Next Hydrogen Announces Aggregate of $1.5 million in Loans and Provides Corporate Update

Next Hydrogen Solutions Inc. (the “Company” or “Next Hydrogen”) (TSXV:NXH, OTC:NXHSF), is pleased to announce that it is entering into a loan agreement with certain existing directors and officers of the Company (the “Lenders”) providing for the advance of an unsecured loan (the “Loan”) bearing interest at 5.0% per annum in the principal amount of $530,000. The Loan shall mature on the date that is one year from the advance of the Loan (the “Maturity Date”). In conjunction with the advance of the Loan, the Company will also pay a set-up fee of $20,000 to the Lenders.

The advance of the Loan is expected to take place on July 23, 2025, immediately prior to the advance of a $1 million loan from an arm’s length commercial lender (the “OriginalLoan”) that is being negotiated between the Company and such lender. There can be no assurances that the Original Loan will be completed as proposed or at all.

In consideration of the advance of the Loan by the Lenders, the Company shall, subject to the approval of the TSX Venture Exchange (the “TSXV”) in accordance with the policies of the TSXV, issue to the Lenders, an aggregate of 214,140 common shares of the Company (“Common Shares”) at a deemed price of $0.495 per share as bonus shares (the “Loan Bonus Shares”), representing approximately 20% of the principal amount of the Loan, subject to adjustment in accordance with the policies of the TSXV.

In addition, subject to the approval of the TSXV in accordance with the policies of the TSXV, the Loan may be converted into Common Shares (the “Conversion Shares”) at the option of the Company, in whole or in part, on the earlier of the Maturity Date or the closing of an offering of equity securities of the Company.

Next Hydrogen intends to use the proceeds of the Loan and the Original Loan for working capital and general corporate purposes. The Loan and the Original Loan will assist the Company in bridging its financial position in order to keep its talented team and continue operations while it evaluates longer term financial and strategic solutions.

In conducting its review of financial and strategic solutions, the Company’s board and management team are committed to acting in the best interests of the Company, its shareholders and its stakeholders. There is no deadline or definitive timetable for the completion of the review of financial and strategic solutions, and the Company does not intend to comment further unless the Company’s board has approved a specific transaction or otherwise determined that disclosure is necessary or appropriate. There can be no assurances that the review will result in any specific transaction or outcome.

This issuance of the Loan Bonus Shares and the Conversion Shares, if applicable, are subject to receipt of all required regulatory approvals, including that of the TSXV. The TSXV has in no way passed upon the merits of the Loan or the Original Loan and has neither approved nor disapproved the contents of this press release.

All moneys quoted in this press release shall be stated and paid in the lawful money of Canada.

The Company also advises that the last day of trading of the Common Shares on the OTCQX will be Thursday, July 24, 2025.

The Lenders consist of Allan MacKenzie, Anthony Guglielmin, Adarsh Mehta, Jens Peter Clausen, Susan Uthayakumar and Walter Howard, each a director of the Company, Raveel Afzaal, the Chief Executive Officer and a director of the Company and Rohan Advani, the Chief Financial Officer of the Company. Each Lender is an Insider of the Company (as such term is defined under the policies of the TSXV) and the participation of Insiders in the Loan would constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b) as the Company is not listed on a specified market and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(b), based on a determination that the fair market value of the Loan, insofar as it involves the related parties, will not exceed $2,500,000. The Company did not file a material change report 21 days prior to the expected closing date of the Loan as closing occurred on an expedited basis. An aggregate of 214,140 Loan Bonus Shares will be issued to the Lenders which in the aggregate represents less than 1.0% of the issued and outstanding Common Shares.

Next Hydrogen | https://nexthydrogen.com/