Hydrograph Clean Power Inc. — Capital/Financing Update 2025

Nov 8, 2025

FORM 51-102F3
MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102

Item 1. Name and Address of Company
HydroGraph Clean Power Inc. (the "Company" or "HydroGraph")
1199 West Hastings Street, Suite 1100
Vancouver, BC, Canada
V6E 3T5

Item 2. Date of Material Change
November 4, 2025 (the "Closing Date")

Item 3. News Release
News releases were issued by the Company on October 22, 2025 and November 4, 2025 with respect to the material change referred to in this report, and were filed under the Company's profile on SEDAR+ (www.SEDARPLUS.ca).

Item 4. Summary of Material Change
The Company announced the closing of its previously announced offering (the "Offering") of 6,896,560 units (the "Units") at a price of $2.90 per Unit (the "Offering Price") for gross proceeds of $20,000,024.00. Each Unit consisted of one common share in the capital of the Company (a "Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share (a "Warrant Share") at a price of $3.50 for a 36-month term following the Closing Date.

The net proceeds from the Offering will be allocated toward the development of production, research, and operating facilities at two locations in Texas, as well as for research and development initiatives and general corporate purposes.

Item 5.1 Full Description of Material Change
On November 4, 2025, the Company announced the closing of its previously announced offering of 6,896,560 Units at a price of $2.90 per Unit for gross proceeds of $20,000,024.00. Each Unit consisted of one Common Share and one-half of one Warrant. Each Warrant entitles the holder thereof to purchase one Warrant Share at a price of $3.50 for a 36-month term following the Closing Date.

Following the Closing Date, if the daily volume-weighted average trading price of the Company's common shares on the Canadian Securities Exchange (the "Exchange") equals or exceeds $7.00 for ten (10) consecutive trading days, the Company may, at its discretion, accelerate the expiry date of the Warrants by providing not less than thirty (30) days' notice to Warrant holders via press release, with concurrent notice to the warrant agent.

The Offering was conducted on a best-efforts, fully marketed basis by Canaccord Genuity Corp., acting as agent and sole bookrunner (the "Agent"). In connection

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with the Offering, the Agent received an aggregate cash commission of $1,165,201.44 and was issued an aggregate of 401,794 non-transferable Common Share purchase warrants (the "Broker Warrants"). Each Broker Warrant is exercisable into one Common Share (each, a "Broker Warrant Share") at an exercise price of $3.50 per Broker Warrant Share for a period of 36 months following the Closing Date.

The net proceeds from the Offering will be allocated toward the development of production, research, and operating facilities at two locations in Texas, as well as for research and development initiatives and general corporate purposes.

The Units issued under the Offering were offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 of the Canadian Securities Administrators. The Units are not subject to restricted period restrictions pursuant to applicable Canadian securities laws. The Broker Warrants are subject to a statutory four-month hold period pursuant to applicable Canadian securities laws. No new insiders and no control persons were created in connection with the closing of the Offering.

For further information about the Company, please visit www.hydrograph.com and also review the Company's disclosure available on www.SEDARPLUS.ca.

Forward-Looking Information

This Material Change Report contains certain "forward-looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "upon", "anticipate", "believe", "continue", "plans" or similar terminology. All statements, other than statements of historical fact, may be considered to be or include forward-looking information. This Material Change Report contains forward-looking information regarding, among other things, the intended use of proceeds from the Offering and future capital requirements. Forward-looking statements and information are based on forecasts of future results, estimates of amounts not yet determinable, and assumptions that, while believed by management to be reasonable, are inherently subject to significant business, economic, and competitive uncertainties and contingencies. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of HydroGraph to control or predict, that may cause HydroGraph's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out in Hydrograph's management discussion and analysis for the nine months ended June 30, 2025. HydroGraph does not undertake any obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements.

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Item 5.2 Disclosure for Restructuring Transactions
Not applicable.

Item 6. Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.

Item 7. Omitted Information
Not Applicable.

Item 8. Executive Officer
Matt Kreps
Vice President, HydroGraph Investor Relations
Telephone: +1-214-597-8200
Email: matt.kreps@hydrograph.com

Item 9. Date of Report
November 7, 2025.