Hypercharge Networks Corp. — Capital/Financing Update 2021

May 21, 2021

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For Immediate Release

HYPERCHARGE NETWORKS ANNOUNCES CLOSING OF

NON-BROKERED PRIVATE PLACEMENT

May 21, 2021 – Vancouver, British Columbia – Hypercharge Networks Corp. (formerly, Cliffwood Capital Corp.) (the “ Company ”) is pleased to announce the closing of a non-brokered private placement of 10,186,000 common shares of the Company (the “ Shares ”) at a price of $0.25 per Share (the “ Offering ”) for gross proceeds of $2,546,500.

In connection with the Offering, the Company paid total finder’s fees of $31,500 in cash and issued 126,000 finder’s warrants (the “ Finder’s Warrants ”) to eligible finders. Each Finder’s Warrant is exercisable into one Common Share of the Company at a price of $0.25 until May 21, 2023.

All Shares issued under the private placement will be subject to a hold period of four months and one day after the date the Company’s shares are listed for trading on a recognized stock exchange in Canada. For further information, contact Bronson Peever at 604.628.5616.

On behalf of the Board,

Hypercharge Networks Corp.

Bronson Peever Chief Executive Officer Suite 918, 1030 West Georgia Street Vancouver, BC V6E 2Y3 Tel: 604.628.5616

This news release contains certain forward-looking statements, Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or does not expect", "is expected", anticipates" or "does not anticipate" "plans", "estimates" or "intends" or stating that certain actions, events or results " may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to materially differ from those reflected in the forward-looking statements.