MISSISSAUGA, Ontario, July 23, 2025 (GLOBE NEWSWIRE) — 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 “Original Loan”) 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.
About Next Hydrogen
Founded in 2007, Next Hydrogen is a designer and manufacturer of electrolyzers that use water and electricity as inputs to generate clean hydrogen for use as an energy source. Next Hydrogen’s unique cell design architecture supported by 40 patents enables high current density operations and superior dynamic response to efficiently convert intermittent renewable electricity into green hydrogen on an infrastructure scale. Following successful pilots, Next Hydrogen is scaling up its technology to deliver commercial solutions to decarbonize transportation and industrial sectors.
Contact Information
Raveel Afzaal, President and Chief Executive Officer
Next Hydrogen Solutions Inc.
Email: rafzaal@nexthydrogen.com
Phone: 647-961-6620
www.nexthydrogen.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements
This news release contains “forward-looking information” and “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the risk that the Loan and the Original Loan will not be completed as planned or at all; changes to the use of proceeds of the Loan and the Original Loan, risks associated with the pursuit of any financial or strategic transaction or the completion thereof, the risks associated with the hydrogen industry in general; delays or changes in plans with respect to infrastructure development or capital expenditures; uncertainty with respect to the timing of any contemplated transactions or partnerships, or whether such contemplated transactions or partnerships will be completed at all; the timing for any submissions or correspondences with applicable securities laws regulators; whether the uncertainty of estimates and projections relating to costs and expenses; failure to obtain timely necessary regulatory approvals and all required TSXV approvals; health, safety and environmental risks; uncertainties resulting from potential delays or changes in plans with respect to infrastructure developments or capital expenditures; currency exchange rate fluctuations; as well as general economic conditions, stock market volatility; and the ability to access sufficient capital. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, there will be no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
