Primary Hydrogen Announces Closing of LIFE Offering
Calgary, Alberta–(Newsfile Corp. – July 8, 2026) – Primary Hydrogen Corp. (TSXV: HDRO) (OTCQB: HNATF) (FSE: 83W) (“Primary Hydrogen” or the “Company“) announces that, further to its news release dated June 4, 2026, and June 23, 2026, the Company has closed its LIFE non-brokered private placement (the “Offering“), issuing a total of 2,459,570 units of the Company (“Units“) at a price of $0.60 per Unit, for aggregate gross proceeds of approximately $1,475,742.
Each Unit consists of one common share in the capital of the Company (a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.80 per Common Share for a period of twenty-four (24) months from the date of issuance, provided the Warrants shall not be exercisable for a period of 60 days from the date of issuance.
The Units were issued on a private placement basis pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), as amended and supplemented by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Accordingly, the Units will not be subject to a hold period in accordance with applicable Canadian securities laws.
In connection with the closing of the Offering, the Company issued 150,979 finders’ warrants to Research Capital Corporation. Each finders’ warrant will be exercisable for one Common Share at the price of $0.80 for a period of twenty-four (24) months from the date of issuance.
In connection with the use of proceeds from the Offering, the Company immediately paid an aggregate $10,000 in cash to Martin Kowchun (“Mr. Kowcun“) and William Timothy Heenan (“Mr. Heenan“), each a director of the Company, to partially settle an outstanding and bona fide debt. Following these payments, the Company received aggregate proceeds of approximately $1,465,742, which it intends to use for general working capital and general administrative purposes. The Company may also use a portion of the net proceeds to acquire additional exploration properties if suitable opportunities arise.
The securities issued pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Related Party Transaction Disclosure
Participation in the Offering by both Mr. Kowcun and Mr. Heenan, each a director of the Company, constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). Mr. Kowcun acquired 15,187 Units in the Offering and, in connection with the use of proceeds, the Company immediately applied $5,000 of the gross proceeds of the Offering to partially settle an outstanding and bona fide debt owing to Mr. Kowcun. Mr. Heenan acquired 8,333 Units in the Offering and, in connection with the use of proceeds, the Company immediately applied $5,000 of the gross proceeds of the Offering to partially settle an outstanding and bona fide debt owing to Mr. Heenan. The Company is relying on the exemptions from the formal valuation requirement under Section 5.5(a) of MI 61-101 and the minority approval requirement under Section 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to each of Mr. Kowcun and Mr. Heenan nor the fair market value of the debt settlement exceeds 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the closing of the Offering and related debt settlement as the details of the participation by each of Mr. Kowcun and Mr. Heenan and the debt repayment were not confirmed until shortly before closing, and the Company determined that it was necessary to close the Offering expeditiously.
About Primary Hydrogen Corp.
Primary Hydrogen is dedicated to the exploration and development of natural hydrogen resources. With over 740 acres in the U.S. and 230 square kilometers across Canada, the Company’s portfolio includes the Blakelock, Hopkins, Mary’s Harbour, Point Rosie, Crooked Amphibolite, Coquihalla, and Cogburn projects. Primary Hydrogen has an option to acquire a 75% interest in a hydrogen-REE project known as Wicheeda North located in British Columbia.
For more information, investors should review the Company’s public filings, which are available at www.sedarplus.ca.
FOR FURTHER INFORMATION PLEASE CONTACT:
Ben Asuncion
Chief Executive Officer and Director
Primary Hydrogen Corp.
Email: [email protected]
The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things: the intended use of proceeds from the Offering; the Company’s reliance on exemptions from MI 61-101; the Company’s ability to advance its projects; and risks related to global financial markets, including the trading price of the Company’s shares.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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