Hydreight Announces Closing of its Oversubscribed $11.5 Million Convertible Debenture Offering, Including Full Exercise of Over-Allotment Option

VANCOUVER, British Columbia, Sept. 04, 2025 (GLOBE NEWSWIRE) -- Hydreight Technologies Inc. (TSXV: NURS, OTC: HYDTF, FSE: SO6) (“Hydreight” or the “Company”), a leader in nationwide digital healthcare solutions, is pleased to announce that it has closed its previously announced private placement of unsecured convertible debentures (the “Offering”). Canaccord Genuity Corp. acted as lead agent and sole bookrunner, for and on behalf of a syndicate of agents which included Beacon Securities Ltd. (collectively the “Agents”), in connection with the private placement, pursuant to which the Company issued an aggregate of 11,500 convertible debentures (each a “Debenture”) at an issue price of C$1,000 per Debenture, including 1,500 Debentures sold pursuant to the exercise in full by the Agent’s over-allotment option for aggregate gross proceeds of C$11,500,000.

The Debentures are issued pursuant to the terms of a debenture indenture dated September 4, 2024, between Company and Odyssey Trust Company, as debenture trustee and are unsecured obligations of the Company that mature September 4, 2028, and bear interest at a rate of 9.0% per annum. The principal outstanding under the Debentures is convertible into common shares of the Company (the “Common Shares” and each Common Share issuable upon conversion of a Debenture being a “Debenture Share”), at the option of the holder, at a conversion price of C$4.06 per Debenture Share. Interest will be payable semi-annually in arrears in cash on the last day of June and December of each year, with the first interest payment date being December 31, 2025.

The Company may, at its option, force the conversion of the Debentures (the “Forced Conversion Right”) on ten (10) days’ notice if the volume weighted average trading price of the Common Shares on the TSXV is greater than C$5.08 for the preceding twenty (20) consecutive trading days (the “Conversion Trigger”). In the event the Forced Conversion Right is exercised, the Company will provide notice to the holders of the Debentures by disseminating a press release (the “Forced Conversion Press Release”) within 10 days of the end of the period during which the Conversion Trigger was met, announcing that the Forced Conversion Right is being exercised and specifying the date on which the force conversion of the Debentures shall occur, provided such date shall not be less than 30 calendar days following the date of the Forced Conversion Press Release.

Shane Madden, CEO and a director of the Company, commented, “As reflected in our Q2 financials, our company has now reached profitability, and we remain focused on growing the business with discipline and efficiency. This raise provides additional fuel to accelerate that growth and support our long-term strategy. We are very excited about the opportunities ahead in the remainder of 2025 and into 2026. I am deeply grateful to our investors, partners, clients, and our incredible team whose support and dedication have made these achievements possible."

In consideration for their services, the Agents received an aggregate $690,000 in cash, comprised of a cash commission of $685,800 and an advisory fee of $4,200 and an aggregate 168,916 compensation warrants (the "Compensation Warrants") and 1,034 advisory fee warrants (the “Advisory Fee Warrants”, and together with the Compensation Warrants, the “Broker Warrants”). Each Broker Warrant shall be exercisable to acquire one Common Share (each, a “Compensation Share”) at a price of $3.74 per Common Share, for a period of 24 months following the date of issuance.

All securities issued in connection with the Offering – the Debentures, Debenture Shares, Broker Warrants, and Compensation Shares – are subject to a statutory hold period expiring four months and one day following the date of issuance, in accordance with applicable Canadian securities legislation.

The net proceeds of the Offering are expected to be used for general corporate and working capital purposes. The Offering remains subject to the final approval of the TSX Venture Exchange.

The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

For further information, please contact:

Email: ir@hydreight.com
Phone: (480) 790 6886

About Hydreight Technologies Inc.

Hydreight Technologies Inc is building one of the largest mobile clinic networks in the United States. Its proprietary, fully integrated platform hosts a network of over 2500 nurses, over 100 doctors, and a pharmacy network across 50 states. The platform includes a built-in, easy-to-use suite of fully integrated tools for accounting, documentation, sales, inventory, booking, and managing patient data, which enables licensed healthcare professionals to provide services directly to patients at home, office or hotel. Hydreight is bridging the gap between provider compliance and patient convenience, empowering nurses, med spa technicians, and other licensed healthcare professionals. The Hydreight platform allows healthcare professionals to deliver services independently, on their own terms, or to add mobile services to existing location-based operations. Hydreight has a 503B pharmacy network servicing all 50 states and is closely affiliated with a U.S. certified e-script and telemedicine provider network.

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements in this news release include, among others, statements relating to expectations regarding the anticipated use of proceeds from the Offering, the terms of the Offering and the anticipated completion date, anticipated regulatory approvals and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others, the risk that the Offering will not be completed on the terms or timeline anticipated or at all; the Company may not obtain all required regulatory approvals for the Offering, including that of the TSX Venture Exchange; the Company may not be able to use the proceeds of the Offering as anticipated; the Company may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; and the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company’s securities, regardless of its operating performance.

The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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