The private placement is being led by Toronto based Smoothwater Capital Corporation.

The company said it has received signed subscription agreements totaling over $20 million, which are subject to regulatory, shareholder and other approvals, from Smoothwater and a number of existing significant shareholders.

The company plans to use the net proceeds of the offering to accelerate sales and manufacturing of its existing NH150 electrolyzer, completing development of its much larger NH500 electrolyzer, for working capital and for general corporate purposes.

Following closing of the offering, Smoothwater is expected to be the largest shareholder of Next Hydrogen and Stephen Griggs, Chief Executive Officer of Smoothwater, is expected to join the company as executive chair of the board.

The offering is expected to close on or about Nov. 28, 2025, or on such other date as the company may determine, subject to receipt of all required regulatory and other approvals.

"The Board of Directors is unanimously in support of this private placement to enable the company to transition from a development-stage enterprise to a successful commercially focused business, and to continue our product research and development," said Allan MacKenzie, Chair of Next Hydrogen. "We believe this will fully realize the potential of the innovative technology the team has developed over the past decade."

The company's shares last traded Nov. 4, closing at $0.60 on the TSX Venture Exchange.

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