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Purewave Hydrogen Corp. Announces Application For Management Cease Trade Order And $300,000 Private Placement

Friday, December 19, 2025 1:00 PM PST

(via TheNewswire)

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Calgary, AB – December 19, 2025 – TheNewswire - PureWave Hydrogen Corp. (the "Corporation") announces that it has made an application to the Alberta Securities Commission (the “ASC”) to approve a temporary management cease trade order (the “MCTO”) under National Policy 12-203 Management Cease Trade Orders (“NP 12-203”), which, if granted, will prohibit trading in securities of the Corporation by the Director and Interim Chief Executive Officer and Chief Financial Officer of the Corporation until such time as the Required Filings (as defined below) and all continuous disclosure requirements have been filed by the Corporation, and the MCTO has been lifted. During the period in which the MCTO is effective, the public, who are not insiders of the Corporation, will continue to be able to trade in the Corporation’s listed securities. The MCTO application has been made, but there is no guarantee or assurance that the MCTO will be granted.

The Corporation expects it will be unable to file its audited financial statements for the year ended August 31, 2025, and the management's discussion and analysis and related Director and Interim Chief Executive Officer and Chief Financial Officer certificates for this period (collectively, the "Required Filings") before the December 29, 2025, filing deadline (the "Filing Deadline"). The default is primarily due to delays in the completion of the audit, resulting from the Corporation’s inability to secure sufficient funding to pay audit fees and related professional costs and the Corporation’s current funding shortfall, which has impacted its ability to retain necessary audit and financial reporting resources.

As of the date of this announcement, the Corporation confirms that it is not subject to any insolvency proceedings. Other than as disclosed above, there is no other material information concerning the affairs of the Corporation that has not been generally disclosed. The Corporation anticipates that it will be in a position to remedy the default by filing the Required Filings on or before February 27, 2026. The MCTO will remain in effect until the Required Filings are completed.

The Corporation intends to satisfy the provisions of the alternative information guidelines set out in sections 9 and 10 of NP 12-203 so long as the Required Filings are outstanding.

Private Placement

The Company also announces that it intends to complete a non-brokered private placement financing of up to $300,000 (the “Financing”). The Company intends to issue up to 12,000,000 units at a price of $0.025 per unit for gross proceeds of up to $300,000. Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will be exercisable into one common share at an exercise price of $0.05 per share for a period of 24 months from the date of issuance. The Financing price of $0.025 per unit reflects the closing price of the Company’s common shares on the TSX Venture Exchange (the “Exchange”) on December 17, 2025. The Company intends to rely on the Exchange’s exemption for pricing financings below $0.05, pursuant to which no more than 10% of the gross proceeds from the Financing will be allocated to Investor Relations activities. The securities to be issued under the Financing will be subject to a four-month hold period from the date of issuance in accordance with applicable securities laws. The Financing is subject to all necessary regulatory approvals, including the acceptance of the Exchange.

The net proceeds from the Financing will be used for working capital and general corporate purposes.

Management expects to close this Financing and secure the required funds within the next sixty days. Upon receipt of the Financing, the Corporation will immediately pay outstanding audit fees and provide all required documentation to its auditors.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

For more information, please contact:

Bruce Nurse

Director and Interim Chief Executive Officer

Email: [email protected]

Phone: +1 (303) 919-2913

Forward Looking Statements

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions.

Forward-looking statements in this news release include, but are not limited to, statements regarding: the anticipated filing of the financial statements, the approval of the management cease trade order by the ASC, and the potential issuance of a general cease trade order by the ASC; the proposed Financing, including the intended use of proceeds; the pricing, size and structure of the Financing; the receipt of all necessary regulatory approvals for the Financing, including acceptance by the Exchange; and the receipt of all necessary regulatory approvals for the Financing, including acceptance by the Exchange.

Forward-looking statements are based on the opinions and estimates of management at the date the information is provided and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These risks and uncertainties include, but are not limited to: the anticipated filing of the financial statements, the approval of the management cease trade order by the ASC, and the potential issuance of a general cease trade order by the ASC; the Company's ability to complete the Financing on the terms described or at all; the availability of exemptions from prospectus and registration requirements; the Company's ability to obtain Exchange acceptance for the Financing; market conditions and investor demand for the Company's securities; and general economic and market conditions.

The Company undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.