• Next Hydrogen plans to raise USD 14.5–21.7 million (CAD 20–30 million) through a non-brokered equity private placement led by Smoothwater Capital.
• The financing aims to move the Canadian electrolyzer maker from R&D to commercial operations, including expanded manufacturing and development of next-generation systems.
• The deal is expected to make Smoothwater the largest shareholder, with governance changes that strengthen strategic oversight as the company targets global green hydrogen markets.

Toronto financing pushes Canadian electrolyzer maker toward commercial scale

Next Hydrogen Solutions has announced plans to raise USD 14.5–21.7 million through a private placement intended to shift the decade-old Canadian electrolyzer developer from its research-heavy origins into a commercially focused operation supplying equipment for global green hydrogen growth.

The non-brokered placement, priced at CAD 0.45 per share, is expected to close on or around 28 November 2025, subject to TSX Venture Exchange approval and other regulatory conditions. The company reported that signed subscription agreements already exceed CAD 20 million, largely from lead investor Smoothwater Capital and several existing shareholders.

Next Hydrogen Chair Allan MacKenzie said “the board voted unanimously to support the transaction, framing the financing as a transition point after years of technology development.” He described the raise as essential to advancing the business toward commercial viability and expanding sales of its modular electrolyzer systems.

Smoothwater to take governance lead as new control investor

Toronto-based Smoothwater Capital will lead the investment. The firm has a long-standing activist and strategic investment track record in Canadian companies, typically taking positions that allow it to influence governance and operational direction. Following closing, Smoothwater is expected to become Next Hydrogen’s largest shareholder. Its chief executive, Stephen Griggs, will join the company as Executive Chair.

The shift in control requires “disinterested shareholder approval” under TSXV rules because the transaction creates a new control person above the 20 percent threshold. The company indicated that investor rights agreements will be introduced with lead investors to formalise governance arrangements.

Griggs said “the firm sees Next Hydrogen as ready to scale, with electrolyzer technology designed for intermittent renewable power and targeted at industrial users seeking lower-carbon hydrogen supply.” He emphasised a strategy centred on partnerships, where integrators incorporate Next Hydrogen’s equipment into broader hydrogen value-chain solutions.

Technology development and manufacturing scale-up

Next Hydrogen plans to deploy capital into accelerating production of its NH150 electrolyzer while completing development of the larger NH500 model. Management described a capital-light approach that leans on existing industrial partners for integration, allowing the company to expand market reach without building extensive downstream infrastructure.

President and CEO Raveel Afzaal said “the new financing is expected to fund the company through the transition to cash-flow positivity. He positioned the NH series as meeting or exceeding global performance benchmarks, particularly in applications using variable renewable power.” Afzaal noted that cost efficiency and operational flexibility remain central for customers under increasing pressure to reduce emissions.

The company intends to channel proceeds into manufacturing scale-up, commercial deployment, working capital, and general corporate purposes. No finder fees or commissions will be paid, although CAD 50,000 in consulting fees will be settled in shares at closing.

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Regulatory conditions and investor protections

All shares issued in the offering will carry a four-month hold period, and none of the securities will be registered under the U.S. Securities Act of 1933. The company stressed that the announcement does not constitute an offer or solicitation in any jurisdiction where such activity would be unlawful.

The TSXV has not endorsed the transaction and provides no assurance on its completion. Next Hydrogen acknowledged that the deal may not close as proposed.

What executives should watch

The private placement provides a test case for how Canadian hydrogen technology firms navigate the capital requirements of scaling heavy-industry equipment manufacturing. For investors and corporate buyers, the deal offers several points of signal value: governance realignment through a new controlling shareholder; a clear strategic pivot from R&D to commercialisation; and a manufacturing pathway aimed at supplying electrolyzers suited to variable renewables.

For global hydrogen markets—where supply chains remain fragmented and capital-intensive—Next Hydrogen’s move reflects broader pressures: developers need capital discipline, credible partners, and governance structures capable of supporting rapid scale-up. The company’s strategy to focus on equipment sales rather than vertically integrated hydrogen production aligns with investor interest in asset-light models.

As green hydrogen deployment accelerates across North America, Europe, and parts of Asia, the effectiveness of this financing round will influence how mid-size equipment manufacturers position themselves within increasingly competitive global supply chains.

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