No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering (as defined herein) may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

This Offering Document (the “Offering Document”) constitutes an offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom they may be lawfully offered for sale. This Offering Document is not, and under no circumstances is to be construed as a prospectus or advertisement or a public offering of these securities.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act”), or the securities laws of any state of the United States, and may not be offered or sold to, or for the account or benefit of persons in the “United States” or “U.S. Persons” (as such terms are defined in Regulation S of the U.S. Securities Act) except pursuant to exemptions from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws. This Offering Document does not constitute an offer to sell, or the solicitation of an offer to buy, any of these securities to, or to, or for the account or benefit of persons in the United States or U.S. persons.

October 22, 2025

OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION

HYBRID POWER SOLUTIONS .

(the “Company” or “Hybrid”)

 

SUMMARY OF OFFERING

What are we offering?

Offering:	The Issuer is offering Units at a price of $0.06 per unit (each, a “Unit”). Each Unit consists of one (1) common share in the capital of the Company (each, a “Common Share”) and one Common Share purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one (1) Common Share (each, a “Warrant Share”) at a price of $0.10 per Warrant Share for a period of two (2) years from the issue date of the Warrants, provided that if the twenty-day volume-weighted average trading price of the Common Shares as quoted on the Canadian Securities Exchange (the “CSE”) (or such other securities exchange on which the Common Shares may be traded at such time) is equal to or greater than $0.20 per Common Share at the close of any trading day, then the Company may, at its option, elect to accelerate the expiry date of the Warrants (the “Expiry Date”) by giving notice to the holders thereof by issuing a press release announcing that the Expiry Date shall be deemed to be on the 30th day following the date of such press release.
Offering Price:	$0.06 per Unit.
Offering Amount:	A minimum of 16,666,667 Units and a maximum of 33,333,333 Units, for gross proceeds of a minimum of $1,000,000 (“Minimum Offering”) and a maximum of up to $2,000,000 (“Maximum Offering”) (the “Offering”).
Closing Date:	The Offering will close in one or more tranches, on or before December 5, 2025 (the date of closing of each tranche being a “Closing Date”).
Exchange:	The Common Shares are listed on the Canadian Securities Exchange (“CSE”) under the trading symbol “HPSS”, on the OTCQX Venture Market (“OTCQB”) under the trading symbol “HPSIF” and on the Frankfurt Stock Exchange (“FSE”) under the trading symbol “E092”.
Last Closing Price:	The last closing price of the Common Shares on the CSE, on the OTCQB and on the FSE on October 21, 2025 was $0.075, US$0.06 and €0.04, respectively.
Jurisdictions	The Units that may be sold pursuant to the Offering will be offered to purchasers resident in each of the provinces and territories of Canada except  Quebec, and other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions and in reliance on the Coordinated Blanket Order 45-935 – Exemptions From Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption“) The Units may also be sold (i) to, or for the account or benefit of, persons in the United States or U.S. Persons that are “accredited investors” (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (“U.S. Accredited Investors“)) or “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) that are also U.S. Accredited Investors (“Qualified Institutional Buyers“) and (ii) in jurisdictions outside of Canada and the United States, in each case, on a private placement basis in accordance with all applicable laws.
Resale Restriction	The Units are expected to be immediately freely tradeable in Canada under applicable Canadian securities laws. The Units offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons will be “restricted securities” (within the meaning of Rule 144(a)(3) under the U.S. Securities Act), and can only be transferred pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
Description of the Common Shares	The holders of Common Shares are entitled to one vote for each Common Share held at all meetings of Shareholders, to receive dividends if, as and when declared by the board of directors, and to participate in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Company. The Common Shares carry no pre-emptive rights, conversion or exchange rights, or redemption, retraction, repurchase, sinking fund or purchase fund provisions.
Description of the Warrants	Each Warrant will entitle the holder thereof to acquire one Warrant Share at an exercise price of $0.10 per Warrant Share at any time prior to 5:00 p.m. (Vancouver time) on the date that is two (2) years from the issue date of the Warrants, after which time each outstanding Warrant will expire, subject to the accelerated expiry as described herein.   If the twenty-day volume-weighted average trading price of the Common Shares as quoted on the CSE (or such other securities exchange on which the Common Shares may be traded at such time) is equal to or greater than $0.20 per Common Share at the close of any trading day, then the Company may, at its option, accelerate the Expiry Date by giving notice to the holders thereof by issuing a press release which will disclose that the Expiry Date shall be deemed to be on the 30th day following the date of such press release.   The certificates representing the Warrants (each, a “Warrant Certificate”) will provide, in the event of certain alterations of the Common Shares, that the number of Warrant Shares which may be acquired by a holder of Warrants upon the exercise thereof will be accordingly adjusted for the number and price of the securities issuable upon the occurrence of certain events including but not limited to any subdivision, consolidation or reclassification of the Common Shares, payment of dividends outside of the ordinary course, or amalgamation/merger of the Company.   No fractional Warrant Shares will be issuable to any holder of Warrants upon the exercise thereof, and no cash or other consideration will be paid in lieu of fractional Warrant Shares. The holding of Warrants will not make the holder thereof a shareholder or entitle such holder to any right or interest in respect of the Warrant Shares except as expressly provided in the Warrant Certificate. Holders of Warrants will not have any voting or pre-emptive rights or any other rights enjoyed by shareholders.   The Warrants will not be listed on the CSE and there is currently no market through which the Warrants may be sold.

 

All references in this Offering Document to “dollars” or “$” are to Canadian dollars, unless otherwise stated.

The Company is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 – Prospectus Exemptions. In connection with this offering, the Company represents the following is true:

• The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing;
• The Company has filed all periodic and timely disclosure documents that it is required to have filed;
• The Company is relying on the exemptions in Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Order”) and is qualified to distribute securities in reliance on the exemptions included in the Order.
• The total dollar amount of this offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption and under the Order in the 12 months immediately preceding the date of the news release announcing this offering, will not exceed $25,000,000.
• The Company will not close this offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution; and
• The Company will not allocate the available funds from this offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Offering Document contain certain “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements” or “Forward-Looking Information”) which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forward-looking terminology such as “expect”, “believe”, “likely”, “may”, “will”, “should”, “intend”, “anticipate”, “potential”, “proposed”, “estimate”, “project”, “continue”, “plan”, “aim” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. The Company has based these forward-looking statements on current expectations and projections about future events and financial trends that they believe may affect the Company’s financial condition, results of operations, business strategy and financial needs, as the case may be.

Such forward-looking statements are made as of the date of this Offering, or in the case of documents incorporated by reference herein, as of the date of each such document. Forward-looking statements in this Offering and the documents incorporated by reference herein include, but are not limited to, statements with respect to:

• The completion of the Offering and the receipt of all regulatory and CSE approvals in connection therewith;
• The use of the net proceeds of the Offering;
• Use of available funds and principal purposes of the Company;
• The Company’s business objectives and milestones and the target completion dates and costs associated with each objective;
• The Company’s ability to add in-house expertise for its operations;
• The Company’s proposed product and service offerings, and product divisions in Canada and the United States;
• The Company’s anticipated competition in the clean energy, portable battery market and microgrid market, including but not limited to, the ability to obtain qualified staff such as engineers and technical personnel;
• The Company’s proposed marketing plan and advertising methods such as tradeshows, partnership with major retailers, digital marketing efforts which includes paid advertising, original video content, live webinars, and online content collaborations;
• The Company’s ability to utilize industry-expertise, licensed and proprietary technology (such as patents, intellectual property and technical designs) to develop and manufacture its products and to form strategic partnerships;
• The Company’s business strategy, strength and focus;
• The Company’s target market including industrial, public sector, residential and recreational customers;
• Future market conditions, including increased customer demand conditions, the expectation that portable battery packs and microgrid energy will continue to be a growing segment of the clean energy and technology movement;
• Growth, trends and attitudes regarding portable battery packs and microgrid energy in Canada and increased reliance on fuel-free portable power products;
• The Company’s expectations regarding its revenue, expenses, production, operations, costs, cash flows and future growth;
• The Company’s anticipated cash needs and its needs for additional financing;
• Conditions in the financial markets generally, and with respect to this Offering, for small capitalization commercial/technology companies specifically;
• Proposed expenditures under “Use of Proceeds”;
• The granting of regulatory approvals;
• The timing for receipt of regulatory approvals;
• Projections of market prices and costs and the related sensitivity of distributions;
• Treatment under governmental regulatory regimes and tax laws, and capital expenditure programs;
• Expectations with respect to the Company’s future working capital position;
• Capital expenditure programs; and
• Other expectations of the Company.

Forward-looking statements reflect the Company’s current expectations and assumptions, and are subject to a number of known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any anticipated future results, performance or achievements expressed or implied by the forward-looking statements. Should one or more of these risks and uncertainties materialize, or should underlying factors or assumptions prove incorrect, actual results may vary materially from those described in forward- looking statements. In making the forward-looking statements included in this Prospectus Supplement, the Base Shelf, and the documents incorporated by reference herein, the Company has made various material assumptions, including, but not limited to:

• The general business, economic, financial market, regulatory and political conditions in which the Company operates will remain positive;
• The Company will continue to be in compliance with regulatory requirements;
• The tax treatment of the Company and its subsidiary will remain constant and the Company will not become subject to any material legal proceedings;
• The Company will have sufficient working capital and be able to secure additional funding necessary for the continued operation, research and development, and commercialization of the Company; and
• Key personnel will continue their employment with the Company and the Company will be able to obtain and retain additional qualified personnel, as needed, in a timely and cost-efficient manner.

These factors should be considered carefully, and investors should not place undue reliance on the Forward-Looking Information. In addition, although the Company has attempted to identify important factors that could cause actual actions or results to differ materially from those described in the Forward-Looking Information, there may be other factors that cause actions or results not to be as anticipated, estimated or intended.

Any Forward-Looking Information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any Forward-Looking Information, whether as a result of new information, future events or results or otherwise.

Investors are cautioned that the above list of cautionary statements is not exhaustive. A number of factors could cause actual events, performance or results to differ materially from what is projected in forward-looking statements. The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward- looking statements may not be appropriate for any other purpose. You should not place undue reliance on forward-looking statements contained in this Offering or in any document incorporated by reference herein or therein. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Prospective investors should carefully consider all information contained in this Offering Document including information contained in the section entitled “Cautionary Statement Regarding Forward-Looking Statements”, before deciding to purchase the Units. Additionally, purchasers should consider the risk factors set forth below and if purchasers would like additional information related to such risks, the Company recommends they review the risk’s sections in the Company’s recent management’s discussion and analysis, which may be accessed on the Company’s SEDAR+ profile at www.sedarplus.ca.

SUMMARY DESCRIPTION OF BUSINESS

What is Our business?

The Company specializes in developing, manufacturing and installing direct-to-consumer cleantech products. The Company has two main operational divisions: it (i) develops and produces portable residential and commercial battery products; and (ii) offers customized energy solutions for commercial scaled systems for a variety of industrial markets, including the mining, railway, public transit, defense and construction sectors.

The Company operates in one reportable segment being the manufacturing of portable lithium-ion battery systems (fuel- free generators) and customized energy solutions.

 

As of the date hereof, the Company controls, directly or indirectly, the following entities:

 

	Jurisdiction	Percentage Owned
HPS Solar	Ontario	100%

Recent Developments

 

The following is a brief summary of the key recent developments involving or affecting the Company:

• On October 21, 2025, the Company received an order for three (3) Batt Pack Energy units from a Canadian municipality. In addition, the Company entered into a debt settlement agreement with Cascade Ventures Ltd. (“Cascasde”), to settle outstanding trade payables for services rendered in the aggregate amount of $42,500. Pursuant to the debt settlement, the Company will issue 750,000 Common Shares to Cascade at a deemed price of $0.05 per Common Share and pay $5,000 in cash. The settlement shares will be issued pursuant to applicable prospectus exemptions available under Canadian securities legislation and will be subject to a statutory hold period of four months and one day from the date of issuance. The debt settlement remains subject to approval by the CSE. The issuance of the settlement shares will not result in the creation of a new control person and no finders’ fees will be paid in connection with the debt settlement.
• On October 8, 2025, the Company announced an advance purchase order for 12 Hybrid Spark units and 1 Hybrid Terra unit for $1,173,800 to LMDH Equipment Sales Inc. (“LMDH”). This advance purchase order is the result of a long-term demo with LMDH and highlights the growing demand for innovative, zero-emission and low-emissions power solutions in the Canadian rental market.
• On September 30, 2025, the Company announced the signing of a strategic distribution agreement with Kiikew Renewables Corp., a British Columbia based leader in sustainable renewable energy equipment sales and rentals. Kiikew is a Canadian-owned company with female and indigenous leadership, and specializes in hybrid renewable power, hydrogen-powered generators and portable energy solutions designed to help businesses transition off diesel infrastructure in North America’s most demanding environments.

 

• On September 25, 2025, the Company announced a partnership agreement with Tire Butler, Canada’s premier mobile tire service provider. Known for delivering convenient, on demand tire services to homes and businesses across Ontario, Tire Butler sought a cleaner, quieter and more reliable alternative to onboard generators and aging inverter set-ups. After real-world testing, the company selected the Batt Pack Pro for its plug-and-play functionality, portability, and high surge power capacity perfect for powering tire changers, compressors, lights and diagnostic tools right from the vehicle or in remote settings.
• On September 24, 2025, the Company announced the development and upcoming launch of the innovative Solar Tarp, a patent pending Hybrid product offering versatile installation options for fences, ground set-ups, cranes and other equipment. After an extensive review of advanced solar technologies, Hybrid selected copper indium gallium selenide panels for their lightweight, flexible and highly durable properties. These panels were chosen to create a large-format solar tarp capable of covering extensive areas efficiently while withstanding the rigors of demanding environments. By partnering with top-tier manufacturers, Hybrid rigorously tested samples for electrical and mechanical performance, selecting the best-performing option to ensure reliability and efficiency. The initial panels measured 20 by four foot to ensure maximum compatibility with construction site office trailers and intermodal containers as they are multiples of 20 feet long and eight feet wide. Panels can be seamed together to create a much larger array and do not require any specialized hardware to be fastened to a variety of surfaces. Each tested solar panel output 900 to 1000 watts. The latest design has been changed to 10 by four ft to reduce the overall weight of each panel to ensure it can be safely carried with ease. To validate its performance, Hybrid conducted comprehensive in-house testing followed by a long-term field demonstration with a confidential construction client at a site spanning the Mississippi River. The real-world deployment provided critical feedback, confirming the tarp’s durability and energy efficiency under challenging conditions.

 

• On September 16, 2025, the Company announced the sale of 2 Batt Pack Jupiter high performance portable power systems to a major transit operator and the signing of a new Sales Agent agreement with Groovy Energy Ltd., a British Columbia based entity leading with the cleanest, most efficient sustainable energy solutions Canada has to offer. This agreement grants Groovy rights to market and distribute Hybrid’s cutting-edge fuel-free power products across the province, making advanced clean energy accessible to residential, commercial and industrial customers. Groovy Energy Ltd., founded and led by Jodine Baluk, builds on her experience as Western regional sales manager at Recharge Vehicule Electrique Inc., where she spearheaded the deployment of hardwired electric vehicle energy management system infrastructure for homes and condos across Canada and the United States West Coast. Her company delivers cutting-edge sustainable technologies to a broad client base. With expertise in municipal sales, collaboration with regional inspectors, and support from major North American utilities, Jodine is expanding into British Columbia’s mining, construction, property management, remote communities, health care and film sectors.

 

• On August 20, 2025, the Company closed a non-brokered private placement offering of secured convertible debentures for gross proceeds of $500,000 led by Plaza Capital at a price of $1,000 per Convertible Debenture Unit. Each Convertible Debenture Unit will consist of: (i) a $1,000 principal senior secured convertible debenture (each, a “Convertible Debenture”); and (ii) 20,000 common share purchase warrants exercisable for 20,000 common shares in the Company (each, a “Common Share”). The Convertible Debentures will mature on the date that is 12 months from the date of issuance (the “Maturity Date”) and shall bear interest at a rate of 12.0% per annum, beginning on the date of issuance and payable in cash on the last business day of each calendar month. The principal sum of the Convertible Debentures, or any portion thereof, and any accrued but unpaid interest, may be converted into Common Shares at a conversion price of $0.05 per Common Share (the “Conversion Price”), subject to adjustment in the event the Company issues additional stock or convertible instruments at a price lower than the Conversion Price, as per the policies of the CSE. Each warrant shall entitle the holder to acquire one additional Common Share at a price of $0.06 per Common Share (the “Exercise Price”), subject to adjustment in the event the Company issues additional warrants at a price lower than the Exercise Price, for a period of 24 months from the date of issuance. The obligations under the Convertible Debentures will be collaterally secured by a General Security Agreement granting a security interest in all the Company’s property and assets. The Company may not issue any securities that rank senior or pari-passu to the Convertible Debentures. All Convertible Debentures and warrants issued pursuant to the Offering (including any securities into which they may be converted or exercised) will be subject to a statutory hold period of four months and one day from the date of issuance.
• On July 31, 2025, the Company signed a distribution partner agreement with Purafy Clean Technologies. Purafy specializes in advanced water treatment solutions built around proprietary graphene-enhanced filtration systems. Their systems provide reliable, on-demand access to clean drinking water from contaminated or natural fresh and saltwater sources without chemicals or complex infrastructure. Through extensive field testing, Purafy has successfully validated Hybrid’s Batt Pack Pro as a high performance, portable energy source to power their water systems in remote and infrastructure limited settings.
• On July 22, 2025, the Company signed a partnership agreement with Terrapass, a leading provider of carbon offset solutions. Through this partnership, customers deploying systems including configurations that still rely partially on diesel or propane generators can now calculate and offset their carbon emissions through certified carbon credits provided by Terrapass. Hybrid and Terrapass will work together to streamline emissions reporting and credit purchasing, offering an easy and transparent way for clients to mitigate their footprint without operational compromise.
• On July 15, 2025, the Company signed a Distribution Agreement with Alamo Auto Supply, a leader in the fleet market. With over 60 years of experience, Alamo Auto Supply is recognized for its comprehensive selection of automotive accessories and fleet solutions, offering products such as bed liners, electrical systems, cargo management, lighting, suspension and more. The company’s commitment to quality and service has made it a go-to partner for fleet managers and commercial customers seeking reliable, high performance solutions.
• On July 8, 2025, the Company signed a Representative Agreement with Rolston Hogstrom, a leading manufacturer’s representative sales agency specializing in the construction and fleet outfitting sector. This agreement with Rolston Hogstrom is a key milestone in strengthening the company’s Midwest U.S. footprint, bringing cutting-edge portable power solutions to a broader construction and fleet market. Rolston Hogstrom offers deep expertise and a stellar reputation in these sectors. As a manufacturer’s representative sales agency, it has forged strong ties with major fleet outfitting suppliers across the United States.
• On June 10, 2025, the Company signed a Memorandum of Understanding (MOU) with Volthium Energy Inc., a Montreal based manufacturer of advanced lithium-ion battery systems. Under the terms of the MOU, Hybrid Power Solutions will leverage Volthium’s high-performance batteries in construction projects, benefiting from engineering support provided by Volthium’s Montreal-based team. The partnership combines Hybrid Power Solutions’ expertise in delivering reliable energy solutions with Volthium’s state-of-the-art battery technology, ensuring sustainable and efficient power for construction sites nationwide.
• On June 4, 2025, the Company signed a Dealer Agreement with One Stop Truck & Equipment, a leading provider of truck and equipment solutions in North Highlands, California. Under the agreement, One Stop will leverage Hybrid’s innovative battery technology, including the Batt Pack and Batt Pack Jupiter, to offer sustainable, fossil-fuel-free power solutions to its customers. This collaboration aligns with both companies’ commitment to advancing clean energy solutions for diverse applications.
• On May 30, 2025, the Company signed a Partnership agreement with Civic Grid to power the first of its kind urban infrastructure product. The project will provide energy for The Nourish and Develop Foundation, an organization focused on community food systems and food security in the regional municipality of Durham, Ontario. Civic Grid’s visionary product makes clean energy infrastructure feel like an elegant part of the urban fabric. Powered by Hybrid’s cutting-edge battery technology, this initiative delivers reliable, emission-free energy, strengthens grid resilience and provides public energy amenities to the local community.
• On April 16, 2025, the Company announced the development of Cross-Platform Fleet Management and Remote Monitoring Software and an investor relations agreement with Dean Stuart of Boardmarker Group. Under the agreement, Hybrid will pay Boardmarker a cash fee of $5,000 per month for 12 months, with the option for either party to terminate with 30 days of notice without penalty. Additionally, Hybrid granted 400,000 stock options exercisable at the market price at the close of trading on April 15, 2025. Services under the agreement will encompass connecting with existing and prospective shareholders, creating a market outreach plan to engage key banking and investment dealers, and supporting external communications through press releases, marketing materials and presentations.
• On March 26, 2025, the Company debuted the next-generation Spark Cube product line, offering additional size options and a built-in display for real-time monitoring and management. All units in the new line are UL 9540 certified, ensuring compliance with stringent safety standards and expanding the range of deployment options across multiple locations. This certification highlights Hybrid’s commitment to providing safe and reliable energy storage systems that meet the highest industry standards. The introduction of multiple size options is a direct response to customer feedback, requesting greater flexibility in system sizing for various scenarios from small-scale installations to high-demand industrial applications. The new lineup includes small, medium and large sizes, each engineered to deliver peak power performance while maintaining cost-effectiveness. The new sizes cater to a broader range of applications, providing energy capabilities of 20 to 60 kilowatt-hours to meet diverse customer needs. This product expansion makes clean energy solutions more accessible to a wider audience. In addition to size flexibility, all units in the new line will feature an integrated display for real-time monitoring and control, enhancing user experience and operational efficiency.
• On March 20, 2025, the Company installed a Solar based Hybrid system for a United States construction company. This new Hybrid system, which operates entirely on solar power, significantly reduces operational costs and lowers environmental impact. Hybrid is currently evaluating the installation of an additional 25 units at the original installation site, further displacing the use of diesel generators.
• On March 12, 2025, the Company appointed Alvin Kersting as director and announced the resignation of Stephen Davidson from the board of directors. Mr. Kersting is an accomplished C-Suite executive with over 25 years of leadership and consulting experience for both private and publicly listed companies in highly regulated and advanced technology sectors, with extensive international exposure. His expertise spans business strategy, mergers and acquisitions, and operational growth, making him a valuable addition to Hybrid as it continues to expand its market presence. Currently, Mr. Kersting serves as a senior partner of Alliance Group Holdings Inc. and is an executive board member of Eye Care Professionals, a private equity acquisition firm. He also acts as an adviser to a United States-domiciled yacht charter company and serves as a corporate development and JV adviser to DiningTek, an AI-driven (artificial intelligence) restaurant marketplace software company. Previously, Mr. Kersting was a board member for the American Chamber of Commerce in Canada and the Ontario Aerospace Council. In addition, he has held five-year controlled goods program verification terms required to work with the U.S. Department of Defense, underscoring his extensive experience in managing compliance and regulatory standards for advanced technology sectors.
• On March 6, 2025, the Company received a up to $2.25 million matching funding grant from Government of Canada to accelerate innovation and expand cleantech manufacturing capabilities. The announcement was made by Ruby Sahota, Minister of Democratic Institutions and Minister responsible for FedDev Ontario, who visited the company’s headquarters. Canada’s dedication to advancing manufacturing and cleantech, and how cleantech solutions can help customers reduce operating costs while minimizing their environmental footprint, is further strengthened by strategic funding. This financial support accelerates the development and adoption of innovative cleantech technologies, enabling businesses to scale up production, enhance efficiency and broaden their impact across industries, ultimately benefiting both the economy and the environment.
• On January 20, 2025, the Company announced a shares for debt transaction for $50,000 through the issuance of 1,219,512 Common Shares at a deemed price of $0.041 per share and the conversion of $33,000 of convertible debentures into 660,000 common shares at a price of $0.05 per common share.
• On December 11, 2024, the Company announced an amendment to a convertible debenture agreement with the issuance of 1,000,000 common share purchase with an exercise price of $0.05 per Common Share. The Company also announced a shares for debt settlement transaction through the issuance of 290,000 common shares to settle debt of $14,500.
• On November 28, 2024, the Company announced the appointment of Mr. Muneer Yoosuf as Chief Financial Officer and appointed Bruno Antidormi to its board of directors. Mr. Yoosuf has over 20 years of accounting and financial management experience, Mr. Yoosuf brings a wealth of expertise across industries, including manufacturing, construction, defence and aerospace. During his career, he has successfully led financial teams, implemented enterprise resource planning and costing systems, and consolidated accounts for organizations managing over $7-billion (U.S.) in assets. Mr. Yoosuf is now focused on building a fully internal finance team for the company to lower operating costs, streamline reporting and improve operational efficiency. His leadership marks a significant milestone in Hybrid’s journey to enhance its internal capabilities. Mr. Antidormi is a seasoned construction industry leader, Mr. Antidormi recently retired from EllisDon Corp., where he served as senior vice-president overseeing major projects in the Greater Toronto Area. With over 35 years of experience, Mr. Antidormi has managed large-scale, complex projects across various sectors, including health care, and has been instrumental in delivering high-value construction projects on time and within budget.
• On October 31, 2024, the Company secured a purchase order for two Hybrid Terra energy systems from a global construction services and technology company. Each Terra unit has a manufacturer’s suggested retail price of $300,000, bringing the total value of the order to an impressive $600,000. The purchase was facilitated through Hybrid’s distribution partner, Fastening House. Hybrid is currently awaiting permission from the customer to release their name. This initial trial marks a key step for the construction services and technology company in integrating Hybrid’s clean energy technology into its projects, advancing the organization’s sustainability goals. The Terra systems will be used to demonstrate its potential to significantly reduce operating costs and fuel consumption, providing the customer with a sustainable energy alternative for construction sites.

Material Facts

There are no material facts about the Company and Units (consisting of Common Shares and Warrants) being distributed hereunder that have not been disclosed either in this Offering Document or in any other document filed by the Company in the 12 months preceding the date of this Offering Document on the Company’s profile at www.sedarplus.ca. You should read these documents prior to investing.

What are the business objectives that we expect to accomplish using the available funds?

The Company’s short‑term business objectives are focused on increasing inventory for upcoming orders, expanding market presence, and executing its reshoring and product modernization strategy. The Company continues its relocation project of its Terra Battery Systems to Canada to enhance quality control, improve production speed, and gain direct oversight of engineering and assembly processes. This near‑term shift supports the company’s broader mandate to reduce supply chain risks and prepare for scalable manufacturing of larger‑capacity systems. Concurrently, Hybrid is strengthening its North American footprint by expanding its sales network and accelerating outreach across high‑value industrial sectors such as construction, fleets, and defence. With an emphasis on operational discipline, the company continues to manage costs tightly while positioning for higher‑margin growth through innovation in its Batt Pack and Terra platforms. Development of its new IoT‑enabled fleet management ecosystem remains a key deliverable entering 2026, establishing Hybrid as a competitive player in smart, connected energy solutions. Overall, these short‑term objectives aim to build executional momentum, strengthen supply reliability, and set the foundation for profitability and sustained growth.

USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

 

		Assuming 100% of the Minimum Offering Completed	Assuming 100% of the Maximum Offering Completed
A	Amount to be raised by this offering	$1,000,000	$2,000,000
B	Selling commissions and fees(1)	$80,000	$160,000
C	Estimated offering costs (e.g., legal, accounting, audit)	$25,000	$25,000
D	Net proceeds of offering: D = A – (B+C)	$895,000	$1,815,000
E	Working capital as at the most recent month end (September 30, 2025)	($1,373,353)	($1,373,353)
F	Additional sources of funding(2)	$600,000	$600,000
G	Total available funds: G = D+E+F	$121,647	$1,041,647

Notes:

⁽¹⁾  The estimated selling commission and fees assumes that all subscribers to the Offering were introduced by a Finder (as defined below). For additional details, see “Fees and Commissions” below.

⁽²⁾     Gross proceeds available with the exercise of 10,000,000 share purchase warrants with an exercise price of $0.06.

How will we use the available funds?

 

Description of intended use of available funds listed in order of priority	Assuming 100% of the Minimum Offering Completed	Assuming 100% of the Maximum Offering Completed
Company Operations	$414,000	$1,174,000
Product and Company Research and Development	$86,000	$186,000
Sales Growth Initiatives	$50,000	$130,000
Investor Relations Activities	$60,000	$120,000
General Corporate Purposes and Administrative Expenses(1)	$390,000	$390,000
Unallocated Working Capital	$0	$0
Total	$1,000,000	$2,000,000

Notes:

• Estimated general corporate and administrative expenses for the next 12 months are expected to consist of approximately: (i) $50,000 for legal services, (ii) $25,000 to pay for the CSE’s continued listing fees and transfer agent fees, (iii) $50,000 for administrative costs and fees, (iv) $75,000 for accounting services and audit fees, (v) $25,000 for overhead and expenses, and (vi) $165,000 for management salaries and contractor fees.

The above noted allocation of capital and anticipated timing represents the Company’s current intentions based upon its present plans and business condition, which could change in the future as its plans and business conditions evolve. Although the Company intends to expend the proceeds from the Offering as set forth above, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary and may vary materially from that set forth above, as the amounts actually allocated and spent will depend on a number of factors, including the Company’s ability to execute on its business plan. See the “Cautionary Statement Regarding Forward-Looking Information” section above.

The Company’s most recent audited financial statements for the period ended May 31, 2025 included a going concern note. Management is aware, in making its going concern assessment, of recurring losses, ongoing negative cash flow and an ongoing dependence on financing activities that may cast significant doubt on the Issuer’s ability to continue as a going concern. The Company has not achieved profitable operations, has accumulated losses since inception and expects to incur further losses in the development of its business, which may cast doubt on the Issuer’s ability to continue as a going concern. The Offering is intended to permit the Company to continue to develop its business operations, and is not expected to affect the decision to include a going concern note in the next annual financial statements of the Issuer. The available funds will not be paid to an insider, associate, or affiliate of the Company, except for normal course salaries or consulting fees that are currently or may be paid by the Issuer to its officers and/or director.

 

How have we used the other funds we have raised in the past 12 months?

 

Date of Financing and Funds Raised	Intended Use of Funds	Use of Funds to Date/Explanation of Variances (if any)	Impact of Variances on Business Objectives and milestones (if applicable)
August 20, 2025 Private Placement of Secured Convertible Debentures for gross proceeds of $500,000	Production of Hybrid Terras, relocating Terra Manufacturing to North America, connected technology, marketing and new sales reps.	CA $450,000	Objectives in progress. No Variance.

FEES AND COMMISSIONS

 

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

The Company may pay finder’s fees to investment dealers and eligible finders (each, a “Finder”) in respect of subscribers introduced by the Finder with respect to the closing of any tranches of the Offering.

The Company may pay to each Finder, on the Closing Date, a cash commission of 8% of the gross proceeds raised in respect of the Offering from subscribers introduced by the Finder. In addition, upon the closing of any tranches of the Offering, the Company shall issue to each Finder non-transferable Common Share purchase warrants (the “Finder’s Warrants”), exercisable for a period of two (2) years following the Closing Date, subject to an acceleration clause in the same manner applicable to the Warrants, to acquire in aggregate that number of Common Shares (each, a “Finder’s Warrant Share”) which is equal to 6% of the number of Units sold under the Offering to subscribers introduced by the Finder at an exercise price equal to $0.10 per Finder’s Warrant Share.

Do the Finders have a conflict of interest?

The Company may pay fees to eligible Finders with respect to the closing of any tranches of the Offering in accordance with applicable securities laws and the policies of the CSE and to the knowledge of the Company, it will not be a “related issuer” or “connected issuer” of any such Finder, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts.

PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this Offering Document, you have a right: (a) to rescind your purchase of these securities with the Company, or (b) to damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal adviser.

U.S. OFFERING RESTRICTIONS

The Units, Common Shares and Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and, subject to certain exemptions from registration under the U.S. Securities Act and applicable state securities laws, may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons.

This Offering Document does not constitute an offer to sell or a solicitation of an offer to buy any Units, Common Shares or Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons. In addition, until 40 days after the commencement of the Offering, an offer or sale of Units, Common Shares or Warrants in the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

ADDITIONAL INFORMATION

Where can you find more information about us?

Securityholders can access the Company’s continuous disclosure filings on SEDAR+ at www.sedarplus.ca under the Company’s profile.

 

For further information regarding the Company, visit our website at: https://www.investhps.com

In connection with the purchase of Units under any tranches of the Offering, investors will be required to enter into a purchase agreement that will include terms and conditions that are typical for private placements of Units by reporting issuers similar to the Company.

Investors should read this Offering Document and consult their own professional advisors to assess the income tax, legal, risk factors and other aspects of their investment of Units.

 

 

 

 

CERTIFICATE OF THE COMPANY

October 22, 2025

 

This Offering Document, together with any document filed under Canadian securities legislation on or after October 22, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

 

 

By:          “Francois Byrne”                                             

Name:  Francois Byrne

Title:      Chief Executive Officer and Director

 

 

 

By:          “Muneer Yoosuf”                                            

Name:  Muneer Yoosuf

Title:      Chief Financial Officer