Graphano Announces Warrant Repricing
Page 1 of 2
Graphano Announces Warrant Repricing
Vancouver, BC, March 5, 2026 - Graphano Energy Ltd. (“Graphano” or the “ Company”) (TSX-V:
GEL; OTC PINK: GELEF; F WB: 97G0) is pleased to announce that, subject to acceptance by the TSX
Venture Exchange (“TSXV”), it intends to amend the exercise price of 12,334,240 common share purchase
warrants (the "Warrants").
The Warrants were originally issued pursuant to private placements of subscription receipts (the
“Subscription Receipts ”) that closed on December 22, 2020, and April 19, 2021. The Subscription
Receipts converted into common shares (the “ Shares”) and Warrants upon the listing of the Company’s
Shares on the TSXV on August 21, 2021.
The Warrants are currently exercisable at a price of $0.52 per Share until August 27, 2026. Subject to
acceptance by the TSXV, the exercise price of the Warrants will be amended to $0.33 per Share. All other
terms of the Warrants, including the expiry date, will remain unchanged.
The amendment to the Warrant terms is intended to better reflect current market conditions. If exercised,
the Warrants would provide additional working capital to the Company.
Directors and officers of the Company hold approximately 2.27% of the Warrants subject to the proposed
amendment. None of the Warrants subject to the amendment were issued as compensation warrants to
agents, brokers or finders.
The amendment remains subject to acceptance by the TSXV.
The Company also announces the appointment of Andrew Gainsbury, formerly the Company’s Controller,
as acting Chief Financial Officer on an interim basis. Mr. Gainsbury, CFA, CMA, has over 16 years of
experience in financial management and consulting in both Canada and Brazil. His most recent experience
includes serving as Controller for several publicly -listed Canadian junior mining companies. Previously,
he was Chief Financial Officer of a Brazilian engineering firm with over 800 employees, as well as a senior
consultant leading corporate finance projects across multiple industries for Deloitte in Brazil. He specializes
in strategic management, mergers and acquisitions, fundraising, as well as corporate restructuring. He holds
an MBA from McGill University and has earned his CFA and CMA designations.
Mr. Gainsbury replaces James (Jay) Richardson, who has temporarily stepped away from his duties as Chief
Financial Officer for medical reasons. Mr. Richardson remains a director of the Company. The Company
wishes Jay a speedy and full recovery.
About Graphano Energy
Graphano Energy Ltd. is an exploration and development company that is focused on evaluating, acquiring,
and developing energy metals resources from exploration to production.
Page 2 of 2
Graphite is one of the most in -demand technology minerals that is required for a green and sustainable
world. The Company’s Lac Aux Bouleaux property, situated adjacent to Canada’s only producing graphite
mine, in Quebec, Canada, has historically been an a ctive area for natural graphite. With the demand for
graphite growing in some of the most prominent and cutting -edge industries, such as lithium batteries in
electric cars and other energy storage technologies, the Company is developing its project s to meet the
demands of the future.
ON BEHALF OF THE BOARD OF DIRECTORS
Luisa Moreno
Chief Executive Officer and Director
Neither 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.
Cautionary Note Regarding 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 legislation. All
statements, other than statements of historical fact, included herein, without limitation, are forward-looking
statements. Forward -looking statements are frequently, but not always, identified by words such as
“expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “poss ible”, and similar
expressions, or statements that events, conditions, or results “will”, “may”, “could”, or “should” occur
or be achieved. Forward -looking statements in this news release relate to, among other matters, the
amending of the exercise price of the Warrants, receipt of all necessary approvals in connection therewith,
and statements regarding the anticipated impact of the appointment of the Company’s new executive officer.
There can be no assurance that such statements will prove to be accurate and actual results and future
events could differ materially from those anticipated in such statements. Forward-looking statements reflect
the beliefs, opinions and projections on the date the statements are made and are based upon a number of
assumptions and estimates that, while considered reasonable by Graphano, are inherently subject to
significant business, economic, competitive, political and social uncertainties and contingencies. Many
factors, both known and unknown, could cause actual results, performance or achievements to be materially
different from the results, performance or achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made assumptions and estimates based on or related to
many of these factors. Such factors include, without limitation, the TSX Venture Exchange not approving
the amending of the exercise price of the Warrants. These risks, as well as others, are disclosed within the
Company's filing on SEDAR+ at www.sedarplus.ca, the Canadian Securities Administrators' national
system that all market participants use for filings and disclosure, which investors are encouraged to review
prior to any transaction involving the securities of the Company. Readers should not place undue reliance
on the forward-looking statements and information contained in this news release concerning these items.
Graphano does not assume any obligation to update the forward -looking statements of beliefs, opinions,
projections, or other factors, should they change, except as required by applicable securities laws.