C-ONE transaction update

1

C-ONE transaction update

■

Significant regulatory approval progress made with

two key Chinese approvals obtained

■

TSX-V extension obtained to allow transaction closing

PRESS RELEASE FOR IMMEDIATE RELEASE

Montreal, Canada, October 31, 2023 - SRG Mining Inc. (TSXV: SRG) (“SRG” or the “Company”)

announced significant progress has been made towards meeting the closing conditions of the

proposed private placement, announced on July 10, 2023, to Carbon ONE New Energy Group Co.,

Ltd (“C-ONE”).

Under terms of the agreement, SRG will issue 28,222,380 common shares to C -ONE (or its

designated affiliate) through a private placement at a price of C$0.60 per share (the “ Private

Placement”). The subscription amount is approximately C$16.9 million (US$12.7 million) (the

“Subscription Amount”).

On closing, C -ONE will come to own 19.4% of SRG’s issued and outstanding common shares

establishing C-ONE as one of SRG’s largest shareholders. SRG’s largest shareholder, La Mancha

Investments S.a r.l. (“La Mancha”) will partially exercise its anti-dilution right such that at closing both

La Mancha and C-One will own 19.4% of SRG’s enlarged issued and outstanding common shares.

The transaction is subject to customary closing conditions, including three Chinese regulatory

approvals. In addition, the transaction is subject to approval of the Canadian Government pursuant

to a voluntary notification filing under the Investment Canada Act.

Chinese Regulatory Approval Process

The transaction has received approval from the Ministry of Commerce (“ MOFCOM”) of the Peoples

Republic of China and the National Development and Reform Commission (“NDRC”) of the People’s

Republic of China. A final approval from the State Administration of Foreign Exchange (“ SAFE”) of

2

the Peoples Republic of China is expected in the near future. Beyond these approvals, no further

Chinese regulatory approvals are required to complete the transaction.

TSX-V Extension

The TSX Venture Exchange (the “Exchange”) has approved an extension to deposit the Subscription

Amount in escrow in Canada. Under the revised terms of the agreement with the Exchange, C-ONE

has agreed to deposit the Subscription Amount in escrow on, or before, November 30, 2023.

Following this and receipt of the SAFE approval, completion of the Private Placement will be

conditional solely on the approval of the Private Placement by Canadian Government pursuant to a

voluntary notification filing under to the Investment Canada Act. Closing is expected to occur by Q1

2024.

The common shares will be subject to a four month and one day hold period from the date of their

issuance in accordance with applicable securities laws and the policies of the Exchange.

About C-ONE

A leading private anode materials company in China, C-ONE was founded in 2022 by C-ONE’s Chair,

Yue Min. Mr. Yue is a co -founder of BTR New Material Group Co., Ltd, the largest anode materials

company in the world, and is a pioneer in China’s graphite and silicon-based anode industry. As a

principal inventor, Mr Yue is a leading authority with over 30 years of experience in anode materials

who has drafted numerous industry standards and has over 300 battery-related patents in his name.

C-ONE has assembled a large production base for various anode materials that sets the benchmark

in the industry, including natural flake graphite. C-ONE is an innovative anode material industry leader

and one of the lowest cost anode material producers in China, with a current instal led capacity of

300,000 tonnes per annum (“tpa”) of CSPG. C-ONE owns several natural flake graphite mines that

feed 250,000 tpa of spheroidizing capacity, 275,000 tpa of chemical purification capacity and 100,000

tpa of thermal purification capacity as well as 300,000 tpa of ALD-like coating capacity.

In addition to natural flake graphite material, C -ONE has the capacity to produce 150,000 tpa of

artificial graphite and planned production of 15,000 tpa of silicon-based products.

About SRG

SRG Mining is a Canadian-based mining company focused on developing the Lola Graphite Project

located in the Republic of Guinea, West Africa. The Lola Graphite Project has Proven and Probable

Reserves of 41Mt at a grade of 4.14% Cg . SRG aims to develop a fully integrated source of battery

anode material to supply the European and North American lithium -ion and fuel cell markets. With

attractive operating costs, proximity to European end -markets and strong ESG credentials, the

Company is poised to become a r eliable supplier while promoting sustainability and supply chain

transparency. SRG is committed to generating sustainable, long -term benefits that are shared with the

host countries and communities where it operates.

For additional information, please visit SRG’s website at www.srgmining.com.

3

Contact :

Matthieu Bos Matt Johnston

President & CEO Corporate Development Advisor

Email: [email protected] Email: [email protected]

Telephone: +1 (514) 512-1320

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the

TSXV) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking information" within the meaning of Canadian securities

legislation. All information contained herein that is not clearly historical in nature may constitute

forward-looking information. Generally, such forward-looking information can be identified by the use

of forward -looking terminology such as “progress”, “intends”, “accelerate”, advance”, “confident”,

“aim”, “develop”, “expected”, “include”, “will”, “become”, “continue”, “deliver”, “believe”, or variations

of such words and phrases or state that certain actions, events or results "may", "could", "would" or

"might". Forward-looking information is subject to known and unknown risks, uncertainties and other

factors that may cause the actual results, level of acti vity, performance or achievements of the

Company to be materially different from those expressed or implied by such forward -looking

information, including but not limited to: (i) volatile stock price; (ii) the general global markets and

economic conditions; (iii) the possibility of write-downs and impairments; (iv) the risk associated with

exploration, development and operations of mineral deposits and mine plans for the Company’s

mining operations; (v) the risk associated with establishing title to mineral properties and assets

including permitting, development, operations and production from the Company’s operations being

consistent with expectations and projections; (vi) fluctuations in commodity prices, finding offtake

takers and potential clients or enforcing such agreements against same, (vii) prices for diesel, process

reagents, fuel oil, electricity and other key supplies being approximately consistent with current levels;

(viii) production and cost of sales forecasts meeting expectations; (ix) the ac curacy of the mineral

reserve and mineral resource estimates of the Company; (x) labour and materials costs increasing

on a basis consistent with the Company's current expectations; (xi) there being no significant

disruptions affecting the operations of th e Company whether due to climate change, COVID -19

restrictions, the war in Ukraine, artisanal miners, access to water, extreme weather events and other

or related natural disasters, labour disruptions, supply disruptions, power disruptions, damage to

equipment or otherwise; and (xi) asset impairment (or reversal) potential, being consistent with the

Company's current expectations. and other risks and factors described or referred to in the section

entitled "Risk Factors" in the MD&A of the Company and which is available at www.sedar.com, all of

which should be reviewed in conjunction with the information found in this news release.

Although the Company has attempted to identify important factors that could cause actual results to

differ materially from those contained in the forward -looking information, there may be other factors

that cause results not to be as anticipated, estimated or intended. There can be no assurance that

such forward-looking information will prove to be accurate, as actual results and future events could

differ materially from those anticipated in such forward -looking information. Such forward -looking

information has been provided for the purpose of assisting investors in understanding the Company's

4

business, operations and exploration plans and may not be appropriate for other purposes.

Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking

information is given as of the date of this press release, and th e Company does not undertake to

update such forward-looking information except in accordance with applicable securities laws.