Falcon Announces Results of Annual General Meeting
Falcon Energy Materials plc
Level 7, Al Maryah Tower, Al Maryah Island, Abu Dhabi, United Arab Emirates
falconem.net
Falcon Announces Results of Annual General Meeting
PRESS RELEASE FOR IMMEDIATE RELEASE
Abu Dhabi, United Arab Emirates, June 10, 2025 – Falcon Energy Materials plc (TSX-V: FLCN)
(“Falcon” or the “ Company”) today announces that all nominees listed in the management proxy
circular were elected as directors of the Company at its annual general meeting of shareholders
(“AGM”) held on Monday, June 9, 2025.
A total of 47,746,095 ordinary shares or 38.43% of the Company’s issued and outstanding ordinary
shares as of the record date were represented in person or by proxy at the AGM.
1. Election of Directors
The seven nominees listed in the Management Proxy Circular dated May 2, 2025, were elected as
directors of the Company for the ensuing year, receiving the following votes:
Nominee
Votes
For
% of Votes
For
Votes
Withheld
% of Votes
Withheld
Benoit La Salle 47,677,993 99.86 68,102 0.14
Marc Filion 47,211,270 98.88 534,825 1.12
Yves Grou 47,694,970 99.89 51,125 0.11
Abdoul Aziz Nassa 47,697,470 99.90 48,625 0.10
Alhamdou Diagne 47,694,970 99.89 51,125 0.11
Vincent Benoit 47,742,970 99.99 3,125 0.01
Emma Le Ster 47,694,970 99.89 51,125 0.11
Falcon Energy Materials plc
Level 7, Al Maryah Tower, Al Maryah Island, Abu Dhabi, United Arab Emirates
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2. Appointment of External Auditors
In addition, Pricewaterhouse Coopers LLP, chartered accountants, in accordance with applicable
Canadian legal requirements, and Grant Thornton Audit and Accounting Limited in accordance with
Abu Dhabi Global Market legal requirements, were approved as External Auditors of the Company
for the ensuing year and authorized the Directors to fix their respective remuneration for the next
year.
Votes For % of Votes For Votes Withheld % of Votes Withheld
47,745,470 100.00 625 0%
3. Ratification of Previous Issuance of Ordinary Shares Under the 2025 Private Placement
Shareholders passed an ordinary resolution to ratify the issuance of 10,874,832 Units, each Unit
being comprised of one o rdinary share and a share purchase warrant to purchase an additional
warrant share under the 2025 Private Placement (“2025 Private Placement”) which closed on March
24, 2025.
Votes For % of Votes For Votes Against % of Votes Against
47,733,470 99.97 12,625 0.03
4. Ratification of Control Person
Under the 2025 Private Placement, La Mancha Investments S.à r.l. (“ La Mancha ”) agreed to
subscribe to 4,166,666 Units for aggregate cash consideration of $2,499,999.60 (the “ La Mancha
Participation”) by exercising its anti -dilution rights granted by the Company pursuant to an
investment agreement dated March 31, 2022 between La Mancha and the C ompany. Immediately
prior to the 2025 Private Placement, La Mancha beneficially owned and had control and direction
over an aggregate of 27,442,941 ordinary shares , representing 22.09 % of the then issued and
outstanding ordinary shares.
As part of the 2025 Private Placement, the TSXV required that the La Mancha Participation be
approved by disinterested shareholders at the Annual General Meeting. The La Mancha Participation
in the 2025 Private Placement is irrevocable and has been closed in escrow, pending disinterested
shareholder approval.
Disinterested shareholders approved an ordinary resolution approving: (i) the sale of 4,166,666 Units
to La Mancha, and (ii) La Mancha being a “Control Person” of the Company (the “Control Person
Resolution”). As a result of the disinterested shareholders’ approval, La Mancha beneficially owns
and has control and direction over an aggregate of 31,609,607 ordinary shares representing 24.62%
of the issued and outstanding ordinary shares , and an additional 4,166,666 warrants representing,
in aggregate with the ordinary shares , 23.01% of the issued and outstanding ordinary shares ,
including ordinary shares that would be issued if all warrants and convertible securities issued were
converted into ordinary shares.
Falcon Energy Materials plc
Level 7, Al Maryah Tower, Al Maryah Island, Abu Dhabi, United Arab Emirates
falconem.net
Votes For % of Votes For Votes Against % of Votes Against
20,242,529(1) 99.70 60,625 0.30
(1) Excluding 27,442,941 ordinary shares held by disinterested holders.
5. Grant to Board Authority to Allot Additional Ordinary Shares
Shareholders also passed an ordinary resolution granting the Board the authority to allot, until June
9, 2026, up to an additional number of ordinary shares equal to 100% of the total number of issued
and outstanding ordinary shares , representing up to 128,413,727 additional ordinary shares ,
including securities convertible or exchangeable into ordinary shares, at a minimum purchase price
per ordinary share based on the then applicable TSXV rules for financing purposes, subject to
obtaining all required regulatory approvals, including approval from the TSXV.
The Board’s ability to authorize and issue o rdinary shares pursuant to the authorized capital
resolution will at all times be subject to compliance with applicable regulatory and stock exchange
requirements, including the rules and policies of the TSXV.
Votes For % of Votes For Votes Against % of Votes Against
47,682,970 99.87 63,125 0.13
ABOUT FALCON ENERGY MATERIALS PLC
Falcon Energy Materials PLC (TSX-V: FLCN) aims to become a fully integrated supplier of battery
anode materials. The Company’s integrated business model would result in the creation of a mine-
to-market active anode material producer, hosting a large high-purity graphite production mine in the
Republic of Guinea, and a value -added, coated spherical purified graphite conversion facility in
Morocco.
With attractive operating costs, proximity to European end-markets and strong ESG credentials, the
Company is poised to become a reliable supplier while promoting sustainability and supply chain
transparency. Falcon 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 Falcon’s website at www.falconem.net
Contact:
Matthieu Bos Matt Johnston
President & CEO IR Advisor
Email: [email protected] Email: [email protected]
Telephone: +971 2307 4013
Falcon Energy Materials plc
Level 7, Al Maryah Tower, Al Maryah Island, Abu Dhabi, United Arab Emirates
falconem.net
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking information" within the meaning of Canadian securities
legislation and other statements that are not historical facts. Forward -looking statements are
included to provide information about management’s current ex pectations and plans that allow
investors and others to have a better understanding of the Company’s business plans and financial
performance and condition.
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 “aim”, “become”, “commit” or variations of such words and phrases or
state that certain actions, events or results “may”, “could”, “will”, “would” or “might”. Specific forward-
looking statements in this press release include, but are not limited to, statements and information
with respect to: (1) Falcon’s aim to become a fully integrated supplier of battery anode material; (2)
the creation of a mine- to-market active anode material producer through Falcon’s integrated
business model; (3) the development of a high- purity graphite production mine in the Republic of
Guinea; (4) the development of a value-added, coated spherical purified graphite (CSPG) conversion
facility in Morocco; (5) Falcon being poised to become a reliable supplier of anode materials while
promoting sustainability and supply chain transparency, supported by attr active operating costs,
proximity to European end- markets, and strong ESG credentials; and (6) Falcon’s commitment to
generating sustainable, long-term benefits to be shared with host countries and communities where
it operates.
Forward-looking information is based upon certain assumptions and other important factors and
assumptions subject to significant business, geological, economic and competitive uncertainties and
contingencies that, if untrue, could cause the actual results, performance or achievements of the
Company to be materially different from future results, performance or achievements expressed or
implied by such information or statements. There can be no assurance that such information or
statements will prove to be accurate. Key assumptions upon which the Company’s forward-looking
information is based include, without limitation, (1) the Company’s capacity to execute on its strategic
and operational plans; (2) stable political, social, and legal conditions in Morocco and Republic of
Guinea and the absence of significant disruptions affecting operations due to civil unrest, regulatory
changes, or other external factors; (3) that economic and market conditions, including interest rates,
inflation, exchange rates, and commodity prices, remain consistent with current expectations; (4) the
ability of Falcon to secure additional financing or strategic investment on favourable terms, if and
when needed, to fund projects development; and (5) the assumption that no material adverse events
will occur that prevent Falcon from achieving its objective of becoming a fully integrated supplier of
battery anode materials.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which
may have been used. Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results, l evel of activity, 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
Falcon Energy Materials plc
Level 7, Al Maryah Tower, Al Maryah Island, Abu Dhabi, United Arab Emirates
falconem.net
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) there being no significant disruptions
affecting the operations of the Company whether due to 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; (vii) asset impairment (or reversal) potential, being
consistent with the Company's current expectations; (viii) the Government of Guinea’s ability to
revoke the Project exploitation permit; and (ix) the Company’s ability to defend the Company’s rights
and investment in the Project. In addition, readers are directed to carefully review the detailed risks
and uncertainties described or referred to in the section entitled “Risk and Uncertainties” in the
Company’s management’s discussion and analysis for the year ended December 31, 2024, as
updated from time to time in the Company’s interim management’s discussion and analysis for its
quarterly financial periods, each of which is filed on SEDAR+ at www.sedarplus.ca.
Although the Company believes its expectations are based upon reasonable assumptions and has
attempted to identify important factors that could cause actual actions, events or results to differ
materially from those described in forward-looking statements, there may be other factors that cause
actions, events or 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 m aterially 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 business, operations and exploration plans and may not be appropr iate 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 the Company does not
undertake to update such forward- looking information except in accordance with applicable
securities laws. The Company qualifies all of its forward -looking statements by these cautionary
statements.