Focus Announces Proposed Debt Settlement
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Focus Announces Proposed Debt Settlement
(TSXV: FMS)
Ottawa, ON October 23, 2024 – Focus Graphite Inc. (TSXV:FMS) (“Focus” or the “Company”)
announced today that is has reach an agreement (the “Debt Settlement”) with JJJY Holdings Inc.
(the “Creditor”) to settle an aggregate of $865,000 in debt owed by the Company to the Creditor
in respect of an unsecured loan made to the Company on $2,300,000 (the “ Debt”). The Debt has
no maturity date and bears no interest.
The Creditor has agreed to convert its indebtedness into common shares of the Company (the
“Common Shares”) at a price of $0.075 per Common Share, subject to receipt of the approval
from the TSX Venture Exchange. It is expected that, upon the completion of the Debt Settlement,
subject to receipt of the requisite approvals, the Company will issue 11,533,333 Common Shares
to the Creditor.
The Creditor currently beneficially owns 4,321,132 Common Shares and 2,900,000 options to
purchase Common Shares (approximately 6.37% of the total issued and outstanding Common
Shares of the Company on an undiluted basis and 10.21% on a fully diluted basis ). It is expected
that upon the completion of the Debt Settlement, Mr. York will beneficially own 15,854,465
Common Shares (approximately 19.99% of the Company’s Common Shares on an undiluted basis
and 22.81% on a fully diluted basis).
The Common Shares issued in connection with the Debt Settlement will be subject to a hold period
of four months and a day from the date of issuance.
Related Party Transaction
The Debt Settlement is a "related party transaction" as defined under Multilateral Instrument 61 -
101 - Protection of Minority Securityholders in Special Transactions ("MI 61 -101") as the
Creditor is controlled by a director and Chairman of the Board of Focus. The Debt Settlement is
exempt from the formal valuation and minority shareholder approval requirements of MI 61- 101
pursuant to subsection 5.5(a) and 5.7(a) of MI 61- 101 as neither the fair market value of the
transaction nor the fair market value of t he consideration exceeds 25% of the Company’s market
capitalization.
About Focus Graphite Inc.
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Focus Graphite Inc. is an advanced exploration company with an objective of producing flake
graphite concentrate at its wholly owned Lac Knife flake graphite deposit located 27 km south of
Fermont, Québec. In a second stage, to meet Quebec stakeholder interests of transformation within
the province and to add shareholder value. Focus is evaluating the feasibility of producing value
added graphite products including battery-grade spherical graphite.
Focus Graphite is a technology-oriented graphite development company with a vision for building
long-term, sustainable shareholder value. Focus also holds a significant equity position in graphene
applications developer Grafoid Inc.
For more information, please visit www.focusgraphite.com or contact:
Judith Mazvihwa-Maclean, CFO
T. +1(613)581-4040
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.
Forward Looking Statements
Except for statements of historical fact, this news release contains certain "forward -looking information"
within the meaning of applicable securities law. Forward-looking information is frequently characterized
by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar
words, or statements that certain events or conditions "may" or "will" occur. Although we believe that the
expectations reflected in the forward-looking information are reasonable, there can be no assurance that
such expectations will prove to be correct. We cannot guarantee future results, performance or
achievements. Consequently, there is no representation that the actual results achieved will be the same, in
whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the
statements are made and are subject to a variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those anticipated in the forward-looking information.
Please refer to the risk factors disclosed under our profile on SEDAR at www.sedar.com. Readers are
cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary
statement. We undertake no duty to update any of the forward -looking information to conform such
information to actual results or to changes in our expectations except as otherwise required by applicable
securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.