Focus Graphite Announces Non-Brokered Private Placement
Focus Graphite Announces Non-Brokered Private Placement
Ottawa, September 30, 2024—Focus Graphite Inc. (TSXV:FMS, OTCQX:FCSMF;
FRANKFURT:FRA) (the “Company”) announced today that it has arranged a non-brokered
private placement of up to 4,000,000 units (the “Units”) of the Company at a price of $0.075 per
Unit (the “Offering Price”) for aggregate gross proceeds to the Company of up to $300,000 (the
“Offering”). Each Unit will consist of one common share (a “Common Share”) in the capital of
the Company and one non-transferable common share purchase warrant (each whole warrant, a
“Warrant”) of the Company. Each whole Warrant will entitle the holder thereof to acquire one
Common Share at an exercise price per Common Share of $0.10 for a period of 24 months from
the closing of the Offering (the “Closing Date”).
No commissions or fees are payable in connection with this financing. The net proceeds of this
financing will be used to maintain the Company's existing operations and general working
capital requirements.
The Offering is expected to close on or about October 3, 2024 (the "Closing Date"), and is
subject to certain conditions including, but not limited to, the receipt of all necessary approvals,
including the approval of the TSX Venture Exchange, as well as the satisfaction of other
customary closing conditions. The Units will be sold on a private placement basis to accredited
investors and insiders of the Company pursuant to the "accredited investor" exemption or other
available and agreed upon exemptions from prospectus requirements. The Units, including all
underlying securities thereof, will have a hold period of four months and one day from the date
of issue.
It is anticipated that the closing of the Offering will constitute a Related Party Transaction (as the
term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions (“MI 61-101”)) because insiders of the Company will participate. The
Company has relied on exemptions from the formal valuation and minority shareholder approval
requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of
the Offering as the fair market value (as determined under MI 61-101) of the Offering is below
25% of the Company's market capitalization (as determined in accordance with MI 61-101).
The Company is also pleased to announce that further to the closing of the private placement
previously disclosed in its May 7, 2024 News Release, the proceeds raised in that offering were
used for the Company’s drilling program and working capital.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
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About Focus Graphite
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 about Focus Graphite, please visit www.focusgraphite.com.
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.
Focus Graphite Investor Contact:
Focus Graphite Inc.
Judith Mazvihwa-MacLean
CFO
(613) 581-4040
Neither the 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 Statement
This News 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 "plans", "expects" "anticipates" or
"does not anticipate", or "believes", or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of activity, performance, or
achievements of the Company to be materially different from those expressed or implied by such
forward-looking information. Forward-looking information is based on assumptions
management believes to be reasonable at the time such statements are made, including but not
limited to, receipt of required regulatory approvals, and such other assumptions and factors as set
out herein. 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 business and operations and may not be appropriate
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for other purposes. Accordingly, readers should not place undue reliance on forward-looking
information. Forward-looking information is made as of the date of this News Release, and the
Company does not undertake to update such forward-looking information except in accordance
with applicable securities laws.