Graphano Closes Private Placement
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Graphano Closes Private Placement
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Vancouver, BC, September 5, 2025 - Graphano Energy Ltd. (“Graphano” or the “Company”) (TSX-
V: GEL; FWB: 97G0) is pleased to announce that it has closed its non-brokered private placement financing
(the “Private Placement”) originally announced on August 15, 2025.
Pursuant to the Private Placement, the Company issued 2,000,000 units (each, a “Unit”) at a price of $0.15
per Unit, for aggregate gross proceeds of $300,000. Each Unit consists of one common share of the
Company (each, a “Share”) and one common share purchase warrant (each, a “ Warrant”). Each Warrant
entitles the holder to acquire one additional Share at a price of $0.25 for a period of 36 months from the
date of issuance.
The Units were offered pursuant to the listed issuer financing exemption under Part 5A of National
Instrument 45-106 – Prospectus Exemptions (the “Listed Issuer Financing Exemption ”) in each of the
Provinces of Canada, except Quebec and New Brunswick, and in other qualifying jurisdictions.
The net proceeds of the Private Placement will be used to advance exploration activities, including a
planned drill program on the Company’s Black Pearl project and bulk sampling and prospecting on
unexplored zones of the Company’s Lac Aux Bouleaux and Standard projects.
The securities issued under the Listed Issuer Financing Exemption are immediately freely tradeable under
applicable Canadian securities legislation. The Private Placement is subject to the final approval of the TSX
Venture Exchange.
In connection with the Private Placement, the Company paid aggregate cash finder’s fees of $18,000.00 to
an arm’s length finder, representing 6% of the gross proceeds from the sale of Units placed by the finder,
in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
The securities described herein have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws. Accordingly, such
securities may not be offered or sold within the United States except pursuant to an available exemption
from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news
release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States.
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.
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
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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 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.
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”, “possible”, 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 things, statements
regarding the use of proceeds of the Private Placement and the Company’s planned exploration activities,
including a drill program and bulk sampling and prospecting activities . 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, risks related to exploration activities, results of exploration programs,
commodity prices, market conditions, the availability of financing, and general economic, business and
regulatory risks, the risk that the Company may not receive all necessary regulatory approvals, including
TSX Venture Exchange acceptance, and that the use of proceeds of the Private Placement may differ from
those stated . These risks, as well as others , are disclosed within the Company's filing s 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.