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GPH: TSX‐V GPHOF: OTCQX 34085|6554478_2|2 Graphite One Announces Closing of Second Tranche of $998,000 in Private Placement Offering

Financings

GPH: TSX‐V GPHOF: OTCQX

34085|6554478_2|2

Graphite One Announces Closing of

Second Tranche of $998,000 in Private

Placement Offering

NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED

STATES

September 24, 2021 - Graphite One Inc. (GPH: TSX-V; GPHOF: OTCQX) (“Graphite

One” or the “Company”) is pleased to announce that it has closed the second and final

tranche of the previously announced brokered private placement financing (“Tranche Two

Financing”) press released on June 30, 2021 (press release “Graphite One Announces Up

to CA$12 Million Private Placement”) and the extension of the Tranche Two Financing as

press released on August 30, 2021 (“Graphite One Announces Update on Timing of

Closing Second Tranche of CA$12 Million Brokered Private Placement”).

The Tranche Two Financing raised gross proceeds of CA$998,000. In this tranche,

998,000 units of the Company (each a “Unit”) were issued at an issue price of CA$1.00 per

Unit with each Unit consisting of one common share in the capital of the Company (a

“Common Share”) and one common share purchase warrant (each a “Warrant”), with each

Warrant entitling the holder thereof to acquire, on payment of CA$1.50 to the Company,

one common share of the Company, subject to adjustment in certain circumstances, until

August 12, 2022.

The Tranche Two Financing was conducted pursuant to the terms of an agency agreement

dated August 12, 2021 entered into between the Company and Canaccord Genuity Corp.

(the “Agent”). The Company has paid the Agent a cash fee totaling CA$69,860 equal to 7%

of the gross proceeds of the Tranche Two Financing and issued 69,860 compensation

warrants equal to 7% of the number of Units sold under the Tranche Two Financing (each a

“Compensation Warrant”). Each Compensation Warrant will be exercisable to purchase

one Common Share at an exercise price of CA$1.00, subject to adjustment in certain

circumstances, until August 12, 2022.

The Company intends to use the net proceeds from the Tranche Two Financing for

exploration and development on the Company’s Graphite Creek Property and general

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working capital and corporate purposes. Completion of the Tranche Two Financing is

subject to receipt of final applicable regulatory approvals including final approval of the TSX

Venture Exchange. All securities issued in connection with the Tranche Two Financing will

be subject to a four month hold period ended January 25, 2022.

This media release does not constitute an offer to sell or a solicitation of an offer to buy any

of the securities in the United States. The securities 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 and may not be offered or sold within the

United States or to U.S. Persons unless registered under the U.S. Securities Act and

applicable state securities laws or an exemption from such registration is available.

About Graphite One Inc.

GRAPHITE ONE INC. (GPH: TSX-V; GPHOF: OTCQB) (the “Company”) is a developing

advanced graphite materials company. Planning continues on its Graphite One Project (the

“Project”), whereby it could become an American producer of high grade Coated Spherical

Graphite (“CSG”) integrated with a domestic graphite resource. The Project is proposed as

a vertically integrated enterprise to mine, process and manufacture high grade CSG

primarily for the lithium-ion electric vehicle battery market and energy storage systems as

well as other value-added products. As set forth in its Preliminary Economic Assessment,

graphite mineralization, mined from the Company’s Graphite Creek Property, would be

processed into concentrate at a plant to be located on the Graphite Creek Property situated

on the Seward Peninsula about 60 kilometers north of Nome, Alaska. CSG and other

value-added graphite products would be manufactured from the concentrate at the

Company’s proposed advanced graphite materials manufacturing facility whose location is

being investigated. The Company is progressing the Project’s Pre Feasibility Study and

intends to make a production decision once a Feasibility Study is completed.

On Behalf of the Board of Directors

"Anthony Huston” (signed)

For more information on Graphite One Inc., please visit the Company’s website,

www.GraphiteOneInc.com or contact:

Anthony Huston

CEO, President & Director

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Tel: (604) 889-4251

Email: [email protected]

Investor Relations Contact

Tel: (604) 684-6730

[email protected]

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.

This release includes certain statements that may be deemed to be forward-looking

statements. All statements in this release, other than statements of historical facts that

address the use of proceeds from the Offering, receipt of regulatory approvals, exploration

drilling, exploitation activities and events or developments that the Company expects, are

forward-looking statements. Although the Company believes the expectations expressed in

such forward-looking statements are based on reasonable assumptions, such statements

are no guarantees of future performance and actual results or developments may differ

materially from those in the forward-looking statements. Factors that could cause actual

results to differ materially from those in forward-looking statements include the receipt of all

necessary regulatory approvals, market prices, exploitation and exploration successes,

continuity of mineralization, uncertainties related to the ability to obtain necessary permits,

licenses and title and delays due to third party opposition, changes in government policies

regarding mining and natural resource exploration and exploitation, and continued

availability of capital and financing, and general economic, market or business conditions.

Readers are cautioned not to place undue reliance on this forward-looking information,

which is given as of the date it is expressed in this press release, and the Company

undertakes no obligation to update publicly or revise any forward-looking information,

except as required by applicable securities laws. For more information on the Company,

investors should review the Company's continuous disclosure filings that are available at

www.sedar.com.