Graphite One Announces Name Change, Share Consolidation and Loan Repayment
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Graphite One Announces Name Change,
Share Consolidation and Loan Repayment
March 13, 2019 – Vancouver, British Columbia – Graphite One Inc. (GPH: TSX‐V; GPHOF: OTCQB)
(“Graphite One” or the “Company”) Graphite One is pleased to announce that further to the approva l
received at a Special Meeting of Shareholders held on February 22, 2019 (the “Meeting”) and as described
in more detail in the management information circular of the Company dated January 18, 2019 (the
“Circular”), the Company’s name has changed to “Graphite One Inc.” In connection with the name change,
the Board has authorized a consolidation of its outstanding com mon shares (“ Common Shares”) on the
basis of one (1) post‐consolidation Common Share for every ten (10) pre‐consolidation Common Share
(the “Share Consolidation”).
Furthermore, at the Meeting and as described in the Circular, t he conversion of the Company’s existing
d e b t o w e d t o T a i g a M i n i n g C o m p a n y , I n c . ( “Taiga”) into Common Shares of the Company has been
approved and in connection, the creation of Taiga as a new “con trol person”.
Name Change and Share Consolidation
T h e c h a n g e o f t h e C o m p a n y n a m e t o “ G r a p h i t e O n e I n c . ” i s t o p r esent the Company as more than a
resource development company as it progresses with developing i nto a technology and advanced
materials manufacturing entity as well as a resource development company.
The Company has received approval of the TSX Venture Exchange ( the “TSXV”) for the name change and
Share Consolidation. The Company’s Common Shares will begin trading under the new name on the TSXV
on a post‐consolidated basis at market open on Monday, March 18 , 2019. The Company will continue to
trade under the symbol “GPH” on the TSXV. It is expected that t he Share Consolidation will reduce the
number of outstanding Common Shares from 326,122,448 Common Shares to approximately 32,612,245
post‐consolidated Common Shares on a non‐diluted basis. No frac tional shares will be issued with any
fraction of a share less than one‐half of a Common Share being cancelled and with any fraction of a share
more than one‐half of a Common Share being rounded down to the nearest whole number.
The number and exercise price of all the Company’s currently ou tstanding convertible securities, being
stock options and common share purchase warrants, will also be adjusted to give effect to the Share
Consolidation pursuant to the Company’s Stock Option Plan and applicable warrant certificates.
Letters of transmittal describing the process by which registered shareholders may obtain new certificates
representing the consolidated Common Shares will be mailed to registered shareholders. Common Shares
held in uncertificated form held by non‐registered shareholders through brokerage accounts will be
converted at the consolidation ratio through each shareholder’s b r o k e r a g e a c c o u n t . N o n ‐ r e g i s t e r e d
shareholders should consult with their broker for further information.
Repayment of Loan
The Company obtained disinterested shareholder approval to convert the existing debt owed to Taiga into
13,300,000 Common Shares (pre‐conso lidation) at a price of Cdn$ 0.05 per Common Share. Taiga
currently holds 62,695,553 Common Shares (pre‐consolidation) representing approximately 19.22% of the
outstanding Common Shares and 62,695,553 warrants. In addition, the principals of Taiga also hold
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1,000,000 Common Share purchase options in the Company. As such, the conversion of Taiga’s debt will
result in Taiga holding 75,995,553 Common Shares (pre‐consolidation) being approximately 22.4% of the
outstanding Common Shares of the Company on an undiluted basis, 39.5% on a fully diluted basis and
Taiga will become a “control person” (as such term is defined in the policies of the TSXV).
In accordance with the policies of the TSXV and Multilateral in strument 61‐101 – Protection of Minority
Shareholders in Special Transactions (“MI 61‐101”), the conversion of the debt owed to Taiga is considered
a “related party transaction” and will be exempt from the formal valuation requirement of MI 61‐ 101 on
the basis that the Common Shares issued will be a distribution o f s e c u r i t i e s o f t h e C o m p a n y f o r d e b t
settlement and neither Graphite One nor, to the knowledge of Gr aphite One after reasonable inquiry,
Taiga have knowledge of any material information concerning the Company or its securities that has not
been generally disclosed. Further, the Company did not file a material change report respecting the
c o n v e r s i o n o f t h e d e b t o w e d t o T a i g a b e c a u s e t h e d e t a i l s w e r e disclosed in the Circular and the
transaction was approved by the shareholders at the Meeting.
Further information concerning the conversion of the debt owed to Taiga may be found in the Circular.
About Graphite One Inc.
G R A P H I T E O N E I N C . ( G P H : T S X ‐ V ; G P H O F : O T C Q B ) c o n t i n u e s t o d e v e lo p i t s G r a p h i t e O n e P r o j e c t ( t h e
“Project”), whereby the Company could potentially become an Ame rican producer of high grade Coated
Spherical Graphite (“CSG”) that is integrated with a domestic g raphite resource. The Project is proposed
as a vertically integrated enterprise to mine, process and manu facture high grade CSG primarily for the
lithium‐ion electric vehicle batt ery market. As set forth in t he Company’s Preliminary Economic
Assessment, potential graphite mineralization mined from the Company’s Graphite Creek Property, is
expected to be processed into concentrate at a graphite processing plant. The proposed processing plant
would 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 likely be manufactured from
the concentrate at the Company’s proposed graphite product manufacturing facility, the location of which
is the subject of further study and analysis. The Company inte nds to make a production decision on the
Project 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.GraphiteOneResources.com or contact:
Anthony Huston
CEO, President & Director
Tel: (604) 697‐2862
Email: [email protected]
Investor Relations Contact
1‐604‐684‐6730
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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.
Generally, forward‐looking information can be identified by the use of forward‐looking terminology such
as “proposes”, “expects”, or “is expected”, “scheduled”, “estimates”, “projects”, “intends”, “assumes”,
“believes”, “indicates” or variations of such words and phrases that state that certain actions, events or
results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.
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 included in this release, including,
without limitation, statements addressing timing of trading of the Company’s Common Shares under the
new name and on a post‐consolidation basis, exploration drilling, exploitation activities and events or
developments that the Company expects, are forward‐looking stat ements. Forward‐looking information
in this news release includes statements about Graphite One’s s trategy, future operations and prospects.
Although the Company believes the expectations expressed in such forward‐looking statements are based
on reasonable assumptions, such statements are not 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 market prices, exploitation and exploration successes, continuity of mineralization, uncertainties
related to the ability to obtain necessary permits, licenses an d 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 forwa rd‐looking information, which is given as
of the date that is expressed in this news release, and the Com pany undertakes no obligation to update
publicly or revise any forward‐looking information, except as r equired by applicable securities laws. For
more information on the Company, investors should review the Co mpany's continuous disclosure filings
that are available at www.sedar.com.