Graphite One Announces Revised Pricing to Shares for Debt Settlement
Graphite One Announces Revised Pricing to Shares for Debt
Settlement
VANCOUVER, BC
,
Sept. 19, 2022
/CNW/ -
Graphite One Inc.
(TSXV: GPH) (OTCQX: GPHOF) ("
Graphite One
" or
the "
Company
") announces that further to the news release disseminated on August 23, 2022, the Company has revised the
pricing of a shares for debt transaction (the "
Debt Settlement Transaction
") to settle outstanding debt in an aggregate of
US$6,775,230
, including
US$1,819,230
of accrued interest, owing pursuant to an unsecured loan facility dated
September 6, 2019
,
as amended and extended, between Taiga Mining Company, Inc. ("
Taiga
") and the Company.
Pursuant to the revised terms of the Debt Settlement Transaction, the Company will issue 9,296,328 common shares (the
"
Settlement Shares
") at a deemed price of CA$0.95 per share to Taiga in full settlement of the debt. The Settlement Shares will
be subject to a statutory four months and one day hold period pursuant to applicable securities laws. The Debt Settlement
Transaction is subject to final approval by the TSX Venture Exchange.
The Debt Settlement Transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transaction
("
MI 61-101
") as Taiga is an insider of the Company. The Company
is relying on exemptions from the 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, as the fair market value of the Debt Settlement Transaction with Taiga does not exceed 25% of
the market capitalization of the Company, as determined in accordance with MI 61-101.
The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of
the Debt Settlement Transaction, which the Company deems reasonable in the circumstances as the Company wishes to improve
its financial position by reducing accrued liabilities as soon as possible.
As a result of this transaction, Taiga now holds 30,150,191 common shares and 8,768,189 warrants to purchase additional
common shares of the Company. Additional information concerning the foregoing will be contained in the Early Warning Report to
be filed by Taiga on SEDAR under the Company's profile.
About Graphite One Inc.
GRAPHITE ONE INC. (GPH: TSX
V; GPHOF: OTCQB) continues to develop its Graphite One Project (the "Project"), with the goal
of becoming an American producer of high-grade anode materials that is integrated with a domestic graphite resource. The Project
is proposed as a vertically integrated enterprise to mine, process and manufacture high grade anode materials primarily for the
lithium
ion electric vehicle battery market. As set forth in the Company's 2022 Pre-Feasibility Study, 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. Graphite anode materials and other value
added graphite products would
be manufactured from the concentrate and other materials at the Company's proposed advanced graphite materials manufacturing
facility expected to be located in Washington. The Company intends to make a production decision on the Project upon the
completion of a Feasibility Study.
On Behalf of the Board of Directors
"Anthony Huston" (
signed
)
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 events or developments that the Company expects, including but not
limited to delays or uncertainties with regulatory approvals, including that of the TSX Venture Exchange, are forward-looking
statements. 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 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
.
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Graphite One Inc.
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For further information:
For more information on Graphite One Inc., please visit the Company's website,
www.GraphiteOneInc.com or contact: Anthony Huston, CEO, President & Director, Tel: (604) 889-4251, Email:
[email protected]; Investor Relations Contact: Tel: (604) 684-6730, [email protected]
CO: Graphite One Inc.
CNW 07:00e 19-SEP-22