Graphite One Announces Shares for Debt Settlement

Graphite One Announces Shares for Debt

Settlement

VANCOUVER, BC

,

Aug. 23, 2022

/CNW/ -

Graphite One Inc.

(TSXV: GPH) (OTCQX: GPHOF) ("

Graphite

One

" or the "

Company

") announces that the Company has arranged 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 .

Anthony Huston

, President and CEO of Graphite One, commented "Graphite One is very appreciative for Taiga's

continued support as the Company continues to advance its Graphite One Project and execute on our vision to

become an American producer of high-grade anode materials".

Pursuant to the terms of the Debt Settlement Transaction, the Company will issue 9,812,791 common shares

(the "

Settlement Shares

") at a deemed price of CA$0.90 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 28,407,697 common shares and 6,509,232 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"), whereby the Company could potentially become 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 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. Graphite anodes 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, the location of which is the subject of further study and

analysis. The Company intends to make a production decision on the Project once a feasibility study is

completed.

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

.

View original content to download multimedia:

https://www.prnewswire.com/news-releases/graphite-one-announces-shares-for-debt-settlement-301610511.html

SOURCE

Graphite One Inc.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/August2022/23/c0592.html

%SEDAR: 00025247E

For further 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 23-AUG-22