News release
Graphite One Announces LIFE Financing and
Concurrent Private Placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN
THE UNITED
STATES
/
VANCOUVER, BC
,
Dec. 16, 2024
/CNW/ -
Graphite One Inc.
(TSXV: GPH) (OTCQX: GPHOF)
("Graphite One" or the "Company"),
announces that it is undertaking a non-brokered private
placement financing of units (each, a "
Unit
") at
CDN$0.75
per Unit for aggregate gross proceeds of
up to: (i)
CDN$4,125,000
to purchasers resident in
Canada
, except
Quebec
, in accordance with Part
5A of National Instrument 45-106 –
Prospectus Exemptions
("
NI 45-106
") listed issuer financing
exemption (the "
LIFE Financing
") and (ii)
CDN$3,375,000
to purchasers resident outside of
Canada
(the "
Concurrent Private Placement
" and together with the LIFE Financing, the "
Offering
"). Each
Unit consists of one common share (a "
Common Share
") of the Company and one common share
purchase warrant (a "
Warrant
"), with each Warrant entitling the holder thereof to acquire one
additional Common Share at a price of
CDN$1.00
per share and expires at the earlier of: (i) two (2)
years from the closing date of the Offering; or (ii) at the Company's option, 30 days from the date of
announcement to accelerate the expiry date, if for any ten (10) consecutive trading days the closing
price of the Company's common shares on the TSX Venture Exchange (the "
TSXV
") is at or
exceeds
CDN$1.50
.
Finder's fees of up to 8% in cash and 8% in broker warrants, which terms will be the same as the
Warrants, may be paid on a portion of the Offering in accordance with the policies of the TSXV.
All securities issued pursuant to the LIFE Financing will not be subject to a hold period in accordance
with applicable Canadian securities laws. All securities issued pursuant to the Concurrent Private
Placement will be subject to a statutory hold period of four months from the date of issuance in
accordance with applicable securities legislation. The Offering is subject to certain closing conditions
including, but not limited to, the receipt of all necessary regulatory and other approvals including the
approval of the TSXV.
The issuance of any Units to existing minority shareholder Taiga Mining Company, Inc. will be
considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
"). Graphite One is
relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to section
5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)
(a) in respect of such insider participation as the fair market value of the transaction, insofar as it
involves interested parties, does not exceed 25% of Graphite One's market capitalization.
There is an offering document related to the LIFE Financing that can be accessed under the
Company's profile at
www.sedarplus.ca
and at
https://www.graphiteoneinc.com/
. Prospective
investors should read this offering document before making an investment decision.
The Company intends to use the net proceeds from the Offering to complete the feasibility study,
commence permitting of the Graphite Creek project and for general corporate purposes.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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. continues to develop its Graphite One Project (the "
Project
") to 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 anode active materials primarily for the lithium
ion electric vehicle battery market. As
set forth in the Company's 2022 Pre-Feasibility Study, graphite mineralization mined from the
Company's Graphite Creek Property, situated on the
Seward Peninsula
about 60 kilometers north of
Nome, Alaska
, would be processed into concentrate at an adjacent processing plant. Natural and
artificial graphite anode active materials and other value
added graphite products would be
manufactured from the concentrate and other materials at Graphite One's proposed advanced
graphite materials manufacturing facility to be located in northeastern Ohio.
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
On X @GraphiteOne
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.
All statements in this release, other than statements of historical facts, including those related to
the completion of the Offering, the maximum gross proceeds of the Offering, the approval of the
TSX Venture Exchange, finder's fees under the Offering, and events or developments that the
Company intends, expects, plans, or proposes are forward-looking statements. Generally,
forward
looking information can be identified by the use of forward
looking terminology such as
"proposes", "expects", "is expected", "scheduled", "estimates", "projects", "plans", "is planning",
"intends", "assumes", "believes", "indicates", "to be" 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". The Company cautions that there is no certainty that the Offering will
close, the TSX Venture Exchange will approve of the Offering, or the Company will receive the
maximum gross proceeds under the Offering. 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.sedarplus.ca
.
SOURCE
Graphite One Inc.
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%SEDAR: 00025247E
For further information:
Anthony Huston, CEO, President & Director, Tel: (604) 889-4251, Email:
[email protected]; Investor Relations Contact, Tel: (604) 684-6730, Email:
CO: Graphite One Inc.
CNW 07:00e 16-DEC-24