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NGC.V ·

Northern Graphite Grants Restricted Share Units and Stock Options

Share Capital & Compensation

Northern Graphite Grants Restricted Share

Units and Stock Options

Ottawa, Ontario--(Newsfile Corp. - February 9, 2026) - Northern Graphite Corporation

(TSXV: NGC)

(OTCQB: NGPHF) (FSE: 0NG) (XSTU: 0NG)

(the "

Company

" or "

Northern

") announces that it has

granted a total of 4.85 million restricted share units ("

RSUs

") and 2.5 million stock options as part of the

Company's long-term incentive program to retain and attract key talent.

Grants to management, including officers and executives, and employees, consist of 4.85 million RSUs

and 1.5 million stock options. The stock options are each exercisable to acquire one common share of

the Company at a price of $0.25 per share for a period of five years, and vest over three years on each

of the first, second, and third anniversaries of the date of grant at a rate of one-third per year. The RSUs

also vest over three years on each of the first, second, and third anniversaries of the date of grant at a

rate of one-third per year. Upon vesting, each RSU shall entitle the holder to receive one common share

of the Company or the cash equivalent thereof. Of the RSUs granted, 3.7 million were to officers and

executives of the Company. Grants to consultants, two individuals working with Northern on a full-time-

equivalent basis, consist of 1.0 million stock options, each exercisable to acquire one common share of

the Company at a price of $0.25 per share for a period of five years, vesting based on certain

performance milestones established by the Company. All grants of the RSUs are subject to the

Company's Deferred Share Unit and Restricted Share Unit Compensation Plan. All grants of the stock

options are subject to the Company's Amended and Restated Stock Option Plan.

"These equity incentives are designed to align our leadership and key contributors with the long-term

interests of shareholders," said Northern Chief Executive Officer Hugues Jacquemin. "As we advance

the next phase of our strategy, retaining and recruiting experienced talent and maintaining continuity of

execution are critical to delivering on our objectives."

About Northern Graphite

Northern is a Canadian, TSX Venture Exchange listed company that is the only flake graphite producing

company in North America.

Northern is focused on becoming a world leader in producing natural

graphite and upgrading it into high-value products critical to the green economy, including anode

material for lithium-ion batteries/EVs, fuel cells and graphene, as well as advanced industrial

technologies. The Company's mine-to-battery strategy is spearheaded by its Battery Materials Group,

which has a fully equipped, state-of-the-art laboratory in Frankfurt.

Northern's graphite assets include the producing Lac des Iles mine in Quebec, where the Company is

boosting output to meet growing demand from industrial customers and coming demand from North

American battery makers. The Company also owns the large-scale, advanced stage Bissett Creek

graphite project in Ontario and the fully permitted Okanjande graphite mine in Namibia, which is currently

on care and maintenance, and represents an opportunity to substantially increase graphite production at

a lower cost and with a shorter time to market than most competing projects. All projects have "battery

quality" graphite and are located close to infrastructure in politically stable jurisdictions.

For Media Inquiries Contact

Pav Jordan, VP of Communications

Email:

[email protected]

For Additional Information

Please visit the Company's website at

northerngraphite.com

, the Company's profile on

www.sedarplus.ca

our

Social Channels

listed below or contact the Company at (613) 271-2124.

LinkedIn

YouTube

X

Facebook

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain "forward-looking statements" within the meaning of applicable

Canadian securities laws. Forward-looking statements and information are frequently characterized by

words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "potential",

"possible" and other similar words, or statements that certain events or conditions "may", "will",

"could", or "should" occur. Forward-looking statements in this news release include statements

regarding, among others, the Company's intentions to bring its Namibian operations back online and

develop its other graphite projects. All such forward-looking statements are based on assumptions

and analyses made by management based on their experience and perception of historical trends,

current conditions and expected future developments, as well as other factors they believe are

appropriate in the circumstances. However, these statements are subject to a variety of risks and

uncertainties and other factors that could cause actual events or results to differ materially from those

projected including, but not limited to, unexpected changes in laws, rules or regulations, or their

enforcement by applicable authorities; the failure of other parties to perform as agreed; social or

labour unrest; changes in commodity prices; unexpected failure or inadequacy of infrastructure and

the failure of ongoing and contemplated studies to deliver anticipated results or results that would

justify and support continued studies, development or operations and the inability to raise required

financing. Readers are cautioned not to place undue reliance on forward-looking information or

statements.

Although the forward-looking statements contained in this news release are based on what

management believes are reasonable assumptions, the Company cannot assure investors that

actual results will be consistent with them. These forward-looking statements are made as of the date

of this news release and are expressly qualified in their entirety by this cautionary statement. Subject

to applicable securities laws, the Company does not assume any obligation to update or revise the

forward-looking statements contained herein to reflect events or circumstances occurring after the

date of this news release.

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

news release.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/283157