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.
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SOURCE Graphite One Inc.