NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
STATES
VANCOUVER, BC, Dec. 27,
2024 /CNW/ - Graphite One Inc. (TSX-V: GPH;
OTCQX: GPHOF) ("Graphite One" or the "Company") is
pleased to announce that further to its press release dated
December 16, 2024, the Company has
closed a total of 6,374,200 units (each, a "Unit") of a
non-brokered private placement financing at CDN$0.75 per unit for aggregate gross proceeds of
CDN$4,780,650. A total of
4,118,200 units for gross proceeds of CDN$3,088,650 were to purchasers resident in
Canada in accordance with Part 5A
of National Instrument 45-106 – Prospectus Exemptions
("NI-45-106") listed issuer financing exemption (the
"LIFE Financing") and a total of 2,256,000 units for gross
proceeds of CDN$1,692,000 were to
purchasers resident outside of Canada (the "Concurrent Private
Placement" and together with the LIFE Financing, the
"Offering"). The Company filed a Form 45-106F1 offering
document (the "Offering Document") which may be accessed
under the Company's profile at www.sedarplus.ca and on the
Company's website at https://www.graphiteoneinc.com.
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 Common Shares on the TSX Venture
Exchange (the "TSXV") is at or exceeds CDN$1.50.
Finders' fees of CDN$107,512 in
cash were paid and 143,349 broker warrants were issued with respect
to the Offering.The broker warrants are exercisable for
CDN$1.00 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 Common Shares on the TSXV is at or
exceeds CDN$1.50.
Taiga Mining Company, Inc. ("Taiga"), an insider of the
Company, purchased 1,410,000 Units (the "Purchased
Units") pursuant to the Concurrent Private Placement. (the
"Insider Participation"). The Insider Participation is
considered to be a related party transaction within the meaning of
TSXV Policy 5.9 and Multilateral Instrument 61-101- Protection
of Minority Security Holders in Special Transactions ("MI
61-101"). The Company has relied on the 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 in
respect of the Insider Participation.
Prior to the Purchased Units, Taiga had beneficial ownership and
control of 38,918,377 Common Shares of the Company, representing
approximately 28.0% of the Company's issued and outstanding Common
Shares as of such date and held 2,258,957 warrants. Following the
purchase of the Purchased Units, Taiga now has beneficial ownership
and control of 40,328,377 Common Shares, or approximately 27.7% of
the Company's issued and outstanding Common Shares as of the date
of this press release and holds 3,668,957 warrants.
All securities issued pursuant to the LIFE Financing are
immediately freely tradeable for Canadian purchasers and are not
subject to a hold period. All securities issued pursuant to the
Concurrent Private Placement will be subject to a statutory hold
period of four months and a day from the date of issuance in
accordance with applicable securities legislation. The Offering is
subject to final approval by the TSXV.
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.
The securities offered pursuant to the Offering have not been,
and will not be, registered under the U.S. Securities Act or under
any U.S. state securities laws, and may not be offered or sold in
the United States or to, or for
the account or benefit of, a "U.S. person" (as defined in
Regulation S under the U.S. Securities Act) absent registration or
any applicable exemption from the registration requirements under
the U.S. Securities Act and applicable U.S. state securities laws.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the United States, nor shall there be any sale
of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Graphite One Inc.
GRAPHITE ONE INC. (TSX‐V: GPH; OTCQX: GPHOF) 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 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 sixty (60) kilometers
north of Nome, Alaska, would be
processed into concentrate at an adjacent processing plant.
Natural and artificial 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 to be located in the
contiguous United States. 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)
For more information on Graphite One Inc., please visit the
Company's website, www.GraphiteOneInc.com.
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. Other than statements of
historical facts, all statements in this release that address the
TSXV's final acceptance of the Offering and the actual use of
proceeds are forward-looking statements. Although the Company
believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are
no 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 the receipt of all necessary regulatory approvals, market
prices, 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.