/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.
