August 12, 2021
NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES
August 12, 2021 – Graphite One Inc. (GPH: TSX-V; GPHOF: OTCQX) (“Graphite One” or the “Company”) is pleased to announce that it has closed the first tranche of the previously announced brokered private placement financing (“Tranche One Financing”) press released on June 30, 2021 (press release “Graphite One Announces Up to $12 Million Private Placement”) raising gross proceeds of C$7,727,000. In this tranche, 7,727,000 units of the Company (each a “Unit”) were issued at an issue price of C$1.00 per Unit with each Unit consisting of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant (each a “Warrant”), with each Warrant entitling the holder thereof to acquire, on payment of C$1.50 to the Company, one common share of the Company, subject to adjustment in certain circumstances, for a period of 12 months from the closing date of the Tranche One Financing.
The Tranche One Financing was conducted pursuant to the terms of an agency agreement entered into between the Company and Canaccord Genuity Corp. (the “Agent”). The Company has paid the Agent a cash fee totaling C$540,890 equal to 7% of the gross proceeds of the Tranche One Financing and issued 540,890 compensation warrants equal to 7% of the number of Units sold under the Tranche One Financing (each a “Compensation Warrant”). Each Compensation Warrant will be exercisable to purchase one Common Share for a period of 12 months from the closing date of the Tranche One Financing at an exercise price of C$1.00, subject to adjustment in certain circumstances.
Concurrently with the Tranche One Financing, Taiga Mining Company, Inc. purchased 2,501,581 Units for gross proceeds of C$2,501,581 (the “Taiga Subscription”). The total gross proceeds raised from the Tranche One Financing and the Taiga Subscription amount to C$10,228,581.
The Company intends to use the net proceeds from the Tranche One Financing and the Taiga Subscription for exploration and development on the Company’s Graphite Creek Property and general working capital and corporate purposes. Completion of the Tranche One Financing is subject to receipt of final applicable regulatory approvals including final approval of the TSX Venture Exchange. All securities issued in connection with the Tranche One Financing and the Taiga Subscription will be subject to a four month hold period ended December 13, 2021.
This media release does not constitute an offer to sell or a solicitation of an offer to buy 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.