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Graphite One Inc. refers to the November 20, 2022 news release whereby the Company announced a total of 9,322,987 units (the “Units“) were issued over two closings for gross proceeds of $10,721,434 (the “Offering“). Taiga Mining Company, Inc. (“Taiga“), an insider of the Company, participated in the Offering and acquired 2,258,957 Units. The issuance of Units to Taiga pursuant to the Offering (“Insider Participation“) is considered to be a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101“). The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of the Insider Participation.
Prior to the completion of the Offering, Taiga had beneficial ownership and control of 27,891,234 common shares of the Company (“Common Shares“), representing approximately 26.6% of the Company’s issued and outstanding Common Shares as of such date. Following the completion of the Offering, Taiga now has beneficial ownership and control of 30,150,191 Common Shares, or approximately 28.0% of the Company’s issued and outstanding Common Shares as of the date of this press release, an increase of 1.4%. In addition, Taiga and its joint actors hold 8,768,189 common share purchase warrants, and which, if exercised, would result in Taiga having beneficial ownership and control over an aggregate of 38,918,380 Common Shares of the Company on a partially diluted basis (assuming no other shares were issued and no other convertible securities were converted by the Company).
The joint actors involved in the Insider Participation are Jerome Birch and Kevin Greenfield.
GRAPHITE ONE INC. continues to develop its Graphite One Project (the “Project”), with the goal of becoming 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 2022 Pre-Feasibility Study, 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 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 expected to be located in Washington. The Company intends to make a production decision on the Project upon the completion of a Feasibility Study.
“Anthony Huston” (signed)
For more information on Graphite One Inc., please visit the Company’s website, www.GraphiteOneInc.com
