Graphite One Announces AGM Results and Grant of Long-Term Incentive Awards

VANCOUVER, BC, June 29, 2026 /PRNewswire/ - Graphite One Inc. (TSXV: GPH) (OTCQX: GPHOF) ("Graphite One" or the "Company") is pleased to announce the results of voting at its annual general and special meeting of shareholders which was held on June 26, 2026 in Vancouver, British Columbia (the "Meeting"). All matters submitted to the shareholders for approval as set out in the Company's Notice of Meeting and Information Circular dated May 15, 2026 (the "Circular"), which is available on SEDAR+ at www.sedarplus.ca under the Company's profile, were approved by the requisite majority of votes cast at the Meeting, including:

• electing all nominees to the Board of Directors of the Company (the "Board"), including Anthony Huston, Douglas Smith, Scott Packman, Bedi A. Singh, Brian Budd and Patrick Smith;
• re-appointing PricewaterhouseCoopers LLP, Chartered Professional Accountants as auditor for the ensuing year and authorizing the directors to determine the auditor's compensation;
• ratifying and approving the Company's Amended 20% Fixed Limit Omnibus Incentive Plan (the "Omnibus Plan"); and
• by special resolution, granting the Board discretionary authority to effect a consolidation of the Company's common shares on the basis of up to ten (10) pre-consolidation shares for every one (1) post-consolidation share (up to 10:1), and the timing of any consolidation will be determined by the Board prior to the Company's next annual general meeting.

The Board currently intends to implement a consolidation only if it determines to pursue a listing on the New York Stock Exchange or NASDAQ and that a consolidation is necessary or advisable to satisfy the applicable listing requirements, including minimum share price criteria. The Company will not proceed with a consolidation if it does not pursue such a listing, or if it can satisfy the applicable listing requirements without one. Any consolidation remains subject to acceptance by the TSX Venture Exchange, and the Company will announce the applicable ratio, timing and effective date in advance. Further details are set out in the Circular.

Management of the Company would like to thank the Company's shareholders for their continued support.

"We are grateful for the continued support of our shareholders as evidenced by the strong approval of all matters at today's Annual General and Special Meeting. The ratification of our Omnibus Plan and the authority to effect a share consolidation, if and when appropriate, provide the Company with valuable tools to support our growth. The long-term incentive awards granted today align the interests of our team with those of shareholders as we advance the Graphite Creek project and our planned Ohio anode materials facility toward production"

-- Anthony Huston, CEO, President & Director

Grant of Long-Term Incentive Awards

The Company announces that the Board has approved a grant of 2,809,978 restricted share units ("RSU") and 2,809,978 performance share units ("PSU") to senior management (collectively, "Management LTI Awards") and 1,000,000 RSUs ("Consultant RSUs") to a consultant pursuant to the terms of the Company's Omnibus Plan. The grant of the Management LTI Awards were previously disclosed in the Company's May 19, 2026 press release and was subject to receipt of the approval of shareholders to increase the number of common shares available under the Omnibus Plan and the approval from the TSX Venture Exchange ("TSXV").

Each RSU will vest and convert into one common share of the Company on the following vesting dates:

• one-third (1/3) vest on June 26, 2027;
• one-third (1/3) vest on May 19, 2028; and
• one-third (1/3) vest on May 19, 2029.

All of the Consultant RSUs vest on June 26, 2027.

Each PSU will convert into one common share of the Company on the May 19, 2029 vest date subject to the achievement of certain corporate share price performance criteria. Further details regarding the Omnibus Plan are set out in the Circular which is available on the Company's website at www.graphiteoneinc.com or on SEDAR+ at www.sedarplus.ca.

Following the above noted grants, the Company has 208,967,736 common shares issued and outstanding and has 8,207,984 RSUs, 7,683,250 PSUs and 10,705,738 stock options issued and outstanding under the Company's Omnibus Plan.

About Graphite One Inc.

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 and process natural graphite and to manufacture artificial and natural graphite active anode materials primarily for the lithium?ion electric vehicle battery and energy storage markets.

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.

Forward-Looking Statements

All statements in this release, other than statements of historical facts, are forward-looking statements, including receipt of final approval of the Company's Omnibus Plan from the TSXV and statements regarding the proposed share consolidation and any potential listing on the New York Stock Exchange or NASDAQ. 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 it will complete a share consolidation, pursue or complete a listing on the New York Stock Exchange or NASDAQ, secure project financing, have the required equipment available to it on a timely basis, or receive all permits and regulatory approvals required to progress the construction of the Ohio facility. 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, the 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.

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SOURCE Graphite One Inc.