Mr. Ian Slater reports
APPLIED GRAPHITE CLOSES BULLFROG ACQUISITION AND CONCURRENT FINANCING
Applied Graphite Technologies Corp.
has closed the acquisition of all the common shares of Bullfrog Gold Corp. and the concurrent closing of a non-brokered private placement for 9,675,000 common shares at a price of 10 cents per share for gross proceeds of $967,500, each as previously announced on March 18, 2026. Bullfrog Gold, a private Canadian company, owns the South Bullfrog epithermal gold project, consisting of 488 BLM (Bureau of Land Management) claims covering 10,050 acres in Beatty, Nev. A copy of the share exchange agreement, which was entered into among Applied Graphite, Bullfrog Gold and the shareholders of Bullfrog Gold, is available under the company's SEDAR+ profile.
In connection with closing the Bullfrog acquisition, each existing shareholder of Bullfrog Gold will receive 1.5 Applied Graphite common shares for each share of Bullfrog Gold they owned, for a total of 33 million common shares of Applied Graphite issued.
The Bullfrog acquisition is a non-arm's-length transaction under TSX Venture Exchange policies as the chief financial officer of Applied Graphite is also the CFO of Outcrop Silver & Gold Corp., a shareholder of Bullfrog Gold, and in accordance with the TSX-V Policy 5.3, the Bullfrog acquisition constituted a reviewable transaction, as such transaction involved a non-arm's-length party.
At the annual general and special meeting of shareholders held on May 20, 2026, the disinterested shareholders approved the Bullfrog acquisition, as well as re-elected Ian Slater, Ian Harris and Lindsay Nagle as directors of the company. Don Baxter did not stand for re-election at the meeting and is no longer a director of Applied Graphite, effective May 20, 2026.
The proceeds of the offering will be used for exploration and development of the Queens mine complex and South Bullfrog projects, and for general working capital purposes. All securities to be issued pursuant to the Bullfrog acquisition and the offering will be subject to a four-month hold period expiring Sept. 23, 2026, under applicable securities laws in Canada. The total number of common shares of Applied Graphite outstanding after closing the offering and the Bullfrog acquisition is 83,944,901. No finders' fees were paid in connection with the offering or the Bullfrog acquisition.
About
Applied
Graphite
Technologies
Corp.
Applied Graphite Technologies is developing the Queens mine complex (QMC) in Sri Lanka. The QMC is on private land in the heart of the vein graphite district, with historical workings and vein graphite outcrops.
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