The TSX Venture Exchange has accepted for filing the qualifying transaction of Audrey Capital Corp., as described in its filing statement dated Feb. 29, 2024. As a result, effective at the opening on Tuesday, March 12, 2024, the trading symbol for Audrey will change from AUD.P to AGT and Audrey will no longer be considered a capital pool company. The qualifying transaction includes the following matters, all of which have been accepted by the exchange.

Acquisition of Applied Graphite Technologies Corp. (AGT)

Pursuant to a qualifying transaction agreement dated June 23, 2023, among Audrey, 1445056 B.C. Ltd., a wholly owned subsidiary of Audrey and AGT, Audrey has acquired all of the issued and outstanding shares of AGT, in consideration of which Audrey issued a total of 8,200,605 common shares to the shareholders of AGT, including 4,537,272 common shares issued pursuant to the non-brokered private placements referred to below.

On July 26, 2023, AGT completed a non-brokered private placement of 3,883,636 AGT shares at an issue price of 11 U.S. cents per share for aggregate gross proceeds of $427,200 (U.S.). On Nov. 7, 2023, AGT completed a non-brokered private placement 653,636 AGT shares at an issue price of 11 U.S. cents per share for aggregate gross proceeds of $71,900 (U.S.).

AGT is a privately held exploration and development company focused on identifying and exploring the prospective Dodangaslanda graphite project, located in Sri Lanka. AGT owns a 90-per-cent ownership interest in C-Tech Ceylon (Private) Ltd., a company incorporated pursuant to the laws of Sri Lanka, that holds a 100-per-cent ownership interest in the Dodangaslanda graphite properties, D1 and Q2, located in the northwestern province of the Democratic Socialist Republic of Sri Lanka.

As a finder's fee, Audrey issued 1,366,454 transferable warrants to purchase AGT shares at a price of 15 cents per resulting issuer share, exercisable for a period of five years following the closing of the qualifying transaction.

For more information regarding AGT, see the filing statement, which is available under Audrey's profile on SEDAR+.