Mr. Matthieu Bos reports

FALCON ENERGY MATERIALS PLC CLOSES UPSIZED C$34.24 MILLION PRIVATE PLACEMENT TO FUND STRATEGIC ACQUISITION

Falcon Energy Materials PLC has closed its previously announced and upsized non-brokered private placement of 34.24 million units of Falcon, at a price of $1.00 per unit for gross proceeds of $34.24-million. The private placement was upsized due to strong demand by existing and new shareholders.

Each unit comprises one ordinary share of the company and one-half of a non-transferable share purchase warrant. Each full September warrant grants the holder the right to purchase, for a period of 24 months from the date of closing, one additional share at a price of $1.29 per September warrant share.

"We are pleased with the strong investor support that allowed us to upsize this financing to $34.24-million," said Matthieu Bos, chief executive officer of Falcon. "This capital raise advances two priorities in parallel: our proposed acquisition of a minority interest in an established, arm's-length anode material producer, which is a natural complement to our core CSPG strategy, and the continued buildout of our flagship project in Morocco. We thank our shareholders, including La Mancha and AOF, for their continued confidence as we execute on our strategy to become a vertically integrated, global supplier of critical battery materials."

The proceeds from the private placement will be used to finance (i) the previously announced potential acquisition of a strategic minority interest in an existing, arm's-length anode material producer in China, on the basis of a term sheet entered into between the parties on Aug. 6, 2026; (ii) the company's growth plan in Morocco and internationally; and (iii) general working capital requirements. All securities issued under the private placement will be subject to a statutory four-month hold period in accordance with applicable Canadian securities laws until Jan. 24, 2027.

The acquisition by AOF Trading LLC of 15 million units will result in AOF being deemed an insider of the company. Accordingly, AOF's subscription in respect of 3.35 million units of such 15 million units closed in escrow pending clearance of the required personal information forms by the TSX Venture Exchange.

The issuance of units in connection with the private placement to La Mancha Investments Sarl, an insider of the company, is considered a related party transaction within the meaning of Policy 5.9 -- Protection of Minority Security Holders in Special Transactions of the TSX-V and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority approval requirements, as neither the fair market value of the securities being issued to insiders, nor the consideration being paid by such insiders, exceeds 25 per cent of the company's current market capitalization.

The private placement remains subject to receipt of the final approval from the TSX-V.

AOF-related disclosure required under the early warning system

Immediately prior to the private placement, AOF owned or controlled, directly or indirectly, 8,333,334 shares and 8,333,334 share purchase warrants, representing approximately 4.87 per cent of the issued and outstanding shares on a non-diluted basis and 6.82 per cent on a fully diluted basis.

As part of the private placement, AOF acquired 15 million units (with 3.35 million units in escrow as noted above) directly from the company for aggregate consideration of $15-million.

Immediately after the completion of the private placement, including the release of the 3.35 million units in escrow (assuming clearance of the required personal information forms by the TSX-V), AOF will have ownership and control over 23,333,334 shares and 15,833,334 warrants, representing approximately 11.37 per cent of the issued and outstanding shares on a non-diluted basis and 13.25 per cent on a fully diluted basis.

AOF acquired the units for investment purposes and not with a view to materially affecting control of the company. Depending upon market conditions and other factors, AOF may, from time to time, acquire or dispose of additional securities of Falcon through market transactions, private agreements or otherwise.

This portion of this press release is being issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of AOF's early warning report with respect to the private placement will be filed on SEDAR+ promptly, and, in any event, within two business days from the date hereof.

About Falcon Energy Materials PLC

Falcon Energy Materials is aiming to be the premier provider of natural coated spheronized purified graphite, a critical component for energy storage solutions. As a dedicated chemical refiner of natural graphite concentrate, Falcon is working diligently toward the development of a state-of-the-art 25,000-tonne-per-annum CSPG production facility in Morocco.

Strategically partnered with leading Chinese technology firms and Tier 1 Moroccan partners, Falcon benefits from advanced technological expertise, access to high-quality raw materials and chemicals, and a prime geographical location factors that will enable it to deliver consistent, high-quality supply to global markets.

With a clear focus on sustainable growth and innovation, Falcon aims to become the go-to producer of natural CSPG, supporting widespread adoption in energy storage and other emerging industries.

We seek Safe Harbor.