Ms. Luisa Moreno reports
GRAPHANO ENERGY ANNOUNCES AMENDMENT TO PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
Further to the news release dated Oct. 5, 2026, Graphano Energy Ltd. has amended the terms of its previously announced non-brokered private placement to include a flow-through share component.
The offering, previously consisting of up to 12 million units at a price of 7.5 cents per unit for aggregate gross proceeds of up to $900,000, will consist of the following:
- Hard-dollar units: up to 8.64 million non-flow-through units at a price of 7.5 cents per HD unit, for gross proceeds of up to $648,000. Each HD unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the company at an exercise price of 12 cents for a period of three years from the date of issuance.
- Flow-through shares: up to 2.8 million common shares issued as flow-through shares within the meaning of the Income Tax Act (Canada) at a price of nine cents per FT share for gross proceeds of up to $252,000. No warrants will be issued in connection with the FT shares.
The offering is expected to raise aggregate gross proceeds of up to $900,000.
The gross proceeds from the issuance of the FT shares will be used to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the tax act in connection with the company's exploration activities in Quebec. The qualifying expenditures will be incurred on or before Dec. 31, 2027, and the company will renounce such qualifying expenditures to subscribers of the FT shares with an effective date no later than Dec. 31, 2026, in an aggregate amount not less than the gross proceeds received from the issuance of the FT shares.
The net proceeds from the sale of the HD units will be used for exploration activities and general working capital purposes.
The company may pay finders' fees to eligible finders in connection with the offering in accordance with the policies of the TSX Venture Exchange. The offering may close in one or more tranches and is subject to receipt of all necessary regulatory approvals, including the acceptance of the TSX-V. All securities issued pursuant to the offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.
About Graphano Energy Ltd.
Graphano is an exploration and development company focused on evaluating, acquiring and developing energy metal resources from exploration to production. Graphite is one of the most in-demand technology minerals that is required for a green and sustainable world. The company's Lac Aux Bouleaux property, situated adjacent to Canada's only producing graphite mine, in Quebec, Canada, has historically been an active area for natural graphite. With the demand for graphite growing in some of the most prominent and cutting-edge industries, such as lithium batteries in electric cars and other energy storage technologies, the company is developing its project to meet the demands of the future.
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