Mr. Anthony Huston reports

GRAPHITE ONE ANNOUNCES PROPOSED AMENDMENTS TO OUTSTANDING WARRANTS

Graphite One Inc. intends to amend the terms of the aggregate 11,955,677 outstanding common share purchase warrants due to expire on Aug. 28, 2024, Nov. 21, 2024, and Sept. 17, 2024.

The warrants were issued in connection with: (i) a private placement transaction that closed in two tranches, on Aug. 28, 2022, and Nov. 21, 2022, and are currently exercisable at $1.50 per common share, and (ii) a private placement transaction that closed on Sept. 17, 2023, and are currently exercisable at $1.21 per common share.

Under the proposed amendments to the warrants, the exercise price will be reduced to $1.00 per common share commencing on the date of TSX Venture Exchange approval and will expire 30 days from the date of such approval at 4 p.m. (Vancouver time). The exercise price will revert back to the original exercise price for any warrants that are not exercised during the reduced term. The company intends to issue an updating news release upon receipt, if any, from the TSX-V of the proposed amendments.

If the warrants are exercised during the reduced term, the holder of such warrant will receive for each warrant exercised, at no additional cost, one common share purchase warrant, whereby the sweetener warrant will have an exercise price of $1.00 per common share and expire at the earlier of: (i) three years from the date of issuance; and (ii) 30 days, at the company's option, if for any 10 consecutive trading days the closing price of the company's common shares on the TSX-V equals or exceeds $1.20. The sweetener warrants will be subject to a four-month-and-one-day hold period from their date of issuance. The use of proceeds for any sweetener warrant exercised will be used to support the project's feasibility study and for general working capital.

The proposed amendments are designed to encourage the early exercise of the warrants and to more closely align the terms of the warrants with current market conditions. The proposed amendments remain subject to the approval of the TSX-V.

Taiga Mining Company Inc., a control person of the company, beneficially owns 2,258,957 warrants. As a result, the proposed amendments are considered to be a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the proposed amendments, insofar as it involves Taiga, is not more than 25 per cent of the company's market capitalization. The proposed amendments were unanimously approved by the directors of the company, after the nature and extent of Taiga's interest in the proposed amendments was disclosed. The company did not file a material change report at least 21 days before the expected effective date of the proposed amendments as the company was required to complete the proposed amendments in an expeditious manner.

About Graphite One Inc.

Graphite One continues to develop its Graphite One project to become 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, process and manufacture anode materials primarily for the lithium-ion electric vehicle battery market. As set forth in the company's 2022 prefeasibility study, graphite mineralization mined from the company's Graphite Creek property, situated on the Seward Peninsula about 60 kilometres north of Nome, Alaska, would be processed into concentrate at an adjacent processing plant. Natural and artificial graphite anode materials and other value-added graphite products would be manufactured from the concentrate and other materials at the company's proposed advanced graphite materials manufacturing facility to be located in the contiguous United States. The company intends to make a production decision on the project upon the completion of a feasibility study.

We seek Safe Harbor.