Mr. Hugues Jacquemin reports

NORTHERN GRAPHITE CLOSES SPROTT STREAMING FINANCING RESTRUCTURING TRANSACTION

Northern Graphite Corp. has closed its previously announced agreement to restructure its secured debt, stream and royalty financing arrangements with funds managed by Sprott Resource Streaming and Royalty Corp., strengthening the company's financial position.

Under the terms of the agreement, all amounts owed to Sprott Streaming under its senior secured loan to the company, consisting of approximately $16.0-million (U.S.) in principal amount and approximately $7.6-million (U.S.) in accrued interest, have been fully satisfied through the issuance of 12.5 million common shares of the company to Sprott Streaming, resulting in Sprott Streaming increasing its interest in the company to 9.9 per cent of its basic shares outstanding and becoming the company's largest shareholder, and through amendments to the streaming agreement relating to Northern's Okanjande project in Namibia. The amended streaming agreement removes the 350,000 tonnes of graphite concentrate cap on production and option to then convert the stream to a 1.0-per-cent royalty, such that the streaming agreement now covers all future production from Okanjande.

The transaction also provides for priority payment to Sprott Streaming from a portion of the company's proceeds from certain future equity financings and intellectual property licensing agreements for all accrued and unpaid royalty amounts owed as of this date plus interest relating to the company's Lac des Iles mine, in the approximate amount of $4.7-million (U.S.), until such amount has been paid in full.

Further details regarding the original terms of the secured debt, stream and royalty financing arrangements are available in the company's press releases dated May 2, 2022, and Nov. 29, 2023.

"By eliminating our senior secured debt and associated accrued interest, we have significantly strengthened our balance sheet, improved our financial flexibility, and positioned the company to move forward with greater clarity and momentum," said Northern chief executive officer Hugues Jacquemin. "This arrangement now enables us to focus on the next phase of our strategy, which is to restart the Lac des Iles and Okanjande mines and to develop the capacity to produce battery anode material."

The 12.5 million common shares of the company issued to Sprott Streaming are subject to a hold period of four months and one day from the date of issuance ending March 13, 2027, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The transaction has been conditionally accepted by the TSX-V and remains subject to final acceptance by the TSX-V.

About Northern Graphite Corp.

Northern is a Canadian, TSX Venture Exchange-listed company that owns the only flake graphite mine in North America. Northern is focused on becoming a world leader in producing natural graphite and upgrading it into high-value products critical to the green economy, including anode material for lithium-ion batteries/electric vehicles, fuel cells and graphene, as well as advanced industrial technologies. The company's mine-to-battery strategy is spearheaded by its Battery Materials Group, which has a fully equipped, state-of-the-art laboratory in Frankfurt and is focused on advancing plans to develop battery anode material plants in Quebec, France and Saudi Arabia.

Northern's graphite assets include the Lac des Iles mine in Quebec, which the company plans to restart to meet demand from industrial customers and coming demand from North American battery makers. The company also owns the large-scale, advanced-stage Bissett Creek graphite project in Ontario and the fully permitted Okanjande graphite mine in Namibia, which is currently on care and maintenance, and represents an opportunity to substantially increase graphite production at a lower cost and with a shorter time to market than most competing projects. All projects have battery-quality graphite and are located close to infrastructure in politically stable jurisdictions.

Qualified person

Gregory Bowes, BSc, MBA, PGeo, the chairman of Northern, is a qualified person as defined under National Instrument 43-101, and has reviewed and approved the content of this news release.

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