Focus Graphite Announces $3.5 Million Bought Deal LIFE Offering of Units

Press Release

Ottawa, ON, Focus Graphite Inc. (“Focus” or the “Company”), (TSX.V:FMS) (OTCQB:FCSMF) (FSE:FKC0) is pleased to announce that it has entered into an agreement with Research Capital Corporation as the sole underwriter and sole bookrunner, (the “Underwriter”), pursuant to which the Underwriter has agreed to purchase, on a bought deal basis, 8,333,400 units of the Company (the “Units”) at a price of $0.42 per Unit (the “Offering Price”) for aggregate gross proceeds to the Company of $3,500,028 (the “Offering”).

Each Unit shall be comprised of one common share of the Company (a “Common Share”) and one Common Share purchase warrant of the Company (a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.60 per Common Share for a period of 30 months following closing of the Offering.

The net proceeds from the Offering will be used for temporary working capital float, payments required before reimbursement, technical and qualification materials associated with the Government of Canada’s Global Partnership Initiative and general corporate purposes.

The Company has granted the Underwriter the option (the “Underwriters’ Option”) to increase the size of the Offering by up to an additional number of Units, and/or the components thereof, that in aggregate would be equal to 15% of the total number of Units to be issued under the Offering, exercisable at any time up to 48 hours prior to the closing of the Offering.

The Units will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the “Listed Issuer Financing Exemption”), in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The Units offered under the Listed Issuer Financing Exemption will be immediately “free-trading” under applicable Canadian securities laws.

There is an offering document (the “Offering Document”) related to this Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at https://focusgraphite.com/. Prospective investors should read this Offering Document before making an investment decision.

The closing of the Offering is expected to occur on or about the week of December 8, 2025 (the “Closing”), or such other earlier or later date as the Underwriter may determine. Closing is subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange.

The Underwriter will receive a cash commission of 7.0% of the aggregate gross proceeds of the Offering and such number of broker warrants (the “Broker Warrants”) as is equal to 7.0% of the number of Units sold under the Offering. Each Broker Warrant entitles the holder to purchase one Unit at an exercise price equal to $0.60 for a period of 30 months following the Closing.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

About Focus Graphite Advanced Materials Inc.

Focus Graphite Advanced Materials is redefining the future of critical minerals with two 100% owned world-class graphite projects and cutting-edge battery technology. Our flagship Lac Knife project stands as one of the most advanced high-purity graphite deposits in North America, with a fully completed feasibility study. Lac Knife is set to become a key supplier for the battery, defence, and advanced materials industries.

Our Lac Tetepisca project further strengthens our portfolio, with the potential to be one of the largest and highest-purity and grade graphite deposits in North America. At Focus, we go beyond mining – we are pioneering environmentally sustainable processing solutions and innovative battery technologies, including our patent-pending silicon-enhanced spheroidized graphite, designed to enhance battery performance and efficiency.

Our commitment to innovation ensures a chemical-free, eco-friendly supply chain from mine to market. Collaboration is at the core of our vision. We actively partner with industry leaders, research institutions, and government agencies to accelerate the commercialization of next-generation graphite materials. As a North American company, we are dedicated to securing a resilient, locally sourced supply of critical minerals – reducing dependence on foreign-controlled markets and driving the transition to a sustainable future.

For more information on Focus Graphite Inc. please visit http://www.focusgraphite.com

LinkedIn: https://www.linkedin.com/company/focus-graphite/

X: https://x.com/focusgraphite

Investors Contact:

Dean Hanisch
CEO, Focus Graphite Inc.
dhanisch@focusgraphite.com
+1 (613) 612-6060

Jason Latkowcer
VP Corporate Development
jlatkowcer@focusgraphite.com

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