Focus Graphite Announces Additional Increase to Non-Brokered Private Placement Offering
Press Release
Ottawa, October 8, 2024—Focus Graphite Inc. (TSXV:FMS; OTCQX:FCSMF; FRANKFURT:FKC) (the “Company”) announced today it is increasing the maximum offering of its private placement (the “Offering”) previously announced on September 30, 2024 and October 2, 2024. The Offering will be increased from $500,000 to $525,000 and the issuance of an additional 333,334 Units (defined below) at a price of $0.075 per Unit for a total of 7,000,000 Units. A finder’s fee of up to 7% cash and 7% finder’s warrants, exercisable on the same terms of the Warrants (defined below) forming part of the Units (the “Finders Warrants”) may be paid by the Company on a portion of the Offering. The Company also announces that the term of Warrants and Finders Warrants will be increased from 24 months to 36 months.
Each Unit will continue to consist of one common share (a “Common Share”) in the capital of the Company and one non-transferable common share purchase warrant (each whole warrant, a “Warrant”) of the Company. Each whole Warrant will entitle the holder thereof to acquire one Common Share at an exercise price per Common Share of $0.10 for a period of 36 months from the closing of the Offering (the “Closing Date”).
The net proceeds of this financing will be used to maintain the Company’s existing operations and general working capital requirements.
The Offering is now expected to close on or about October 10, 2024 (the “Closing Date“), and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange, as well as the satisfaction of other customary closing conditions. The Units will be sold on a private placement basis to accredited investors and insiders of the Company pursuant to the “accredited investor” exemption or other available and agreed upon exemptions from prospectus requirements. The Units, including all underlying securities thereof, will have a hold period of four months and one day from the date of issue.
It is anticipated that the closing of the Offering will constitute a Related Party Transaction (as the term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)) because insiders of the Company will participate. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61–101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61–101 in respect of the Offering as the fair market value (as determined under MI 61-101) of the Offering is below 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Focus Graphite
Focus Graphite Inc. is an advanced exploration company with an objective of producing flake graphite concentrate at its wholly owned Lac Knife flake graphite deposit located 27 km south of Fermont, Québec. In a second stage, to meet Quebec stakeholder interests of transformation within the province and to add shareholder value. Focus is evaluating the feasibility of producing value added graphite products including battery-grade spherical graphite.
Focus Graphite is a technology-oriented graphite development company with a vision for building long-term, sustainable shareholder value. Focus also holds a significant equity position in graphene applications developer Grafoid Inc.
For more information about Focus Graphite, please visit www.focusgraphite.com.
Focus Graphite Investor Contact:
Focus Graphite Inc.
Judith Mazvihwa-MacLean
CFO
(613) 581-4040
jmazvihwa@focusgraphite.com
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