Focus Graphite Announces Amendment to Terms of Non-Brokered Private Placement and Extension of Closing Timeline

Press Release

Ottawa, ON February 12, 2025 – Focus Graphite Inc. (“Focus” or the “Company”) (TSX-V: FMS; OTCQB: FCSMF; FSE: FKC), is pleased to announce that, further to its news release dated February 5, 2025, the Company has extended its non-brokered private placement offering (the “Offering”) until February 21, 2025 (the “Closing Date”), subject to approval by the TSX Venture Exchange.

In addition, the Company has amended the terms of the Offering such that the Company will now offer up to 5,000,000 unit (each, a “Unit”) at a price of $0.10 per Unit (the “Offering Price”) for aggregate gross proceeds of up to $500,000. Each Unit will consist of one common share of the Company (each, a “Common Share”) and one non-transferable common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire one Share in the capital of the Company (each, a “Warrant Share”) at a price of $0.20 per Warrant Share for a period of thirty-six (36) months from the date of issuance.

The proceeds from the private placement will be used to fund development activities at the Company’s Lac Knife and Tétépisca Projects in Quebec, as well as for general corporate and working capital purposes.

All securities issued in the Offering will be subject to a statutory four month and one day hold period. Closing of the Offering is subject to the Company’s receipt of all necessary regulatory approval, including approval of the TSX Venture Exchange (“the TSX Venture”). The Offering is expected to close on or about February 21, 2025.

The Company intends to pay a finder’s fee of up to 7% in cash and issue up to 7% in finder’s warrants (the “Finder’s Warrants”) to eligible finders who introduce subscribers to the Company participating in the Offering. The Finder’s Warrants will be exercisable at a price of $0.20 for a period of thirty-six (36) months from the closing date, in accordance with the policies of the TSX Venture Exchange and applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exmptions from such registration is available.

About Focus Graphite Advanced Materials Inc.

Focus Graphite Inc. is an advanced materials company developing sustainable mining and technology innovations. At the heart of our operations is the Lac Knife flake graphite deposit, known for its exceptional high purity and grade—ideal for applications in the military, defense, and green energy revolutions. Currently advancing through Canada’s mine permitting process, Focus Graphite is on the verge of transforming this resource into a cornerstone for critical mineral supply.

Our proprietary, environmentally sustainable processing technologies ensure a green, chemical-free pathway from mine to market. The Company’s proprietary silicon-enhanced spheroidized graphite patent technology is aimed at improving battery performance. We specialize in producing advanced, high-purity graphite materials tailored for diverse industries, including EV batteries, military applications, and high-tech manufacturing.

Focus Graphite’s commitment extends beyond resource extraction—we are actively building partnerships with industry leaders, academic institutions, and government bodies to accelerate the commercialization of advanced materials and technologies derived from our flagship project. As a proud Canadian company, we are dedicated to contributing to North America’s secure and sustainable critical minerals supply chain.

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

Investors Contact:

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

IBF4