Focus Graphite Announces Additional Increase to Non-Brokered Private Placement Offering

Rhea-AI Summary

Focus Graphite Inc. (TSXV:FMS)(OTCQB:FCSMF) has increased its non-brokered private placement offering from $500,000 to $525,000. The company will now issue 7,000,000 Units at $0.075 per Unit. Each Unit consists of one common share and one non-transferable common share purchase warrant. The warrant exercise period has been extended from 24 to 36 months, with an exercise price of $0.10 per share.

A finder's fee of up to 7% cash and 7% finder's warrants may be paid on a portion of the offering. The net proceeds will be used for maintaining existing operations and general working capital. The offering is expected to close around October 10, 2024, subject to regulatory approvals. The securities will have a four-month and one-day hold period from the issue date.

Positive

• Increased private placement offering from $500,000 to $525,000
• Extended warrant exercise period from 24 to 36 months
• Raising additional capital for operations and working capital

Negative

• Potential dilution for existing shareholders due to new share issuance
• Related Party Transaction as insiders are expected to participate in the offering

OTTAWA, ON / ACCESSWIRE / October 8, 2024 / Focus Graphite Inc. (TSXV:FMS)(OTCQB:FCSMF) (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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Focus Graphite Investor Contact:

Focus Graphite Inc.
Judith Mazvihwa-MacLean
CFO
(613) 581-4040
jmazvihwa@focusgraphite.com

Forward-Looking Statement

This News Release contains "forward-looking information" within the meaning of Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance, or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, receipt of required regulatory approvals, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding the Company's business and operations and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this News Release, and the Company does not undertake to update such forward-looking information except in accordance with applicable securities laws.

SOURCE: Focus Graphite, Inc.

View the original press release on accesswire.com

FAQ

What is the new size of Focus Graphite's (FCSMF) private placement offering?

Focus Graphite has increased its private placement offering from $500,000 to $525,000, now issuing 7,000,000 Units at $0.075 per Unit.

How long is the warrant exercise period for Focus Graphite's (FCSMF) offering?

The warrant exercise period has been extended from 24 months to 36 months from the closing date of the offering.

What will Focus Graphite (FCSMF) use the proceeds from the private placement for?

The net proceeds from the private placement will be used to maintain Focus Graphite's existing operations and for general working capital requirements.

When is the expected closing date for Focus Graphite's (FCSMF) private placement?

The private placement offering is expected to close on or about October 10, 2024, subject to certain conditions and approvals.