Focus Graphite Engages Independent Trading Group as Market Maker

Rhea-AI Summary

Focus Graphite (OTCQB: FCSMF) engaged Independent Trading Group on December 15, 2025 to provide market‑making services on TSXV and other venues with the stated objective of improving liquidity.

The ITG agreement is an initial one‑month term renewable monthly, pays CAD $5,500 per month in advance, contains no performance factors, and provides no share or option compensation; ITG held no interest in the company at signing.

The company also terminated its Marketing Services Agreement with Outside the Box Capital effective immediately after ~two months, reporting ~CAD $50,000 in marketing expenditures; an aggregate of 950,000 stock options granted Oct 17, 2025 (exercise $0.58) had not vested and were cancelled per TSXV policies.

Positive

• Market‑maker engagement with ITG to improve share liquidity
• Fixed monthly fee of CAD $5,500 limits cash commitment
• Cancellation of 950,000 options removes potential dilution

Negative

• Incurred approximately CAD $50,000 in marketing costs
• ITG engagement is only a one‑month rolling term
• ITG agreement contains no performance incentives

Ottawa, Ontario--(Newsfile Corp. - December 15, 2025) - Focus Graphite Inc. (TSXV: FMS) (OTCQB: FCSMF) (FSE: FKC0) ("Focus" or the "Company") a Canadian developer of high-grade flake graphite deposits and innovator of next-generation battery technology, is pleased to announce that it has engaged the services of Independent Trading Group ("ITG") pursuant to an agreement dated December 15, 2025 (the "ITG Agreement") to provide market-making services in accordance with TSX Venture Exchange ("TSXV") policies. ITG will trade shares of the Company on the TSXV and all other trading venues with the objective of maintaining a reasonable market and improving the liquidity of the Company's common shares.

Under the terms of the ITG Agreement, ITG will receive compensation of CAD $5,500 per month, payable monthly in advance. The ITG Agreement is for an initial term of one month and will renew for additional one-month terms unless terminated by either party with 30 days' notice. There is no performance factors contained in the ITG Agreement and ITG will not receive shares or options as compensation. ITG and the Company are unrelated and unaffiliated entities and at the time of the ITG Agreement, neither ITG nor its principals have an interest, directly or indirectly, in the securities of the Company.

The Company further announces that it has terminated the previously announced (October 9, 2025) Marketing Services Agreement (the "Marketing Services Agreement") with Outside the Box Capital Inc. ("OTB Capital") after approximately two months of activity. The termination is effective immediately and was made in accordance with the marketing services agreement's early-termination provisions. Focus incurred approximately CAD $50,000 in marketing expenditures during this period.

In connection with the Marketing Services Agreement, the Company had previously granted OTB Capital an aggregate of 950,000 stock options exercisable at $0.58 per share, subject to a vesting schedule whereby 237,500 options, representing 25% of the options granted, were to vest every three months commencing from the grant date of October 17, 2025. As at the date of termination, none of the options had vested. Accordingly, all 950,000 stock options have been cancelled in accordance with TSXV policies.

About Independent Trading Group

ITG is a Toronto-based CIRO dealer-member that specializes in market making, liquidity provision, agency execution, ultra-low latency connectivity, and bespoke algorithmic trading solutions. Established in 1992, with a focus on market structure, execution and trading, ITG has leveraged its own proprietary technology to deliver high quality liquidity provision and execution services to a broad array of public issuers and institutional investors.

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, defense, 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

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could," "intend," "expect," "believe," "will," "projected," "estimated," and similar expressions, as well as statements relating to matters that are not historical facts, are intended to identify forward-looking information and are based on the Company's current beliefs or assumptions as to the outcome and timing of such future events.

In particular, this press release contains forward-looking information regarding, among other things, the anticipated impact of the engagement of Independent Trading Group on the liquidity and trading of the Company's common shares; the expected continuation and renewal of the market-making services agreement; and the Company's expectations with respect to the termination of the marketing services agreement with Outside the Box Capital Inc., including compliance with applicable TSX Venture Exchange policies and the cancellation of stock options previously granted in connection therewith.

Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, risks related to market conditions, regulatory approvals, changes in economic conditions, the ability to raise sufficient funds on acceptable terms or at all, operational risks associated with mineral exploration and development, and other risks detailed from time to time in the Company's public disclosure documents available under its profile on SEDAR+.

The forward-looking information contained in this release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties, and assumptions contained herein, investors should not place undue reliance on forward-looking information.

Neither TSX Venture Exchange nor its Regulation Services accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278188

FAQ

What did Focus Graphite announce regarding market making on December 15, 2025?

Focus engaged Independent Trading Group to provide market‑making on TSXV and other venues under a one‑month renewable agreement dated Dec 15, 2025.

How much will Focus Graphite pay ITG for market‑making (FCSMF)?

ITG will receive CAD $5,500 per month, payable monthly in advance.

Does the ITG agreement for FCSMF include stock or options compensation?

No; the ITG agreement contains no share or option compensation and no performance factors.

What happened to the marketing agreement with Outside the Box Capital for Focus Graphite?

Focus terminated the marketing services agreement effective immediately after about two months of activity.

How much did Focus Graphite spend on marketing before terminating the OTB agreement?

The company incurred approximately CAD $50,000 in marketing expenditures during that period.

What happened to the 950,000 stock options granted to OTB Capital for FCSMF?

All 950,000 options (exercise price $0.58, granted Oct 17, 2025) had not vested at termination and were cancelled in accordance with TSXV policies.