Northern Graphite Closes Sprott Streaming Financing Restructuring Transaction

Rhea-AI Summary

Northern Graphite (NGPHF) closed its financing restructuring with Sprott Streaming, eliminating approximately US$23.6 million in senior secured debt and accrued interest. Approximately US$16.0 million in principal and US$7.6 million in interest were satisfied through 12.5 million common shares and amendments to the Okanjande stream. Sprott now owns 9.9% of basic shares outstanding and is Northern's largest shareholder.

The amended stream covers all future Okanjande production, removing the 350,000-tonne cap and subsequent option to convert to a 1.0% royalty. Sprott receives priority payment from portions of certain future equity financing and IP licensing proceeds for approximately US$4.7 million in accrued, unpaid Lac des Iles royalties, plus interest, until paid in full. Final TSXV acceptance remains pending. Northern plans to restart Lac des Iles and Okanjande and develop battery anode material production capacity.

3 points · 1 major

MixediHow this balance works

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1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major pointSenior secured debt and accrued interest of approximately US$23.6 million fully satisfied through shares and stream amendments. 3.5× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Northern plans to restart Lac des Iles and Okanjande mines.
• Minor point. Forward-looking: it has not happened yet and may not happen.Northern plans to develop battery anode material production capacity.

Negative

• Major pointIssuance of 12.5 million common shares dilutes holders; Sprott becomes largest shareholder with 9.9% ownership.
• Moderate pointApproximately US$4.7 million in unpaid Lac des Iles royalties, plus interest, receives priority from specified future proceeds. 69% of market cap
• Minor pointOkanjande stream now covers all future production, removing the 350,000-tonne cap and subsequent 1.0% royalty conversion option.
• Minor pointTransaction remains subject to final TSXV acceptance following conditional acceptance.

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• Transaction eliminates approximately US$23.6 million in senior secured debt and accrued interest

• Sprott Streaming becomes Northern's largest shareholder

Ottawa, Ontario--(Newsfile Corp. - November 13, 2026) - Northern Graphite Corporation (TSXV: NGC) (OTCQB: NGPHF) (FSE: 0NG) (XSTU: 0NG) (the "Company" or "Northern") is pleased to announce that it has closed its previously announced agreement to restructure its secured debt, stream and royalty financing arrangements with funds managed by Sprott Resource Streaming and Royalty Corp. (collectively, "Sprott Streaming"), strengthening the Company's financial position.

Under the terms of the agreement, all amounts owed to Sprott Streaming under its senior secured loan to the Company, consisting of approximately US$16.0 million in principal amount and approximately US$7.6 million in accrued interest, have been fully satisfied through the issuance of 12.5 million common shares of the Company to Sprott Streaming, resulting in Sprott Streaming increasing its interest in the Company to 9.9% of its basic shares outstanding and becoming the Company's largest shareholder, and through amendments to the streaming agreement relating to Northern's Okanjande project in Namibia. The amended streaming agreement removes the 350,000 tonnes of graphite concentrate cap on production and option to then convert the stream to a 1.0% royalty, such that the streaming agreement now covers all future production from Okanjande.

The transaction also provides for priority payment to Sprott Streaming from a portion of the Company's proceeds from certain future equity financings and IP licensing agreements for all accrued and unpaid royalty amounts owed as of this date plus interest relating to the Company's Lac des Iles mine, in the approximate amount of US$4.7 million, until such amount has been paid in full.

Further details regarding the original terms of the secured debt, stream and royalty financing arrangements are available in the Company's press releases dated May 2, 2022 and November 29, 2023.

"By eliminating our senior secured debt and associated accrued interest, we have significantly strengthened our balance sheet, improved our financial flexibility and positioned the Company to move forward with greater clarity and momentum," said Northern Chief Executive Officer Hugues Jacquemin. "This arrangement now enables us to focus on the next phase of our strategy which is to restart the Lac des Iles and Okanjande mines and to develop the capacity to produce Battery Anode Material."

The 12.5 million common shares of the Company issued to Sprott Streaming are subject to a hold period of four months and one day from the date of issuance ending March 13, 2027 in accordance with applicable securities laws and the policies of the TSX Venture Exchange ("TSXV"). The transaction has been conditionally accepted by the TSXV and remains subject to final acceptance by the TSXV.

About Northern Graphite

Northern is a Canadian, TSX Venture Exchange listed company that owns the only flake graphite mine in North America. Northern is focused on becoming a world leader in producing natural graphite and upgrading it into high-value products critical to the green economy, including anode material for lithium-ion batteries/EVs, fuel cells and graphene, as well as advanced industrial technologies. The Company's mine-to-battery strategy is spearheaded by its Battery Materials Group, which has a fully equipped, state-of-the-art laboratory in Frankfurt and is focused on advancing plans to develop battery anode material plants in Quebec, France and Saudi Arabia.

Northern's graphite assets include the Lac des Iles mine in Quebec, which the Company plans to restart to meet demand from industrial customers and coming demand from North American battery makers. The Company also owns the large-scale, advanced stage Bissett Creek graphite project in Ontario and the fully permitted Okanjande graphite mine in Namibia, which is currently on care and maintenance, and represents an opportunity to substantially increase graphite production at a lower cost and with a shorter time to market than most competing projects. All projects have "battery quality" graphite and are located close to infrastructure in politically stable jurisdictions.

For media inquiries contact
Pav Jordan, VP of Communications
Email: pjordan@northerngraphite.com

Qualified Person

Gregory Bowes, B.Sc. MBA P.Geo, the Chairman of Northern, is a "qualified person" as defined under NI 43-101 and has reviewed and approved the content of this news release.

For additional information

Please visit the Company's website at https://www.northerngraphite.com/home/, the Company's profile on www.sedarplus.ca our Social Channels listed below or contact the Company at (613) 271-2124.

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Cautionary Note Regarding Forward-Looking Statements

This news release contains certain "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking statements and information are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "potential", "possible" and other similar words, or statements that certain events or conditions "may", "will", "could", or "should" occur. Forward-looking statements in this news release include statements regarding, among others, the Company's plans to extend the mine life of its LDI mine, restart its Okanjande mine in Namibia, build battery anode material facilities in Saudi Arabia, Quebec and France and development plans for its other projects. All such forward-looking statements are based on assumptions and analyses made by management based on their experience and perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. However, these statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected including, but not limited to, unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of other parties to perform as agreed; social or labour unrest; changes in commodity prices; unexpected failure or inadequacy of infrastructure and the failure of ongoing and contemplated studies to deliver anticipated results or results that would justify and support continued studies, development or operations and the inability to raise required financing. Readers are cautioned not to place undue reliance on forward-looking information or statements.

Although the forward-looking statements contained in this news release are based on what management believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with them. These forward-looking statements are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.

Neither the 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 news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323843

FAQ

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How much debt did Northern Graphite eliminate in its Sprott restructuring?

Northern Graphite eliminated approximately US$23.6 million in senior secured debt and accrued interest. This comprised approximately US$16.0 million in principal and approximately US$7.6 million in accrued interest, satisfied through issuance of 12.5 million common shares and amendments to the Okanjande streaming agreement.

When does the hold period end for Northern Graphite shares issued to Sprott?

The hold period for the 12.5 million common shares issued to Sprott ends March 13, 2027. The shares are subject to a hold period of four months and one day from issuance under applicable securities laws and TSX Venture Exchange policies.