Focus Graphite Announces Non-Brokered Private Placement of Flow-Through Shares

KINGSTON, ON / ACCESSWIRE / December 14, 2021 / Focus Graphite Inc. (“Focus” or the “Company“) (TSXV:FMS)(OTCQB:FCSMF) announced today that it has arranged a non-brokered private placement of up to 44,444,444 Common Shares of the Company issued on a flow-through basis (“FT Shares“) at a price (the “Issue Price“) of $0.09 per FT Share (the “Offering“).

The net proceeds of the Offering will be used to fund the Company’s exploration and drilling program.

The Offering is expected to close in tranches, with the first trancheto close as soon as possible subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The FT Shares will be sold on a private placement basis to accredited investors pursuant to the “accredited investor” exemption or other available and agreed upon exemptions from prospectus requirements. The FT Shares will have a hold period of four months and one day from the date of issue.

The Company may pay finder’s fees equal to 7% of the gross proceeds from a portion of the financing in cash, and 7% finders warrants equal to the number of FT Shares issued as part of the Offering (the “Finder Warrants“) in accordance with the policies of the TSX Venture Exchange. Each Finder Warrant entitles the finder to purchase one (1) non-flow-through common share at a price of $0.09 per common share for a period of 24 months from closing of the Offering.

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 wouldbe unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Focus Graphite is also pleased to announce that they have retained Refined Substance Inc. (“Refined Substance“) to provide investor relations consulting services to the Company. Refined Substance is a Montreal-based communications and marketing firm providing investor relations services for the mining industry. Under the terms of the agreement, Refined Substance will provide investor relations services, including press release drafting and dissemination, responding to investor inquiries, and communications. Compensation payable in cash to Refined Substance will be based on an hourly rate invoiced monthly. There are no performance factors contained in the agreement. The agreement is effective as of September 30, 2021 and may be terminated upon 30 days’ notice. The anticipated cost to the Company related to the agreement is $3,500 CAD per month. Refined Substance and the Company are arm’s length parties. Refined Substance is principally owned by Kimberly Darlington.

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.

Contact:

Kimberly Darlington, Communications, Focus Graphite
kdarlington@focusgraphite.com

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

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

This news release may contain certain forward-looking information and statements, including without limitation, the closing of the Offerings, statements pertaining to the use of proceeds, and the Company’s ability to obtain necessary approvals from the TSX Venture Exchange. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Focus Graphite’s disclosure documents on the SEDAR website at www.sedar.com. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

SOURCE: Focus Graphite, Inc.

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