Northwire Canada EditionSaturday, October 24, 2026
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Financings Routine −

Graphano Energy Announces Amendment to Previously Announced Private Placement

Graphano amends its $900,000 private placement to include flow-through shares as the company faces ongoing cash burn pressures.

Executive Summary

Graphano Energy Ltd. (GEL) has amended the terms of its previously announced non-brokered private placement, initially disclosed on October 5, 2026. The revised structure introduces a flow-through share component while maintaining the total aggregate gross proceeds at up to $900,000. The offering is now divided into two distinct segments: Hard Dollar Units (HD Units) and Flow-Through Shares (FT Shares).

The HD Units component consists of up to 8,640,000 units priced at $0.075 per unit, generating up to $648,000 in capital. Each unit comprises one common share and one warrant exercisable at $0.12 for a period of three years. The FT Shares component includes up to 2,800,000 shares offered at $0.09 per share, raising up to $252,000. No warrants are attached to the flow-through shares.

Proceeds from the transaction are designated for Canadian exploration expenses in Québec and general working capital. The company will renounce qualifying flow-through expenditures to subscribers by December 31, 2026. The transaction remains subject to TSX Venture Exchange acceptance and regulatory approvals, with a statutory hold period of four months and one day.

Material Impact

Graphano Energy Ltd. (GEL) issued this announcement as a direct follow-up to its October 5, 2026 disclosure, confirming that the transaction does not increase the company’s capital target. The offering introduces flow-through shares, a structural adjustment designed to attract Canadian tax-paying investors, while maintaining the fundamental dilutive nature of the raise.

The company priced the offering at $0.075 for HD Units and $0.09 for FT Shares, both trading at a premium to the current market price of $0.06. The transaction is expected to dilute existing shareholders by approximately 11.44 million new shares and warrants upon full subscription. Given Graphano Energy’s pre-revenue status, high cash burn, and the incremental nature of the amendment, the news is considered routine and expected, without materially altering the company's operational trajectory or financial outlook.

GEL · Price
Company Overview

Graphano Energy Ltd. (GEL) is a pre-revenue graphite exploration company focused on properties in Québec, Canada. Its flagship projects include Black Pearl, Black Jack, Lac Aux Bouleaux (LAB), and Standard. Black Pearl and Black Jack are near-surface graphite discoveries. Black Jack grab samples returned high-grade results ranging from 12.0% to 26.5% Cg (average 19.8% Cg), with an exposed horizon measuring ~100m by 15m.

The LAB and Standard properties have a filed NI 43-101 Mineral Resource estimate of 3.22 million tonnes at 7.0% graphitic carbon. Metallurgical testing shows >90% recovery rates. The company has a strategic collaboration with Northern Graphite to leverage adjacent processing infrastructure, aiming to fast-track production and reduce capital expenditures. The company operates in a highly prospective geological setting comparable to the Lac des Iles region, with geopolitical tailwinds from U.S. tariffs on Chinese graphite.

Read the original news release →

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