First Canadian Graphite Inc. Closes Financing

Executive Summary

• First Canadian Graphite Inc. is applying to the TSX Venture Exchange to close a private placement financing of $719,449.95, following previous announcements in November and December 2025.
• The financing involves the issuance of 4,796,333 units at a price of $0.15 per unit, with proceeds designated for general working capital.
• The transaction includes insider subscriptions totaling 260,000 units, classified as a related party transaction exempt from formal valuation and minority shareholder approval requirements under MI 61-101.

Key Details

• Financing Structure: The offering consists of 4,796,333 units priced at $0.15 per unit.
• Gross Proceeds: $719,449.95.
• Use of Proceeds: General working capital, with potential reallocation at the Board's discretion for sound business reasons.
• Warrant Terms: Each unit includes one common share and one warrant exercisable at $0.20 per share for a period of two years.
• Finder’s Fees: A cash fee of $30,838.50 and a finder’s warrant to purchase up to 186,550 shares at $0.20 per share for two years.
• Insider Participation: Three insiders subscribed for a total of 260,000 units. This constitutes a "related party transaction" under Multilateral Instrument 61-101.
• Regulatory Exemptions: The insider participation is exempt from formal valuation and minority shareholder approval requirements because the fair market value of units acquired and the consideration paid do not exceed 25% of the Company’s market capitalization.
• Hold Period: Securities issued are subject to a statutory hold period ending four months and one day following the date of issue.
• Conditions Precedent: Closing is subject to receipt of all necessary regulatory approvals, including from the TSX Venture Exchange.

Notable Quotes

• "While the Company intends to spend the proceeds from the financing as stated above, there may be circumstances where, for sound business reasons, funds may be reallocated at the discretion of the Board."