Ottawa, Ontario--(Newsfile Corp. - March 13, 2025) - Northern Graphite Corporation (TSXV: NGC) (OTCQB: NGPHF) (FSE: 0NG) (XSTU: 0NG) (the "Company" or "Northern") announces that it has completed a non-brokered private placement of 2,631,579 common shares of the Company issued on a flow-through basis at a price of $0.19 per share for gross proceeds of $500,000.
The common shares qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). The gross proceeds of the private placement will be used to incur Canadian eligible resource exploration expenses that will qualify as "Canadian exploration expenses" as defined in the Tax Act, and "flow-through critical mineral mining expenditures" as defined in the Tax Act. The gross proceeds will be used to complete a drill program on a number of targets around Northern's cornerstone, Lac des Iles ("LDI") mine in Quebec or at its Mousseau West exploration project, with the objective of identifying new sources of mill feed.
In connection with the private placement, the Company paid a cash finders' fee of $30,000 on closing to Mine Equities Limited. The common shares are subject to a hold period of four months and one day from the date of issuance expiring on July 13, 2025.
Corporate Update
In order to ensure the Company's continued ability to execute on long-term growth plans with the team it has in place, the Company's Board of Directors has approved the grant of a total of 350,000 restricted share units ("RSUs") to an officer and an employee pursuant to the Company's Deferred Share Unit and Restricted Share Unit Compensation Plan. Of these, 250,000 RSUs vest 40 percent on April 1, 2025, 30 percent on April 1, 2026 and 30 percent on April 1, 2027, and 100,000 RSUs vest 25 percent on August 1, 2025, 25 percent on August 1, 2026, and 50 percent on August 1, 2027. Once vested, each RSU represents the right to receive one common share of the Company or the equivalent cash value thereof, at the Company's discretion.
The Company also announces the resignation of Don Christie from its Board of Directors as he turns his focus onto other endeavours. Given the successful onboarding of Samantha Espley, who joined the Board over a year ago, the Company does not intend to add a replacement board member at this time.
"The management and Board of Directors of Northern would like to thank Don for his 15 years of service and insight to the Board and the Company and wishes him well in the future," said Chief Executive Officer Hugues Jacquemin.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Northern Graphite
Northern, the only flake graphite producing company in North America, is a Canadian, TSX Venture Exchange listed company that 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 Division, which has a fully equipped, state-of-the-art laboratory in Frankfurt. The Division is focused on developing advanced anode materials to improve the cycle life and increase the charging rate of lithium-ion batteries and on marketing Northern's patented Porocarb® product. Porocarb® is a carbon-based material that enhances the performance of both solid state and lithium-ion batteries and is currently being evaluated by leading global battery manufacturers with very positive results.
Northern's graphite assets include the producing Lac des Iles mine in Quebec where the Company plans to increase production to meet growing demand from industrial customers and coming demand from North American battery makers. The Company also owns the large-scale, advanced stage Bissett Creek project in Ontario, the Mousseau project in Quebec and the fully permitted Okanjande graphite mine in Namibia. Okanjande 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 further information contact Niall Moore, Interim CFO Telephone: (613) 271-2124 Email: info@northerngraphite.com
For Additional Information
Please visit the Company's website at northerngraphite.com, the Company's profile on www.sedarplus.ca, our Social Channels listed below or contact the Company at (613) 271-2124.
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 intended use of proceeds from the private placement and the Company's intentions to increase production at its Lac des Iles mine and develop its other graphite 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.
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