PRIVATE PLACEMENT

 

July 25, 2025 – TheNewswire - VANCOUVER, BC - First Canadian Graphite Inc. (the “Company”) (TSX-V: FCI  Frankfurt: BR20) announces will proceed to apply to the TSX Venture Exchange to close a 2nd and final tranche of its financing as to $144,000 and issue 1,800,000 units @ $0.08 per unit.  Each unit will consist of one common share and one warrant exerciseable at $0.10 for three years.  The proceeds of the private placement will be used for working capital.  No finder’s fee will be payable.

 

The closing of the financing is subject to receipt of all necessary regulatory approvals including the TSX Venture Exchange.

 

All securities to be issued will be issued with the required four month plus one day hold from issuance.

 

The Company confirms there are no material facts or material changes related to the Company which has yet to be generally disclosed.

 

Two insiders of the Company subscribed for an aggregate of 850,000 Units. As such, this participation constitutes a “related party transaction” as defined under Multilateral Instrument 61- 101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the Units acquired by the insider nor the consideration for the Units paid by such insider exceeds 25% of the Company’s market capitalization.  The Company did not file a material change report 21 days prior to the closing date of this private placement as details of the respective participation of such insiders in the Offering was unknown at such time.  

 

Acquisition of Units

 

Brahma Communications Corp., a company wholly owned by Thomas Yingling, the President and a Director of the Company (the “Acquiror”) has subscribed for 600,000 units at $0.08.  Prior to this subscription, the Acquiror held directly or indirectly, 2,113,069 common shares and 2,570,269 warrants/options.  As a result of closing this 2nd tranche, the Acquiror will hold directly or indirectly 2,713,069 common shares representing approximately 11.1% of the Company’s then to be issued and outstanding common shares (24,469,941).  In addition, on closing the 2nd tranche, the Acquiror will exercises control and direction over an additional 3,170,269 warrants.   If the Acquiror exercised his warrants/options only he would hold directly and indirectly 5,883,338 common shares of the Company, representing 21.28% the issued and outstanding shares of the Company on a partially diluted basis assuming the Acquiror exercises his warrants only.

 

The units were acquired for investment purposes. This investment will be reviewed on a continuing basis by the Acquiror, and such holdings may be increased or decreased in the future.  The Acquiror may in the future acquire or dispose of the units through the open market, privately or otherwise, as circumstances or market conditions warrant.

 

The Acquiror will file an early warning report pursuant to National Instrument 62-103F1 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues) describing the above transaction with the applicable securities regulatory authorities at closing.  To obtain a copy of the early warning report filed by the Acquiror, please contact the Acquiror c/o the Company at (604) 343-7740 or refer to the company's SEDAR+ profile.

 

On Behalf of the Board of Directors

First Canadian Graphite Inc.

  

Thomas Yingling,

President, CEO & Director

2200 – 1250 Rene Levesque Blvd. Montreal, QC, H3B 4W8

Phone: (438) 469-0705

#1100 - 1111 Melville Street, Vancouver, BC, V6E 3V6

Phone: (604) 343-7740

 

FOR MORE INFORMATION, PLEASE CONTACT:

info@firstcanadiangraphite.com or 1-604-343-7740

Website:  https://firstcanadiangraphite.com/

  

Disclaimer for Forward-Looking Information: Certain statements in this document that are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations, or intentions regarding the future. Forward-looking statements in this news release include the following: The Company will carry out the drill program described in this news release, conduct the Offering, and expend funds on Berkwood Graphite Project exploration. It is important to note that the Company's actual business outcomes and exploration results could differ materially from those in such forward-looking statements. Risks and uncertainties include that further permits may not be granted timely or at all; the mineral claims may prove to be unworthy of further expenditure; there may not be an economic mineral resource; methods we thought would be effective may not prove to be in practice or on our claims; economic, competitive, governmental, environmental and technological factors may affect the Company's operations, markets, products and prices; our specific plans and timing drilling, fieldwork and other plans may change; we may not have access to or be able to develop any minerals because of cost factors, type of terrain, or availability of equipment and technology; and we may also not raise sufficient funds to carry out our plans. Additional risk factors are discussed in the section entitled "Risk Factors" in the Company's Management Discussion and Analysis for its recently completed fiscal period, which is available under the Company's SEDAR profile at https://www.sedarplus.ca/landingpage/. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain expectations, estimates, and assumptions, which may prove to be incorrect. Except as required by law, we will not update these forward-looking statement risk factors.

 

Neither 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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