Graphite One Announces Proposed Amendments to Outstanding Warrants

14 February 2024

Graphite One Inc. announces today that it intends to amend the terms of the aggregate 11,955,677 outstanding common share purchase warrants (the "Warrants") due to expire on August 28, 2024, November 21, 2024 and September 17, 2024.

The Warrants were issued in connection with: (i) a private placement transaction that closed in two tranches, on August 28, 2022 and November 21, 2022 and are currently exercisable at Cdn$1.50 per common share, and (ii) a private placement transaction that closed on September 17, 2023 and are currently exercisable at Cdn$1.21 per common share.

Under the proposed amendments to the Warrants (the "Proposed Amendments"), the exercise price will be reduced to Cdn$1.00 per common share commencing on the date of TSX Venture Exchange ("TSXV") approval and will expire 30 days from the date of such approval at 4:00 p.m. (Vancouver time) (the "Reduced Term"). The exercise price will revert back to the original exercise price for any Warrants that are not exercised during the Reduced Term. The Company intends to issue an updating news release upon receipt, if any, from the TSXV of the Proposed Amendments.

If the Warrants are exercised during the Reduced Term, the holder of such Warrant will receive for each Warrant exercised, at no additional cost, one common share purchase warrant (the "Sweetener Warrant"), whereby the Sweetener Warrant will have an exercise price of Cdn$1.00 per common share and expire at the earlier of: (i) three (3) years from the date of issuance; and (ii) 30 days, at the Company's option, if for any ten (10) consecutive trading days the closing price of the Company's common shares on the TSXV equals or exceeds Cdn$1.20. The Sweetener Warrants will be subject to a four-month and one day hold period from their date of issuance. The use of proceeds for any Sweetener Warrant exercised will be used to support the Project's feasibility study and for general working capital.

The Proposed Amendments are designed to encourage the early exercise of the Warrants and to more closely align the terms of the Warrants with current market conditions. The Proposed Amendments remain subject to the approval of the TSXV.

Taiga Mining Company Inc.("Taiga"), a control person of the Company, beneficially owns 2,258,957 Warrants. As a result, the Proposed Amendments are considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements found in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the Proposed Amendments, insofar as it involves Taiga, is not more than 25% of the Company's market capitalization. The Proposed Amendments were unanimously approved by the directors of the Company, after the nature and extent of Taiga's interest in the Proposed Amendments was disclosed. The Company did not file a material change report at least 21 days before the expected effective date of the Proposed Amendments as the Company was required to complete the Proposed Amendments in an expeditious manner.