Northern Graphite Closes $2.25 Million Charity Flow-Through Private Placement


Ottawa, Ontario, April 27, 2023

Northern Graphite Corporation (NGC:TSX-V, NGPHF:OTC, FRA:0NG, XSTU:0NG) (the “Company” or “Northern”) is pleased to announce it has closed its previously announced non-brokered private placement financing for gross proceeds of $2,250,000 (the “Offering”). Under the Offering, Northern issued 3,000,000 units of the Company on a charity flow-through basis (the “Charity FT Units“) at a price of C$0.75 per Charity FT Unit. Each Charity FT Unit consists of one common share of the Company (a “Common Share“) and one-half of one common share purchase warrant of the Company (each whole warrant, a “Warrant“), each issued as a “flow-through share” under the Income Tax Act (Canada) (the “Tax Act“). Each Warrant entitles the holder thereof to purchase one Common Share on a non flow-through basis at an exercise price of C$0.75 for a period of 24 months.

The gross proceeds from the Offering will be used to incur, on the Company’s Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as (i) “Canadian exploration expenses” (as defined in the Tax Act), and (ii) “flow-through critical mineral mining expenditures” (as defined in subsection 127(9) of the Tax Act). The Company plans to use the proceeds of the Offering to complete a drill program on a number of targets around its Lac des Iles, Québec graphite mine with the objective of identifying potential new sources of mill feed.

The Offering was completed pursuant to the listed issuer financing exemption available in Part 5A of National Instrument 45-106 – Prospectus Exemptions and the securities comprising and underlying the Charity FT Units are not subject to any statutory hold periods.

Upon closing, the Company paid a cash finder’s fee of $135,000 and issued 180,000 finder warrants (the “Finder Warrants“) to Sprott Capital Partners LP. Each Finder Warrant is exercisable to purchase one Common Share at an exercise price of $0.75 per share (not $0.50 per share as previously announced by the Company) for a period of 24 months.

The Offering is subject to final acceptance of the TSX Venture Exchange.

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 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.

Northern is the only significant graphite producing company in North America and will become the third largest outside of China when its Namibian operations come back online. The Company also has two large scale development projects, Bissett Creek in Ontario and Okanjande in Namibia, that will be a source of continued production growth in the future. All projects have “battery quality” graphite and are located close to infrastructure in politically stable countries.

For further information contact

Guillaume Jacq, CFO

Telephone: (613) 271-2124

Email: info@northerngraphite.com

Qualified Person

Gregory Bowes, B.Sc. MBA P.Geo, the Chairman of Northern, is a “qualified person” as ‎‎defined under NI 43-101 and has reviewed and approved the content of this news release.‎

For additional information

Please visit the Company’s website at northerngraphite.com/investors/presentation, the Company’s profile on sedar.com, our Social Channels or contact the Company at (613) 271-2124.

Cautionary Note Regarding Forward-Looking Statements

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 release include statements regarding, among others: the use of proceeds from the Offering; the Company’s objectives, goals and exploration activities proposed to be conducted at the Company’s properties; and whether any proposed exploration programs at any of the Company’s properties will be successful. 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. 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 release.

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