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Applied Graphite Technologies Corp. — Capital/Financing Update 2026
May 23, 2026
48173_rns_2026-05-22_30a41350-7f2b-4f93-8699-1ff7e613184a.pdf
Capital/Financing Update
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FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1 – NAME AND ADDRESS OF COMPANY
Applied Graphite Technologies Corporation
905-1111 W Hastings Street
Vancouver, BC V6E 2J3
ITEM 2 – DATE OF MATERIAL CHANGE
May 22, 2026
ITEM 3 – NEWS RELEASE
A news release announcing this material change was disseminated on May 22, 2026 through Cision Newswire and a copy has been filed under the Applied Graphite Technologies Corporation’s profile on SEDAR+.
ITEM 4 – SUMMARY OF MATERIAL CHANGE
Applied Graphite Technologies Corporation (“AGT”), completed a private placement, issuing 9,675,000 common shares on May 22, 2026 at a price of $0.10 per share, and completed the acquisition of Bullfrog Gold Corporation (“Bullfrog”) by issuing 33,000,000 shares of AGT at $0.10 per share to the former Bullfrog shareholders.
ITEM 5 – FULL DESCRIPTION OF THE MATERIAL CHANGE
AGT closed the acquisition of all the common shares of Bullfrog (the “Bullfrog Acquisition”) and the concurrent closing of a non-brokered private placement for 9,675,000 common shares at a price of $0.10 per share for gross proceeds of $967,500 CAD (the “Offering”), each as previously announced on March 18, 2026. Bullfrog, a private Canadian company, owns the South Bullfrog epithermal gold project consisting of 488 BLM claims covering 10,050 acres in Beatty, Nevada. A copy of the share exchange agreement which was entered into among AGT, Bullfrog Gold Corporation and the shareholders of Bullfrog Gold Corporation, is available under the Company’s SEDAR+ profile at www.sedarplus.ca.
In connection with closing the Bullfrog Acquisition, each existing shareholder of Bullfrog received 1.5 AGT common shares for each share of Bullfrog they owned, for a total of 33,000,000 common shares of AGT issued.
The Bullfrog Acquisition is a Non-Arm’s Length Transaction under TSXV policies as the CFO of AGT is also the CFO of Outcrop Silver & Gold Corporation, a shareholder of Bullfrog, and in accordance with the TSXV Policy 5.3, the Bullfrog Acquisition constituted a “Reviewable Transaction”, as such transaction involved a “Non-Arm’s Length” party.
At the annual general and special meeting of shareholders held on May 20, 2026 (the “Meeting”), the disinterested shareholders approved the Bullfrog Acquisition, as well as re-elected Ian Slater, Ian Harris, and Lindsay Nagle as directors of the Company. Don Baxter did not stand for re-election at the Meeting and is no longer a director of AGT effective May 20, 2026.
The proceeds of the Offering will be used for exploration and development of the Queens Mine Complex and South Bullfrog projects, and for general working capital purposes. All securities to be issued pursuant to the Bullfrog Acquisition and the Offering will be subject to a four-month hold period expiring September 23, 2026 under applicable securities laws in Canada. The total number of common shares of AGT outstanding after closing the Offering and the Bullfrog Acquisition is 83,944,901. No finders' fees were paid in connection with the Offering or the Bullfrog Acquisition.
ITEM 6 – RELIANCE ON SUBSECTIO 7.1(2) OF NATIONAL INSTRUMENT 51-102
None.
ITEM 7 – OMITTED INFORMATION
Not applicable.
ITEM 8 – EXECUTIVE OFFICER
The following executive officer of AGT is knowledgeable about the material change and this report:
Ian Slater, CEO – Telephone: 1-604-638-2545
ITEM 9 – DATE OF REPORT
This Material Change Report is dated as of May 22, 2026