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Focus Graphite Inc. — Capital/Financing Update 2021
Jun 9, 2021
14890_rns_2021-06-09_7a616fa2-b2ac-4e54-ae7b-f73ada8133d2.pdf
Capital/Financing Update
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FOCUS GRAPHITE INC. 945 Princess Street Kingston, ON K7L 0E9
MATERIAL CHANGE REPORT
June 8, 2021
Item 1. Name and Address of Company
The name of the reporting issuer is Focus Graphite Inc. (the “ Issuer " or “ Focus Graphite ”). Its head office is located at 945 Princess Street, Kingston, Ontario K7L 0E9.
Item 2. Date of Material Change
The material change occurred on June 8, 2021.
Item 3.
News Release
The Issuer disseminated a News Release via Accesswire on June 8, 2021, and filed the News Release on SEDAR on June 8, 2021.
Item 4. Summary of Material Changes
On June 8, 2021, the Issuer announced that it had closed the final tranche of the previously announced non-brokered private placement (the “ Offering ”) for gross proceeds of $177,200 for total gross proceeds of the Offering of $2,000,000. As part of the Final Tranche, the Company issued 1,476,666 flow-through shares (the “ FT Shares ”) at a price of $0.12 per FT Share.
Item 5. Full Description of Material Changes
On June 8, 2021, the Issuer announced that it had closed its previously announced non-brokered private placement (the " Offering ") for total aggregate gross proceeds of $2,000,000. The closing of the Offering occurred in a final tranche of $177,200 (the “ Final Tranche ”). As part of the Final Tranche, the Company issued 1,476,666 flow-through shares (the “ FT Shares ”) at a price of $0.12 per FT Share.
In connection with the closing of the first tranche of the Offering, the Company paid cash finder's fees totaling $700 and issued 5,833 non-transferable finder’s warrants (the “Finders Warrants ”). Each Finders Warrant entitles the holder to acquire one (1) non-flow-though common share of the Company at a price of $0.12 per common share until June 7, 2023.
The securities issued in connection with the Final Tranche are subject to a four-month hold period expiring October 8, 2021.
Two insiders of the Company participated in the Offering and subscribed for an aggregate of 768,333 FT Shares representing an aggregate amount of $92,200. Participation of insiders of the Company in the Offering constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" 61-101 "). The Offering is exempt from the formal valuation and minority shareholder approval requirements of 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of insiders of the Company had not been confirmed at that time.
Items 6 and 7. Reliance on Subsection 7.1(2) of National Instrument 51-102 and Omitted Information
The Issuer is not relying on sub-section 7.1(2) of National Instrument 51-102 or the equivalent provisions of the securities legislation in other jurisdictions governing the Issuer for the filing of this report nor is any information being omitted in reliance thereon.
Item 8. Executive Officers
For further information, please contact Scott Anderson, of Investors Relations of the Issuer, at (858) 229-7063 or [email protected]; or Judith Mazvihwa-MacLean, CFO of the Issuer, at (613) 581-4040 or [email protected].
Item 9. Date of Report
Dated this 8[th] day of June, 2021.