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Highlights

  • Non-brokered offering of up to 2,000,000 units at CAD0.15 per Unit.
  • Each Unit includes one warrant exercisable at CAD0.25 for 36 months.
  • Closing targeted ≈ 29 August 2025, subject to TSX-V and regulatory acceptance.

Graphano Energy Ltd (TSXV: GEL; FSE: 97G0) has announced a non-brokered private placement to issue up to 2,000,000 units at CAD0.15 per Unit, intending to raise gross proceeds of up to CAD300,000. Each Unit will comprise one common share and one common share purchase warrant; each warrant will permit the acquisition of one additional share at an exercise price of CAD0.25 for a period of 36 months from issuance.

The company stated the Private Placement is being conducted under the Listed Issuer Financing Exemption (Part 5A of National Instrument 45-106) in Canadian provinces (excluding Quebec and New Brunswick) and other qualifying jurisdictions. Securities issued under this exemption will, according to the release, not be subject to a statutory hold period under applicable Canadian securities laws. Graphano indicated that finder's fees may be paid in cash up to 6.0% of the gross proceeds.

Graphano intends to apply the net proceeds to exploration activities, notably a planned drill program on the Black Pearl project, as well as bulk sampling and prospecting in previously unexplored zones at the Lac Aux Bouleaux and Standard projects. The company framed these uses as priorities for the placement proceeds but noted the closing of the Private Placement remains subject to customary conditions, including regulatory approvals and acceptance by the TSX Venture Exchange. The closing is anticipated on or about 29 August 2025, subject to those conditions.

An offering document dated 15 August 2025 related to the financing is available under Graphano’s SEDAR+ profile and on the company website, and the company advised prospective investors to consult that document before making investment decisions. The announcement also emphasised that the securities described have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States except in compliance with applicable registration requirements or available exemptions.

Separately, Graphano confirmed it will not proceed with the previously announced forward share split (1:5) that was disclosed on 1 August 2025. No further detail on corporate structure changes was provided beyond the cancellation of the split.