Graphano Energy amends private placement to add flow-through shares

Graphano Energy Ltd. (TSXV: GEL) (FSE: 97G0) has amended the terms of a previously announced non-brokered private placement, adding a flow-through share component while keeping the total offering size at up to $900,000.

The original offering, announced October 5, 2026, consisted of up to 12,000,000 units at $0.075 per unit. Under the revised structure, the offering now comprises two components.

The first component consists of up to 8,640,000 non-flow-through units at $0.075 each, for gross proceeds of up to $648,000. Each unit includes one common share and one warrant exercisable at $0.12 per share for three years from issuance.

The second component consists of up to 2,800,000 flow-through shares at $0.09 each, for gross proceeds of up to $252,000. No warrants will be attached to the flow-through shares.

Proceeds from the flow-through shares will fund Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures under Canada's Income Tax Act, related to the company's exploration activities in Quebec. Those expenditures are to be incurred by December 31, 2027, with renunciation to subscribers effective no later than December 31, 2026. Proceeds from the non-flow-through units will support exploration activities and general working capital.

The offering may close in one or more tranches, subject to regulatory approvals including acceptance by the TSX Venture Exchange. Securities issued will be subject to a four-month-and-one-day statutory hold period. The company may pay finder's fees to eligible finders in accordance with TSXV policies.

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