Update on Acquisition of 100% Interest in La Loutre and Lac Des Îles Flake Graphite Properties and Brokered Private Placement - Seite 2

Subject to applicable securities laws, the Company will permit each person or company who, as of September 13, 2019 (being the record date set by the Company pursuant to Multilateral CSA Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders) (“CSA 45-313”), who hold common shares as of that date (a “Current Shareholder”) to subscribe for the Units and FS Shares that will be distributed pursuant to the Offering, provided that the Existing Security Holder Exemption is available to such person or company.

Pursuant to CSA 45-313, each subscriber relying on the Existing Security Holder Exemption may subscribe for a maximum of 300,000 Units or 300,000 FS Shares, being such amount of Units and FS Shares that results in an acquisition cost of less than or equal to $15,000 for such subscribers, unless a subscriber is resident in a jurisdiction of Canada and has obtained advice regarding the suitability of the investment from a registered investment dealer (in which case such maximum subscription amount will not apply). In the event that aggregate subscriptions for Units or FT Shares under the Offering exceed the maximum number of securities to be distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number of Units or FT Shares subscribed for. In addition to conducting the Offering pursuant to the Existing Security Holder Exemption, the Company will also accept subscriptions for Units or FT Shares where other prospectus exemptions are available. Any Current Shareholder subscribing for Units or FT Shares pursuant to a prospectus exemption other than the Existing Security Holder Exemption will not be limited to a maximum of 300,000 Units or 300,000 FT Shares.

The Company also advises that the insiders of the Company may also participate in the financing, which will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions.

Up to 20,000,000 units (the “Units”) of the Company will be offered at $0.05 per Unit to raise gross proceeds of up to $1,000,000. Each Unit will consist of one (1) common share and one half of one (1/2) common share purchase warrant (“Warrant”). Each full Warrant shall entitle the holder to acquire one (1) common share at $0.07 per share for a period of 24 months following closing. Up to 35,000,000 flow through shares (the “FT Shares”) will be offered at $0.05 per FT Share for gross proceeds of up to $1,750,000.