Focus Graphite Closes $3.9 Million Bought Deal Offering

Ottawa, Ontario--(Newsfile Corp. - December 8, 2025) - Focus Graphite Inc. (TSXV: FMS) (OTCQB: FCSMF) (FSE: FKC0) ("Focus" or the "Company") is pleased to announce that it has completed its previously announced "bought deal" offering (the "Offering"). The Offering was led by Research Capital Corporation as the sole underwriter and sole bookrunner (the "Underwriter").

Pursuant to the Offering, the Company issued 9,273,410 units of the Company (the "Units") at a price of $0.42 per Unit, for aggregate gross proceeds of $3,894,832.20 including the partial exercise of an over-allotment option granted to the Underwriter by the Company. Each Unit consists of one common share of the Company (a "Common Share") and one Common Share purchase warrant of the Company (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.60 per Common Share at any time until June 8, 2028.

The net proceeds from the Offering will be used for temporary working capital float, payments required before reimbursement, technical and qualification materials associated with the Government of Canada's Global Partnership Initiative and general corporate purposes.

The Units were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions as amended by CSA Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"). The securities offered under the Listed Issuer Financing Exemption are "free-trading" and will not be subject resale restrictions in accordance with applicable Canadian securities laws.

The Company entered into an underwriting agreement dated December 8, 2025, with the Underwriter, pursuant to which the Company (i) paid the Underwriter a cash commission of $272,638.25, and (ii) issued an aggregate of 649,139 non-transferable broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder to purchase one unit (a "Broker Unit") at an exercise price of $0.60 per Broker Unit at any time until June 8, 2028. Each Broker Unit is comprised of one Common Share (a "Broker Share") and one Warrant (a "Broker Warrant"). Each Broker Warrant entitles the Underwriter to purchase one Common Share (a "Broker Warrant Share") at a price of $0.60 per Broker Warrant Share at any time until June 8, 2028. The Broker Warrants, Broker Units, Broker Shares and Broker Warrant Shares are subject to a hold period of 4 months and one day from the date of issue.