Graphano Announces Five-for-One Share Split

Vancouver, British Columbia--(Newsfile Corp. - August 1, 2025) - Graphano Energy Ltd. (TSXV: GEL) (OTC PINK: GELEF) (FSE: 97G0) ("Graphano" or the "Company") is pleased to announce that its board of directors has approved a forward split of the Company's common shares (the "Common Shares") on the basis of one (1) Common Share currently outstanding being split into five (5) Common Shares (the "Share Split").

The Share Split is subject to the approval of the TSX Venture Exchange and to the completion of certain administrative processes, including the delivery of notice to warrant holders in accordance with the terms of the Company's warrant indenture. The record date and effective date for the Share Split will be announced once finalized.

As of the date hereof, the Company has 17,188,268 Common Shares issued and outstanding. Following the completion of the Share Split, the Company expects to have approximately 85,941,340 Common Shares issued and outstanding. The Company's authorized share capital will remain unchanged.

The Share Split will also result in a proportionate adjustment to the terms of all outstanding convertible securities of the Company, including stock options and share purchase warrants. The number of securities issuable upon exercise or conversion and the corresponding exercise or conversion prices will be adjusted in accordance with their respective terms to reflect the Share Split.

The Share Split will be conducted on a "push-out" basis, and therefore no action is required by registered or beneficial shareholders. Existing direct registration statements ("DRS") representing Common Shares will remain valid and should be retained by shareholders. Odyssey Trust Company ("Odyssey"), the Company's registrar and transfer agent, will electronically issue the appropriate number of additional Common Shares to CDS Clearing and Depository Services Inc. ("CDS") for distribution to non-registered (beneficial) shareholders. Odyssey will also mail or email updated DRS statements to registered shareholders reflecting the additional Common Shares issued as a result of the Share Split.

There will be no change to the Company's name, trading symbol, or CUSIP number in connection with the Share Split.

The purpose of the Share Split is to enhance the liquidity of the Common Shares in the public market and broaden the Company's investor base by making the Common Shares more accessible to investors.

Further details, including the record date and effective date of the Share Split, will be announced in a subsequent news release.

About Graphano Energy

Graphano Energy Ltd. is an exploration and development company that is focused on evaluating, acquiring, and developing energy metals resources from exploration to production.

Graphite is one of the most in-demand technology minerals that is required for a green and sustainable world. The Company's Lac Aux Bouleaux property, situated adjacent to Canada's only producing graphite mine, in Quebec, Canada, has historically been an active area for natural graphite. With the demand for graphite growing in some of the most prominent and cutting-edge industries, such as lithium batteries in electric cars and other energy storage technologies, the Company is developing its projects to meet the demands of the future.

ON BEHALF OF THE BOARD OF DIRECTORS

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements:

This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein, without limitation, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things, the completion, timing and impact of the proposed share split, the approval of the TSX Venture Exchange, the delivery of required notices to warrant holders, the issuance of Common Shares in connection with the share split, the adjustment of outstanding convertible securities, and the anticipated increase in liquidity and shareholder accessibility. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Graphano, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, that all regulatory approvals will be received in a timely manner, that the required notice periods and administrative steps will be completed without delay, risks related to delays or failure to obtain TSX Venture Exchange approval; delays in coordinating or delivering notices under the warrant indenture; general market conditions; regulatory changes, and that market conditions will remain favourable, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company's business and prospects; and other factors beyond the Company's control. These risks, as well as others, are disclosed within the Company's filing on SEDAR+ at www.sedarplus.ca, the Canadian Securities Administrators' national system that all market participants use for filings and disclosure, which investors are encouraged to review prior to any transaction involving the securities of the Company. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Graphano does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260901