Vancouver, British Columbia--(Newsfile Corp. - October 23, 2026) - Graphano Energy Ltd. (TSXV: GEL) (FSE: 97G0) ("Graphano" or the "Company") announces that, further to its news release dated October 5, 2026, it has amended the terms of its previously announced non-brokered private placement (the "Offering") to include a flow-through share component.

The Offering, previously consisting of up to 12,000,000 units at a price of $0.075 per unit for aggregate gross proceeds of up to $900,000, will now consist of the following:

Hard Dollar Units: Up to 8,640,000 non-flow-through units (the "HD Units") at a price of $0.075 per HD Unit, for gross proceeds of up to $648,000. Each HD Unit will consist of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of $0.12 for a period of three years from the date of issuance.

Flow-Through Shares: Up to 2,800,000 common shares issued as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act") (the "FT Shares") at a price of $0.09 per FT Share, for gross proceeds of up to $252,000. No warrants will be issued in connection with the FT Shares.

The Offering is expected to raise aggregate gross proceeds of up to $900,000.

The gross proceeds from the issuance of the FT Shares will be used to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures", as both terms are defined in the Tax Act (the "Qualifying Expenditures"), in connection with the Company's exploration activities in Québec. The Qualifying Expenditures will be incurred on or before December 31, 2027, and the Company will renounce such Qualifying Expenditures to subscribers of the FT Shares with an effective date no later than December 31, 2026, in an aggregate amount not less than the gross proceeds received from the issuance of the FT Shares.

The net proceeds from the sale of the HD Units will be used for exploration activities and general working capital purposes.

The Company may pay finder's fees to eligible finders in connection with the Offering in accordance with the policies of the TSX Venture Exchange (the "TSXV"). The Offering may close in one or more tranches and is subject to receipt of all necessary regulatory approvals, including the acceptance of the TSXV. All securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

About Graphano Energy

Graphano Energy Ltd. is an exploration and development company 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 Québec, 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 project 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, completion of the Offering, the anticipated proceeds of the Offering and use thereof, the tax treatment of the FT Shares, the incurrence of Qualifying Expenditures and the timing and amount of the renunciation thereof, and receipt of TSXV acceptance. 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, risks associated with possible accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, risks associated with the interpretation of exploration results, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company's exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, the risk that the Qualifying Expenditures will not qualify as "Canadian exploration expenses" or "flow-through critical mineral mining expenditures" under the Tax Act, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company's business and prospects. 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.

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Source: Graphano Energy Ltd.