Vancouver, British Columbia--(Newsfile Corp. - November 9, 2026) - Graphano Energy Ltd. (TSXV: GEL) (FSE: 97G0) ("Graphano" or the "Company") is pleased to announce that, further to its news releases dated October 5 and October 23, 2026, it has closed the first tranche of its previously announced non-brokered private placement (the "Offering") for aggregate gross proceeds of $540,750.

The Company issued 3,850,000 non-flow-through units (the "HD Units") at a price of $0.075 per HD Unit for gross proceeds of $288,750. Each HD Unit consists of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.12 for a period of 36 months from the date of issuance.

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

The Company also issued 2,800,000 flow-through common shares (the "FT Shares") at a price of $0.09 per FT Share for gross proceeds of $252,000. The FT Shares will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). No warrants were issued in connection with the FT Shares.

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.

In connection with the first tranche closing, the Company paid aggregate cash finder's fees of $13,725 and issued 155,000 non-transferable finder warrants to eligible finders. Each finder warrant entitles the holder to acquire one Common Share at an exercise price of $0.12 for a period of 36 months from the date of issuance.

All securities issued pursuant to the first tranche closing are subject to a statutory hold period of four months and one day from the date of issuance, expiring on March 10, 2027, in accordance with applicable securities legislation.

The first tranche closing remains subject to final acceptance by the TSX Venture Exchange.

The Company may complete additional tranches of the Offering, subject to applicable regulatory approvals.

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.

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, statements regarding the intended use of proceeds from the Offering, the tax treatment of the FT Shares, the incurrence of Qualifying Expenditures, planned exploration activities, receipt of final Exchange acceptance and the potential completion of additional tranches of the Offering. 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.

// NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES //

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323255

Source: Graphano Energy Ltd.