Vancouver, British Columbia--(Newsfile Corp. - October 2, 2026) - Graphano Energy Ltd. (TSXV: GEL) (OTC Pink: GELEF) (FSE: 97G0) ("Graphano" or the "Company") announces that, further to its news releases dated June 26, 2026, July 29, 2026 and August 31, 2026, the 90-day period provided under its binding memorandum of understanding dated June 25, 2026 (the "MOU") with 3D Genesis Technologies ("3D Genesis") for the parties to enter into a definitive agreement in respect of the proposed earn-in transaction (the "Transaction") relating to the APIC metal additive manufacturing technology (the "Technology") has expired and the Company has determined not to proceed with the Transaction at this time.
Since entering into the MOU, the Company and 3D Genesis have been negotiating a definitive agreement in respect of the Transaction. Certain matters relating to the Technology and the related intellectual property remain unresolved. The Company has determined that these matters must be resolved before it can enter into a definitive agreement and that it is therefore not in a position to proceed with the Transaction at this time.
Dr. Luisa Moreno, Chief Executive Officer of Graphano, commented: "We entered into the MOU because we see real potential in graphite's role in advanced manufacturing, and that view has not changed. However, before committing shareholder capital to a transaction of this kind, we need the matters relating to the underlying intellectual property to be fully resolved. We thank the 3D Genesis team for their work with us and would welcome the opportunity to revisit the Technology if those matters are resolved. In the meantime, Graphano will continue to focus on advancing its Québec graphite projects, including the planned program at Black Jack."
No definitive agreement was entered into, no common shares of the Company were issued and no funds were advanced under the MOU. The Company will withdraw its application to the TSX Venture Exchange (the "Exchange") in respect of the Transaction.
Graphano remains interested in the Technology and in the role of graphite as an enabling material in advanced manufacturing. The Company would welcome the opportunity to resume discussions with 3D Genesis if and when the matters described above are resolved to the Company's satisfaction. Any future transaction would be subject to, among other things, satisfactory due diligence, the negotiation and execution of a definitive agreement and the acceptance of the Exchange. There can be no assurance that discussions will resume or that any transaction will be completed.
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
Luisa Moreno
Chief Executive Officer and Director
T: (647) 462-6039
E: info@graphano.com
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 Company's plans to continue advancing its Québec graphite projects, including the planned program at Black Jack; the possibility that the matters relating to the Technology and the related intellectual property may be resolved to the Company's satisfaction; the possibility that the Company and 3D Genesis may resume discussions regarding the Technology; and the possibility of a future transaction relating to the Technology, including the completion of satisfactory due diligence, the negotiation and execution of a definitive agreement and the acceptance of the Exchange. 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 Company has 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, 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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