Northern Graphite Corporation (TSXV:NGC) signed a binding purchase and sale agreement to acquire Imerys Geckco Holdings (Namibia)(Pty) Ltd. from Imerys S.A. (ENXTPA:NK) and Gecko Namibia (Pty) Ltd on December 2, 2021. In a related transaction, Northern Graphite Corporation (TSXV:NGC) signed a binding purchase and sale agreement to to acquire all of the assets of Lac des lles graphite mine in Quebec from Imerys S.A. (ENXTPA:NK). The total consideration for both transactions is approximately $40 million. The transaction shall be financed through a combination of debt, sale of a royalty and stream on the assets being acquired and other support from Imerys. Northern has signed a term sheet with Sprott for $40 million in financing consisting of a $15 million senior secured debenture, $5 million for a royalty on Lac des lles graphite mine and a $20 million stream financing on the Namibian project. Northern Graphite Corporation plans to conduct a brokered private placement of subscription receipts for proceeds of up to $15 million. The Sprott group intends to participate in the offering with a total investment of $3 million and Imerys will receive $3 million in equity, on the same terms as the offering, as partial payment of the purchase price. Northern Graphite Corporation anticipates that the equity financing will be oversubscribed and that the over allotment option will be exercised. As of April 29, 2022, The Company acquired all of the issued and outstanding shares and shareholder debt of Imerys Gecko Holdings (Namibia) (Pty) Ltd. (“IG Holdings”) from Mircal, a subsidiary of Imerys SA, and its joint venture partner, Gecko Namibia (Pty) Ltd. As of March 31, 2022, the company had totals assets worth NAD 7,917,973, Loss NAD 3,817,427 and revenue of NAD 481,069.The transaction is subject to customary closing conditions including closing of the related acquisition financings and receipt of regulatory and other approvals, including the approval of the TSX-V and Namibian Competition Commission. Completion of the transaction is targeted for on or about January 15, 2022.

Northern Graphite Corporation (TSXV:NGC) completed the acquisition of Imerys Geckco Holdings (Namibia)(Pty) Ltd. from Imerys S.A. (ENXTPA:NK) and Gecko Namibia (Pty) Ltd for $15.8 million on May 2, 2022. NGC paid Imerys and its joint venture partner $15.8 million in cash. NGC completed the final Private Placement for financing the acquisition on April 27, 2022 with total $17.98 million and secured $36 million Debt financing from Sprott. As of May 19, 2022. TSX Venture Exchange (the "Exchange") has accepted for filing documentation pertaining to an asset purchase and sale agreement. Vaughn MacLellan (DLA Canada), Jurie Badenhorst (ESI - DLA Africa) as well as Axel Stritter, Philip Ellis, Joos Agenbach, Peter Johns and Jamie Theron of DLA Piper acted as legal advisors to Northern Graphite in the transaction.