Graphano Announces Warrant Repricing

Graphano Announces Warrant Repricing

Vancouver, BC, March 5, 2026 – Graphano Energy Ltd. (“Graphano” or the “Company”) (TSX-V: GEL; OTC PINK: GELEF; FWB: 97G0) is pleased to announce that, subject to acceptance by the TSX Venture Exchange (“TSXV”), it intends to amend the exercise price of 12,334,240 common share purchase warrants (the “Warrants“).

The Warrants were originally issued pursuant to private placements of subscription receipts (the “Subscription Receipts”) that closed on December 22, 2020, and April 19, 2021. The Subscription Receipts converted into common shares (the “Shares”) and Warrants upon the listing of the Company’s Shares on the TSXV on August 21, 2021.

The Warrants are currently exercisable at a price of $0.52 per Share until August 27, 2026. Subject to acceptance by the TSXV, the exercise price of the Warrants will be amended to $0.33 per Share. All other terms of the Warrants, including the expiry date, will remain unchanged.

The amendment to the Warrant terms is intended to better reflect current market conditions. If exercised, the Warrants would provide additional working capital to the Company.

Directors and officers of the Company hold approximately 2.27% of the Warrants subject to the proposed amendment. None of the Warrants subject to the amendment were issued as compensation warrants to agents, brokers or finders.

The amendment remains subject to acceptance by the TSXV.

The Company also announces the appointment of Andrew Gainsbury, formerly the Company’s Controller, as acting Chief Financial Officer on an interim basis. Mr. Gainsbury, CFA, CMA, has over 16 years of experience in financial management and consulting in both Canada and Brazil. His most recent experience includes serving as Controller for several publicly-listed Canadian junior mining companies. Previously, he was Chief Financial Officer of a Brazilian engineering firm with over 800 employees, as well as a senior consultant leading corporate finance projects across multiple industries for Deloitte in Brazil. He specializes in strategic management, mergers and acquisitions, fundraising, as well as corporate restructuring. He holds an MBA from McGill University and has earned his CFA and CMA designations.

Mr. Gainsbury replaces James (Jay) Richardson, who has temporarily stepped away from his duties as Chief Financial Officer for medical reasons. Mr. Richardson remains a director of the Company. The Company wishes Jay a speedy and full recovery.

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

Luisa Moreno Chief Executive Officer and Director E: info@graphano.com

Neither the 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, anticipated exploration activities including airborne surveys and bulk sample permit filings, and the receipt of final approval from the TSX Venture 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 parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, risks related to exploration activities, results of exploration programs, commodity prices, market conditions, the availability of financing, and general economic, business and regulatory risks, the risk that the Company may not receive all necessary regulatory approvals, including TSX Venture Exchange acceptance, and that the use of proceeds of the Private Placement may differ from those stated. These risks, as well as others, are disclosed within the Company’s filings 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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