Vancouver, British Columbia--(Newsfile Corp. - February 25, 2025) - Graphite Acquisition Corp. (formerly, 1507653 BC Ltd.) (the "Company" or "GAC") is pleased to announce that it has entered into a definitive business combination agreement with Bahia Graphite Corp. ("Bahia Graphite") dated February 25, 2025 (the "Business Combination Agreement") pursuant to which, subject to the satisfaction of certain conditions, including receipt of all necessary approvals, the Company and Bahia Graphite will complete a transaction, which will result in the reverse takeover of the Company by Bahia Graphite (the "Proposed Transaction").
Completion of the Proposed Transaction remains subject to a number of conditions, including the receipt of all required corporate, shareholder, regulatory and other approvals. A comprehensive news release will be issued by GAC and Bahia Graphite setting out the terms of the Proposed Transaction, which shall include information about Bahia Graphite upon closing of the Proposed Transaction and the proposed financing of Bahia Graphite to be carried out in connection with the Proposed Transaction.
About Bahia Graphite Corp.
Bahia Graphite is a leading Brazilian graphite exploration and development company, poised to become a major player in the global graphite industry. With a vast land package of 123,646 hectares across 10 strategic blocks in the state of Bahia, Brazil, Bahia Graphite holds the unique distinction of owning all five types of graphite deposits in a single state. Bahia Graphite is committed to sustainable practices and leveraging cutting-edge exploration, extraction, and refinement techniques to meet the evolving demands of various sectors, including the rapidly growing electric vehicle and renewable energy industries. With a strong management team, strategic partnerships, and a clear path to production, Bahia Graphite is well-positioned to capitalize on the increasing global demand for high-quality graphite products.
About Graphite Acquisition Corp.
The Company was incorporated under the Business Corporations Act (British Columbia) on October 21, 2024. GAC is a reporting issuer in the provinces of British Columbia and Alberta. The Company is investigating and evaluating business opportunities in the graphite sector to either acquire or in which to participate.
All information contained in this news release with respect to Bahia Graphite was supplied by Bahia Graphite, and GAC and its directors and officers have relied on Bahia Graphite for such information.
For additional information, please contact:
Graphite Acquisition Corp.
Raymond D. Harari
Chief Executive Officer
T: +507 6675 2221
E: rdh@canaliscapital.com
Cautionary Statements
As noted above, completion of the Proposed Transaction is subject to a number of conditions. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular of the Company or Bahia Graphite to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
Forward-Looking Information and Statements
This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding: the Company's ability to complete the Proposed Transaction; and the closing date of the Proposed Transaction.
Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company's ability to continue as a going concern; the Company's ability to continue to develop revenue generating applications; continued approval of the Company's activities by the relevant governmental and/or regulatory authorities; and the continued growth of the Company.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; risks associated with potential governmental and/or regulatory action with respect to the Company's operations; and the Company's inability to complete the Proposed Transaction.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company's expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
Not for distribution to United States newswire services or for release publication, distribution, or dissemination directly, or indirectly, in whole or in part, in or into the United States.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/242354
SOURCE: Graphite Acquisition Corp.
