Falcon Energy Materials PLC Closes Upsized C$34.24 Million Private Placement to Fund Strategic Acquisition
(TheNewswire)
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Abu Dhabi, United Arab Emirates – TheNewswire - September 24, 2026 – Falcon Energy Materials plc (TSX-V: FLCN) (OTCQB: FLCNF) (“Falcon” or the “Company”) is pleased to announce the closing of its previously announced and upsized non-brokered private placement (the “Private Placement”) of 34,240,000 units (the “Units”) of Falcon, at a price of C$1.00 per Unit for gross proceeds of C$34,240,000. The Private Placement was upsized due to strong demand by existing and new shareholders.
Each Unit is comprised of one ordinary share of the Company (a “Share”) and one-half of a non-transferable share purchase warrant (each full share purchase warrant, a “September Warrant”). Each full September Warrant grants the holder the right to purchase, for a period of 24 months from the date of closing, one additional Share (a “September Warrant Share”) at a price of C$1.29 per September Warrant Share.
“We are pleased with the strong investor support that allowed us to upsize this financing to C$34.24 million,” said Matthieu Bos, CEO of Falcon. “This capital raise advances two priorities in parallel: our proposed acquisition of a minority interest in an established, arm’s-length anode material producer, which is a natural complement to our core CSPG strategy, and the continued build-out of our flagship project in Morocco. We thank our shareholders, including La Mancha and AOF, for their continued confidence as we execute on our strategy to become a vertically integrated, global supplier of critical battery materials.”
The proceeds from the Private Placement will be used to fund (i) the previously announced potential acquisition of a strategic minority interest in an existing, arm’s-length anode material producer in China, on the basis of a term sheet entered into between the parties on August 6, 2026 (the “Potential Acquisition”); (ii) the Company’s growth plan in Morocco and internationally; and (iii) general working capital requirements. All securities issued under the Private Placement will be subject to a statutory four-month hold period in accordance with applicable Canadian securities laws until January 24, 2027.
The acquisition by AOF Trading LLC (“AOF”) of 15,000,000 Units will result in AOF being deemed an insider of the Company. Accordingly, AOF’s subscription in respect of 3,350,000 Units of such 15,000,000 Units closed in escrow pending clearance of the required Personal Information Forms by the TSX Venture Exchange (the “TSX-V”).
None of the Units, the Shares, the September Warrants, nor the September Warrant Shares have been, nor will be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security laws, and the Units, the Shares, the September Warrants and the September Warrant Shares may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No commissions were paid in connection with the Private Placement.
The issuance of Units in connection with the Private Placement to La Mancha Investments S. à r. l., an insider of the Company, is considered a related party transaction within the meaning of Policy 5.9 – Protection of Minority Security Holders in Special Transactions of the TSX-V and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions from the formal valuation and minority approval requirements, as neither the fair market value of the securities being issued to insiders, nor the consideration being paid by such insiders, exceeds 25% of the Company’s current market capitalization.
The Private Placement remains subject to receipt of the final approval from the TSX-V.
AOF-Related Disclosure Required under the Early Warning System
Immediately prior to the Private Placement, AOF owned or controlled, directly or indirectly, 8,333,334 Shares and 8,333,334 share purchase warrants (“February Warrants”, and collectively with September Warrants, “Warrants”), representing approximately 4.87% of the issued and outstanding Shares on a non-diluted basis and 6.82% on a fully diluted basis.
As part of the Private Placement, AOF acquired 15,000,000 Units (with 3,350,000 Units in escrow as noted above) directly from the Company for aggregate consideration of C$15,000,000.
Immediately after the completion of the Private Placement, including the release of the 3,350,000 Units in escrow (assuming clearance of the required Personal Information Forms by the TSX-V), AOF will have ownership and control over 23,333,334 Shares and 15,833,334 Warrants, representing approximately 11.37% of the issued and outstanding Shares on a non-diluted basis and 13.25% on a fully diluted basis.
AOF acquired the Units for investment purposes and not with a view to materially affecting control of the Company. Depending upon market conditions and other factors, AOF may, from time to time, acquire or dispose of additional securities of Falcon through market transactions, private agreements or otherwise.
This portion of this press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of AOF’s early warning report with respect to the Private Placement will be filed on SEDAR+ (www.sedarplus.ca) promptly, and, in any event, within two business days from the date hereof. For more information or to obtain a copy of the report, please contact Annie Yung at +1 877-235-4500 or media@argentemcreek.com. AOF is a Cayman Islands limited liability company engaged in investment holding, with its head office located at c/o Argentem Creek Partners LP, 156 West 56th Street, 17th Floor, New York, NY 10019, USA.
About Falcon
Falcon Energy Materials (TSX-V: FLCN, OTCQB: FLCNF) is aiming to be the premier provider of natural Coated Spheronized Purified Graphite, a critical component for energy storage solutions. As a dedicated chemical refiner of natural graphite concentrate, Falcon is working diligently towards the development of a state-of-the-art 25 ktpa CSPG production facility in Morocco.
Strategically partnered with leading Chinese technology firms and Tier One Moroccan partners, Falcon benefits from advanced technological expertise, access to high-quality raw materials and chemicals, and a prime geographical location—factors that will enable it to deliver consistent, high-quality supply to global markets.
With a clear focus on sustainable growth and innovation, Falcon aims to become the go-to producer of natural CSPG, supporting widespread adoption in energy storage and other emerging industries.
For additional information, please visit Falcon’s website at www.falconem.net.
Contact:
Matthieu Bos Matt Johnston
President & CEO IR Advisor
Email: m.bos@falconem.net Email: m.johnston@falconem.net
Telephone: +971 2307 4013
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this press release.
This press release contains “forward-looking information” within the meaning of Canadian securities legislation and other statements that are not historical facts. Forward-looking statements are included to provide information about management’s current expectations and plans that allows investors and others to have a better understanding of the Company’s business plans and financial performance and condition.
All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as “potential”, “vision”, “affirm”, “advance”, “ensure”, “expect”, “deliver”, “anticipate”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “will”, “would” or “might” occur or arise. In particular and without limitation, this news release contains forward-looking statements pertaining to a Potential Acquisition, the final approval from the TSX-V for the Private Placement, the use of proceeds from the Private Placement, and the advancing of the development of the Company’s project in Morocco and support from shareholders of the Company, including insiders, for such development.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information or statements. There can be no assurance that such information or statements will prove to be accurate. Key assumptions upon which the Company’s forward-looking information is based include, without limitation, that the Company will be able to complete the Potential Acquisition, the Company’s ability to obtain the final approval from the TSX-V for the Private Placement and the absence of material adverse changes in the Company’s industry or the global economy including interest rates, inflationary pressures, supply chain disruptions and commodity market volatility.
Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) volatile stock price; (ii) the general global markets and economic conditions; (iii) the possibility of write-downs and impairments; (iv) the risk associated with exploration, development and operations of mineral deposits and mine plans for the Company’s mining operations; (v) the risk associated with establishing title to mineral properties and assets including permitting, development, operations and production from the Company’s operations being consistent with expectations and projections; (vi) fluctuations in commodity prices, finding offtake takers and potential clients or enforcing such agreements against same; (vii) prices for diesel, process reagents, fuel oil, electricity and other key supplies being approximately consistent with current levels; (viii) production and cost of sales forecasts meeting expectations; (ix) the accuracy of the mineral reserve and mineral resource estimates of the Company; (x) labour and materials costs increasing on a basis consistent with the Company’s current expectations; (xi) there being no significant disruptions affecting the operations of the Company whether due to artisanal miners, access to water, extreme weather events and other or related natural disasters, labour disruptions, supply disruptions, power disruptions, damage to equipment or otherwise; (xii) asset impairment (or reversal) potential, being consistent with the Company’s current expectations; (xiii) risks associated with the accuracy of projections provided in a preliminary economic study which are preliminary in nature and which include significant uncertainties; and (xiv) other risks and uncertainties described or referred to in the section entitled “Risks and Uncertainties” in the Company’s management’s discussion and analysis for the year ended December 31, 2025, as updated from time to time in the Company’s interim management’s discussion and analysis for its quarterly financial periods, each of which is filed on SEDAR+ at www.sedarplus.ca.
Although the Company believes its expectations are based upon reasonable assumptions and has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding the Company’s business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is given as of the date of this press release, and the Company does not undertake to update such forward-looking information except in accordance with applicable securities laws. The Company qualifies all of its forward-looking statements by these cautionary statements.
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