The Company plans to issue up to 14.29 million units (the "Units") with each Unit consisting of one common share and one transferable common share purchase warrant (a "Warrant").

Each Warrant entitles the holder to purchase one common share of the Company at a purchase price of C$0.10 per share on or before the date occurring 3 years following the Closing Date.

As previously disclosed, the net proceeds of this Offering will be used for exploration and development of the Company’s Graphite Creek Project and for general working capital purposes. The Company may pay finders’ fees to arm’s-length parties in connection with the Offering.

Closing is expected to occur on or around September 18, 2015, subject to receipt of final applicable regulatory approvals including approval of the TSX Venture Exchange.

All securities issued in connection with the Offering will be subject to a restricted period that expires four months following the date of issuance.