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home / news releases / srg and c one sign non binding term sheet


SRG:CC - SRG and C-ONE sign non-binding term sheet

(TheNewswire)

C-ONE to make C$17M investment in SRG

SRG and C-ONE to develop anode material facility inMorocco

SRG to maintain TSX-V listing and redomicile outside ofCanada

Montreal, Canada - TheNewswire - November 29, 2023 - SRG Mining Inc. (TSXV:SRG) (“ SRG ” or the “ Company ) announced today that Carbon ONE New Energy Group Co., Ltd (“ C-ONE ”, togetherthe “ Parties ”) and the Company have signed a non-binding term sheet(the “ Term Sheet ”) to invest approximately C$16.9million (US$12.7 million) in SRG.

The Term Sheet offers substantial additional advantagesto the Parties and updates the previously announced agreement of July9, 2023. SRG will maintain its listing on the TSX Venture exchange buthas agreed to redomicile outside of Canada. The proposed transactionwill therefore not require clearance from the Canadian Government under the Investment Canada Act . The Company and C-ONE have agreed tonegotiate expeditiously the definitive transaction agreementsincluding pricing, which are largely based on the agreements of July9, 2023 between the Parties.

T he alliance between C-ONE and SRG (the “ Anode Material Alliance ”) remains unchanged and will focus on the development of astrategy to upgrade SRG and third-party graphiteconcentrates that meet all of C-ONE’s requirements and end-productspecifications. The Parties have agreed to develop the Anode MaterialAlliance in the Kingdom of Morocco (“ Morocco ”). TheParties believe Morocco is strategically located in close proximity tothe SRG’s assets in the Republic of Guinea. In Morocco, which hasfree trade agreements with both the United States of America as wellas the European Union, the Anode Material Alliance will have access tokey markets and customers.

Closing conditions to the transaction include theredomiciliation of SRG outside of Canada as well as certaindevelopment milestones for the Anode Alliance in Morocco.O ther customary closing conditions includerecordals and registration with certain Chinese regulatory agencies.The transaction is also subject to approval by the TSX VentureExchange.

Upon closing of the private placement, SRG and C-ONEwill enter into an investor rights agreement similar to the agreementannounced on July 9, 2023. Among its key provisions, C-ONE will havethe right to nominate two directors – one of whom will beindependent – to SRG’s board.

Matthieu Bos, President and Chief Executive Officer ofSRG, expressed optimism, stating: “The updated Term Sheet providesSRG and C-ONE with substantial assurances regarding the transactiontimeline. We are confident that with these modest changes to thetransaction, SRG and C-ONE will rapidly advance the development of theLola Graphite Project as well as accelerate the development of alarge-scale industrial facility to produce 100,000 tonnes per annum ofcoated, spheroidized and purified graphite in Morocco.”

“We are confident that C-ONE will work expeditiouslywith our team to advance the definitive transaction agreements. C-ONEshares our vision, and the vision of our shareholders, and has theexperience to help us advance towards becoming a fully integratedanode material producer outside of China, creating value for SRGstakeholders in the Republic of Guinea, along with our internationalshareholders,” added Mr. Bos.

About C-ONE

A leading private anode materials company in China,C-ONE was founded in 2022 by C-ONE’s Chair, Yue Min. Mr. Yue is aco-founder of BTR New Material Group Co., Ltd, the largest anodematerials company in the world, and is a pioneer in China’s graphiteand silicon-based anode industry. As a principal inventor, Mr Yue is aleading authority with over 30 years of experience in anode materialswho has drafted numerous industry standards and has over 300battery-related patents in his name.

C-ONE has assembled a large production base for variousanode materials that sets the benchmark in the industry, includingnatural flake graphite. C-ONE is an innovative anode material industryleader and one of the lowest cost anode material producers in China,with a current installed capacity of 300,000 tonnes per annum(“ tpa ”) of CSPG .C-ONE owns several natural flake graphite mines that feed 250,000 tpaof spheroidizing capacity, 2 75,000 tpa of chemical purificationcapacity and 100,000 tpa of thermal purification capacity as well as300,000 tpa of ALD-like coating capacity.

In addition to natural flake graphite material, C-ONEhas the capacity to produce 150,000 tpa of artificial graphite andplanned production of 15,000 tpa of silicon-based products.

About SRG

SRG Mining is a Canadian-based mining company focusedon developing the Lola Graphite Project located in the Republic ofGuinea, West Africa. The Lola Graphite Project has Proven and Probable Reserves of 41Mt at a grade of 4.14%Cg . SRG aims to develop a fully integratedsource of battery anode material to supply the European and NorthAmerican lithium-ion and fuel cell markets. With attractive operatingcosts, proximity to European end-markets and strong ESG credentials,the Company is poised to become a reliable supplier while promotingsustainability and supply chain transparency. SRG is committed to generating sustainable, long-term benefits thatare shared with the host countries and communities where itoperates.

For additional information, please visit SRG’swebsite at www.srgmining.com .

Contact:

Matthieu Bos
President & CEO
Email: m.bos@srgmining.com

Matt Johnston
Corporate Development Advisor
Email: m.johnston@srgmining.com

Neither the TSXV nor its RegulationServices Provider (as that term is defined in the policies of theTSXV) accepts responsibility for the adequacy or accuracy of thisrelease.

Forward-Looking Statements

This press releasecontains "forward-looking information" within the meaning ofCanadian securities legislation. All information contained herein thatis not clearly historical in nature may constitute forward-lookinginformation. Generally, such forward-looking information can beidentified by the use of forward-looking terminology such as “toinvest”, “additional”, “advantages”, “updates”,“maintains”, “proposed”, “remain”, “upgrade”,“believe”, “confident”, “intends”, “include”,“will”, “become”, “continue”, “deliver”,“believe”, or variations of such words and phrases or state thatcertain actions, events or results "may", "could","would" or "might". Forward-looking information issubject to known and unknown risks, uncertainties and other factorsthat may cause the actual results, level of activity, performance orachievements of the Company to be materially different from thoseexpressed or implied by such forward-looking information, includingbut not limited to: (i) volatile stock price; (ii) the general globalmarkets and economic conditions; (iii) the possibility of write-downsand impairments; (iv) the risk associated with exploration,development and operations of mineral deposits and mine plans for theCompany’s mining operations; (v) the risk associated withestablishing title to mineral properties and assets includingpermitting, development, operations and production from theCompany’s operations being consistent with expectations andprojections; (vi) fluctuations in commodity prices, finding offtaketakers and potential clients or enforcing such agreements againstsame, (vii) prices for diesel, process reagents, fuel oil, electricityand other key supplies being approximately consistent with currentlevels; (viii) production and cost of sales forecasts meetingexpectations; (ix) the accuracy of the mineral reserve and mineralresource estimates of the Company; (x) labour and materials costsincreasing on a basis consistent with the Company's currentexpectations; (xi) there being no significant disruptions affectingthe operations of the Company whether due to climate change, COVID-19restrictions, the war in Ukraine, artisanal miners, access to water,extreme weather events and other or related natural disasters, labourdisruptions, supply disruptions, power disruptions, damage toequipment or otherwise; and (xi) asset impairment (or reversal)potential, being consistent with the Company's current expectations.and other risks and factors described or referred to in the sectionentitled "Risk Factors" in the MD&A of the Company andwhich is available at www.sedar.com, all of which should be reviewedin conjunction with the information found in this news release.

Although the Company has attempted to identifyimportant factors that could cause actual results to differ materiallyfrom those contained in the forward-looking information, there may beother factors that cause results not to be as anticipated, estimatedor intended. There can be no assurance that such forward-lookinginformation will prove to be accurate, as actual results and futureevents could differ materially from those anticipated in suchforward-looking information. Such forward-looking information has beenprovided for the purpose of assisting investors in understanding theCompany's business, operations and exploration plans and may not beappropriate for other purposes. Accordingly, readers should not placeundue reliance on forward-looking information. Forward-lookinginformation is given as of the date of this press release, and theCompany does not undertake to update such forward-looking informationexcept in accordance with applicable securities laws.

Copyright (c) 2023 TheNewswire - All rights reserved.

Stock Information

Company Name: Srg Mining Inc.
Stock Symbol: SRG:CC
Market: TSXVC
Website: srgmining.com

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