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Northern Graphite Signs Agreement to Acquire Ownership Interest in NeoGraf Solutions

Ottawa, Ontario--(Newsfile Corp. - February 13, 2023) - Northern Graphite Corporation (TSXV: NGC) (OTCQB: NGPHF) (FSE: 0NG) (XSTU: 0NG) (the "Company" or "Northern") is pleased to announce that it has entered into an agreement with Edgewater Capital Partners ("Edgewater") to acquire an ownership interest in NeoGraf Solutions, LLC ("NeoGraf"). NeoGraf is a leading provider of specialty, value added products manufactured from natural graphite and has a strong intellectual property portfolio and a blue chip customer base. NeoGraf is one of Northern's largest customers. This investment will enable Northern to integrate downstream into the manufacturing of graphite products for a number of high-growth markets including lithium ion batteries/EVs, fuel cells, graphene and nanomaterials, thermal management in consumer electronics, smart building products and fire retardants.

Under the terms of agreement, Northern has a six month option to acquire an effective 50.1% voting interest and a 33.3% equity interest in NeoGraf and also has an option to increase its interest up to 100% at a later date subject to the terms and conditions of the agreement. Northern has engaged Sprott Capital Partners LP to act as its financial advisor with respect to financing the investment. Closing of Northern's investment is subject to the execution of definitive agreements, the receipt of all required third party and regulatory approvals including, if applicable, approval of the TSX Venture Exchange and to Northern completing satisfactory financing arrangements.

Hugues Jacquemin, Northern's CEO, commented, "The NeoGraf transaction is a major step toward integrating downstream to capture a greater share of the value chain and creating an industry leading mine-to-market natural graphite company with the ambition to produce low carbon footprint products." He added that, "We are very pleased to be partnering with Edgewater, which will enable us to complete the transaction in a very capital efficient manner. The combination of Edgewater's performance materials expertise and our knowledge of the graphite industry will help enable NeoGraf to achieve its full growth potential."

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"We are very excited to partner with Hugues and the Northern team," commented Robert Girton, a Partner at Edgewater. "Their investment in NeoGraf clearly demonstrates their 'mine-to-market' strategy and enhances the security of supply and value that NeoGraf provides to its blue-chip customer base. Further, the collaboration between the organizations will serve to accelerate and expand the breadth of unique solutions which ultimately enable our customers' commercial success."

Drew Walker, CEO of Neograf, commented, "Similar to NeoGraf, Northern is a noted thought leader in the worldwide graphite industry, an industry which sits at the centre of several megatrends that will drive outsized growth opportunities for our products. Together, Northern and NeoGraf will be a powerful combination in the development of high performance technical solutions that address our customer's application specific needs. Additionally, Northern provides NeoGraf with greater security of supply and expands the geographic regions from which we source our graphite. This will be a key advantage as we execute our shared vision for growth."

About Northern Graphite
Northern is a Canadian, TSX Venture Exchange listed company that is focused on becoming a world leader in producing natural graphite and upgrading it into high value products critical to the green economy including anode material for lithium ion batteries/EVs, fuel cells and graphene, as well as advanced industrial technologies.

Northern is the only significant graphite producing company in North America and will become the third largest outside of China when its Namibian operations come back online. The Company also has two large scale development projects, Bissett Creek in Ontario and Okanjande in Namibia, that will be a source of continued production growth in the future. All projects have "battery quality" graphite and are located close to infrastructure in politically stable countries.

About NeoGraf
NeoGraf Solutions LLC is based in Lakewood, Ohio where it operates a 395,000 s/f manufacturing facility on a 22 acre, company owned site. It has just over 100 employees and a strong R&D, materials science and application development capability with 10 R&D scientists and over 150 patents. NeoGraf is a global technology leader in the sale of highly-engineered specialty products, materials and additives which are largely based on natural graphite and proprietary technologies. It has a 100+ year history and a strong brand name with over 250 customers in 22 countries.

Edgewater Capital Partners
Edgewater Capital Partners is a Cleveland based, sector-focused private equity firm that invests in lower middle-market performance materials and service businesses. The firm has extensive experience and expertise investing in the people, technology, and facilities to accelerate the growth trajectory of niche manufacturers of specialty chemicals, life sciences, advanced materials, and engineered components. Over twenty years of industry specific investing has allowed the firm to develop a deep understanding of the complexities and nuances common to these businesses.

For additional information
Please visit the Company's website at http://www.northerngraphite.com/investors/presentation/, the Company's profile on www.sedar.com, our Social Channels listed below or contact the Company at (613) 271-2124.

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Cautionary Note Regarding Forward-Looking Statements
This news release contains certain "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward- looking statements and information are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "potential", "possible" and other similar words, or statements that certain events or conditions "may", "will", "could", or "should" occur. Forward-looking statements in this release include statements regarding, among others, the Company's intentions with respect to completing the investment in NeoGraf, completing the financing arrangements relating thereto, advancing its developments projects to production, and developing the capacity to manufacture value added products. All such forward-looking statements are based on assumptions and analyses made by management based on their experience and perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. However, these statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected including, but not limited to unexpected changes in laws, rules or regulations, or their enforcement by applicable authorities; the failure of other parties to perform as agreed; social or labour unrest; changes in commodity prices; unexpected failure or inadequacy of infrastructure and the failure of ongoing and contemplated studies to deliver anticipated results or results that would justify and support continued studies, development or operations. Readers are cautioned not to place undue reliance on forward-looking information or statements.

Although the forward-looking statements contained in this news release are based on what management believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with them. These forward-looking statements are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement. Subject to applicable securities laws, the Company does not assume any obligation to update or revise the forward-looking statements contained herein to reflect events or circumstances occurring after the date of this news release.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/154546