Applied Graphite Technologies Corp. (TSX-V: AGT), announces that it has entered into a share exchange agreement to acquire all of the issued and outstanding common shares of Bullfrog Gold Corporation, a private Canadian company, which owns the South Bullfrog epithermal gold project consisting of 488 BLM claims over 9,899 acres in Beatty, Nevada.

The agreement provides for, among other things, consideration in the form of a share exchange on the basis of one (1) Bullfrog common share for one and one-half (1.5) of an AGT common share with Bullfrog becoming a wholly-owned subsidiary of AGT. Completion of the Bullfrog Transaction will be subject to various conditions precedent including among others: (i) completion of the Offering (described below); (ii) receipt of all required approvals, including conditional approval from the TSX Venture Exchange; and (iii) satisfactory completion of all due diligence by both parties; and (iv) other conditions that are customary for a similar transaction.  Securities issued as part of the consideration for the Bullfrog Transaction will be subject to a four-month plus one day hold period under applicable securities laws in Canada. AGT is at arm’s length to Bullfrog and its shareholders.

In connection with the Bullfrog Transaction, AGT intends to complete a non-brokered private placement for the sale of up to 10,000,000 AGT common shares at a price of $C0.10 per share for gross proceeds of up to C$1,000,000.

Existing insiders of AGT intend to purchase a portion of the Offering.  Participation by insiders of AGT in the Offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The issuance of securities is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that the fair market value of the insiders’ participation in the Offering, as determined in accordance with MI 61-101, shall not exceed 25% of AGT’s market capitalization.

The Offering is scheduled to close on or about March 31, 2026 and is subject to AGT receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange for the Bullfrog Transaction as well as approval to list the common shares as part of the Offering. All securities to be issued pursuant to the Offering will be subject to a four-month plus one day hold period under applicable securities laws in Canada.

The net proceeds of the Offering will be used by AGT for exploration and development of the Queens Mine Complex and South Bullfrog projects, and for general working capital purposes.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

 

About Applied Graphite Technologies

Applied Graphite Technologies is currently permitting the Queens Mine Complex in Sri Lanka. The Queens Mine Complex consists of an historical vein graphite mine on private land in the heart of the vein graphite district.