GRA NanoXplore Inc

NanoXplore Inc. (TSX: GRA) (“NanoXplore” or the “Corporation”) is pleased to announce that the Toronto Stock Exchange (TSX) has approved the Corporation's request to adopt a new normal course issuer bid (NCIB) program, through which NanoXplore may purchase, for cancellation, up to 5,976,834 common shares or approximately 5% of the public float (consisting of 119,536,699 common shares as of February 24, 2025, out of the 170,608,431 common shares issued and outstanding). The Corporation may purchase shares under the NCIB over a period of twelve months commencing on March 1, 2025 and ending February 28, 2026, when the bid expires. NCIB purchases are made through the facilities of the TSX and Canadian Alternative Trading Systems (such as Nasdaq CXC and CX2, TSX Alpha Exchange and Omega ATS) and the price for any repurchased shares will be the prevailing market price at the time of the acquisition.

All common shares purchased by the Corporation will be cancelled. The number of shares repurchased on any given day may not exceed 18,141 common shares, which is equal to 25% of the average daily trading volume on the TSX for the six-month period ending January 31, 2025 except where purchases are made in accordance with the “block purchase exception” of the TSX rules. The average daily volume for this period was calculated in accordance with the rules of the TSX and is equal to 72,567 common shares.

The Corporation’s Board of Directors believes that the purchase by the Corporation of its own common shares may, in appropriate circumstances, be a responsible investment of funds on hand.

The extent to which NanoXplore repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, as determined by NanoXplore's management team. The Corporation will use funds from its existing cash balances to purchase the shares.

Under the previously approved NCIB, which commenced on December 1, 2023, and terminated on November 30, 2024, NanoXplore could repurchase up to 5,936,205 common shares. No common shares were repurchased under the previous NCIB.

ABOUT NANOXPLORE

NanoXplore is a graphene company, a manufacturer and supplier of high-volume graphene powder for use in transportation and industrial markets. Also, the Corporation provides standard and custom graphene-enhanced plastic and composite products to various customers in transportation, packaging, electronics, and other industrial sectors. The Corporation is also a silicon-graphene-enhanced Li-ion battery manufacturer for the Electric Vehicle and grid storage markets. NanoXplore is headquartered in Montreal, Quebec with manufacturing facilities in Canada, the United States and Europe.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, and subject to risks and uncertainties. All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Forward-looking statements are not facts, but only predications and can generally be identified by the use of statements that include phrases such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “foresee”, “grow”, “expect”, “plan”, “intend”, “forecast”, “future”, “guidance”, “may”, “predict”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes.

Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties. Such forward-looking information necessarily involves known and unknown risks and uncertainties, including the relevant assumptions and risks factors set out in NanoXplore’s most recent annual management discussion and analysis filed on SEDAR+ at www.sedarplus.ca, which may cause NanoXplore’s actual results to differ materially from any projections of future results expressed or implied by such forward-looking information. These risks, uncertainties and other factors include, among others, the uncertain and unpredictable condition of global economy. Any forward-looking information is made as of the date hereof and, except as required by law, NanoXplore does not undertake any obligation to update or revise any forward–looking statement as a result of new information, subsequent events or otherwise.

Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements.

No securities regulatory authority has either approved or disapproved the contents of this press release.

For further information, please contact:

Pierre Yves TerrisseVice-President Corporate Developmentpyterrisse@nanoXplore.ca | Tel: 1 438 476-1965