Announcement • Jul 17
Critical Reagent Processing Corp. Announces Settlement Agreement with British Columbia Securities Commission The Executive Director of the British Columbia Securities Commission (the Executive Director) and Critical Reagent Processing Corp. (formerly Graphite Energy Corporation) (the Issuer) agree as follows: Agreed Statement of Facts Background 1. The Issuer is a junior mineral exploration company. It is a reporting issuer in British Columbia and its shares traded on the Canadian Securities Exchange. During the relevant period, it was known as Graphite Energy Corporation. 2. On January 15, 2018, the IssuerCs principal asset was a property known as Lac Aux Bouleaux in Quebec (LAB). 3. The Issuer has no prior history of regulatory or disciplinary proceedings. Misconduct 4. On January 15, 2018, the Issuer disclosed test results about the LAB property (News Release). This disclosure was contrary to National Instrument 43-101, Standards of Disclosure for Mineral Projects, as: (a) It did not include a description of how the data was verified, contrary to section 3.2; (b) It did not include the results and locations of 72 samples that showed lower percentages of graphite, contrary to section 3.3(1)(a); (c) It did not provide an adequate interpretation of the exploration information, by failing to disclose the results and locations of 72 samples, contrary to section 3.3(1)(b); (d) It did not disclose the quality assurance program and quality control measures applied during execution of the work, contrary to section 3.3(1)(c); (e) It did not disclose the location of two of the trench samples in the table, contrary to section 3.3(2)(a); (f) It did not disclose a summary of the relevant analytical values, widths, and to the extent known, the true widths of the mineralized zone for 72 samples, contrary to section 3.3(2)(c); and (g) It did not disclose a summary description of analytical or testing procedures utilized, sample size, the name and location of each analytical or testing laboratory used, and any relationship between the laboratory and the Issuer for the 72 samples, contrary to section 3.3(2)(f). Factors Relevant to Settlement 5. None of the Issuer's current management team were directors or officers of the Issuer at the time of the misconduct. 6. The Issuer cooperated with the Executive Director in reaching this Settlement Agreement. Undertaking 8. The Issuer undertakes to pay $30,000 to the British Columbia Securities Commission in settlement of this matter, which sum is due and payable by the Issuer immediately without further demand. Public Interest 9. In light of all the circumstances, including the undertaking, it is not in the public interest that the Executive Director issue orders under section 161 of the Act. Waiver 2 The Issuer waives any right it may have, under the Act or otherwise, to a hearing, hearing and review, judicial review or appeal related to, in connection with, or incidental to this Settlement Agreement. Counterpart 3 This Settlement Agreement may be signed in counterpart and all such counterparts of signed copies, whether delivered electronically or otherwise, shall be read or construed together as if they formed one originally executed document. Board Change • Jul 16
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 1 experienced director. 3 highly experienced directors. Independent Director Bill Feyerabend was the last director to join the board, commencing their role in 2020. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. New Risk • May 30
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -CA$996k This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-CA$996k free cash flow). Shares are highly illiquid. Shareholders have been substantially diluted in the past year (50% increase in shares outstanding). Revenue is less than US$1m. Market cap is less than US$10m (CA$1.47m market cap, or US$1.07m). 
