NanoXplore Announces Bought Deal Life Private Placement of $25,000,080

Not for distribution to United States newswire services or for dissemination in the United States

MONTRÉAL, Québec, Oct. 23, 2025 (GLOBE NEWSWIRE) — NanoXplore Inc. (“NanoXplore” or the “Corporation”) (TSX: GRA and OTCQX: NNXPF), a world-leading graphene company, is pleased to announce a bought deal private placement (the “Offering”) pursuant to an agreement with Ventum Financial Corp. as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters”), whereby the Underwriters have agreed to purchase for resale 10,416,700 common shares in the capital of the Corporation (“Common Shares”) at a price of $2.40 per Common Share (the “Offering Price”) for gross proceeds of $25,000,080.

The Underwriters have an option (the “Underwriters’ Option”) to increase the size of the Offering by up to 15% by giving written notice of the exercise of the Underwriters’ Option, or a part thereof, to the Corporation at any time up to 48 hours prior to the Closing Date (as defined herein).

The Corporation intends to use the net proceeds raised from the Offering to support future growth by investing in dry graphene expansion, and for general corporate and working capital purposes.

Except to the extent that any Common Shares are sold to purchasers resident in jurisdictions outside of Canada, such as the United States, the Common Shares sold pursuant to the Offering will be offered in all the Provinces of Canada pursuant to the “listed issuer financing” exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The Common Shares issued pursuant to the Listed Issuer Financing Exemption, including the Underwriters’ Option, as applicable, are expected to be immediately freely tradeable and will not be subject to a hold period under applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed under the Corporation’s profile at www.sedarplus.ca and on the Corporation’s website at https://nanoxplore.ca/. Prospective investors should read this offering document before making an investment decision.

Closing of the Offering is expected to take place on or about October 30, 2025 (the “Closing Date”), subject to certain conditions including, but not limited to, receipt of all necessary approvals, such as the approval of the Toronto Stock Exchange (the “TSX”).

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities offered pursuant to the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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, Québec with manufacturing facilities in Canada, the United States and Europe.

Forward-Looking Statements and Disclaimer

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. This press release contains forward-looking information regarding, among other things, the Offering, the anticipated Closing Date, whether the Underwriters’ Option will be exercised in full or partially, if at all, the intended use of proceeds from the Offering and the receipt of any requisite regulatory approvals, including the approval of the TSX.

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 Terrisse
Vice-President Corporate Development
py.terrisse@nanoxplore.ca 
Tel: +1 438 476 1965