Classic Agriculture Holdings Limited Acquires Units of Focus Graphite Inc.

OTTAWA, Oct. 12, 2017 /CNW Telbec/ - Classic Agriculture Holdings Limited (the "Acquiror"),  announces that, on October 4, 2017, it has acquired 27,700,000 Units of Focus Graphite Inc. (TSXV: FMS) (the "Corporation"), each comprised of one common share (collectively, the "Shares") and one common share purchase warrant (collectively, the "Warrants") pursuant to a subscription agreement (the "Transaction"). Each Warrant entitles the holder to acquire one additional common share of the Corporation at a price of $0.10 until October 4, 2021. The Acquiror paid a purchase price of $0.075 per Unit.

Immediately prior to the closing of the Transaction, the Acquiror directly owned (i) 24,900,000 Shares of the Corporation, and (ii) Warrants entitling the Acquiror to purchase 24,900,000 Shares of the Corporation (see press release dated August 23, 2017 for more details).

Immediately following the closing of the Transaction, assuming the exercise of all Warrants held by the Acquiror following the closing of the Transaction, it would own 105,200,000 Shares, representing 30.07% of the Corporation's Shares that would then be issued and outstanding. However, the Acquiror shall only be entitled to exercise the Warrants to the extent that the Holder and any Person acting in concert (as defined in applicable securities legislation) with the Acquiror will own (including together with any person acting jointly or in concert with the holder), directly or indirectly, less than 20% of the issued and outstanding common shares of the Corporation after such exercise, unless the disinterested shareholder approval has been obtained (the "Warrant Restriction").

The Acquiror acquired the Units described in this press release for investment purposes and in accordance with applicable securities laws, the Acquiror may, from time to time and at any time, and for investment purposes, acquire additional Securities of the Corporation in the open market or otherwise, and it reserves the right to dispose of any or all of his Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Corporation and other relevant factors, the whole in compliance with the Warrant Restriction.

A copy of the early warning report to be filed by the Acquiror in connection with the Transaction described above will be available on SEDAR under the Corporation's profile. This news release is issued under the early warning provisions of the Canadian securities legislation.

The Corporation's registered head office is located at 945 Princess Street, Kingston, Ontario, K7L 0E9.

SOURCE Classic Agriculture Holdings Limited