BRISBANE, QUEENSLAND, AUSTRALIA – August 12, 2021 – Graphene Manufacturing Group (“GMG” or the “Company”) is pleased to announce that it is undertaking an overnight marketed public offering of units (the “Offered Units”) of the Company for gross proceeds of up to CDN$10.0 million (the “Offering”). The Offering is expected to be completed pursuant to an underwriting agreement to be entered into between the Company and Cantor Fitzgerald Canada Corporation, as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters to be determined (collectively, the “Underwriters”).
Each Offered Unit will consist of one ordinary share in the capital of the Company (an “Offered Share“) and one-half of one ordinary share purchase warrant (each whole ordinary share purchase warrant, a “Warrant“). Each Warrant will be exercisable to purchase one ordinary share in the capital of the Company (a “Warrant Share“). The number of Offered Units to be sold, the offering price (the “Offering Price”) and the terms of the Offered Units, including the terms to exercise the Warrants, will be determined in the course of marketing and there can be no assurance as to completion of the Offering. In addition, the Company will grant the Underwriters an over-allotment option (the “Over-Allotment Option”) exercisable, in whole or in part, in the sole discretion of the Underwriters, to purchase up to an additional 15% of the number of Offered Units sold in the Offering for up to 30 days after the closing, on the same terms and conditions as the Offering.
The Company will pay the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option, in addition to broker warrants to purchase up to 3.0% of the number of Offered Units, including the Offered Units from the exercise of the Over-Allotment Option sold in the Offering (the “Broker Warrants”). Each Broker Warrant shall entitle the Underwriters to purchase one Unit at the Offering Price at any time on or before the date on which the Warrants issued under the Offering are set to expire.
The Offered Units will be offered by way of a short form prospectus in Canada in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The Offered Units will not be offered or sold in the United States. The Offered Units may also be offered in those jurisdictions outside of Canada and the United States as agreed to by the Company and the Underwriters provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.
The Offering will be subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange for the listing of the Offered Shares and Warrants comprising the Offered Units.
The Company anticipates using the proceeds of the Offering to, among others, develop a commercial coin cell graphene aluminum-ion battery prototype, front end design and commence building of a battery manufacturing facility (subject to a successful prototype and a final investment decision) and for working capital and general corporate purposes.
The preliminary short form prospectus is available on SEDAR at www.sedar.com. Alternatively, a written prospectus relating to the Offering may be obtained upon request by contacting the Company or Cantor Fitzgerald Canada Corporation in Canada, attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: [email protected].
GMG is a clean-tech, disruptive company that produces graphene and hydrogen by cracking methane (natural gas) instead of mining graphite. By use of the company’s proprietary process, GMG can produce high quality, low cost, scalable, ‘tuneable’ and no/low contaminant graphene – enabling demonstrated cost and environmental improvements in a number of world-scale planet-friendly/clean-tech applications. Using this low input cost source of graphene, the Company is developing value-added products that target the massive energy efficiency and energy storage markets.
The Company is also pursuing additional opportunities for GMG graphene including the development of next generation batteries, collaborating with world leading universities in Australia, and investigating the opportunity to enhance the performance of lubricating oils, biodiesel and diesel fuels.
For further information please contact:
– Craig Nicol, Chief Executive Officer and Managing Director of the Company at [email protected], +61 415 445 223
– Leo Karabelas at Focus Communications, [email protected], +1 647 689 6041
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements with respect to the anticipated size of the Offering, the anticipated Offering Price, the entering into of the underwriting agreement and the completion of the Offering, the anticipated use of the net proceeds from the Offering, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange, the Company’s objectives, goals or future plans and statements. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk factors set out in the Company’s public documents filed on SEDAR. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.