Press Release


BRISBANE, QUEENSLAND, AUSTRALIA – August 26, 2021 – Graphene Manufacturing Group Ltd. (“GMG” or the “Company”) is pleased to announce that in connection with its previously announced overnight marketed public offering (the “Offering”) of units of the Company, the Company will be conducting a concurrent private placement financing (the “Private Placement”) of units (“Units”) for gross proceeds of up to C$900,000.

The Company notes that while in the process of finalising the subscription book in connection with the Offering, it became apparent that a number of significant orders had been received before the Company’s trading halt was lifted but that such orders were not reflected in the Offering allocation.  The Company has therefore determined to proceed with the Private Placement in order to recognise these good faith orders separately.

The Company intends to sell up to 420,560 Units at a price of $2.14 per Unit (the “Offering Price”) for gross proceeds of up to approximately C$900,000. Each Unit is comprised of one ordinary share in the capital of the Company (each, an “Ordinary Share”) and one-half of one Ordinary Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder to purchase one Ordinary Share at $2.60 at any time on or before the date which is 36 months after the Closing Date (as defined below).

The Private Placement is expected to close concurrently with closing of the Offering on or about August 31, 2021 (the “Closing Date”) and will be subject to certain conditions including, but not limited to, closing of the Offering and the receipt of all necessary approvals including the approval of the TSX Venture Exchange of the listing of the Ordinary Shares and Warrants (including the Ordinary Shares and Warrants comprising the Units and the Ordinary Shares issuable upon the exercise of the Warrants).

The Units will be sold on a prospectus exempt basis in Canada and may also be offered in jurisdictions outside of Canada and the United States 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 Units will not be offered or sold in the United States or to, or for the account or benefit of “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)). The Units may also be offered.

All securities issued pursuant to the Private Placement will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.

In connection with the Private Placement, the Company may pay finders’ fees as permitted by the policies of the TSX Venture Exchange.

The Company anticipates using the proceeds of the Private Placement in the same manner as the proceeds of the Offering which includes, among other things, to 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.

About GMG

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 Private Placement, the anticipated Offering Price, the completion of the Private Placement and the Offering, the anticipated use of the net proceeds from the Private Placement and the Offering, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and GMG’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.