Graphene Manufacturing Group Ltd. announces agreement for an offer on the market

Brisbane, Queensland, Australia–(Newsfile Corp. – June 13, 2024) – Graphene Manufacturing Group Ltd. (TSXV: GMG) (OTCQX: GMGMF) (“GMG“or the”Business“) is pleased to announce that it has entered into an equity distribution agreement dated June 13, 2024 (the “Distribution agreement“) with Cantor Fitzgerald Canada Corporation (the “Agent“). Pursuant to the Distribution Agreement, the Company shall have the right, at its discretion and from time to time during the term of the Distribution Agreement, to sell, through the Agent, such number of ordinary shares of the Company (the “Ordinary actions“) which would result in total gross proceeds to the Company of up to C$20 million (the “Offer” Or “ATM installation“). Sales of Common Shares, if any, will be made “at the time of market distributions”, as defined in National Instrument 44-102 – Shelf distributionsdirectly to the TSX Venture Exchange (the “TSX Venture Exchange“) or on any other trading market existing in Canada. No offer or sale of common shares will be made on any exchange or quotation system outside of Canada.

Net proceeds from the ATM facility, if any, will be used to fund ongoing operations, including, but not limited to, business development, product development and working capital. The ATM Facility will be in effect until the earlier of: (i) the issuance and sale of an aggregate amount of C$20,000,000 of Ordinary Shares through the Agent; and (ii) February 10, 2025, unless earlier terminated before such date by the Company or Agent.

The Offer will be made by means of a prospectus supplement dated June 13, 2024 (the “Prospectus Extra charge“) to the simplified base shelf prospectus of the Company dated January 5, 2024 (amending and updating the simplified base shelf prospectus dated January 9, 2023 as amended and updated by the simplified prospectus amended and restated on August 2, 2023) for the provinces of British Columbia, Alberta, Saskatchewan and Ontario and the final short form base shelf prospectus dated January 5, 2024 for the provinces and territories of Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (with prospectus supplement); , THE “Offer documents“). The prospectus supplement will be filed with each of the provincial securities commissions in Canada. The offering documents will contain important detailed information about the securities being offered. Before investing, you should read the offering documents and the documents incorporated therein for complete information about the Company and the Offering. Copies of the Offering Agreement and the Offering Documents will be available free of charge by visiting the Company’s profile on SEDAR+ at www. sedarplus.ca.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be illegal. The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“), or under the securities laws of any state of the United States, and may not be offered, sold, directly or indirectly, or delivered within the “United States” or to, or for the account or benefit of, persons in the “United States” or “U.S. Persons” (as such terms are defined in Regulation S under the US Securities Act), except in connection with certain transactions exempt from the registration requirements of the US Securities Act and all laws on applicable U.S. state securities.

About GMG www.graphenemg.com

GMG is a clean technology company that seeks to deliver energy saving and energy storage solutions enabled by graphene, including those manufactured in-house through a proprietary production process. GMG has developed a proprietary production process to break down natural gas (i.e. methane) into its elements, carbon (such as graphene), hydrogen and certain residual hydrocarbon gases. This process produces high-quality, low-cost, scalable, “tunable” and low-to-no-contamination graphene, suitable for use in clean technology and other applications.

The company’s current focus is on reducing risks, developing commercial scaling capabilities, and securing applications in the market. In the energy saving segment, GMG focused on graphene-enhanced coating for heating, ventilation and air conditioning (“HVAC-R”) (or energy efficient coating), lubricants and fluids.

In the energy storage segment, GMG and the University of Queensland are working together with financial support from the Australian Government to advance the R&D and commercialization of graphene aluminum-ion batteries (“G+AI Batteries”).

GMG’s 4 critical business objectives are:

Produce graphene and improve/scale cellular production processes
Generate revenue with energy saving products
Developing a next generation battery
Develop supply chain, partners and project execution capacity

For more 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 Investor Relations, [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 press release.

Caution Regarding Forward-Looking Statements

This press release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of the Company’s management regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words, expressions or statements depending on certain actions, events or results “may”, “could”, “should”, “would” or will “potentially” or “probably” occur. Such information and statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this press release and include, without limitation, statements regarding the Company’s proposed business plans, expectations regarding the sale of Common Shares under the ATM Facility, the proceeds of the ATM Facility and the Company’s proposed use of the proceeds of the ATM Facility.

These forward-looking statements are based on a number of management’s assumptions, including, without limitation, assumptions that the Company will receive the necessary regulatory approvals for the ATM facility and that the Company will be able to use the proceeds from the ATM facility as anticipated.

In addition, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors that may cause GMG’s actual plans, intentions, activities, results, performance or achievements to be materially different from the plans, intentions, activities, future activities. results, performance or achievements expressed or implied by these forward-looking statements. These risks include, but are not limited to: the risk that the Company will not be able to use the proceeds of the ATM facility as intended by management, the risk that the Company will not receive required regulatory approvals for the ATM facility, risks relating to the extent and duration of the conflict in Eastern Europe and its impact on global markets, volatility in global financial markets, political instability, the Company’s inability to obtaining regulatory approvals, attracting and retaining qualified personnel, unexpected development and production challenges, costs and unforeseen costs. the risk factors set forth under the heading “Risk Factors” in the Company’s Annual Information Form dated October 12, 2023, available for review on the Company’s profile at www.sedarplus.ca.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results are not those anticipated, estimated or expected. . There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Therefore, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on this information may not be appropriate for other purposes. The Company undertakes no obligation to update any forward-looking statements, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We are looking for a safe haven.

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/212955