Graphene Manufacturing Group Ltd. Announces Agreement for At-The-Market Offering

Brisbane, Queensland, Australia–(Newsfile Corp. – June 13, 2024) – Graphene Manufacturing Group Ltd. (TSXV: GMG) (OTCQX: GMGMF) ("GMG" or the "Company") 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 will be entitled, 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 Shares") that would result in aggregate gross proceeds to the Company of up to C$20 million (the "Offering" or "ATM Facility"). Sales of the Ordinary Shares, if any, will be made in "at the market distributions", as defined in National Instrument 44-102 – Shelf Distributions, directly on the TSX Venture Exchange (the "TSXV") or on any other existing trading market in Canada. No offers or sales of Ordinary 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, commercial development, product development and working capital. The ATM Facility will be effective 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 prior to such date by the Company or the Agent.

The Offering will be made by way of a prospectus supplement dated June 13, 2024 (the "Prospectus Supplement") to the Company's amended and restated short form base shelf prospectus dated January 5, 2024 (amending and restating the short form base shelf prospectus dated January 9, 2023 as amended and restated by the amended and restated short form prospectus dated 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 (together with the Prospectus Supplement, the "Offering 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 you invest, you should read the Offering Documents and the documents incorporated therein for more complete information about the Company and the Offering. Copies of the Distribution Agreement and the Offering Documents will be available for free by visiting the Company's profile on SEDAR+ at www.sedarplus.ca.

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any U.S. state securities laws, 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 U.S. Securities Act) except in certain transactions exempt from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws.

About GMG www.graphenemg.com

GMG is a clean-technology company which seeks to offer energy saving and energy storage solutions, enabled by graphene, including that manufactured in-house via a proprietary production process. GMG has developed a proprietary production process to decompose natural gas (i.e. methane) into its elements, carbon (as graphene), hydrogen and some residual hydrocarbon gases. This process produces high quality, low cost, scalable, 'tuneable' and low/no contaminant graphene suitable for use in clean-technology and other applications.

The Company's present focus is to de-risk and develop commercial scale-up capabilities, and secure market applications. In the energy savings segment, GMG has focused on graphene enhanced heating, ventilation and air conditioning ("HVAC-R") coating (or energy-saving coating), lubricants and fluids.

In the energy storage segment, GMG and the University of Queensland are working collaboratively with financial support from the Australian Government to progress R&D and commercialization of graphene aluminium-ion batteries ("G+AI Batteries").

GMG's 4 critical business objectives are:

  • Produce Graphene and improve/scale cell production processes

  • Build Revenue from Energy Savings Products

  • Develop Next-Generation Battery

  • Develop Supply Chain, Partners & Project Execution Capability

  • For further information please contact:

    • Craig Nicol, Chief Executive Officer & Managing Director of the Company at craig.nicol@graphenemg.com, +61 415 445 223

    • Leo Karabelas at Focus Communications Investor Relations, leo@fcir.ca, +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) accept responsibility for the adequacy or accuracy of this news release.

    Cautionary Note Regarding Forward-Looking Statements

    This news 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 management of the Company 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 and phrases or statements that certain actions, events or results "may", "could", "should", "would" or will "potentially" or "likely" occur. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the Company's proposed business plans, expectations regarding the sale of Ordinary Shares under the ATM Facility, the proceeds from the ATM Facility, and the Company's proposed use of the proceeds from the ATM Facility.

    Such forward-looking statements are based on a number of assumptions of management, 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.

    Additionally, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of GMG to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: the risk that the Company is not able to use the proceeds from the ATM Facility as anticipated by management, the risk that the Company does not receive the requisite 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, the volatility of global capital markets, political instability, the failure of the Company to obtain regulatory approvals, attract and retain skilled personnel, unexpected development and production challenges, unanticipated costs and the risk factors set out 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 not to be as anticipated, estimated or intended. 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. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

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

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

    Matt Earle

    Matthew Earle is the Founder of MiningFeeds. In 2005, Matt founded MiningNerds.com to provide data and information to the mining investment community. This site was merged with Highgrade Review to form MiningFeeds. Matt has a B.Sc. degree with a minor in geology from the University of Toronto.

    By Matt Earle

    Matthew Earle is the Founder of MiningFeeds. In 2005, Matt founded MiningNerds.com to provide data and information to the mining investment community. This site was merged with Highgrade Review to form MiningFeeds. Matt has a B.Sc. degree with a minor in geology from the University of Toronto.

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