Brisbane, Queensland, Australia--(Newsfile Corp. - March 20, 2025) - Graphene Manufacturing Group Ltd. (TSXV: GMG) ("GMG" or the "Company") is pleased to announce that it has completed its previously announced bought deal offering of 7,245,000 units (the "Units") at a price of C$0.80 per Unit (the "Offering Price") for aggregate gross proceeds to the Company of C$5,796,000, which includes the exercise in full of the Underwriters' (as defined below) over-allotment option for 945,000 Units (the "Offering").
Each Unit will consist of one common share of the Company (each, a "Unit Share") and one common share purchase warrant (each a "Warrant"). Each Warrant shall be exercisable into one additional common share of the Company for a period of 36 months from the closing of the Offering at an exercise price of C$1.10.
Under the Offering, Ventum Financial Corp. acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including Red Cloud Securities Inc. (the "Underwriters") pursuant to the underwriting agreement entered into between the Underwriters and the Company dated March 14, 2025.
The Offering was completed pursuant to a prospectus supplement dated March 14, 2025 to the short form base shelf prospectus of the Company dated March 7, 2025 in each of the provinces of Canada (except Quebec), in the United States on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable state securities laws and other jurisdictions outside of Canada and the United States on an exempt basis, provided that the issuance of the Units (including the underlying securities) is permitted under laws applicable to the Company (including the Australian Corporations Act 2001 (Cth). The Offering remains subject to the final approval of the TSX Venture Exchange.
The Company intends to use the net proceeds of the Offering to expand its production capacity to increase sales, continue ongoing research and development to progress the Graphene Aluminium-Ion Battery with the Battery Innovation Center of Indiana, prepare to uplist on a major United States exchange and working capital and general corporate purposes.
In connection with the Offering, the Company paid the Underwriter a cash commission equal to 7% of the gross proceeds of the Offering and issued to the Underwriter such number of compensation warrants as is equal to 7% of the number of Units sold pursuant to the Offering (the "Compensation Warrants"). Each Compensation Warrant is exercisable into a Unit Share at the Offering Price until 36 months from the closing of the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons as defined under Regulation S, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About GMG:
GMG is an Australian based clean-technology company which develops, makes and sells energy saving and energy storage solutions, enabled by graphene manufactured via in house production process. GMG uses its own proprietary production process to decompose natural gas (i.e. methane) into its natural 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 initially focused on graphene enhanced heating, ventilation and air conditioning ("HVAC-R") coating (or energy-saving coating) which is now being marketed into other applications including electronic heat sinks, industrial process plants and data centres. Another product GMG has developed is the graphene lubricant additive focused on saving liquid fuels initially for diesel engines.
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 has also developed a graphene additive slurry that is aimed to improve the performance of lithium-ion batteries.
GMG's 4 critical business objectives are:
Produce Graphene and improve/scale cell production processes
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, the business objectives, focus and strategy of the Company; ongoing R&D of the Company; the anticipated use of proceeds of the Offering; the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.
Such forward-looking statements are based on a number of assumptions of management, including, without limitation, expectations and assumptions concerning the business objectives of the Company; the Company's ability to carry out current planned capital projects, research and development, manufacturing, production, sales and marketing programs for its graphene and graphene-enhanced products and solutions; receipt of all necessary approvals the Company's ability to list Common Shares on the TSX Venture Exchange; the Company's performance and general business and economic conditions.
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: overall economic conditions, technical de-risking and market acceptance for the Company's products and solutions; the introduction of competing technologies or products; stock market volatility; environmental and regulatory requirements; competitive pressures; change in market conditions and other factors that may cause the actual results, performance or achievements of the Company to differ materially from those expressed or implied in these forward looking statements; risks relating to the extent and duration of the conflict in Eastern Europe and the Middle East 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 3, 2024 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.
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