Graphene Manufacturing Group Ltd. Announces $5 Million Bought Deal Public Offering

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

/EIN News/ -- BASE SHELF PROSPECTUS IS ACCESSIBLE AND PROSPECTUS SUPPLEMENT WILL BE ACCESSIBLE ON SEDAR+ WITHIN TWO BUSINESS DAYS

BRISBANE, Australia, March 12, 2025 (GLOBE NEWSWIRE) -- Graphene Manufacturing Group Ltd. (“GMG” or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Ventum Financial Corp. (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase 6,300,000 units (each, a "Unit") from the treasury of the Company, at a price of $0.80 per Unit (the “Issue Price”) for total gross proceeds of approximately $5,040,000 (the "Offering"). Each Unit will consist of one common share of the Company (each, a “Unit Share”) and one common share purchase warrant (each full warrant, a “Warrant” and collectively the “Warrants”). Each whole 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 $1.10.

The Company has granted the Underwriters an option to purchase up to an additional 15% of the Units at the Issue Price. The Over-Allotment Option may be exercised in whole or in part to purchase Units as determined by the Underwriters upon written notice to the Company at any time up to 30 days following the Closing Date (the “Over-Allotment Option”).

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 BIC Indiana, preparation to uplist on a major US exchange, working capital and general corporate purposes.

The Units will be offered (i) by way of a prospectus supplement to the base shelf prospectus of the Company dated March 7, 2025 to be filed in all provinces and territories of Canada, except Quebec; (ii) may be distributed in the United States to Qualified Institutional Buyers (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) pursuant to an exemption under Rule 144A; and (iii) may be distributed outside Canada and the United States provided that it does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws, or the issuing of a prospectus or similar disclosure document under applicable foreign securities laws, and provided the issuance of the Units (including the underlying securities) is permitted under laws applicable to the Company (including the Australian Corporations Act 2001 (Cth).

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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The Offering is expected to close on or about March 20, 2025 or such other date as the Company and the Underwriters may agree, and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

Access to the base shelf prospectus, the prospectus supplement and any amendments to such documents are provided in accordance with securities legislation relating to procedures for providing access to a base shelf prospectus, a shelf prospectus supplement and any amendment to such documents. The base shelf prospectus is, and the prospectus supplement will be (within two business days from the date hereof), accessible on SEDAR+ at www.sedarplus.ca.

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:

1. Produce Graphene and improve/scale cell production processes
2. Build Revenue from Energy Savings Products
3. Develop Next-Generation Battery
4. 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

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, the business objectives, focus and strategy of the Company; ongoing R&D of the Company; the completion of the Offering on the terms described herein; the anticipated use of proceeds of the Offering; the timing of closing of the Offering; the exercise of the Over-Allotment Options by the Underwriters.

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; completion of the Offering on terms described, including that all conditions to closing, including all regulatory approvals, will be obtained or waived; 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 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.