Lomiko Metals- Graphene 3D Lab spin-off.
Lomiko will own 20% of new public entity that will consist of only Graphene 3D Labs according to email from Paul Gill (Lomiko CEO) today.
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MatNic to acquire Graphene 3D in RTO
2014-04-10 14:14 ET - News Release
Mr. Ian Klassen reports
MATNIC RESOURCES INC. ANNOUNCES PROPOSED REVERSE TAKEOVER WITH GRAPHENE 3D LAB INC.
MatNic Resources Inc. has entered into a letter of intent dated April 9, 2014, relating to the acquisition of Graphene 3D Lab Inc., a private corporation existing under the laws of Delaware, United States. This transaction will be effected through an exchange of securities with all of the securityholders of Graphene 3D.
Overview of Graphene 3D
Graphene 3D is a Delaware corporation, incorporated on September 3, 2013. Graphene 3D is a spin-out of Graphene Laboratories, Inc. ("Graphene Labs"), a worldwide leader in the manufacturing and retailing of graphene and other advanced materials. Graphene 3D is involved in the business of research, development and production of polymer nanocomposite graphene-based filaments for fused filament fabrication ("FFF") in 3D printers. Graphene 3D's FFF technology proposes using graphene, widely recognized for its extraordinary strength and conductivity, to enable the printing of entire operational devices and electronics in one printing process. Graphene is a single layer of carbon atoms arranged in a hexagonal lattice, and is a material with high electron mobility, superior strength, high flexibility and chemical resistivity. Graphene 3D proposes to use graphene to create advanced 3D printing materials and the next generation of multi-material 3D printers. Graphene 3D currently has two US patents pending for its technology, which are key to accomplishing its business goals.
Based on its technology, Graphene 3D proposes to offer advanced FFF, multi-material printing hardware, and printing services.
There is no significant financial information currently available regarding Graphene 3D, and Manning Elliott LLP has been retained to audit the financial statements.
Development Path
Graphene 3D has established an R&D and material testing laboratory in Calverton, New York for the development of FFF materials. This laboratory will also be used for the quality control of Graphene 3D's proposed products. Graphene 3D 's staff currently benefits from partnerships established with two world-class research institutions located near the facility: Brookhaven National Laboratory and Stony Brook University. Assuming adequate financing, Graphene 3D plans to set up an FFF materials production facility with the intent to start production at the end of this year. With this facility, Graphene 3D plans to reach a production capacity of 21 tons of material per year in 2015. By the end of the second year of operations, Graphene 3D plans to expand the production facility, doubling production capacity.
Graphene 3D is also working on developing a 3D printing technology allowing for the printing of entire operational devices in one process. For this purpose, Graphene 3D plans to establish a hardware laboratory to develop a minimal viable product by the end of the third year of operation.
Marketing and Sales
Graphene 3D plans to offer its materials on its own internet store, and to establish strategic partnerships with leading retailers for the distribution of its materials. Graphene 3D also plans to establish strategic partnerships with large manufacturers of 3D printing equipment for the purpose of being the exclusive supplier of functional 3D printing conductive filaments.
Prospective customers include: high-end electronic equipment manufacturers, R&D laboratories, the aerospace and automotive industries, manufacturers of medical prosthetics and the military.
The Transaction
Concurrently with the Acquisition and subject to the approval of the Exchange, the Company intends to complete a private placement of 6 million common shares at a price of $0.25 per share, to raise aggregate gross proceeds of up to approximately CAD$1.5 million (the "Private Placement"). The net proceeds from the Private Placement will be used by the resulting issuer to fund its business plan, the expenses of the Transaction and general working capital and corporate purposes.
Pursuant to the terms of the Acquisition, the Company will acquire all of the issued securities and control of Graphene 3D, and as consideration, subject to Exchange approval, the Company will issue 25,600,000 common shares representing approximately 80% of the issued and outstanding common shares of the Company after completion of the Acquisition (but before the completion of the Private Placement).
In connection with the proposed Acquisition, the Company has engaged Evans & Evans, an independent consulting firm, to review the business of Graphene 3D and prepare a valuation report (the "Valuation Report").
The Company currently has 6,367,500 common shares issued and outstanding and 9,867,500 common shares on a fully-diluted basis. The Company currently has outstanding stock options exercisable for 500,000 common shares at an exercise price of CAD$0.40 per share (the "MatNic Options").
Upon completion of the Transaction, it is expected that the resulting issuer will meet the public distribution requirements of an Exchange Tier 2 technology issuer. Shareholders of the Company and the resulting issuer are expected to comply with any special escrow restrictions as are required to satisfy the Exchange's minimum listing requirements, as well as to comply with applicable escrow policies of the Exchange. It is also expected that the principals of Graphene 3D will control the resulting issuer. No party involved in the Transaction is a related or non- arm's length party. No deposit or loan has been made to Graphene 3D.
The Company must either (i) convene a general meeting for the purpose of obtaining shareholder approval to the Transaction, or (ii) obtain written consents from the holders of over 50% of the total issued and outstanding shares of the Company, approving the Transaction, in accordance with the policies of the Exchange (the "Shareholders' Approval").
The completion of the Transaction will be subject to at least the following mutual conditions precedent:
· 1. the execution of a definitive agreement (the "Definitive Agreement");
· 2. the approval of all matters and documentation in support of the Transaction (including and without limitation, a change of name, the Shareholders' Approval, and long-term employment contracts being entered into by the Company with key personnel);
· 3. the receipt of all necessary regulatory, and third party approvals, including the acceptance of the Exchange, and compliance with all applicable regulatory requirements and conditions in connection with the Transaction;
· 4. the appointment of a qualified sponsor, if required by the Exchange;
· 5. the confirmation of the representations and warranties of each party to the Definitive Agreement as set out in such agreement;
· 6. the absence of any material adverse effect on the financial and operational condition or the assets of each of the parties to the Definitive Agreement;
· 7. the delivery of standard completion documentation including and without limitation, officers' certificates and certificates of good standing or compliance; and
· 8. other conditions precedent customary for securities exchange transactions similar to the Transaction.
In addition to the above listed mutual conditions precedent, the completion of the Transaction is also subject to the following conditions precedent in favour of Graphene 3D:
· 1. the completion of a satisfactory due diligence review of MatNic, its financial condition, operations, assets and liabilities, by Graphene 3D and its professional advisors;
· 2. receipt of the approval of the board of directors of 3D;
· 3. the completion of the Private Placement; and
· 4. the exercise or termination of all outstanding MatNic Options by mutual agreement of the Company and the optionees.
In addition to the above listed mutual conditions precedent, and conditions precedent in favour of Graphene 3D, the completion of the Transaction is also subject to the following additional conditions precedent in favour of MatNic:
· 1. the completion of a satisfactory due diligence review of Graphene 3D, including a review of the Valuation Report, by the Company and its professional advisors; and
· 2. the receipt of audited financial statements of Graphene 3D by the Company.
The conditions precedent in favour of the Company may be waived in whole or in part by the Company and the conditions precedent in favour of Graphene 3D may be waived in whole or in part by Graphene 3D.
The completion of the Transaction is expected to occur on the day that is the seventh business day following the satisfaction or waiver of the conditions precedent or such other date as mutually agreed to by the Company and Graphene 3D, but in any event no later than July 31, 2014. Each of the Company and Graphene 3D will bear its own respective costs and expenses associated with the Transaction. The Company intends to apply for an exemption from sponsorship requirements, and accordingly no sponsor has been retained for the Transaction.
Overview of Management and the Board of Directors
Management
It is expected that the management of the resulting issuer will consist of Daniel Stolyarov, as President & Chief Executive Officer, Elena Polyakova, as Chief Operating Officer, and Michael Gouzman, Vice-President, Technology and Engineering. The Chief Financial Officer of the resulting issuer is expected to be announced prior to the completion of the Transaction.
Daniel Stolyarov, Ph.D, is the Chief Executive Office and a co-founder of Graphene 3D. Dr. Stolyarov has expertise in nanomaterials and the formulation of nanocomposites, as well as experience leading the technical branch of Graphene Labs as Chief Technology Officer (2009 to present). He was previously a research scientist at Energetiq Technology, Inc. (2009 2011), where he won the 2011 Prism Award for Laser-Driven Light Source that he and his team developed. In his 5 years managing a multi-disciplinary research team at Graphene Labs, Dr. Stolyarov has played a key role in building a successful, profitable business.
Elena Polyakova, Ph.D, is the Chief Operating Officer and a co-founder of Graphene 3D. Dr. Polyakova brings with her a strong background in management and team-building experience in a high-tech setting. As Chief Executive Officer at Graphene Labs, Dr. Polyakova is responsible for ensuring that both technical and business staff work at full capacity and in a collaborative team effort. Dr. Polyakova is well regarded as an expert in two-dimensional materials, and is regularly contacted by journalists, including those from the BBC and Bloomberg, as well as market analysts who seek her professional advice.
Michael Gouzman, Ph.D, is the Vice-President of Engineering and Technology and a co-founder of Graphene 3D. Professor Gouzman is a specialist/adjunct professor in the Electrical and Computer Engineering Dept. of Stony Brook University, NY. Professor Gouzman manages the SensorCAT Laboratory at Stony Brook University. Professor Gouzman is recognized as an expert in 3D printing, and is well-known in the scientific community, holding 15 US and international patents. He has a deep understanding of the hardware of additive manufacturing and of the software requirements for the work of Graphene 3D.
Board of Directors
It is the intention of the Company and Graphene 3D to establish and maintain a board of directors with a combination of appropriate skill sets that is compliant with all regulatory and corporate governance requirements, including any applicable independence requirements. The board of directors of the Company currently consists of three members. Upon completion of the Transaction, the board of the resulting issuer is expected to be reconstituted to comprise of five members, consisting of Daniel Stolyarov, Elena Polyakova, Ian Klassen (a current director of MatNic), and two other persons to be announced prior to the completion of the Transaction
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