Graphene Manufacturing Group Ltd (GMG)

[TradingCharts]

BRISBANE, QUEENSLAND, AUSTRALIA – August 13, 2021 – Graphene Manufacturing Group (“GMG” or the “Company”) is pleased to announce that, further to its previous news release dated August 12, 2021 announcing the overnight marketed public offering (the “Offering”) of units of the Company (the “Offered Units”), it has entered into an underwriting agreement with a syndicate of underwriters led by Cantor Fitzgerald Canada Corporation (“CFCC”), as lead agent and sole bookrunner, and including PI Financial Corp., Echelon Wealth Partners Inc. and Haywood Securities Inc. (collectively with CFCC, the “Underwriters”) to sell 4,900,000 Offered Units at a price to the public of $2.05 per Offered Unit (the “Offering Price”) for gross proceeds of C$10,045,000. Each Offered Unit is comprised of one ordinary share in the capital of the Company (each, an “Ordinary Share”) and one-half of one Ordinary Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder to purchase one Ordinary Share at $2.60 at any time on or before the date which is 36 months after the Closing Date (as defined below).

The Company has granted to the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part, in the sole discretion of the Underwriters, for a period of 30 days from and including the closing of the Offering, to purchase up to an additional 735,000 Offered Units at the Offering Price. If the Over-Allotment Option is exercised in full, the total gross proceeds to the Company will be approximately $1,506,750.

The Company will pay the Underwriters a cash commission equal to 6.0% of the gross proceeds of the Offering, including proceeds received from the exercise of the Over-Allotment Option, in addition to broker warrants to purchase up to 3.0% of the number of Offered Units, including the Offered Units from the exercise of the Over-Allotment Option sold in the Offering (the “Broker Warrants”), at the closing of the Offering. Each Broker Warrant shall entitle the Underwriters to purchase one Offered Unit at the Offering Price at any time on or before the date which is 36 months after the Closing Date.

The Offered Units will be offered by way of a short form prospectus in Canada in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. The Offered Units will not be offered or sold in the United States or to, or for the account or benefit of “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)). The Offered Units may also be offered in those jurisdictions outside of Canada and the United States as agreed to by the Company and the Underwriters provided that no prospectus filing or comparable obligation arises and the Company does not thereafter become subject to continuous disclosure obligations in such jurisdictions.

The Offering is expected to close on or about August 31, 2021 (the “Closing Date”) and will be subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange of the listing of the Ordinary Shares and Warrants (including the Ordinary Shares and Warrants comprising the Offered Units, the Ordinary Shares issuable upon the exercise of the Warrants, and the Warrants and Ordinary Shares issuable pursuant to the exercise of the Broker Warrants).

The Company anticipates using the proceeds of the Offering to, among others, develop a commercial coin cell graphene aluminum-ion battery prototype, front end design and commence building of a battery manufacturing facility (subject to a successful prototype and a final investment decision) and for working capital and general corporate purposes.

The preliminary short form prospectus is available on SEDAR at www.sedar.com. Alternatively, a written prospectus relating to the Offering may be obtained upon request by contacting the Company or Cantor Fitzgerald Canada Corporation in Canada, attention: Equity Capital Markets, 181 University Avenue, Suite 1500, Toronto, ON, M5H 3M7, email: [e-mail].

https://graphenemg.com/graphene-manufacturing-group-announces-size-and-pricing-of-previously-announced-overnight-marketed-offering/