Graphene Manufacturing Group Ltd (GMG)

[delerious1]

NEWS:Graphene Manufacturing Group Ltd. Announces Bought Public Offering of Units for Gross Proceeds of C$5 Million
Brisbane, Queensland, Australia--(Newsfile Corp. - August 20, 2025) - Graphene Manufacturing Group Ltd. (TSXV: GMG) (OTCQX: GMGMF) ("GMG" or the "Company") is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. ("Red Cloud"), as sole underwriter and bookrunner, pursuant to which Red Cloud has agreed to purchase for resale 5,555,556 units of the Company (each, a "Unit") at a price of C$0.90 per Unit (the "Offering Price") on a "bought deal" basis in a public offering for gross proceeds of approximately C$5,000,000 (the "Underwritten 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 entitle the holder to purchase one common share of the Company (each, a "Warrant Share") at a price of C$1.35 at any time on or before that date which is 36 months after the Closing Date (as herein defined).

The Company has granted to the Underwriter an option (the "Over-Allotment Option", and together with the Underwritten Offering, the "Offering"), exercisable, in whole or in part, at any time for a period of up to 30 days after and including the Closing Date, to purchase for resale the number of additional Units equal to up to 15% of the number of Units sold pursuant to the Underwritten Offering at the Offering Price to cover over allotments, if any, and for market stabilization purposes.

The net proceeds from the Offering will be used by the Company to fund ongoing operations including, but not limited to, commercial development, product development and working capital.

In connection with the Offering, the Company intends to file a prospectus supplement (the "Supplement") to the Company's final short form base shelf prospectus dated March 7, 2025 (the "Shelf Prospectus"), with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec. The Units may also be sold in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and in such other jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction, 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).

Copies of the Shelf Prospectus and the Supplement to be filed in connection with the Offering can be found on SEDAR+ at www.sedarplus.ca. The Shelf Prospectus contains, and the Supplement will contain, important detailed information about the Company and the Offering. Prospective investors should read the Supplement, the Shelf Prospectus and the other documents the Company has filed on SEDAR+ at www.sedarplus.ca before making an investment decision.

The Offering is expected to close on or about September 3rd, 2025 (the "Closing Date"), or on such date as agreed upon between the Company and Red Cloud. The closing of the Offering is subject to the Company receiving all necessary regulatory approvals, including the approval of the TSX Venture Exchange to list, on the Closing Date, the common shares of the Company issuable from the sale of Units as well as upon the exercise of the Warrants.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

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
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 [e-mail], [phone]
Leo Karabelas at Focus Communications Investor Relations, [e-mail], [phone]