Graphene Manufacturing Group (GMG.V): Announces Size and Pricing of Previously Announced Overnight Marketed Offering

BRISBANE, QUEENSLAND, AUSTRALIA – TheNewswire – August 13, 2021 – Graphene Manufacturing Group (“GMG” or the “Company”) (TSXV.GMG) 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 “OfferedUnits”), 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: [email protected].

About GMG

GMG is a clean-tech, disruptive company that produces graphene and hydrogen by cracking methane (natural gas) instead of mining graphite. By use of the company’s proprietary process, GMG can produce high quality, low cost, scalable, ‘tuneable’ and no/low contaminant graphene – enabling demonstrated cost and environmental improvements in a number of world-scale planet-friendly/clean-tech applications. Using this low input cost source of graphene, the Company is developing value-added products that target the massive energy efficiency and energy storage markets.

The Company is also pursuing additional opportunities for GMG graphene including the development of next generation batteries, collaborating with world leading universities in Australia, and investigating the opportunity to enhance the performance of lubricating oils, biodiesel and diesel fuels.

For further information please contact:

– Craig Nicol, Chief Executive Officer and Managing Director of the Company at [email protected], +61 415 445 223

– Leo Karabelas at Focus Communications, [email protected], +1 647 689 6041

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this press release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this press release includes, but is not limited to, statements with respect to the anticipated size of the Offering, the anticipated Offering Price, the completion of the Offering, the anticipated use of the net proceeds from the Offering, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and GMG’s objectives, goals or future plans and statements. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk factors set out in the Company’s public documents filed on SEDAR. Such forward-looking information represents management’s best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

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