GMG Announces Pricing of Marketed Unit Offering

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

BRISBANE, Australia, Aug. 10, 2023 (GLOBE NEWSWIRE) -- Graphene Manufacturing Group Ltd. (TSX-V: GMG) (“GMG” or the “Company”) is pleased to announce pricing of its previously announced marketed offering (the "Offering") of units (the "Units") of the Company.

Pursuant to the Offering, the Company will issue 1,764,706 Units at a price of $1.70 per Unit for aggregate gross proceeds to the Company of approximately $3 million. Each Unit will consist of one ordinary share of the Company (a "Common Share") and one-half of one ordinary share purchase warrant (each whole ordinary share purchase warrant, a "Warrant"). Each whole Warrant will entitle the holder to acquire one ordinary share of the Company (each a "Warrant Share") at an exercise price of $2.20 per Warrant Share for a period of 4 years following the closing of the Offering, subject to adjustment in certain events.

The Units will be offered under the amended and restated base shelf prospectus of the Company dated August 2, 2023 (the "Base Shelf Prospectus"), as supplemented by a shelf prospectus supplement (the "Supplement") to be prepared and filed in each of the provinces of British Columbia, Alberta, Saskatchewan and Ontario (collectively, the "Jurisdictions") and by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the Company and the Underwriters (as defined below), where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements

Raymond James is acting as sole bookrunner for the Offering on behalf of a syndicate of underwriters, which includes Eight Capital and H.C.Wainwright & Co. (collectively, the "Underwriters").

The Company has granted the Underwriters an option (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes The Over-Allotment Option will be exercisable at any time up to 30 days subsequent to the closing of the Offering to purchase up to an additional 15.0% of the Units sold under the Offering on the same terms and conditions of the Offering. The Over-Allotment Option is exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Underwriters.