GMG Graphene Manufacturing Group Ltd

Graphene Manufacturing Group Ltd. (TSX-V: GMG) (“GMG” or the “Company”), is pleased to announce that it has entered into an agreement pursuant to which Eight Capital as lead underwriter and sole bookrunner, together with a syndicate of underwriters (collectively, the “Underwriters”), will purchase 1,819,000 units of the Company (the “Units”), on a “bought deal” basis pursuant to the filing of a short form prospectus, subject to all required regulatory approvals, at a price per Unit of $2.75 (the “Issue Price”) for gross proceeds of $5,002,250 (the “Offering”). 

Each Unit shall be comprised of one ordinary share in the capital of the Company (a “Share”) and one ordinary share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Share at an exercise price of $3.35 for a period of 48 months following the closing date of the Offering.

The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Units at the Issue Price, and/or the components thereof, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering.

The Company intends to use the net proceeds of the Offering for growth initiatives, working capital and general corporate purposes.

The closing date of the Offering is scheduled to be on or about November 29, 2022 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “TSXV”) and the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

GRAPHENE MANUFACTURING GROUP LTD.Per: “Craig Nicol”Craig NicolChief Executive Officer and Managing Director

About GMGGMG is a disruptive Australian-based clean-tech company listed on the TSXV (TSXV: GMG) that produces graphene and hydrogen by cracking methane (natural gas) instead of mining graphite. By using 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 pursuing additional opportunities for GMG Graphene, including developing next-generation batteries, collaborating with world-leading universities in Australia, and investigating the opportunity to enhance the performance of lubricant oil and performance enhanced HVAC-R coating system.

For further information, please contact:

- Craig Nicol, Chief Executive Officer, and Managing Director of GMGcraig.nicol@graphenemg.com+61 415 445 223

- Leo Karabelas at Focus Communications Investor Relations (FCIR)leo@fcir.ca+1 647 689 6041

Neither 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 release.

Cautionary Note Regarding Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. In particular, this news release contains forward-looking information pertaining to the following: the likelihood of completion of the Offering, the use of proceeds from the Offering, the anticipated closing date of the Offering and the ability to obtain the necessary regulatory authority and approvals in connection with the Offering.

In making the forward-looking information in this release, GMG has applied certain factors and assumptions that are based on GMG’s current beliefs as well as assumptions made by and information currently available to GMG. Although GMG considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking information in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking information. Such factors include, among others: the inability to obtain the necessary regulatory approvals from the applicable securities regulators or obtain the approval of the TSXV in connection with the Offering, the occurrence of a material adverse change, disaster, change of law or other failure to satisfy the conditions to closing of the Offering; the inability of the Company to apply the use of proceeds from the Offering as anticipated; the ability of the Company to achieve its corporate objectives or otherwise advance the progress of GMG; an inability to predict and counteract the effects of COVID-19 on the business of the Company; general market and industry conditions; and those risks set out in the Company’s public documents filed on SEDAR.

Readers are cautioned not to place undue reliance on forward-looking information. GMG does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required by law.