GMG Graphene Manufacturing Group Ltd

Graphene Manufacturing Group Ltd. (TSX-V: GMG) (“GMG” or the “Company”) is pleased to announce that it is commencing a marketed offering (the "Offering") of units (the "Units") of the Company. 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").

The Units will be offered under the amended and restated base shelf prospectus of the Company receipted on August 3, 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.

The total size of the Offering as well as certain other terms of the Units and the Warrants (including the term and the exercise price of each Warrant) will be determined in the context of the market at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering remains subject to market and other customary 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.

Raymond James is acting as sole bookrunner for the Offering on behalf of a syndicate of underwriters to be named (collectively, the "Underwriters").

The Company intends to grant the Underwriters an option (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes, 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, pursuant to the Offering on the same terms and conditions of the Offering. The Over-Allotment Option will be exercisable to acquire Units, Common Shares and/or Warrants (or any combination thereof) at the discretion of the Underwriters.

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, the Company will issue the Underwriters compensation warrants to purchase up to 6.0% of the aggregate number of Units issued pursuant to the Offering, including any Units issued upon exercise of the Over-Allotment Option (the “Compensation Warrants”). Each Compensation Warrant shall entitle the Underwriters to purchase one Unit at the Offering Price at any time on or before the date which is 36 months following closing of the Offering.

The net proceeds of the Offering are expected to be used primarily to strengthen the Company's financial position and provide liquidity to ‎finance ongoing operations, including, in particular, the Company’s expenses incurred, and expected to be ‎incurred, in connection with the Company’s research and development objectives, and for working capital and general corporate purposes.

Copies of the Supplement and the Base Shelf Prospectus can be obtained on SEDAR+ at www.sedarplus.ca and from Raymond James Ltd, ‎5300 – 40 King Street West, Scotia Plaza, P.O. Box 415‎, Toronto, Ontario, M5H 3Y2‎, attention: ECM-syndication@raymondjames.ca. The Supplement and the Base Shelf Prospectus contain important detailed information about the Company and the proposed Offering. Prospective investors should read the Supplement and the Base Shelf Prospectus and the other documents the Company has filed on SEDAR+ before making an investment decision.

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.

About GMG

GMG 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 the Company at craig.nicol@graphenemg.com, +61 415 445 223
• Leo Karabelas at Focus Communications Investor Relations, leo@fcir.ca, +1-647-689-6041

www.graphenemg.com

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

Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or will “potentially” or “likely” occur. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, the Company's ability to complete the Offering on the terms announced or at all, the use of the net proceeds of the Offering, and the receipt of all necessary approvals, including the approval of the TSXV, and the Company’s objectives, goals or future plans.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, assumptions regarding the ability of the Company to achieve the expected results of its products in research and development, that the Company will be able to research, develop and produce certain products as anticipated, that the Company will be able to engage third parties and develop relationships to assist in the development, distribution and sale of its products, and assumptions regarding the completion of the Offering and the timing thereof. Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of GMG to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: the Offering will not be completed on the timetable anticipated or at all, the use of proceeds from the Offering will differ from management’s current expectations, the engagement of the Underwriters in connection with the Offering will not continue as expected, the Company will not obtain all necessary approvals, including the approval of the TSXV and applicable securities regulatory authorities, the Company will not be able to use its products as expected or the performance, safety profile and production and maintenance requirements of the Company’s products will not be consistent with management’s expectations, the impact of the Company’s products will not be consistent with management’s expectations, the Company will not be able to research, develop and produce certain products, the Company will not be successful in engaging third parties and developing relationships to assist in the development, distribution and sale its products, public health crises such as the COVID-19 pandemic may adversely impact the Company’s business and the ability of the Company to develop its products, risks relating to the extent and duration of the conflict in Eastern Europe and its impact on global markets, the volatility of global capital markets, political instability, the failure of the Company to attract and retain skilled personnel, unexpected development and production challenges, unanticipated costs and the risk factors set out under the heading “Risk Factors” in the Company’s annual information form dated October 18, 2022 available for review on the Company’s profile at www.sedar.com.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.