Graphene Manufacturing Group Announces Closing of $5.7M Bought Deal Offering

Brisbane, Queensland, Australia--(Newsfile Corp. - November 30, 2022) - Graphene Manufacturing Group Ltd. (TSXV: GMG) ("GMG" or the "Company") is pleased to announce that the Company closed its previously announced bought deal prospectus offering of units (the "Units") of the Company, including exercise in full of the over-allotment option (the "Offering"). A total of 2,091,850 Units were sold at a price of C$2.75 per Unit (the "Offering Price") for gross proceeds of approximately C$5.75 million.

Each Unit is comprised of one ordinary share in the capital of the Company (each, an "Ordinary Share") and one Ordinary Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one Ordinary Share at a price of C$3.35, at any time until November 30, 2026. The Offering was completed pursuant to an underwriting agreement dated November 14, 2022 among the Company and Eight Capital, as lead underwriter and sole bookrunner, and a syndicate of underwriters including Raymond James Ltd., H.C. Wainwright & Co., LLC, Leede Jones Gable Inc., PI Financial Corp., and Research Capital Corporation (collectively, the "Underwriters").

In connection with the Offering, the Company paid to the Underwriters a cash commission of $345,155.25 and issued to the Underwriters an aggregate of 62,755 compensation warrants (the "Compensation Warrants"). Each Compensation Warrant is exercisable into a Unit at the Offering Price until November 30, 2024.

The Company anticipates using the proceeds of the Offering towards, among other things, developing a commercial coin and / or pouch cell graphene aluminum-ion battery prototype, optimizing and expanding the Company's graphene powder production capability, including at its manufacturing plant, and for general working capital purposes.

The Offering was completed pursuant to a short form prospectus in Canada (the "Prospectus") in the provinces of British Columbia, Alberta, Saskatchewan and Ontario. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

The Warrants are governed by the terms of a Warrant Indenture (the "Warrant Indenture") dated November 30, 2022 between the Company and Computershare Trust Company of Canada as warrant agent, a copy of which will be available under the Company's profile at www.sedar.com. For further details regarding the Warrants, please refer to the Warrant Indenture.

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

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: Certain disclosure in this release, including statements regarding the Offering and the use of proceeds from the Offering constitute "forward-looking information" within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company will be able to use the proceeds of the Offering as anticipated. However, the forward-looking statements 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 statements. Such uncertainties and risks include, among others, inability to use the proceeds from the Offering as anticipated. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/146224

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