Graphene Manufacturing Group Ltd. — Capital/Financing Update 2021

Aug 12, 2021

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Graphene Manufacturing Group Ltd.

Public Offering of Units

August 12, 2021

A preliminary short form prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in the provinces of Ontario, British Columbia, Alberta and Saskatchewan. A copy of the preliminary short form prospectus, and any amendment, is required to be delivered with this document. The preliminary prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer: Graphene Manufacturing Group Ltd. (the “ Company ”) Issued Securities: Units of the Company (each a “ Unit ” and the offering of such Units, the “ Offering ”). Each Unit to be comprised of one (1) common share in the capital of the Company (each, a “ Common Share ”) and one-half of one Common Share purchase warrant (each whole warrant, a “ Warrant ”). Size of Issue: Up to $10,000,000, excluding the Over-Allotment Option (as defined below). Issue Price: To be determined in the context of the market (the “ Issue Price ”). Warrants: Each Warrant shall entitle the holder to purchase one Common Share at a price, and for a period, to be determined in the context of the market. Over-Allotment The Underwriters will have an option, exercisable in whole or in part at any time up to 30 days Option: following the Closing Date (as defined below), to purchase up to an additional 15% of the Units at the Issue Price on the same terms and conditions as set forth herein (the “ Over-Allotment Option ”). Syndicate: Cantor Fitzgerald Canada Corporation (“ CFCC ”) will act as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (together with CFCC, the “ Underwriters ”). CFCC will be entitled to a syndicate position of not less than 70% of the Offering. Form of “Overnight Marketed” offering by way of a short form prospectus, subject to a mutually Underwriting: acceptable underwriting agreement containing the industry standard “Disaster Out”, “Market Out”, “Regulatory Out”, and “Material Adverse Change Out” clauses running until the Closing Date (as defined below). Jurisdictions: Ontario, British Columbia, Saskatchewan and Alberta. The Units will not be offered or sold in the United States, however, the 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.

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Underwriters’	The Company shall pay the Underwriters a cash commission equal to 6.0% of the gross
Fees:	proceeds of the Offering and issue to the Underwriters broker warrants to purchase up to 3.0%
	of the number of Units sold in the Offering (the “Broker Warrants”). Each Broker Warrant
	shall entitle the Underwriters to purchase one Unit at the Issue Price at any time on or before
	the date on which the Warrants issued under the Offering are set to expire.
Use of Proceeds:	The net proceeds of the Offering will be used for working capital and general corporate
	purposes.
Listing:	Prior to the Closing Date, the Company will obtain all necessary regulatory approvals for the
	Offering, including TSXV approval of the listing of the Common Shares and Warrants
	(including the Common Shares and Warrants comprising the Units, the Common Shares
	issuable upon the exercise of the Warrants, and the Common Shares and Warrants issuable
	pursuant to the exercise of the Broker Warrants).
Eligibility for	Eligible under the usual Canadian statutes as well as for RRSPs, RESPs, RRIFs, TFSAs and
Investment:	DPSPs.
Closing Date:	On or about August 31, 2021 or such other date as the Company and the Underwriters mutually
	agree (the “Closing Date”).

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