Graphene Manufacturing Group Ltd. — M&A Activity 2021

Apr 14, 2021

Notice of Change in Corporate Structure

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

Item 1 Names of the Parties

Cuspis Capital Ltd. (" Cuspis ") and Graphene Manufacturing Group Ltd. (formerly Graphene Manufacturing Group Pty Ltd.) (" GMG ").

Item 2 Description of the transaction

Effective April 13, 2021, GMG acquired all of the issued and outstanding shares of Cuspis by way of statutory plan of arrangement (the " Arrangement ") under the Business Corporations Act (Ontario) pursuant to an arrangement agreement between GMG and Cuspis dated December 17, 2020 (the " Arrangement Agreement ").

Pursuant to the Arrangement, GMG acquired all of the outstanding common shares of Cuspis. As consideration, GMG issued a total of 6,162,072 ordinary shares (" GMG Shares ") to former shareholders of Cuspis. GMG also issued a total of 604,500 stock options of GMG to former holders of stock options of Cuspis.

The Arrangement serves as Cuspis’ Qualifying Transaction under TSX Venture Exchange Policy 5.4 – Capital Pool Companies. In connection with the Arrangement, Cuspis delisted its common shares from the TSX Venture Exchange. GMG will commence trading on the TSX Venture Exchange as a Tier 1 Industrial/Technology Issuer effective April 15, 2021.

The Arrangement was approved by Cuspis shareholders at a special meeting held on March 9, 2021 and by the Ontario Superior Court of Justice in its final order dated March 24, 2021.

Item 3 Effective Date of the Transaction

April 13, 2021

Item 4 Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity

Cuspis is in the process of applying to cease to be a reporting issuer in each jurisdiction where Cuspis is currently a reporting issuer. GMG will continue to operate its business as described in its long form non-offering prospectus dated March 31, 2021 (the " Prospectus ") available on GMG’s SEDAR profile at www.sedar.com.

-2-

• Item 5 Date of reporting issuer’s first financial year-end subsequent to the transaction

Not applicable.

• Item 6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer’s first financial year subsequent to the transaction

Not applicable.

• Item 7 Documents filed under this Instrument that described the transaction and where those documents can be found in electronic format

Further information about the Arrangement is contained in the management information circular and related proxy materials of Cuspis dated February 4, 2021 and filed with the Canadian securities regulatory authorities. The meeting materials are available under Cuspis’ profile on SEDAR at www.sedar.com. Further information about the Arrangement can also be found in the Prospectus under GMG’s profile on SEDAR at www.sedar.com. Finally, a copy of the Arrangement Agreement can be found on the SEDAR profiles of both Cuspis and GMG.