Company Announcements

/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES/

BRISBANE, Australia , July 11, 2025 /CNW/ - Graphene Manufacturing Group Ltd. (TSXV: GMG) OTCQX: GMGMF) ("GMG" or the "Company") is pleased to announce that it has entered into an equity distribution agreement dated July 11, 2025 (the "Distribution Agreement") with Cantor Fitzgerald Canada Corporation (the "Agent"). Pursuant to the Distribution Agreement, the Company will be entitled, at its discretion and from time-to-time during the term of the Distribution Agreement, to sell, through the Agent, such number of ordinary shares of the Company (the "Ordinary Shares") that would result in aggregate gross proceeds to the Company of up to C$20 million (the "Offering" or "ATM Facility"). Sales of the Ordinary Shares, if any, will be made in "at the market distributions", as defined in National Instrument 44-102 – Shelf Distributions, directly on the TSX Venture Exchange (the "TSXV") or on any other existing trading market in Canada. No offers or sales of Ordinary Shares will be made on any exchange or quotation system outside of Canada. The Company will pay the Agent a fee equal to 3.0% of the gross proceeds from any sales of Ordinary Shares under the Offering as compensation for its services in acting as agent in connection with the sale of Ordinary Shares pursuant to the terms of the Distribution Agreement.

Net proceeds from the ATM Facility, if any, will be used to fund ongoing operations including, but not limited to, commercial development, product development and working capital. The ATM Facility will be effective until the earlier of (i) the issuance and sale of an aggregate amount of C$20,000,000 of Ordinary Shares through the Agent; and (ii) April 10, 2027, unless earlier terminated prior to such date by the Company or the Agent.

The Offering will be made by way of a prospectus supplement dated July 11, 2025 (the "Prospectus Supplement") to the Company's final short form base shelf prospectus dated March 7, 2025 filed with the securities regulatory authorities in each of the provinces and territories of Canada (together with the Prospectus Supplement, the "Offering Documents"). The Prospectus Supplement will be filed with each of the provincial securities commissions in Canada. The Offering Documents will contain important detailed information about the securities being offered. Before you invest, you should read the Offering Documents and the documents incorporated therein for more complete information about the Company and the Offering. Copies of the Distribution Agreement and the Offering Documents will be available for free by visiting the Company's profile on SEDAR+ at www.sedarplus.ca. An electronic or paper copy of the Prospectus Supplement, the corresponding base shelf prospectus and any amendment to the documents may be obtained, without charge, from Cantor Fitzgerald Canada Corporation, 181 University Ave, Suite 1500, Toronto, ON M5H 3M7 or by telephone at (416)-350-1203 by providing the contact with an email address or address, as applicable.

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any U.S. state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the "United States" or to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) except in certain transactions exempt from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws.

About GMG:

GMG is an Australian based clean-technology company which develops, makes and sells energy saving and energy storage solutions, enabled by graphene manufactured via in house production process. GMG uses its own proprietary production process to decompose natural gas (i.e. methane) into its natural elements, carbon (as graphene), hydrogen and some residual hydrocarbon gases. This process produces high quality, low cost, scalable, 'tuneable' and low/no contaminant graphene suitable for use in clean-technology and other applications.

The Company's present focus is to de-risk and develop commercial scale-up capabilities, and secure market applications. In the energy savings segment, GMG has initially focused on graphene enhanced heating, ventilation and air conditioning ("HVAC-R") coating (or energy-saving coating) which is now being marketed into other applications including electronic heat sinks, industrial process plants and data centres. Another product GMG has developed is the graphene lubricant additive focused on saving liquid fuels initially for diesel engines.

In the energy storage segment, GMG and the University of Queensland are working collaboratively with financial support from the Australian Government to progress R&D and commercialization of graphene aluminium-ion batteries ("G+AI Batteries"). GMG has also developed a graphene additive slurry that is aimed to improve the performance of lithium-ion batteries.

GMG's 4 critical business objectives are:

1. Produce Graphene and Improve/Scale Cell Production Processes
2. Build Revenue from Energy Savings Products
3. Develop Next-Generation Battery
4. Develop Supply Chain, Partners & Project Execution Capability

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, statements regarding the Company's proposed business plans, expectations regarding the sale of Ordinary Shares under the ATM Facility, the proceeds from the ATM Facility, and the Company's proposed use of the proceeds from the ATM Facility.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, expectations and assumptions concerning the business objectives of the Company; the Company's ability to carry out current planned capital projects, research and development, manufacturing, production, sales and marketing programs for its graphene and graphene-enhanced products and solutions; that the Company will receive the necessary regulatory approvals for the ATM Facility; use the proceeds from the ATM Facility as anticipated; the Company's performance and general business and economic conditions.

Additionally, forward-looking information involves 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 risk that the Company is not able to use the proceeds from the ATM Facility as anticipated by management; the risk that the Company does not receive the requisite regulatory approvals for the ATM Facility; overall economic conditions; technical de-risking and market acceptance for the Company's products and solutions; the introduction of competing technologies or products; stock market volatility; environmental and regulatory requirements; competitive pressures; change in market conditions and other factors that may cause the actual results, performance or achievements of the Company to differ materially from those expressed or implied in these forward looking statements; the volatility of global capital markets; political instability; the failure of the Company to obtain regulatory approvals, 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 3, 2024 available for review on the Company's profile at www.sedarplus.ca.

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.

SOURCE Graphene Manufacturing Group Ltd.