GMG Closes US$10 Million Private Placement

private placement (the "Private Placement") with a private investor (the "Subscriber") pursuant to which the Subscriber has subscribed for 6,465,336 ordinary shares ("Ordinary Shares") of the Company at a price of CA$2.15 per Ordinary Share for total gross proceeds to the Company of approximately US$10,000,000. The private placement has received conditional approval from the TSX Venture Exchange.

The Company intends to use the net proceeds of the Private Placement for the scale-up of graphene production and liquid graphene production capacity, scale-up of battery cell production capacity, commercialisation of liquid graphene products, working capital and general corporate purposes.

No finder's fees or commissions were paid in connection with the Private Placement.

The securities described above were issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Regulation D promulgated thereunder, and have not been registered under the Securities Act or applicable securities laws of any state of the United States. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable securities laws of any state of the United States. The Ordinary Shares issued under the Private Placement are also subject to on-sale restrictions in Australia for a period of 12 months from the date of issue.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.

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 are working with financial support from the Australian Government to progress R&D and commercialization of graphene ion batteries. GMG has also developed a graphene additive slurry that is aimed at improving 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 and U.S. 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", "believes" "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 Private Placement, expected use of proceeds from the Private Placement, GMG's intentions to develop commercial scale-up capabilities, GMG's focus in the energy savings segment, GMG's intentions for the use of graphene lubricant additive on saving liquid fuels, expectations for R&D and commercialisation of Graphene Batteries, GMG's ability to improve the performance of lithium-ion batteries, the Company's technology, partnerships and commercial prospects, and the Company's four critical business objectives.

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; use the proceeds from the Private Placement 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 Private Placement as anticipated by management; 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 November 4, 2025 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316294