G6 Materials Enters Binding LOI to Acquire GX Technologies & Announces Non-Brokered $5,000,000 Unit Offering

a technology company and world-leader in creating value through the development of innovative graphene-based solutions, is pleased to announce that it has entered into a letter agreement today, March 15, 2021, (the “LOI”) pursuant to which it intends to acquire all of the issued and outstanding shares of GX Technologies, Inc. (“GX Technologies”, the “Vendor”), in exchange for 25,000,000 common shares (the “Consideration Shares”) of G6 at a deemed price of $0.20 per common share of the Company (the “Transaction”). Simultaneously, the Company is pleased to announce a non-brokered equity financing to raise up to $5,000,000 through the offering of 25,000,000 units (the “Offering”). Each unit is priced at $0.20 and is comprised of one common share of the Company and one-half of one warrant to purchase a common share of the Company at a price of $0.30 for a period of 2 years from the closing date of the Offering.

Transaction Highlights                                                 

• Expected to establish a world-leading research, corporate and project development team focused on the commercialization and industrial-scale production of graphene-enhanced materials and technologies;
• GX Technologies’ assets include but are not limited to a cooperative R&D agreement with the US Army Corps of Engineers to develop graphene oxide-based membranes for use in nanofiltration and an option to acquire an advanced industrial development site in Natchez, Mississippi to enable industrial-scale production;
• The GX Technologies management team has raised over US$500,000,000 in equity funding from public markets, including US$63,000,000 raised on the Nasdaq in 2020;
• Due diligence conditions to be satisfied prior to closing of the Transaction which is expected to occur on or before April 29, 2021;
• Consideration Shares are to be released from a staged escrow over a period of 28 months from the date of Closing;
• Upon closing, G6 will grant the Vendor the right to nominate one representative and one non-voting observer to its Board of Directors; and
• The Transaction is subject the receipt of all required regulatory and governmental approvals and permits considered necessary by the Purchaser in connection with the Transaction including the approval of the TSX Venture Exchange.

Offering Highlights 

• Up to $5,000,000 via a non-brokered equity financing;
• Units being offered at a price of $0.20 per unit;
• Each unit consists of one common share of G6 and one-half of one warrant to purchase a common share of G6 at a price of $0.30 for a period of 2 years from the closing date of the Offering;
• Proceeds of the Offering are expected to be used primarily for the rapid expansion of a pilot facility to produce graphene oxide in Long Island, New York, to progress the cooperative R&D agreement with the US Army Corps of Engineers as well as general working capital purposes;
• Finder’s fees may be payable on a portion of the financing; and
• Can be upsized at the Company’s sole discretion at any time prior to closing.

Management Commentary

“The opportunity to acquire GX Technologies and the capital that the transaction is expected to attract to G6 is exceptional. The board of directors and the management team are excited about the prospects of this deal to strategically enhance the Company and significantly grow the business,” said Daniel Stolyarov, President & CEO of G6 Materials Corp. “The proposed acquisition is expected to provide our Company with the opportunity to significantly benefit from these new assets. By applying our scientific expertise and experience in commercializing innovative solutions, we expect to be able to expedite the development and realize the commercial value of what GX Technologies has accomplished to date,” added Mr. Stolyarov.

“GX Technologies is extremely pleased to be working with G6’s global leaders in graphene technologies to develop commercial scale production of graphene oxide and associated applications. We believe that combining our significant experience in North American industrial project development and capital markets, with the world leading knowledge and existing customer base of G6, will enable the company to rapidly execute on its strategies and add significant value for shareholders,” said Anastasios Arima, Executive Director of GX Technologies.

About GX Technologies

Based in Belmont, North Carolina, GX Technologies LLC is developing technologies for the use of graphene in various applications, including the potential to remove contaminants from lithium chemicals for use in energy storage devices, as well as the increased recovery and production of gold and other precious metals in traditional metals processing circuits. GX Technologies has also secured a patent portfolio of graphene oxide-based adsorbent and nanofiltration membrane technologies developed by the US Army Corps of Engineers for aqueous-based chemical, biological, radiological and nuclear decontamination purposes. Additionally, GX Technologies owns an option to purchase an industrial site in Natchez, Mississippi that is expected to be favorable for the low cost, industrial-scale production of graphene oxide. For more information, please visit: gx-technologies.com.