G6 Materials Enters Binding LOI to Acquire GX Technologies & Announces Non-Brokered $5,000,000 Unit Offering
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All-Stock Transaction Expected to be Formalized Under a Definitive Purchase Agreement Within 45 Days
Ronkonkoma, New York, USA - TheNewswire – March 15, 2021 - G6 Materials Corp. (“G6” or the “Company”) (TSXV: GGG, OTCQB: GPHBF),
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.
- 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.
- 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.
“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.
About G6 Materials Corp.
This news release contains forward-looking statements within the meaning of the applicable securities legislation that is based on expectations, estimates and projections as at the date of this news release. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. “Forward-looking information” in this presentation includes information about the Transaction and the Offering; the option to acquire and develop and industrial site in Natchez, MS; the potential for the Company’s long-term growth; the business goals and objectives of the Company, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms thereon.
Risk factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, the Transaction and Offering may not complete on the terms currently anticipated, or at all; the combined company may not acquire or develop an industrial site in Natchez, MS on the terms currently anticipated, or at all; the combined company may not achieve its key milestones and value drivers in the time estimated, or at all; the risks associated with outstanding litigation, if any; risks associated with adoption by industries of graphene-based products health and environmental factors affecting adoption of these technologies; reliance on key personnel; the potential for conflicts of interest among certain officers, directors or promoters with certain other projects; the absence of dividends; competition; dilution; the volatility of our common share price and volume; and tax consequences to U.S. shareholders.
In connection with the forward-looking information contained in this news release, the Company has made assumptions about the ability to complete the Transaction and Financing, including obtaining TSXV final acceptance; the benefits to completing the transaction; and there will be no regulation or law that will prevent the combined company from operating its business. The Company has also assumed that no significant events occur outside of the G6 and GX’s normal course of business.
The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.