G6 Materials Signs Definitive Purchase Agreement to Acquire GX Technologies

G6 Materials Signs Definitive Purchase Agreement to Acquire GX Technologies

NEWS
August 4, 2021
TSX-V: GGG, OTCQB: GPHBF

Previously Announced Transaction Establishes a Leading Team Focused on the Commercialization of Graphene-Enhanced Innovations

Ronkonkoma, New York, USA - TheNewswire – August 4, 2021 - G6 Materials Corp. (“G6” or the “Company”) (TSXV: GGG, OTCQB: GPHBF),

a technology company creating value through the development and commercialization of innovative graphene-based solutions, is pleased to announce that it has executed a definitive purchase agreement (the “Agreement”) to formalize and close the previously announced acquisition (the “Transaction”) of all membership interests of GX Technologies, LLC (“GX Technologies”). Pursuant to the terms of the Agreement, the consideration paid for the membership interests of GX Technologies is 25,000,000 common shares (the “Consideration Shares”) of G6 at a deemed price of C$0.20 per common share of the Company.

Subsequent to the signing of the Agreement, the Company is pleased to announce that a resolution has been passed to appoint Mr. Anastasios (Taso) Arima as a voting member to its Board of Directors. Mr. Arima is a public company executive with a strong history of identifying and developing significant resource projects. He was the founder of Piedmont Lithium (NASDAQ:PLL), and was instrumental in securing the Piedmont Lithium Project, as well as currently being the founder and Director of Hyperion Metals (ASX:HYM). Further, Mr. Tom Feldmann, a senior executive with over 20 years of corporate finance experience in mining and packaging industries, has been granted non-voting observer status to meetings held by the Board of Directors of the Company.

“The acquisition of GX Technologies and the C$5.4 million of equity capital that the Transaction has already attracted marks an exciting time for our Company. We are excited to collaborate with their respective new team members to grow the existing business through the scaling-up of our graphene technologies for use in high value industries, with early work underway to explore applications in both the environmental remediation and precious metals sector. Also, an option to lease land at an industrial development site is expected to allow us to rapidly convert our product ideas to an industrial scale” said Daniel Stolyarov, President & CEO of G6 Materials Corp. “I would also like to welcome all of the new investors to our Company and thank them for their support of our vision as a combined entity,” added Mr. Stolyarov.

Incoming Board member Taso Arima said, “We are delighted to be joining forces with G6 Materials, who we consider to be the world leaders in the development of advanced graphene-based solutions. We believe that by combining G6’s expertise in graphene technologies with GX Technologies’ proven corporate network, significant access to capital and suite of graphene and development assets, together we can provide a strong platform for G6’s rapid growth into high value industries.”

Recap of Transaction Highlights:

  • C$5.4 million of equity capital that the previous announcement of the Transaction has already attracted to the Company
  • Establishes a world-class research, corporate and project development team focused on the commercialization of graphene-enhanced materials and technologies
  • GX Technologies’ assets include a cooperative R&D agreement with the US Army Corps of Engineers (“USACE”) to develop graphene oxide-based membranes for use in nanofiltration and an exclusive license for two USACE patents
  • As a result of the Transaction, G6 has acquired an option to lease a dedicated area at an advanced industrial development site in Natchez, Mississippi, which is equipped with a wastewater treatment facility that is connected to a river port by rail to enable rapid industrial-scale production
  • The GX Technologies management team brings increased access to capital, having raised over US$700,000,000 in equity funding from public markets, including US$260,000,000 raised on the Nasdaq in the last 12 months

Other than the final approval of the TSX Venture Exchange, all closing conditions have been satisfied with consideration shares to be released from a staged escrow over a period of 28 months from the date of Closing.

About G6 Materials Corp.

G6 Materials Corp. is a technology company creating value through the development of innovative graphene-based solutions. Graphene Laboratories Inc., a wholly owned subsidiary of G6, sells a range of graphene-based products and other materials, including but not limited to conductive epoxies, fine chemicals, high performance composites and R&D materials, with numerous customers from among the Fortune 500 list of companies, as well as NASA and leading universities. Graphene Laboratories Inc. is developing other innovative products including graphene-enhanced air purifiers and it hopes to enter the global filtration market once all testing is complete and applicable government approvals are received.

G6 has identified new graphene-based applications to accelerate growth into the future. Accordingly, the Company has a valuable IP portfolio currently comprised of five granted patents and five patent applications filed. The Company’s management team and employees have a deep understanding of graphene technology based on decades of aggregate academic and commercial experience. Graphene Laboratories Inc., a wholly owned subsidiary of G6 located in Ronkonkoma, New York, has established its premium research laboratory and scalable production facility is equipped with advanced analytical and material processing equipment.

The Company’s e-commerce websites are listed below:

Conductive Epoxies

Adhesive materials distributed under the G6-EpoxyTM trade name and can be purchased at www.g6-epoxy.com

Fine Chemicals

ChemApproach is a worldwide supplier of a wide variety of unique chemical building blocks, which can be found at http://www.chemapproach.com

R&D Materials

Graphene Laboratories Inc. currently offers over 100 graphene and related products available at Graphene-Supermarket.com

Forward-Looking Information

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 news release includes information about the acquisition of GX Technologies; the use of proceeds of the Offering; 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 combined company not being able to expand its pilot facility to produce graphene oxide in Long Island, New York on the terms currently anticipated, or at all; that 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; the company may fail to obtain appropriate government approvals or accreditation related to the business’ operations and technological processes; the market conditions and demand for its product as well as the market prices of such products being developed by the company may change over time; 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.

The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.