December 9, 2015 – Vancouver and New York, NY — Graphene 3D Lab Inc. (TSXV:GGG, OTCQB:GPHBF) (“Graphene 3D” or the “Company”) announces that it has closed a non-arm’s length share exchange agreement dated August 12, 2015 (the “SEA”) to acquire all of the issued and outstanding shares of Graphene Laboratories Inc. (“GLI” or “Graphene Laboratories”). The transaction has been reviewed and accepted for filing by the TSX Venture Exchange. GLI is active in the business of the manufacture and worldwide distribution of nanocarbon and graphene products. For the last fiscal year ending December 31, 2014, GLI recorded annual revenues in excess of USD $1,000,000 and has no material debt.
GLI, a leader in manufacturing and retailing of graphene and advanced materials, owns the Graphene Supermarket(r), www.graphene-supermarket.com, a leading supplier of such products to customers around the globe. Graphene Laboratories’ client list is comprised of more than 8,000 customers worldwide, including nearly every Fortune 500 tech company and major research university. Some notable clients are: NASA, Ford Motor Co., GE, Apple, Xerox, Samsung, Harvard University, IBM and Stanford University. Graphene Laboratories also holds a provisional patent relating to technology enabling cost efficient industrial scale manufacture and processing of graphene. Graphene Laboratories will operate as a wholly-owned subsidiary of Graphene 3D.
Pursuant to the SEA, the Company has acquired all of the issued and outstanding common shares of GLI by the issuance of 345,500 common Shares to the minority shareholders of GLI with resale restrictions until April 9, 2016, a further 600,000 common shares which have been deposited into escrow and will be subject to automatic releases in installments every 6 months over the next 36 months. The balance of 2,854,500 common shares (the “Earn-out Shares”) will be issued on the basis of one Earn-Out Share for every $0.60 in audited cumulative cash flow generated from the operations of GLI over the next 5 fiscal years of the Company. Further details of the transaction can be seen in the Company’s news release dated August 12, 2015.
The Company is also pleased to announce that Dr. Elena Polyakova, Co-CEO Graphene 3D will be participating as a panelist at the 5th Annual Graphite to Graphene Conference in London on December 9th. The Conference will be held at the Waldorf Hilton in London England, December 8 and 9. Dr. Polyakova is a returning panelist to the conference and will be presenting on recent developments in graphene. The Conference is the largest international forum dedicated to the natural and synthetic graphite and graphene industries.
About Graphene 3D
Graphene 3D is BC company whose common shares are listed on the TSX Venture Exchange, which now owns all of the issued and outstanding shares of Graphene 3D Lab (U.S.) Inc., a private Delaware corporation, organized on September 3, 2013 (“Graphene US”). Graphene US is in the business of developing, manufacturing, and marketing proprietary polymer nanocomposite graphene-based materials for various types of 3D printing, including fused filament fabrication as well as the design, manufacture and marketing of three-dimensional printers and products for worldwide customers, including in the aerospace and automotive industries, manufacturers of medical prosthetics and the military. Graphene US currently has six US patent applications pending for its technology. For more information on Graphene 3D Lab Inc., visit www.graphene3dlab.com.
For More Information:
Co-Chief Executive Officer
Telephone: (631) 405-5116
Email: daniel.stolyarov@graphene3Dlab.com Investor Inquiries:
Investor Relations Coordinator
Telephone (631) 405-5114
FORWARD LOOKING INFORMATION
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.