Graphene 3D Lab To Acquire Graphene Laboratories

Graphene 3D Lab (TSXV:GGG,OTCQB:GPHBF) has entered into a non-arm’s length share exchange agreement for the acquisition of all of the issued and outstanding shares of Graphene Laboratories Inc., which is incorporated under the laws of the Commonwealth of Massachusetts, and controlled and managed by Daniel Stolyarov and Elena Polyakova who are insiders of Graphene 3D. Under the agreement, Graphene 3D Lab will acquire all of the issued and outstanding common shares of Graphene Laboratories (GLI) in exchange for 3.8 million common shares to the shareholders of GLI.
As quoted in the press release:

Pursuant to the SEA, the Company will acquire all of the issued and outstanding common shares of GLI by the issuance of up to 3.8 million common shares (the “Exchanged Shares”) of the Company (representing approximately 8% of the then total issued shares) to the shareholders of GLI (the “Share Exchange”). A total of 345,500 Exchanged Shares will be issued at closing with a four month and a day hold restriction from the date of closing (the “Closing Date”), a further 600,000 Exchanged Shares will be issued at closing and made subject to automatic releases every 6 months over the next 36 months from the Closing Date. The balance of the 2,854,500 Exchanged Shares will be issued on the basis of one share for every $0.60 in cumulative cash flow generated from the operations of GLI over up to the next 5 fiscal years of the Company. The terms of the Share Exchange are subject to confirmation by a fairness opinion prepared by an independent business valuator, an audit of GLI’s financial statements, the approval of the independent directors of the Company, and the acceptance for filing by the TSX Venture Exchange.
Daniel Stolyarov, a director, President & CEO of the Company, and Elena Polyakova, a director and COO of the Company each currently own 7,161,212 common shares of the Company (representing 16.5% of the issued shares each). Upon completion of the SEA and assuming the issuance of all Exchanged Shares, Daniel Stolyarov will own an additional 1,689,250 common shares of the Company (or then hold a total of 8,850,462 shares, representing 18.8% of the total issued shares), and Elena Polyakova will own an additional 1,765,250 common shares of the Company (or then hold a total of 8,926,462 shares, representing 18.9% of the total issued shares), which they intend to hold for investment purposes.
There will be no change in the board of directors of the Company, but Elena Polyakova will be appointed the Co-CEO, together with Daniel Stolyarov, the current President & CEO of the Company.

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