Gratomic Inc. ("GRAT" or the "Company") (TSXV:GRAT)(OTCQX:CBULF)(FRANKFURT:CB82) is pleased to announce that the Company has finalized the terms of a definitive agreement (the "Agreement") with Next Graphite, Inc. ("NextG") for the acquisition of NextG's 37% interest (the "Interest") in Gazania Investments Two Hundred and Forty Two (Proprietary) Limited (the "Acquisition"), the Namibian company which holds the licenses on the Aukam property ("Aukam"). The Agreement dated November 12, 2020, as amended November 16, 2020, January 25, 2021 and May 26, 2021 provides that upon completion of the Acquisition, Gratomic will hold 100% of the rights and interests in the Aukam Mining License (ML215) and exploration License (EPL 3895). The TSX Venture Exchange ("TSXV") has conditionally approval the Acquisition
Arno Brand, President and CEO commented, "It has been a pleasure working with Cliff Bream and his team at Next Graphite to finalize this Agreement. I look forward to continuing a strategic business relationship and building a strong future for Aukam together."
In consideration for the Interest, Gratomic will, upon closing of the Acquisition (the "Closing"), issue 18,986,188 common shares (the "Escrowed Shares"), 2,272,727 common shares (the "Additional Shares") and a further 4,500,000 common shares (the "Dilution Shares") for an aggregate of 25,758,915 common shares (the "Consideration Shares") in the capital of Gratomic to NextG and ten (10) shareholders of NextG (the "NG Recipients") and pay $100,000 in cash on closing to NextG. Additionally, Gratomic has agreed to honour its previous contractual condition to provide NextG with US$500,000 from the first US$1,000,000 of net revenue generated from sales of graphite from the Aukam property pursuant to the issuance of the Additional Shares and the agreement to pay US$250,000 (the "Revenue Amount"). In the event the Revenue Amount is not paid in full by the 12-month anniversary of the Closing (the "Due Date"), then any outstanding Revenue Amount will be settled by the issuance to NextG of that number of common shares (the "Settlement Shares") as is arrived at by dividing the then outstanding Revenue Amount by the closing price of the Common Shares on the first trading day following the Due Date, less the maximum discount allowed by the rules of the TSXV.
The Consideration Shares will be issued to NextG and the NG Recipients on closing and held in escrow. The Escrowed Shares and the Dilution Shares will be subject to an 18-month escrow subject to a release of 1/3 of the original balance every 6 months, pro rata, and the Additional Shares will be subject to a 12-month escrow and shall be released from escrow, pro rata, on the Due Date.
Gratomic has also granted the NG Recipients a right to participate in any future financings of Gratomic at the same price as any other participants on a pro rata basis to their percentage holding in Gratomic (calculated on the basis of the number of Consideration Shares remaining in Escrow) at the time of any such fundraise (calculated on a non-dilutive basis). On the closing of the Acquisition, Cliff Bream will be appointed to the Board of Directors of Gratomic, subject to TSXV approval.
The Acquisition (including the issuance of the Consideration Shares) is subject to the fulfillment of certain conditions precedent as are customary for transactions of this size including the final approval of the TSXV.
Cliff Bream, President and CEO of Next Graphite said, "we feel that combining the interests in Aukam will optimize the potential of Aukam and allow the shareholders of NextG to participate in the success of Gratomic. Many of us in the two companies have worked together for years, and we have great confidence that Gratomic will be successful with the Aukam project".
About Gratomic Inc.
Gratomic is focused on introducing an exceptional anode material to the global electric vehicle and energy storage supply chains. The Company aims to achieve full operational capabilities in 2021, with further plans to take its Aukam Graphite Project fully solar by 2022. Large quantities of its naturally high-quality graphite have been shipped for testing to confirm its viability as an anode material. Gratomic is confident that the results will provide a unique competitive advantage in its desired target markets.
The Company's recent collaboration agreement with Forge Nano has advanced the developments on its graphite finalization phase for the micronization, spheronization, and the patented ALD coating of its Aukam vein graphite for use in lithium-ion batteries. Forge Nano is a global leader in surface engineering and precision nano-coating technology, using Atomic Layer Deposition.
GRAT has two outstanding off-take purchase agreements with TODAQ and Phu Sumika with contract fulfillment slated to begin in 2021. Gratomic plans to deliver mine-to-market traceability through its partnership with deeptech company TODAQ by providing documented tracking on all graphite generated at its flagship Aukam Graphite Project.
Arno Brand at firstname.lastname@example.org or 416 561-4095
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"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."
Forward Looking Statements:
This news release contains forward-looking statements, which relate to future events or future performance and reflect management's current expectations and assumptions. Such forward-looking statements reflect management's current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com)
SOURCE: Gratomic Inc.
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