Graphene 3D closes transaction

Graphene 3D Lab Inc. has closed a non-arm’s length share exchange agreement dated August 12, 2015 to acquire all of the issued and outstanding shares of Graphene Laboratories Inc. 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.

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 instalments 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 USD 0.60 in audited cumulative cash flow generated from the operations of GLI over the next 5 fiscal years of the Company.