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VANCOUVER and NEW YORK, NY, Aug. 12,
2015 /CNW/ - Graphene 3D Lab Inc. (TSXV: GGG) (OTCQB: GPHBF)
("Graphene 3D" or the "Company") announces that it
has entered into 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"). GLI is incorporated under the laws
of the Commonwealth of Massachusetts, and is controlled and managed
by Daniel Stolyarov and Elena Polyakova, insiders of Graphene
3D. GLI is active in the business of the manufacture and
worldwide distribution of nanocarbon and graphene
products. GLI is in the midst of completing its audited
financial statements. For the last fiscal year ending December,
2014, GLI recorded annual revenues of in excess of USD $1,000,000 and was cash flow positive. Moreover,
GLI has no material debt, and only trade creditors.
Graphene Laboratories Inc., a leader in manufacturing and
retailing of graphene and advanced materials owns the Graphene
Supermarket®, 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 the manufacture and processing of graphene. In its most pure
form, graphene is a single atomic layer of carbon
atoms. Graphene is currently available in the market at
various grades, with performance characteristics such as mechanical
strength, and conductivity improving with fewer atomic
layers. Graphene Laboratories patented manufacturing process
provides proof of concept to allow for a low-energy, chemical-free
manufacture designed to achieve high-grade graphene material at a
projected industry leading low cost. Graphene Laboratories has
begun planning on a two-phased development program to advance this
manufacturing process from bench-top prototype to a large-scale
manufacturing operation.
In addition to the retail offering of graphene products, GLI
offers analytical services, prototype development and
consulting. The addition of GLI's business and graphene
product lines will complement and expand the Company's
existing business of research, development and production of
polymer nanocomposite graphene-based filaments for fused filament
fabrication in 3D printers. Graphene Laboratories will operate
as a wholly-owned subsidiary of Graphene 3D Lab.
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.
About Graphene 3D
Graphene 3D is BC company whose common shares are listed on the
TSX Venture Exchange, which owns all of the issued and outstanding
shares of Graphene 3D Lab (U.S.) Inc. ("Graphene US"), a private
Delaware corporation, organized on
September 3, 2013. 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 3D
currently has four US patent applications pending for its
technology. For more information on Graphene 3D, visit
www.graphene3dlab.com
FORWARD LOOKING INFORMATION
This press release contains forward-looking statements and
information that are based on the beliefs of management and reflect
the Company's current expectations. When used in this press
release, the words "estimate", "project", "projected", "low-cost",
"low-energy", "chemical-free", "fewer", "belief", "anticipate",
"intend", "expect", "plan", "predict", "may" or "should" and the
negative of these words or such variations thereon or comparable
terminology are intended to identify forward-looking statements and
information. The forward-looking statements and information in
this press release includes information relating to the Transaction
(including the anticipated date which the Company's common shares
will commence trading on the Exchange). Such statements and
information reflect the current view of the Company with respect to
risks and uncertainties that may cause actual results to differ
materially from those contemplated in those forward-looking
statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
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. Such factors include, among
others, the following risks: risks associated with the completion
of the Transaction and matters relating thereto; and risks
associated with the marketing and sale of securities, the need for
additional financing, reliance on key personnel, the potential for
conflicts of interest among certain officers or directors with
certain other projects, and the volatility of the Company's common
share price and volume. Forward-looking statements are made based
on management's beliefs, estimates and opinions on the date that
statements are made and the Company undertakes no obligation to
update forward-looking statements if these beliefs, estimates and
opinions or other circumstances should change. Investors are
cautioned against attributing undue certainty to forward-looking
statements.
There are a number of important factors that could cause the
Company's actual results to differ materially from those indicated
or implied by forward-looking statements and information. Such
factors include, among others, risks related to Graphene 3D's
proposed business such as failure of the business strategy, stable
supply prices, demand and market prices for 3D printing products,
and government regulation; risks related to Graphene 3D's
operations, such as additional financing requirements and access to
capital, reliance on key and qualified personnel, insurance,
competition, intellectual property and reliable supply chains;
risks related to Graphene 3D and its business generally such as
potential exposure to tax under Canadian and US income tax laws,
laws and regulations relating to cross-border mergers and
acquisitions, infringement of intellectual property rights, product
liability, environmental protection, currency exchange rates and
conflicts of interest.
The Company cautions that the foregoing list of material factors
is not exhaustive. When relying on the Company's
forward-looking statements and information to make decisions,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. The
Company has assumed a certain progression, which may not be
realized. It has also assumed that the material factors
referred to in the previous paragraph will not cause such
forward-looking statements and information to differ materially
from actual results or events. However, the list of these factors
is not exhaustive and is subject to change and there can be no
assurance that such assumptions will reflect the actual outcome of
such items or factors. While the Company may elect to, it
does not undertake to update this information at any particular
time.
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.
SOURCE Graphene 3D Lab Inc.