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Graphene 3D closes MatNic RTO, to start trading Aug. 11

2014-08-08 18:10 ET - News Release

Mr. Daniel Stolyarov reports

Graphene 3D Lab Inc., formerly MatNic Resources Inc., further to its press releases dated April 10, April 24, June 13 and July 14, 2014, has completed the acquisition of Graphene 3D Lab (U.S.) Inc., formerly Graphene 3D Lab Inc., a private corporation organized under the laws of Delaware, United States. A final filing statement relating to the acquisition has been filed on SEDAR. The transaction was completed through an exchange of securities with all of the securityholders of Graphene 3D, which constituted a reverse takeover and change of business of the company. The company expects to commence trading of its common shares on the exchange under the ticker symbol GGG on Aug. 11, 2014, or shortly thereafter.

In connection with the transaction, the company issued 25.6 million common shares and share purchase warrants to acquire a further 4.5 million common shares at seven cents per share until March 25, 2017. Of the exchanged shares issued, 21.1 million shares are subject to Form 5D surplus securities escrow restrictions, with an immediate release of 5 per cent, and further instalments every six months for the next three years. The other 4.5 million exchanged shares are subject to the exchange's seed share resale restrictions, with an immediate release of 20 per cent and further instalments of 20 per cent every three months over the next year. Any common shares issued upon exercise of the exchanged warrants within the first four months from the closing date will be subject to the exchange's seed share resale restrictions, with an immediate release of 20 per cent and further instalments of 20 per cent every month over the next four months.

The company also completed a private placement of 7.2 million common shares at an offering price of 25 cents per share to raise gross proceeds of $1.8-million. The company paid cash finders' fees to certain arm's-length finders, equal to 7 per cent of the gross proceeds. The net proceeds of the offering will be used for the further development of Graphene U.S.'s business activities and for general working capital requirements. The shares will be subject to a four-month hold period until Dec. 9, 2014.

For further details concerning the transaction, please see the company's filing statement on SEDAR.

We seek Safe Harbor.

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