Mr. Craig Nicol reports

GMG ANNOUNCES MARKETED UNIT OFFERING

Graphene Manufacturing Group Ltd. is commencing a marketed offering of units of the company. Each unit will consist of one ordinary share of the company and one-half of one ordinary share purchase warrant.

The units will be offered under the amended and restated base shelf prospectus of the company receipted on Aug. 3, 2023, as supplemented by a shelf prospectus supplement to be prepared and filed in each of the provinces of British Columbia, Alberta, Saskatchewan and Ontario, and by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States which are agreed to by the company and the underwriters (as defined herein), where the units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The total size of the offering as well as certain other terms of the units and the warrants (including the term and the exercise price of each warrant) will be determined in the context of the market at the time of pricing. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The closing of the offering remains subject to market and other customary conditions, including but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

Raymond James is acting as sole bookrunner for the offering on behalf of a syndicate of underwriters to be named.

The company intends to grant the underwriters an option to cover overallotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the offering, to purchase up to an additional 15.0 per cent of the units, pursuant to the offering on the same terms and conditions of the offering. The overallotment option will be exercisable to acquire units, common shares and/or warrants (or any combination thereof) at the discretion of the underwriters.

The company will pay the underwriters a cash commission equal to 6.0 per cent of the gross proceeds of the offering, including proceeds received from the exercise of the overallotment option. In addition, the company will issue the underwriters compensation warrants to purchase up to 6.0 per cent of the aggregate number of units issued pursuant to the offering, including any units issued upon exercise of the overallotment option. Each compensation warrant shall entitle the underwriters to purchase one unit at the offering price at any time on or before the date which is 36 months following closing of the offering.

The net proceeds of the offering are expected to be used primarily to strengthen the company's financial position and provide liquidity to finance ongoing operations, including, in particular, the company's expenses incurred, and expected to be incurred, in connection with the company's research and development objectives, and for working capital and general corporate purposes.

Copies of the supplement and the base shelf prospectus can be obtained on SEDAR+ and from Raymond James Ltd, 5300-40 King St. West, Scotia Plaza, P.O. Box 415, Toronto, Ont., M5H 3Y2, attention: ECM-syndication@raymondjames.ca. The supplement and the base shelf prospectus contain important detailed information about the company and the proposed offering. Prospective investors should read the supplement and the base shelf prospectus and the other documents the company has filed on SEDAR+ before making an investment decision.

About Graphene Manufacturing Group Ltd.

Graphene Manufacturing Group is a disruptive Australian-based clean-tech company listed on the TSX Venture Exchange (TSX-V: GMG) that produces graphene and hydrogen by cracking methane (natural gas) instead of mining graphite. By using the company's proprietary process, Graphene can produce high-quality, low-cost, scalable, "tuneable" and no-/low-contaminant graphene -- enabling demonstrated cost and environmental improvements in a number of world-scale planet-friendly/clean-tech applications. Using this low-input cost source of graphene, the company is developing value-added products that target the massive energy efficiency and energy storage markets. The company is pursuing additional opportunities for GMG Graphene, including developing next-generation batteries, collaborating with world-leading universities in Australia, and investigating the opportunity to enhance the performance of lubricant oil and performance-enhanced HVAC-R coating system.

We seek Safe Harbor.