Mr. Craig Nicol reports

GRAPHENE MANUFACTURING GROUP 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 ordinary share purchase warrant.

The units will be offered under the amended and restated base shelf prospectus of the company receipted on Jan. 10, 2024, as supplemented by a prospectus supplement to be prepared and filed in each of the provinces and territories of Canada other than Quebec, in the United States pursuant to available exemptions from the registration requirements under applicable United States securities laws, and in such other jurisdictions outside of Canada and the United States which are agreed to by the company and the underwriter (as defined below).

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 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.

PI Financial Corp. is acting as sole underwriter and bookrunner for the offering.

The company intends to grant the underwriter 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 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 underwriter.

The company will pay the underwriter a cash commission equal to 7 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 underwriter compensation warrants to purchase up to 7 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 underwriter to purchase one unit at the offering price at any time on or before the date which is 48 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 continuing 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.

Access to the base shelf prospectus, the supplement and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus is, and the supplement will be, accessible on SEDAR+.

An electronic or paper copy of the base shelf prospectus, the supplement (when filed), and any amendment to the documents may be obtained, without charge, from PI Financial, 3401, 40 King St., Toronto, Ont., Canada, M5H 3Y2, by e-mail to syndication@pifinancial.com attention: PI Syndication, and by providing the contact with an e-mail address or address, as applicable. The base shelf prospectus contains, and the supplement will contain, important detailed information about the company and the proposed offering. Prospective investors should read the supplement (when filed) 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 is a clean-technology company which seeks to offer energy saving and energy storage solutions, enabled by graphene, including that manufactured in-house via a proprietary production process. It has developed a proprietary production process to decompose natural gas (that is, methane) into its elements, carbon (as graphene), hydrogen and some residual hydrocarbon gases. This process produces high-quality, low-cost, scalable, tuneable and low-/no-contaminant graphene suitable for use in clean-technology and other applications.

We seek Safe Harbor.