Mr. Craig Nicol reports

GRAPHENE MANUFACTURING GROUP ANNOUNCES PRICING OF MARKETED UNIT OFFERING

Graphene Manufacturing Group Ltd. has priced its previously announced marketed offering of units of the company. In connection with the offering, the company intends to enter into an underwriting agreement dated April 26, 2024, with PI Financial Corp. as sole underwriter and bookrunner for the offering.

Pursuant to the underwriting agreement, the company will issue 4,762,000 units at a price of 42 cents per unit for aggregate gross proceeds to the company of approximately $2,000,040. Each unit will consist of one ordinary share of the company and one ordinary share purchase warrant. Each warrant will entitle the holder to acquire one common share at an exercise price of 55 cents per warrant share for a period of four years following the closing of the offering, subject to adjustment in certain events.

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 and 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.

Pursuant to the underwriting agreement, the company has granted the underwriter an option to cover overallotments and for market stabilization purposes. The overallotment option may be exercised 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 sold under the offering on the same terms and conditions of the offering. The overallotment option is exercisable to acquire units, common shares and/or warrants (or any combination thereof) at the discretion of the underwriter.

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.

The closing of the offering is expected to occur on or about May 7, 2024, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

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.