|August 08, 2014|
Graphene 3D Lab Inc. (formerly, Matnic Resources Inc.) Announces Closing of Reverse Takeover with Graphene 3D Lab (U.S.) Inc.
|NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS|
Vancouver, British Columbia and New York, NY -- Graphene 3D Lab Inc. (formerly, MatNic Resources Inc.) (TSXV: GGG) ("Graphene 3D" or the "Company"), a Tier 2 issuer listed on the TSX Venture Exchange (the "Exchange"), today announced that further to the Company's press releases dated April 10, April 24, June 13, 2014, and July 14, 2014, the parties have completed the acquisition of Graphene 3D Lab (U.S.) Inc., formerly Graphene 3D Lab Inc. ("Graphene US"), a private corporation organized under the laws of Delaware, USA (the "Transaction"). 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 take-over and change of business of the Company. The Company expects to commence trading of its common shares on the Exchange under the new ticker symbol 'GGG' on August 11, 2014 or shortly thereafter.
In connection with the Transaction, the Company issued 25.6 million common shares (the "Exchanged Shares") and share purchase warrants to acquire a further 4.5 million common shares at $0.07 per share until March 25, 2017 (the "Exchanged Warrants"). Of the Exchanged Shares issued, 21.1 million shares are subject to Form 5D surplus securities escrow restrictions, with an immediate release of 5%, and further installments every 6 months for the next 3 years. The other 4.5 million Exchanged Shares are subject to the Exchange's seed share resale restrictions, with an immediate release of 20% and further installments of 20% 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% and further installments of 20% every month over the next four months.
The Company also completed a private placement of 7.2 million common shares (the "Shares") at an offering price of $0.25 per Share to raise gross proceeds of $1.8 million. The Company paid cash finder's fees to certain arm's length finders, equal to 7% of the gross proceeds. The net proceeds of the offering will be used for the further development of Graphene US's business activities (see "About Graphene 3D" below for further details) and for general working capital requirements. The Shares will be subject to a four month hold period until December 9, 2014. For further details concerning the Transaction, please see the Company's filing statement on SEDAR (www.sedar.com) under the Company's profile.
Except for statements of historical fact, all statements in this press release, including, but not limited to, statements regarding future plans, objectives and payments are forward-looking statements that involve various risks and uncertainties.
About Graphene 3D
Graphene 3D is BC company whose common shares are listed on the TSX Venture Exchange, which now owns all of the issued and outstanding shares of 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 US currently has two US patent applications pending for its technology. For more information on Graphene 3D Lab, Inc, visit www.graphene3dlab.com
For more information, please contact:
President & Chief Executive Officer
Telephone: (631) 405-5116
Investor Relations Coordinator
Telephone (631) 405-5114
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", "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
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