GPHBF - G6 Materials Signs Definitive Purchase Agreement to Acquire GX Technologies

(TheNewswire)

Previously Announced TransactionEstablishes a Leading Team Focused on the Commercialization ofGraphene-Enhanced Innovations

Ronkonkoma, New York, USA - TheNewswire – August 4, 2021 - G6Materials Corp. (“G6” or the “Company”) (TSXV:GGG ) ( OTCQB:GPHBF) , a technology company creatingvalue through the development and commercialization of innovativegraphene-based solutions , is pleased to announce that it hasexecuted a definitive purchase agreement (the “ Agreement ”) toformalize and close the previously announced acquisition (the“ Transaction ”) of all membership interestsof GX Technologies, LLC (“ GXTechnologies ”) .Pursuant to the terms of the Agreement, the consideration paid for themembership interests of GX Technologies is 25,000,000 common shares(the “Consideration Shares”) of G6 at a deemed price of C$0.20 percommon share of the Company.

Subsequent to the signing of the Agreement, the Companyis pleased to announce that a resolution has been passed to appointMr. Anastasios (Taso) Arima as a voting member to its Board ofDirectors. Mr. Arima is a public company executive with a stronghistory of identifying and developing significant resource projects.He was the founder of Piedmont Lithium (NASDAQ:PLL), and wasinstrumental in securing the Piedmont Lithium Project, as well ascurrently being the founder and Director of Hyperion Metals (ASX:HYM).Further, Mr. Tom Feldmann, a senior executive with over 20 years ofcorporate finance experience in mining and packaging industries, hasbeen granted non-voting observer status to meetings held by the Boardof Directors of the Company.

“The acquisition of GX Technologies and the C$5.4million of equity capital that the Transaction has already attractedmarks an exciting time for our Company. We are excited to collaboratewith their respective new team members to grow the existing businessthrough the scaling-up of our graphene technologies for use in highvalue industries, with early work underway to explore applications inboth the environmental remediation and precious metals sector. Also,an option to lease land at an industrial development site is expectedto allow us to rapidly convert our product ideas to an industrialscale” said Daniel Stolyarov, President & CEO of G6 MaterialsCorp. “I would also like to welcome all of the new investors to ourCompany and thank them for their support of our vision as a combinedentity,” added Mr. Stolyarov.

Incoming Board member Taso Arima said: “We aredelighted to be joining forces with G6 Materials, who we consider tobe the world leaders in the development of advanced graphene-basedsolutions. We believe that by combining G6’s expertise in graphenetechnologies with GX Technologies’ proven corporate network,significant access to capital and suite of graphene and developmentassets, together we can provide a strong platform for G6’s rapidgrowth into high value industries.”

Recap of Transaction Highlights

• - C$5.4 million of equity capital that the previousannouncement of the Transaction has already attracted to theCompany

  - Establishes a world-class research, corporate andproject development team focused on the commercialization ofgraphene-enhanced materials and technologies

  - GX Technologies’ assets include a cooperativeR&D agreement with the US Army Corps of Engineers (“USACE”) todevelop graphene oxide-based membranes for use in nanofiltration andan exclusive license for two USACE patents

  - As a result of the Transaction, G6 has acquired anoption to lease a dedicated area at an advanced industrial developmentsite in Natchez, Mississippi, which is equipped with a wastewatertreatment facility that is connected to a river port by rail to enablerapid industrial-scale production

  - The GX Technologies management team brings increasedaccess to capital, having raised over US$700,000,000 in equity fundingfrom public markets, including US$260,000,000 raised on the Nasdaq inthe last 12 months

Other than the final approval of the TSX VentureExchange, all closing conditions have been satisfied withconsideration shares to be released from a staged escrow over a periodof 28 months from the date of Closing.

About G6 Materials Corp.

G6 Materials Corp. is a technology company creatingvalue through the development of innovative graphene-based solutions.Graphene Laboratories Inc., a wholly owned subsidiary of G6, sells arange of graphene-based products and other materials, including butnot limited to conductive epoxies, fine chemicals, high performancecomposites and R&D materials, with numerous customers from amongthe Fortune 500 list of companies, as well as NASA and leadinguniversities. Graphene Laboratories Inc. is developing otherinnovative products including graphene-enhanced air purifiers and ithopes to enter the global filtration market once all testing iscomplete and applicable government approvals are received.

G6 has identified new graphene-based applications toaccelerate growth into the future. Accordingly, the Company has avaluable IP portfolio currently comprised of five granted patents andfive patent applications filed. The Company’s management team andemployees have a deep understanding of graphene technology based ondecades of aggregate academic and commercial experience. GrapheneLaboratories Inc., a wholly owned subsidiary of G6 located inRonkonkoma, New York, has established its premium research laboratoryand scalable production facility is equipped with advanced analyticaland material processing equipment.

The Company’s e-commerce websites are listedbelow:

• - Conductive Epoxies: Adhesive materials distributedunder the G6-Epoxy TM trade name and can be purchased at g6-epoxy.com

  - Fine Chemicals: ChemApproach is a worldwide supplierof a wide variety of unique chemical building blocks, which can befound at chemapproach.com

  - R&D Materials: Graphene Laboratories Inc.currently offers over 100 graphene and related products available at Graphene-Supermarket.com

Forward-Looking Information

This news release contains forward-looking statements within the meaning of the applicablesecurities legislation that is based on expectations, estimates andprojections as at the date of this news release. By their nature, forward-looking statements involve known andunknown risks, uncertainties and other factorswhich may cause actual results, performance or achievements, or otherfuture events, to be materially different from any future results,performance or achievements expressed or implied by suchforward-looking statements. “Forward-looking information” in thisnews release includes information about the acquisition of GXTechnologies; the use of proceeds of the Offering; the potential forthe Company’s long-term growth; the business goals and objectives ofthe Company, and other forward-looking information includes but is notlimited to information concerning the intentions, plans and futureactions of the parties to the transactions described herein and theterms thereon.

Risk factors that could cause actual results to differmaterially from those described in such forward-looking informationinclude, but are not limited to, the combined company not being ableto expand its pilot facility to produce graphene oxide in Long Island,New York on the terms currently anticipated, or at all; that thecombined company may not achieve its key milestones andvalue drivers in the time estimated, or at all;the risks associated with outstanding litigation, if any; risksassociated with adoption by industries of graphene-based productshealth and environmental factors affecting adoption of thesetechnologies; the company may fail to obtain appropriate governmentapprovals or accreditation related to the business’ operations andtechnological processes; the market conditions and demand for itsproduct as well as the market prices of such products being developedby the company may change over time; reliance on key personnel; thepotential for conflicts of interest among certain officers, directorsor promoters with certain other projects; the absence of dividends;competition; dilution; the volatility of our common share price andvolume; and tax consequences to U.S. shareholders.

The Company undertakes no obligation to revise orupdate any forward-looking information other than as required bylaw.

Neither TSX VentureExchange nor its Regulation Services Provider (as that term is definedin the policies of the TSX Venture Exchange) accepts responsibilityfor the adequacy or accuracy of this release.

Commercial Inquiries

Daniel Stolyarov, President & CEO

Telephone: (631) 405-5113

Email: info@g6-materials.com

Investor Inquiries

G6 Investor Relations

Telephone: (631) 405-5114

Email: investors@ g6-materials.com

ON BEHALF OF THE BOARD:  Daniel Stolyarov, President& CEO

SOURCE: G6 Materials Corp.

For more information on G6 Materials Corp., pleasevisit www.G6-Materials.com or its profile page on SEDAR at www.sedar.com .

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