Gratomic finalizes deal to acquire Aukam interest

2021-06-29 12:26 ET – News Release

Mr. Arno Brand reports

GRATOMIC FINALIZES AGREEMENT TO ACQUIRE REMAINING 37% INTEREST IN AUKAM PROPERTY

Gratomic Inc. has finalized the terms of a definitive agreement with Next Graphite Inc. (NextG) for the acquisition of NextG’s 37-per-cent interest in Gazania Investments 242 Pty. Ltd., the Namibian company which holds the licences on the Aukam property. The agreement, dated Nov. 12, 2020, as amended Nov. 16, 2020, Jan. 25, 2021, and May 26, 2021, provides that upon completion of the acquisition, Gratomic will hold 100 per cent of the rights and interests in the Aukam mining licence (ML215) and exploration licence (EPL 3895). The TSX Venture Exchange has conditionally approved the acquisition.

Arno Brand, president and chief executive officer, commented: “It has been a pleasure working with Cliff Bream and his team at Next Graphite to finalize this agreement. I look forward to continuing a strategic business relationship and building a strong future for Aukam together.”

In consideration for the interest, Gratomic will, upon closing of the acquisition, issue 18,986,188 common shares, 2,272,727 common shares (additional shares), and a further 4.5 million common shares (dilution shares) for an aggregate of 25,758,915 common shares in the capital of Gratomic to NextG and 10 shareholders of NextG, and pay $100,000 in cash on closing to NextG. Additionally, Gratomic has agreed to honour its previous contractual condition to provide NextG with $500,000 (U.S.) from the first $1-million (U.S.) of net revenue generated from sales of graphite from the Aukam property pursuant to the issuance of the additional shares and the agreement to pay $250,000 (U.S.). In the event the revenue amount is not paid in full by the 12-month anniversary of the closing, then any outstanding revenue amount will be settled by the issuance to NextG of that number of common shares as is arrived at by dividing the then outstanding revenue amount by the closing price of the common shares on the first trading day following the due date, less the maximum discount allowed by the rules of the TSX-V.

The consideration shares will be issued to NextG and the NG recipients on closing and held in escrow. The escrowed shares and the dilution shares will be subject to an 18-month escrow subject to a release of one-third of the original balance every six months, pro rata, and the additional shares will be subject to a 12-month escrow and shall be released from escrow, pro rata, on the due date.

Gratomic has also granted the NG recipients a right to participate in any future financings of Gratomic at the same price as any other participants on a pro rata basis to their percentage holding in Gratomic (calculated on the basis of the number of consideration shares remaining in escrow) at the time of any such fundraise (calculated on a non-dilutive basis). On the closing of the acquisition, Mr. Bream will be appointed to the board of directors of Gratomic, subject to TSX-V approval.

The acquisition (including the issuance of the consideration shares) is subject to the fulfilment of certain conditions precedent as are customary for transactions of this size, including the final approval of the TSX-V.

Mr. Bream, president and chief executive officer of Next Graphite, said: “we feel that combining the interests in Aukam will optimize the potential of Aukam and allow the shareholders of NextG to participate in the success of Gratomic. Many of us in the two companies have worked together for years, and we have great confidence that Gratomic will be successful with the Aukam project.”

About Gratomic Inc.

Gratomic is focused on introducing an exceptional anode material to the global electric vehicle and energy storage supply chains. The company aims to achieve full operational capabilities in 2021, with further plans to take its Aukam graphite project fully solar by 2022. Large quantities of its naturally high-quality graphite have been shipped for testing to confirm its viability as an anode material. Gratomic is confident that the results will provide a unique competitive advantage in its desired target markets.

The company’s recent collaboration agreement with Forge Nano has advanced the developments on its graphite finalization phase for the micronization, spheronization and the patented ALD coating of its Aukam vein graphite for use in lithium-ion batteries. Forge Nano is a global leader in surface engineering and precision nano-coating technology, using atomic layer deposition.

Gratomic has two outstanding offtake purchase agreements with Todaq and Phu Sumika, with contract fulfilment slated to begin in 2021. Gratomic plans to deliver mine-to-market traceability through its partnership with deeptech company Todaq by providing documented tracking on all graphite generated at its flagship Aukam graphite project.

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