Graphene Manufacturing Group Ltd. (TSXV: GMG) (OTCQX: GMGMF) has entered into a subscription agreement with a private investor for approximately US$10,000,000 in gross proceeds through the issuance of 6,465,336 ordinary shares at CA$2.15 per share. The Brisbane-based clean-technology company intends to deploy the capital toward expanding graphene and battery cell production capacity as well as commercialising liquid graphene products. The placement is subject to TSX Venture Exchange approval and was expected to close on or about September 23, 2026.

Key Points

  • Graphene Manufacturing Group Ltd. (TSXV: GMG / OTCQX: GMGMF)
  • GMG has signed a subscription agreement with a private investor for a US$10 million private placement at CA$2.15 per ordinary share
  • 6,465,336 ordinary shares to be issued; closing expected on or about September 23, 2026, subject to TSX Venture Exchange approval
  • Investors may watch for the Exchange's approval decision and the company's closing confirmation release

Private Placement Structure and Pricing Terms

Under the subscription agreement, GMG will issue 6,465,336 ordinary shares to a single private investor at CA$2.15 per share, generating total gross proceeds of approximately US$10,000,000. The company confirmed that no finder's fees or commissions are payable in connection with the transaction. The ordinary shares issued under the private placement will be subject to on-sale restrictions in Australia for a period of 12 months from the date of issue. The placement remains conditional on receipt of all required regulatory and TSX Venture Exchange approvals before becoming effective.

Intended Use of Proceeds Across Graphene and Battery Operations

GMG stated it intends to use net proceeds for the scale-up of graphene production and liquid graphene production capacity, scale-up of battery cell production capacity, commercialisation of liquid graphene products, and general working capital and corporate purposes. The company's current operational focus spans energy-saving graphene coatings for HVAC-R systems and data centres, a graphene lubricant additive for diesel engines, and the development of graphene ion batteries supported in part by the Australian Government.

CEO and Chairman Comment on Strategic Significance

Chief Executive Officer Craig Nicol stated the US$10 million investment "further validates our products and business model" and enables significant production expansion to support near-term liquid graphene product sales and progress the company's next-generation graphene battery. Non-Executive Chairman Jack Perkowski described the capital commitment as "a strong vote of confidence" in GMG's technology and team, adding that North America remains a key market and that the investment positions the company to scale production and drive adoption of graphene-enhanced products across the region.

Regulatory Conditions and Securities Law Restrictions

The private placement is being conducted pursuant to Section 4(a)(2) of the U.S. Securities Act of 1933 and Regulation D, meaning the securities have not been registered under U.S. federal or state securities laws and may not be offered or sold in the United States absent an applicable exemption or effective registration statement. GMG noted it will issue a further release confirming material closing details as required by TSXV Policy 4.1. The immediate share price impact was not clear from available public information.