TSX-V: GGG, OTCQB: GPHBF
NEW YORK, Dec. 1, 2015 /CNW/ - Graphene 3D Lab Inc. (TSXV: GGG) (OTCQB: GPHBF) ("Graphene 3D") and Graphene Laboratories Inc. are pleased to announce they have signed a research, development and royalty agreement ("Agreement") with a Fortune 500 listed manufacturer. Initially, the Agreement encompasses the development of multi-phased deliverables over the course of the next 12 months. For competitive reasons and pursuant to confidentially clauses contained with the Agreement, neither specific research objectives nor the identity of the Agreement partner can be publicly disclosed. Upon successful completion of the research phase, and subject to approval by the U.S. Food & Drug Administration, the developed materials will become a part of a consumer retail product.
The Agreement calls for all research and development costs and royalty obligations to be paid by the partner, as well as a first-right-of-refusal for supply of any graphene related materials in future manufacturing pertaining to Intellectual Property (IP) developed under the agreement. All IP developed under the scope of the Agreement will be jointly held by both parties. The partner has consecutively been included in the Fortune 500 list for over 15 years.
"Graphene is a complex and amazingly functional material with properties that provide unique advantages in a wide variety of manufacturing situations. We expect graphene to become a common ingredient in large-scale manufacturing, and the agreement announced today will likely be a common first-step for traditional manufactures," said Elena Polyakova Co-CEO of Graphene 3D. "Manufacturers want the benefits of graphene, but it is a highly-specialized material. We are helping partners develop solutions and processes to incorporate graphene into their existing manufacture processes."
"Our lab team will assist our partner to understand, handle and integrate graphene into future manufacturing," added Daniel Stolyarov, Co-CEO of Graphene 3D. "We are not just replacing other additives with graphene, we are working jointly with our partners to elevate the potential of their products. Product expertise from our partners, graphene expertise from our lab - the results is new products that can do more than before."
Research and development work will be completed by personnel from both Graphene 3D and Graphene Lab. Graphene 3D is in the late stages of acquiring Graphene Lab in an all-share, non-arms length transaction expected to close prior to the end of 2015, subject to approval from the TSX-V (See New Release dated: August 12, 2015). "Bringing Graphene Lab into Graphene 3D creates value for our existing shareholders by expanding the scope of commercial applications Graphene 3D can provide." stated Stolyarov. "Combining these two entities give us much broader expertise to support existing manufacturers."
This news release is intended to fulfill all compliance, regulatory and TSX-V Exchange obligations relating to the disclosure of material news.
About Graphene 3D
Graphene 3D Lab is in the business of developing, manufacturing, and marketing proprietary graphene-based nanocomposite materials for various types of 3D printing, including fused filament fabrication. The Company is also involved in the design, manufacture, and marketing of 3D printers and related products for domestic and international customers.
The Graphene 3D Lab facility is located in Calverton, NY and is equipped with material processing and analytical equipment. The company has four US patent applications pending for its technology. For more information on Graphene 3D Lab, Inc., visit www.graphene3dlab.com
About Graphene Laboratories
Graphene Laboratories Inc. ("GLI") is incorporated under the laws of the Commonwealth of Massachusetts, and is controlled and managed by Daniel Stolyarov and Elena Polyakova, insiders of Graphene 3D. GLI., a leader in manufacturing and retailing of graphene and advanced materials owns the Graphene Supermarket®, www.graphene-supermarket.com, a leading supplier of such products to customers around the globe. Graphene Laboratories client list is comprised of more than 8,000 customers worldwide, including nearly every Fortune 500 tech company and major research university. Some notable clients are: NASA, Ford Motor Co., GE, Apple, Xerox, Samsung, Harvard University, IBM and Stanford University. For the last fiscal year ending December, 2014, GLI recorded annual revenues of in excess of USD $1,000,000 and was cash flow positive. Moreover, GLI has no material debt, and only trade creditors.
According to prior announcement dated August 12, 2015, the Graphene 3D has entered in non-arm length share exchange agreement (the "SEA") to acquire all issued and outstanding shares of Graphene Laboratories. The terms of the Share Exchange are subject to confirmation by a fairness opinion prepared by an independent business valuator, an audit of GLI's financial statements, the approval of the independent directors of the Company, and the acceptance for filing by the TSX Venture Exchange. Prior completion of the transaction, the financial record of GLI does not appear in published filing statements of Graphene 3D.
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.
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. 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.
SOURCE Graphene 3D Lab Inc.
For further information: Commercial Inquiries: Daniel Stolyarov, Co-Chief Executive Officer, Telephone: (631) 405-5116, Email: [email protected]; Investor Inquiries: Investor Relations, Telephone (631) 405-5114, Email: [email protected]