Aug 13 2015
Graphene 3D Lab Inc. announces that it has entered into a non-arm's length share exchange agreement dated August 12, 2015 to acquire all of the issued and outstanding shares of 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 is active in the business of the manufacture and worldwide distribution of nanocarbon and graphene products. GLI is in the midst of completing its audited financial statements. 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.
Graphene Laboratories Inc., a leader in manufacturing and retailing of graphene and advanced materials owns the Graphene Supermarket(c), 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.
Graphene Laboratories also holds a provisional patent relating to the manufacture and processing of graphene. In its most pure form, graphene is a single atomic layer of carbon atoms. Graphene is currently available in the market at various grades, with performance characteristics such as mechanical strength, and conductivity improving with fewer atomic layers. Graphene laboratories patented manufacturing process provides proof of concept to allow for a low-energy, chemical-free manufacture designed to achieve high-grade graphene material at a projected industry leading low cost. Graphene Laboratories has begun planning on a two-phased development program to advance this manufacturing process from bench-top prototype to a large-scale manufacturing operation.
In addition to the retail offering of graphene products, GLI offers analytical services, prototype development and consulting. The addition of GLI's business and graphene product lines will complement and expand the Company's existing business of research, development and production of polymer nanocomposite graphene-based filaments for fused filament fabrication in 3D printers. Graphene Laboratories will operate as a wholly-owned subsidiary of Graphene 3D Lab.
Pursuant to the SEA, the Company will acquire all of the issued and outstanding common shares of GLI by the issuance of up to 3.8 million common shares (the "Exchanged Shares") of the Company (representing approximately 8% of the then total issued shares) to the shareholders of GLI (the "Share Exchange"). A total of 345,500 Exchanged Shares will be issued at closing with a four month and a day hold restriction from the date of closing (the "Closing Date"), a further 600,000 Exchanged Shares will be issued at closing and made subject to automatic releases every 6 months over the next 36 months from the Closing Date. The balance of the 2,854,500 Exchanged Shares will be issued on the basis of one share for every $0.60 in cumulative cash flow generated from the operations of GLI over up to the next 5 fiscal years of the Company. 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.
Daniel Stolyarov, a director, President & CEO of the Company, and Elena Polyakova, a director and COO of the Company each currently own 7,161,212 common shares of the Company (representing 16.5% of the issued shares each). Upon completion of the SEA and assuming the issuance of all Exchanged Shares, Daniel Stolyarov will own an additional 1,689,250 common shares of the Company (or then hold a total of 8,850,462 shares, representing 18.8% of the total issued shares), and Elena Polyakova will own an additional 1,765,250 common shares of the Company (or then hold a total of 8,926,462 shares, representing 18.9% of the total issued shares), which they intend to hold for investment purposes.
There will be no change in the board of directors of the Company, but Elena Polyakova will be appointed the Co-CEO, together with Daniel Stolyarov, the current President & CEO of the Company.
Source: http://www.graphene3dlab.com/