October 17, 2019, TORONTO, ON – Gratomic Inc. (“Gratomic” or the “Company”) (TSX-V: GRAT) (CB81–FRANKFURT) a vertically integrated graphite to graphenes, advanced materials development company announces that it has signed an agreement with Todaq Star Program Phase 1 Corp. (“Todaq”), a subsidiary of TODAQ Holdings Inc. (“TODAQ Holdings”), to supply Todaq with an aggregate of US$25,000,000 of graphite from its Aukam project in Namibia over approximately 39 months (the “Supply Agreement”). The initial order will be for 600 tonnes of graphite valued at US$3,000,000 payable in TODA Notes (“TDN”), a digital asset created as a medium for exchange and store of value, at a price of US$0.10 per TDN for an aggregate of 30 million TDN. The initial 600 tonnes of graphite are to be delivered within 90 days. Thereafter, Todaq will order an additional 600 tonnes of graphite on the same terms 30 days and 60 days after the initial order for an aggregate initial purchase of 1800 tonnes of graphite for US$9,000,000 in consideration for the issuance of an aggregate of 90 million TDN. Thereafter, Todaq will place monthly orders with a value of US$484,848.49 based upon the applicable purchase price for graphite at the time and the applicable exchange rate between US$ and TDN. No mineral resources, let alone mineral reserves demonstrating economic viability and technical feasibility, have been delineated on the Aukam Property. The Company is not in a position to demonstrate or disclose any capital and/or operating costs that may be associated with satisfying the terms of the Todaq Supply Agreement.

The graphite is being purchased by Todaq to sit in reserve as a backstop to underpin the value of deployed TDN. The TDN will allow for cryptographic ownership and tracking of commodities as they are processed and traded. The price of TDN was negotiated between the parties in respect of the first 1800 tonnes of graphite. Thereafter, the price of TDN will be based on the market price for TDN for the month in which subsequent orders are placed by Todaq. The price per tonne for graphite was negotiated between the parties and is fixed for the first 1800 tonnes. Thereafter, the price per tonne will be based on the price at which the Company sells similar product to third parties. Although Sheldon Inwentash, Co-CEO of the Company, acts as an advisor to TODAQ Holdings, the Supply Agreement was negotiated on an arm’s-length basis between Gratomic and Todaq without any involvement by Mr. Inwentash, and Gratomic is at arm’s length to Todaq and TODAQ Holdings.

The initial 1800 tonnes of graphite will be processed through the Company’s pilot processing plant. The Supply Agreement provides that the graphite to be delivered will comprise 95% carbon, contain no more than 0.5% moisture content and will be sized at 173 µm (0.173 mm) or less. Gratomic is in the process of finalizing and fine-tuning its commercial scale graphite processing plant referred to in the Company’s Press Release dated May 3, 2019. 

Gratomic Executive Chairman and Co-CEO, Sheldon Inwentash commented, “Building our long-term treasury and creating secure digital ownership of commodities that can carry an immutable history of its quality, amount, handling, testing and custody, and which can move without friction through manufacturing chains or on trading platforms is where we need to be.  As we move to production, this acquisition program creates the foundation to start that focused work”

Gratomic wishes to emphasize that Supply Agreement is conditional on Gratomic being able to bring the Aukam project into a production phase, and for any graphite being produced to meet certain technical and mineralization requirements.

Gratomic continues to move its business towards production and as part of its business plan, expects to obtain a National Instrument 43-101 Standards of Disclosure for Mineral Projects technical report to help it ascertain the economics of Aukam.

Presently the Company uses its existing pilot processing facility to produce certain amounts of graphite concentrate from accumulated surface graphite.

Risk Factors

The Company advises that it has not based its production decision on even the existence of mineral resources let alone on a feasibility study of mineral reserves, demonstrating economic and technical viability, and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit.

The Supply Agreement provides that if Gratomic is unable to deliver graphite in accordance with the orders from Todaq, Todaq has the right to refuse to take any subsequent attempt to fulfil the order, terminate the agreement immediately, obtain substitute product from another supplier and recover from the Company any costs and expenses incurred in obtaining such substitute product or suing for damages under the contract.

Historically, such projects have a much higher risk of economic and technical failure. There is no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved.

Failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations. Failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability.

Steve Gray, P.Geo. has reviewed, prepared and approved the scientific and technical information in this press release and is Gratomic Inc’s “Qualified Person” as defined by National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

About Gratomic Inc.

Gratomic is an advanced materials company focused on mine to market commercialization of graphite products most notably high value graphene based components for a range of mass market products. We are collaborating with a leading European manufacturer of graphenes to use Aukam graphite to manufacture graphene products for commercialization on an industrial scale. The company is listed on the TSX Venture Exchange under the symbol GRAT. 

For more information: visit the website at www.gratomic.ca or contact:

Arno Brand, Co-CEO, +1 416-561-4095     

E-mail inquiries: abrand@gratomic.ca 

“Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.”

FORWARD LOOKING STATEMENTS: This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions.  Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward-looking statements are neither promises nor guarantees and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com).