An unknown buyer entered into a letter of intent (LOI) to acquire Graphex Technologies, LLC from Graphex Group Limited (SEHK:6128) on December 6, 2023. The pre-money enterprise value, net of liabilities, for Graphex Tech is anticipated to be between $100 and -$200 million but may vary subject to certain deliverables and market conditions at the time of closing of the transaction and post-transaction milestones. The consideration for the Acquisition will be paid by the Purchaser solely in shares of its common stock (?Consideration Shares?). The final consideration will be determined in the definitive agreement to be entered into by both parties after further negotiations. The definitive agreement is conditional upon the Acquisition being approved by shareholders at the general meetings of Graphex Group and the Purchaser, registration of the Consideration Shares and compliance with the Securities Act the Hong Kong Stock Exchange, the NASDAQ and NYSE. Graphex Group has agreed to negotiate with the Purchaser for at least 105 days and during such period will not seek an alternative transaction with a special purpose acquisition corporation that sells all or substantially all of the business of Graphex Tech. However, there can be no assurance that the Acquisition will be completed on acceptable terms or at all. The parties will work to close the Acquisition in the first half of 2024.

Upon the completion of the Acquisition, Graphex Group intends to distribute the Consideration Shares to all its shareholders on a pro rata basis. It is further expected that a new, independent Board of Directors will be strategically selected and that Graphex Tech?s Chief Executive Officer John DeMaio, will continue to lead the new public company after the completion of the Acquisition.