Gratomic Inc. (TSXV:GRAT) entered into a definitive agreement to acquire remaining 37% stake in Gazania 242 Pty Ltd from Next Graphite, Inc. for $2.5 million on November 12, 2020. In consideration Gratomic will issue 19 million common shares and additional 2.3 million common shares. The Escrowed Shares will be subject to an 18-month escrow subject to a release of 1/3 of the original balance every 6 months, pro rata, and the Additional Shares will be subject to an 12-month escrow and shall be released from escrow, pro rata, on the Due Date.

Additionally, Gratomic has agreed to pay NextG $0.25 million from the first $1 million of net revenue generated from sales of graphite from the Aukam facility. As per the amendment agreement signed on January 25, 2021, the consideration to be paid to NextG by an additional 4.5 million common shares in the capital of Gratomic and a cash payment on closing of CAD 100,000 ($785,202). The Shares will be subject to an 18-month escrow subject to a release of 1/3 of the original balance every 6 months.

A total of 25.8 million common shares of the Company are issuable pursuant to the Agreement, as amended. In the event the $0.25 million is not paid in full by the 12-month anniversary of the closing, then any outstanding amount will be settled by the issuance to NextG common shares. Upon completion of the acquisition, Gratomic will hold 100% of Gazania.

On the closing of the Acquisition, Cliff Bream, President and Chief executive Officer of Next Graphite will be appointed to the Board of Directors of Gratomic, subject to TSXV approval. The transaction is subject to the fulfillment of certain conditions precedent as are customary for transactions of this size including the approval of the TSXV. As on March 19, 2021, it is anticipated that preconditions will be satisfied within the next several weeks and the transaction will close immediately thereafter.