Vancouver, British Columbia--(Newsfile Corp. - June 26, 2026) - Graphano Energy Ltd. (TSXV: GEL) (FSE: 97G0) ("Graphano" or the "Company") is pleased to announce a binding memorandum of understanding (the "MOU") with 3D Genesis Technologies ("3D Genesis") to fund and earn an equity interest in a breakthrough metal additive manufacturing system known as APIC (the "Technology"), in which graphite plays a central enabling role. The arrangement extends Graphano's graphite strategy beyond resource development into vertical integration with high-value downstream application, positioning the Company at the intersection of critical minerals and advanced manufacturing.
"This arrangement reflects Graphano's strategy of building value around graphite, not only as a critical battery material, but also as an enabling material for advanced manufacturing," said Luisa Moreno, Chief Executive Officer of Graphano. "APIC has already advanced to the prototype stage, and the planned program is designed to move the technology toward an integrated, independently validated system. By combining staged funding with technical milestones, we can support a potentially transformative manufacturing platform while maintaining financial discipline and protecting shareholder value. We see this as a logical extension of Graphano's graphite strategy by vertically integrating into high-value advanced manufacturing applications."
The Transaction
The MOU contemplates that Graphano will invest up to $800,000 in cash and issue up to an aggregate of 2,000,000 common shares in its capital ("Shares" and, each, a "Share") as consideration in order to earn up to a 39% interest in a newly formed company ("JVCo") holding the Technology and the related international patent application (the "Transaction"). The cash and Share payments are to be released in four earn-in stages, pursuant to independently verified milestones in order to align the Company's investment with demonstrated progress.
The initial cash payment of $125,000 to be released during the first stage of the joint venture is to fund preliminary intellectual property protection and begin procurement of priority items and long lead equipment. The subsequent three stages call for the balance of the cash payment to be made as well as the issuance of the Shares as milestones are satisfied. The Shares are to be split between the current owners of the Technology and cash is to be applied solely to development of the Technology. Graphano is not obligated to provide further funding if a milestone is not met, and retains the equity earned from completed stages.