Gratomic Announces Non-Brokered Private Placement

TORONTO, Nov. 16, 2018 - Gratomic Inc. (“GRAT” or the “Company”) (TSX-V: GRAT) (FRANKFURT:CB81, WKN:A143MR) is pleased to announce the offering of a non-brokered private placement of up to 10,000,000 working capital units (the “WC Unit”) for up to $1,000,000 (the “Offering”).

Each WC Unit is priced at $0.10 and consists of one (1) common share and one (1) common share purchase warrant (“WC Warrant”). Each WC Warrant entitles the holder to purchase one (1) common share (a “WC Warrant Share”) at a price of $0.20 per WC Warrant Share until the earlier of: (i) three (3) years following the Closing of the Offering; and (ii) in the event that the closing price of the Common Shares on the TSX Venture Exchange is at least $0.30 for ten (10) consecutive trading days, and the 10th trading day (the “Final Trading Day”) is at least four (4) months from the Closing Date, the date which is thirty (30) days from the Final Trading Day.

Eligible Finders may receive 5% of the value of proceeds of the sale of WC Units in cash and 5% of the number of WC Units sold in the form of broker warrants (the “Selling Commission”). Each broker warrant (a “Broker Warrant”) issued in respect of the sale of WC Units entitles the holder to acquire one (1) common share of the Company at $0.10 for a period of three (3) years from the Closing of the Offering. The Company has agreed to pay First Republic Capital Corporation (“First Republic”) a corporate finance fee equal to 2% of the gross proceeds of the Offering and issue to First Republic corporate finance Broker Warrants equal to 2% of the aggregate number of WC Units as consideration for waiving its right of first refusal in respect of the Offering. First Republic will have the right to place up to $500,000 of the Offering with its clients and will receive a Selling Commission in respect of any WC Units placed.

The Company expects to close the Offering on or before November 29, 2018, or such other date as is agreed between the Company and the subscribers. All securities issued under the Offering are subject to a statutory four month hold period.

Insiders of the Company may subscribe for up to 25% of the Offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company which may be issued to the insiders does not exceed 25% of its market capitalization.

About Gratomic Inc.

Gratomic Inc. 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.

For more information: visit the website at www.gratomic.ca or contact: Arno Brand, Co-CEO +1 416-561-4095 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).