Graphex Group receives unsolicited preliminary offer for Graphex Technologies

Graphex Group Limited, together with its wholly owned U.S. subsidiary, Graphex Technologies, LLC, announced that it has entered into a Letter of Intent with an independent NASDAQ-listed blank check company, pursuant to which the Purchaser proposes to acquire 100% of the equity interest of Graphex Tech, which is held by Graphex Group. The pre-money enterprise value, net of liabilities, for Graphex Tech is anticipated to be between $100M-$200M 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. 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. The specific rights and obligations of both parties under the Acquisition are subject to the terms and conditions to be finalized in definitive agreements. The parties will work to close the Acquisition in the first half of 2024 and 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.