Gratomic Announces Amendment to Terms of Convertible Debentures and Further Debt Settlement

TORONTO, April 21, 2020 - Gratomic Inc. ("GRAT" or the "Company") (TSXV:GRAT)(FRANKFURT:CB81)(WKN:A143MR) wishes to announce that it has amended the terms of the Debenture Units announced in the Press Release issued April 8, 2020 in relation to its engagement of First Republic Capital Corporation ("First Republic") to act as its exclusive lead finder in respect of a non-brokered private placement to raise up to CAD $2,250,000 (the "Offering").

First Republic will act as exclusive lead finder on a commercially reasonable efforts basis to sell up to $1,500,000 aggregate principal amount of convertible debenture units ("Debenture Units") on the amended terms described herein. The Debenture Units will consist of up to 1,500 senior secured convertible debentures, with each Debenture Unit priced at $1,000 consisting of (a) one $1,000 face value convertible debenture, convertible at the option of the holder into common shares of the Company (a "Share") at $0.06 per Share for the first twelve (12) months from the closing of the Offering ("Closing Date"), and thereafter at $0.10 for a further six (6) months, which will bear interest at 10% per year, paid quarterly in cash, until maturity, being 18 months form the Closing Date (a "Debenture Certificate"); and (b) 8,333 share purchase warrants ("Debenture Warrants") with each Debenture Warrant entitling the holder to purchase one additional Share at an exercise price of $0.10 per Share for a period of 18 months from the Closing Date. See the April 8, 2020 Press Release for further details of the Offering.

The Company also wishes to announce that it will settle an aggregate of a further $149,606.75 of debt owed to arm's length parties, one director and two entities related to insiders of the Company for the issuance of 2,493,444 Shares of the Company at a price of $0.06 per share (the "Further Debt Settlement").

All securities issued pursuant to the Offering and the Further Debt Settlement are subject to a statutory hold period of four months and a day following the Closing Date.

Closing of the Offering is expected to occur on or before mid-May 2020. The Offering and Further Debt Settlement are subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.

The insider debt settlements 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 to be issued to insiders does not exceed 25% of its market capitalization.

About Gratomic Inc.

Gratomic 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. We have a Joint Venture collaborating with Perpetuus Carbon Technology, a leading European manufacturer of graphenes, to use Aukam graphite to manufacture graphene products for commercialization on an industrial scale. The Company is listed on the TSX Venture Exchange under the symbol GRAT.

For more information: visit the website at www.gratomic.ca or contact:
Arno Brand at abrand@gratomic.ca or 416 561-4095

"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).

SOURCE: Gratomic Inc.