Graphene Nanochem Regulatory News (GRPH)

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Graphene NanoChem Plc (formerly Biofutures International Plc ("Biofutures" or "the Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Academy House

London Road

Camberley

Surrey

GU15 3HL

COUNTRY OF INCORPORATION:

England & Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.biofuturesplc.com until Admission, www.graphenenanochem.com thereafter

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Biofutures is the parent company of Zurex Corporation Sdn. Bhd. ("Zurex"), a company incorporated in Malaysia. Zurex owns and operates a 200,000 metric tones per annum palm oil refinery in Lahad Datu, Sabah, Malaysia and has a licence to manufacture biodiesel from palm oil. Zurex's refinery sits on a 14 acre plot of land in POIC Lahad Datu, Sabah, Malaysia. POIC is an entity set up and owned by the State Government of Sabah, Malaysia to spearhead palm oil downstream processing in order to add value to its growing oil palm industry and to create more jobs and business opportunities. Biofutures was admitted to trading on AIM in 2006.

On 10 December 2012, the Company announced that it had entered into a conditional agreement to acquire Platinum NanoChem Sdn. Bhd. ("Platinum NanoChem") which constitutes a reverse takeover under Rule 14 of the AIM Rules and is therefore conditional, inter alia, upon the approval of Shareholders at a General Meeting expected to be held on 25 March 2013. Following Admission, the merger of Biofutures and Platinum will result in an enlarged integrated business. The enlarged group is expected to be named Graphene NanoChem Plc.

Platinum is a privately held global nanotechnology company whose business model is to design, formulate, manufacture and market a range of speciality chemicals and advanced materials (including products enhanced by a range of graphitic nanomaterials ("Graphene") which Platinum produces) that demonstrate improved performance characteristics when compared to existing products within the chemicals and materials markets. It has a revenue-generating range of high quality chemical products derived from readily available low-cost wastes from the palm oil industry, alongside an active commercialisation strategy for niche opportunities within the global market for Graphene applications. Its existing portfolio and pipeline of products are based on two core nanotechnology platforms which are protected by a network of patent families, licences and specialist knowledge.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

116,536,536 ordinary shares of 20 pence each, following a proposed consolidation of the existing issued ordinary shares of 1 pence each on a one for twenty basis

Placing Price: 140 pence

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

£32.5 million to be raised on Admission

Market capitalisation of the Company at the Placing Price at Admission £163.2 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

73.56%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors:

Dr "Joe" Wong Kai Fatt - Chief Executive Officer, Proposed Executive Director

Dr Patrick Dennis Howes - Non-executive Chairman, Proposed Non-executive Director

David John Long - Non-executive Director

Proposed Directors:

Tan Sri Abi Musa - Proposed Non-executive Chairman

Dato' Larry Gan - Proposed Non-executive Director

Alan Cleverly OBE - Proposed Non-executive Director

Dato' Jespal Deol - Proposed Chief Executive Officer

Sushil Sidhu - Proposed Chief Financial Officer

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before admission:

After admission:

(1) Dato' Foong Choong Heng's interest comprises 7,913,754 Consolidated Ordinary Shares held directly, and 9,181,857 Consolidated Ordinary Shares held by Rampai Teknologi Sdn. Bhd., which is beneficially owned by him and his family.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 November 2012 (in relation to the Platinum Group)

(iii) Next three results to be published:

(a) Annual results for the year ended 31 December 2012 by 30 June 2013

(b) Interim results for the 6 months ended 30 June 2013 by 30 September 2013

(c) Annual results for the year ended 31 December 2013 by 30 June 2014

EXPECTED ADMISSION DATE:

26 March 2013

NAME AND ADDRESS OF NOMINATED ADVISER:

Before Admission:

Daniel Stewart & Company plc

Becket House

36 Old Jewry

London

EC2R 8DD

After Admission:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

NAME AND ADDRESS OF BROKER:

Panmure Gordon (UK) Limited

One New Change

London

EC4M 9AF

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details of the applicant and the admission of its securities will be available at the Company's website, www.biofuturesplc.com (until Admission) or www.graphenenanochem.com (after Admission)

DATE OF NOTIFICATION:

11 March 2013

NEW/ UPDATE:

NEW