Graphene Nanochem Regulatory News (GRPH)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

This announcement is not an admission document. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company or securities in any other entity nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the final admission document dated 8 March 2013 and published by the Company (the "Admission Document"). A copy of the Admission Document is available on the Company's website, www.graphenenanochem.com.

Graphene NanoChem plc

("Graphene NanoChem" or the "Company")

Trading Update

26 March 2013

Graphene NanoChem, the nanotechnology and advanced materials company is pleased to announce a trading update ahead of its preliminary results for the financial year ended 31 December 2012 (the "Preliminary Results").

Highlights

·; Completion of placing raising £32.5 million before expenses

·; Completion of the reverse takeover of Platinum NanoChem Sdn. Bhd.

·; New contract with a tier-1 oil and gas major for supply of PlatClear into the EU for 2014

·; Expansion of speciality chemicals plant expected to commence in April 2013

·; Supply of graphene-enhanced PlatDrill to Scomi Group expected in July 2013

Current Trading and Outlook for the Enlarged Group

The Company announced today the successful completion of the placing raising £32.5 million before expenses (the "Placing"), the completion of the reverse takeover of Platinum NanoChem Sdn. Bhd. ("Platinum NanoChem") (the "Acquisition") and the change of name of the Company from Biofutures International plc ("Biofutures") to Graphene NanoChem. The Company and its subsidiaries following the Acquisition (the "Enlarged Group") intend to use the net proceeds of the Placing to:

·; Increase the capacity of the Enlarged Group's existing speciality chemicals plant;

·; Increase the capacity of the Enlarged Group's existing advanced nanomaterials plant to 250 tonnes per annum;

·; Fund technology commercialisation and graphene applications development efforts;

·; Increase the size and breadth of the Enlarged Group's intellectual property portfolio;

·; Support development of joint venture initiatives; and

·; Fund the Company's general working capital requirements.

Following today's completion, the Enlarged Group expects to draw down on its new £7.1 million revolving working capital facility from Malaysia Debt Ventures Berhad. Following the receipt of funds, the Enlarged Group will increase production at the Enlarged Group's speciality chemicals plant to full capacity, producing its PlatAmber and PlatClear second-generation biofuels from palm oil industry waste. These products are sold into the domestic and European markets through the Enlarged Group's existing customers, Chevron and Shell. Expanding on the existing sales of PlatClear into the EU, on 24 March 2013, the Enlarged Group shipped its first supply to a tier-1 oil and gas major in the EU under its 2013 contract. On 14 March 2013, the Enlarged Group also executed a new contract with the tier-1 oil and gas major for the supply of PlatClear into the EU for 2014.

Graphene NanoChem is finalising the award of various contracts for the graphene plant expansion and the planned capacity increase of the Enlarged Group's specialty chemicals plant and expects that work will begin in April 2013.

Following recent improvements in the taxation regime for the Malaysian palm oil refining industry, Graphene NanoChem intends to recommence refining operations at the crude palm oil refinery operated by its subsidiary, Zurex Corporation Sdn. Bhd. ("Zurex") in East Malaysia. Discussions have begun with both local feedstock suppliers and with Bank Rakyat, Zurex's existing bankers, with regard to obtaining a working capital facility appropriate to the refinery's capacity.

The Company looks forward to updating the market with further progress in the near term.

Year ended 31 December 2012

The Preliminary Results will relate to the business of Biofutures before the completion of the Acquisition, which comprises approximately 7.2 per cent. of the Enlarged Group's business. The Company expects to announce the Preliminary Results in early June 2013.

The Malaysian refining industry went through a pronounced slump in 2012, partly attributed to new government policies in Indonesia (since 1 October 2011), which provided Indonesian-based downstream players with relatively cheap crude palm oil at costs that rendered Malaysian-based independent refiners uncompetitive and operating on negative margins for each tonne of crude palm oil refined. This pressure, coupled with lower demand from Europe in 2012, led to reduced plant utilisation and negative refining margins for many Malaysian refiners, including Zurex.

In 2012, the utilisation of the Zurex refinery was limited to less than five per cent. Consequently Biofutures' revenues for the year were not significant and the loss from operations was substantially greater than management's expectations. This situation was one of the principal drivers for Biofutures' decision to seek alternative higher-margin business through the successful acquisition of Platinum NanoChem. The Acquisition valued Biofutures at £11.7 million and consequently the directors of Graphene NanoChem expect to write down the Biofutures intangible assets to a commensurate level in the Preliminary Results.

For further information:

Important notice

This announcement does not constitute an offer to sell or the solicitation of an offer to buy shares in the Company in any jurisdiction. Any such offer, if made, is being made pursuant to the Admission Document.

This announcement (or any part of it) is not to be distributed, reproduced, passed on, or the contents otherwise divulged, directly or indirectly, in or into the United States of America, Canada, Australia, the Republic of South Africa, Japan, or in any country, territory or possession where to do so may contravene local securities laws or regulations. Any failure to comply with the above restrictions may constitute a violation of the securities laws of any such jurisdiction.

The shares in the Company have not been nor will be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities legislation of any state of the United States of America, and may not be offered or sold in the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws. The shares in the Company have not been nor will be registered under the relevant securities laws of Canada, Australia, the Republic of South Africa or Japan. There will be no offering of shares in the Company in or into the United States of America, Canada, Australia, the Republic of South Africa or Japan or in any country, territory or possession where to do so may contravene local securities laws or regulations.

Panmure Gordon, which is authorised and regulated in the United Kingdom in the conduct of investment business by the Financial Services Authority, is acting as nominated adviser to the Company with effect from the re-admission of the Company's share capital to trading on the AIM market operated by the London Stock Exchange plc, broker to the Company in connection with the Proposals and as sole bookrunner to the Company in connection with the Placing and will be acting for no one else in connection with the matters described herein. Panmure Gordon will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon or for advising any other person on the contents of this announcement or the Proposals. No representation or warranty, express or implied, is made by Panmure Gordon as to the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued). Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by the Financial Services and Markets Act 2000 (as amended), no liability whatsoever is accepted by Panmure Gordon for the accuracy of any information or opinions contained in this announcement or for the omission of any material information for which it is not responsible. Panmure Gordon's responsibilities as the nominated adviser under the AIM Rules are owed solely to the London Stock Exchange plc and are not owed to the Company or to any director of the Company or to any other person in respect of their decision to acquire shares in the Company in reliance on any part of this announcement. Panmure Gordon is not making any representation or warranty, express or implied, as to the contents of this announcement.

This announcement includes "forward-looking statements", which include all statements other than statements of historical facts including, without limitation, those regarding the Enlarged Group's financial position, business strategy, plans and objectives of management for future operations and any statements preceded by, followed by or that include forward-looking terminology such as the words "targets", "plan", "project", "believes", "estimates", "aims", "intends", "can", "may", "expects", "forecasts", "anticipates", "would", "should", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Enlarged Group's control that could cause the actual results, performance or achievements of the Enlarged Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Enlarged Group's present and future business strategies and the environment in which the Enlarged Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Enlarged Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions in relation to any forward-looking statements contained herein to reflect any change in the Enlarged Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, the events described in the forward-looking statements in this announcement may not occur.