Getting Graphene to Canada
The upcoming qualifying transaction by Oriana Resources Corp., a capital pool company that raised $300,000 in its initial public offering last October, represents one of the more unusual reverse takeovers in recent times.
It’s different from the norm — which for reverse takeovers is rather broad — because the target, Graphene Lighting PLC, is a U.K.-based technology transfer company associated with the University of Manchester.
And it’s unusual because the planned board of directors — it’s planned because the two parties only signed a letter of intent this week — contains Nobel Prize winner, Andre Geim. The Soviet-born Dutch-British physicist — who is also a knight — won the Nobel Prize for Physics in 2010.
And the transaction is unusual because Oriana Resources has two targets: the announced deal with Graphene Lighting; and an option to purchase Lumeneering Innovations. That option to acquire the LED lighting company runs until year’s end. Lumeneering works with public utilities to upgrade existing lighting systems with LED lighting solutions.
And it’s unusual because until this week Oriana Resources was all set to do its qualifying transaction with MLM1 Corp., the company that did business as The Madcap Learning Adventure. Mid-week it announced that deal was off.
The penultimate unusual feature about the reverse takeover transaction is that the material, grapheme, is new: it’s only been around since 2004 when Professor Geim, and his Ph.D. student Konstantin Novoselo (who also won the Nobel Prize for Physics in 2010) discovered it.
Graphene has been defined as “a thin layer of pure carbon; it is a single, tightly packed layer of carbon atoms bonded together in a hexagonal honeycomb lattice.” It is also been described as the “thinnest compound known to man,” and is 150 times “stronger than an equivalent weight of steel.”
And research into the material is well underway. This year the University of Manchester set up The National Graphene Institute, with £61 million in funding.
How it came to Canada is the final unusual feature about the upcoming takeover. It started in mid 2014 when John McMahon, an investment banker with Industrial Alliance Securities became aware of graphene as a result of sponsoring Graphene 3D Lab for listing on the TSX-Venture Exchange. “That sponsorship got me interested in graphene,” said McMahon, who then contacted the University of Manchester.
In mid-October he visited Manchester, met the key people and developed an understanding of the situation. On a subsequent visit he focused his attention on BGT Materials Ltd., a joint venture “dedicated to the development of graphene technologies.”
McMahon was interested in BGT’s lighting products, which, he says, were the “most advanced. They had commercialized some technology for LED lighting using graphene.”
McMahon’s proposal — to spin the lighting products including the patents — into a separate entity, to find a manufacturer and to raise capital was accepted. So far $3.25 million was raised with another $5 million to be raised over the next two months.
“It was a big win for us,” he said because U.K. investment bankers were also in pursuit.
Bill Neill, Graphene Lighting’s chief executive, said lots of praise should be given to Prof. Colin Bailey, the university’s deputy vice-chancellor and the company’s chairman. “The university’s management team was forward thinking and deserve lots of credit,” he said.