Exhibit 99.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01- Entry Into a Material Definitive Agreement
On February 9, 2024, Graphene & Solar Technologies Limited (GSTX) entered into a non-binding Memorandum of Understanding (MOU) with American Solar Manufacturing Company, a Delaware Corporation. (ASMC) (GSTX and ASMC referred to hereinafter as the “Parties”).
The MOU outlines general terms and conditions for GSTX and ASMC to establish a Joint Venture Corporation (JVCO) to manufacture silicon wafers for supply to the solar industry. Under the terms of the MOU, GSTX will own 75% of the JVCO equity and ASMC will own 25% of the JVCO equity. GSTX will fund an initial $10M for working capital, and ASMC will provide world leading technical expertise and executive management to JVCO.
It is agreed that if negotiations become successful upon completing necessary due diligence and verifications, the parties would proceed accordingly with a definitive agreement within 60-days of signing the MOU.
ASMC specializes in providing a hands-on team of internationally recognized executives, senior managers, engineers and technologists, all leaders in their fields, to help build Semiconductor and PV supply chains.
Financial Item 9.01 -Financial Statements and Exhibits.
(a) Financial statements of business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Shell company transactions. Not applicable.
(d) Exhibits.
| Number | Description |
| XX.XX | Non-binding Memorandum of Understanding (MOU) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 9, 2024 | Graphene & Solar Technologies Limited | |
| By: | /s/ JASON MAY | |
| Name: | Jason May | |
| Title: | Chief Executive Officer and Director | |
Exhibit 99.1