18 March 2016
ASX Announcement – For immediate release
PAK to buy into leading advanced carbon technology and graphene specialist
The directors of Pacific American Coal Limited (“PAK”) are pleased to announce that PAK has entered into a Heads of Agreement (“HoA”) to become the largest shareholder in Imagine Intelligent Materials Pty Ltd (“Imagine IM”), a company that develops commercial applications for graphene and associated advanced carbon based materials (“Proposed Transaction”).

About Imagine IM
Imagine IM is the leading Australian developer of graphene-based coatings for industrial textiles and fibres. It was founded in 2014 by a group of scientists led by Chris Gilbey and Phil Aitchison, with a vision to create disruptive products and solutions that use graphene. Imagine IM has developed a licensing and certification model to ensure that participants in the supply chain are required to meet a set of standards of materials quality. Imagine IM is the first company in the world to develop conductive geomaterials using functionalised graphene.

About Graphene
Graphene is the first two dimensional material and is classed as a “super-material” offering extremely high electrical and thermal conductivity, hydrophobicity, strength, and impermeability to all gases. Graphene’s discoverers were awarded the Nobel Prize in 2010.

About Imagine IM’s Executive Team
Chris Gilbey is the CEO of Imagine IM. He has led businesses driven by monetizing intellectual property for over 35 years. As CEO of Lake Technology Limited (ASX), he led the company from being research-focused to becoming a product manufacturing and licensing business. This resulted in the company being acquired by Dolby Laboratories Inc. He joined Dolby and developed and executed a strategy to grow Dolby’s key licensing markets in consumer electronics in Korea, Japan and China.

This created a substantial increase in margin contribution in the next 24 months synchronous with Dolby’s IPO. After leaving Dolby he became Entrepreneur in Residence at the ARC Centre of Excellence for Electromaterials Science at the University of Wollongong. While there he developed a strategy to spin out a novel water splitting technology which led to the formation of Aquahydrex, which was funded by a US venture capital firm.

Prior to being involved in technology businesses, Chris Gilbey was an entrepreneur in the music industry, and was involved in launching the careers of a number of globally successful artistes including AC/DC, Keith Urban and InXs. He was awarded the Order of Australia for his services to the Australian music industry and charity. He is an Honorary Principal Fellow at the Sydney Business School.

Phil Aitchison is Head of R&D and Chief Operating Officer of Imagine IM. He is a research executive with over 20 years experience in applied materials science, intellectual property, manufacturing, licensing and technology commercialisation. His main fields of success have been in energy storage, notably lithium-ion batteries and supercapacitors where nano-materials and carbon composites play a key role. In 2014 Phil joined with Chris Gilbey to co-found Imagine IM. Prior to this Phil was Vice President of Research and Development at CAP-XX, an Australian supercapacitor developer and manufacturer, which gave the world the highest power supercapacitors, the value of which was recognised by the license to Murata of Japan, one of the world’s leading semiconductor manufacturers.

Previously, Phillip developed revolutionary lithium-ion battery technology and manufacturing processes at Pacific Lithium in New Zealand, technology that was acquired by 3M (USA). He has a Doctorate in Chemistry awarded jointly in 1998 by the University of Montpellier, France and Victoria University of Wellington, New Zealand. He is routinely invited to give international conference presentations in energy storage, nanotechnology and technology commercialisation. He is the author of a dozen patents, international scientific publications and has been a supervisor and mentor to dozens of students.

Proposed Transaction
The key terms of the HoA are as follows:

  • PAK will undertake an underwritten cash placement of 33 million new shares in PAK at an issue price of 4.8c, to raise $1.58m to sophisticated and professional investors (“PAK Placement”) to fund the Initial Acquisition and the costs of the underwritten placement.
  • PAK will initially acquire 833,000 shares in Imagine IM at an issue price of $1.50 per Imagine IM share, comprising 20% of the issued capital of Imagine IM (“Initial Acquisition”) in consideration for a cash payment of $1.25m.
  • The parties will enter into full form documents to document the terms of the transactions contemplated by the HoA.
  • Completion of the Initial Acquisition is subject to a number of conditions precedent, including the completion of due diligence to the satisfaction of the parties, the passing of such resolutions as may be necessary to give effect to the Proposed Transaction, including shareholder approval and the receipt of all necessary ASIC, ASX and other regulatory approvals.
  • PAK will be entitled to nominate a director to the board of Imagine IM on completion of the Initial Acquisition.
  • Following completion of the Initial Acquisition, PAK will acquire shares in Imagine IM, comprising a further 20% of Imagine IM, from Imagine IM’s existing shareholders (“Vendors”) in consideration for the issue of PAK shares to the Vendors (“Share Exchange”).
  • Upon completion of the Share Exchange, PAK will be entitled to nominate a second director to the board of Imagine IM.
  • Completion of the Initial Acquisition and the Share Exchange must occur on or before 30 June 2016.

A pdf version of this release is attached below.

PAK to buy into leading advanced carbon technology and graphene specialist.pdf