Toronto, Ontario--(Newsfile Corp. - February 12, 2025) - Black Swan Graphene Inc. (TSXV: SWAN) (OTCQB: BSWGF) (FSE: R96) ("Black Swan" or the "Company") is pleased to announce that, further to its news release dated February 5, 2025 and following Black Swan's 8:1 share consolidation effective February 10, 2025, it has closed its non-brokered private placement of units (each, a "Unit") of the Company at a price of $0.50 per Unit for gross aggregate proceeds of $6,000,000 (the "Offering").
Each Unit is comprised of one common share (each, a "Share") in the capital of the Company and one-half of one transferable share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional Share (each, a "Warrant Share") at a price of $1.00 per Warrant Share for a period of eighteen (18) months following the date of closing of the Offering (the "Closing"), expiring August 11, 2026.
Capacity Expansion and Corporate Positioning
Simon Marcotte, President and Chief Executive Officer, commented: "I am very pleased to welcome an extremely strong group of international investors as well as to thank our existing investors for their support in this financing. I believe Black Swan is poised to deliver on its plan for commercialisation and growth over the course of 2025.
This financing enables us to accelerate our expansion, scale production, and expand our sales team to drive global commercialization of our graphene-enhanced solutions. The potential of our graphene in industrial applications, notably our Graphene Enhanced Masterbatch ("GEM") in the plastics and polymer sector, combined with our partnerships in the concrete/cement sector, positions us to lead the industry in material innovation.
Building on a series of successful agreements, partnerships, and ongoing discussions with potential clients, the Company plans to use a portion the proceeds from the Offering to acquire and install additional equipment at our facility at Consett, United Kingdom. This expansion will significantly boost production capacity from approximately 30-40 tonnes per year to an impressive 140 tonnes annually, enabling the Company to meet expected increasing market demand while continuing to support customer-driven development initiatives with plant capacity. Additionally, the funds will be allocated toward expanding the direct sales and operations teams to drive global sales efforts and support increased production and general corporate activities.
As demand continues to rise and partnerships grow, the Company is well-positioned to establish itself as a global leader in graphene-enhanced materials. I look forward to updating shareholders on key advancements in our commercial initiatives, including new strategic partnerships and market opportunities that will further strengthen our industry leadership over the coming months".
Details of the Offering
All securities issued in connection with the Offering are subject to a statutory 4-month hold period expiring June 12, 2025. The Company now has 49,716,260 shares and 6,000,000 Warrants issued and outstanding.
Three insiders of the Company (collectively, the "Insiders") participated in the Offering subscribing for an aggregate of 2,230,000 Units for aggregate gross proceeds of $1,115,000. Accordingly, the Insiders' subscriptions constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of the Units to the Insiders was exempt from the valuation requirement of MI 61- 101 by virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the related parties does not exceed twenty-five percent of the Company's market capitalization. Cash Finder's fees of $17,500 were paid to an eligible finder in connection with the Offering.
None of the securities sold in connection with the Financing will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Black Swan Graphene Inc.
Black Swan is focused on the large-scale production and commercialization of patented high-performance and low-cost graphene products aimed at several volume driven industrial sectors, including concrete, polymers, and others. Black Swan's graphene processing technology was developed by Thomas Swan & Co. Ltd. ("Thomas Swan") over the last decade. Thomas Swan is a United Kingdom-based global chemicals manufacturer with a century-long track record and a reputation for being at the forefront of advanced materials and graphene innovation. Since 2024, Black Swan has launched 7 commercially available Graphene Enhanced Masterbatch (GEM) polymer products which are currently being tested by several international clients.
Black Swan Graphene Inc. on behalf of the Board of Directors
Simon Marcotte, CFA, President & Chief Executive Officer
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future including, without limitation, the expectations of management regarding the use of proceeds of the Offering and the receipt of final approval form the TSXV for the closing of the Offering. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that market fundamentals will support the business of the Company as well as in relation to the Offering and Closing thereof. Other factors may also adversely affect the future results or performance of the Company, including general economic, market or business conditions, changes in the financial markets and in the demand for graphene and graphene products, changes in laws, regulations and policies affecting the graphene industry. The ongoing labour shortages, inflationary pressures, fluctuations in interest rates, the global financial climate and the conflicts in Ukraine and Palestine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company's operating performance, financial position, and future prospects. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The Company does not undertake any obligation to update such forward‐looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.
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