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Dragonfly and Black Swan Graphene Enter into Definitive Agreement for Business Combination

Vancouver, British Columbia--(Newsfile Corp. - January 27, 2022) - Dragonfly Capital Corp. (TSXV: DRC.H) ("Dragonfly" or the "Company") is pleased to announce that, further to its news release dated December 16, 2021, the Company and Black Swan Graphene Inc. ("Black Swan"), a private Ontario company, and the shareholders of Black Swan (collectively, the "Black Swan Shareholders") have entered into a share exchange agreement dated effective as of January 17, 2022 (the "Share Exchange Agreement"), pursuant to which Dragonfly will acquire all of the issued and outstanding common shares (each, a "Black Swan Share") of Black Swan and grant certain options (each, a "Replacement Option") of the Company in exchange for those outstanding options (each, a "Black Swan Option") of Black Swan (the "Transaction"). In connection with the Transaction, the Company and Black Swan intends to complete a concurrent equity financing with minimum gross proceeds of $5,000,000 (the "Subscription Receipt Financing").

The Transaction is subject to the approval of the TSX Venture Exchange ("TSXV") and is intended to constitute the Company's Qualifying Transaction as defined in TSXV Policy 2.4 - Capital Pool Companies ("Policy 2.4"). Subject to TSXV approval, the common shares (each, a "Resulting Issuer Share") of the Resulting Issuer will trade on the Exchange, under the symbol "SWAN", and the business of the Resulting Issuer will be the business of Black Swan. It is expected that the Resulting Issuer will be listed on the Exchange as a Tier 2 Industrial Issuer under the name "Black Swan Graphene Inc." or such other name as mutually agreed to by the parties.

Black Swan Graphene Inc.

Black Swan is a private graphene processing technology (the "Graphene Technology") company headquartered in Toronto, Ontario. Black Swan recently purchased strategic assets related to the patented Graphene Technology from Thomas Swan & Co. Limited ("Thomas Swan"), a leading United Kingdom based specialty chemical company founded in 1926 exporting today to over 80 countries.

For more information on Black Swan and its business, please see the Company's news release dated December 16, 2021 available on SEDAR. A summary of Black Swan's financial information will be included in a subsequent press release once such financial information has been obtained by the Company. It is anticipated that Black Swan will provide audited financial statements in due course. For more information, please see Mason Graphite's news releases dated July 26, September 2, September 15, September 20, and October 7, 2021 available on SEDAR.