Black Swan Graphene Provides Corporate Updates, Including Approval of Omnibus Equity Incentive Plan, Grant of Stock Options and Restricted Share Units, Debt Settlement at $0.21 per Share and Market Making and Investor Awareness Agreements

TORONTO, Feb. 17, 2023 /CNW/ – Black Swan Graphene Inc. ("Black Swan" or the "Company") (TSXV: SWAN) (OTCQB: BSWGF) is pleased to announce that, subject to TSX Venture Exchange ("TSXV") approval, it has proceeded with the corporate actions detailed herein.

Annual General Meeting ("AGM").   At the Company’s AGM held on November 25th, 2022, shareholders elected Messrs. Simon Marcotte (President and Chief Executive Officer), Peter Damouni (Executive Director), Harry Swan (Non-Executive Chairman), Michael Edwards (Chief Operating Officer),  David Deak, Roy McDowall, and Brad Humphrey to the Board of Directors.

Shareholders also approved the Company’s Omnibus Equity Incentive Plan and the grant of 15,175,000 stock options and 7,875,000 restricted share units ("RSUs") under the Omnibus Equity Incentive Plan to the directors and officers of the Company. The Company has just filed its Omnibus Equity Plan with the TSXV for approval. For the sake of clarity, the above stock options and RSUs are not new securities being granted, but the same securities detailed and discussed throughout the Company’s Filing Statement dated July 29, 2022, and available on SEDAR.

Mr. Humphrey was granted 350,000 stock options exercisable at a price of $0.15 per share for a period of five years from their date of grant effective upon his election to the Board of Directors. These options are subject to vesting as to one third immediately upon grant and one third on each of the first and second anniversary of the grant.

Debt Settlement.   The Company has entered into two debt settlement agreements dated February 10, 2023, under which it has agreed to settle $298,320 of debt currently owed to the creditors at a deemed price of $0.21 per share resulting in the issuance of 1,420,571 common shares (the "Debt Settlement").

Closing of the Debt Settlement is subject to customary closing conditions including receipt of TSX Venture Exchange approval. The Company has filed a Form 4E with the TSXV to seek acceptance to the Debt Settlement.

The Shares issued under the Debt Settlement will be subject to a hold period of 4 months and one day from their date of issuance.

Market Making and Investor Awareness Agreements.

The Company has engaged Independent Trading Group ("ITG"), a Toronto based IIROC dealer-member to assist with market making activities. ITG is Canada’s only brokerage firm dedicated specifically to professional trading. As Canada’s foremost market making firm, ITG provides market making and liquidity provider services that are objective and focused. ITG employs real traders and provides real liquidity, with an underlying emphasis on integrity and success. The Company has agreed to pay ITG a fee of $5,000 per month for the duration of the contract, with an initial term of three months, followed by consecutive one-month terms unless cancelled by either party on 30 days notice.

The Company has also engaged MIC Market Information & Content Publishing GmbH to provide investor awareness services ("MIC"). MIC operates from Germany under the direction of Mr. Christian Pohl and will be compensated by a fee of fifteen percent (15%) of the media budget allocated by the Company as part of the agreement with MIC.  The Company has previously filed a Form 3C with the TSXV in respect of this market awareness program. MIC has not provided any services under this arrangement to date, however the Company expects to activate a market awareness program shortly.

About Black Swan Graphene Inc.

Black Swan Graphene Inc. is focused on the large-scale production and commercialization of patented high-performance and low-cost graphene products aimed at several industrial sectors, including concrete, polymers, Li-ion batteries, and others, which are expected to require large volumes of graphene. Black Swan aims to leverage the low cost and green hydroelectricity of the province of Québec as well as the proximity of the eventual graphite production sites of the province in order to establish a fully integrated supply chain, reduce overall costs, and accelerate the deployment of graphene usage. 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 has been at the forefront of graphene innovation.

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Black Swan Graphene Inc. on behalf of the Board of Directors

Simon Marcotte, CFA, President & Chief Executive Office

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 Information

The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to the TSXV listing, risk related to the failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with the industry; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in development activities or the completion of feasibility studies; the uncertainty of profitability; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of a scoping and feasibility studies, and the possibility that future results will not be consistent with the Company’s expectations; risks related to commodity prices fluctuations; and other risks and uncertainties related to the Company’s prospects, properties and business detailed elsewhere in the Company’s disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances, except in accordance with applicable securities laws. Actual events or results could differ materially from the Company’s expectations or projections.

SOURCE Black Swan Graphene Inc