Dragonfly completes QT, changes name to Black Swan

Mr. Paul Hardy reports

BLACK SWAN GRAPHENE ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Black Swan Graphene Inc. (formerly Dragonfly Capital Corp.) has closed its previously announced qualifying transaction (as such term is defined in TSX Venture Exchange Policy 2.4 — Capital Pool Companies) with Black Swan Graphene Inc. (PrivCo), a private Ontario company, pursuant to the terms of a share exchange agreement dated Jan. 17, 2022, as amended, with PrivCo and the shareholders of PrivCo. In connection with the transaction, the company changed its name from Dragonfly Capital Corp. to Black Swan Graphene Inc.

The Transaction was completed by way of share exchange whereby the Company acquired all of the outstanding common shares in the capital of PrivCo (each, a “PrivCo Share”) from the shareholders of PrivCo (collectively, the “PrivCo Shareholders”) in consideration for the issuance of an aggregate 210,230,343 common shares (each, a “Common Share”) in the capital of the Company to the PrivCo Shareholders, at a deemed price of $0.15 per Share. In addition, the 1,225,000 options to purchase PrivCo Shares (each, a “PrivCo Option”) which were outstanding immediately prior to closing of the Transaction were cancelled and the holders thereof were granted an aggregate of 15,175,000 options to purchase Common Shares (each, an “Option”) and 7,875,000 restricted share units (each, a “RSU”) of the Company, under the terms of an omnibus equity incentive plan which was adopted by the board of directors of the Company immediately after closing the Transaction.

Following the closing of the Transaction, the Company has an aggregate of 283,938,008 Common Shares, 15,175,000 Options and 7,875,000 RSUs outstanding.

Subscription Receipt Financing

As previously announced on July 26, 2022, in connection with the Transaction, the Company completed a non-brokered financing (the “Subscription Receipt Financing”) of 46,669,665 subscription receipts (the each a “Subscription Receipt”) at a price of $0.15 per Subscription Receipt to raise gross proceeds of $7,000,500. Each Subscription Receipt has been exchanged for one Common Share. The proceeds from the Subscription Receipt Financing are expected to be used for general working capital purposes and to fund the Company’s business objectives and operations. Information regarding the Company’s business objectives and operations can be found in the Company’s Filing Statement dated July 29, 2022, which is available under the Company’s profile on SEDAR.

Directors and Officers

Following the completion of the Transaction, the directors and officers of the Company are as follows:

Simon Marcotte: President, CEO and Director
Greg Duras: CFO and Corporate Secretary
Harry Swan: Director and Non-Executive Chairman of the Board
Peter Damouni : Executive Director
Michael Edwards: COO and Director
Paul Hardy: VP Corporate Development
David Deak: Director
Roy McDowall: Director

Listing and Trading

The Company is expected to be listed on the TSXV as a Tier 2 Industrial Issuer under the name “Black Swan Graphene Inc.” The Common Shares are expected to resume trading on the TSXV under the symbol “SWAN” on or about August 10, 2022.

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 and, in turn, require large volumes of graphite. Black Swan aims to leverage the low cost and green hydroelectricity of the province of Quebec as well as the proximity of the eventual production sites of Mason Graphite in order to establish a fully integrated supply chain, reduce overall costs, and accelerate the deployment of graphene usage.

We seek Safe Harbor.