Black Swan Graphene Inc. (“BSG”) has adopted a Code of Business Conduct & Ethics (the “Code”) which outlines the basic standards of ethical and legal business conduct and integrity to which we must hold ourselves accountable; respecting the rights of others and acting responsibly is essential to achieving sustainable business practices in pursuit of our corporate goals.

The Code provides guidance for conducting our business activities and clearly explains the values and standards of behaviour expected from all employees, consultants, directors and officers of BSG. If there is a conflict between the Code and a specific procedure or if you wish to report a violation of the Code or possible violation, you should consult your supervisor, the CEO or the Chair of the Audit Committee for guidance. All concerns should be reported and will be treated seriously.

At BSG, we are committed to providing a workplace environment based on ethical business practices, mutual respect, and integrity.


Black Swan Graphene will only collect personal information in a lawful manner and will not disclose such information for any purpose other than the purpose for which it was collected.

Data, information or electronic communications created or stored on BSG computers or other electronic media, including personal information, are records of BSG and are, therefore, the property of BSG.


BSG employees are responsible for safeguarding and appropriately using BSG assets under their control, including business documents, information, technology, intellectual property, buildings, land, equipment, machines, software and funds. All employees have a duty of care to prevent waste, loss, damage, misuse, theft or misappropriation of BSG assets. BSG equipment or facilities must never be used for personal activities, except as otherwise allowed in this Code or where prior approval is obtained.

BSG maintains all business documents and records in accordance with applicable laws and regulations. ‘Business documents’ include, but is not limited to, files, reports, business plans, receipts, policies and communications, including hard copy, electronic, audio recording, microfiche and microfilm files whether maintained at work or at home. Unauthorized destruction of or tampering with any business documents or records is strictly prohibited.

BSG employees are also expected to act in good faith and respect the assets and business interests of others and never knowingly misuse, damage or misappropriate the assets of others.


Embracing a health and safety culture at BSG requires us to, proactively eliminate, isolate or minimize health and safety risks. You are responsible for knowing what to do if an emergency occurs in your workplace and are required to intervene immediately to stop any work that appears unsafe.

Providing a safe and healthy workplace is of utmost importance to BSG. Whether working in an office setting or worksite, it is prudent to follow safety and security procedures and always report any circumstance that appears to represent a threat or risk to ourselves, others or to the environment.


In line with our commitment to providing a safe and healthy workplace, BSG employees, officers and directors of BSG must be able to function at an acceptable level and perform their responsibilities in a professional manner and not be impaired by illegal drugs or legal drugs, including alcohol, that has the potential to impair your judgment or affect your ability to undertake your job safely. BSG also prohibits the possession or use of illegal substances on BSG premises, at BSG functions or in conjunction with any BSG business dealing.

Any employee, officer or director with a dependency on drugs or alcohol is expected to seek the medical treatment necessary to assist them to break such dependency. Repeated poor work performance caused by alcohol or drug use, or impairment that creates a safety risk, may amount to misconduct.


We will never tolerate unlawful discrimination of any type or breach of human rights of our employees or others with whom we deal. Behaviour that, intentionally or unintentionally, treats people differently because of race, colour, religion, gender, personal association, age, nationality, origin, disability, political beliefs, marital status, sexual orientation or any other category protected by Canadian federal or provincial laws and regulations – constitutes unlawful discrimination.

We must always be respectful of all cultures in all communities and countries in which we do business including complying with local legislation.


Employees must never engage in activities, actions or behaviour that involves harassment or bullying including cyberbullying. Harassment is any unwelcome action, conduct or behaviour that a reasonable person would find unwelcome, humiliating, intimidating or offensive. Bullying and/or cyberbullying is behaviour directed towards an individual or group of individuals that is unreasonable in the form of physical, verbal, social bullying or involves the use of communication technologies intended to intimidate, embarrass, influence or harass.

We should all seek to foster a work environment free from harassment and bullying by treating everyone with respect.


Black Swan Graphene will maintain honest and ethically sound relationships with governments, government personnel, agencies, and officials, wherever we do business.

Employees who provide information to governments on behalf of BSG must ensure that all information is accurate and appropriate for the purpose. Errors and/or omissions may be damaging to BSG’s reputation and creditability and may be illegal.


The offering and/or acceptance of gifts or entertainment is customary in many cultures and can build good business relationships, however, may also be perceived as a conflict of interest or anticompetitive in nature. As such, the offering or accepting of gifts, entertainment or other benefits should only be done where it is customary and appropriate for the occasion, occasional and modest in value (in accordance with local standards), and in compliance with applicable laws and regulations. Any such exchange, offering or acceptance of gifts and/or entertainment must be disclosed to the Chair of the Audit Committee.

Acceptance or exchange of gifts, entertainment or other benefits for the purpose of influencing business decision-making is strictly prohibited. Bribery laws, which can vary from country to country, prohibit companies from, directly or indirectly, promising, offering or making payment of money or anything of value to anyone with the intent to induce favourable business treatment or to improperly affect business or government decisions. Decisions about the acceptance or exchange of gifts, entertainment or donations using BSG funds must be carefully evaluated to ensure they are customary, reasonable and legal in the local market.

Never request a gift or other benefit of any kind from a supplier, customer or other party with whom BSG is involved. You should be prepared to politely decline any offer not in line with our policy and clearly communicate BSG’s policy in regards to gifts, entertainment or other benefits. If you are in doubt about the legitimacy of a payment or gift of any kind, please discuss such situation with the Chair of the Audit Committee prior to making such payment or gift.


Employees of BSG shall not act as officers or directors of any other corporate entity or organization, public or private, without the prior written approval of the CEO or CFO. All requests to act as officers or directors of other corporate entities must be reviewed by the Board of Directors. Employees of BSG must notify the CEO or CFO of all officer or directorships immediately upon being hired. Officer or directorships with such entities will not be authorized if they are considered to be contrary to the best interests of BSG.


Insider trading is the illegal practice of trading (buying or selling) securities on a stock exchange to one’s own advantage through having access to confidential or inside material information. In general terms, inside information is information about a company that is not generally available to the public. Such information may be considered material if it would affect a reasonable investor’s decision about whether or not to invest in the company.

We should never buy or sell the securities of BSG or any other company while you are aware of inside information – even if you believe you are not relying on this information – this is known as insider trading and is punishable by law. A common misconception is that only directors or senior management can be guilty of insider trading. In fact, anyone – employees, contractors, family, friends and investment advisors can be guilty of insider trading. Employees, consultants, officers and directors of BSG should never share inside information with anyone that does not need to know for legitimate and authorized business reasons and are expected to comply in good faith at all times with all applicable laws, rules and regulations and with BSG policies.


It is BSG’s policy to ensure that all activities, and business affairs are kept confidential. Confidential and non-public information includes methods, inventions, improvements or discoveries, business products, processes, and services; information relating to research, development, trade secrets, intellectual property of any type or description, data, business plans, marketing strategies, engineering, contract negotiations and business methods or practices. All confidential and non-public information belongs to BSG and must be treated with the strictest of confidence and should not be disclosed or discussed with others.

We should avoid talking about confidential information in the elevator, open hallways, or other public areas, emailing any confidential information to outsiders not authorized to receive such information, or leaving confidential information on the photocopy machine, or in any area where non-authorized personnel may access. Please be careful and use good judgment. Confidential or non-public information might be of use to competitors or might be harmful to BSG or its customers if disclosed.

Anti-trust or competition laws are designed to prohibit a range of competitive practices that restrain trade, restrict free and fair competition through price fixing or maintain power through a monopoly or a cartel. Anti-trust laws and compliance is highly complex with regulations differing from jurisdiction to jurisdiction. However, generally, unless the information is already publicly available, we should never agree or reach an agreement or understanding with any competitor; or communicate with any competitor regarding product price or terms of sale, quantities of a product for sale, tenders or bids, or geographic regions of sales. We should never discuss negotiations with customers or suppliers or negotiation strategies, terms of trade, production or sales forecasts or past, current or future stock levels.

If you have questions regarding confidential and non-public information or in regards to Anti-trust laws, you should consult the CEO or counsel for guidance.


BSG must provide timely, accurate, consistent, and fair disclosure of information to enable investors to make informed and orderly market decisions. Disclosing inaccurate or inconsistent information may affect our share price, damage our reputation, and may be a legal offence. As such, external communication to the media or members of the investment community must only be made by an authorized spokesperson.


Conflicts of interest, perceived or otherwise, can arise in practically every area of our business. A ‘conflict of interest’ exists whenever an individual’s personal interests interfere or conflict with the interests of BSG. We must strive to conduct ourselves, in an ethical and practical manner, whenever actual or apparent conflicts of interest may exist between personal and/or professional relationships. All decisions must be made in the best interests of BSG. As such we should avoid business, financial or other relationships with suppliers, customers or competitors that might impair or appear to impair how we exercise judgment.

You should report any actual or potential conflict of interest involving yourself or others of which you become aware to your supervisor, the CEO or Chairman of the Audit Committee. Officers and Directors should report any actual or potential conflict of interest involving yourself or another officer or director of which you become aware to the Chair of the Audit Committee of the Board of Directors.

Approved on June 7, 2023.