Black Swan Graphene Announces Share Consolidation and Concurrent $6M Equity Financing to Power Capacity Expansion and Commercial Growth

Toronto, Ontario--(Newsfile Corp. - February 5, 2025) - Black Swan Graphene Inc. (TSXV: SWAN) (OTCQB: BSWGF) (FSE: R96) ("Black Swan" or the "Company") is pleased to announce a non-brokered private placement of units (each, a "Unit") of the Company at a post-Consolidation (as defined below) price of $0.50 per Unit for gross aggregate proceeds of $6,000,000 (the "Offering"). Prior to the Offering, the Company will consolidate its common shares ("Shares") on the basis of one (1) new Share for every eight (8) currently outstanding Shares (the "Consolidation"). The Company intends to use the net proceeds from the Offering for the acquisition and installation of additional plant associated equipment to increase production capacity in Consett, United Kingdom; hiring of additional direct sales and operations staff; expanding distribution channels; and for general corporate purposes. The Company's Board of Directors considered the Consolidation necessary to attract new investment and also to align with the Company's growing reputation and provide greater credibility when potential customers inevitably assess its market presence and stability.

Simon Marcotte, President and Chief Executive Officer, commented: "We are on the brink of a transformative period in Black Swan's growth story. The extraordinary interest from high-caliber investors underscores the market's confidence in our vision. This financing will strengthen our balance sheet, enable us to scale up our operations, broaden our global reach, and capitalize on the immense potential of our graphene-enhanced solutions. The market potential for concrete applications, combined with our Graphene Enhanced Masterbatch ("GEM") strategy, has given us the confidence to scale up our operations and production capacity. We believe the GEM strategy is instrumental in helping us maximize the adoption and impact of our graphene-enhanced materials."

Capacity Expansion

Following the successful execution of several commercial agreements, partnerships and ongoing discussions directly with potential clients, the Company plans to allocate the net proceeds from the Offering toward acquiring and installing additional equipment at the Consett, United Kingdom facility to significantly increase production capacity from approximately 30-40 tonnes annually to an impressive 140 tonnes per year. This expanded capacity will enable the Company to meet the expected rising market demand while maintaining the flexibility to continue customer-focused development programs that are fostering adoption of its products. The funds will also support the hiring of direct sales and operations staff to drive global sales efforts and cover general corporate purposes.

Black Swan continues to make significant strides in its commercialization efforts, including the expansion of its GEM strategy across diverse industries. With the expected rising demand and growing partnerships, the Company is on track to position itself as a global leader in graphene-enhanced materials. We look forward to showcasing advancements in Black Swan's commercial initiatives in the near future, including new partnerships and market opportunities set to further solidify the Company's position.

Private Placement

The Offering consists of 12,000,000 post-Consolidation Units, each Unit being comprised of one post-Consolidation Share and one-half of one transferable post-Consolidation share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional post-Consolidation 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"). A relatively small cash finders' fee related to a Canadian investor may be payable in connection with the Offering. Insiders may also participate in the Offering. The subscription by insiders is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101- Protection of Minority Security Shareholders in Special Transactions ("MI 61-101"). Black Swan is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 with respect to such subscriptions, in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the collective subscriptions is not more than 25 per cent of Black Swan's market capitalization.

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after Closing. Completion of the Offering is subject to several conditions, including, without limitation, receipt of all regulatory approvals, including that of the TSX Venture Exchange ("TSXV").

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.

Share Consolidation

The Consolidation will reduce the number of outstanding Shares from 301,730,083 Shares to approximately 37,716,260 post-consolidated Shares and the number of outstanding Shares held in escrow will be reduced from 103,875,793 Shares to 12,984,474 post-consolidated Shares, subject to adjustment for rounding, prior to the Offering. The Consolidation has been approved by the TSXV and will be effective at market open on February 10, 2025. The Company does not intend to change its name or its current trading symbol in connection with the proposed Consolidation. The new CUSIP number is 09226M209 and the new ISIN number is CA09226M2094.

No fractional Shares will be issued as a result of the Consolidation. Shareholders who would otherwise be entitled to receive a fraction of a post-consolidated Share will be rounded up to the nearest whole number of post-consolidated Shares and no cash consideration will be paid in respect of fractional Shares. The exercise price and number of Shares of the Company, issuable upon the exercise of outstanding options and warrants and vesting of restricted share units, will be proportionally adjusted upon the implementation of the proposed Consolidation in accordance with the terms thereof.

The Board of Directors of the Company believes that the consolidation of the Shares will both enhance the marketability of the Company as an investment and, as evidenced by the Offering, better position the Company to raise the capital necessary to execute the Company's business plan.

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.

More information is available at: www.blackswangraphene.com.

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: statements with respect to the expectations of management regarding the Offering; the expectations of management regarding the use of proceeds of the Offering; and 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 geopolitical conflicts in various regions, including Ukraine and the Middle East, 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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