Black Swan Graphene Inc. (TSXV: SWAN) (OTCQB: BSWGF) (FSE: R96) has successfully closed a $6M non-brokered private placement of units, further bolstering its position as a global leader in graphene-enhanced materials. The financing, which followed an 8:1 share consolidation, will enable the company to accelerate its expansion, scale production, and expand its sales team to drive global commercialization of its graphene-enhanced solutions.
The Offering
The Offering consisted of units, each comprised of one common share and one-half of one transferable share purchase warrant. Each full warrant entitles the holder to acquire one additional share at a price of $1.00 for a period of eighteen (18) months following the date of closing of the Offering, expiring August 11, 2026. The units were priced at $0.50 each, with all securities issued subject to a statutory 4-month hold period expiring June 12, 2025.
Capacity Expansion and Corporate Positioning
Simon Marcotte, President and Chief Executive Officer of Black Swan Graphene, commented on the successful closing of the financing: "I am very pleased to welcome an extremely strong group of international investors as well as to thank our existing investors for their support in this financing. I believe Black Swan is poised to deliver on its plan for commercialisation and growth over the course of 2025."
The financing enables Black Swan to accelerate its expansion, scale production, and expand its sales team to drive global commercialization of its graphene-enhanced solutions. The potential of graphene in industrial applications, notably the Graphene Enhanced Masterbatch (GEM) in the plastics and polymer sector, combined with partnerships in the concrete/cement sector, positions Black Swan to lead the industry in material innovation.
Building on a series of successful agreements, partnerships, and ongoing discussions with potential clients, Black Swan plans to use a portion of the proceeds from the Offering to acquire and install additional equipment at its facility at Consett, United Kingdom. This expansion will significantly boost production capacity from approximately 30-40 tonnes per year to an impressive 140 tonnes annually, enabling the Company to meet expected increasing market demand while continuing to support customer-driven development initiatives with plant capacity. Additionally, the funds will be allocated toward expanding the direct sales and operations teams to drive global sales efforts and support increased production and general corporate activities.
As demand continues to rise and partnerships grow, Black Swan is well-positioned to establish itself as a global leader in graphene-enhanced materials. Marcotte looks forward to updating shareholders on key advancements in the company's commercial initiatives, including new strategic partnerships and market opportunities that will further strengthen its industry leadership over the coming months.
International Investor and Insider Participation
The financing included participation from international investors and insiders, with three insiders subscribing for an aggregate of 2,230,000 Units for aggregate gross proceeds of $1,115,000. The insiders' subscriptions constituted a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (MI 61-101). The issuance of the Units to the Insiders was exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101, in that the fair market value of the consideration of the securities issued to the related parties does not exceed twenty-five percent of the Company's market capitalization. Cash Finder's fees of $17,500 were paid to an eligible finder in connection with the Offering.
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.
Black Swan Graphene's investment appeal is evident in the participation of international investors and insiders, as well as the terms of the offering. The company's focus on large-scale production and commercialization of patented high-performance and low-cost graphene products, combined with its strategic partnerships and collaborations, positions it well for growth and success in the graphene-enhanced materials market. With the funds raised from this financing, Black Swan is poised to execute its expansion plans and further solidify its industry leadership.
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