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.
For more information, please visit:
www.blackswangraphene.com
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.
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SOURCE Black Swan Graphene Inc