Black Swan Graphene Inc. entered into a binding letter of intent to acquire Dragonfly Capital Corp. (TSXV:DRC.H) in a reverse merger transaction for CAD 31.5 million on December 13, 2021. Black Swan Graphene Inc. entered into a share exchange agreement to acquire Dragonfly Capital Corp. in a reverse merger transaction on December 13, 2021. Black Swan shareholders will receive 15.2 Consideration Shares for each one common share of Black Swan. The transaction will take the form of a share exchange whereby all of the outstanding Black Swan Shares will be exchanged for such number of common shares in the capital of Dragonfly, at a deemed price of CAD 0.15 per common share, as is equal to the number of Black Swan Shares issued and outstanding on the Closing Date. In connection with the transaction, Black Swan intends to complete a concurrent equity financing with minimum gross proceeds of CAD 5 million. At closing 210,229,434 shares will be issued to Black Swan Graphene Inc. shareholders as consideration. Post completion it is expected that a minimum of 261,310,293 common shares of the Resulting Issuer to be issued and outstanding and it is expected that approximately 6.79% Resulting Issuer Shares will be held by the current shareholders of Dragonfly, approximately 80.45% will be held by the shareholders of Black Swan, and 12.76% will be held by the subscribers under the Concurrent Financing. It is expected that the business of Dragonfly following the closing of the transaction (“Resulting Issuer”) will be the business of Black Swan and the Resulting Issuer will be listed on the TSXV as a Tier 2 Industrial issuer under the name “Black Swan Graphene Inc.” or such other name as mutually agreed to by the Parties.

Following the Closing, it is expected that the following individuals will be appointed as management of  the Resulting Issuer: Simon Marcotte, Chief Executive Officer, Greg Duras, Chief Financial Officer and Corporate Secretary, Harry Swan, Chairman of the Board, Michael Edwards, David Deak, Roy McDowall as Directors and Peter Damouni as Executive Director. Michael Edwards is expected to be appointed as Chief Operating Officer of the Resulting Issuer. Upon Closing, it is expected that each of Anthony Kent Deuters, Eric Boehnke and Gregory Galanis will resign as directors of Dragonfly Capital. Deuters will resign as the President and Chief Executive Officer and Jennie Choboter will resign as the Chief Financial Officer. In connection with the Transaction, the Parties agree that finder's fees may be paid concurrently with the Closing to eligible finders who are not Related Parties to either Black Swan or Dragonfly, as defined by the policies of the TSXV, up to the maximum amount permitted by applicable securities laws and the policies of the TSXV, as applicable.

The completion of the transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) the Company having had the reasonable opportunity to perform searches and other due diligence, receipt of all requisite consents, waivers and approvals for the Transaction, including the approval of the NEX Board of the TSXV, if applicable; (iii) the absence of any material adverse change in the business, affairs or operations of Black Swan; (iv) completion of the Concurrent Financing; and (v) Black Swan having received the requisite approvals from its shareholders for the transaction, if applicable. The Parties have agreed to negotiate in good faith to reach the Definitive Agreement on or before January 31, 2022, which, in turn, will memorialize the expected closing date of the Transaction. As of July 22, 2022, Dragonfly receives conditional approval from the TSX Venture Exchange. As of April 21, 2022, the parties have agreed to extend the date by which Closing must occur to June 17, 2022. Pursuant to the terms of the Amendment Agreement, the parties have agreed to extend the date by which Closing must occur to July 31, 2022. Endeavor Trust Corporation acted as transfer agent to Dragonfly.

Black Swan Graphene Inc. completed the acquisition of Dragonfly Capital Corp. (TSXV:DRC.H) in a reverse merger transaction on August 2, 2022. As part of the transaction, Dragonfly issued 210 million common shares to Black Swan. In addition, Dragonfly granted an aggregate of 15,175,000 options and 7,875,000 restricted share units. Following the Closing of the transaction, the combined company has an aggregate of 283,938,008 Common Shares, 15,175,000 Options and 7,875,000 RSUs outstanding. The Dragonfly completed a non-brokered financing (the “Subscription Receipt Financing”) of 46,669,665 subscription receipts (the each a “Subscription Receipt”) at a price of CAD 0.15 per Subscription Receipt to raise gross proceeds of CAD 7,000,500. In connection with the transaction, the company changed its name from “Dragonfly Capital Corp.” to “Black Swan Graphene Inc.” 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.