Mason Highlights Black Swan Graphene's Successful Closing of a $6M Financing

Rhea-AI Summary

Black Swan Graphene has successfully closed a $6M non-brokered private placement financing at $0.50 per Unit, following an 8:1 share consolidation. Each Unit includes one common share and half a warrant, with each full warrant exercisable at $1.00 for 18 months.

The company plans to use the proceeds to expand its production capacity at the Consett, UK facility from 30-40 tonnes to 140 tonnes annually. Funds will also support expanding sales and operations teams for global commercialization efforts, particularly focusing on their Graphene Enhanced Masterbatch (GEM) in plastics and polymer applications, along with partnerships in the concrete/cement sector.

The financing included participation from international investors and insiders, with three insiders subscribing for 2,230,000 Units ($1,115,000). Post-offering, the company has 49,716,260 shares and 6,000,000 warrants outstanding. Securities are subject to a 4-month hold period expiring June 12, 2025.

Positive

• Secured $6M in financing to fund expansion
• Planning production capacity increase from 30-40 to 140 tonnes annually
• Strong insider participation with $1.115M investment

Negative

• Significant share dilution with new unit issuance
• 8:1 share consolidation implemented

Toronto, Ontario--(Newsfile Corp. - February 12, 2025) - Mason Resources Inc. (TSXV: LLG) (OTCQB: MGPHF) ("Mason") is pleased to announce the successful closing of Black Swan Graphene's $6M financing, (TSXV: SWAN) (OTCQB: BSWGF) (FSE: R96) ("Black Swan" or the "Company"), further to its news release dated February 5, 2025 and following Black Swan's 8:1 share consolidation effective February 10, 2025, it has closed its non-brokered private placement of units (each, a "Unit") of the Company at a price of $0.50 per Unit for gross aggregate proceeds of $6,000,000 (the "Offering").

Each Unit is comprised of one common share (each, a "Share") in the capital of the Company and one-half of one transferable share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional 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"), expiring August 11, 2026.

Capacity Expansion and Corporate Positioning

Simon Marcotte, President and Chief Executive Officer, commented: "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.

This financing enables us to accelerate our expansion, scale production, and expand our sales team to drive global commercialization of our graphene-enhanced solutions. The potential of our graphene in industrial applications, notably our Graphene Enhanced Masterbatch ("GEM") in the plastics and polymer sector, combined with our partnerships in the concrete/cement sector, positions us to lead the industry in material innovation.

Building on a series of successful agreements, partnerships, and ongoing discussions with potential clients, the Company plans to use a portion the proceeds from the Offering to acquire and install additional equipment at our 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, the Company is well-positioned to establish itself as a global leader in graphene-enhanced materials. I look forward to updating shareholders on key advancements in our commercial initiatives, including new strategic partnerships and market opportunities that will further strengthen our industry leadership over the coming months."

Details of the Offering

All securities issued in connection with the Offering are subject to a statutory 4-month hold period expiring June 12, 2025. The Company now has 49,716,260 shares and 6,000,000 Warrants issued and outstanding.

Three insiders of the Company (collectively, the "Insiders") participated in the Offering subscribing for an aggregate of 2,230,000 Units for aggregate gross proceeds of $1,115,000. Accordingly, the Insiders' subscriptions constitute 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.

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.

About Mason Resources Inc.

Mason Resources Inc. is a Canadian corporation focused on seeking investment opportunities. Mason is the largest shareholder of Black Swan Graphene Inc. (TSXV: SWAN) (OTCQB: BSWGF) which is focusing on the large-scale production of patented high-performance and low-cost graphene products aimed at several industrial sectors, including concrete and polymers, which are expected to require large volumes of graphene and, in turn, large volumes of graphite. Mason is also one of the largest shareholders of Nouveau Monde Graphite Inc. (TSXV: NOU) (NYSE: NMG), an integrated company developing responsible mining and advanced manufacturing operations to supply the global economy with carbon-neutral active anode material to power EV (electric vehicle) and renewable energy storage systems. The company is developing a fully integrated ore-to-battery-material source of graphite-based active anode material in Quebec, Canada. With enviable ESG standards and structuring partnerships with anchor customers, Nouveau Monde Graphite is set to become a strategic supplier to the world's leading lithium-ion battery and EV manufacturers, providing high-performing and reliable advanced materials while promoting sustainability and supply chain traceability. Lastly, Mason is the largest shareholder of NorthX Nickel Corp. (CSE: NIX), a Canadian Ni-Cu-Co-PGE focused exploration and development company with an extensive portfolio of assets in Quebec and Ontario, Canada. The company's flagship asset is the Grasset Project, located within the Abitibi Greenstone Belt, with an indicated mineral resource of 5.5 Mt @ 1.53% NiEq (such NiEq grade being established based on: 1.22% Ni, 0.13% Cu, 0.03% Co, 0.26 g/t Pt, 0.64 g/t Pd). In addition, the company holds a portfolio of 37 properties and over 300 km2 in the world-class mining district of Sudbury, Ontario.

For more information:

www.masonresourcesinc.com

www.blackswangraphene.com

www.NMG.com

www.northxnickel.com

Mason Resources Inc. on behalf of the Board of Directors
Peter Damouni, President & Chief Executive Officer

For more information please contact:

Paul Hardy, Vice President - Corporate Development
phardy@masonresourcesinc.com
+1 (416) 844-7365

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" or "forward-looking information" within the meaning of applicable securities legislation. Forward-looking statements or forward-looking information 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" or "forward-looking information". 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 Mason's investment in Sand Minerals and the likelihood that the investment, for which there is currently no market or liquidity, will result in profitability for the Corporation on the timeline projected or at all, the holding of the NMG, Black Swan and NorthX Nickel shares, risks related to the development of NMG's projects, risks related to Black Swan's and NorthX Nickel's business, 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 feasibility studies, and the possibility that future results will not be consistent with Mason's expectations; risks related to commodity prices fluctuations; and other risks and uncertainties related to Mason's prospects, properties and business detailed elsewhere in Mason'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 Mason 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 Mason's expectations or projections.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/240538

FAQ

What is the size and price of Black Swan Graphene's latest financing round for MGPHF?

Black Swan Graphene closed a $6M financing round at $0.50 per Unit, with each Unit comprising one common share and half a warrant exercisable at $1.00.

How much will Black Swan's production capacity increase after the 2025 expansion?

The production capacity at the Consett, UK facility will increase from 30-40 tonnes to 140 tonnes annually following the expansion.

What was the insider participation in Black Swan's February 2025 financing?

Three insiders participated in the financing, subscribing for 2,230,000 Units for a total of $1,115,000.

When do the warrants from Black Swan's February 2025 financing expire?

The warrants expire on August 11, 2026, 18 months after the closing date.

What is the hold period for securities issued in Black Swan's February 2025 financing?

The securities have a statutory 4-month hold period expiring June 12, 2025.