Toronto, Ontario–(Newsfile Corp. – April 17, 2026) – Black Swan Graphene Inc. (TSXV: SWAN) (OTCQX: BSWGF) (FSE: R960) (“Black Swan” or the “Company“) is pleased to announce that it has completed the acquisition of Falpaco Rubber and Plastic Inc. (“Falpaco“), a well-established Québec-based manufacturer specializing in the custom molding of plastic and rubber components, for total consideration of C$12.7 million, on a cash-free debt-free basis, subject to post-closing adjustments (the “Acquisition“) pursuant to a share purchase agreement dated March 22, 2026 entered into among Claude Robichaud (“Robichaud“), 9032-3627 Québec Inc., a company wholly-owned by Robichaud, and Fiducie Familiale Robichaud (Robichaud Family Trust), each in his or its capacity as a seller thereunder, Falpaco, the Company and Black Swan Acquisition Inc., a wholly-owned subsidiary of the Company, as the purchaser thereunder (the “Purchase Agreement“).
The Acquisition was funded through a combination of C$4.2 million of Black Swan’s available cash on hand, C$6.7 million under a debt financing provided by the Desjardins Group (the “Debt Financing“), and the issuance of 1,800,000 Black Swan common shares at a deemed issuance price of C$1.00 per share. The Black Swan common shares issued in connection with the Acquisition are subject to a four-month hold period under applicable Canadian securities laws.
Strategic Alignment and Commercial Opportunity
The Acquisition represents a key step in Black Swan’s strategy to accelerate the commercialization of graphene products by vertically integrating downstream manufacturing capabilities and moving closer to end customers. By combining Black Swan’s proprietary graphene materials and formulation expertise with Falpaco’s injection molding know-how, customer relationships, and industrial scale, the Company believes it is uniquely positioned to shorten development cycles and transition more rapidly from product validation to commercial adoption.
Falpaco currently generates approximately C$7.4 million in annual sales, representing a compound annual growth rate (CAGR) of approximately 7% over the past five years, with a demonstrated track record of growth across multiple industrial end markets. The integration of graphene solutions is expected to provide Falpaco with a meaningful competitive advantage, supporting accelerated growth and further increasing its overall value.
Falpaco’s manufacturing profile is particularly well aligned with Black Swan’s product offering, as it predominantly works with polymers in which Black Swan’s graphene solutions have demonstrated particularly strong performance benefits. Moreover, Falpaco operates as a value-added partner to its customers, frequently contributing to product design, development, material selection, and performance enhancement, rather than acting solely as a standardized contract manufacturer. This positioning provides a natural pathway for integrating graphene-based enhancements into both existing and future customer products.
Located on J.-A. Bombardier Street in the Industrial Park of Granby, approximately 45 minutes southeast of Montréal, Québec, Falpaco employs approximately 45 full-time personnel and serves a diversified base of well-rooted customers across multiple industrial sectors. The company offers a broad range of injection molding services, including bi-injection and overmolding, supported by in-house capabilities in mold design, tooling, and process optimization. Falpaco is recognized for its technical expertise, manufacturing flexibility, and ability to deliver high-quality, customized components tailored to customer specifications across multiple industries.
“This expansion into downstream manufacturing represents a natural extension of our commercialization strategy. Falpaco brings industrial credibility, close customer relationships, and manufacturing expertise that materially enhance our ability to deploy graphene at scale. We view this as a compelling operational and financial fit, with graphene acting as a catalyst for growth and value creation within an already well-established business. This integrated platform also enables faster iteration and deployment of graphene-enhanced solutions to market by reducing the need for prolonged joint R&D cycles and enhances the Company’s ability to engage with larger customers,” commented Simon Marcotte, President and Chief Executive Officer of Black Swan.
“We couldn’t be more excited to join Black Swan Graphene. This transaction opens the door for Falpaco and its customers to benefit from advanced graphene-based solutions, while preserving the entrepreneurial and technical culture that has driven our success. We all look forward to working closely with the Black Swan team to bring innovative, high-performance products to market,” added Claude Robichaud, President and shareholder of Falpaco.
Debt Financing Provided by Desjardins Group
The Debt Financing consists of a C$4.7 million renewable term loan and a C$2.0 million revolving operating line of credit. The facilities bear interest at Desjardins’ prime rate and are secured by Falpaco’s business assets, subject to customary financial covenants. Desjardins has been Falpaco’s trusted financial partner since its inception and has a deep understanding of its operations, customer base, and industry positioning. The continued support of Desjardins, on standard commercial terms, reflects the strength, stability, and cash-generating profile of Falpaco’s business. The financing package provides Black Swan with a solid capital structure to support working capital, ongoing operations, and future growth initiatives.
The renewable term loan component of the Debt Financing has a maturity date of April 14, 2027, and is repayable in equal and consecutive monthly instalments of principal based on an amortization period of 84 months, with any remaining outstanding principal, together with accrued interest and other amounts owing, due at maturity. The term loan is subject to an automatic annual renewal feature whereby the maturity date will be extended by an additional one-year period unless, within the prescribed notice period, either party elects not to renew, requests a renewal on different terms, or repayment of the outstanding balance is otherwise required or effected, in each case in accordance with the terms of the loan agreement.
Loan Agreement
In connection with the Acquisition, the Company and Robichaud, one of the founders and the current President of Falpaco, entered into a loan agreement whereby, among other things, (i) Robichaud granted an unsecured loan of C$1.8 million to the Company at a rate of 8% per annum (the “Loan“), (ii) the Loan will be repayable by the Company in equal monthly instalments over a period of 36 months, (iii) the interest on the Loan will be paid on the 6th, 12th, 18th, 24th, 30th and 36th month following the date of the Loan in arrears, in cash or, at the option of the Company and subject to the approval of the TSX Venture Exchange (the “Exchange“), in Black Swan common shares, such number of shares to be determined on a monthly basis during each such six-month period by dividing the amount of interest owing by the Company by the volume weighted average price of the Black Swan common shares on the Exchange for each such month during such six-month period, subject to, among other things, such price being in compliance with the policies of the Exchange, and (iv) the Company will be entitled to set off any payment of the Loan against any indemnity claims under the Purchase Agreement. The Loan will be used by the Company for general corporate purposes, including integrating Falpaco and its business into the Company’s operations.
Additional Disclosures
In connection with the Acquisition, Falpaco and Robichaud entered into a new employment agreement. None of the sellers of Falpaco is not at arm’s length with the Company. No finder’s fee was paid in connection with the Acquisition.
Legal Counsels
Davies Ward Phillips & Vineberg LLP acted as legal advisor to Black Swan and Cabinet Juridique Panneton inc. acted as legal advisor to Falpaco and Robichaud.
About Falpaco Rubber and Plastic Inc.
Falpaco, based in Granby, Québec, is a well-established manufacturer specializing in the custom molding of plastic and rubber components. Falpaco offers a broad range of injection molding services, including bi-injection and overmolding, supported by in-house expertise in mold design, tooling, and process optimization. Serving a diversified customer base across multiple industrial sectors, the company is recognized for its technical know-how, manufacturing flexibility, and ability to deliver high-quality, value-added components tailored to customer specifications.
More information is available at: https://www.falpaco.ca.
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. Black Swan’s graphene processing technology was developed over more than a decade of research by Thomas Swan & Co. Ltd (“Thomas Swan“), which remains a key shareholder and commercial partner of Black Swan. 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 innovation. More recently, Black Swan has launched seven commercially available Graphene Enhanced MasterbatchTM (or GEMTM) polymer products.
More information is available at: www.blackswangraphene.com.
For more information, please contact:
Paul Hardy, Vice President – Corporate Development
phardy@blackswangraphene.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 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 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 impact of the Acquisition on the Company, including on its growth and margin, on its commercialization of graphene and market acceptance, on its development cycles and on its customer products. 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, market acceptance of Graphene-enhanced products, and mid to long-term sustainability of customer relations and profitability of Falpaco. 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 inflationary pressures, fluctuations in interest rates, bilateral and multilateral trade conflicts, the global financial and geopolitical climate and major 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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