Black Swan Graphene to Acquire Quebec-Based Injection Molding Specialist Falpaco, Establishing a Vertically Integrated Platform

Rhea-AI Summary

Black Swan Graphene (OTCQX: BSWGF) agreed to acquire Quebec-based Falpaco for C$12.6 million on a cash-free, debt-free basis, subject to adjustments, with closing expected in Q2 2026. The deal funds include C$6.7M debt from Desjardins, C$4.1M cash and ~C$1.8M in common shares.

Falpaco generates ~C$7.4M annual sales, employs ~45 staff, and provides injection molding and tooling capabilities aimed at accelerating Black Swan's graphene commercialization and vertical integration.

Positive

• Adds approximately C$7.4M in annual sales to Black Swan
• Acquisition price set at C$12.6M on cash-free, debt-free basis
• Secured C$6.7M debt financing from Desjardins to fund deal
• Provides in-house injection molding, tooling, and design capabilities

Negative

• Deal increases leverage with a C$6.7M secured credit package
• Issuance of ~C$1.8M in common shares may dilute shareholders
• Uses C$4.1M of available cash, reducing corporate liquidity

Toronto, Ontario--(Newsfile Corp. - March 23, 2026) - Black Swan Graphene Inc. (TSXV: SWAN) (OTCQX: BSWGF) (FSE: R960) ("Black Swan" or the "Company") is pleased to announce that it has entered into a definitive agreement dated March 22, 2026 (the "Definitive Agreement") to acquire Falpaco Rubber and Plastics Inc. ("Falpaco"), a well-established Québec-based manufacturer specializing in the custom molding of plastic and rubber components, for total consideration of C$12.6 million, on a cash-free, debt-free basis, subject to post-closing adjustments (the "Acquisition"). The Acquisition will be funded through a combination of Black Swan's available cash on hand, the issuance of Black Swan common shares, and debt financing provided by the Desjardins Group (the "Debt Financing"), Québec's largest financial institution, and a trusted financing partner to Falpaco since its inception.

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.

Details of the Acquisition

Under the terms of the Definitive Agreement, the Company has agreed to acquire all of the issued and outstanding shares of Falpaco for a purchase price of C$12.6 million, on a cash-free, debt-free basis, subject to post-closing adjustments. The purchase price is expected to be funded through a combination of C$6.7 million under the Debt Financing, C$4.1 million of available cash on hand, and the issuance of approximately C$1.8 million in common shares of Black Swan. Upon closing of the Acquisition, Falpaco will effectively be a wholly-owned subsidiary of Black Swan.

Closing of the Acquisition is expected to occur in the second quarter of 2026 and is subject to satisfying certain customary conditions and the approval of the TSX Venture Exchange. No finders' fees or commissions will be paid by Black Swan in connection with the Acquisition.

Debt Financing Provided by Desjardins Group

In connection with the Acquisition, Black Swan has secured a C$6.7 million credit package from the Desjardins Group ("Desjardins"), consisting of a C$4.7 million 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.

About Falpaco Rubber and Plastics 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: 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 Masterbatch^TM (or GEM^TM) 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; the acceptance by the TSX Venture Exchange of the Acquisition; and timing of completion of the Acquisition. 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 Eastern Europe 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289488

FAQ

What is Black Swan Graphene (BSWGF) acquiring with the Falpaco deal?

Black Swan is acquiring Falpaco for C$12.6 million to add injection molding and tooling capabilities. According to the company, Falpaco supplies custom plastic and rubber components and brings manufacturing scale, technical expertise, and ~45 employees.

How will Black Swan finance the Falpaco acquisition announced March 23, 2026?

The acquisition is financed via C$6.7M debt, C$4.1M cash, and ~C$1.8M in shares. According to the company, Desjardins provides a C$4.7M term loan and a C$2.0M revolver at prime.

When is the Falpaco acquisition by Black Swan (BSWGF) expected to close?

Closing is expected in Q2 2026, subject to customary conditions and TSXV approval. According to the company, the transaction is governed by a definitive agreement dated March 22, 2026, and requires exchange approval.

What revenue and growth does Falpaco bring to Black Swan (BSWGF)?

Falpaco generates about C$7.4M in annual sales with a ~7% five‑year CAGR. According to the company, Falpaco has shown steady growth across multiple industrial end markets, enhancing Black Swan's commercial pipeline.

What are the key financial terms of Desjardins financing for Black Swan's Falpaco purchase?

Desjardins provided a C$6.7M credit package: a C$4.7M term loan and a C$2.0M revolving operating line. According to the company, facilities bear interest at Desjardins' prime rate and are secured by Falpaco assets.