Mason Graphite Provides Disclosure on Going-Public Transaction of Black Swan Graphene

MONTREAL, April 26, 2022 (GLOBE NEWSWIRE) -- Further to its press release dated December 21, 2021 and the press releases of Dragonfly Capital Corp. (“Dragonfly”) dated December 16, 2021, January 27, 2022, and March 14, 2022, and as requested by the TSX Venture Exchange (the “TSX-V”), Mason Graphite Inc. ("Mason Graphite" or the “Company") (TSX-V: LLG; OTCQX: MGPHF) provides the following disclosure on the qualifying transaction between Dragonfly and Black Swan Graphene Inc. (“Black Swan Graphene”).

On December 13, 2021, Dragonfly and Black Swan Graphene entered into a binding letter of intent (the “LOI”), pursuant to which Dragonfly and Black Swan Graphene (each, a “Party” and together, the “Parties”) have agreed to complete a business combination whereby Dragonfly will acquire all of the issued and outstanding common shares of Black Swan Graphene (collectively, the “Black Swan Shares”) and grant certain options (each, a “Replacement Option”) of Dragonfly in exchange for the outstanding options (each, a “Black Swan Option”) of Black Swan Graphene (collectively, the “Transaction”).

On January 17, 2022, Dragonfly and Black Swan Graphene entered into a definitive share exchange agreement (the “Share Exchange Agreement” or “SEA”) formalizing the terms of the Transaction.

On April 21, 2022 the Parties entered into an amendment to the Share Exchange Agreement (the “Amendment Agreement”), under which the Parties agreed, inter alia, to extend the Closing Date (Section 1.1 (i) of the SEA) of the Transaction to be no later than June 17, 2022. The Amendment Agreement has been executed by the Parties and is available for viewing on SEDAR.

The Transaction remains subject to the approval of the TSX-V and is intended to constitute Dragonfly’s “Qualifying Transaction” (as defined in Policy 2.4 – Capital Pool Companies of the TSX-V). Subject to the approval of the TSX-V and following closing of the Transaction (the “Closing”), the common shares of the Resulting Issuer (collectively, the “Resulting Issuer Shares”) will trade on the TSX-V under the symbol “SWAN”, Black Swan Graphene will become a wholly‐owned subsidiary of Dragonfly (the “Resulting Issuer”), and the business of the Resulting Issuer will be the business of Black Swan Graphene.