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

Executive Summary

• Black Swan Graphene Inc. entered into a definitive agreement to acquire Falpaco Rubber and Plastics Inc. for C$12.6 million (cash‑free, debt‑free).
• The purchase price will be funded with C$6.7 M debt financing from Desjardins Group, C$4.1 M of Black Swan’s cash on hand, and the issuance of approximately C$1.8 M in Black Swan common shares.
• Closing is expected in Q2 2026, subject to customary conditions and TSX Venture Exchange approval; the deal provides vertical integration of graphene‑enhanced manufacturing capabilities.

Key Details

• Acquisition Target: Falpaco Rubber and Plastics Inc., a Québec‑based custom molding manufacturer (≈45 employees).
• Purchase Price: C$12.6 million on a cash‑free, debt‑free basis, subject to post‑closing adjustments.
• Funding Structure:
• Debt financing: C$6.7 M credit package from Desjardins Group (C$4.7 M term loan + C$2.0 M revolving line of credit).
• Cash on hand: C$4.1 M.
• Equity issuance: ~C$1.8 M worth of Black Swan common shares.
• Closing Timeline: Expected in the second quarter of 2026; pending customary conditions and TSX Venture Exchange approval.
• Strategic Rationale: Vertically integrate downstream manufacturing to accelerate commercialization of graphene products, shorten development cycles, and expand market reach.
• Falpaco Financial Profile: Approx. C$7.4 M annual sales with ~7% CAGR over the past five years; diversified industrial customer base.
• Debt Terms: Interest at Desjardins’ prime rate; secured by Falpaco’s business assets; includes standard financial covenants.
• No Finder Fees/Commissions will be paid by Black Swan in connection with the transaction.

Notable Quotes

“This expansion into downstream manufacturing represents a natural extension of our commercialization strategy… graphene acting as a catalyst for growth and value creation within an already well‑established business.” – Simon Marcotte, President & CEO, Black Swan Graphene Inc.

“We couldn’t be more excited to join Black Swan Graphene… we look forward to working closely with the Black Swan team to bring innovative, high‑performance products to market.” – Claude Robichaud, President & shareholder, Falpaco.