TORONTO, March 27,
2023 /CNW/ - Mason Graphite Inc. ("Mason")
(TSXV: LLG) (OTCQX: MGPHF) is excited to report the following
announcement from Black Swan Graphene Inc. ("Black Swan"). Mason
currently owns approximately 41% of the total shares issued and
outstanding of Black Swan.
Black Swan Graphene Inc. (TSX-V: SWAN) (OTCQB:
BSWGF) (Frankfurt: R96)
and Nationwide Engineering Research and Development Ltd.
("NERD") are pleased to announce a strategic partnership
being embedded in a fully integrated supply chain which will
include Arup Group Limited ("Arup"), a multinational
engineering consultancy headquartered in London, United Kingdom, with 18,000 experts
working across 140 countries.
At the core of the partnership between Black Swan and NERD, is
the completion of an equity swap where each company will own
approximately five percent (5%) of the outstanding shares of the
other (the "Equity Swap"), and the execution of a supply
agreement between the two companies (the "Supply Agreement")
under which NERD will be sourcing its graphene requirements from
Black Swan.
Concurrently with the creation of the partnership between Black
Swan and NERD, Arup is expected to enter into a partnership with
NERD, pursuant to which it is expected to gain ownership of 4.2% of
the outstanding shares of NERD. The partnerships between Black Swan
and NERD, and between NERD and Arup, are intended to enhance
expertise and create an integrated supply chain aimed at
accelerating the adoption of graphene-enhanced concrete
globally.
NERD, a spin-out company from Nationwide Engineering Group, has
developed a graphene-enhanced admixture for concrete,
ConcreteneTM ("Concretene"), which can
significantly increase the strength of the material in mix designs,
allowing for cement reduction and lowering of carbon footprint on
construction projects. This is important for the global
construction industry, from which cement manufacture currently
accounts for approximately 8% of global CO2 emissions.
Imminent legislative requirements for decarbonisation mean the
sector must act rapidly to ensure sustainability. Concretene is a
graphene-enhanced admixture for concrete that has demonstrated the
ability to reduce CO2 emissions by approximately 30%,
driven mainly by a significant reduction in the volume of concrete
required to achieve equivalent performances. A meaningful
reduction, if not an elimination, of rebar requirements, combined
with a longer life cycle of the concrete, represent additional cost
saving opportunities for the industry. The product has been
developed in partnership with The University of Manchester's Graphene Engineering Innovation
Centre ("GEIC").
NERD is rapidly advancing the adoption of Concretene in
conjunction with the GEIC and is in advanced evaluation stage for
projects with partners such as Heathrow and Manchester Airports, Network
Rail, National Highways, and the Nuclear Decommissioning Authority
in the United Kingdom.
Black Swan is a producer of low cost and high-performance
graphene powders, derived from graphite, ideally suited for the
concrete industry. Black Swan's graphene technology was originally
developed by Thomas Swan & Co.
Ltd. and advanced internally until the launch of Black Swan in
2021. Black Swan has indicated its intention to significantly
increase its graphene production including in the graphite
production facility of Nouveau Monde Graphite Inc. (NYSE: NMG)
(TSXV: NOU) currently in operation in Quebec, Canada, aiming to create an integrated
facility from graphite ore in the ground to graphene finished
products.
NERD and Arup Partnership
Dedicated to sustainable development, Arup Group Limited, a
globally recognised design and engineering firm has been building,
in partnership with the NERD, expertise and know-how on the use of
graphene-enhanced concrete in buildings and infrastructure. The
agreement with Arup, through Ove Arup Ventures Ltd., provides 4.2%
equity in NERD in exchange for collaboration and expertise towards
global roll-out of the technology. Details of Arup's extensive
global portfolio, which includes the Samuel de Champlain Bridge in
Montreal, Canada, may be found at:
www.arup.com/projects.
Simon Marcotte, Chief
Executive Officer of Black Swan Graphene, commented: "The
partnerships announced today are poised to have far-reaching
implications for the global concrete industry. By leveraging the
exceptional performance of the NERD process and Arup's expertise,
reach and leadership, this integrated supply chain can provide a
turnkey solution and revolutionize the concrete industry on a
global scale. Considering that concrete is the second most utilized
material on Earth, surpassed only by water, it is difficult to
imagine a more exciting opportunity. I am very optimistic about the
impact of this collaboration and its potential to catalyze
sustainable and innovative practices in the industry."
Rob Hibberd, Chief Executive
Officer of Nationwide Engineering Research & Development,
commented: "We are delighted to formalise these partnerships
with Black Swan and Arup as part of NERD and we look forward to
combining our skillsets to deliver Concretene to the construction
industry in our drive to reduce global CO2 emissions.
This is further enhanced by our unique long-term research
collaboration with the University of Manchester to further understand the complex
world of nanomaterial technology. We see Concretene as the first
product of many that this partnership will develop, with progress
in paints, polymers and asphalt already in advanced stages as
well."
Matt Lovell, Director at Arup,
commented: "Continued innovation in the production of concrete
can drive the construction industry's journey towards net zero
carbon emissions. Supporting that transformative change with our
NERD partnership furthers Arup's goal of shaping a better,
more sustainable world. We look forward to using our commercial
know-how and deep expertise in the built environment to help NERD's
innovators realise the full potential of Concretene."
Equity Swap
Under the Equity Swap, NERD will issue to Black Swan 7,177 seed
preferred shares (the "NERD Shares"), ranking senior to all
other shares in the share capital of NERD, at a deemed price per
share of £220 for an aggregate deemed subscription price of
approximately £1.58 million or approximately CAD$2.65M (the "Subscription Amount") and
representing a 5.0% ownership stake in NERD on a post-money, fully
diluted basis. Black Swan will pay for the NERD Shares by way of
issuance of 16,371,504 common shares in the capital of Black Swan
(the "Black Swan Shares"), representing a 5.0% ownership
stake in Black Swan on a fully diluted basis. The Black Swan Shares
shall be subject to a hold period of four months under Canadian
securities laws and a 36-month lock-up undertaking. The issuance of
the Black Swan Shares is subject to the approval of the TSX Venture
Exchange (the "TSX-V").
Supply Agreement
Under the Supply Agreement, Black Swan will have the right, and
not the obligation, to supply NERD with bulk graphene and NERD
will, subject to certain terms of the agreement including pricing
mechanism and technical requirements as needed by NERD, purchase
bulk graphene from Black Swan in accordance with its needs (the
"Right to Supply") and the framework of the Supply
Agreement, which includes purchase orders, delivery, shipment, and
risk management protocols, as well as potential product development
and R&D collaboration.
Concretene Technology and Performance
By using the unique properties of nanomaterial graphene, an
atomically thin form of carbon, Concretene offers significant
benefits in compressive, tensile and flexural strength, as well as
faster curing times, less microcracking and reduced permeability to
water and salts. This enables comparable or greater performance to
be achieved in concrete design mixes while using less cement. The
technology has been developed to deliver a product that is
frictionless at the point of use, requiring no additional equipment
or training and, most crucially of all, can be scaled at a viable
cost to industry.
Graphene is exceedingly strong, light and flexible and is the
most conductive material of both electricity and heat ever
discovered. It is also hydrophobic by nature, which means getting
it to mix, interact and disperse in a water-based material such as
concrete is highly complex. Graphene has an immense relative
surface area, up to 2500
m2 in just one (1) gram of material, which acts
as a mechanical support and as an active surface for the chemical
reaction that takes place as cement paste crystallises into its
permanent solid state.
High-magnification study of the finished material shows
differing arrangements of crystallisation between standard and
graphene-enhanced concretes, with a less porous microstructure
evident in the latter. However, making effective graphene-enhanced
concrete is technically challenging as, if allowed, graphene
agglomerates back into clumps of graphite and loses its
strength-giving properties.
Not only does Concretene have the ability to disperse evenly in
large volumes of concrete, but it also demonstrates stability in
solution for storage and transport. Several years of optimization
work have been necessary to achieve these unique performances.
Until recently, producing graphene at a scale large enough for
it to be used in real-world applications has proven challenging.
But with graphene suppliers such as Black Swan able to produce
material in industrial volumes, graphene is becoming a realistic
option for commercial scale in construction.
Corporate Matters
Paradigm Capital is acting as an advisor for Black Swan Graphene
Inc. for the transaction announced today. While no cash
consideration is payable to Paradigm Capital, upon closing of the
transaction, Black Swan will grant Paradigm Capital an aggregate of
1,600,000 compensation warrants with an exercise price of
$0.15 which will be exercisable for a
period of three (3) years from the Closing Date, but not earlier
than 18 months following the Closing Date.
Davies Ward Phillips &
Vineberg ("Davies") served as legal counsel to Black Swan Graphene
Inc., and Withers LLP served as legal counsel to Nationwide
Engineering Research and Development Ltd. for the transaction.
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 industrial sectors, including
concrete, polymers, Li-ion batteries, and others, which are
expected to require large volumes of graphene. Black Swan aims to
leverage the low cost and green hydroelectricity of the province of
Québec as well as the proximity of the eventual graphite production
sites of the province in order to establish a fully integrated
supply chain, reduce overall costs, and accelerate the deployment
of graphene usage. 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 has been at the
forefront of graphene innovation.
For more information, please visit:
www.blackswangraphene.com
About Nationwide Engineering Research and Development
Ltd.
Nationwide Engineering Research & Development (NERD) is a
standalone R&D firm spun out from UK construction group
Nationwide Engineering in 2022 by co-founders and award-winning
chartered civil engineers Rob
Hibberd and Alex McDermott in
order to focus on bringing Concretene, and ultimately a further
suite of sustainable building technologies, to market. In
December 2022, NERD announced a
fundraise of £8,000,000 from LocalGlobe – EMEA's most successful
investor in unicorns at SEED stage1 – for work
towards full commercialisation of the technology. These funds have
allowed NERD to take Tier 1 membership of The University of
Manchester's Graphene Engineering
Innovation Centre, a £60m state-of-the-art facility dedicated to
prototyping nanomaterial technologies. NERD is also committing to a
multi-million-pound sponsorship of a Chair of Construction
Materials to ensure the University – and the collaboration on
Concretene – remains at the forefront of understanding in this
highly complex area of advanced material science.
For more information, please visit:
www.nationwideengineering.co.uk
About Arup Group Limited
Dedicated to sustainable development, Arup is a collective of
designers, consultants and experts working globally. Founded to be
humane and excellent, we collaborate with our clients and partners,
using imagination, technology and rigour to shape a better
world.
For more information, please visit: www.arup.com.
1 According to Dealroom Investor Ranking;
www.dealroom.co
About Mason Graphite Inc.
Mason Graphite is a Canadian corporation focused on seeking
investment opportunities. Its strategy is to develop vertical and
horizontal integration in the mining industry, with a special focus
on industrial and specialty minerals, notably battery-related
materials and their by-products. Its strategy also includes the
development of value-added products, notably for green technologies
like transport electrification. The Company currently owns 100% of
the rights to the Lac Guéret deposit, one of the richest graphite
deposits in the world, which is under an Option and Joint Venture
Agreement with Nouveau Monde Graphite Inc. (TSX-V: NOU) (NYSE:
NMG). Mason Graphite is also the largest shareholder of Black Swan
Graphene Inc., a Canadian publicly traded company (TSX-V: SWAN)
(OTCQB: BSWGF) focusing on the large-scale production and
commercialization of patented high-performance and low-cost
graphene products aimed at several industrial sectors, including
concrete, polymers, Li-ion batteries and others.
For more information, please visit: www.masongraphite.com
Mason Graphite Inc. on behalf of the Board of
Directors
Peter Damouni,
President & Chief Executive Officer
Black Swan Graphene Inc. on behalf of the Board of
Directors
Simon Marcotte,
CFA, President & Chief Executive Officer
Nationwide Research and Development Ltd. on behalf of the
Board of Directors
Rob
Hibberd, Chief Executive Officer
Arup Group Ltd. on behalf of the Board of
Directors
Matt Lovell,
Director
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 the success or failure of the
partnerships between Black Swan and NERD and NERD and ARUP to
deliver the expected results, including the creation of a global
chain of supply for graphene enhanced concrete, risks related to
Black Swan's holding of the NERD Shares, including the risks
related to holding shares of a start-up and related to the lack of
liquidity thereof, risks related to the development of graphene
enhanced concrete and other graphene enhanced components, 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 a scoping and feasibility studies,
and the possibility that future results will not be consistent with
Black Swan's expectations; risks related to commodity prices
fluctuations; and other risks and uncertainties related to Black
Swan's prospects, properties and business detailed elsewhere in
Black Swan'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
Black Swan 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 Black Swan's expectations or projections.
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SOURCE Mason Graphite Inc.