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Black Swan Graphene Inc. (TSXV: SWAN) (OTCQX: BSWGF) (FSE: R960) has completed the acquisition of Falpaco Rubber and Plastic Inc. (“Falpaco”), a Québec-based manufacturer specializing in 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 was completed pursuant to a share purchase agreement dated March 22, 2026 among Claude Robichaud and related entities as sellers, Falpaco, Black Swan, and Black Swan Acquisition Inc., a wholly-owned subsidiary of the company.
Black Swan funded the transaction through a combination of C$4.2 million from available cash on hand, C$6.7 million under debt financing provided by the Desjardins Group, and the issuance of 1,800,000 Black Swan common shares at a deemed issuance price of C$1.00 per share. The issued shares are subject to a four-month hold period under applicable Canadian securities laws.
Black Swan said the acquisition is intended to accelerate commercialization of graphene products by vertically integrating downstream manufacturing and moving closer to end customers. The company plans to combine its proprietary graphene materials and formulation expertise with Falpaco’s injection molding know-how, customer relationships, and industrial scale to shorten development cycles and move 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 about 7% over the past five years. The company employs approximately 45 full-time personnel and is located in the Industrial Park of Granby, Québec, about 45 minutes southeast of Montréal.
Falpaco provides injection molding services including bi-injection and overmolding, supported by in-house capabilities in mold design, tooling, and process optimization. Black Swan noted that Falpaco often acts as a value-added partner to customers—contributing to product design, development, material selection, and performance enhancement—rather than operating solely as a standardized contract manufacturer.
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.
The renewable term loan matures on April 14, 2027 and is repayable in equal and consecutive monthly principal installments based on an 84-month amortization period, with any remaining principal due at maturity along with accrued interest and other amounts owing. The term loan includes an automatic annual renewal feature extending the maturity date by one year unless either party elects not to renew, requests renewal on different terms, or repayment is required or effected under the loan agreement.
In connection with the acquisition, Black Swan and Robichaud entered into a loan agreement under which Robichaud granted an unsecured loan of C$1.8 million to the company at 8% per annum. The loan is repayable in equal monthly installments over 36 months. Interest is payable in arrears on the 6th, 12th, 18th, 24th, 30th and 36th month following the loan date, in cash or, subject to TSX Venture Exchange approval, in Black Swan common shares. The number of shares would be determined monthly during each six-month period based on the amount of interest owing divided by the volume weighted average price of Black Swan common shares on the exchange for each month in that period, subject to exchange policies.
The company also stated it is entitled to set off any payment of the loan against any indemnity claims under the purchase agreement. Black Swan said the loan will be used for general corporate purposes, including integrating Falpaco into the company’s operations.
Simon Marcotte, President and Chief Executive Officer of Black Swan, said the downstream manufacturing expansion provides “industrial credibility, close customer relationships, and manufacturing expertise” to deploy graphene at scale, and that the integrated platform is expected to enable faster iteration and deployment of graphene-enhanced solutions by reducing the need for prolonged joint R&D cycles.
Claude Robichaud, President and shareholder of Falpaco, said the transaction will allow Falpaco and its customers to benefit from advanced graphene-based solutions while preserving the entrepreneurial and technical culture of Falpaco.
Black Swan stated that none of the sellers of Falpaco is not at arm’s length with the company, and that no finder's fee was paid in connection with the acquisition.
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.
Falpaco is a Granby, Québec-based manufacturer specializing in custom molding of plastic and rubber components, offering injection molding services including bi-injection and overmolding, supported by in-house mold design, tooling, and process optimization. The company serves a diversified customer base across multiple industrial sectors.
Black Swan is focused on large-scale production and commercialization of patented high-performance and low-cost graphene products for volume-driven industrial sectors. The company’s graphene processing technology was developed over more than a decade of research by Thomas Swan & Co. Ltd, which remains a key shareholder and commercial partner. Black Swan has launched seven commercially available Graphene Enhanced MasterbatchTM (or GEMTM) polymer products.
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