Mason Resources Inc (MGPHF)

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MASON GRAPHITE INC.
Management's Discussion and Analysis
Three And Nine Months Ended March 31, 2023
May 29, 2023
The Joint Venture will be formed if NMG exercises its option and becomes the owner of a 51% interest in the Property.
The Joint Venture will be formed with the objective of further exploring the Property and, if deemed warranted by NMG
and Mason Graphite, of developing, constructing, and operating a mine on the Property or a part of it, and
commercializing the minerals derived therefrom. The Joint Venture will also have full and continuous access to NMG’s
Demonstration Plant and the expertise of NMG in order to support the commercialization of the graphite derived from
the Property.
Concurrently with the execution of the OJV Agreement, Mason Graphite and Nouveau Monde have completed the
private placement of 5.0 million common shares of the Company (the “Initial Shares”) to Nouveau Monde at a price of
$0.50 per Initial Share for gross proceeds to the Company of $2.5 million. The Company intends to use the net
proceeds from the sale of the Initial Shares to fund agreed expenses on the Lac Guéret property pursuant to the OJV
Agreement. The Initial Shares will be subject to a four-month hold period pursuant to applicable securities laws.
The gross proceeds from the Subscription Receipt Financing (collectively, the “Escrowed Funds”), less the reasonable
expenses of the Subscription Receipt Agent incurred in connection with the Subscription Receipt Financing, were held
in escrow pursuant to the terms of the Subscription Receipt Agreement and shall be released immediately prior to
completion of the Transaction.
On December 12, 2022, the Company announced that following discussions with certain of its significant shareholders
and other stakeholders, the board of directors of the Company (the "Board") has decided to increase the size of the
Board from six directors to seven directors, and to appoint Ms. Adree DeLazzer as an additional independent director of
the Company, effective following the Annual General and Special Meeting of Shareholders of the Company held
virtually on December 20, 2022.
B) INVESTMENT IN BLACK SWAN GRAPHENE
On July 21, 2021, the Company has announced the creation of Black Swan Graphene Inc. (“Black Swan Graphene”)
and the entering into of a definitive agreement whereby Mason Graphite has agreed, through Black Swan Graphene, to
purchase strategic assets related to patented graphene production technology from Thomas Swan & Co. Limited
(“Thomas Swan”), a leading UK-based specialty chemicals company (the “Transaction”). The consideration paid by
Black Swan Graphene to Thomas Swan for such assets was $7,706,200, comprised of £3 million and shares
representing 33.33% of Black Swan Graphene’s issued and outstanding shares. Upon the completion of the
Transaction, Mason Graphite also invested approximately $2.5 million in Black Swan Graphene for working capital
purposes.
In connection with the Transaction, Black Swan Graphene has acquired a license from Trinity College Dublin for the
production of exfoliated defect-free, non-oxidised 2-D materials in large quantities (the “TCD License”), which license
was previously held by Thomas Swan. In addition, Black Swan Graphene and Thomas Swan have entered into a
License Agreement and a Sub-License Agreement, pursuant to which Black Swan Graphene has granted Thomas
Swan a license to graphene processing technology for production of up to 1,000 tonnes per year and Black Swan
Graphene has sub-licensed the TCD License to Thomas Swan, respectively.
In addition to the assets related to the graphene processing technology and associated know-how sold to Black Swan
Graphene, Thomas Swan also contributes its exclusive production and commercialization expertise while providing
access to subject matter expertise, such as access to personnel and technical support, and deliverables from its
operation in Northern England pursuant to a Services Agreement entered into between Black Swan Graphene and
Thomas Swan. Black Swan Graphene aims to establish a large-scale commercial production facility in Québec,
Canada, in order to leverage the province’s competitive and green hydroelectricity, as well as the proximity of Mason
Graphite’s planned production sites. These factors are key and will accelerate the production and commercialization of
the graphene developed by Thomas Swan by integrating the supply chain and lowering production costs.
Upon the completion of the Transaction, Mason Graphite and Thomas Swan held 66.67% and 33.33%, respectively, of
the issued and outstanding shares of Black Swan Graphene. Pursuant to an agreement entered into simultaneously
with the Transaction, Mr. Fahad Al Tamimi, Chairman of Mason Graphite, acquired directly from Thomas Swan an 8%-
equity interest in Black Swan Graphene.
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