Black Swan Graphene Inc. – s. 1(11)b)

Headnote

Subsection 1(11)(b) -- Order that the issuer is a reporting issuer for the purposes of Ontario securities law -- Issuer is already a reporting issuer in British Columbia and Alberta -- Issuer's securities listed for trading on the TSX Venture Exchange as a capital pool company -- Continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario -- Issuer has a significant connection to Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11)(b).

IN THE MATTER OF THE SECURITIES ACT R.S.O. 1990, c. S. 5, AS AMENDED (the "Act") AND IN THE MATTER OF BLACK SWAN GRAPHENE INC. (the "Filer")

ORDER (Paragraph 1(11)b))

UPON the application of the Filer to the Ontario Securities Commission (the "Commission") for an order pursuant to paragraph 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Filer is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Filer having represented to the Commission as follows:

1. The Filer is a company incorporated under the Business Corporations Act (British Columbia), with its head office located at 1410 -- 120 Adelaide Street West, Toronto, ON, M5H 1T1.

2. The authorized share capital of the Filer consists of an unlimited number of common shares (the "Common Shares"), of which 283,938,008 Common Shares are issued and outstanding as of August 4, 2022.

3. The Filer is a reporting issuer in British Columbia and Alberta and is not a reporting issuer in any other jurisdiction. The Filer became a reporting issuer in British Columbia on July 14, 2010 and in Alberta on July 16, 2010. The Filer's principal regulator is the British Columbia Securities Commission.

4. The continuous disclosure documents filed by the Filer under the Securities Act (British Columbia) (the "BC Act") and the Securities Act (Alberta) (the "AB Act") are available on the System for Electronic Document Analysis and Retrieval ("SEDAR"). The Filer's first electronic filing on SEDAR occurred on June 14, 2010.

5. The Filer is not on the lists of defaulting reporting issuers maintained pursuant to the BC Act or the AB Act , and is not in default of any requirement of either the BC Act or the AB Act or the rules and regulations made thereunder.

6. The continuous disclosure requirements of the BC Act and the AB Act are substantially the same as the continuous disclosure requirements under the Act.

7. On August 2, 2022 the Filer competed its "Qualifying Transaction" (as that term is defined in TSX Venture Exchange Policy 2.4 -- Capital Pool Companies) whereby the Filer, among other things: (i) acquired all of the issued and outstanding shares in the capital of Black Swan Graphene Inc. and Black Swan Graphene Inc. became a wholly-owned subsidiary of the Filer; (ii) changed its name from "Dragonfly Capital Corp." to "Black Swan Graphene Inc."; and (iii) its common shares will commence trading on the TSXV as a Tier 2 Industrial Issuer under the trading symbol "SWAN" (on August 9, 2022). No other securities of the Filer are listed, traded or quoted on any stock exchange or trading or quotation system.

8. The Filer is not in default of any of the rules, regulations or policies of the TSXV.

9. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.

10. Prior to the Qualifying Transaction, the Filer had selected the British Columbia Securities Commission as its principal regulator due to the fact that at that time its head office was located in the Province of British Columbia.

11. Pursuant to section 18 of Policy 3.1 of the TSX Venture Exchange Corporate Finance Manual (the TSXV Manual), a listed-issuer, which is not otherwise a reporting issuer in Ontario, must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 of the TSXV Manual) and, upon becoming aware that it has a significant connection to Ontario, promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.

12. The Filer has determined it has a significant connection to Ontario in accordance with the policies of the TSXV. Specifically, (i) the Filer's head office is located in Toronto, Ontario and (ii) its President and Chief Executive Officer, its Chief Financial Officer and Corporate Secretary, and its VP Corporate Development are all residents of Ontario. Accordingly, the Commission is the appropriate body to serve as the Filer's principal regulator, pursuant to section 3.4(4) of National Instrument 11-202 Process for Prospectus Reviews in Multiple Jurisdictions.

13. The Commission will be the principal regulator of the Filer once the Filer has obtained reporting issuer status in Ontario. Upon granting of this Order, the Filer will amend its SEDAR profile to indicate that the Commission is its principal regulator.

14. None of the Filer, any of its officers or directors, or any shareholder holding sufficient securities of the Filer to affect materially the control of the Filer has:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

15. None of the Filer, any of its officers or directors, or any shareholder holding sufficient securities of the Filer to affect materially the control of the Filer, is or has been subject to:

(a) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver manager or trustee, within the preceding 10 years.

16. None of the Filer's officers or directors, or any shareholder holding sufficient securities to materially affect the control of the Filer, is or has been at the time of such event, an officer or director of any other issuer which is or has been subject to:

(a) any cease trade order or similar order, or order that denied access to any exemptions under Ontario securities law, for a period more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

AND UPON the Commission being satisfied that granting this Order would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to paragraph 1(11)(b) of the Act that the Filer is a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto, Ontario on this 16^th day of September, 2022.