Nouveau Monde Graphite Inc. (“Nouveau Monde” or the “Corporation”)
(TSXV: NOU; OTCQX: NMGRF; Frankfurt: NM9) is pleased to announce
that it has closed its bought deal public offering of C$17 million
(the “Public Offering”), which forms part of the previously
announced C$20 million financing. The Corporation expects the
previously-announced C$5 million private placement launched
concurrently with the Public Offering to close in early February
2021.
The Public Offering was conducted on a bought
deal basis through BMO Capital Markets as sole underwriter (“BMO”),
by way of a prospectus supplement dated January 15, 2021 (the
“Prospectus Supplement”) to the Corporation’s short form base shelf
prospectus dated January 10, 2019 (the “Base Shelf
Prospectus”).
Pursuant to the Public Offering, the Corporation
issued a total of 11,896,750 Common Shares at a price of C$1.45 per
Common Share (the “Offering Price”) for gross proceeds to the
Corporation of C$17,250,287.50, which includes the exercise, in
full, by BMO of the over-allotment option granted by the
Corporation to purchase an additional 1,551,750 Common Shares at
the Offering Price.
The net proceeds of the Public Offering will be
used for the Bécancour value added graphite project development,
the Matawinie mine and concentrator detailed engineering, as well
as corporate general and administrative expenses.
In connection with the Public Offering, BMO
received a cash commission of 6% of the gross proceeds of the
Public Offering.
Under the Public Offering, Pallinghurst Graphite
Limited (“Pallinghurst”) and Charles-Armand Turpin, insiders of the
Corporation’s, purchased respectively 2,379,316 and 690,000 Common
Shares, which constitutes “related parties transactions” within the
meaning of Regulation 61-101 respecting Protection of Minority
Security Holders in Special Transactions (“Regulation 61-101”) and
TSXV Policy 5.9 – Protection of Minority Security Holders in
Special Transactions. However, the directors of the Corporation who
voted in favour of the Public Offering have determined that the
exemptions from formal valuation and minority approval requirements
provided for respectively under subsections 5.5(a) and 5.7(1)(a) of
Regulation 61-101 can be relied on as neither the fair market value
of the Common Shares issued to Pallinghurst and Charles-Armand
Turpin nor the fair market value of the consideration paid exceed
25% of the Corporation’s market capitalization. None of the
Corporation’s directors has expressed any contrary views or
disagreements with respect to the foregoing.
A material change report in respect of these
related parties transactions will be filed by the Corporation but
could not be filed earlier than 21 days prior to the closing of the
Public Offering due to the fact that the terms of the participation
of each of the non-related parties and the related parties in the
Public Offering were not confirmed.
The securities offered have not been and will
not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Copies of the Prospectus Supplement and the Base
Shelf Prospectus are available on SEDAR at www.sedar.com. Copies of
the Prospectus Supplement and the Base Shelf Prospectus may also be
obtained by contacting BMO at Brampton Distribution Centre C/O The
Data Group of Companies, 9195 Torbram Road, Brampton, Ontario,
L6S 6H2, by telephone at +1-905-791-3151, ext 4312 or by email
at torbramwarehouse@datagroup.ca.
About Nouveau Monde
Nouveau Monde will be a key operator in the
sustainable energy revolution. The Corporation is developing the
only fully-integrated source of green battery anode material in the
Western World. Targeting full-scale commercial operations by early
2023, the Corporation will provide advanced carbon-neutral
graphite-based material solutions to the growing lithium-ion and
fuel cell markets. With low-cost operations and the highest of ESG
standards, Nouveau Monde will become a strategic supplier to the
World’s leading battery and auto manufacturers, ensuring robust and
reliable advanced material, while guaranteeing supply chain
traceability.
Media |
Investors |
Julie Paquet Director,
Communications Nouveau Monde +1-450-757-8905
#140 jpaquet@nouveaumonde.ca |
Christina Lalli Director,
Investor Relations Nouveau Monde
+1-438-399-8665 clalli@nouveaumonde.ca |
Cautionary Note Regarding
Forward-Looking Information All statements, other
than statements of historical fact, contained in this press release
including, but not limited to those relating to the the expected
use of proceeds, the closing of the previously-announced C$5
million private placement, and the “About Nouveau Monde Graphite”
paragraph which essentially describes Nouveau Monde’s outlook and
objectives, constitute “forward-looking information” or
“forward-looking statements” within the meaning of certain
securities laws, and are based on expectations, estimates and
projections as of the time of this press release.
Forward-looking statements are necessarily based
upon a number of estimates and assumptions that, while considered
reasonable by Nouveau Monde as of the time of such statements, are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. These estimates and
assumptions may prove to be incorrect. Many of these uncertainties
and contingencies can directly or indirectly affect, and could
cause, actual results to differ materially from those expressed or
implied in any forward-looking statements. Certain important
estimates or assumptions by the Corporation in making
forward-looking statements include. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements.
By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and
specific, and risks exist that estimates, forecasts, projections
and other forward-looking statements will not be achieved or that
assumptions do not reflect future experience. Forward-looking
statements are provided for the purpose of providing information
about management’s expectations and plans relating to the future.
Readers are cautioned not to place undue reliance on these
forward-looking statements as a number of important risk factors
and future events could cause the actual outcomes to differ
materially from the beliefs, plans, objectives, expectations,
anticipations, estimates, assumptions and intentions expressed in
such forward-looking statements. All of the forward-looking
statements made in this press release are qualified by these
cautionary statements and those made in our other filings with the
securities regulators of Canada. The Corporation disclaims any
intention or obligation to update or revise any forward-looking
statements or to explain any material difference between subsequent
actual events and such forward-looking statements, except to the
extent required by applicable law.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Further information regarding Corporation is
available in the SEDAR database (www.sedar.com) and on the
Corporation’s website at: www.NouveauMonde.group
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