NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN THE UNITED STATES.
SAINT-MICHEL-DES-SAINTS, Québec, July 13, 2018 (GLOBE NEWSWIRE) -- NOUVEAU MONDE GRAPHITE INC. (the “Corporation”) (TSX Venture Exchange:NOU) (OTCQX:NMGRF) (Frankfurt: NMG) is pleased to announce that it has closed the first tranche of a brokered private placement of an aggregate number of 8,961,167 units (the “Units”) in the capital of the Corporation, at a price of $0.30 per Unit, for aggregate gross proceeds of $2,688,350 (the “Offering”).
Each Unit is comprised of one common share in the capital of the Corporation and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder thereof to acquire one common share of the capital of the Corporation (the “Warrant Share”), at a price of $0.40 per Warrant Share, for a period of 24 months following the closing of the Offering.
The Offering was conducted through a syndicate led by Eight Capital together with Haywood Securities Inc., Desjardins Securities Inc. and Canaccord Genuity Corp. acting as agents (the “Agents”). In consideration for their services, the Agents received an aggregate cash commission of $37,701, advisory fees of $18,970 and an aggregate of 125,669 broker warrants and 55,000 advisory warrants to purchase collectively up to 180,669 common shares in the capital of the Corporation, at a price of $0.30 per common share, until July 13, 2020. The Corporation expects to announce the closing of a second tranche in the near future.
The net proceeds of the Offering will be used by the Corporation for capital allocations in connection with Nouveau Monde’s demonstration plant in Saint-Michel-des-Saints, for value-added product development, and for working capital and general corporate purposes.
All securities issued pursuant to the Offering are subject to a restricted period of four months and a day, ending on November 14, 2018 under applicable Canadian securities legislation.
The Corporation expects to be able to file shortly all required documentation to satisfy the conditional acceptance of the TSX Venture Exchange (the “TSXV”).
An aggregate of 2,500,000 Units were subscribed by Les Placement Charles Armand Turpin inc., controlled by Mr. Charles Armand Turpin, an insider of the Corporation, which constitutes “related party transaction” 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 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 Units issued to this insider 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 this related parties transactions will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related party in the Offering were not confirmed.
Flow-Through Shares Private Placement
The Corporation also announces that it has closed a non-brokered private placement (the “FT Shares Offering”) of an aggregate of 2,777,778 flow-through shares (the “FT Shares”) at a price of $0.36 per FT Share, for an aggregate gross proceeds of $1,000,000.
The aggregate gross proceeds of the FT Shares Offering will be used by the Corporation to pay for exploration expenses on its Matawinie property.
All securities issued pursuant to this FT Shares Offering are subject to a restricted period of four months and a day, ending on November 14, 2018 under applicable Canadian securities legislation.
This press release does not constitute an offer of securities for sale in the United States or to “U.S. persons” (“U.S. persons”), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
About Nouveau Monde Graphite
In 2015, Nouveau Monde Graphite discovered a major and high-quality graphite deposit on its Matawinie property, located in Saint-Michel-des-Saints, 150 km north of Montreal, Quebec. The discovery led to the announcement of a prefeasibility study on October 25, 2017. The prefeasibility study results revealed projected graphite concentrate production levels of 52,000 tonnes per year over a 27-year period. In the summer of 2018, NMG will be launching its first tonnes of concentrated graphite flake manufactured in demonstration plant. NMG’s demonstration plant has been built for a production capacity of 2,000 tonnes of concentrated flake graphite for a two-year period.
Moreover, in a vertical integration and sustainable development perspective, the company is planning the establishment of a large-scale graphite secondary transformation facility, catering the needs of the booming lithium-ion battery market. With over 60 years of experience in the world of graphite, NMG’s team develops its projects with the utmost respect of neighboring communities, while favoring a minimal ecological footprint. NMG’s project is privileged by direct access to the workforce and infrastructure needed to operate its mining project, and it can also rely on an abundant, affordable and renewable source of hydroelectricity.
For more information :
Eric Desaulniers President & CEO
Tel: +1 (819) 923-0333 www.nouveaumonde.ca
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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.
All statements, other than statements of historical fact, contained in this press release including, but not limited to generally, or the “About Nouveau Monde Graphite” paragraph which essentially describe the Corporation’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 the Corporation 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. 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. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. 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.
Further information regarding Nouveau Monde is available in the SEDAR database (www.sedar.com) and on the Corporation’s website at: www.nouveaumonde.ca
