SAINT-MICHEL-DES-SAINTS, QUÉBEC-(Marketwired - Oct. 20, 2017) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN THE UNITED STATES.
NOUVEAU MONDE GRAPHITE INC. (the 'Corporation') (TSX VENTURE:NOU)(OTCQX:NMGRF)(FRANKFURT:NM9) is pleased to announce that it has closed a second tranche of its brokered private placement of an aggregate number of 30,820,173 units (the 'Units') in the capital of the Corporation, at a price of $0.30 per Unit, for an aggregate gross proceeds of $9,246,052. Together with the first tranche closed on September 19, 2017, the Corporation issued an aggregate of 45,635,169 Units for total aggregate gross proceeds of $13,690,550 (the first tranche and the second tranche together referred to as the 'Offering').
Given the interest received by subscribers, the Corporation filed for and received the conditional approval of the TSX Venture Exchange (the 'TSXV') in order to increase the maximum threshold of the Offering from $10,000,000 to $15,000,000.
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 (the 'Warrant') shall entitle the holder thereof to acquire one common share of the capital in the Corporation (the 'Warrant Share'), at a price of $0.40 per Warrant Share, for a period of 24 months following their respective date of issuance.
The Offering was conducted through a syndicate led by Eight Capital together with Jett Capital Advisors, LLC, Echelon Wealth Partners Inc. and Haywood Securities Inc. acting as agents (the 'Agents'). In consideration for their services in the Offering, the Agents received an aggregate cash commission of $426,745 and an aggregate of 913,811 broker warrants to purchase up to 913,811 common shares in the capital of the Corporation, at a price of $0.30 per common share expiring on the date that is two years from their respective date of issuance ('Broker Warrants'). In connection with the Offering, the Corporation also paid an aggregate cash commission of $54,785.95 to EMD Financial Inc. and $6,000 to EDE Asset Management Inc. and has issued to each of them an aggregate of 182,620 and 20,000 Broker Warrants, respectively.
The net proceeds of the Offering will be used by the Corporation to incur development expenses on its Matawinie Property.
All securities issued pursuant to the Offering are subject to a restricted period of four months and a day, from their respective date of issuance under applicable Canadian securities legislation.
The Corporation expects to be able to file shortly all required documentation to satisfy the conditional acceptance of the TSXV.
The Corporation would like to thank the Québec financial institutions, namely Ressource Québec, CDPQ Sodémex, Fonds de solidarité FTQ, SIDEX S.E.C and Capital croissance PME II S.E.C. for their significant participation in this second phase of the private placement.
Mr. Jean-Philippe Aubé, a director of the Corporation, have subscribed for 30,000 Units in the Offering, which constitutes a '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.
With a management team that has over 40 years of recent experience in the production, processing and marketing of natural graphite, the Corporation is a dynamic company positioned as a future leader in the emerging North American graphite and anode material for lithium-ion battery markets. The Corporation is evaluating its Matawinie graphite project discovered in 2015 with the objective of becoming the largest graphite mine in North America. The Corporation published a Preliminary Economic Assessment, completed according to NI 43-101 guidelines, in June of 2016. (see press release dated June 22, 2016 : http://bit.ly/2tEsoPT
). The project is located in the Saint-Michel-des-Saints area, some 120 km north of Montreal, Quebec, Canada. It has direct access to all needed infrastructure, labour as well as green and affordable hydroelectricity. The Corporation is developing its project with the highest corporate social responsibility standards while targeting a low environmental footprint (targeting a net zero carbon emission operation).
Except for historical information, this press release may contain 'forward-looking statements' and 'forward-looking information' within the meaning of applicable securities laws that reflect the Nouveau Monde's current expectation regarding future events, including, without limitation, the execution of the definitive agreements. Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of Nouveau Monde, as the case may be, to be materially different from any future results, performance or achievements expressed or implied by the said forward-looking statements. Nouveau Monde expressly disclaims any intention to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, other than as required by law.
Neither 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.
The statements herein that are not historical facts are forward‐looking statements. These statements address future events and conditions and so involve inherent risks and uncertainties. Actual results could differ from those currently projected. The Corporation does not assume the obligation to update any forward‐looking statement.
Eric Desaulniers, Msc Geo
President and Chief Executive Officer of the Corporation