Nouveau Monde Graphite Inc. (“NMG“ or the “Company”) (NYSE: NMG,
TSX.V: NOU) announces it has closed its private placement
previously announced on February 15, 2024 (the “Tranche 1
Investment”) of 25,000,000 common shares in the capital of the
Company (“Common Shares”) and 25,000,000 common share purchase
warrants (the “Warrants”) for aggregate gross proceeds of US$50
million in accordance with the subscription agreements entered into
between the Company and each of Panasonic Holdings Corporation
(“Panasonic”) and General Motors Holdings LLC (“GM”) on February
14, 2024. Through the Tranche 1 Investment, each of GM and
Panasonic subscribed for 12,500,000 Common Shares and 12,500,000
Warrants for an aggregate purchase price of US$25 million. The
Company intends to use the proceeds of the Tranche 1 Investment to
support the advancement of NMG’s Phase-2 operations – the Matawinie
Mine and the Bécancour Battery Material Plant – in line with their
respective battery specifications. The Company anticipates closing
its private placement of 18,750,000 Common Shares and 18,750,000
Warrants, previously announced on February 15, 2024, for aggregate
gross proceeds of US$37.5 million in accordance with the
subscription agreements entered into between the Company and each
of Mitsui & Co., Ltd. and Pallinghurst Bond Limited
(collectively, the “Related Party Transactions”) upon receipt of
the required regulatory approvals and satisfaction of the
requirements of Regulation 61-101 respecting Protection of Minority
Security Holders in Special Transactions (as described in detail in
the February 15, 2024 news release) and will provide further
updates on the Related Party Transactions in due course.
The Warrants are subject to a hold period of 4 months and one
day expiring on June 29, 2024.
BMO Capital Markets acted as financial advisor to the Company in
connection with the Tranche 1 Investment and the Company has agreed
to pay BMO Capital Markets an aggregate amount totaling
US$1,250,000.
For further information regarding the Tranche 1 Investment,
please refer to NMG’s press releases dated February 15, 2024,
available under NMG’s profile on SEDAR+ at www.sedarplus.ca and on
EDGAR at www.sec.gov, and on NMG’S website at:
https://nmg.com/binding-offtake-panasonic/,
https://nmg.com/binding-offtake-gm/ and
https://nmg.com/private-investment-offtake/. Copies of the material
agreements not entered into in the ordinary course of business,
being the subscription agreements with each of GM and Panasonic,
the investor rights agreements with each of GM and Panasonic, and
the registration rights agreement with Panasonic, are or will be
available on the Company’s page on SEDAR+ at www.sedarplus.ca and
on EDGAR at www.sec.gov, and the summary of such agreements
contained herein is qualified in its entirety by the reference to
such documents.
Early Warning Disclosure Pursuant to Regulation
62-103
Prior to the Tranche 1 Investment, Panasonic owned no shares in
the capital of NMG and no Warrants. Following the Tranche 1
Investment, Panasonic will own 12,500,000 Common Shares
representing 11.12% of the issued and outstanding Common Shares
(after giving effect to the issuance of 12,500,000 Common Shares to
each of GM and Mitsui & Co., Ltd. and of 6,250,000 Common
Shares to Pallinghurst Bond Limited or their respective affiliates
as announced by NMG on February 15, 2024 and without giving effect
to the exercise of any Warrants) and 12,500,000 Warrants, which
will represent an additional 12,500,000 Common Shares if exercised,
which would bring the total amount owned by Panasonic to 25,000,000
Common Shares on a diluted basis, representing 20.0% of the then
issued and outstanding Common Shares (after giving effect only to
the exercise of the Warrants by Panasonic and subject to the
restrictions described below).
In relation to the exercise of Warrants by Panasonic, the terms
and conditions of the warrant certificate, representing the
Warrants issued to Panasonic, provide that Panasonic will not be
entitled to exercise Warrants that would result in Panasonic owning
more than 19.9% of the then issued and outstanding shares of NMG
unless NMG has obtained regulatory approval.
About Nouveau Monde Graphite
Nouveau Monde Graphite is striving to become a key contributor
to the sustainable energy revolution. The Company is working
towards developing a fully integrated source of carbon-neutral
battery anode material in Québec, Canada, for the growing
lithium-ion and fuel cell markets. With enviable ESG standards, NMG
aspires to become a strategic supplier to the world’s leading
battery and automobile manufacturers, providing high-performing and
reliable advanced materials while promoting sustainability and
supply chain traceability. www.NMG.com
About GM
General Motors (NYSE:GM) is a global company focused on
advancing an all-electric future that is inclusive and accessible
to all. At the heart of this strategy is the Ultium battery
platform, which will power everything from mass-market to
high-performance vehicles. General Motors, its subsidiaries and its
joint venture entities sell vehicles under the Chevrolet, Buick,
GMC, Cadillac, Baojun and Wuling brands. More information on the
company and its subsidiaries, including OnStar, a global leader in
vehicle safety and security services, can be found at
www.gm.com.
About Panasonic Energy
Panasonic Energy established in April 2022 as part of the
Panasonic Group's switch to an operating company system, provides
innovative battery technology-based products and solutions
globally. Through its automotive lithium-ion batteries, storage
battery systems and dry batteries, the company brings safe,
reliable, and convenient power to a broad range of business areas,
from mobility and social infrastructure to medical and consumer
products. Panasonic Energy is committed to contributing to a
society that realizes happiness and environmental sustainability,
and through its business activities the company aims to address
societal issues while taking the lead on environmental initiatives.
For more details, please visit www.Panasonic.com/global/energy
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Cautionary Note
All statements, other than statements of historical fact,
contained in this press release including, but not limited to those
describing the expected use of proceeds of the Tranche 1
Investment, the Tranche 1 Investment, closing of US$37.5 million
private placement, receipt of required regulatory approvals and
satisfaction of Regulation 61-101 requirements, and those
statements which are discussed under the “About Nouveau Monde”
paragraph and elsewhere in the press release which essentially
describe the Company’s outlook and objectives, constitute
“forward-looking information” or “forward-looking statements”
(collectively, “forward-looking statements”) within the meaning of
Canadian and United States 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 Company 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. Moreover, these
forward-looking statements were based upon various underlying
factors and assumptions, including the current technological
trends, the business relationship between the Company and its
stakeholders, the ability to operate in a safe and effective
manner, the timely delivery and installation at estimated prices of
the equipment supporting the production, assumed sale prices for
graphite concentrate, the accuracy of any Mineral Resource
estimates, future currency exchange rates and interest rates,
political and regulatory stability, prices of commodity and
production costs, the receipt of governmental, regulatory and third
party approvals, licenses and permits on favorable terms, sustained
labor stability, stability in financial and capital markets,
availability of equipment and critical supplies, spare parts and
consumables, the various tax assumptions, CAPEX and OPEX estimates,
all economic and operational projections relating to the project,
local infrastructures, the Company’s business prospects and
opportunities and estimates of the operational performance of the
equipment, and are not guarantees of future performance.
Forward-looking statements are subject to known or unknown risks
and uncertainties that may cause actual results to differ
materially from those anticipated or implied in the forward-looking
statements. Risk factors that could cause actual results or events
to differ materially from current expectations include, among
others, those risks, delays in the scheduled delivery times of the
equipment, the ability of the Company to successfully implement its
strategic initiatives and whether such strategic initiatives will
yield the expected benefits, the availability of financing or
financing on favorable terms for the Company, the dependence on
commodity prices, the impact of inflation on costs, the risks of
obtaining the necessary permits, the operating performance of the
Company’s assets and businesses, competitive factors in the
graphite mining and production industry, changes in laws and
regulations affecting the Company’s businesses, including the
changes in China’s policy regarding restrictions on Chinese
graphite materials exportations, political and social acceptability
risk, environmental regulation risk, currency and exchange rate
risk, technological developments, the impacts of the global
COVID-19 pandemic and the governments’ responses thereto, and
general economic conditions, as well as earnings, capital
expenditure, cash flow and capital structure risks and general
business risks. A further description of risks and uncertainties
can be found in NMG’s Annual Information Form dated March 23, 2023,
including in the section thereof captioned “Risk Factors”, which is
available on SEDAR+ at www.sedarplus.ca and on EDGAR at
www.sec.gov. Unpredictable or unknown factors not discussed in this
Cautionary Note could also have material adverse effects on
forward-looking statements.
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 Company 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.
The market and industry data contained in this press release is
based upon information from independent industry publications,
market research, analyst reports and surveys and other publicly
available sources. Although the Company believes these sources to
be generally reliable, market and industry data is subject to
interpretation and cannot be verified with complete certainty due
to limits on the availability and reliability of raw data, the
voluntary nature of the data-gathering process and other
limitations and uncertainties inherent in any survey. The Company
has not independently verified any of the data from third-party
sources referred to in this press release and accordingly, the
accuracy and completeness of such data is not guaranteed.
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 the Company is available in the
SEDAR+ database (www.sedarplus.ca), and for United States readers
on EDGAR (www.sec.gov), and on the Company’s website at:
www.NMG.com
The securities being offered pursuant to the Tranche 1
Investment have not been registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) and
may not be offered or sold in the United States or to, or for the
account or benefit of, U.S. persons 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 state in which such offer, solicitation or sale would be
unlawful. “United States” and “U.S. person” are as defined in
Regulation S under the U.S. Securities Act.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240228956895/en/
MEDIA Julie Paquet VP Communications & ESG Strategy
+1-450-757-8905 #140 jpaquet@nmg.com
INVESTORS Marc Jasmin Director, Investor Relations
+1-450-757-8905 #993 mjasmin@nmg.com
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