Nouveau Monde Graphite Inc. (“NMG” or the “Firm”) ( NYSE: NMG , TSXV: NOU ) broadcasts that, on the particular assembly of the Firm’s shareholders (“Shareholders”) held immediately, Shareholders accredited the previously announced aggregate US$37.5-million private placements from Mitsui & Co., Ltd. (“Mitsui”) (TYO: 8031) and Pallinghurst Bond Restricted (“Pallinghurst”) that can be accomplished by NMG issuing frequent shares and warrants in change for the give up and cancellation of every of Mitsui’s and Pallinghurst’s convertible notes dated November 8, 2022, as amended and restated on April 11, 2023 (the “Associated Occasion Personal Placements”).
Mitsui had dedicated to a non-public placement of US$25 million and Pallinghurst to a non-public placement of US$12.5 million, in every case topic to the approval of disinterested Shareholders of every transaction in accordance with Regulation 61-101 Safety of Minority Safety Holders in Particular Transactions (“Regulation 61-101”) and Coverage 5.9 Safety of Minority Safety Holders in Particular Transactions (“Coverage 5.9”) and to regulatory approvals.
As per Regulation 61-101, the Firm’s disinterested administrators engaged Fort Capital Companions British Columbia (“Fort Capital Companions”) to hold out a valuation evaluation and equity opinion (the “Valuation and Equity Opinion”). The Valuation and Equity Opinion concluded that the Associated Occasion Personal Placements are truthful, from a monetary standpoint, to Shareholders (aside from Mitsui and Pallinghurst).
Issues Voted on the Particular Assembly
Shareholders adopted all resolutions submitted for his or her approval, together with the Associated Occasion Personal Placements. The whole voting outcomes for every merchandise of enterprise are as follows:
RESOLUTIONS |
IN FAVOR |
WITHHELD |
||
Votes |
% |
Votes |
% |
|
Mitsui Personal Placement |
43,333,378 |
99.36% |
278,086 |
0.64% |
Pallinghurst Personal Placement |
31,165,461 |
99.11% |
281,398 |
0.89% |
Creation of a brand new management particular person, being Mitsui |
43,422,952 |
99.57% |
188,512 |
0.43% |
Creation of a brand new management particular person, being Common Motors LLC |
30,951,993 |
99.49% |
159,471 |
0.51% |
Creation of a brand new management particular person, being Panasonic Holdings Company |
43,488,962 |
99.72% |
122,502 |
0.28% |
Closing of the Associated Occasion Personal Placements
NMG, Mitsui and Pallinghurst are scheduled to shut the Associated Occasion Personal Placements on Might 2, 2024, topic to the ultimate acceptance of the TSX Enterprise Trade.
Mitsui is exchanging its convertible notice, dated November 8, 2022, as amended and restated on April 11, 2023, for 12,500,000 Widespread Shares within the capital of NMG (the “Widespread Shares”) and 12,500,000 Widespread Share buy warrants on the identical pricing and different phrases because the beforehand introduced US$25 million fairness funding in NMG (the “Tranche 1 Funding”) by Panasonic Holdings Company and Common Motors LLC (the “Anchor Clients”). NMG may also enter into an investor rights settlement (the “Investor Rights Settlement”) with Mitsui on the closing of their funding. Pursuant to the Investor Rights Settlement, Mitsui can be required to “lock-up” its securities for a interval of 12 months from the date of their funding. The Investor Rights Settlement additionally supplies Mitsui with sure rights referring to its funding in NMG, specifically sure board nomination and anti-dilution rights. Mitsui can be topic to a standstill limitation whereby it won’t be able to extend its holdings past 20% of the issued and excellent Widespread Shares for a interval of three years.
Pallinghurst is exchanging its convertible notice, dated November 8, 2022, as amended and restated on April 11, 2023, for six,250,000 Widespread Shares and 6,250,000 Widespread Share buy warrants on the identical pricing and different phrases because the Tranche 1 Funding with the Anchor Clients. NMG will enter right into a registration rights settlement with Pallinghurst on the closing of their funding.
Concurrently with the redemption, give up and cancellation of Mitsui’s and Pallinghurst’s convertible notes, 1,579,043 frequent shares which have been reserved for issuance can be issued as totally paid and non-assessable frequent shares.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an built-in firm creating accountable mining and superior manufacturing operations to provide the worldwide economic system with carbon-neutral energetic anode materials to energy EV and renewable vitality storage techniques. The Firm is creating a totally built-in ore-to-battery-material supply of graphite-based energetic anode materials in Québec, Canada. With enviable ESG requirements and structuring partnerships with anchor prospects, NMG is ready to grow to be a strategic provider to the world’s main lithium-ion battery and EV producers, offering high-performing and dependable superior supplies whereas selling sustainability and provide chain traceability. www.NMG.com
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Cautionary Observe
All statements, aside from statements of historic truth, contained on this press launch together with, however not restricted to these describing the closing of the transactions contemplated with Pallinghurst and Mitsui, receipt of any regulatory or different approvals in respect of the initiatives described herein, the anticipated advantages of the initiatives described herein, the usage of proceeds of the Associated Occasion Personal Placements, the anticipated timing and numerous steps to be accomplished in reference to the Associated Occasion Personal Placements, together with closing, the supposed provide of energetic anode materials to GM and Panasonic Vitality Co., Ltd., a completely owned subsidiary of Panasonic and anticipated quantity of energetic anode materials per 12 months, the Firm’s deliberate all-electric operations, the Firm’s initiatives and commitments described on this press launch, together with these associated to ESG, the optimistic affect of the foregoing on undertaking economics and shareholder worth, the Firm’s relationship with its stakeholders, together with First Nations, suppliers, contractors and staff, market and business developments, the final enterprise and operational outlook of the Firm, the supposed outcomes of the initiatives described on this press launch and people statements that are mentioned underneath the “About Nouveau Monde” paragraph and elsewhere within the press launch which primarily describe the Firm’s outlook and aims, represent “forward-looking data” or “forward-looking statements” (collectively, “forward-looking statements”) inside the which means of Canadian and United States securities legal guidelines, and are primarily based on expectations, estimates and projections as of the time of this press launch. Ahead-looking statements are essentially primarily based upon plenty of estimates and assumptions that, whereas thought-about cheap by the Firm as of the time of such statements, are inherently topic to important enterprise, financial and aggressive uncertainties and contingencies. These estimates and assumptions could show to be incorrect. Furthermore, these forward-looking statements have been primarily based upon numerous underlying components and assumptions, together with the present technological developments, the enterprise relationship between the Firm and its stakeholders, the power to function in a secure and efficient method, the well timed supply and set up at estimated costs of the gear supporting the manufacturing, assumed sale costs for graphite focus, the accuracy of any Mineral Useful resource estimates, future foreign money change charges and rates of interest, political and regulatory stability, costs of commodity and manufacturing prices, the receipt of governmental, regulatory and third get together approvals, licenses and permits on favorable phrases, sustained labor stability, stability in monetary and capital markets, availability of kit and demanding provides, spare elements and consumables, the varied tax assumptions, CAPEX and OPEX estimates, all financial and operational projections referring to the undertaking, native infrastructures, the Firm’s enterprise prospects and alternatives and estimates of the operational efficiency of the gear, and aren’t ensures of future efficiency.
Ahead-looking statements are topic to recognized or unknown dangers and uncertainties which will trigger precise outcomes to vary materially from these anticipated or implied within the forward-looking statements. Danger components that might trigger precise outcomes or occasions to vary materially from present expectations embody, amongst others, these dangers, delays within the scheduled supply occasions of the gear, the power of the Firm to efficiently implement its strategic initiatives and whether or not such strategic initiatives will yield the anticipated advantages, the provision of financing or financing on favorable phrases for the Firm, the dependence on commodity costs, the affect of inflation on prices, the dangers of acquiring the required permits, the working efficiency of the Firm’s property and companies, aggressive components within the graphite mining and manufacturing business, modifications in legal guidelines and rules affecting the Firm’s companies, together with the modifications in China’s coverage relating to restrictions on Chinese language graphite supplies exportations, political and social acceptability threat, environmental regulation threat, foreign money and change fee threat, technological developments, and normal financial situations, in addition to earnings, capital expenditure, money stream and capital construction dangers and normal enterprise dangers. An extra description of dangers and uncertainties could be present in NMG’s Annual Data Type dated March 27, 2024, together with within the part thereof captioned “Danger Elements”, which is accessible on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov . Unpredictable or unknown components not mentioned on this Cautionary Observe might even have materials antagonistic results on forward-looking statements.
Many of those uncertainties and contingencies can immediately or not directly have an effect on, and will trigger, precise outcomes to vary materially from these expressed or implied in any forward-looking statements. There could be no assurance that forward-looking statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Ahead-looking statements are supplied for the aim of offering details about administration’s expectations and plans referring to the longer term. The Firm disclaims any intention or obligation to replace or revise any forward-looking statements or to clarify any materials distinction between subsequent precise occasions and such forward-looking statements, besides to the extent required by relevant regulation.
The market and business information contained on this press launch relies upon data from impartial business publications, market analysis, analyst studies and surveys and different publicly obtainable sources. Though the Firm believes these sources to be typically dependable, market and business information is topic to interpretation and can’t be verified with full certainty resulting from limits on the provision and reliability of uncooked information, the voluntary nature of the data-gathering course of and different limitations and uncertainties inherent in any survey. The Firm has not independently verified any of the info from third-party sources referred to on this press launch and accordingly, the accuracy and completeness of such information isn’t assured.
Neither the TSX Enterprise Trade nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Trade) accepts duty for the adequacy or accuracy of this launch.
Additional data relating to the Firm is accessible within the SEDAR+ database ( www.sedarplus.ca ), and for United States readers on EDGAR ( www.sec.gov ), and on the Firm’s web site at: www.NMG.com
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MEDIA
Julie Paquet
VP Communications and ESG Technique
+1-450-757-8905, ext. 140
jpaquet@nmg.com
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905, ext. 993
mjasmin@nmg.com