GUERNSEY, Channel Islands,
May 2,
2024 /CNW/ - This news release is issued
by Pallinghurst Bond Limited ("PBL") and Pallinghurst Graphite
International Limited ("PGIL" and, together with PBL, the
"Pallinghurst Entities") pursuant to the early
warning requirements of Canada's National Instrument 62-104 and
National Instrument 62–103 with respect
to the common shares ("Common Shares"), an unsecured
convertible note and common share purchase warrants
("Warrants") of Nouveau Monde Graphite Inc.
(the "Issuer").
On May 2, 2024, PBL purchased
6,250,000 Common Shares and 6,250,000 Warrants from the Issuer, on
a private placement basis, at an aggregate subscription price of
US$12.5 million (C$17,198,750 using the daily rate reported by the
Bank of Canada on May 1, 2024) (the "Investment"), in accordance
with the terms previously announced by the Issuer on February 15, 2024. The Investment was used by the
Issuer to repurchase the unsecured convertible note in an aggregate
principal amount of US$12,500,000
(C$17,198,750 using the daily rate
reported by the Bank of Canada on
May 1, 2024) held by PBL, (the "PBL
Convertible Note").
Immediately prior to completion of the Investment and repayment
of the PBL Convertible Note by the Issuer, the Pallinghurst
Entities were deemed to have beneficial ownership, directly or
indirectly, of an aggregate of 17,067,361 Common Shares consisting
of:
i. 5,618,907 Common Shares owned by
Pallinghurst Graphite Limited ("PGL"), a subsidiary of PGIL;
ii. 5,922,106 Common Shares owned
by PGIL directly;
iii. 2,500,000 Common Shares
issuable to PBL upon conversion in whole of the
PBL Convertible Note;
iv. 2,500,000 Warrants exercisable
into Common Shares, which were issuable to PBL upon conversion in
whole of the PBL Convertible Note; and
v. 526,348 Common Shares issuable
in connection with accrued interest under the PBL Convertible
Note.
This represented approximately 17.48% of the issued and
outstanding Common Shares on a partially diluted basis (assuming
the Warrants and PBL Convertible Note are exercised in full).
Upon completion of the Investment and repayment of the PBL
Convertible Note plus accrued interest, the Pallinghurst Entities
were deemed to have beneficial ownership, directly or indirectly,
of an aggregate of 24,567,361 Common Shares consisting of:
i. 5,618,907 Common Shares owned by
PGL;
ii. 5,922,106 Common Shares owned
by PGIL directly;
iii. 6,776,348 Common Shares owned
by PBL; and
iv. 6,250,000 Warrants owned by PBL
and exercisable into Common Shares.
This represents approximately 20.70% of the issued and
outstanding Common Shares on a partially diluted basis (assuming
the Warrants are exercised in full) after giving effect to the
concurrent issuance of 13,552,695 Common Shares to Mitsui &
Co., Ltd. In connection with the completion of the Investment, PBL
and the Issuer have also entered into a registration rights
agreement.
In accordance with applicable securities laws and subject to the
terms of the second amended and restated investment agreement
entered into between the Pallinghurst Entities and the Issuer on
November 8, 2022, the Pallinghurst
Entities may, from time to time and at any time, acquire additional
shares and/or other equity, debt or other securities or instruments
(collectively, "Securities") of the Issuer in the open
market or otherwise, and reserves the right to dispose of any or
all of its Securities in the open market or otherwise at any time
and from time to time, and to engage in similar transactions with
respect to the Securities, the whole depending on market
conditions, the business and prospects of the Issuer and other
relevant factors.
For further information and to obtain a copy of the early
warning report filed under applicable Canadian provincial
securities legislation in connection with these transactions,
please go
to the Issuer's profile on SEDAR+ (www.sedarplus.ca) or contact Andrew
Willis at +44 1481 740 520. PGIL and
PBL have their registered offices at 2nd Floor, 23-25
Le Pollet, St Peter Port,
Guernsey, GY1 1WQ.
SOURCE Pallinghurst Bond Limited (PBL)