Nouveau Monde Graphite Inc. (“
Nouveau Monde” or
the “
Company”) (NYSE: NMG; TSXV: NOU) today
announced the launch of a proposed underwritten public offering
(the “
Offering”) of 7,000,000 of its common shares
(the “
Common Shares”). All of the Common Shares to
be sold in the Offering will be offered by Nouveau Monde. Nouveau
Monde also expects to grant the underwriters a 30-day option to
purchase up to an additional 15% of the Common Shares sold pursuant
to the Offering (the “
Over-Allotment Option”).
Evercore ISI and BMO Capital Markets are acting
as joint book-running managers for the proposed Offering.
The Company is also pleased to announce that,
shortly following the closing of the Offering and after preliminary
discussions with one of its current shareholders, it plans to
complete a non-brokered private placement of a maximum of 1,750,000
Common Shares on the same terms as the Offering (the
“Private Placement”). Moreover, the shareholder
participating in the Private Placement will have the option to
purchase a maximum of 262,500 additional Common Shares in the
event of the full exercise of the Over-Allotment Option under the
Offering (or such lesser number of Common Shares as is
proportionate to any lesser exercise of the Over-Allotment Option)
(the “Private Placement Option”). The Private
Placement will be made pursuant to an exemption from Canadian
prospectus requirements and the Common Shares issued thereto will
be subject to restrictions on resale for a period of four months
and one day from the closing of the Private Placement under
applicable Canadian securities legislation. The Private Placement
and the Private Placement Option are expected to close within 45
days following the filing of the final version of the prospectus
supplement to the Base Shelf Prospectus (as defined below) prepared
in connection with the Offering, and will be subject to the Company
receiving all necessary regulatory approvals, including the
approval of the TSX Venture Exchange
(the “TSXV”) and the New York Stock Exchange
(the “NYSE”). Closing of the Private
Placement and of the Offering are not conditional upon each
other.
The Company expects the net proceeds of the
Offering and the Private Placement to be used towards the
development of the Matawinie mine project and LiB anode plant
project and for general working capital and corporate expense
needs.
In connection with the Offering, Nouveau Monde
filed a preliminary prospectus supplement
(the “Preliminary Prospectus
Supplement”) to the Company’s existing base shelf
prospectus filed in Canada (the “Base Shelf
Prospectus”) and the Company's United States registration
statement on Form F-10 (the “Registration
Statement”) filed with the U.S. Securities and Exchange
Commission (the “SEC”) under the U.S.-Canada
multijurisdictional disclosure system (MJDS). The Offering is being
made in the United States and in each of the provinces of Canada.
The Preliminary Prospectus Supplement, the Base Shelf Prospectus
and the Registration Statement contain important information about
the Company and the proposed Offering. Prospective investors should
read the Preliminary Prospectus Supplement, the Base Shelf
Prospectus and the Registration Statement and the documents
incorporated by reference therein before making an investment
decision. The Preliminary Prospectus Supplement filed in Canada
(together with the related Base Shelf Prospectus) is available on
SEDAR at www.sedar.com. The Preliminary Prospectus Supplement filed
in the United States (together with the Registration Statement) is
available on the SEC’s website at www.sec.gov. Alternatively, the
Preliminary Prospectus Supplement filed in Canada (together with
the related Base Shelf Prospectus) and the Preliminary Prospectus
Supplement filed in the United States (together with the
Registration Statement) may be obtained, when available, upon
request from any of the following sources: Evercore Group L.L.C.,
Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor,
New York, NY 10055, by telephone at (888) 474-0200 or by e-mail
at ecm.prospectus@evercore.com; or in Canada by contacting BMO
Capital Markets, Brampton Distribution Centre C/O The Data Group of
Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by
telephone at 905-791-3151 Ext 4312 or by email at
torbramwarehouse@datagroup.ca, and in the United States by
contacting BMO Capital Markets Corp., Attn: Equity Syndicate
Department, 3 Times Square, 25th Floor, New York, NY 10036, or by
telephone at (800) 414-3627 or by email at
bmoprospectus@bmo.com.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy securities, nor will
there be any sale of the securities in any province, state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such province, state or jurisdiction. The
securities being offered and the contents of this press release
have not been approved or disapproved by any regulatory authority,
nor has any such authority passed upon by the accuracy or adequacy
of the Preliminary Prospectus Supplement, the Base Shelf Prospectus
or the Registration Statement.
About Nouveau Monde
Nouveau Monde is striving to become a key
contributor to the sustainable energy revolution. The Company is
working towards developing a fully-integrated source of green
battery anode material in Québec, Canada. Targeting commercial
operations by 2023, the Company is developing advanced
carbon-neutral graphite-based material solutions for the growing
lithium-ion and fuel cell markets. With low-cost operations and
enviable ESG standards, Nouveau Monde 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.
Media |
Investors |
Julie Paquet VP Communications
& ESG Strategy +1-450-757-8905
#140jpaquet@nouveaumonde.ca |
Christina Lalli Director,
Investor
Relations +1-438-399-8665 clalli@nouveaumonde.ca |
Cautionary Note Regarding
Forward-Looking Information
All statements, other than statements of
historical fact, contained in this press release including, but not
limited to, the Offering and the Private Placement, the expected
use of proceeds, the receiving of all necessary regulatory
approvals, the approval for the listing of the Common Shares to be
issued pursuant to the Offering and the Private Placement on the
TSXV and the NYSE, as applicable, and those which are discussed
under the “About Nouveau Monde” paragraph and elsewhere in this
press release which essentially describe the Company’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 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 are based upon various
underlying factors and assumptions, including that the Offering
will be completed on favourable terms and that the proceeds from
the Offering, if any, will be utilized by Nouveau Monde as
currently expected, and are not guarantees of future
performance.
Forward-looking information and 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 information and statements. Risk
factors that could cause actual results or events to differ
materially from current expectations include, among others, the
conduct of the Offering and the Private Placement, the granting of
the Over-Allotment Option, the anticipated use of proceeds from the
Offering and the Private Placement, 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 favourable 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,
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. 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.
No securities regulatory authority nor
the TSXV nor its Regulation Services Provider (as that term is
defined in the policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.
Further information regarding Company is
available in the SEDAR database (www.sedar.com) and in the SEC’s
EDGAR database (www.sec.gov).
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