Nouveau Monde Graphite Inc. (“
Nouveau Monde” or
the “
Company”) (NYSE: NMG; TSXV: NOU) today
announced the pricing of its previously announced underwritten
public offering (the “
Offering”) of 7,000,000 of
its common shares (the “
Common Shares”) at a price
per share of US$7.50 (the “
Offering Price”) for
aggregate gross proceeds of US$52,500,000. Nouveau Monde has
granted the underwriters a 30-day option to purchase up to an
additional 1,050,000 Common Shares at the Offering Price. The
Offering is expected to close on Wednesday, June 23, 2021, subject
to customary closing conditions.
Evercore ISI and BMO Capital Markets are acting
as joint book-running managers for the Offering. B. Riley
Securities and Stifel GMP are also acting as joint book-running
managers. Roth Capital Partners is acting as co-manager for the
Offering.
One of the Company’s current shareholders,
Pallinghurst Graphite International Limited, has indicated that it
and one of its investors collectively intend to purchase 706,666
Common Shares in the Offering for aggregate gross proceeds to the
Company of approximately US$5,300,000. Further, shortly following
the closing of the Offering and after preliminary discussions with
one of its other current shareholders, the Company plans to
complete a non-brokered private placement of Common Shares for
aggregate gross proceeds of up to US$13,125,000, at a price per
Common Share which will not be less than the Offering Price (the
“Private Placement”). Moreover, the shareholder
participating in the Private Placement will have the option to
purchase such number of additional Common Shares as is equal to 15%
of the initial number of Common Shares under the Private Placement
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 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. 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
has filed a preliminary prospectus supplement and will file a final
prospectus supplement (together, the “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 Prospectus Supplement, the Base Shelf Prospectus and the
Registration Statement contain important information about the
Company and the Offering. Prospective investors should read the
Prospectus Supplement, the Base Shelf Prospectus and the
Registration Statement and the documents incorporated by reference
therein before making an investment decision. The Prospectus
Supplement when filed in Canada (together with the related Base
Shelf Prospectus) will be available on SEDAR at www.sedar.com. The
Prospectus Supplement when filed in the United States (together
with the Registration Statement) will be available on the SEC’s
website at www.sec.gov. Alternatively, the Prospectus Supplement
filed in Canada (together with the related Base Shelf Prospectus)
and the 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 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 InformationAll 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, 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
satisfaction of the closing conditions relating to 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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