SAINT-MICHEL-DES-SAINTS, Quebec, Sept. 28, 2018 (GLOBE NEWSWIRE) — NOUVEAU MONDE GRAPHITE INC. (the “Corporation” or “Nouveau Monde”) (TSX Venture Exchange: NOU) (OTCQX: NMGRF) (Frankfurt: NMG) is pleased to announce that it has closed the second tranche of an non-brokered private placement of an aggregate number of 11 585 168 units (the “Units”) in the capital of the Corporation, at a price of $0.30 per Unit, for aggregate gross proceeds of $3,475,550.40 (the “Offering”).
Each Unit is comprised of one common share in the capital of the Corporation and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder thereof to acquire one common share of the capital of the Corporation (the “Warrant Share”), at a price of $0.40 per Warrant Share, for a period of 24 months following the closing of the Offering.
Given the interest received by subscribers, the Corporation expects to announce the closing of a third tranche next week.
The net proceeds of the Offering will be used by the Corporation for capital allocations in connection with Nouveau Monde’s demonstration plant in Saint-Michel-des-Saints, for value-added product development, and for working capital and general corporate purposes.
All securities issued pursuant to the Offering are subject to a restricted period ending on February 3, 2019 under applicable Canadian securities legislation. The Corporation expects to be able to file shortly all required documentation to satisfy the conditional acceptance of the TSX Venture Exchange (the “TSXV”).
The Government of Quebec, via its mandatary Ressources Québec Inc. (“RQ”) has subscribed for 8 333 334 Units of Nouveau Monde for an aggregate gross proceeds of $2,500,000.20. Pursuant to this subscription, RQ will be considered an insider of Nouveau Monde within the meaning of Regulation 55-104 respecting Insider Reporting Requirements and Exemptions and the policies of the TSXV. RQ also convened not to exercise any warrants over which it exercises control directly until the final approval of the TSXV.
A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related party in the Offering were not confirmed.
An aggregate of 833 334 Units were subscribed by Les Placement Charles Armand Turpin inc., controlled by Mr. Charles Armand Turpin, an insider of the Corporation, which constitutes “related party transaction” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and TSXV Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Units issued to this insider nor the fair market value of the consideration paid exceed 25% of the Corporation’s market capitalization. None of the Corporation’s directors has expressed any contrary views or disagreements with respect to the foregoing.
A material change report in respect of this related parties transactions will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related party in the Offering were not confirmed.
Flow-Through Shares Private Placement
The Corporation also announces that it has closed a second tranche of its non-brokered private placement (the “FT Shares Offering”) of an aggregate of 2 506 489 flow-through shares (the “FT Shares”) at a price of $0.36 per FT Share, for an aggregate gross proceeds of $902,336.04.
The Corporation has retained the services of Echelon Wealth Partner Inc., which has received an aggregate cash commission of $7,106.40 and an aggregate of 19 740 broker warrants to purchase up to 19 740 common shares in the capital of the Corporation, at a price of $0.40 per common share, until September 28, 2020. The Corporation has also retained the services of EMD Financial Inc., which has received an aggregate cash commission of $38,861.75 and an aggregate of 107 949 broker warrants to purchase up to 107 949 common shares in the capital of the Corporation, at a price of $0.40 per common share, until September 28, 2020.
The aggregate gross proceeds of the FT Shares Offering will be used by the Corporation to pay for exploration expenses on its Matawinie property.
All securities issued pursuant to this FT Shares Offering are subject to a restricted period ending on February 3, 2019 under applicable Canadian securities legislation.
Given the interest received by subscribers, the Corporation filed for and received the conditional approval of the TSXV with respect to the increase of the maximum threshold of the FT Shares Offering from $2,000,000 to $2,500,000. The Corporation expects to announce the closing of a third tranche next week.
This press release does not constitute an offer of securities for sale in the United States or to “U.S. persons” (“U.S. persons”), as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
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