Srg Graphite Inc. Announces Pricing of $8,001,000 Marketed Unit Offering and Concurrent Private Placement of up to $2,000,000
SRG Graphite Inc.
1320 Graham, Suite 132
Ville Mont-Royal, Québec
H3P 3C8
PRESS RELEASE FOR IMMEDIATE RELEASE
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES
SRG GRAPHITE INC. ANNOUNCES PRICING OF $8,001,000
MARKETED UNIT OFFERING AND CONCURRENT PRIVATE
PLACEMENT OF UP TO $2,000,000
Montreal, Quebec, May 2, 2018 – SRG Graphite Inc. (TSXV: SRG) (“SRG” or the “Company”)
is pleased to announce that in connection with its marketed public offering (the “Offe ring”)
previously announced on May 1, 2018 , it has entered into an underwriting agreement (the
"Underwriting Agreement") with a syndicate of underwriters, providing for the purchase and sale
of 5,334,000 units of the Company (“Units”) at a price of $1.50 per Unit (the "Offering Price") for
gross proceeds of $8,001,000 (the "Offering"). Each Unit will be comprised of one common
share of the Company (a "Common Share") and one Common Share purchase warrant of the
Company (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional
Common Share (each a "Warrant S hare") at an exercise price of $2.30 per Common Share at
any time for a period of 12 months following the closing date of the Offering.
The Offering is being conducted through a syndicate of underwriters co-led by N ational Bank
Financial Inc. and TD Securities Inc. and including Macquarie Capital Markets Can ada Ltd.,
Beacon Securities Limited and Clarksons Platou Securities AS (collectively, the “Underwriters”).
The Company has granted the Underwriter s an over -allotment option to purchase up to a
number of additional Units and/or Warrants equal to 15% of the Units sold pursuant to the
Offering, exercisable in whole or in part at any time up to 30 days after and including the closing
date of the Offering, which may be exercised for Units, Warrants or a combination thereof.
In addition, the Company intends to complete a concurrent non-brokered private placement with
Coris Capital SA (“Coris”). Coris has a pre-emptive right to maintain its pro rata ownership of the
Company in connection with the Offering and has confirmed its intention to the Company to
exercise such right by way of a non-brokered private placement of units (the "Concurrent Private
Placement"), up to a maximum of 1,333,333 Private P lacement Units . The units issuable
pursuant to the Concurrent Private Placement will be on the same terms and conditions as
those issuable pursuant to the Offering. The units issuable pursuant to the Concurrent Private
Placement will be subject to a statut ory four month hold period in accordance with applicable
securities laws. The closing of the Offering will be conditional upon the closing of the Concurrent
Private Placement.
The Company intends to use the proceeds from the Offering and Concurrent Privat e Placement
for advancement of the Company’s Lola Graphite project, including, in the near term, to further
regional exploration and infill resource drilling and to progress towards a feasibility study; for
continued exploration of its Gogota Cobalt -Nickel-Scandium project; and for general working
capital purposes.
“This financing will provide the financial resources necessary to move forward with the
development plan of the Company’s two deposits; the Lola graphite deposit and the Gogota
nickel-cobalt-scandium deposit,” said Ugo Landry-Tolszczuk, President & COO.
“We are very thankful to Mr. Nassa and his team at Coris Capital who continue to be great
supporters of the Company as we move to the next stage of development,” said Benoit La Salle,
Executive Chairman.
SRG will file today an amended and restated preliminary short form prospectus (the “Amended
Preliminary Prospectus”) containing important information relating to the Offering in each of the
Provinces of Canada and the Amended Preliminary Prospectus will be available on SEDAR at
www.sedar.com.
The Offering and Concurrent Private Placement are expected to close on or about May 18,
2018 and are subject to certain conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the TSX Venture Exchange (the "TSXV"). The
closing of the Offering will be conditional upon the closing of the Concurrent Private Placement.
This news release does not constitute an offer t o sell or a solicitation of an offer to buy any of
the securities in the United States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any
state securities laws and may not be offered or sold within the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
ABOUT SRG
SRG is a Canadian -based company focused on developing the Lola graphite deposit and the
Gogota cobalt-nickel-scandium deposit located in the Republic of Guinea, West Africa. SRG is
committed to operating in a socially, environmentally and ethically responsible manner.
For additional information, please visit SRG’s website at www.srggraphite.com.
For more information contact:
Ugo Landry-Tolszczuk
Tel: +1 (514) 679-4196
Email: [email protected]
Benoit La Salle, FCPA FCA
Tel: +1 (514) 951-4411
Email: [email protected]
Neither 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.
Forward-Looking Statements
This press release contains "forward -looking information" within the meaning of Canadian
securities legislation. All information contained herein that is not clearly historical in nature may
constitute forward -looking information. Generally, such forward -looking information can be
identified by the use of forward -looking terminology such as “reduce”, “suggest”, “opportunity”,
“demonstrate”, or variations of such words and phrases or state that certain actions, events or
results "may", "could", "would" or "m ight". Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be materially different from those
expressed or implied by such forward-looking information, including but not limited to: (i) inability
to satisfy conditions of the Offering ; (ii) Coris will complete the Private Placement; (iii) the
Offering may not be completed on the terms and timeline indicated, or at all; (iv) the Company’s
use of proceeds of the Offering may differ from those indicated ; (v) volatile stock price; ( vi) the
general global markets and economic conditions; ( vii) the possibility of write-downs and
impairments; (viii) the risk associated wi th exploration, development and operations of mineral
deposits; ( ix) the risk associated with establishing title to mineral properties and assets; ( x)
fluctuations in commodity prices and other risks and factors described or referred to in the
sections entitled "Risk Factors" in the Annual Information Form of the Company and the
Amended Preliminary Prospectus which will be available at www.sedar.com, all of which should
be reviewed in conjunction with the information found in this news release.
Forward-looking information is based on assumptions management believes to be reasonable
at the time such statements are made, including but not limited to, continued exploration
activities and no material adverse change in mineral prices. Although the Com pany has
attempted to identify important factors that could cause actual results to differ materially from
those contained in the forward-looking information, there may be other factors that cause results
not to be as anticipated, estimated or intended. Th ere can be no assurance that such forward -
looking information will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such forward -looking information. Such forward -looking
information has been provi ded for the purpose of assisting investors in understanding the
Company's business, operations and exploration plans and may not be appropriate for other
purposes. Accordingly, readers should not place undue reliance on forward -looking information.
Forward-looking information is given as of the date of this press release, and the Company does
not undertake to update such forward -looking information except in accordance with applicable
securities laws.