Northern Graphite Announces Filing of Management Information Circular for Annual and Special Meeting of Shareholders Two New Board Members Proposed for Election; Approvals Sought for Compensation Plans Including Executive Loans to
Northern Graphite Announces Filing of
Management Information Circular for Annual
and Special Meeting of Shareholders
Two New Board Members Proposed for Election; Approvals
Sought for Compensation Plans Including Executive Loans to
Purchase Securities
Ottawa, Ontario--(Newsfile Corp. - October 12, 2022) - Northern Graphite Corporation
(TSXV: NGC)
(OTCQB: NGPHF) (FSE: 0NG) (XSTU: 0NG)
(the "
Company
" or "
Northern
") announces that the
management information circular (the "Circular") for the Company's annual and special meeting of
shareholders (the "Annual Meeting"), to be held in Toronto on November 21, 2022, has been filed on
SEDAR. In addition to the annual approvals the Company is required to obtain from its shareholders,
Northern will also be soliciting shareholder approvals in relation to its amended and restated stock
option plan, its new deferred share unit and restricted share unit compensation plan and certain loans by
the Company to certain of its executive officers for the purpose of purchasing securities of the Company.
At the Annual Meeting, shareholders will be asked to elect two new directors to the Board, Mr. Hugues
Jacquemin who was appointed CEO on June 8, 2022 and Mr. Frank O'Brien-Bernini, as well as
incumbent directors Gregory Bowes, Campbell Birge and Donald Christie.
Hugues previously served as
CEO of the Graphite and Carbon Division of Imerys SA and spearheaded its investment program for
lithium ion battery ("LiB") materials for EV markets.
Imerys is a €4 billion company listed on the Paris
Exchange and operates approximately 100 industrial mineral mines in over 30 countries.
He has over 30
years of senior management experience growing specialty materials businesses for listed Fortune 500
companies and private equity firms in a broad spectrum of industries including graphite mining and
processing, LiB materials, fuel cells and hydrogen production, graphene and carbon nanotubes,
synthetic graphite and carbon materials. Hugues is a Belgian citizen and is fluent in English, French,
Italian and Spanish.
Mr. O'Brien-Bernini is a recently retired, long-time employee and executive of Owens Corning.
Mr.
O'Brien-Bernini served as Owens Corning's Senior Vice President and Chief Sustainability Officer in
which capacity he was responsible for its global corporate sustainability strategy development and
execution including environmental, health and safety, medical/wellness and product stewardship. During
Frank's tenure, Owens Corning achieved several industry leading recognitions and awards including
placement on the Dow Jones Sustainability World Index for 12 years in a row,
ranking number 1 on the
100 Best Corporate Citizens List four years in a row, placing in S&P Global's "Gold Class" for eight
consecutive years, being included on the list of Green Power Partners from Fortune 500® and earning
ISS scores of "1" for both the environmental and social categories. During this time, Owens Corning
reduced its scope 1 & 2 greenhouse gas emissions by 60% from their peak.
Frank previously served as
Owens Cornings' Vice President and Chief Research & Development Officer where he was responsibe
for new product and process development, new application development, manufacturing productivity,
and customer technical support for all business units.
Mr. O'Brien-Bernini holds Bachelor of Science and
Masters in Mechanical Engineering degrees from the University of Massachusetts, Amherst.
Mr. Sethu Raman and Mr. Iain Scarr are not standing for re-election. The Board would like to thank them
for their long and diligent service to the Company.
Mssrs. Raman and Scarr will be added to an Advisory
Board where the Company will continue to have the benefit of their many years of experience and sage
advice.
Executive Loans
At the Annual Meeting, shareholders will be asked to approve, on a disinterested basis, certain loans the
Company proposes to make to Hugues Jacquemin, its CEO, and Guillaume Jacq, its CFO (the
"Executives"), in the amounts of $187,500 and $150,000 respectively for the purpose of purchasing
securities of the Company from the Company on a private placement basis (the "Executive Loans"). The
Company agreed to provide the loans to the Executives during the negotiating process leading up to
their being hired in order to secure their agreement to join the Company, to enable them to secure a
meaningful share ownership in the Company and to align their interests and motivations with
shareholders.
Under the proposed private placement, the Executives would use the proceeds from the Executive
Loans to purchase units of the Company at a price of $0.75 per unit, each unit consisting of one common
share and one-half of one common share purchase warrant of the Company, and each whole warrant
being exercisable to acquire one common share at an exercise price of $1.10 per share for a period of
two years. The private placement will be subject to the requirements of Policy 4.1 of the TSX Venture
Exchange ("TSX-V"), including receipt of TSX-V acceptance for the private placement. All securities
acquired under the private placement would be subject to resale restrictions for a period of four months
under applicable Canadian securities laws and the policies of the TSX-V.
The Executive Loans would have a term of the earlier of three years or any termination of the Executives'
employment with the Company. In addition, the Executives would be required to repay the Executive
Loans in whole or in part (i) from the proceeds of future bonuses, if as and when they become due and
payable, by the Company applying 50% of each bonus, net of applicable statutory withholdings, to
reduce the outstanding amount of the Executive Loans plus any unpaid interest accrued as of the date of
the bonus payment, and (ii) upon the sale by the Executive of any of the common shares acquired under
the private placement in a minimum proportion equal to the proportionate number of Common Shares
acquired which are sold. The Executive Loans would bear interest calculated at the rate, if any, used to
calculate taxable benefits for employees and shareholders prescribed under the income tax laws of the
jurisdictions of residence of the Executives, adjusted quarterly in accordance with such income tax laws
if applicable. The Executive Loans would be secured by a pledge to the Company of the common shares
acquired by the Executives under the private placement as security for the repayment of the Executive
Loans.
The proposed Executive Loans are subject to acceptance by the TSX-V. Pursuant to the requirements of
the TSX-V for loans such as the Executive Loans, the Company must obtain TSX-V acceptance for the
Executive Loans and also obtain shareholder approval for the Executive Loans on a disinterested basis,
as required and described in TSX-V Policy 4.4. The Company has applied for but not yet received
conditional acceptance of the Executive Loans from the TSX-V. Distinterested shareholder approval of
the Executive Loans is being sought at the Annual Meeting.
Stock Options
Subject to the approval of the TSX Venture Exchange, the Board has approved the grant of 1,631,000
stock options to new corporate employees and the staff at the Lac des Iles mine.
The options are
exercisable at a price of $0.60 per share, have a term of three years and vest as to one third
immediately and one third after each of years one and two.
About Northern Graphite
Northern is a Canadian, TSX Venture Exchange listed company that is focused on becoming a world
leader in producing natural graphite and upgrading it into high value products critical to the green
economy including anode material for lithium ion batteries/EVs, fuel cells and graphene, as well as
advanced industrial technologies.
Northern is the only significant graphite producing company in North America and will become the third
largest outside of China when its Namibian operations come back online in the first half of 2023.
The
Company also has two large scale development projects, Bissett Creek in Ontario and Okanjande in
Namibia, that will be a source of continued production growth in the future.
All projects have "battery
quality" graphite and are located close to infrastructure in politically stable countries.
For additional information
Please visit the Company's website at
http://www.northerngraphite.com/investors/presentation/
, the
Company's profile on
www.sedar.com
, our
Social Channels
listed below or
contact the Company at
(613) 241-9959.
YouTube
This news release contains certain "forward-looking statements" within the meaning of applicable
Canadian securities laws. Forward-looking statements and information are frequently characterized by
words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "potential",
"possible" and other similar words, or statements that certain events or conditions "may", "will",
"could", or "should" occur. Forward-looking statements in this release include statements regarding,
among others, the Company's plans for bringing its Namibian operations back on line and to
advancing its other developments projects to production, and developing the capacity to manufacture
value added products. All such forward-looking statements are based on assumptions and analyses
made by management based on their experience and perception of historical trends, current
conditions and expected future developments, as well as other factors they believe are appropriate in
the circumstances. However, these statements are subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ materially from those projected
including, but not limited to unexpected changes in laws, rules or regulations, or their enforcement by
applicable authorities; the failure of other parties to perform as agreed; social or labour unrest;
changes in commodity prices; unexpected failure or inadequacy of infrastructure and the failure of
ongoing and contemplated studies to deliver anticipated results or results that would justify and
support continued studies, development or operations. Readers are cautioned not to place undue
reliance on forward-looking information or statements.
Although the forward-looking statements contained in this news release are based on what
management believes are reasonable assumptions, the Company cannot assure investors that
actual results will be consistent with them. These forward-looking statements are made as of the date
of this news release and are expressly qualified in their entirety by this cautionary statement. Subject
to applicable securities laws, the Company does not assume any obligation to update or revise the
forward-looking statements contained herein to reflect events or circumstances occurring after the
date of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/140314