Following Shareholder Approval, NMG Set to Close Aggregate US$37.5M Private Placements by Mitsui and Pallinghurst + Approval by NMG shareholders of private placements for an aggregate amount of US$37.5M by strategic partner Mitsui and long-time investor Pallinghurst in accordance
Following Shareholder Approval, NMG Set to Close Aggregate US$37.5M
Private Placements by Mitsui and Pallinghurst
+ Approval by NMG shareholders of private placements for an aggregate amount of
US$37.5M by strategic partner Mitsui and long-time investor Pallinghurst in accordance
with Regulation-61-101.
+ Private placements scheduled to close on May 2, 2024, with the surrender and
cancellation of Mitsui and Pallinghurst’s convertible notes dated November 8, 2022.
MONTRÉAL--(BUSINESS WIRE)--May 1, 2024--Nouveau Monde Graphite Inc. (“NMG” or
the “Company”) (NYSE:NMG, TSXV:NOU) announces that, at the special meeting of the
Company’s shareholders (“Shareholders”) held today, Shareholders approved the previously
announced aggregate US$37.5-million private placements from Mitsui & Co., Ltd. (“Mitsui”)
(TYO: 8031) and Pallinghurst Bond Limited (“Pallinghurst”) that will be completed by NMG
issuing common shares and warrants in exchange for the surrender and cancellation of each of
Mitsui’s and Pallinghurst’s convertible notes dated November 8, 2022, as amended and restated
on April 11, 2023 (the “Related Party Private Placements”).
Mitsui had committed to a private placement of US$25 million and Pallinghurst to a private
placement of US$12.5 million, in each case subject to the approval of disinterested Shareholders
of each transaction in accordance with Regulation 61-101 Protection of Minority Security
Holders in Special Transactions (“Regulation 61-101”) and Policy 5.9 – Protection of Minority
Security Holders in Special Transactions (“Policy 5.9”) and to regulatory approvals.
As per Regulation 61-101, the Company’s disinterested directors engaged Fort Capital Partners
British Columbia (“Fort Capital Partners”) to carry out a valuation analysis and fairness opinion
(the “Valuation and Fairness Opinion”). The Valuation and Fairness Opinion concluded that the
Related Party Private Placements are fair, from a financial point of view, to Shareholders (other
than Mitsui and Pallinghurst).
Matters Voted at the Special Meeting
Shareholders adopted all resolutions submitted for their approval, including the Related Party
Private Placements. The complete voting results for each item of business are as follows:
RESOLUTIONS IN FAVOR WITHHELD
Votes % Votes %
Mitsui Private Placement 43,333,378 99.36% 278,086 0.64%
Pallinghurst Private Placement 31,165,461 99.11% 281,398 0.89%
Creation of a new control person, being Mitsui 43,422,952 99.57% 188,512 0.43%
Creation of a new control person, being General
Motors LLC 30,951,993 99.49% 159,471 0.51%
Creation of a new control person, being Panasonic
Holdings Corporation 43,488,962 99.72% 122,502 0.28%
Closing of the Related Party Private Placements
NMG, Mitsui and Pallinghurst are scheduled to close the Related Party Private Placements on
May 2, 2024, subject to the final acceptance of the TSX Venture Exchange.
Mitsui is exchanging its convertible note, dated November 8, 2022, as amended and restated on
April 11, 2023, for 12,500,000 Common Shares in the capital of NMG (the “Common Shares”)
and 12,500,000 Common Share purchase warrants on the same pricing and other terms as the
previously announced US$25 million equity investment in NMG (the “Tranche 1 Investment”)
by Panasonic Holdings Corporation and General Motors LLC (the “Anchor Customers”). NMG
will also enter into an investor rights agreement (the “Investor Rights Agreement”) with Mitsui
at the closing of their investment. Pursuant to the Investor Rights Agreement, Mitsui will be
required to “lock-up” its securities for a period of 12 months from the date of their investment.
The Investor Rights Agreement also provides Mitsui with certain rights relating to its investment
in NMG, namely certain board nomination and anti-dilution rights. Mitsui will be subject to a
standstill limitation whereby it will not be able to increase its holdings beyond 20% of the issued
and outstanding Common Shares for a period of three years.
Pallinghurst is exchanging its convertible note, dated November 8, 2022, as amended and
restated on April 11, 2023, for 6,250,000 Common Shares and 6,250,000 Common Share
purchase warrants on the same pricing and other terms as the Tranche 1 Investment with the
Anchor Customers. NMG will enter into a registration rights agreement with Pallinghurst at the
closing of their investment.
Concurrently with the redemption, surrender and cancellation of Mitsui’s and Pallinghurst’s
convertible notes, 1,579,043 common shares that have been reserved for issuance will be issued
as fully paid and non-assessable common shares.
About Nouveau Monde Graphite
Nouveau Monde Graphite is an integrated company developing responsible mining and
advanced manufacturing operations to supply the global economy with carbon-neutral active
anode material to power EV and renewable energy storage systems. The Company is developing
a fully integrated ore-to-battery-material source of graphite-based active anode material in
Québec, Canada. With enviable ESG standards and structuring partnerships with anchor
customers, NMG is set to become a strategic supplier to the world’s leading lithium-ion battery
and EV manufacturers, providing high-performing and reliable advanced materials while
promoting sustainability and supply chain traceability. www.NMG.com
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Cautionary Note
All statements, other than statements of historical fact, contained in this press release including,
but not limited to those describing the closing of the transactions contemplated with Pallinghurst
and Mitsui, receipt of any regulatory or other approvals in respect of the initiatives described
herein, the anticipated benefits of the initiatives described herein, the use of proceeds of the
Related Party Private Placements, the anticipated timing and various steps to be completed in
connection with the Related Party Private Placements, including closing, the intended supply of
active anode material to GM and Panasonic Energy Co., Ltd., a wholly owned subsidiary of
Panasonic and expected volume of active anode material per year, the Company’s planned all-
electric operations, the Company’s initiatives and commitments described in this press release,
including those related to ESG, the positive impact of the foregoing on project economics and
shareholder value, the Company’s relationship with its stakeholders, including First Nations,
suppliers, contractors and employees, market and industry trends, the general business and
operational outlook of the Company, the intended results of the initiatives described in this press
release and those statements which are discussed under the “About Nouveau Monde” paragraph
and elsewhere in the press release which essentially describe the Company’s outlook and
objectives, constitute “forward-looking information” or “forward-looking statements”
(collectively, “forward-looking statements”) within the meaning of Canadian and United States
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 were based upon various underlying factors and assumptions,
including the current technological trends, the business relationship between the Company and
its stakeholders, the ability to operate in a safe and effective manner, the timely delivery and
installation at estimated prices of the equipment supporting the production, assumed sale prices
for graphite concentrate, the accuracy of any Mineral Resource estimates, future currency
exchange rates and interest rates, political and regulatory stability, prices of commodity and
production costs, the receipt of governmental, regulatory and third party approvals, licenses and
permits on favorable terms, sustained labor stability, stability in financial and capital markets,
availability of equipment and critical supplies, spare parts and consumables, the various tax
assumptions, CAPEX and OPEX estimates, all economic and operational projections relating to
the project, local infrastructures, the Company’s business prospects and opportunities and
estimates of the operational performance of the equipment, and are not guarantees of future
performance.
Forward-looking 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
statements. Risk factors that could cause actual results or events to differ materially from current
expectations include, among others, those risks, delays in the scheduled delivery times of the
equipment, 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 favorable 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, including the
changes in China’s policy regarding restrictions on Chinese graphite materials exportations,
political and social acceptability risk, environmental regulation risk, currency and exchange
rate risk, technological developments, and general economic conditions, as well as earnings,
capital expenditure, cash flow and capital structure risks and general business risks. A further
description of risks and uncertainties can be found in NMG’s Annual Information Form dated
March 27, 2024, including in the section thereof captioned “Risk Factors”, which is available
on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. 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.
The market and industry data contained in this press release is based upon information from
independent industry publications, market research, analyst reports and surveys and other
publicly available sources. Although the Company believes these sources to be generally
reliable, market and industry data is subject to interpretation and cannot be verified with
complete certainty due to limits on the availability and reliability of raw data, the voluntary
nature of the data-gathering process and other limitations and uncertainties inherent in any
survey. The Company has not independently verified any of the data from third-party sources
referred to in this press release and accordingly, the accuracy and completeness of such data is
not guaranteed.
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.
Further information regarding the Company is available in the SEDAR+ database
(www.sedarplus.ca), and for United States readers on EDGAR (www.sec.gov), and on the
Company’s website at: www.NMG.com
Contacts
MEDIA
Julie Paquet
VP Communications and ESG Strategy
+1-450-757-8905, ext. 140
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905, ext. 993