NMG and Panasonic Energy Announce Binding Offtake Agreement and US$25 Million Private Placement to Secure the Supply of Active Anode Material for North American Battery Production + Panasonic Energy signs multiyear binding Offtake Agreement for 18,000 tonnes per
NMG and Panasonic Energy Announce Binding Offtake Agreement and
US$25 Million Private Placement to Secure the Supply of Active Anode
Material for North American Battery Production
+ Panasonic Energy signs multiyear binding Offtake Agreement for 18,000 tonnes per
annum of active anode material of NMG’s planned Phase-2 integrated production, from
ore to battery materials.
+ Offtake Agreement is complemented by US$25 million Tranche 1 Investment in NMG
from Panasonic to support advancement of NMG’s Phase-2 operations in line with
specifications refined during qualification process.
+ Panasonic intends to further finance together with potential co-investors an amount
valued at about US$150 million, subject to a maximum ownership threshold agreed
between the relevant parties, as part of construction funding for NMG’s Phase-2 facilities,
following a positive final investment decision.
+ Tranche 1 Investment and Offtake Agreement support NMG’s execution plan for its
Phase-2 Matawinie Mine and Bécancour Battery Material Plant enabling the establishment
of a local, carbon-neutral, reliable, sizeable, and ESG-driven source of natural graphite.
+ Announcement coincides with parallel supply and investment agreement with General
Motors, also covering a significant portion of NMG’s planned Phase-2 production.
+ Respective offtake agreements and investments mark a significant milestone toward
future funding of anchor customers of up to US$275 million, subject to certain conditions.
+ Shareholders, analysts, and media are invited to attend an Investor Briefing today at
10:30 a.m. ET hosted by NMG’s Management Team via webcast.
MONTRÉAL--(BUSINESS WIRE)--February 15, 2024--Nouveau Monde Graphite Inc.
(“NMG“ or the “Company”) (NYSE: NMG, TSX.V: NOU) and Panasonic Energy Co., Ltd.
(“Panasonic Energy”), a wholly owned subsidiary of Panasonic Holdings Corporation
(“Panasonic”) (TYO: 6752), have entered into a binding offtake agreement (the “Offtake
Agreement”) pursuant to which NMG will supply 18,000 tonnes per annum (“tpa”) of its
planned Phase-2 active anode material production to Panasonic Energy for an initial period of
seven years. In addition to the Offtake Agreement, NMG and Panasonic also entered into a
subscription agreement (the “Subscription Agreement”) for Panasonic to make an initial US$25-
million equity investment in NMG (the “Tranche 1 Investment”) to support the advancement of
NMG’s Phase-2 operations – the Matawinie Mine and the Bécancour Battery Material Plant – in
line with Panasonic Energy’s specifications refined during the qualification process and technical
collaboration.
Arne H Frandsen, Chair of NMG, declared: “We have found in Panasonic Energy more than a
long-term tier-1 customer, we have found a true partner who shares our vision for a
decarbonized future and a striving North American integrated battery industry. This galvanizing
offtake agreement, topped with a substantial investment strategy, is set to propel NMG through
the last few steps before a final investment decision (“FID”). On behalf of the Board of
Directors, I congratulate NMG’s team on the dedication, quality of work, technological
optimization, and growth-oriented commercial mindset they have brought to this engagement
process. The result is a successful partnership for years to come!”
Kazuo Tadanobu, President and CEO of Panasonic Energy, stated: “We are thrilled about
Panasonic Energy’s strategic investment in NMG and the long-term offtake agreement, marking
a significant milestone in our medium-to-long-term management goals aimed at strengthening
the North American supply chain for EV batteries. This initiative aligns with our vision for
sustainability, prioritizing locally sourced materials and leveraging NMG’s impressive vertically
integrated supply chain. The bilateral partnership between Japan and Canada adds another
layer of significance to our investment, and Panasonic Energy takes pride in contributing to the
deepening ties and shared goals in advancing battery supply chains together with NMG.”
Eric Desaulniers, Founder, President, and CEO of NMG, reacted: “Youkoso–歓迎! We welcome
Panasonic Energy as a shareholder in NMG and are excited to partner with them to supply
carbon-neutral natural graphite extracted and transformed with the highest ESG standards of
the industry. Today marks a momentous milestone for NMG, highlighting the progress made
towards our Phase 2 and the Company’s sound business plan of becoming North America’s
largest fully integrated active anode material producer to serve the booming Western battery
and electric vehicles (“EV”) market.”
With a confirmed multiyear sales commitment from Panasonic Energy supplemented with the
Tranche 1 Investment, and with the parallel General Motors Co. (“GM”) transaction, NMG has
the means and technical parameters in hand to advance engineering of the Company’s Phase-2
Bécancour Battery Material Plant. The Offtake Agreement and the parallel GM transaction also
provide greater bankability visibility to NMG’s potential lenders, strategic investors, and
governments as part of the project financing linked to a positive FID decision for the Company’s
integrated Phase-2 Matawinie Mine and Bécancour Battery Material Plan. Lenders' input was
provided throughout discussions with Panasonic Energy to facilitate successful financing at FID.
Offtake Agreement
The binding Offtake Agreement covers the supply of a committed annual volume of 18,000
tonnes of active anode material by NMG to Panasonic Energy for an initial seven-year term from
the commencement of the Company’s Phase-2 production. The sales price will be based on an
agreed upon price formula linked to future prevailing market prices as well as a pricing
mechanism to satisfy project financing ratios and ensure stable procurement for Panasonic
Energy. The Offtake Agreement is subject to conditions precedent which are standard for a
project of this nature, including among others, the successful start of commercial operation and
final product qualification. The Offtake Agreement contains standard termination rights for an
agreement of this nature.
Through this Offtake Agreement, Panasonic Energy is set to leverage NMG’s fully integrated
North American production, carbon neutrality profile, and proactive ESG practices for the
establishment of a reliable, local, and responsible battery manufacturing value chain. The
Company’s active anode material complies with the U.S. Government’s Inflation Reduction Act
battery material sourcing requirements for EV subsidies.
Strategic Investment & Investor Rights Agreement
In connection with the Tranche 1 Investment, Panasonic has agreed to subscribe for 12,500,000
common shares in the capital of NMG (the “Common Shares”) and 12,500,000 common share
purchase warrants (the “Warrants”) for aggregate proceeds of US$25 million. Such Warrants are
generally exercisable in connection with the Tranche 2 Investment at FID in accordance with
their terms. Each Warrant will entitle the holder thereof to acquire one Common Share (a
“Warrant Share”) at a price per Warrant Share equal to the lower of (i) the amount in US$2.38
per Common Share and (ii) the amount in US Dollars per Common Share equal to the closing
price of the Common Shares on the trading day immediately following the date on which the
Tranche 1 Investment is announced. The exercise of the Warrants is subject to certain ownership
limitations.
NMG will use the net proceeds from the Tranche 1 Investment for the development of the Phase-
2 Matawinie Mine and Bécancour Battery Material Plant.
NMG will also enter into an investor rights agreement (the “Investor Rights Agreement”) and
registration rights agreement (the “Registration Rights Agreement”) with Panasonic at the
closing of the Tranche 1 Investment. Pursuant to the Investor Rights Agreement, the Panasonic
securities will be subject to a “lock-up” for a period of 18 months from the date of their
investment. The Investor Rights Agreement also provides Panasonic with certain rights relating
to its investment in NMG, including certain board nomination and anti-dilution rights. Copies of
the Subscription Agreement, the Offtake Agreement, the Investor Rights Agreement and the
Registration Rights Agreement will be available on the Company’s page on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov, and the summary of the such agreements
contained herein is qualified in its entirety by the reference to such documents.
In addition, Panasonic will be subject to a standstill limitation whereby it will not be able to
increase their holdings beyond 20% of the issued and outstanding NMG Common Shares for a
period of three years.
NMG’s Active Anode Material
Thanks to active technical engagement between the parties, active anode material produced at
NMG’s Phase-1 facilities has been tested, enhanced, and integrated within Panasonic Energy’s
battery prototype production line. Detailed engineering for NMG’s Phase-2 facilities leverages
this live technological data as well as Panasonic Energy’s distinct specifications and quality
standards.
NMG’s active anode material has demonstrated industry-leading environmental footprint in an
ISO-compliant life cycle assessment thanks to the Company’s planned all-electric operations
powered by renewable energy combined with clean processing technologies. NMG has also been
identified as “Industry Leading” in Benchmark Mineral Intelligence’s natural graphite
sustainability index, the only producer to have been qualified in the category following a
comprehensive examination of ESG practices, transparency, and engagement.
Decarbonization efforts, trade regulations, and recent geopolitical developments reaffirm the
importance of establishing of a local, resilient, and ESG-compliant supply chain of graphite to
support battery and EV production. NMG is targeted to become the largest natural graphite
producer in North America, fully integrated from ore to active anode material, and with
demonstrated sustainability performance.
Complementary Information
NMG has also announced having agreed to enter a multiyear offtake agreement and a private
placement with General Motors Co. (NYSE: GM). Other strategic investors have also
concurrently committed to an investment of US$37.5 million in NMG via a private placement.
Additional information regarding such transactions is available on the is available on the
Company’s website, SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.
Shareholders, analysts, and members of the media are invited to attend a webcast Investor
Briefing this morning, Thursday, February 15, 2024, at 10:30 a.m. ET. Hosted by President and
CEO Eric Desaulniers with the participation of NMG’s Management Team, the briefing will
entail a technical presentation followed by a question-and-answer session. Registration should be
completed prior to the start of the briefing at:
https://us06web.zoom.us/webinar/register/WN_VmhZvajOQJ2yICWrk9ySzQ.
A brief interview with Eric Desaulniers on this announcement is also available for viewing here:
https://youtu.be/kRkK3pPbqn4. Members of the media may download high-resolution files at
https://we.tl/t-t9Nwt9RiQR and make additional interview or information requests to Julie
Paquet, Vice President, Communications & ESG Strategy at NMG.
Completion of the Tranche 1 Investment remains subject to customary regulatory approvals,
including approval of the TSX Venture Exchange and NYSE, and other customary closing
conditions. Copies of the Subscription Agreement, the Offtake Agreement, the Investor Rights
Agreement and the Registration Rights Agreement will be available on the Company’s page on
SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
About Nouveau Monde Graphite
Nouveau Monde Graphite is striving to become a key contributor to the sustainable energy
revolution. The Company is working towards developing a fully integrated source of carbon-
neutral battery anode material in Québec, Canada, for the growing lithium-ion and fuel cell
markets. With enviable ESG standards, NMG 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.
www.NMG.com
About Panasonic Energy
Panasonic Energy established in April 2022 as part of the Panasonic Group's switch to an
operating company system, provides innovative battery technology-based products and solutions
globally. Through its automotive lithium-ion batteries, storage battery systems and dry batteries,
the company brings safe, reliable, and convenient power to a broad range of business areas, from
mobility and social infrastructure to medical and consumer products. Panasonic Energy is
committed to contributing to a society that realizes happiness and environmental sustainability,
and through its business activities the company aims to address societal issues while taking the
lead on environmental initiatives. For more details, please visit
www.Panasonic.com/global/energy
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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 Tranche 1 Investment, a positive final
investment decision and closing of project financing, the closing of the potential total equity
investments of US$275 million from General Motors Co. and Panasonic Holdings and its co-
investors, the intended Tranche 2 investment by Panasonic and its co-investors, the Company’s
projection of becoming North America’s largest fully integrated active anode material producer,
the anticipated benefits of the transactions described herein, the satisfaction of the conditions to
closing the transactions and the timing thereof, receipt of any regulatory approvals in respect of
the transaction, the intended use of proceeds from the transaction, anticipated benefits to
Panasonic in connection with the transaction, the Company’s relationship with its stakeholders,
including First Nations and communities, the positive impact of the foregoing on project
economics and shareholder value, the realization of the condition precedents of the Supply
Agreement and its entry into force, the intended supply of active anode material to Panasonic
Energy, the Company’s planned all-electric operations, fulfillment of the closing conditions and
completion of the Tranche 1 Investment, the intended production of eco-friendly advanced
materials, trends in legislation, consumer preferences, industry standards and markets, 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, 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. A further
description of risks and uncertainties can be found in NMG’s Annual Information Form dated
March 23, 2023, 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 on SEDAR+ (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 & ESG Strategy
+1-450-757-8905 #140
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993