NMG Announces the Successful Closing of the US$50 Million Tranche 1 Investment by GM and Panasonic
NMG Announces the Successful Closing of the US$50 Million Tranche 1
Investment by GM and Panasonic
MONTRÉAL--(BUSINESS WIRE)--February 28, 2024--Nouveau Monde Graphite Inc.
(“NMG“ or the “Company”) (NYSE: NMG, TSX.V: NOU) announces it has closed its private
placement previously announced on February 15, 2024 (the “Tranche 1 Investment”) of
25,000,000 common shares in the capital of the Company (“Common Shares”) and 25,000,000
common share purchase warrants (the “Warrants”) for aggregate gross proceeds of US$50
million in accordance with the subscription agreements entered into between the Company and
each of Panasonic Holdings Corporation (“Panasonic”) and General Motors Holdings LLC
(“GM”) on February 14, 2024. Through the Tranche 1 Investment, each of GM and Panasonic
subscribed for 12,500,000 Common Shares and 12,500,000 Warrants for an aggregate purchase
price of US$25 million. The Company intends to use the proceeds of 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 their respective battery specifications. The
Company anticipates closing its private placement of 18,750,000 Common Shares and
18,750,000 Warrants, previously announced on February 15, 2024, for aggregate gross proceeds
of US$37.5 million in accordance with the subscription agreements entered into between the
Company and each of Mitsui & Co., Ltd. and Pallinghurst Bond Limited (collectively, the
“Related Party Transactions”) upon receipt of the required regulatory approvals and satisfaction
of the requirements of Regulation 61-101 respecting Protection of Minority Security Holders in
Special Transactions (as described in detail in the February 15, 2024 news release) and will
provide further updates on the Related Party Transactions in due course.
The Warrants are subject to a hold period of 4 months and one day expiring on June 29, 2024.
BMO Capital Markets acted as financial advisor to the Company in connection with the Tranche
1 Investment and the Company has agreed to pay BMO Capital Markets an aggregate amount
totaling US$1,250,000.
For further information regarding the Tranche 1 Investment, please refer to NMG’s press
releases dated February 15, 2024, available under NMG’s profile on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov, and on NMG’S website at:
https://nmg.com/binding-offtake-panasonic/, https://nmg.com/binding-offtake-gm/ and
https://nmg.com/private-investment-offtake/. Copies of the material agreements not entered into
in the ordinary course of business, being the subscription agreements with each of GM and
Panasonic, the investor rights agreements with each of GM and Panasonic, and the registration
rights agreement with Panasonic, are or 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 such agreements
contained herein is qualified in its entirety by the reference to such documents.
Early Warning Disclosure Pursuant to Regulation 62-103
Prior to the Tranche 1 Investment, Panasonic owned no shares in the capital of NMG and no
Warrants. Following the Tranche 1 Investment, Panasonic will own 12,500,000 Common Shares
representing 11.12% of the issued and outstanding Common Shares (after giving effect to the
issuance of 12,500,000 Common Shares to each of GM and Mitsui & Co., Ltd. and of 6,250,000
Common Shares to Pallinghurst Bond Limited or their respective affiliates as announced by
NMG on February 15, 2024 and without giving effect to the exercise of any Warrants) and
12,500,000 Warrants, which will represent an additional 12,500,000 Common Shares if
exercised, which would bring the total amount owned by Panasonic to 25,000,000 Common
Shares on a diluted basis, representing 20.0% of the then issued and outstanding Common Shares
(after giving effect only to the exercise of the Warrants by Panasonic and subject to the
restrictions described below).
In relation to the exercise of Warrants by Panasonic, the terms and conditions of the warrant
certificate, representing the Warrants issued to Panasonic, provide that Panasonic will not be
entitled to exercise Warrants that would result in Panasonic owning more than 19.9% of the then
issued and outstanding shares of NMG unless NMG has obtained regulatory approval.
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 GM
General Motors (NYSE:GM) is a global company focused on advancing an all-electric future
that is inclusive and accessible to all. At the heart of this strategy is the Ultium battery platform,
which will power everything from mass-market to high-performance vehicles. General Motors,
its subsidiaries and its joint venture entities sell vehicles under the Chevrolet, Buick, GMC,
Cadillac, Baojun and Wuling brands. More information on the company and its subsidiaries,
including OnStar, a global leader in vehicle safety and security services, can be found at
www.gm.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 expected use of proceeds of the Tranche 1 Investment, the
Tranche 1 Investment, closing of US$37.5 million private placement, receipt of required
regulatory approvals and satisfaction of Regulation 61-101 requirements, 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, 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 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
The securities being offered pursuant to the Tranche 1 Investment have not been registered
under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and may
not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons
absent registration or an applicable exemption from the registration requirements. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
“United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
Contacts
MEDIA
Julie Paquet
VP Communications & ESG Strategy
+1-450-757-8905 #140
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993