NMG Announces the Successful Initial Closing of the Previously Announced Investment Agreement with Mason Graphite
NMG Announces the Successful Initial Closing of the Previously Announced
Investment Agreement with Mason Graphite
MONTRÉAL--(BUSINESS WIRE)--July 20, 2022--Nouveau Monde Graphite Inc. (“NMG” or
the “Company”) (NYSE: NMG, TSXV: NOU) is pleased to announce the initial closing of the
previously announced transactions contemplated under the investment agreement dated May 15,
2022 (the ”Investment Agreement”) between NMG and Mason Graphite Inc. (“Mason
Graphite”) (TSX-V: LLG) (OTCQX: MGPHF), with a view towards the development and
operation of Mason Graphite’s Lac Guéret property, based in Québec, Canada (the “Property”).
Pursuant to the Investment Agreement, NMG has entered into an option and joint venture
agreement (the “Option and JV Agreement”) with Mason Graphite, pursuant to which the parties
will collaborate to advance the Property, with a view to form a joint venture (the “Joint
Venture”), and pursuant to which Mason Graphite will grant an option to NMG to acquire a 51%
interest in the Property and other related assets (the “Option”) to be exercisable by NMG, the
whole subject to the conditions set forth in the Option and JV Agreement.
The entering into of the Option and JV Agreement, the granting of the Option and the formation
of the Joint Venture, among other things, have been approved by 99.0% of Mason Graphite’s
common shares represented in person (or virtually) or by proxy at the special meeting of
shareholders of Mason Graphite held on July 14, 2022.
Concurrently with the execution of the Option and JV Agreement, NMG and Mason Graphite
have completed the private placement of 5.0 million common shares of Mason Graphite (the
“Initial Shares”) to NMG at a price of $0.50 per Initial Share for gross proceeds to Mason
Graphite of $2.5 million. Mason Graphite intends to use the net proceeds from the sale of the
Initial Shares to fund agreed expenses on the Property pursuant to the Option and JV Agreement.
The Initial Shares will be subject to a four-month hold period pursuant to applicable securities
laws.
For further information regarding the transactions contemplated in this press release, please refer
to NMG’s press release dated May 16, 2022 available under NMG’s profile on SEDAR at
www.sedar.com and on EDGAR www.sec.gov, and on NMG’s website at:
https://NMG.com/mason-investment/.
About Nouveau Monde Graphite
NMG 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 low-cost operations
and 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 Mason Graphite Inc.
Mason Graphite is a Canadian corporation focused on the production and transformation of
natural graphite. Its strategy includes the development of value-added products, notably for green
technologies like transport electrification. The company also owns 100% of the rights to the Lac
Guéret deposit, one of the richest graphite deposit in the world. The company is also the largest
shareholder of Black Swan Graphene. For more information: www.masongraphite.com.
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Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” and “forward-looking statements”
(collectively, “forward-looking information”) within the meaning of Canadian and United States
securities legislation. All information contained herein that is not clearly historical in nature
including, but not limited to the statements describing the satisfaction of the conditions
mentioned in the Option and JV Agreement and the anticipated timeline of such conditions, the
exercise of the Option by NMG, the proposed formation of the Joint Venture, the intended
development and operation of the Property, the potential commercialization of the products
resulting from the Joint Venture, the potential entering into the proposed agreements attached as
schedules to the Option and JV Agreement, the potential benefits of the proposed transactions,
NMG’s plans, objectives, expectations and intentions, and those statements which are discussed
under the “About Nouveau Monde Graphite Inc.” and “About Mason Graphite Inc.”
paragraphs and elsewhere in the press release which essentially describe NMG’s and Mason
Graphite’s outlook and objectives constitute forward-looking information. Generally, such
forward-looking information can be identified by the use of forward-looking terminology such as
“plans”, “expects” or “does not expect”, “is exp ected”, “estimates”, “i ntends”, “anticipates”
or “does not anticipate”, or variations of such words and phrases or state that certain actions,
events or results “may”, “could”, “would”, “m ight” or “will be taken”, “occur” or “be
achieved”.
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
Mason Graphite to be materially different from those expressed or implied by such forward-
looking information, including but not limited to: (i) the risks related to the formation of a joint
venture, such as the Joint Venture with NMG, (ii) volatile stock price; (iii) the general global
markets and economic conditions; (iv) the possibility of write-downs and impairments; (v) the
risk associated with exploration, development and operations of mineral deposits; (vi) the risk
associated with establishing title to mineral properties and assets; (vii) fluctuations in
commodity prices; (viii) the risks associated with uninsurable risks arising during the course of
exploration, development and production; (ix) competition faced by the Joint Venture in securing
experienced personnel and financing; (x) access to adequate infrastructure to support mining,
processing, development and exploration activities; (xi) the risks associated with changes in the
mining regulatory regime governing the Joint Venture; (xii) the risks associated with the various
environmental regulations the Joint Venture is subject to; (xiii) risks related to regulatory and
permitting delays; (xvii) risks related to potential conflicts of interest; (xiv) the reliance on key
personnel; (xv) liquidity risks; (xvi) the risk of potential dilution through the issuance of common
shares; (xvii) the companies do not anticipate declaring dividends in the near term; (xviii) the
risk of litigation; and (xix) risk management. There can be no assurance that forward-looking
information will prove to be accurate. NMG disclaims any intention or obligation to update or
revise any forward-looking information or to explain any material difference between
subsequent actual events and such forward-looking information, except to the extent required by
applicable law.
A further description of risks and uncertainties can be found in NMG’s Annual Information
Form dated March 22, 2022, including in the sections thereof captioned “Risk Factors”, which
is available on SEDAR at www.sedar.com and on EDGAR www.sec.gov.
Additional Information
Neither 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 NMG is available in the SEDAR database (www.sedar.com) and,
for United States readers, on EDGAR (www.sec.gov), as well as on NMG’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