Nouveau Monde and Mason Graphite Announce Strategic Investment and Conditional Option and Joint Venture Agreement on Lac Guéret Project
Nouveau Monde and Mason Graphite Announce Strategic Investment and
Conditional Option and Joint Venture Agreement on Lac Guéret Project
MONTRÉAL--(BUSINESS WIRE)--May 16, 2022--Nouveau Monde Graphite Inc. (“NMG”)
(NYSE: NMG) (TSX-V: NOU) and Mason Graphite Inc. (“Mason Graphite”) (TSX-V: LLG)
(OTCQX: MGPHF) are pleased to announce that they have entered into an investment
agreement (the ”Investment Agreement”) with a view towards the development and operation
of Mason Graphite’s Lac Guéret property (the “Property”).
Highlights include:
• On closing, NMG and Mason Graphite to enter into an option and joint venture
agreement (the “Option and JV Agreement”) pursuant to which the parties will
collaborate to advance the Property, based in Québec, Canada, with a view to form a joint
venture (the “Joint Venture”);
• NMG to make a concurrent equity investment in Mason Graphite of an aggregate amount
of up to C$5.0 million payable in two instalments (the “Equity Investment”, and
together with the formation of the Joint Venture, the “Transaction”);
• Conditions for the formation of the Joint Venture include: (i) a minimum of C$10.0
million of expenditures from NMG on the Property, and (ii) the completion of an updated
feasibility study on the Property based on an estimated production scale of a minimum of
250,000 tonnes per annum of graphite concentrate, to be ascertained based on customer
demand as well as technical and environmental possibilities. The latest feasibility study
published by Mason Graphite is based on 51,900 tonnes per annum;
• Assuming the exercise of the option and formation of the Joint Venture, NMG’s and
Mason Graphite’s interest in the Joint Venture to be 51% and 49%, respectively, and
NMG to be appointed as operator of the Joint Venture;
• Joint Venture to be funded by NMG and Mason Graphite on a pro rata basis; failure to
fund work program commitments in the Joint Venture to result in a 1% dilution for each
unfunded tranche of C$5.0 million;
• The Joint Venture will have full access to NMG’s Phase-1 natural graphite flake
concentrator plant currently in operation in Saint-Michel-des-Saints, Québec (the
“Demonstration Plant”) in order to accelerate the qualification and commercialization
of its graphite, which has been proven instrumental as per NMG’s recent successful
experience. To date, NMG has invested approximately C$30.0 million in the
Demonstration Plant;
• The Joint Venture will benefit from NMG’s depth of personnel and commercialization
capabilities; NMG currently employs nearly 100 full-time employees, most of whom are
focused exclusively on graphite advanced materials, making it one of the largest natural
graphite-focused organizations in North America and the ideal partner for the project;
• The Property is notably sizable, with a total Measured and Indicated Resource of 65.5
million tonnes grading 17.2% Cg, and carries one of the highest grades of graphite ore
globally with a Proven and Probable Reserve totalling 4.7 Mt grading 27.8% Cg (See
Mason Graphite’s press release dated September 25, 2015). Mason Graphite received the
governmental authorization for the Property, via the issuance of the Decree 608-2018 by
the Québec Government;
• NMG and Black Swan Graphene Inc. (“Black Swan”), a subsidiary of Mason Graphite,
intend to enter into a non-binding letter of intent for the implementation of Black Swan’s
graphene processing technology in NMG’s Demonstration Plant, which has a design
throughput of 3.5 tonnes of ore per hour (tph), the equivalent nameplate production
capacity of approximately 1,000 tonnes of graphite concentrate per annum, using NMG’s
ore grading an average of 4.5% graphitic carbon, in order to establish a fully integrated
facility from graphite ore to graphene finished products; and
• The entering into of the Option and JV Agreement is subject to the approval of the TSX
Venture Exchange (the “TSX-V”) and the shareholders of Mason Graphite at a special
meeting of shareholders of Mason Graphite to be called and expected to be held on or
about the first week of July 2022.
Mr. Pierre Fitzgibbon, Québec’s Minister of Economy and Innovation, commented: “The
partnership announced today has the potential to propel Québec's graphite industry on the world
stage and consolidate its position as a leader in North America. I am proud to support these
projects. By combining the strengths of the two most advanced projects in North America, both
of which located in Québec, we are solidifying our battery value chain. These projects contribute
to our ambition to build an integrated value chain, from mining to recycling, and to position
Québec at the forefront of electrification.”
Mr. Fahad Al-Tamimi, Chairman of the Board of Directors of Mason Graphite and Mason
Graphite’s second largest shareholder1, added: “I am delighted to see the creation of this
alliance, which combines and leverages the best attributes of the North American graphite
industry in support of the ambitious vision of the Government of Québec. Today’s announcement
is not only great for all stakeholders, but for the entire Province of Québec and the world.
Furthermore, the potential for Black Swan Graphene, a Mason Graphite subsidiary, to establish
itself in NMG’s graphite processing facility in Québec should greatly accelerate the path
towards large scale graphene production and is sure to create considerable value for the
shareholders of Mason Graphite.”
Mr. Eric Desaulniers, Founder, President and CEO of NMG concluded: “The Matawinie and the
Lac Guéret deposits are instrumental in establishing a strong, meaningful and resilient local
supply of lithium-ion anode material to cater to the electric vehicle (“EV”) market expansion in
the Western World and beyond. This transaction has the potential to strengthen our phased
development approach and provide us with significant volumes, therefore indicating to our large
prospective tier-1 customers that we have a robust and realistic growth strategy and the
ambition of being their preferred supplier for the generation to come. Team Nouveau Monde and
I are eager for the opportunity to help developing the Lac Guéret asset into a world-class
project.”
NMG’s Depth and Capabilities
NMG enjoys an impressive depth of personnel and has demonstrated commercialization
capabilities, which are fundamental requirements in the industry. NMG currently employs nearly
100 full-time employees and dedicated experts focused on graphite advanced materials,
including 7 PhDs, 3 MSc, and 22 engineers, totalling decades of experience in graphite
production with leading operators. This unique profile makes NMG one of the largest natural
graphite-focused organizations in North America and the ideal partner for the project.
The Lac Guéret Graphite Property
The Property, located 285 kilometres north of Baie-Comeau, Québec consists of 74 claims
covering 4,000 ha (40 km2) and is easily accessible year-round by main logging roads via the
highway 389.
In 2018, Mason Graphite received the governmental authorization for the project, via the
issuance of the Decree 608-2018 by the Québec Government. Under the Québec Environment
Quality Act, this governmental authorization is the main permit required prior to commencing
construction activities. The Mushalakan Impact Benefit Agreement was signed in June 2017 with
the First Nation Community of Pessamit, located 60 kilometres west of Baie-Comeau. As part of
the important work in the upcoming weeks, the Pessamit community and all local stakeholders
will be met and consulted in the redesign process of the Property.
Considering the potential of the asset beyond the scope of production previously established and
the rapidly evolving graphite market dynamics, NMG will undertake to publish an updated
feasibility study on the Property based on graphite concentrate production of a minimum of
250,000 tonnes per annum, which is to be ascertained based on customer demand and technical
& environmental possibilities.
Total Mineral Resources* Mineral Reserves*
Resources
Category
Tonnage
(tonnes) %Cg Graphite
(tonnes) Ore Category Tonnage
(tonnes) %Cg Graphite
(tonnes)
Measured 19,021,000 17.9 3,404,000 Proven 2,003,000 25.1 502,000
Indicated 46,519,000 16.9 7,862,000 Probable 2,738,000 29.8 815,000
Measured +
Indicated 65,540,000 17.2 11,266,000
Proven +
Probable 4,741,000 27.8 1,317,000
Inferred 17,613,000 17.3 3,404,000 *: Cut-off grade of 6.00% Cg *: Cut-off grade of 5.75% Cg
See NI 43-101 Technical Report: Feasibility Study Update of the Lac Guéret Graphite Project,
Québec, Canada dated December 11, 2018 (the “Technical Report”) for more details.
Based on Mason Graphite’s updated Feasibility Study dated December 5, 2018, the Property has
Mineral Reserves of 4.7 million tonnes with an average grade of 27.8% Cg and has pit-
constrained Minerals Resources, which is available beyond the current project life of 25 years, of
58.0 million tonnes grading 16.3% Cg. The Mineral Reserves are the basis of the 25 years mine
life presented in Mason’s Graphite updated feasibility study, and are not included in the pit-
constrained Measured and Indicated Mineral Resources of 58.0Mt grading 16.3% Cg, which
have an equivalent drilling definition.
NMG C$5-Million Equity Investment in Mason Graphite
Pursuant to the Investment Agreement, NMG has agreed to subscribe to common shares of
Mason Graphite for an aggregate purchase price of C$5 million, with (i) C$2.5 million of which
to be subscribed and payable upon the execution of the Option and JV Agreement (the “Initial
Shares”) at a price per Initial Share of $0.50 (the “Initial Share Price”), which is equal to the
20-day volume weighted average price of Mason Graphite’s common shares on the TSX-V prior
to the execution of the Investment Agreement, and which represents a premium of approximately
10% over the closing price of Mason Graphite’s common shares on the TSX-V on May 13, 2022,
and (ii) C$2.5 million of which to be subscribed when NMG exercises its option under the
Option and JV Agreement and becomes the owner of a 51% interest in the Property (the “Option
Shares”, and collectively with the Initial Shares, the “JV Shares”), as applicable, at a price per
Option Share equal to the 20-day volume weighted average price of Mason Graphite’s common
shares on the TSX-V on the day prior to the earlier of (1) the joint announcement by Mason
Graphite and NMG of the exercise by NMG of its option to become the owner of a fifty-one
percent (51%) undivided interest in the Property, or (2) the joint release by Mason Graphite and
NMG of the results of a NI 43-101 (as defined below) bankable feasibility study with respect to
the Property. The Option Share price is subject to a floor price equal to the Initial Share Price.
The JV Shares will be subject to a hold period of four months and a day pursuant to applicable
securities laws. The subscription of the JV Shares by NMG is conditional to the TSX-V
approval.
The Equity Investment is subject to standard closing conditions.
Option and JV Agreement
Under the Option and JV Agreement, Mason Graphite will grant an option to NMG to acquire a
51% interest in the Property to be exercisable by NMG (i) through the incurrence of work
expenditures, including, but not limited to, the treatment of ores, concentrates, and other mineral
products at NMG’s Demonstration Plant aggregating a minimum of C$10.0 million (the “Option
Expenditure Threshold”) in respect of the exploration, development, mining, production,
commercialization and sale of products in direct relation to the Property (the “First Option
Condition”) as soon as reasonable and, subject to the Option Extension (as defined below),
within twenty-four (24) months from the execution of the Option and JV Agreement (the “First
Option Condition Deadline”), and (ii) the preparation of (a) a NI 43-101 preliminary economic
assessment, with an increased project capacity from 52,000 tonnes per annum to a minimum of
250,000 tonnes per annum, within 6 months following the execution of the Option and JV
Agreement, and (b) a NI 43-101 bankable feasibility study within 18 months following the
execution of the Option and JV Agreement (collectively, the “Second Option Condition”). If
prior to the First Option Condition Deadline, NMG has satisfied the First Option Condition and
is, in the reasonable opinion of NMG and Mason Graphite, working diligently and continuously
towards satisfying the Second Option Condition, the parties shall agree in writing to extend the
deadline to satisfy the Second Option Condition for successive periods of six (6) months and
ending no later than thirty-six (36) months from the execution of the Option and JV Agreement
(the latest of such periods, the “Option Deadline”). Any expenditures incurred to satisfy the
Second Option Condition above the Option Expenditure Threshold will be assumed by NMG,
and unless otherwise mutually agreed to by the parties in writing, a failure by NMG to satisfy the
Second Option Condition prior to the Option Deadline will be deemed to be an election by NMG
not to have exercised its option to become the owner of a 51% interest in the Property and will
result in the automatic termination of the Option and JV Agreement.
The Joint Venture will be formed if NMG exercises its option and becomes the owner of a 51%
interest in the Property. The Joint Venture will be formed with the objective of further exploring
the Property and, if deemed warranted by NMG and Mason Graphite, of developing,
constructing, and operating a mine on the Property or a part of it, and commercializing the
minerals derived therefrom. The Joint Venture will also have full and continuous access to
NMG’s Demonstration Plant and the expertise of NMG in order to support the
commercialization of the graphite derived from the Property.
Product Commercialization
Pursuant to the Option and JV Agreement, if NMG and Mason Graphite elect to commercialize
the minerals produced from the Property, they will enter into a distribution and purchase
agreement pursuant to which (i) any purchase of the graphite produced by the Property by NMG
and Mason Graphite to service the respective second transformation businesses of NMG and
Mason Graphite will be made at the market’s prevailing price and allocated in accordance with
their respective interest in the Joint Venture, and (ii) NMG will be appointed as a selling agent to
sell graphite to third parties in the open market, with any proceeds from such sales, less any
recoverable expenses of NMG as selling agent, to be allocated between NMG and Mason
Graphite in accordance with their respective interest in the Joint Venture.
Non-Binding Letter of Intent Between NMG and Black Swan
NMG and Black Swan, a subsidiary of Mason Graphite, intend to enter into a non-binding letter
of intent for the implementation of Black Swan’s graphene processing technology in NMG’s
Demonstration Plant, which has a design throughput of 3.5 tonnes of ore per hour (tph), the
equivalent nameplate production capacity of approximately 1,000 tonnes of graphite concentrate
per annum, using NMG’s ore grading an average of 4.5% graphitic carbon, in order to establish a
fully integrated facility from graphite ore to graphene finished products. Under the letter of
intent, the parties will endeavour to negotiate and enter into a sub-lease and services agreement
pursuant to which (i) NMG will sub-lease space located at its Demonstration Plant to Black
Swan for the manufacture of exfoliated defect-free, non-oxidised 2-D materials, including
Graphene Nano Platelets, and laboratory testing activities thereon, and (ii) NMG will provide
certain services to Black Swan on an “as needed” basis.
Mason Board Evaluation Process
Over the last twelve months, the Board of Directors of Mason Graphite (the “Mason Board”)
evaluated a broad set of strategic alternatives aimed at enhancing shareholder value given the
project’s advancement and current economical landscape, together with its prevailing financial
situation and the price of its common shares. Further to the process conducted by the Mason
Board, it was determined that, subject to the conditions set forth in the Option and JV
Agreement, entering into a Joint Venture with NMG is in the best interests of Mason Graphite
and its shareholders. The Mason Board, after consultation with Mason Graphite’s financial and
legal advisors, based its determination and recommendation on a number of factors, including,
among other things:
• NMG’s impressive depth of personnel and demonstrated commercialization capabilities,
including with EV and battery makers, which are fundamental requirements in the
graphite industry and paramount to pursue and realize the full potential of the Property;
• The access by the Joint Venture to NMG’s Demonstration Plant, which has an estimated
value of $30 million; and
• The overall view of the Transaction being the best path forward to advance the project,
including access to funding by each party, and potential synergies in funding capacity.
The Mason Board obtained a fairness opinion from Paradigm Capital Inc., acting as financial
advisors to Mason Graphite, to the effect that, as at May 15, 2022, subject to specified
assumptions, limitations, and qualifications, the entering into of the Option and JV Agreement is
fair, from a financial point of view, to Mason Graphite.
Regulatory and Shareholder Approval
The closing of the transaction contemplated under the Investment Agreement, including the
execution of the Option and JV Agreement, is contingent upon and subject to the approval of the
TSX-V and the shareholders of Mason Graphite at a special meeting of shareholders of Mason
Graphite to be held on or about the first week of July 2022 and other standard closing conditions.
The Mason Board recommends to the shareholders of Mason Graphite that they vote in favour of
the resolution to be presented at the special meeting.
Consent of Qualified Person
The technical information contained in this press release has been reviewed and approved on
behalf of NMG and Mason Graphite by Mr. Will Randall, P.Geo, who is a Qualified Person as
defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (in
Québec, Regulation 43-101 respecting Standards of Disclosure for Mineral Projects) (“NI 43-
101”). Further information about the Property, including a description of key assumptions,
parameters, methods and risks, is available in the Technical Report available on SEDAR.
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.
About Nouveau Monde Graphite Inc.
NMG is striving to become a key contributor to the sustainable energy revolution. The company
is working toward developing a fully integrated source of carbon-neutral battery anode material
in Quebec, Canada, for the growing lithium-ion and fuel cell markets. With low-cost operations
and enviable environmental, social and governance (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. NMG is listed on the NYSE under the symbol “NMG” and on the TSX-V under the
symbol “NOU”.
About Black Swan Graphene Inc.
Black Swan is a Canadian private company focusing on the large-scale production and
commercialization of patented high-performance and low-cost graphene products aimed at
several industrial sectors, including concrete, polymers, Li-ion batteries, and others, which are
expected to require large volumes of graphene and, in turn, require large volumes of graphite.
Black Swan aims to leverage the low cost and green hydroelectricity of the province of Québec
as well as the proximity of the eventual graphite production site in Québec in order to establish a
fully integrated supply chain, reduce overall costs, and accelerate the deployment of graphene
usage. For more information: www.blackswangraphene.com.
Nouveau Monde Graphite Inc. on behalf of the Board of Directors:
“Eric Desaulniers”, President and CEO
Nouveau Monde Graphite Inc.
Mason Graphite Inc. on behalf of the Board of Directors:
“Peter Damouni”, Executive Director
Mason Graphite Inc.
Cautionary Statements Regarding Disclosure about a Mining Project
The Mineral Reserves are the basis of the 25 years mine life of the feasibility study published by
Mason Graphite in September 2015 (updated on December 5, 2018) and are not included in the
“in-pit” Measured and indicated Mineral Resources of 58.0Mt grading 16.3% Cg (which have an
equivalent drilling definition). The Mineral Reserves and the “in-pit” Mineral Resources are
included in the total Measured and Indicated Mineral Resources of 65.5 Mt grading 17.2% Cg
(19.0 Mt of Measured Resources grading 17.9% Cg and 46.5 Mt of Indicated Resources grading
16.9% Cg) that were reported in Mason Graphite’s press release dated December 5, 2018. The
reference point for the Mineral Reserves Estimate is the mill feed. Mineral Resources, which are
not Mineral Reserves, do not have demonstrated economic viability and were not included in the
mine life or the economics of the feasibility study. Environmental, permitting, legal, title,
taxation, sociopolitical, marketing, or other relevant issues may materially affect the estimate of
Mineral Resources. The same issues would need to be considered when conducting an eventual
economic evaluation in order to classify the In-Pit Mineral Resources as Mineral Reserves. In
addition, there can be no assurance that Mineral Resources in a lower category may be converted
to a higher category, or that Mineral Resources may be converted to Mineral Reserves.
The Mineral Reserves and the “in-pit” Mineral Resources are included in the total Measured and
Indicated Mineral Resources of 65.5 Mt grading 17.2% Cg (19 Mt of Measured Resources
grading 17.9% Cg and 46.5 Mt of Indicated Resources grading 16.9% Cg) that were reported in
Mason Graphite’s press release dated December 5th, 2018. The Mineral Reserves are the basis of
the 25-year mine life of the feasibility study published on September 25, 2015 (updated on
December 5th, 2018) and are not included in the “in-pit” Measured and Indicated Mineral
Resources of 58.0 Mt grading 16.3% Cg (which have an equivalent drilling definition). The
reference point for the Mineral Reserves estimate is the mill feed. Mineral Resources, which are
not Mineral Reserves, do not have demonstrated economic viability and were not included in the
mine life or the economics of the feasibility study. Environmental, permitting, legal, title,
taxation, sociopolitical, marketing, or other relevant issues may materially affect the estimate of
Mineral Resources. In addition, there can be no assurance that Mineral Resources in a lower
category may be converted to a higher category, or that Mineral Resources may be converted to
Mineral Reserves.
The mineral resource and mineral reserve estimates contained in this press release have been
prepared in accordance with the requirements of securities laws in effect in Canada, including NI
43-101, which governs Canadian securities law disclosure requirements for mineral properties.
These standards differ from the requirement of the U.S. Securities and Exchange Commission
(the “SEC”) and resource and reserve information contained in this press release may not be
comparable to similar information disclosed by domestic United States companies subject to the
SEC’s reporting and disclosure requirements.
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 proposed entering into of the Option
and JV Agreement, the completion and publication of an updated feasibility study, the proposed
Equity Investment and formation of the Joint Venture, the intended development and operation
of the Property, NMG’s and Mason Graphite's potential contribution to the strengthening of the
battery value chain in Québec, the potential creation of a fully integrated facility from graphite
ore to graphene finished products, the potential commercialization of the products resulting from
the Joint Venture and the potential entering into of a distribution and purchase agreement, the