Nouveau Monde Announces US$22 Million Financing
DESIGNATED PRESS RELEASE
For immediate release
NOUVEAU MONDE ANNOUNCES US$22 MILLION FINANCING
MONTRÉAL, CANADA, April 11, 2023 – Nouveau Monde Graphite Inc. (“NMG“ or the “Company” )
(NYSE: NMG, TSX.V: NOU) is pleased to announce that it has entered into an agreement with a
syndicate of underwriters (the “Underwriters”) led by BMO Capital Markets and Cormark Securities
Inc., pursuant to which the Underwriters have agreed to buy on a bought-deal basis 4,850,000
common shares of the Company (the “Common Shares”), at a price of US$4.55 per Common Share,
for aggregate gross proceeds of approximately US$22 million (the “Offering”). The Company has
granted the Underwriters an option, exercisable in whole or in part for a period of 30 days following
the closing of the Offering, to purchase up to an additiona l 15% of the Common Shares offered
under the Offering to cover over-allotments, if any (the “Over-Allotment Option”).
The Company is also pleased to announce that, shortly following the closing of the Offering, it may
complete a non-brokered private placement of a maximum of 2,938,753 Common Shares on the
same terms as the Offering (the “Private Placement”), in order to a llow some shareholders of the
Company to exercise their pre-emptive rights. Moreover, those shareholders that participate in the
Private Placement will have the option to purchase a maximum of 440,814 additional Common
Shares in the event of the full exerc ise of the Over -Allotment Option under the Offering (or such
lesser number of Common Shares as is proportionate to any lesser exercise of the Over-Allotment
Option) (the “Private Placement Option”). The Private Placement would be made pursuant to
exemptions from Canadian prospectus requirements and the Common Shares issued pursuant
thereto would be subject to restrictions on resale for a period of four months and one day from
the closing of the Private Placement under applicable Canadian securities legislat ion. The Private
Placement and the Private Placement Option are expected to close within 45 days following the
filing of the final version of the Prospectus Supplement (as defined below) prepared in connection
with the Offering, and would be subject to the Company receiving all necessary regulatory
approvals, including the approval of the TSX Venture Exchange (“TSXV”) and the New York Stock
Exchange (“NYSE”). Closing of the Offering is not conditional upon closing of the Private Placement;
however, closing of the Private Placement is conditional upon closing of the Offering. There can be
no assurance that the Private Placement will close as contemplated or at all.
The net proceeds of the Offering and of the Private Placement, as the case may be, will be used to
bring the development of the Matawinie Mine Project and the Bécancour Battery Material Plant
Project to a final investment decision and project financing. Some of the net proceeds will be used
as well for the development of the Uatnan Mining Project and for general working capital and
corporate expense needs.
The Offering is expected to close on or about April 17, 2023 and is subject to NMG receiving all
necessary regulatory approvals and the approval of the TSXV and the NYSE.
The Common Shares to be offered under the Offering will be offered in all provinces of Canada
(excluding the territories) pursuant to a short form base shelf prospectus as accompanied by a
prospectus supplement and will be offered in the United States pursuant to a supplement to the
Company’s registration statement on Form F-10 registering the Common Shares under the United
States Securities Act of 1933, as amended, (the “U.S. Securities Act”) pursuant to the Multi -
Jurisdictional Disclosure System adopted by the United States and Canada (the “MJDS”). The
Common Shares to be offered under the Offering may also be offered on a private placement basis
in certain jurisdictions outside of Canada and the United States pursuant to applicable prospectus
exemptions.
In connection with the Offering, the Company has filed a preliminary prospectus supplement and
will file a final prospectus supplement (together, the “Prospectus Supplement”) to the Company’s
existing base shelf prospectus dated May 19, 2021, as amended by the Amendment No. 1 da ted
January 19, 2022, filed in Canada (the “Base Shelf Prospectus”) and the Company's United States
registration statement on Form F -10 (the “Registration Statement”) filed with the U.S. Securities
and Exchange Commission (the “SEC”) under the U.S. Securit ies Act, pursuant to the MJDS. The
Prospectus Supplement, the Base Shelf Prospectus and the Registration Statement contain
important information about the Company and the Offering. Prospective investors should read the
Prospectus Supplement, the Base Shelf Prospectus and the Registration Statement and the
documents incorporated by reference therein before making an investment decision. The
Prospectus Supplement when filed in Canada (together with the related Base Shelf Prospectus) will
be available on SEDAR at www.sedar.com. The Prospectus Supplement when filed in the United
States (together with the Registration Statement) will be available on the SEC’s website at
www.sec.gov. Alternatively, the Company, any Underwriter, or any dealer participating in the
Offering will arrange to send you the prospectus or you may request it, in Canada from BMO Capital
Markets, Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road,
Brampton, Ontario L6S 6H2 by telephone at 905 -791-3151 Ext 4020 or b y email at
[email protected] and in the United States from BMO Capital Markets Corp. at to
151 W 42nd Street, 32nd Floor, New York, NY 10036 (Attn. Equity Syndicate), or toll -free at 800-
414-3627 or by email at [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities,
nor will there be any sale of the securities in any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such province, state or jurisdiction. The securities being offered and the contents of
this press release have not been approved or disapproved by any regulatory authority, nor has any
such authority passed upon the accuracy or adequacy of the Prospectus Supplement, the Base
Shelf Prospectus or the Registration Statement.
The securities to be offered under the Private Placement have not been, and will not be, registered
under the U.S. Securities Act of 1933, as amended (the “ U.S. Securities Act”) or any U.S. state
securities laws, 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 any applicable exemption from the registration
requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release
shall not constitute an offer to sell or the solicitati on of an offer to buy securities that may be
offered under the Private Placement in the United States or to, or for the account or benefit of,
U.S. persons, nor shall there be any sale of such securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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 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 wh ile promoting
sustainability and supply chain traceability. www.NMG.com
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Cautionary Note Regarding Forward-Looking Information
All statements, other than statements of historical fact, contained in this press release including,
but not limited to, statements related to the Offering and the Private Placement, the expected use
of proceeds, the receiving of all necessary regulatory appr ovals, the approval for the listing of the
Common Shares to be issued pursuant to the Offering and the Private Placement on the TSXV and
the NYSE, as applicable, and those which are discussed under the “About Nouveau Monde Graphite”
paragraph and elsewhere in this 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 are based upon various underlying factors and assumptions, including
that the Offering and the Private Placement will be completed on favourable terms and that the
proceeds from the Offering and the Private Placement will be utilized by Nouveau Monde as
currently expected, 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, the satisfaction of the closing conditions relating to the
Offering and the Private Placement, the granting of the Over-Allotment Option, the anticipated use
of proceeds from the Offering and the Private Placement, the ability of the Company to successfully
implement its strategic initiatives and whether such strategic initiatives will yield the expected
benefits, the availability of financ ing 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 impa cts 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 unce rtainties can be found in the Company’s Annual Information
Form dated March 23, 2023, including in the section thereof captioned “Risk Factors”, which is
available on SEDAR at www.sedar.com 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 ma terial
difference between subsequent actual events and such forward -looking statements, except to the
extent required by applicable law.
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.sedar.com),
and for United States readers on E DGAR ( www.sec.gov), and on the Company’s website at:
www.NMG.com.
Contact
MEDIA
INVESTORS
Julie Paquet
VP Communications & ESG Strategy
+1-450-757-8905 #140
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993