Following Overwhelming Shareholder Support, Nouveau Monde Announces Share Consolidation in Further Preparation for Potential ...
March 24 2021 - 2:00AM
Nouveau Monde Graphite Inc. ("
Nouveau Monde" or
the "
Company") (TSXV: NOU; OTCQX: NMGRF;
Frankfurt: NM9) is pleased to announce that, in connection with its
previously announced evaluation of an additional listing of the
Company's common shares ("Common Shares") on a U.S. stock exchange,
following the approval of its shareholders by a majority of 98.43%,
the Company is implementing a consolidation (reverse stock split)
of its outstanding Common Shares on the basis of one new
Common Share for every ten currently outstanding Common Shares (the
"Consolidation Ratio").
On behalf of the Board of Directors,
Arne H Frandsen, the Chairman of Nouveau Monde, commented:
“First of all, the entire board thanks our shareholders for their
vote of confidence in our management and strategic direction. To
receive over 98% of the votes in favour of any shareholder
resolution is a privilege – thank you! The agreed share
consolidation is a significant step that positions us for the
potential U.S. stock exchange listing we have been considering. We
believe a U.S. listing would both enhance our global visibility as
well as our U.S presence specifically. In turn, this will benefit
our business and shareholder base as we seek to execute on our
strategy of becoming the Western World’s largest producer of
high-quality anode materials to be used mainly in batteries for
electrical vehicles and renewable energy storage.”
The Consolidation Ratio was determined by the
Company's board of directors in accordance with the parameters
authorised by the Nouveau Monde's shareholders at the Company's
special meeting of shareholders held on March 23, 2021. The
consolidation took effect on March 24, 2021, and the Common
Shares are expected to commence trading on the TSX Venture
Exchange on a post-consolidation basis beginning at the open of
markets on or about March 31, 2021. Immediately prior to the
consolidation there were 370,558,932 Common Shares issued and
outstanding, and it is expected that there will be 37,055,893
Common Shares issued and outstanding following the consolidation,
subject to rounding for any fractional shares. No fractional shares
will be issued as a result of the share consolidation and
the number of post-consolidation shares to be received by a
shareholder will be rounded up, in the case of a fractional
interest that is 0.5 or greater, or rounded down, in the case of a
fractional interest that is less than 0.5, to the nearest whole
number of shares that such holder would otherwise be entitled to
receive upon the implementation of the share
consolidation.
Holders of Common Shares who hold uncertificated
Common Shares (that is shares held in book-entry form and not
represented by a physical share certificate), either as registered
holders or beneficial owners, will have their existing book-entry
account(s) electronically adjusted by the Company's transfer agent
or, for beneficial shareholders, by their brokerage firms, banks,
trusts, or other nominees that hold in street name for their
benefit. Such holders do not need to take any additional actions to
exchange their pre-consolidation Common Shares for
post-consolidation Common Shares. If you hold your
Common Shares with such brokerage firm, bank, trust or other
nominee, and if you have questions in this regard, you are
encouraged to contact your nominee.
Registered shareholders holding share
certificates will be mailed a letter of transmittal advising of the
share consolidation and instructing them to surrender their share
certificates representing pre-consolidation Common Shares for
replacement certificates or a direct registration advice
representing their post-consolidation Common Shares. Until
surrendered for exchange, following the effective date of the
consolidation, March 24, 2021, each share certificate formerly
representing pre-consolidation Common Shares will be deemed to
represent the number of whole post-consolidation Common Shares to
which the holder is entitled as a result of the
consolidation.
About Nouveau Monde
Nouveau Monde is striving to become a key
contributor to the sustainable energy revolution. The Company is
working towards developing a fully-integrated source of green
battery anode material in Québec, Canada. Targeting commercial
operations by 2023, the Company is developing advanced
carbon-neutral graphite-based material solutions for the growing
lithium-ion and fuel cell markets. With low-cost operations and
enviable ESG standards, Nouveau Monde 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.
Media |
Investors |
Julie Paquet Director,
Communications +1-450-757-8905
#140jpaquet@nouveaumonde.ca |
Christina Lalli Director,
Investor
Relations +1-438-399-8665 clalli@nouveaumonde.ca |
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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, the Company’s intention and ability
to list on a major U.S. stock exchange, receipt of final approval
and timing for the Common Shares to commence trading on the TSX
Venture Exchange on a post-consolidation basis, the anticipated
benefits of completing a share consolidation and listing on a major
U.S. stock exchange and those which are discussed under the
headings "Risks Factors Associated with the Share Consolidation" in
the Company's management information circular relating to the
special meeting of the Company's shareholders held on March 23,
2021, and the "About Nouveau Monde" paragraph in this press release
which essentially describe the Company’s outlook and objectives,
constitute "forward-looking information" or "forward-looking
statements" within the meaning of certain 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 the timely delivery and
installation of the equipment supporting the Company’s production,
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 information and 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 information and statements. Risk
factors that could cause actual results or events to differ
materially from current expectations include, among others, 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 favourable
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.
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.
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 Company is
available in the SEDAR database (www.sedar.com) and on the
Company’s website at: www.NouveauMonde.group
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