Nouveau Monde Graphite Inc. (“Nouveau Monde” or the “Company”)
(NYSE: NMG, TSXV: NOU) is pleased to announce that Pallinghurst
Graphite International Limited (“Pallinghurst”), the holder of a
secured convertible bond in the principal amount of C$15 million
(the “Convertible Bond”), as announced in the press release dated
July 15, 2020, has converted the full outstanding principal amount
of the Convertible Bond to common shares of the Company. This
decision further demonstrates Pallinghurst’s significant and
continuing support for the Company and its ongoing project
development initiatives, as it strives to become a key player in
the sustainable energy revolution.
Importantly, all related security to secure the obligations of
the Company under the Convertible Bond will be released and
discharged, which will provide the Company with increased
flexibility for its project financing initiatives, as it moves
towards the next stage of development.
The Convertible Bond was converted in two tranches: 1,875,000
common shares were received by Pallinghurst on exercise of the
first tranche and distributed by Pallinghurst to its investors,
which include Messrs. Arne H Frandsen and Andrew Willis, who are
directors of the Company. 5,625,000 common shares were subsequently
issued to Pallinghurst in respect of conversion of the second
tranche.
In addition, and pursuant to the terms of the Convertible Bond,
the Company has elected to settle the accrued and unpaid interest
owing under the Convertible Bond of C$1,900,463 by issuing an
additional 220,471 common shares of the share capital of the
Company (the “Interest Shares”) at C$8.62 per Interest Share, in
accordance with the rules of the TSX Venture Exchange. Following
the issuance of the Interest Shares, all amounts payable pursuant
to the Convertible Bond will have been settled in full.
Following the exercise of the Convertible Bond, the distribution
to Pallinghurst investors, and receipt of the Interest Shares,
together with its existing holdings, Pallinghurst, together with
its subsidiary will own 11,541,014 common shares of the Company
representing approximately 21% of the issued and outstanding common
shares of the Company.
Arne H Frandsen, Managing Partner and Co-Founder of The
Pallinghurst Group said: “Pallinghurst is delighted to continue its
support of Nouveau Monde and today’s announcement indicates our
firm belief that Nouveau Monde is set to become a significant,
fully integrated supplier of carbon-neutral battery anode material
in the future. As the Company’s largest shareholder, Pallinghurst
looks forward to continuing to work closely with management as we
develop what is projected to be the Western World’s largest battery
grade graphite operation, with best-in-class ESG credentials.”
Eric Desaulniers, Founder, President and CEO of Nouveau Monde
added: “Developing a large-scale battery mining and transformation
project is a journey that can only be achieved with long term
investors like Pallinghurst who support and embrace our vision,
while enhancing our business plan with their experience and
execution discipline. The whole team at Nouveau Monde and myself
are looking forward to our continuing collaboration with
Pallinghurst as we work towards delivering our next exciting
milestones in support of an anode material supply chain in America
for the benefit of all of Nouveau Monde’s stakeholders.”
The payment of interest in the form of Interest Shares of the
Company takes place in favor of Pallinghurst, a holder of more than
10% of the securities of the Company, which constitutes a
“transaction with a related party” within the meaning of Regulation
61-101 on measures to protect minority holders during specific
transactions (“Regulation 61-101”) and within the meaning of Policy
5.9 of the Stock Exchange - Measures to protect minority holders
during specific transactions. However, the directors of the Company
have determined that the exemptions from the official valuation
obligation and the approval of minority holders, provided for in
sections 5.5 a) and 5.7 1) a) of Regulation 61-101 respectively,
may be invoked as neither the fair market value of the shares
issued to this insider nor the fair market value of the
consideration exceed 25% of the market capitalization of the
Company. No director of the Company has expressed a contrary
opinion or disagreement in connection with the foregoing.
The issuance of Interest Shares is conditional upon the approval
of the TSX Venture Exchange and the New York Stock Exchange, and
will be subject to a hold period of 4 months and one day.
A material change report relating to this transaction with a
related party will be filed by Nouveau Monde no later than 21 days
prior to the date on which the Interest Shares are expected to be
issued as the conditions in connection with the issuance of the
Interest Shares were not determined.
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 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, 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. www.NMG.com
Subscribe to our news feed: https://NMG.com/investors/#news
Cautionary Note Regarding Forward-Looking Information
All statements, other than statements of historical fact,
contained in this press release including, but not limited to those
describing the issuance of Interest Shares to Pallinghurst as
settlement of debts owed, the continuity of Pallinghurst’s support,
the Company’s goals and objectives, the Convertible Bond’s
discharge and release, the Company’s financing optionality,
Pallinghurst’s share ownership 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” 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 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 of the
equipment supporting the 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 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 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 the Company is available in the
SEDAR database (www.sedar.com), and for United States readers on
EDGAR (www.sec.gov), and on the Company’s website at:
www.NMG.com
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211018005285/en/
Julie Paquet VP Communications & ESG Strategy
+1-450-757-8905 #140 jpaquet@nmg.com
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