Nouveau Monde announces the price of a public offering of common shares of US $ 52,500,000 in the United States and Canada
MONTREAL, June 18, 2021 (GLOBE NEWSWIRE) – Nouveau Monde Graphite Inc. (“New world“or the”Company“) (NYSE: NMG; TSXV: NOU) announced today the price of its previously announced subscribed public offering (the”Offer“) 7,000,000 of its ordinary shares (the”Ordinary actions“) at a price per share of US $ 7.50 (the”Offer price“) for aggregate gross proceeds of $ 52,500,000. Nouveau Monde has granted the underwriters a 30-day option to purchase up to 1,050,000 additional common shares at the offering price. The Offer is expected to close on Wednesday June 23, 2021, subject to customary closing conditions.
Evercore ISI and BMO Capital Markets act as co-book managers for the offering. B. Riley Securities and Stifel GMP also act as joint bookkeepers. Roth Capital Partners acts as co-manager of the Offer.
One of the Company’s current shareholders, Pallinghurst Graphite International Limited, has indicated that it and one of its investors collectively intend to purchase 706,666 common shares as part of the offering for total gross proceeds to to the Company of approximately US $ 5,300,000. In addition, shortly after the closing of the offering and after preliminary discussions with one of its other current shareholders, the Company expects to complete a private placement of common shares without an intermediary for total gross proceeds of up to $ 13,125,000. US, at a price per common share Share which will not be less than the Offer Price (the “Private placement“). In addition, the shareholder participating in the private placement will have the option to purchase an additional number of ordinary shares equal to 15% of the initial number of ordinary shares within the framework of the private placement in the event of full exercise of the over-allotment. . Option as part of the Offering (or any lower number of Common Shares in proportion to any lesser exercise of the Over-Allotment Option). The private placement will be made pursuant to an exemption from Canadian prospectus requirements and the common shares issued therein will be subject to resale restrictions for a period of four months and one day from the closing of the private placement. under applicable Canadian securities legislation. The closing of the Private Placement and the Offer are not conditional on each other.
The Company expects that the net proceeds of the placement and private placement will be used for the development of the Matawinie mining project and the LiB anode plant project as well as for general working capital needs and overhead costs.
In connection with the Offer, Nouveau Monde has filed a preliminary prospectus supplement and will file a final prospectus supplement (together, the “”Brochure supplement“) The Company’s existing base shelf prospectus filed in Canada (the”Reference prospectus“) and the Company’s United States registration statement on Form F-10 (the”Declaration of registration“) filed with the United States Securities and Exchange Commission (the”SECOND”) Under the United States and Canada Multi-Jurisdictional Disclosure System (MJDS). The offering is made in the United States and in each of the provinces of Canada. The prospectus supplement, base shelf prospectus and registration statement contain important information about the Company and the offering. Prospective investors should read the Prospectus Supplement, Base Shelf Prospectus and 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 (along with the registration statement) will be available on the SEC’s website at www.sec.gov. Alternatively, the prospectus supplement filed in Canada (with the related base shelf prospectus) and the prospectus supplement filed in the United States (with the registration statement) may be obtained, when available, on request from one of the following sources: Evercore Group LLC, Attn: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by phone at (888) 474-0200 or by email at [email protected] or in Canada by contacting BMO Capital Markets, Brampton Distribution Center C / O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by phone at 905-791-3151 , ext. 4312 or by email at [email protected], and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 3 Times Square, 25th Floor, New York, NY 10036, or by phone at (800) 414-3627 or by email at bmoprospectus @ bmo. com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any province, state or jurisdiction where such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of any such province, state or jurisdiction. The securities offered and the contents of this press release have not been approved or disapproved of by any regulatory authority, and no such authority has been recognized by the accuracy or relevance of the Prospectus Supplement, Base Shelf Prospectus or the registration statement.
About New World
Nouveau Monde is striving to become a key contributor to the sustainable energy revolution. The Company is working on the development of a fully integrated source of green battery anode material in Quebec, Canada. Targeting commercial operations by 2023, the Company is developing advanced carbon neutral graphite 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 automotive manufacturers, providing advanced materials with high performance and reliability while promoting the durability and traceability of the supply chain.
Caution regarding forward-looking information
All statements, other than statements of historical fact, contained in this press release, including, but not limited to, the offering and the private placement, the intended use of the product, the obtaining of all regulatory approvals required, listing approval Common Shares to be issued in connection with the Offering and Private Placement on the TSX Venture Exchange and the New York Stock Exchange, as applicable, and those referred to in paragraph “About Nouveau Monde” and elsewhere in this press release which primarily describe the prospects and objectives of the Company, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, and are based on expectations, estimates and projections at the time of this press release. Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable by the Company at 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 inaccurate. In addition, these forward-looking statements are based on various underlying factors and assumptions, including that the Offer will be completed on favorable terms and that the proceeds from the Offer will be used by Nouveau Monde as currently intended, and does not constitute a guaranteed future performance.
Forward-looking information and statements are subject to known or unknown risks and uncertainties which 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, the satisfaction of the closing conditions relating to the placement and the private placement, the granting of the over-allotment option, ” planned use of the proceeds of the Offer and the Private Placement, the Company’s ability to successfully implement its strategic initiatives and whether these strategic initiatives will produce 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 activities, the factors competition in the graphite mining and production industry, changes in laws and regulations affecting the activities of the Company, r isks of political and social acceptability, regulatory risk, currency and currency risk, technological developments, impacts of the global COVID-19 pandemic and government responses to it, and general economic conditions, as well as profits, capital expenditures, cash flow and capital structure risks and general business risks. Unpredictable or unknown factors not discussed in this cautionary statement 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 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 for the future. The Company disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material differences between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
No securities regulator, TSXV or its Regulation Services Provider (as that term is defined in TSXV policies) accepts responsibility for the adequacy or accuracy of this release.
Further information relating to the Company is available in the SEDAR database (www.sedar.com) and in the EDGAR database of the SEC (www.sec.gov).