[ad_1]
+ A complete funding of US$50 million from Mitsui, Pallinghurst and Investissement Québec will help the subsequent operational milestones for the challenge financing actions on each the Matawinie Mine and the Bécancour Battery Materials Plant
+ Shareholders and analysts are invited to attend an Investor Briefing on Thursday, October 20 at 10:30 a.m. ET hosted by NMG’s Administration Workforce by way of webcast: https://us06web.zoom.us/webinar/register/WN_LxVC2YirS8izfF7UIneVzg
Nouveau Monde Graphite Inc. (“NMG” or the “Firm”) ( NYSE: NMG , TSX.V: NOU ), Mitsui & Co., LTD (“Mitsui”) ( TYO: 8031 ) and Panasonic Vitality Co., Ltd. (“Panasonic Vitality”), an entirely owned subsidiary of Panasonic Holdings Company (“Panasonic”) ( TYO: 6752 ), have entered right into a Framework Settlement establishing the phrases of the business relationship between the events to allow the subsequent improvement steps of NMG’s ore-to-battery-market built-in graphite challenge in Québec, Canada. NMG will use the proceeds of the abovementioned funding to work within the upcoming months on optimizing the feasibility examine on NMG’s Section-2 Industrial built-in operations, which is obtainable on SEDAR and EDGAR, based mostly on the memorandum of understanding for the contemplated offtake settlement.
This press launch options multimedia. View the complete launch right here: https://www.businesswire.com/information/residence/20221020005446/en/
Eric Desaulniers and Hiroshi Kakiuchi officialize the partnership at a signing ceremony at NMG’s Section-1 plant (Picture: Enterprise Wire)
Kazuo Tadanobu, President & CEO of Panasonic Vitality, commented: ” We’re more than happy to be taking part on this strategic partnership with NMG, which can permit us to discover the potential for establishing an environmentally pleasant provide chain in North America by means of a totally new built-in anode manufacturing in Canada. As a producer of EV lithium-ion batteries with the most important share of the North American market, given our main know-how and depth of expertise, we purpose to proceed driving the expansion of the {industry} and accelerating towards a decarbonized society.”
Hiroshi Kakiuchi, Managing Officer of Mitsui, added: ” We’re very excited to be working with NMG and taking part of their mission to ascertain a secure lithium-ion battery provide chain for electrical autos in North America and contribute to the conclusion of a low-carbon society. Particularly, we’re impressed by Eric Desaulniers’ imaginative and prescient to tackle the unprecedented problem of creating the entire means of anode materials manufacturing, from mining to manufacturing, which is to be accomplished in North America in an environmentally pleasant method.”
Arne H Frandsen, Chair of NMG, mentioned: “NMG is dedicated to delivering the very best high quality anode materials, solely mined and produced in North America. The partnership with Panasonic Vitality and Mitsui – two blue-chip leaders of the {industry} – ought to additional safe our main place within the battery supplies house. Greater than ever, we are going to proceed to vigorously improve our relevance within the North American market, benefitting from U.S. and Canadian laws supporting regionally produced batteries.”
Eric Desaulniers, Founder, President, and CEO of NMG, reacted: “I’m delighted to embark on this transformative partnership with skilled and industry-leading companions Mitsui and Panasonic Vitality. It’s set to supply NMG with a strong business basis for deploying our Section-2 Industrial operations. Their participation is a testomony to our sound enterprise mannequin and a lever at this pivotal time to advance our marketing strategy in direction of establishing what’s projected to turn out to be North America’s largest absolutely built-in pure graphite manufacturing.”
Andrew Willis, Co-Chief Govt of The Pallinghurst Group, remarked: “We’re proud at Pallinghurst to have labored with NMG in reaching this vital milestone. The Firm’s business mannequin and robust ESG credentials are extraordinarily engaging; we’re reiterating our confidence by reinvesting in NMG’s progress. We’re excited for the subsequent chapter as NMG positions itself as a most well-liked built-in graphite provider for the Western battery and EV market.”
Man Leblanc, CEO of Investissement Québec, famous: “This funding displays our dedication to establishing Québec as a number one North American hub for lithium-ion batteries. Nouveau Monde Graphite is clearly a key participant on this sector and can contribute enormously to the province’s power transition. Investissement Québec is proud to have supported them of their progress from the outset and on this new section of their improvement.”
Memorandum of Understanding on Offtake Settlement
The strategic transaction contains a non-binding memorandum of understanding on an offtake by Panasonic Vitality of a good portion of NMG’s inexperienced energetic anode materials out of the Firm’s built-in Section-2 Industrial manufacturing amenities over a multi-year time period. Whereas there will be no assurance {that a} remaining offtake settlement with Panasonic Vitality will likely be accomplished, NMG and Panasonic Vitality will work collectively within the upcoming months to ascertain a definitive offtake settlement.
Convertible Notes
NMG can be happy to announce that it has entered into unsecured convertible word subscription agreements with every of Mitsui, Pallinghurst and Investissement Québec pursuant to which NMG has agreed to situation to every holder an unsecured convertible word (the “Convertible Notes”), for combination gross proceeds of US$50 million (the “Non-public Placement”). In reference to the Non-public Placement, Mitsui will subscribe for US$25 million in Convertible Notes, whereas Pallinghurst and Investissement Québec will every subscribe for US$12.5 million.
The Convertible Notes will mature 36 months from the date of issuance (the “Maturity Date”) and shall bear curiosity on the greater of 6% every year and the 90-day common time period SOFR (secured in a single day financing fee) plus 4% every year. Curiosity will likely be payable both quarterly in money on the final enterprise day of every quarter commencing on December 31, 2022, or NMG could elect to capitalize curiosity and settle in absolutely paid widespread shares of NMG (“Widespread Shares”), topic to TSX Enterprise Alternate (the “Alternate”) approvals. Ought to NMG elect to settle curiosity in Widespread Shares, settlement will likely be at market value (as outlined within the Alternate insurance policies) decided on the quarter finish on which such curiosity turned payable.
All or a portion of the principal quantity of the Convertible Notes will likely be convertible on the election of the holder thereof into models of NMG (a “Convertible Be aware Unit”) at a value of US$5.00 per Convertible Be aware Unit at any time till the Maturity Date. Every Convertible Be aware Unit will likely be comprised of 1 (1) Widespread Share and one (1) widespread share buy warrant (a “Warrant”). Every Warrant will entitle the holder thereof to amass one Widespread Share at a value of US$5.70 per Widespread Share for a interval of 24 months from the date of issuance thereof.
The Convertible Notes (and the Widespread Shares and Warrants issuable upon conversion of the Convertible Notes, if issued earlier than that interval) are topic to a maintain interval of 4 months and at some point in accordance with related regulatory and inventory change insurance policies.
Closing of the Convertible Notes transaction is anticipated to happen on or about November 9, 2022, and is topic to sure customary closing circumstances, together with acquiring remaining regulatory approvals.
Letter Agreements and Funding Agreements
Pursuant to Letter Agreements and/or Funding Agreements, Pallinghurst, Mitsui and Investissement Québec will likely be granted sure rights relating to every occasion’s funding in NMG. These embrace sure nomination and anti-dilution rights, and, for Pallinghurst and Mitsui, sure advertising rights for future gross sales of NMG’s energetic anode materials.
Framework Settlement
As a part of the transaction, a Framework Settlement was signed by NMG, Mitsui and Panasonic Vitality that defines the function and obligations of the events within the coming months, together with optimization of the feasibility examine and different essential project-related operational milestones. NMG plans to make use of the proceeds from the funding to help the finalization of the design, operation, advertising, and company parameters of the Section-2 Matawinie Mine and Bécancour Battery Materials Plant. The intention is to proceed with challenge financing and the ultimate funding determination (“FID”) on each the Matawinie Mine and Bécancour Battery Materials Plant as soon as that optimization section is accomplished and all operational variables are effectively understood. Based mostly on info accessible right now, NMG anticipates a 28-month building interval following FID to convey its operations to business manufacturing. The Framework Settlement and the Facet Letter Agreements/Funding Agreements shall turn out to be efficient at closing.
Associated Social gathering Disclosure
Investissement Québec and Pallinghurst are insiders of the Firm and their participation within the Non-public Placement and the Funding Agreements and the Letter Settlement constitutes a “associated occasion transaction” throughout the that means of Regulation 61-101 respecting Safety of Minority Safety Holders in Particular Transactions (the “Regulation 61-101”) and the TSX Enterprise Alternate Coverage 5.9 – Safety of Minority Safety Holders in Particular Transactions . Nonetheless, upon receiving affirmation from administration of the Company and authorized counsel that the exemptions from formal valuation and minority approval necessities offered for respectively below subsections 5.5(a) and 5.7(1)(a) of Regulation 61‑101 will be relied on as neither the truthful market worth of the securities issued in favour of associated events nor the truthful market worth of the consideration paid for these securities exceed 25% of the Firm’s market capitalization, the administrators of the Firm who had the correct to vote have unanimously supported the issuance of the Convertible Notes and the signature of the Funding Agreements and the Letter Settlement.
A fabric change report in respect of these associated occasion transactions will likely be filed by the Firm however couldn’t be filed sooner than 21 days previous to the closing of the Non-public Placement on account of the truth that the Non-public Placement was conditional to the signatures of all of the abovementioned agreements and that this abbreviated interval is cheap and essential within the circumstances because the Firm needs to finish these transactions in a well timed method.
NMG’s Lively Anode Materials
The offtake and strategic partnership covers NMG’s absolutely built-in operations with a particular curiosity within the Firm’s anode energetic materials which has demonstrated industry-leading environmental footprint in a current life cycle evaluation . NMG’s deliberate all-electric operations powered by renewable power mixed with clear processing applied sciences are set to generate superior supplies with an exceptionally low local weather change impression, in step with world decarbonization efforts.
Complementary Data
NMG shareholders and analysts are invited to attend a webcast Investor Briefing on Thursday, October 20, 2022, at 10:30 a.m. ET. Hosted by President and CEO Eric Desaulniers with the participation of NMG’s Administration Workforce, the briefing will entail a technical presentation adopted by a question-and-answer session. Registration needs to be accomplished previous to the beginning of the briefing at: https://us06web.zoom.us/webinar/register/WN_LxVC2YirS8izfF7UIneVzg .
An interview with Eric Desaulniers shot at NMG’s Section-1 plant can be accessible for viewing right here: https://youtu.be/5SVPI4mQLMA . Members of the media could obtain high-resolution recordsdata at https://we.tl/t-TNJhUOdR6D and make extra interview or info requests by way of Julie Paquet, Vice President, Communications & ESG Technique at NMG.
About Panasonic Vitality
Panasonic Vitality established in April 2022 as a part of the Panasonic Group’s swap to an working firm system, supplies revolutionary battery technology-based merchandise and options globally. Via its automotive lithium-ion batteries, storage battery programs and dry batteries, the corporate brings protected, dependable, and handy energy to a broad vary of enterprise areas, from mobility and social infrastructure to medical and shopper merchandise. Panasonic Vitality is dedicated to contributing to a society that realizes happiness and environmental sustainability, and thru its enterprise actions the corporate goals to handle societal points whereas taking the lead on environmental initiatives. For extra particulars, please go to www.Panasonic.com/world/power
About Mitsui
Mitsui & Co., Ltd. ( TYO: 8031.JP ) is a world buying and selling and funding firm with a diversified enterprise portfolio that spans roughly 63 international locations in Asia, Europe, North, Central & South America, The Center East, Africa and Oceania.
Mitsui has about 5,500 staff and deploys expertise across the globe to establish, develop, and develop companies in collaboration with a world community of trusted companions. Mitsui has constructed a powerful and various core enterprise portfolio protecting the Mineral and Metallic Assets, Vitality, Equipment and Infrastructure, and Chemical substances industries.
Leveraging its strengths, Mitsui has additional diversified past its core revenue pillars to create multifaceted worth in new areas, together with revolutionary Vitality Options, Healthcare & Diet and thru a strategic deal with high-growth Asian markets. This technique goals to derive progress alternatives by harnessing a few of the world’s predominant mega-trends: sustainability, well being & wellness, digitalization and the rising energy of the patron.
Mitsui has an extended heritage in Asia, the place it has established a various and strategic portfolio of companies and companions that provides it a powerful differentiating edge, supplies distinctive entry for all world companions to the world’s quickest rising area and strengthens its worldwide portfolio.
For extra info on Mitsui & Co’s companies go to, www.Mitsui.com
About Nouveau Monde Graphite
NMG is striving to turn out to be a key contributor to the sustainable power revolution. The Firm is working in direction of growing a totally built-in supply of carbon-neutral battery anode materials in Québec, Canada for the rising lithium-ion and gasoline cell markets. With low-cost operations and enviable ESG requirements, NMG aspires to turn out to be a strategic provider to the world’s main battery and vehicle producers, offering high-performing and dependable superior supplies whereas selling sustainability and provide chain traceability. www.NMG.com
Subscribe to our information feed: https://NMG.com/buyers/#information
Cautionary Be aware Concerning Ahead-Trying Data
All statements, apart from statements of historic truth, contained on this press launch together with, however not restricted to these describing the timeline of the initiatives described on this press launch, the coming into right into a definitive offtake settlement, the closing of transactions described on this press launch, the outcomes of the optimized feasibility examine, the meant manufacturing of eco-friendly superior supplies, the Firm’s commitments and initiatives outlined within the press launch, the meant outcomes of the initiatives described on this press launch, the optimistic impression of the foregoing on challenge economics, the Firm’s goal to be North America’s largest absolutely built-in pure graphite manufacturing, the Firm’s relationship with its stakeholders, market traits and people statements that are mentioned below the “About Nouveau Monde Graphite” paragraph and elsewhere within the press launch which basically describe the Firm’s outlook and targets, represent “forward-looking info” or “forward-looking statements” (collectively, “forward-looking statements”) throughout the that means of Canadian and United States securities legal guidelines, and are based mostly on expectations, estimates and projections as of the time of this press launch. Ahead-looking statements are essentially based mostly upon a lot of estimates and assumptions that, whereas thought of cheap by the Firm as of the time of such statements, are inherently topic to vital enterprise, financial and aggressive uncertainties and contingencies. These estimates and assumptions could show to be incorrect. Furthermore, these forward-looking statements have been based mostly upon varied underlying components and assumptions, together with the present technological traits, the enterprise relationship between the Firm and its stakeholders, the power to function in a protected and efficient method, the well timed supply and set up of the tools supporting the manufacturing, the Firm’s enterprise prospects and alternatives and estimates of the operational efficiency of the tools, and aren’t ensures of future efficiency.
Ahead-looking statements are topic to identified or unknown dangers and uncertainties which will trigger precise outcomes to vary materially from these anticipated or implied within the forward-looking statements. Threat components that might trigger precise outcomes or occasions to vary materially from present expectations embrace, amongst others, delays within the scheduled supply instances of the tools, the power of the Firm to efficiently implement its strategic initiatives and whether or not such strategic initiatives will yield the anticipated advantages, the supply of financing or financing on favorable phrases for the Firm, the dependence on commodity costs, the impression of inflation on prices, the dangers of acquiring the mandatory permits, the working efficiency of the Firm’s property and companies, aggressive components within the graphite mining and manufacturing {industry}, adjustments in legal guidelines and rules affecting the Firm’s companies, political and social acceptability danger, environmental regulation danger, foreign money and change fee danger, technological developments, the impacts of the worldwide COVID-19 pandemic and the governments’ responses thereto, and basic financial circumstances, in addition to earnings, capital expenditure, money move and capital construction dangers and basic enterprise dangers. An extra description of dangers and uncertainties will be present in NMG’s Annual Data Type dated March 22, 2022, together with within the part thereof captioned “Threat Components”, which is obtainable on SEDAR at www.sedar.com and on EDGAR at www.sec.gov . Unpredictable or unknown components not mentioned on this Cautionary Be aware may even have materials antagonistic results on forward-looking statements.
Many of those uncertainties and contingencies can instantly or not directly have an effect on, and will trigger, precise outcomes to vary materially from these expressed or implied in any forward-looking statements. There will be no assurance that forward-looking statements will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Ahead-looking statements are offered for the aim of offering details about administration’s expectations and plans referring to the long run. The Firm disclaims any intention or obligation to replace or revise any forward-looking statements or to clarify any materials distinction between subsequent precise occasions and such forward-looking statements, besides to the extent required by relevant regulation.
The market and {industry} knowledge contained on this press launch relies upon info from impartial {industry} publications, market analysis, analyst reviews and surveys and different publicly accessible sources. Though the Firm believes these sources to be usually dependable, market and {industry} knowledge is topic to interpretation and can’t be verified with full certainty on account of limits on the supply and reliability of uncooked knowledge, the voluntary nature of the data-gathering course of and different limitations and uncertainties inherent in any survey. The Firm has not independently verified any of the information from third-party sources referred to on this press launch and accordingly, the accuracy and completeness of such knowledge just isn’t assured.
Neither the TSX Enterprise Alternate nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) accepts accountability for the adequacy or accuracy of this launch.
Additional info concerning the Firm is obtainable within the SEDAR database ( www.sedar.com ), and for United States readers on EDGAR ( www.sec.gov ), and on the Firm’s web site at: www.NMG.com
This press launch shall not represent a proposal to promote or a solicitation of a proposal to purchase nor shall there be any sale of the securities in any state wherein such provide, solicitation or sale could be illegal. The securities being supplied haven’t been, nor will they be, registered below the USA Securities Act of 1933, as amended (the “U.S. Securities Act”) and is probably not supplied or offered to, or for the account or good thing about, individuals in the USA or U.S. individuals absent registration or an relevant exemption from the registration necessities of the U.S. Securities Act and relevant state securities legal guidelines. “United States” and “U.S. particular person” are as outlined in Regulation S below the U.S. Securities Act.
View supply model on businesswire.com: https://www.businesswire.com/information/residence/20221020005446/en/
MEDIA
Julie Paquet
VP Communications & ESG Technique
+1-450-757-8905 #140
[email protected]
INVESTORS
Marc Jasmin
Director, Investor Relations
+1-450-757-8905 #993
[email protected]
[ad_2]
Supply hyperlink