NOUVEAU MONDE GRAPHITE INC. (the “Corporation”) (TSX VENTURE:NOU)(OTCQB:NMGRF)(FRANKFURT:NM9) is pleased to announce that it has closed a first tranche of brokered private placement of an aggregate number of 14,814,996 units (the “Units”) in the capital of the Corporation, at a price of $0.30 per Unit, for an aggregate gross proceeds of $4,444,499 (the “Offering”).
Each Unit is comprised of one common share in the capital of the Corporation and one-half of one common share purchase warrant. Each whole warrant (the “Warrant”) shall entitle the holder thereof to acquire one common share of the capital in the Corporation (the “Warrant Share”), at a price of $0.40 per Warrant Share, for a period of 24 months following the closing of the Offering.
The Offering was conducted through a syndicate led by Eight Capital together with Jett Capital Advisors, LLC, Echelon Wealth Partners Inc. and Haywood Securities Inc. acting as agents (the “Agents”). In consideration for their services, the Agents received an aggregate cash commission of $137,532 and an aggregate of 458,440 broker warrants to purchase up to 458,440 common shares in the capital of the Corporation, at a price of $0.30 per common share, until September 19, 2019 (the “Broker Warrants”). The Corporation also paid a cash commission of $30,845.95 to EMD Financial Inc. and $6,000 to EDE Asset Management Inc. and has issued to each of them 102,820 and 20,000 Broker Warrants, respectively.
The net proceeds of the Offering will be used by the Corporation to incur exploration and development expenses on its Matawinie Property.
All securities issued pursuant to the Offering are subject to a restricted period of four months and a day, ending on January 20, 2018 under applicable Canadian securities legislation.
The Corporation expects to be able to file shortly all required documentation to satisfy the conditional acceptance of the TSX Venture Exchange (the “TSXV”).
The Corporation also announces that it has received offers from potential investors including institutional investors from the Province of Québec to subscribe for additional units in a second tranche of the Offering, subject to certain conditions being met. In such a case, a second closing is expected to occur within a few weeks.
The President and Chief Executive Officer, the Chief Financial Officer, two executive officers and one insider of the Corporation have subscribed in the Offering as follow: 50,000 Units were subscribed by Mr. Éric Desaulniers, 50,000 Units were subscribed by Mr. Charles-Olivier Tarte, 50,000 Units were subscribed by Mr. Karl Trudeau, 50,000 Units were subscribed by Mrs Marie-Ève Chaume and 3,333,334 Units were subscribed by Les Placement Charles Armand Turpin inc., controlled by Mr. Charles Armand Turpin, which constitute “related parties transactions” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation who voted in favour of the Offering have determined that the exemptions from formal valuation and minority approval requirements provided for respectively under subsections 5.5(a) and 5.7(1)(a) of Regulation 61-101 can be relied on as neither the fair market value of the Units issued to these insiders nor the fair market value of the consideration paid exceed 25% of the Corporation’s market capitalization. None of the Corporation’s directors has expressed any contrary views or disagreements with respect to the foregoing.
A material change report in respect of these related parties transactions will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering due to the fact that the terms of the participation of each of the non-related parties and the related parties in the Offering were not confirmed.
The Corporation announces that it has filed an application with the TSXV to extend the term of certain share purchase warrants of the Corporation (the “Amendment to the Warrants”).
An aggregate of 850,000 share purchase warrants were issued on September 16, 2016, pursuant to a private placement of units closed on September 16, 2016, each of which initially entitled the warrant holder to purchase one common share in the capital of the Corporation at a price of $0.40 per common share until September 16, 2017.
The board of directors of the Corporation has approved the Amendment to the warrants (the “Warrants Term”) to extend their expiry date to September 16, 2018. The Amendment to the Warrants is subject to the approval of the TSXV.
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