Kazuo Tadanobu, President & CEO of Panasonic Energy, commented:
'We are very pleased to be participating in this strategic partnership with NMG, which will allow us to explore the possibility of establishing an environmentally friendly supply chain in
'We are very excited to be working with NMG and participating in their mission to establish a stable lithium-ion battery supply chain for electric vehicles in
Arne H Frandsen, Chair of NMG, said:
'NMG is committed to delivering the highest quality anode material, exclusively mined and produced in
'I am delighted to embark on this transformative partnership with experienced and industry-leading partners Mitsui and Panasonic Energy. It is set to provide NMG with a solid commercial foundation for deploying our Phase-2 Commercial operations. Their participation is a testament to our sound business model and a lever at this pivotal time to advance our business plan towards establishing what is projected to become
'We are proud at Pallinghurst to have worked with NMG in reaching this critical milestone. The Company's commercial model and strong ESG credentials are extremely attractive; we are reiterating our confidence by reinvesting in NMG's growth. We are excited for the next chapter as NMG positions itself as a preferred integrated graphite supplier for the Western battery and EV market.'
'This investment reflects our commitment to establishing
Memorandum of Understanding on Offtake Agreement
The strategic transaction comprises a non-binding memorandum of understanding on an offtake by Panasonic Energy of a significant portion of NMG's green active anode material out of the Company's integrated Phase-2 Commercial production facilities over a multi-year term. While there can be no assurance that a final offtake agreement with Panasonic Energy will be completed, NMG and Panasonic Energy will work together in the upcoming months to establish a definitive offtake agreement.
Convertible Notes
NMG is also pleased to announce that it has entered into unsecured convertible note subscription agreements with each of Mitsui, Pallinghurst and
The Convertible Notes will mature 36 months from the date of issuance (the 'Maturity Date') and shall bear interest at the higher of 6% per annum and the 90-day average term SOFR (secured overnight financing rate) plus 4% per annum. Interest will be payable either quarterly in cash on the last business day of each quarter commencing on
All or a portion of the principal amount of the Convertible Notes will be convertible at the election of the holder thereof into units of NMG (a 'Convertible Note Unit') at a price of
The Convertible Notes (and the Common Shares and Warrants issuable upon conversion of the Convertible Notes, if issued before that period) are subject to a hold period of 4 months and one day in accordance with relevant regulatory and stock exchange policies.
Closing of the Convertible Notes transaction is expected to occur on or about
Letter Agreements and Investment Agreements
Pursuant to Letter Agreements and/or Investment Agreements, Pallinghurst, Mitsui and
Framework Agreement
As part of the transaction, a Framework Agreement was signed by NMG, Mitsui and Panasonic Energy that defines the role and responsibilities of the parties in the coming months, including optimization of the feasibility study and other important project-related operational milestones. NMG plans to use the proceeds from the investment to support the finalization of the design, operation, marketing, and corporate parameters of the
Related Party Disclosure
A material change report in respect of those related party transactions will be filed by the Company but could not be filed earlier than 21 days prior to the closing of the Private Placement due to the fact that the Private Placement was conditional to the signatures of all the abovementioned agreements and that this abbreviated period is reasonable and necessary in the circumstances as the Company wishes to complete these transactions in a timely manner.
NMG's Active Anode Material
The offtake and strategic partnership covers NMG's fully integrated operations with a special interest in the Company's anode active material which has demonstrated industry-leading environmental footprint in a recent life cycle assessment. NMG's planned all-electric operations powered by renewable energy combined with clean processing technologies are set to generate advanced materials with an exceptionally low climate change impact, in line with global decarbonization efforts.
Complementary Information
NMG shareholders and analysts are invited to attend a webcast Investor Briefing on
About Panasonic Energy
Panasonic Energy established in
About Mitsui
Mitsui has about 5,500 employees and deploys talent around the globe to identify, develop, and grow businesses in collaboration with a global network of trusted partners. Mitsui has built a strong and diverse core business portfolio covering the Mineral and Metal Resources, Energy, Machinery and Infrastructure, and Chemicals industries.
Leveraging its strengths, Mitsui has further diversified beyond its core profit pillars to create multifaceted value in new areas, including innovative Energy Solutions, Healthcare & Nutrition and through a strategic focus on high-growth Asian markets. This strategy aims to derive growth opportunities by harnessing some of the world's main mega-trends: sustainability, health & wellness, digitalization and the growing power of the consumer.
Mitsui has a long heritage in
For more information on
About
NMG 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
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 timeline of the initiatives described in this press release, the entering into a definitive offtake agreement, the closing of transactions described in this press release, the results of the optimized feasibility study, the intended production of eco-friendly advanced materials, the Company's commitments and initiatives outlined in the press release, the intended results of the initiatives described in this press release, the positive impact of the foregoing on project economics, the Company's objective to be
Forward-looking 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 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. A further description of risks and uncertainties can be found in NMG's Annual Information Form dated
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.
The market and industry data contained in this press release is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although the Company believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any survey. The Company has not independently verified any of the data from third-party sources referred to in this press release and accordingly, the accuracy and completeness of such data is not guaranteed.
Neither the
Further information regarding the Company is available in the SEDAR database (www.sedar.com), and for
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the '
About
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
Cautionary Statement 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 positive impact of the foregoing on the project economics, the development of the Company's Phase 2 commercial operations and potential development of the Phase 3 Lac Gueret graphite property, the Company's objective of being a North American natural graphite leader for the battery and EV markets and those statements which are discussed under the 'About Nouveau Monde Graphite' paragraph and elsewhere in the press release which essentially describe the Company's outlook and objectives, constitute 'forward-looking information' or 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of Canadian and
Forward-looking 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 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. A further description of risks and uncertainties can be found in NMG's Annual Information Form dated
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.
The market and industry data contained in this press release is based upon information from independent industry publications, market research, analyst reports and surveys and other publicly available sources. Although the Corporation believes these sources to be generally reliable, market and industry data is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any survey. The Corporation has not independently verified any of the data from third-party sources referred to in this press release and accordingly, the accuracy and completeness of such data is not guaranteed.
Contact:
MEDIA
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Communications & ESG Strategy
T: +1 450-757-8905 extension 140
INVESTORS
Director
Investor Relations
T: +1 450-757-8905 extension 993
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