Following Shareholder Approval, NMG Set to Close Aggregate US$37,5M Private Placements by Mitsui and Pallinghurst.
Nouveau Monde Graphite Inc. (“NMG” or the “Company”) (NYSE:NMG, TSXV: NOU) announces that, at the special meeting of the Company’s shareholders (“Shareholders”) held today, Shareholders approved the previously announced aggregate US$37.5-million private placements from Mitsui & Co., Ltd. (“Mitsui”) (TYO: 8031) and Pallinghurst Bond Limited (“Pallinghurst”) that will be completed by NMG issuing common shares and warrants in exchange for the surrender and cancellation of each of Mitsui’s and Pallinghurst’s convertible notes dated November 8, 2022, as amended and restated on April 11, 2023 (the “Related Party Private Placements”).
Mitsui had committed to a private placement of US$25 million and Pallinghurst to a private placement of US$12.5 million, in each case subject to the approval of disinterested Shareholders of each transaction in accordance with Regulation 61-101 Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”) and Policy 5.9 – Protection of Minority Security Holders in Special Transactions (“Policy 5.9”) and to regulatory approvals.
As per Regulation 61-101, the Company’s disinterested directors engaged Fort Capital Partners British Columbia (“Fort Capital Partners”) to carry out a valuation analysis and fairness opinion (the “Valuation and Fairness Opinion”). The Valuation and Fairness Opinion concluded that the Related Party Private Placements are fair, from a financial point of view, to Shareholders (other than Mitsui and Pallinghurst).
Matters Voted at the Special Meeting
Shareholders adopted all resolutions submitted for their approval, including the Related Party Private Placements. The complete voting results for each item of business are as follows:
| RESOLUTIONS | IN FAVOR | WITHHELD | ||
| Votes | % | Votes | % | |
| Mitsui Private Placement | 43,333,378 | 99.36% | 278,086 | 0.64% |
| Pallinghurst Private Placement | 31,165,461 | 99.11% | 281,398 | 0.89% |
| Creation of a new control person, being Mitsui | 43,422,952 | 99.57% | 188,512 | 0.43% |
| Creation of a new control person, being General Motors LLC | 30,951,993 | 99.49% | 159,471 | 0.51% |
| Creation of a new control person, being Panasonic Holdings Corporation | 43,488,962 | 99.72% | 122,502 | 0.28% |
Closing of the Related Party Private Placements
NMG, Mitsui and Pallinghurst are scheduled to close the Related Party Private Placements on May 2, 2024, subject to the final acceptance of the TSX Venture Exchange.
Mitsui is exchanging its convertible note, dated November 8, 2022, as amended and restated on April 11, 2023, for 12,500,000 Common Shares in the capital of NMG (the “Common Shares”) and 12,500,000 Common Share purchase warrants on the same pricing and other terms as the previously announced US$25 million equity investment in NMG (the “Tranche 1 Investment”) by Panasonic Holdings Corporation and General Motors LLC (the “Anchor Customers”). NMG will also enter into an investor rights agreement (the “Investor Rights Agreement”) with Mitsui at the closing of their investment. Pursuant to the Investor Rights Agreement, Mitsui will be required to “lock-up” its securities for a period of 12 months from the date of their investment. The Investor Rights Agreement also provides Mitsui with certain rights relating to its investment in NMG, namely certain board nomination and anti-dilution rights. Mitsui will be subject to a standstill limitation whereby it will not be able to increase its holdings beyond 20% of the issued and outstanding Common Shares for a period of three years.
Pallinghurst is exchanging its convertible note, dated November 8, 2022, as amended and restated on April 11, 2023, for 6,250,000 Common Shares and 6,250,000 Common Share purchase warrants on the same pricing and other terms as the Tranche 1 Investment with the Anchor Customers. NMG will enter into a registration rights agreement with Pallinghurst at the closing of their investment.
Concurrently with the redemption, surrender and cancellation of Mitsui’s and Pallinghurst’s convertible notes, 1,579,043 common shares that have been reserved for issuance will be issued as fully paid and non-assessable common shares.
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Following Shareholder Approval, NMG Set to Close Aggregate US$37,5M Private Placements by Mitsui and Pallinghurst. source
