Business
Following Shareholder Approval, Nouveau Monde Graphite Set to Close Aggregate US$37.5M Private Placements by Mitsui and Pallinghurst
Approval by NMG shareholders of private placements for an aggregate amount of US$37.5M by strategic partner Mitsui and long-time investor Pallinghurst in accord
About this update from Nouveau Monde Graphite Inc
[{"type":"text","content":" Approval by NMG shareholders of private placements for an aggregate amount of US$37.5M by strategic partner Mitsui and long-time investor Pallinghurst in accordance with Regulation-61-101. Private placements scheduled to close on May 2, 2024, with the surrender and cancellation of Mitsui and Pallinghurst’s convertible notes dated November 8, 2022. MONTRÉAL / May 01, 2024 / Business Wire / 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%...