Symbol: NOU (TSX Venture), OTC Pink: NMGRF, Frankfurt: NM9
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN THE UNITED STATES.
Montréal, December 23th, 2016. NOUVEAU MONDE MINING ENTERPRISES INC.(“Nouveau Monde” or the “Corporation”) (TSX-V: NOU) is pleased to announce that it has closed two non‑brokered private placements (the “Offering”), the first one of a total of 8,067,306 units (the “Units”), at a price of $0.23 per Unit, for an aggregate gross proceeds of $1,855,480, and the second one of a total of 1,354,998 flow-through shares (the “FT Shares”), at a price of $0.30 per FT Shares, for an aggregate gross proceeds of $406,499. Each Unit is comprised of one common share of the Corporation and one common share purchase warrant. Each common share purchase warrant shall entitle the holder thereof to subscribe for one common share of the capital stock of the Corporation, at a price of $0.35 per common share, for a period of 24 months following the closing. The aggregate gross proceeds of the Offering will be used by the Corporation to incur exploration expenses on its Matawinie property located in the province of Québec and for its working capital.
The Chief Executive Officer, the Chief Financial Officer and a director of the Corporation have subscribed in the Offering as follow: 50,000 FT shares were subscribed by Mr. Eric Desaulniers, 100,000 Units and 25,000 FT shares were subscribed by Mr. Charles-Olivier Tarte and 86,957 Units were subscribed by Nicolas Tremblay, 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 shares issued to Mr. Desaulniers, Mr. Tarte or Mr. Tremblay 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.
Les placements Charles-Armand Turpin inc. (“Placement”), a corporation wholly owned by Fiducie Familiale Turpin (“Fiducie”) who is controlled by Mr. Charles-Armand Turpin, has subscribed for 4,348,000 Units of Nouveau Monde for an aggregate gross proceeds of $1,000,040. Pursuant to this subscription, Mr. Charles-Armand Turpin will be considered an insider of Nouveau Monde within the meaning of Regulation 55-104 respecting Insider Reporting Requirements and Exemptions and the policies of the TSX Venture Exchange (the “Exchange”). The portion of the subscription of Placement above 9.9 % of all the issued and outstanding common shares of Nouveau Monde representing 702,000 common shares must be approved by the Exchange and will be kept in trust pending such approval. Mr. Charles-Armand Turpin also convened not to exercise any warrants or options over which he exercises control, either directly or indirectly until the final approval of the Exchange.
A material change report in respect of this related party transaction 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 party in the Offering were not confirmed.
All securities issued pursuant to this Offering are subject to a restricted period of four months and a day.
The Corporation paid to Exempt Market Dealers acting as finders pursuant to the Offering (the “Finders”) in consideration for their services rendered in connection with the Offering, an aggregate cash commission of $49,373 and aggregate number of 193,180 Broker Options to purchase of up to 193,180 common shares in the capital stock of the Corporation, at a price of $0.35 per common share, within a delay of 24 months after the closing of the Offering.
The Corporation expects to be able to file shortly all required documentation to satisfy the conditional acceptance of the Exchange.
The securities issued under the Offering have not been registered under the United States Securities Act of 1933 (the “Act”) or any state securities laws and, accordingly, may not be offered or sold to, except in compliance with exemptions from the registration requirements of the Act and applicable state securities laws. This press release does not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws or an exemption from the application of such laws.
The Corporation announces that it has retained the services of Renmark Financial Communications Inc. for investor relations activities. In consideration of the services to be provided, the Corporation has agreed to pay a monthly retainer of $5,000 starting December 1st, 2016 to Renmark Financial Communications Inc. for a period of 6 months. Renmark Financial Communications Inc. does not have any interest, directly or indirectly, in the Corporation, or its securities, or any right or known intention to acquire such an interest.
About Nouveau Monde
Nouveau Monde owns the Matawinie’s Tony graphite deposit discovered by the company in 2015 on which a 43-101 Preliminary Economical Assessment was completed in June 2016 that demonstrated strong economics for the production of 50,000 tpy of high purity flake graphite for 25.7 years with solid a operational margin and relatively low capital expenditure (http://nouveaumonde.ca/matawinie-summary/). The project is located in the Saint-Michel-des-Saints area, some 130 km north of Montreal, Quebec, Canada with direct access to all needed infrastructure, labor and green and affordable hydroelectricity. Nouveau Monde is developing its project with the highest corporate social responsibility standards and the lowest environmental footprint (targeting a net zero carbon emission operation). Eric Desaulniers, M.Sc., P.Geo., a Qualified Person under NI 43-101 guidelines, has reviewed and is responsible for Nouveau Monde’s technical information presented in this news release.
The forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause Nouveau Monde actual results, performance and achievements to be materially different from the results, performance or achievements expressed or implied therein. Neither TSX Venture Exchange nor its Regulation Services. Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
For further information, please contact:
Éric Desaulniers, MSc, Géo
President and Chief Executive Officer of Nouveau Monde