GATINEAU, QUÉBEC–(Marketwired – Dec. 30, 2013) –
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES.
Nouveau Monde Mining Enterprises Inc. (“Nouveau Monde” or the “Corporation“) (TSX VENTURE:NOU) announces the closing of two non-brokered private placements (the “Private Placements“), the first one of a total of 1,150,000 units (the “Units“), at a price of $0.20 per Unit, for an aggregate proceeds of $230,000 (the “Units Offering“) and the second one of a total of 2,607,885 common shares issued as flow-through shares (the “Flow-Through Shares“), at a price of $0.26 per Flow-Through Share, for an aggregate proceeds of $678,050.10 (the “Flow-Through Shares Offering“). The Corporation intends to complete a second phase of the Units Offering at the latest on January 20, 2014.
Each Unit subscribed for under the Units Offering is comprised of one common share of the Corporation and one-half of one common share purchase warrant. Each whole common share purchase warrant shall entitle the holder thereof to subscribe for one common share of the Corporation, at a price of $0.26 per common share, for a period of 18 months following the closing of the Units Offering.
The proceeds of the Private Placements will be used by the Corporation for it working capital and to incur exploration expenses on its properties.
The Corporation retained the services of Canaccord Genuity Corp., Raymond James Ltd., Secutor Capital Management Corp., Richardson GMP Limited, James Edward Capital Corporation and Wolverton Securities Ltd., acting as finders pursuant to the Flow-Through Shares Offering (the “Finders“). In consideration for their services rendered in connection with the Flow-Through Shares Offering, the Finders received an aggregate cash commission of $46,360.80 and aggregate number of 178,311 Finder’s Warrants to purchase of up to 178,311 common shares in the capital stock of the Corporation, at a price of $16 per common share, within a delay of 18 months after the closing of the Flow-Through Offering.
Pursuant to the Private Placements, 60,000 Units and 50,000 Flow-Through Shares were issued in favour of Mr. Éric Desaulniers, 30,000 Units and 23,000 Flow-Through Shares were issued in favour of Mr. Jacques Letendre, 30,000 Units and 23,000 Flow-Through Shares were issued in favour of Mr. Ian Bliss and 30,000 Units and 23,000 Flow-Through Shares were issued in favour of Mr. Roderick M. Bryden, all being related parties to the Corporation within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions(the “Regulation 61-101“). Each of those issuances constitutes a “related party transaction” within the meaning of Regulation 61-101 and the TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, the directors of the Corporation 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 securities issued in favour of related parties nor the fair market value of the consideration paid for these securities 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 those related party transactions will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Private Placements due to the fact that the terms of the participation of each of the non-related parties and the related parties in the Private Placements were not confirmed.
All securities issued pursuant to the Private Placements are subject to a restricted period of four months and a day, ending on April 28, 2014, under applicable Canadian securities regulation. As a result of the Private Placements, the Corporation has 24,320,404 common shares issued and outstanding.
The Corporation expects to be able to file shortly all required documentation to satisfy the conditional acceptance of the TSX Venture Exchange pursuant to the Private Placements.
The securities issued under the Private Placements have not been registered under the United States SecuritiesAct of 1933(the “Act”) or any state securities laws and may not be offered or sold absent registration under the Act and applicable state securities laws or an applicable exemption from the registration requirements thereof. This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption there from.
About Nouveau Monde
Nouveau Monde is a mining exploration company holding a large portfolio of base and precious metals and industrial minerals in the province of Québec. Our business model is based on the generation of projects in new underexplored territories using the most advanced remote sensing and geophysical tools available in the industry. Our expertise with these modern tools allows us to save on exploration cost leading to much efficient area coverage to maximize discovery chances. Our company is looking to develop its prospects in partnership with the objectives to expose our shareholders to a multitude of possibilities to hit that game changing deposits. This leverage transforms every dollar spent by Nouveau Monde in many dollars of exploration on our properties.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemptions. No public offering of securities is being made in the United States.
The statements herein that are not historical facts are forward?looking statements. These statements address future events and conditions and so involve inherent risks and uncertainties. Actual results could differ from those currently projected. The Corporation does not assume the obligation to update any forward?looking statement.
Eric Desaulniers, MSc, Geo
President and Chief Executive Officer of Nouveau Monde