NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN THE UNITED STATES.
Symbol: NOU (TSX Venture), OTC Pink: NMGRF, Frankfurt: NM9
FOR IMMEDIATE RELEASE
February 7th, 2017
MONTREAL, QUEBEC –Nouveau Monde Mining Enterprises Inc. (TSX-V: NOU) (“Nouveau Monde” or the “Corporation”) is pleased to report that the proposed name change of the Corporation to “Nouveau Monde Graphite Inc” as well as the nomination of six new candidates for directorship, namely; Guy Bourassa, Pierre Renaud, Michel Delsaer, Marc Prud’homme, Jean-Philippe Aubé, and Yannick Beaulieu, were approved during the Corporation’s Annual General and Special Meeting (the “Meeting”) held on February 6th, 2017 (for more details, see press release dated January 18th, 2017). Eric Desaulniers remains a Director as well as President and CEO of the Corporation and Nathalie Jodoin’s mandate as a Director was also renewed.
Nouveau Monde would like to express its sincere thanks and appreciation to former Board members and Directors Jacques Letendre and Ian Bliss for their hard work and commitment during their many years of services to the Corporation. Nouveau Monde would also like to extend its thanks to former Board member and Director Nicolas Tremblay, who remains with the Corporation as VP Corporate Development. Moreover, a new rolling stock option plan was adopted by the shareholders during the Meeting.
Closing of a private placement of $1,142,960
Nouveau Monde is pleased to announce that it has closed a non‑brokered private placement of a total of 4,969,391 units (the “Units”), at a price of $0.23 per Unit, for aggregate gross proceeds of $1,142,960 (the “Offering”). 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 President and Chief Executive Officer, and three directors of the Corporation have subscribed in the Offering as follow: 250,000 Units were subscribed by Mr. Éric Desaulniers, 100,000 Units were subscribed by Mr. Yannick Beaulieu, 100,000 Units were subscribed by Mr. Michel Delsaer and 50,000 Units were subscribed by Mr. Jean-Philippe Aubé, 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 Units issued to Mr. Desaulniers, Mr. Beaulieu, Mr. Delsaer and Mr. Aubé 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.
A material change report in respect of these related parties transactions 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 parties in the Offering were not confirmed.
All securities issued pursuant to the Offering are subject to a restricted period of four months and a day expiring on 8th June, 2017.
The Corporation paid to Exempt Market Dealers and/or brokers 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 $ 6,003 and an aggregate number of Broker Options to purchase up to 26,100 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 Offering remains subject to the final approval of the TSX Venture Exchange. The Corporation expects to be able to file shortly all required documentation to satisfy the conditional acceptance of the TSX Venture 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.
About Nouveau Monde
In 2015, Nouveau Monde discovered a graphite deposit on its Tony claim block, part of its fully owned Matawinie graphite Property. This discovery resulted in the publishing of a Preliminary Economic Assessment, completed according to NI 43-101 guidelines, in June of 2016. This study demonstrated strong economics with a planned production of 50,000 tpy of high purity flake graphite over a period of 25.7 years which is expected to provide a solid operational margin and relatively low capital expenditures (see press release dated June 22, 2016). The project is located in the Saint-Michel-des-Saints area, some 120 km north of Montreal, Quebec, Canada. It has direct access to all needed infrastructure, labour as well as green and affordable hydroelectricity. Nouveau Monde is developing its project with the highest corporate social responsibility standards while targeting a low environmental footprint (targeting a net zero carbon emission operation).
For further information, please contact:
Eric Desaulniers, M.Sc., P.Geo.
President and Chief Executive Officer of Nouveau Monde
Neither the 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 release.
Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those anticipated by such statements. Nouveau Monde will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities