GATINEAU, QUÉBEC–(Marketwired – Sept. 11, 2013) –
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES.
Nouveau Monde Mining Enterprises Inc. (TSX VENTURE:NOU)(“Nouveau Monde” or the “Corporation“) announces the closing of two non-brokered private placements (the “Private Placements“), the first one of a total of 1,550,680 units (the “Units“), at a price of $0.17 per Unit, for an aggregate proceeds of $263,616 (the “Units Offering“) and the second one of a total of 241,499 common shares issued as flow-through shares, at a price of $0.24 per flow-through share, for an aggregate proceeds of $57,960.
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 $0.25, 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.
Pursuant to the Private Placements, 100,000 Units were issued in favour of Ms. Julie Boileau, 29,412 Units were issued in favour of Mr. Richard Provencher, 32,353 Units were issued in favour of Corporation financière SKTM Ltée. and 20,833 flow-through shares were issued in favour of Mr. Alain Tremblay, 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 January 11, 2014, under applicable Canadian securities regulation. As a result of the Private Placements, the Corporation has 20,562,519 common shares issued and outstanding.
Appointment of a New Director
The Corporation announces the nomination of Mr. Ian Bliss to its board of directors. Mr. Bliss has over 20 years experience in the mineral exploration industry having studied geology at the University of New Brunswick. Mr. Bliss currently serves has President and Chief Executive Officer of Northern Shield Resources Inc. based in Ottawa since its inception in 1999. From 1995 to 2000, Mr. Bliss was an independent consulting geologist, responsible for exploration projects for NunaMinerals A/S in Nuuk, Greenland and for Crew Development Corporation in Norway. Mr. Bliss is known for its ability to generate high quality projects in some of the most remote and rugged terrain using a model driven approach.
Grant of Options
The Corporation announces the grant of 450,000 options to certain directors and consultants of the Corporation. Each option shall entitle its holder thereof to subscribe for one common share of the Corporation, at a price of $0.25 per common share, for a period of five years from the date of grant. These options will vest one quarter by period of three months until September 10, 2014. These options were granted in accordance with the terms of the current stock option plan of the Corporation.
The Corporation also announces the signature of an Investor Relations Services Agreement with the corporation Relations Publiques Paradox Inc. (“Paradox“). Pursuant to the agreement reached between the parties, Paradox will focus on developing and expanding Nouveau Monde’s communications with the investment community through a comprehensive investor relations program. Paradox provides investor relations services to businesses in multiple industries for about twelve years. Services to be provided to Nouveau Monde will include: marketing to the investment community, use of Paradox’s proprietary database and contacts, organizing meetings and presentations on behalf of the Corporation, and providing an e-mail service and incoming call service.
The agreement has a term of 24 months from the date of its signature and may be cancelled without charge by either party after the first six months of its signature by giving 30 days notice in writing.
In consideration for its services, Paradox will receive a monthly fee of $6,500, plus applicable taxes. Paradox will also be entitled to the reimbursement of certain expenses engaged in connection with the services provided to Nouveau Monde, the whole subject to the prior approval of the Corporation.
Upon the signature of the agreement, 350,000 options were granted to Paradox. Each option shall entitle Paradox to subscribe for one common share of the Corporation, at a price of $0.25 per common share, for a period of five years from the date of grant. These options will vest one quarter by period of three months until September 10, 2014.
The agreement, the payment of the fee and the grant of the options as described above remain subject to the approval of the TSX Venture Exchange.
The directors of Paradox are Messrs. Jean-François Meilleur, also President, Carl Desjardins and Karl Mansour. The corporation 9244-2946 Québec inc., itself controlled by Gestion Jean-François Meilleur inc., Gestion Carl Desjardins inc. and Gestion Karl Mansour inc., is the majority shareholder of Paradox. Messrs. Jean-François Meilleur, Carl Desjardins and Karl Mansour will be the persons who will provide services to Nouveau Monde. The offices of Paradox are located at 1178 Place Phillips, Suite 250, Montréal, Québec.
There is no prior relationship between Paradox and Nouveau Monde, nor is there any direct or indirect interest in the Corporation or its securities or any right or intent to acquire such an interest on the part of Paradox, except for the aforementioned options as well as for its directors Messrs. Meilleur, Desjardins and Mansour who collectively hold 300,000 common shares and 150,000 common share purchase warrants of Nouveau Monde.
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