Source: Nouveau Monde. Original content: here

• Framework agreement between NMG, Panasonic Energy and Mitsui for the development and further commercialization of NMG’s integrated anode material operations in Québec, Canada
• Signed memorandum of understanding to confirm intentions for a multi-year offtake agreement between NMG and Panasonic Energy for a significant portion of NMG’s active anode material out of NMG’s fully integrated “ore-to-anode-material” facilities
• A total investment of US$50 million from Mitsui, Pallinghurst and Investissement Québec will support the next operational milestones for the project financing activities on both the Matawinie Mine and the Bécancour Battery Material Plant
• Shareholders and analysts are invited to attend an Investor Briefing on Thursday, October 20 at 10:30 a.m. ET hosted by NMG’s Management Team via webcast: https://us06web.zoom.us/webinar/register/WN_LxVC2YirS8izfF7UIneVzg

MONTRÉAL, CANADA, October 20, 2021 – Nouveau Monde Graphite Inc. (“NMG” or the “Company”), Mitsui & Co., LTD (“Mitsui”) (TYO: 8031) and Panasonic Energy Co., Ltd. (“Panasonic Energy”), a wholly owned subsidiary of Panasonic Holdings Corporation (“Panasonic”) (TYO: 6752), have entered into a Framework Agreement establishing the terms of the commercial relationship between the parties to enable the next development steps of NMG’s ore-to-battery-market integrated graphite project in Québec, Canada. NMG will use the proceeds of the abovementioned investment to work in the upcoming months on optimizing the feasibility study on NMG’s Phase-2 Commercial integrated operations, which is available on SEDAR and EDGAR, based on the memorandum of understanding for the contemplated offtake agreement.

Kazuo Tadanobu, President & CEO of Panasonic Energy, commented:

“We are very pleased to be participating in this strategic partnership with NMG, which will allow us to explore the possibility of establishing an environmentally friendly supply chain in North America through a completely new integrated anode production in Canada. As a manufacturer of EV lithium-ion batteries with the largest share of the North American market, given our leading technology and depth of experience, we aim to continue driving the growth of the industry and accelerating toward a decarbonized society.”

Hiroshi Kakiuchi, Managing Officer of Mitsui, added:

“We are very excited to be working with NMG and participating in their mission to establish a stable lithium-ion battery supply chain for electric vehicles in North America and contribute to the realization of a low-carbon society. In particular, we are inspired by Eric Desaulniers’ vision to take on the unprecedented challenge of establishing the whole process of anode material production, from mining to manufacturing, which is to be completed in North America in an environmentally friendly way.” 

Arne H Frandsen, Chair of NMG, said:

“NMG is committed to delivering the highest quality anode material, exclusively mined and produced in North America. The partnership with Panasonic Energy and Mitsui – two blue-chip leaders of the industry – should further secure our leading position in the battery materials space. More than ever, we will continue to vigorously increase our relevance in the North American market, benefitting from U.S. and Canadian legislation supporting locally produced batteries.”

Eric Desaulniers, Founder, President, and CEO of NMG, reacted:

“I am delighted to embark on this transformative partnership with experienced and industry-leading partners Mitsui and Panasonic Energy. It is set to provide NMG with a solid commercial foundation for deploying our Phase-2 Commercial operations. Their participation is a testament to our sound business model and a lever at this pivotal time to advance our business plan towards establishing what is projected to become North America’s largest fully integrated natural graphite production.”

Andrew Willis, Co-Chief Executive of The Pallinghurst Group, remarked:

“We are proud at Pallinghurst to have worked with NMG in reaching this critical milestone. The Company’s commercial model and strong ESG credentials are extremely attractive; we are reiterating our confidence by reinvesting in NMG’s growth. We are excited for the next chapter as NMG positions itself as a preferred integrated graphite supplier for the Western battery and EV market.”

Guy Leblanc, CEO of Investissement Québec, noted:

“This investment reflects our commitment to establishing Québec as a leading North American hub for lithium-ion batteries. Nouveau Monde Graphite is clearly a key player in this sector and will contribute enormously to the province’s energy transition. Investissement Québec is proud to have supported them in their growth from the outset and in this new phase of their development.”

Memorandum of Understanding on Offtake Agreement

The strategic transaction comprises a non-binding memorandum of understanding on an offtake by Panasonic Energy of a significant portion of NMG’s green active anode material out of the Company’s integrated Phase-2 Commercial production facilities over a multi-year term. While there can be no assurance that a final offtake agreement with Panasonic Energy will be completed, NMG and Panasonic Energy will work together in the upcoming months to establish a definitive offtake agreement.

Convertible Notes

NMG is also pleased to announce that it has entered into unsecured convertible note subscription agreements with each of Mitsui, Pallinghurst and Investissement Québec pursuant to which NMG has agreed to issue to each holder an unsecured convertible note (the “Convertible Notes”), for aggregate gross proceeds of US$50 million (the “Private Placement”). In connection with the Private Placement, Mitsui will subscribe for US$25 million in Convertible Notes, while Pallinghurst and Investissement Québec will each subscribe for US$12.5 million.

The Convertible Notes will mature 36 months from the date of issuance (the “Maturity Date”) and shall bear interest at the higher of 6% per annum and the 90-day average term SOFR (secured overnight financing rate) plus 4% per annum. Interest will be payable either quarterly in cash on the last business day of each quarter commencing on December 31, 2022, or NMG may elect to capitalize interest and settle in fully paid common shares of NMG (“Common Shares”), subject to TSX Venture Exchange (the “Exchange”) approvals. Should NMG elect to settle interest in Common Shares, settlement will be at market price (as defined in the Exchange policies) determined at the quarter end on which such interest became payable.

All or a portion of the principal amount of the Convertible Notes will be convertible at the election of the holder thereof into units of NMG (a “Convertible Note Unit”) at a price of US$5.00 per Convertible Note Unit at any time until the Maturity Date. Each Convertible Note Unit will be comprised of one (1) Common Share and one (1) common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of US$5.70 per Common Share for a period of 24 months from the date of issuance thereof.

The Convertible Notes (and the Common Shares and Warrants issuable upon conversion of the Convertible Notes, if issued before that period) are subject to a hold period of 4 months and one day in accordance with relevant regulatory and stock exchange policies.

Closing of the Convertible Notes transaction is expected to occur on or about November 9, 2022, and is subject to certain customary closing conditions, including obtaining final regulatory approvals.

Letter Agreements and Investment Agreements

Pursuant to Letter Agreements and/or Investment Agreements, Pallinghurst, Mitsui and Investissement Québec will be granted certain rights relating to each party’s investment in NMG. These include certain nomination and anti-dilution rights, and, for Pallinghurst and Mitsui, certain marketing rights for future sales of NMG’s active anode material.

Framework Agreement

As part of the transaction, a Framework Agreement was signed by NMG, Mitsui and Panasonic Energy that defines the role and responsibilities of the parties in the coming months, including optimization of the feasibility study and other important project-related operational milestones. NMG plans to use the proceeds from the investment to support the finalization of the design, operation, marketing, and corporate parameters of the Phase-2 Matawinie Mine and Bécancour Battery Material Plant. The intention is to proceed with project financing and the final investment decision (“FID”) on both the Matawinie Mine and Bécancour Battery Material Plant once that optimization phase is completed and all operational variables are well understood. Based on information available today, NMG anticipates a 28-month construction period following FID to bring its operations to commercial production. The Framework Agreement and the Side Letter Agreements/Investment Agreements shall become effective at closing.

Related Party Disclosure

Investissement Québec and Pallinghurst are insiders of the Company and their participation in the Private Placement and the Investment Agreements and the Letter Agreement constitutes a “related party transaction” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (the “Regulation 61-101”) and the TSX Venture Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions. However, upon receiving confirmation from management of the Corporation and legal counsel 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 Company’s market capitalization, the directors of the Company who had the right to vote have unanimously supported the issuance of the Convertible Notes and the signature of the Investment Agreements and the Letter Agreement.

A material change report in respect of those related party transactions will be filed by the Company but could not be filed earlier than 21 days prior to the closing of the Private Placement due to the fact that the Private Placement was conditional to the signatures of all the abovementioned agreements and that this abbreviated period is reasonable and necessary in the circumstances as the Company wishes to complete these transactions in a timely manner.

NMG’s Active Anode Material

The offtake and strategic partnership covers NMG’s fully integrated operations with a special interest in the Company’s anode active material which has demonstrated industry-leading environmental footprint in a recent life cycle assessment. NMG’s planned all-electric operations powered by renewable energy combined with clean processing technologies are set to generate advanced materials with an exceptionally low climate change impact, in line with global decarbonization efforts.

Complementary Information

NMG shareholders and analysts are invited to attend a webcast Investor Briefing on Thursday, October 20, 2022, at 10:30 a.m. ET. Hosted by President and CEO Eric Desaulniers with the participation of NMG’s Management Team, the briefing will entail a technical presentation followed by a question-and-answer session. Registration should be completed prior to the start of the briefing at: https://us06web.zoom.us/webinar/register/WN_LxVC2YirS8izfF7UIneVzg.

An interview with Eric Desaulniers shot at NMG’s Phase-1 plant is also available for viewing here: https://youtu.be/5SVPI4mQLMA. Members of the media may download high-resolution files at https://we.tl/t-TNJhUOdR6D and make additional interview or information requests via Julie Paquet, Vice President, Communications & ESG Strategy at NMG.