Pallinghurst Transfers Warrants of Nouveau Monde Graphite Inc.
GUERNSEY, Channel Islands, Feb. 1, 2021 /CNW/ - This news release is issued by Pallinghurst Graphite International Limited ("Pallinghurst") pursuant to the early warning requirements of Canada's National Instrument 62-104 and National Instrument 62-103 with respect to the common shares and warrants of Nouveau Monde Graphite Inc. (the "Issuer").
On 29 January 2021, Pallinghurst transferred 75,000,000 warrants to acquire common shares of the Issuer ("Warrants") to shareholders of Pallinghurst such that it owns nil Warrants following the transfer. Pallinghurst continues to own 54,729,316 common shares of the Issuer through a subsidiary and 766,351 common shares directly, representing in the aggregate, approximately 19.3% of the class of common shares (on a non-diluted basis) immediately following the transaction, and a convertible bond in a principal amount of C$15,000,000. The conversion price of the convertible bond is C$0.20 per common share meaning that if fully converted, Pallinghurst would acquire 75,000,000 common shares of the Issuer. If the convertible bond was converted in full immediately following the transaction, Pallinghurst would then beneficially own 130,495,667 common shares of the Issuer representing 36% of the then outstanding common shares (on a partially diluted basis).
The Issuer and Pallinghurst are also parties to an Amended and Restated Investment Agreement dated August 28, 2020 (the "AR Investment Agreement"). Under the AR Investment Agreement, Pallinghurst has been granted anti-dilution rights in respect of subsequent equity offerings and subsequent issuances of securities by the Issuer in order to maintain, after such transactions, the same pro rata ownership interest (on a partially-diluted basis) that it had in the common shares before such transaction, which right will continue for one year. Pallinghurst has also agreed that it will not sell any common shares until August 28, 2021, but subject to customary exceptions.
In accordance with applicable securities laws and subject to the terms of the AR Investment Agreement, Pallinghurst may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Issuer in the open market or otherwise, and reserves the right to dispose of any or all of its Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Issuer and other relevant factors.
SOURCE Pallinghurst Graphite Limited
For further information: and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with these transactions, please go to the Issuer's profile on the SEDAR website (www.sedar.com) or contact Arne H. Frandsen at +44 1481 740 520. Pallinghurst has its registered office at 2nd Floor, 23-25 Le Pollet, St Peter Port, Guernsey, GY1 1WQ.
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