Nouveau Monde Graphite Inc 6-K, filed Jul 2, 2021
Nouveau Monde Graphite Inc. (NMG)
About this 6-K
Nouveau Monde Graphite Inc filed this 6-K on July 2, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
or 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2021.
Commission File Number 001-40416
| NOUVEAU MONDE GRAPHITE INC. |
| (Translation of registrant’s name into English) |
|
331 rue Brassard Saint-Michel-des-Saints, Quebec Canada J0K 3B0 |
| (Address of principal executive office) |
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F
| Form 20-F | ¨ | Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 of this Form 6-K are incorporated by reference as additional exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-256340).
DOCUMENTS TO BE FILED AS PART OF THIS FORM 6-K
| 99.1 | Material Change Report dated June 28, 2021 |
| 99.2 | Material Change Report dated June 28, 2021 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NOUVEAU MONDE GRAPHITE INC. | ||
| Date: July 1, 2021 | /s/ David Torralbo | |
| Name: | David Torralbo | |
| Title: | Chief Legal Officer and Corporate Secretary | |
Exhibit 99.1
SCHEDULE 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of the Corporation |
NOUVEAU MONDE GRAPHITE INC. (the “Corporation”)
331 Rue Brassard
Saint-Michel-des-Saints QC, J0K 3B0
| 2. | Date of Material Change |
June 18, 2021
| 3. | News Release |
A news release, in French and English versions, was issued on June 18, 2021 through Globe Newswire and filed on SEDAR.
| 4. | Summary of Material Change |
The Corporation announced pricing of US$52,500,000 public offering of common shares in the United States and Canada.
| 5. | Full Description of Material Change |
The Corporation announced the pricing of a previously announced underwritten public offering (the “Offering”) of 7,000,000 common shares of the Corporation (the “Common Shares”) at a price per Common Share of US$7.50 (the “Offering Price”) for aggregate gross proceeds of US$52,500,000. The Corporation granted the underwriters a 30-day option to purchase up to an additional 1,050,000 Common Shares at the Offering Price. The Offering was expected to close on Wednesday, June 23, 2021, subject to customary closing conditions.
Evercore ISI and BMO Capital Markets acted as joint book-running managers for the Offering. B. Riley Securities and Stifel GMP also acted as joint book-running managers. Roth Capital Partners acted as co-manager for the Offering.
One of the Corporation’s current shareholders, Pallinghurst Graphite International Limited, indicated that it and one of its investors collectively intended to purchase 706,666 Common Shares in the Offering for aggregate gross proceeds to the Corporation of approximately US$5,300,000. Further, shortly following the closing of the Offering and after preliminary discussions with one of its other current shareholders, the Corporation announced that it planned to complete a non-brokered private placement of Common Shares for aggregate gross proceeds of up to US$13,125,000, at a price per Common Share which will not be less than the Offering Price (the “Private Placement”). Moreover, the shareholder participating in the Private Placement will have the option to purchase such number of additional Common Shares as is equal to 15% of the initial number of Common Shares under the Private Placement in the event of the full exercise of the Over-Allotment Option under the Offering (or such lesser number of Common Shares as is proportionate to any lesser exercise of the Over-Allotment Option). The Private Placement will be made pursuant to an exemption from Canadian prospectus requirements and the Common Shares issued thereto will be subject to restrictions on resale for a period of four months and one day from the closing of the Private Placement under applicable Canadian securities legislation. Closing of the Private Placement and of the Offering are not conditional upon each other.
The Corporation expects the net proceeds of the Offering and the Private Placement to be used towards the development of the Matawinie mine project and LiB anode plant project and for general working capital and corporate expense needs.
In connection with the Offering, the Corporation announced that it had filed a preliminary prospectus supplement and that it will file a final prospectus supplement to the Corporation’s existing base shelf prospectus filed in Canada and the Corporation's United States registration statement on Form F-10 filed with the U.S. Securities and Exchange Commission under the U.S.-Canada multijurisdictional disclosure system (MJDS). The Corporation further announced that the Offering was being made in the United States and in each of the provinces of Canada.
| 6. | Reliance on subsection 7.1(2) of Regulation 51-102 |
Not applicable.
| 7. | Omitted Information |
Not applicable.
| 8. | Executive Officer |
For all additional information, please contact:
Mr. David Torralbo
Chief Legal Officer and Corporate Secretary
Telephone: (450) 757-8905 #405
| 9. | Date of Report |
June 28, 2021
Exhibit 99.2
SCHEDULE 51-102F3
Material Change Report
| 1. | Name and Address of the Corporation |
NOUVEAU
MONDE GRAPHITE INC. (the “Corporation”)
331 Rue Brassard
Saint-Michel-des-Saints QC, J0K 3B0
| 2. | Date of Material Change |
June 23, 2021
| 3. | News Release |
A news release, in French and English versions, was issued on June 23, 2021 through Globe Newswire and filed on SEDAR.
| 4. | Summary of Material Change |
The Corporation announced that one of its current shareholders, an insider of the Corporation, purchased common shares of the Corporation (the “Common Shares”) under an underwritten public offering of 7,915,000 Common Shares, which includes the partial exercise by the underwriters of their option to purchase additional Common Shares, at a price per Common Share of US$7.50 (the “Offering Price”), for aggregate gross proceeds of US$59,362,500 (the “Offering”).
| 5. | Full Description of Material Change |
The Corporation announced that one of its current shareholders, Pallinghurst Graphite International Limited (“Pallinghurst”), an insider of the Corporation, through its subsidiary Pallinghurst Graphite Limited, together with one of its investors, collectively purchased 706,666 Common Shares under the Offering, at the Offering Price, for aggregate gross proceeds to the Corporation of approximately US$5,300,000 (the “Transaction”). The Transaction constituted a “related party transaction” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”).
This material change report and the information below is provided in accordance with Section 5.2 of Regulation 61-101. The Corporation filed a material change report on SEDAR on June 28, 2021 with respect to the pricing and the size of the Offering, as announced on June 18, 2021.
| (a) | Description of the Transaction and its material terms |
One of the Corporation’s current shareholders, Pallinghurst, through its subsidiary Pallinghurst Graphite Limited, together with one of its investors, collectively purchased 706,666 Common Shares in the Offering for aggregate gross proceeds to the Corporation of approximately US$5,300,000.
| (b) | Purpose and business reasons for the Transaction |
The Corporation expects the net proceeds of the Offering (which includes the net proceeds of the Transaction) to be used towards the development of the Matawinie mine project and LiB anode plant project and for general working capital and corporate expense needs.
| (c) | Anticipated effect of the Transaction on the Corporation's business and affairs |
The completion of the Offering will provide the Corporation with funds for the development of the Matawinie mine project and LiB anode plant project and for general working capital and corporate expense needs.
| (d) | Description of |
| (i) | The interest in the Transaction of every interested party and of the related parties and associated entities of the interested parties |
Pallinghurst Graphite International Limited, an insider of the Corporation, through its subsidiary Pallinghurst Graphite Limited, together with one of its investors, collectively purchased 706,666 Common Shares in the Offering.
| (ii) | The anticipated effect of the Transaction on the percentage of securities of the Corporation, or of an affiliated entity of the Corporation, beneficially owned or controlled by each person referred to in subparagraph (i) for which there would be a material change in that percentage |
Following completion of the Offering, Pallinghurst is the beneficial owner of a total 5,695,543 Common Shares representing 12.65% of the issued and outstanding Common Shares. Assuming the conversion in whole of its secured convertible bond, Pallinghurst would beneficially own 13,195,543 Common Shares representing 25.12% of the issued and outstanding Common Shares.
| (e) | Unless this information will be included in another disclosure document for the Transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the Corporation for the Transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee |
A resolution of the directors of the Corporation was passed on June 24, 2021 approving the Transaction. No special committee was established in connection with the Transaction, and no materially contrary view or abstention was expressed or made by any director of the Corporation.
| (f) | A summary, in accordance with section 6.5, of the formal valuation, if any, obtained for the Transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the Transaction |
Not applicable.
| (g) | Disclosure, in accordance with section 6.8, of every prior valuation in respect of the Corporation that relates to the subject matter of or is otherwise relevant to the Transaction |
| (i) | that has been made in the 24 months before the date of the material change report |
Not applicable.
| (ii) | the existence of which is known, after reasonable inquiry, to the Corporation or to any director or senior officer of the Corporation |
Not applicable.
| (h) | General nature and material terms of any agreement entered into by the Corporation, or a related party of the Corporation, with an interested party or a joint actor with an interested party, in connection with the Transaction |
Other than the underwriting agreement with the underwriters, the Corporation did not enter into any agreement with an interested party or a joint actor with an interested party in connection with the Offering or/and the Transaction. To the Corporation’s knowledge, no related party to the Corporation entered into any agreement with an interested party or a joint actor with an interested party, in connection with the Offering or/and the Transaction.
| (i) | Disclosure of the formal valuation and minority approval exemptions, if any, on which the Corporation is relying under sections 5.5 and 5.7, respectively, and the facts supporting reliance on the exemptions |
The Transaction constituted a “related party transaction” within the meaning of Regulation 61-101. The Corporation is relying on the exemptions from valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of Regulation 61-101, as neither the fair market value of the Common Shares issued to such insider under the Offering nor the fair market value of the consideration paid exceed 25% of the Corporation's market capitalization, as determined in accordance with Regulation 61-101. The Corporation did not file a material change report in respect of the Transaction at least 21 days before the closing of the Offering, which the Corporation deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
| 6. | Reliance on subsection 7.1(2) of Regulation 51-102 |
Not applicable.
| 7. | Omitted Information |
Not applicable.
| 8. | Executive Officer |
For all additional information, please contact:
Mr. David Torralbo
Chief Legal Officer and Corporate Secretary
Telephone: (450) 757-8905 #405
| 9. | Date of Report |
June 28, 2021