Nouveau Monde Announces Second Closing of Private Placements for a Proceed of $1,064,551
GATINEAU, QUÉBEC--(Marketwired - Aug. 13, 2015) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES.
Nouveau Monde Mining Enterprises Inc. ("Nouveau Monde" or the "Corporation") (TSX VENTURE:NOU)(OTC PINK:NMGRF)(FRANKFURT:NM9) announces the closing of two non-brokered private placements, the first one of a total of 3,897,004 units, at a price of $0.15 per Unit, for an aggregate proceeds of $ 584,551 and the second one of a total of 2,400,000 common shares issued as flow-through shares, at a price of $0.20 per Flow-Through Share, for an aggregate proceeds of $ 480,000. The Corporation intends to complete a third and final tranche for both private placements before the end of August. Total proceed raised so far in both tranches is totalling $1,414,851.
Each unit 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 capital stock of the Corporation, at a price of $0.20 per common share, for a period of 36 months following the closing.
The proceeds of the offering will be used by Nouveau Monde for its working capital and to incur exploration expenses on the Matawinie property leading to a NI43-101 resource calculation. A registered Exempt Market Dealer in Canada received a cash payment of 34,650$ and 21,000 broker warrants to purchase up to 21,000 common shares in the capital stock of the Corporation, at a price of $0.15 per common share, within a delay of 24 months after the closing and 157,500 broker warrants to purchase up to 157,500 common shares in the capital stock of the Corporation, at a price of $0.20 per common share, within a delay of 24 months after the closing. All securities issued under the second tranche of the financing are subject to a restricted period of four months and a day, ending on December 14th, 2015 under applicable Canadian securities legislation. As a result of the second tranche of the financing, the Corporation will have 43,587,244 common shares issued and outstanding.
The Corporation expects to be able to file shortly all required documentation to satisfy the conditional acceptance of the TSX Venture Exchange pursuant to the offerings.
The securities issued under the first tranche of the Units Offering have not been registered under the United States Securities Act of 1933 (the "Act") or any state securities laws and may not be offered or sold absent registration under the Act and applicable state securities laws or an applicable exemption from the registration requirements thereof. This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction or an exemption there from.
Amendment to Warrants
The Corporation announces that it has filed an application with the TSX Venture Exchange to extend the term of certain share purchase warrants of the Corporation (the "Amendment to the Warrants").
An aggregate of 3,125,000 share purchase warrants were issued on September 12, 2014 pursuant to a Corporation's private placement, each of which initially entitled the warrant holder to purchase one common share in the capital of the Corporation at a price of $0.30 until September 11, 2015.
The board of directors of the Corporation has approved the Amendment to the Warrants to extend their expiry date to September 11, 2017. The Amendment to the Warrants will give more time to the Corporation's current investors to exercise their convertible securities and provide the Corporation with additional cash flow given the fact that the market conditions did not allow such opportunities during the initial period. The Amendment to the Warrants is subject to the approval of the TSXV.
In certain cases, the Amendment to the Warrants constitutes a "related party transaction" 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 as an aggregate of 50,000 Warrants (1.6%) are held by management of the Corporation. However, the directors of the Corporation who voted in favour of the Amendment to the Warrants 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 50,000 Warrants nor the fair market value of the consideration paid for such 50,000 Warrants exceeds 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 this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the Amendment to the Warrants due to the uncertainty of near-term market conditions.
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. The company is now focusing on the development of its first major discovery on the Matawinie graphite project.
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 Act, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption. 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.
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.
Contact
Eric Desaulniers, MSc, Geo
President and Chief Executive Officer of Nouveau Monde
(819) 923-0333