+ Panasonic Energy signs multiyear binding Offtake Agreement for
18,000 tonnes per annum of active anode material of NMG’s planned
Phase-2 integrated production, from ore to battery materials.
+ Offtake Agreement is complemented by US$25 million Tranche 1
Investment in NMG from Panasonic to support advancement of NMG’s
Phase-2 operations in line with specifications refined during
qualification process.
+ Panasonic intends to further finance together with potential
co-investors an amount valued at about US$150 million, subject to a
maximum ownership threshold agreed between the relevant parties, as
part of construction funding for NMG’s Phase-2 facilities,
following a positive final investment decision.
+ Tranche 1 Investment and Offtake Agreement support NMG’s
execution plan for its Phase-2 Matawinie Mine and Bécancour Battery
Material Plant enabling the establishment of a local,
carbon-neutral, reliable, sizeable, and ESG-driven source of
natural graphite.
+ Announcement coincides with parallel supply and investment
agreement with General Motors, also covering a significant portion
of NMG’s planned Phase-2 production.
+ Respective offtake agreements and investments mark a
significant milestone toward future funding of anchor customers of
up to US$275 million, subject to certain conditions.
+ Shareholders, analysts, and media are invited to attend an
Investor Briefing today at 10:30 a.m. ET hosted by NMG’s Management
Team via webcast.
Nouveau Monde Graphite Inc. (“NMG“ or the “Company”) (NYSE: NMG,
TSX.V: NOU) and Panasonic Energy Co., Ltd. (“Panasonic Energy”), a
wholly owned subsidiary of Panasonic Holdings Corporation
(“Panasonic”) (TYO: 6752), have entered into a binding offtake
agreement (the “Offtake Agreement”) pursuant to which NMG will
supply 18,000 tonnes per annum (“tpa”) of its planned Phase-2
active anode material production to Panasonic Energy for an initial
period of seven years. In addition to the Offtake Agreement, NMG
and Panasonic also entered into a subscription agreement (the
“Subscription Agreement”) for Panasonic to make an initial
US$25-million equity investment in NMG (the “Tranche 1 Investment”)
to support the advancement of NMG’s Phase-2 operations – the
Matawinie Mine and the Bécancour Battery Material Plant – in line
with Panasonic Energy’s specifications refined during the
qualification process and technical collaboration.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20240214190689/en/
Kazuo Tadanobu, President and CEO of
Panasonic Energy, and Eric Desaulniers, President, and CEO of NMG.
(Photo: Business Wire)
Arne H Frandsen, Chair of NMG, declared: “We have found in
Panasonic Energy more than a long-term tier-1 customer, we have
found a true partner who shares our vision for a decarbonized
future and a striving North American integrated battery industry.
This galvanizing offtake agreement, topped with a substantial
investment strategy, is set to propel NMG through the last few
steps before a final investment decision (“FID”). On behalf of the
Board of Directors, I congratulate NMG’s team on the dedication,
quality of work, technological optimization, and growth-oriented
commercial mindset they have brought to this engagement process.
The result is a successful partnership for years to come!”
Kazuo Tadanobu, President and CEO of Panasonic Energy, stated:
“We are thrilled about Panasonic Energy’s strategic investment in
NMG and the long-term offtake agreement, marking a significant
milestone in our medium-to-long-term management goals aimed at
strengthening the North American supply chain for EV batteries.
This initiative aligns with our vision for sustainability,
prioritizing locally sourced materials and leveraging NMG’s
impressive vertically integrated supply chain. The bilateral
partnership between Japan and Canada adds another layer of
significance to our investment, and Panasonic Energy takes pride in
contributing to the deepening ties and shared goals in advancing
battery supply chains together with NMG.”
Eric Desaulniers, Founder, President, and CEO of NMG, reacted:
“Youkoso–歓迎! We welcome Panasonic Energy as a shareholder in NMG
and are excited to partner with them to supply carbon-neutral
natural graphite extracted and transformed with the highest ESG
standards of the industry. Today marks a momentous milestone for
NMG, highlighting the progress made towards our Phase 2 and the
Company’s sound business plan of becoming North America’s largest
fully integrated active anode material producer to serve the
booming Western battery and electric vehicles (“EV”) market.”
With a confirmed multiyear sales commitment from Panasonic
Energy supplemented with the Tranche 1 Investment, and with the
parallel General Motors Co. (“GM”) transaction, NMG has the means
and technical parameters in hand to advance engineering of the
Company’s Phase-2 Bécancour Battery Material Plant. The Offtake
Agreement and the parallel GM transaction also provide greater
bankability visibility to NMG’s potential lenders, strategic
investors, and governments as part of the project financing linked
to a positive FID decision for the Company’s integrated Phase-2
Matawinie Mine and Bécancour Battery Material Plan. Lenders' input
was provided throughout discussions with Panasonic Energy to
facilitate successful financing at FID.
Offtake Agreement
The binding Offtake Agreement covers the supply of a committed
annual volume of 18,000 tonnes of active anode material by NMG to
Panasonic Energy for an initial seven-year term from the
commencement of the Company’s Phase-2 production. The sales price
will be based on an agreed upon price formula linked to future
prevailing market prices as well as a pricing mechanism to satisfy
project financing ratios and ensure stable procurement for
Panasonic Energy. The Offtake Agreement is subject to conditions
precedent which are standard for a project of this nature,
including among others, the successful start of commercial
operation and final product qualification. The Offtake Agreement
contains standard termination rights for an agreement of this
nature.
Through this Offtake Agreement, Panasonic Energy is set to
leverage NMG’s fully integrated North American production, carbon
neutrality profile, and proactive ESG practices for the
establishment of a reliable, local, and responsible battery
manufacturing value chain. The Company’s active anode material
complies with the U.S. Government’s Inflation Reduction Act battery
material sourcing requirements for EV subsidies.
Strategic Investment & Investor Rights Agreement
In connection with the Tranche 1 Investment, Panasonic has
agreed to subscribe for 12,500,000 common shares in the capital of
NMG (the “Common Shares”) and 12,500,000 common share purchase
warrants (the “Warrants”) for aggregate proceeds of US$25 million.
Such Warrants are generally exercisable in connection with the
Tranche 2 Investment at FID in accordance with their terms. Each
Warrant will entitle the holder thereof to acquire one Common Share
(a “Warrant Share”) at a price per Warrant Share equal to the lower
of (i) the amount in US$2.38 per Common Share and (ii) the amount
in US Dollars per Common Share equal to the closing price of the
Common Shares on the trading day immediately following the date on
which the Tranche 1 Investment is announced. The exercise of the
Warrants is subject to certain ownership limitations.
NMG will use the net proceeds from the Tranche 1 Investment for
the development of the Phase-2 Matawinie Mine and Bécancour Battery
Material Plant.
NMG will also enter into an investor rights agreement (the
“Investor Rights Agreement”) and registration rights agreement (the
“Registration Rights Agreement”) with Panasonic at the closing of
the Tranche 1 Investment. Pursuant to the Investor Rights
Agreement, the Panasonic securities will be subject to a “lock-up”
for a period of 18 months from the date of their investment. The
Investor Rights Agreement also provides Panasonic with certain
rights relating to its investment in NMG, including certain board
nomination and anti-dilution rights. Copies of the Subscription
Agreement, the Offtake Agreement, the Investor Rights Agreement and
the Registration Rights Agreement will be available on the
Company’s page on SEDAR+ at www.sedarplus.ca and on EDGAR at
www.sec.gov, and the summary of the such agreements contained
herein is qualified in its entirety by the reference to such
documents.
In addition, Panasonic will be subject to a standstill
limitation whereby it will not be able to increase their holdings
beyond 20% of the issued and outstanding NMG Common Shares for a
period of three years.
NMG’s Active Anode Material
Thanks to active technical engagement between the parties,
active anode material produced at NMG’s Phase-1 facilities has been
tested, enhanced, and integrated within Panasonic Energy’s battery
prototype production line. Detailed engineering for NMG’s Phase-2
facilities leverages this live technological data as well as
Panasonic Energy’s distinct specifications and quality
standards.
NMG’s active anode material has demonstrated industry-leading
environmental footprint in an ISO-compliant life cycle assessment
thanks to the Company’s planned all-electric operations powered by
renewable energy combined with clean processing technologies. NMG
has also been identified as “Industry Leading” in Benchmark Mineral
Intelligence’s natural graphite sustainability index, the only
producer to have been qualified in the category following a
comprehensive examination of ESG practices, transparency, and
engagement.
Decarbonization efforts, trade regulations, and recent
geopolitical developments reaffirm the importance of establishing
of a local, resilient, and ESG-compliant supply chain of graphite
to support battery and EV production. NMG is targeted to become the
largest natural graphite producer in North America, fully
integrated from ore to active anode material, and with demonstrated
sustainability performance.
Complementary Information
NMG has also announced having agreed to enter a multiyear
offtake agreement and a private placement with General Motors Co.
(NYSE: GM). Other strategic investors have also concurrently
committed to an investment of US$37.5 million in NMG via a private
placement. Additional information regarding such transactions is
available on the is available on the Company’s website, SEDAR+ at
www.sedarplus.ca and EDGAR at www.sec.gov.
Shareholders, analysts, and members of the media are invited to
attend a webcast Investor Briefing this morning, Thursday, February
15, 2024, 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_VmhZvajOQJ2yICWrk9ySzQ.
A brief interview with Eric Desaulniers on this announcement is
also available for viewing here: https://youtu.be/kRkK3pPbqn4.
Members of the media may download high-resolution files at
https://we.tl/t-t9Nwt9RiQR and make additional interview or
information requests to Julie Paquet, Vice President,
Communications & ESG Strategy at NMG.
Completion of the Tranche 1 Investment remains subject to
customary regulatory approvals, including approval of the TSX
Venture Exchange and NYSE, and other customary closing conditions.
Copies of the Subscription Agreement, the Offtake Agreement, the
Investor Rights Agreement and the Registration Rights Agreement
will be available on the Company’s page on SEDAR+ at
www.sedarplus.ca and on EDGAR at www.sec.gov.
About Nouveau Monde Graphite
Nouveau Monde Graphite is striving to become a key contributor
to the sustainable energy revolution. The Company is working
towards developing a fully integrated source of carbon-neutral
battery anode material in Québec, Canada, for the growing
lithium-ion and fuel cell markets. With enviable ESG standards, NMG
aspires to become a strategic supplier to the world’s leading
battery and automobile manufacturers, providing high-performing and
reliable advanced materials while promoting sustainability and
supply chain traceability. www.NMG.com
About Panasonic Energy
Panasonic Energy established in April 2022 as part of the
Panasonic Group's switch to an operating company system, provides
innovative battery technology-based products and solutions
globally. Through its automotive lithium-ion batteries, storage
battery systems and dry batteries, the company brings safe,
reliable, and convenient power to a broad range of business areas,
from mobility and social infrastructure to medical and consumer
products. Panasonic Energy is committed to contributing to a
society that realizes happiness and environmental sustainability,
and through its business activities the company aims to address
societal issues while taking the lead on environmental initiatives.
For more details, please visit www.Panasonic.com/global/energy
Subscribe to our news feed: https://bit.ly/3UDrY3X
Cautionary Note
All statements, other than statements of historical fact,
contained in this press release including, but not limited to those
describing the closing of the Tranche 1 Investment, a positive
final investment decision and closing of project financing, the
closing of the potential total equity investments of US$275 million
from General Motors Co. and Panasonic Holdings and its
co-investors, the intended Tranche 2 investment by Panasonic and
its co-investors, the Company’s projection of becoming North
America’s largest fully integrated active anode material producer,
the anticipated benefits of the transactions described herein, the
satisfaction of the conditions to closing the transactions and the
timing thereof, receipt of any regulatory approvals in respect of
the transaction, the intended use of proceeds from the transaction,
anticipated benefits to Panasonic in connection with the
transaction, the Company’s relationship with its stakeholders,
including First Nations and communities, the positive impact of the
foregoing on project economics and shareholder value, the
realization of the condition precedents of the Supply Agreement and
its entry into force, the intended supply of active anode material
to Panasonic Energy, the Company’s planned all-electric operations,
fulfillment of the closing conditions and completion of the Tranche
1 Investment, the intended production of eco-friendly advanced
materials, trends in legislation, consumer preferences, industry
standards and markets, the intended results of the initiatives
described in this press release, and those statements which are
discussed under the “About Nouveau Monde” paragraph and elsewhere
in the press release which essentially describe the Company’s
outlook and objectives, constitute “forward-looking information” or
“forward-looking statements” (collectively, “forward-looking
statements”) within the meaning of Canadian and United States
securities laws, and are based on expectations, estimates and
projections as of the time of this press release. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Company as of
the time of such statements, are inherently subject to significant
business, economic and competitive uncertainties and contingencies.
These estimates and assumptions may prove to be incorrect.
Moreover, these forward-looking statements were based upon various
underlying factors and assumptions, including the current
technological trends, the business relationship between the Company
and its stakeholders, the ability to operate in a safe and
effective manner, the timely delivery and installation at estimated
prices of the equipment supporting the production, assumed sale
prices for graphite concentrate, the accuracy of any Mineral
Resource estimates, future currency exchange rates and interest
rates, political and regulatory stability, prices of commodity and
production costs, the receipt of governmental, regulatory and third
party approvals, licenses and permits on favorable terms, sustained
labor stability, stability in financial and capital markets,
availability of equipment and critical supplies, spare parts and
consumables, the various tax assumptions, CAPEX and OPEX estimates,
all economic and operational projections relating to the project,
local infrastructures, the Company’s business prospects and
opportunities and estimates of the operational performance of the
equipment, and are not guarantees of future performance.
Forward-looking statements are subject to known or unknown risks
and uncertainties that may cause actual results to differ
materially from those anticipated or implied in the forward-looking
statements. Risk factors that could cause actual results or events
to differ materially from current expectations include, among
others, those risks, delays in the scheduled delivery times of the
equipment, the ability of the Company to successfully implement its
strategic initiatives and whether such strategic initiatives will
yield the expected benefits, the availability of financing or
financing on favorable terms for the Company, the dependence on
commodity prices, the impact of inflation on costs, the risks of
obtaining the necessary permits, the operating performance of the
Company’s assets and businesses, competitive factors in the
graphite mining and production industry, changes in laws and
regulations affecting the Company’s businesses, political and
social acceptability risk, environmental regulation risk, currency
and exchange rate risk, technological developments, the impacts of
the global COVID-19 pandemic and the governments’ responses
thereto, and general economic conditions, as well as earnings,
capital expenditure, cash flow and capital structure risks and
general business risks. A further description of risks and
uncertainties can be found in NMG’s Annual Information Form dated
March 23, 2023, including in the section thereof captioned “Risk
Factors”, which is available on SEDAR+ at www.sedarplus.ca and on
EDGAR at www.sec.gov. Unpredictable or unknown factors not
discussed in this Cautionary Note could also have material adverse
effects on forward-looking statements.
Many of these uncertainties and contingencies can directly or
indirectly affect, and could cause, actual results to differ
materially from those expressed or implied in any forward-looking
statements. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Forward-looking statements are provided for the purpose
of providing information about management’s expectations and plans
relating to the future. The Company disclaims any intention or
obligation to update or revise any forward-looking statements or to
explain any material difference between subsequent actual events
and such forward-looking statements, except to the extent required
by applicable law.
The market and industry data contained in this press release is
based upon information from independent industry publications,
market research, analyst reports and surveys and other publicly
available sources. Although the Company believes these sources to
be generally reliable, market and industry data is subject to
interpretation and cannot be verified with complete certainty due
to limits on the availability and reliability of raw data, the
voluntary nature of the data-gathering process and other
limitations and uncertainties inherent in any survey. The Company
has not independently verified any of the data from third-party
sources referred to in this press release and accordingly, the
accuracy and completeness of such data is not guaranteed.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Further information regarding the Company is available on SEDAR+
(www.sedarplus.ca), and for United States readers on EDGAR
(www.sec.gov), and on the Company’s website at: www.NMG.com
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240214190689/en/
MEDIA Julie Paquet VP Communications & ESG Strategy
+1-450-757-8905 #140 jpaquet@nmg.com
INVESTORS Marc Jasmin Director, Investor Relations
+1-450-757-8905 #993 mjasmin@nmg.com
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