NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISTRIBUTION WITH UNITED STATES NEWSWIRE SERVICES
MONTREAL, QUEBEC – April. 3, 2020 – NanoXplore Inc. (“NanoXplore” or the “Corporation”) (TSX-V: GRA) is pleased to announce the completion of the previously announced “bought deal” private placement for total gross proceeds of $25,000,040 (the “Offering”).
The Offering was conducted by a syndicate of underwriters led by Echelon Wealth Partners Inc., and including Paradigm Capital Inc., Stifel Nicolaus Canada Inc., Raymond James Ltd., National Bank Financial Inc., Beacon Securities Limited and Cormark Securities Inc. (collectively the “Underwriters”). In connection with the Offering, the Corporation paid the Underwriters a cash commission equal to 5% of the gross proceeds of the Offering, other than in respect of Common Shares subscribed by certain investors’ (the President’s List), in which case the Underwriters received a cash commission equal to 2% of such amount.
The Offering was comprised of the issuance of 19,230,800 common shares (the “Common Shares”) in the Corporation, at a price of $1.30 per Common Share for gross proceeds of $25,000,040.
The Corporation intends to use the net proceeds of the Offering to further research initiatives, particularly related to the use of graphene in lithium ion (Li-ion) batteries, U.S. expansion, debt repayment, working capital and general corporate purposes.
Dr Soroush Nazarpour, President and CEO of NanoXplore, commented:
“Our ability to raise funds in such a difficult market environment further illustrates the credibility of our graphene technology, our employees, and the true support of our new and existing shareholders. These funds will not only provide necessary fuel for growth but will also provide financial stability for the company as we enter an uncertain economic environment associated with Covid-19. I remain confident in our current business plan as we position ourselves to become a global leader in graphene powder production and sales.”
The Corporation would like to thank all participants that supported the Offering. This participation included, but was not limited to, Investissement Québec, Martinrea International Inc. and Business Development Bank of Canada (BDC). NanoXplore’s management also supported the financing.
BDC’s involvement is part of its $700-million, five-year commitment to help high-potential Canadian cleantech firms with market-ready technology or products meet the capital-intensive needs of scaling and achieving timely growth.
“We commend management’s ability to deliver on their graphene commercialization timelines to date,” said Jahangir Bhatti, Director, Cleantech Practice at BDC. “This raise will further support initiatives to accelerate market adoption of graphene-related products and allow NanoXplore to explore additional commercialization opportunities of their assets.”
Martinrea’s participation in the Offering further demonstrates the continual strategic relationship that exists with NanoXplore and how both companies will develop graphene-related solutions that will redefine products within the automotive space. “We continue to believe in the future of graphene in a broad range of applications and believe NanoXplore has made great progress in its development to date. We look forward to a great future.” said Pat D’Eramo, President and CEO of Martinrea.
In conjunction with the closing of the Offering, the Corporation would also like to announce that it will be extending its focus on graphene battery initiatives and plans to expand its in-house graphene compounding production capacity.
NanoXplore’s graphene battery related activities represent over five years of R&D development that has been achieved internally and in collaboration with partners. These initiatives have produced a strong intellectual property (IP) portfolio and know-how within multiple graphene battery applications. More specifically, adding graphene to current Li-ion chemistries, with a focus on silicon-enabled Li-ion anodes, will improve energy capacity and charging speeds. The potential end-markets of these graphene-enhanced batteries can be applied to electric vehicles, energy storage systems, and electric trucks and buses. To progress further with this initiative, the Corporation plans to create a dedicated graphene battery R&D lab to support a pre-feasibility plan in creating a pilot line to produce graphene-enhanced anodes and Li-ion batteries.
Dr. Soroush Nazarpour, President and CEO of NanoXplore, commented:
“We are thrilled to be in a position to further explore and apply our graphene technology to Li-ion batteries. We believe graphene significantly enhances the performance of the current Li-ion battery anodes. Having said that, the current selling price of graphene has become a roadblock in the commercial adoption within the battery supply chain. Our low-cost graphene production technology enables us to reduce, or even remove, spherical graphite from Li-ion battery anodes. This price advantage will help address future bottlenecks in the Li-ion battery supply chain. I believe this is a great medium-term growth opportunity for NanoXplore and we anticipate investing $2,000,000 on this initiative over the next 24 months.”
NanoXplore will also be expanding its graphene compounding capacity as the Corporation expects to encounter a higher current demand for graphene in a plastic pellet format compared to that of powder. As a result, the Corporation will invest on a large commercial grade extruder that mixes graphene powder with plastics to create graphene-enhanced masterbatch pellets. NanoXplore expects to make the purchase of this equipment within the next six months.
All of the securities issued pursuant to the Offering are subject to a statutory hold period which will expire on August 4, 2020 in accordance with applicable Canadian securities laws. The Offering remains subject to the final approval of the TSX-V.
Certain officers and other insiders of the Company (“Insiders”) participated in the Offering and purchased an aggregate of 4,063,393 Common Shares for aggregate gross proceeds of $5,282,411. Participation by Insiders of the Corporation in the Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (Regulation 61-101 respecting protection of minority security holders in special transactions in Quebec) (“MI 61-101“). The Corporation is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the Insiders’ participation in the Offering in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the private placement by the Insiders did not exceed 25% of the fair market value of the Corporation’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the Common Shares (the “Securities”) in the United States. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About NanoXplore Inc.
NanoXplore is a graphene company, a manufacturer and supplier of high-volume graphene powder for use in industrial markets. The company provides standard and custom graphene-enhanced plastic and composite products to various customers in transportation, packaging, electronics, and other industrial sectors. NanoXplore is headquartered in Montreal, Quebec with manufacturing facilities across North America and Europe.
BDC is the only bank devoted exclusively to entrepreneurs. It provides access to financing, both online and in-person, as well as advisory services to help Canadian businesses grow and succeed. Its investment arm, BDC Capital, offers a wide range of risk capital solutions. For 75 years and counting, BDC’s purpose has been to support entrepreneurs in all industries and all stages of growth. For more information and to consult more than 1,000 free tools, articles and entrepreneurs’ stories, visit bdc.ca.
About Investissement Québec
The mission of Investissement Québec is to participate actively in Québec’s economic development by stimulating business innovation, entrepreneurship and the growth of exports and investment in every region of Québec. The Corporation provides enterprises and entrepreneurs with support services, including technology-based measures, as well as adapted financial solutions and investments. Through its Investissement Québec International division, the Corporation assists enterprises with exports and prospects for foreign investments.
This press release contains forward-looking statements. All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Forward-looking statements are not facts, but only predications and can generally be identified by the use of statements that include phrases such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “foresee”, “grow”, “expect”, “plan”, “intend”, “forecast”, “future”, “guidance”, “may”, “predict”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes and in this press release relates to the closing of the Offering, the use of proceeds from the Offering, the participation of certain named parties in the Offering and the approval of the TSX-V.
Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause NanoXplore’s actual results to differ materially from any projections of future results expressed or implied by such forward-looking information. Any forward-looking information is made as of the date hereof and, except as required by law, NanoXplore does not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.
Neither the 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.
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Chief Commercial Officer