Montreal, Quebec – March 27, 2023 – NanoXplore Inc. (“NanoXplore” or “the Corporation”) (TSX: GRA and OTCQX: NNXPF), a world-leading graphene company, and Martinrea International Inc. (“Martinrea”), a diversified and global automotive supplier engaged in the design, development and manufacturing of highly engineered, value added Lightweight Structures and Propulsion Systems, through its subsidiary, Martinrea Innovation Developments Inc. (“Martinrea Innovation”) today announced NanoXplore’s purchase of Martinrea Innovation’s 50% equity stake in VoltaXplore Inc. (“VoltaXplore”) for an aggregate equity consideration of $10 million on March 24, 2023. NanoXplore now owns 100% of the equity and intellectual property in VoltaXplore and Martinrea has increased its existing equity position in NanoXplore from 21.1% to 22.7%. VoltaXplore was formed as a joint venture between NanoXplore and Martinrea in 2021 to collaborate on developing graphene-enhanced Li-ion battery cells for electric vehicles and grid storage and to explore the potential to build a battery gigafactory. NanoXplore will seek to finance the battery gigafactory within VoltaXplore, without dilution to NanoXplore’s shareholders.
The purchase transaction simplifies VoltaXplore’s capital structure to enhance the access to government and private fundings. Moreover, concurrent to this transaction, NanoXplore and Martinrea agreed to extend their existing graphene commercial agreement by another 5 years to 10 years which reinforces the strong relationship between the two companies.
To acquire the remaining equity ownership in the joint venture, the Corporation issued 3,420,406 common shares to Martinrea priced at $2.92 per NanoXplore’s share. NanoXplore’s share price is calculated based on the volume-weighted average trading price (VWAP) of the common shares of NanoXplore on the Toronto Stock Exchange (the “TSX”) for the twenty trading days prior to closing. Following the completion of the transaction, Martinrea and its affiliates hold 38,466,360 common shares of NanoXplore representing approximately 22.7% of the issued and outstanding common shares of the Corporation.
Soroush Nazarpour, President and Chief Executive Officer of NanoXplore, commented:
“We are closer to building VoltaXplore’s gigafactory and I am quite excited about the future of VoltaXplore. The joint venture was successful in the full demonstration of our battery technology and Martinrea’s support enabled VoltaXplore to de-risk this project significantly. We believe strongly in VoltaXplore and the value proposition that graphene brings to the performance of our cells. As we work towards our goal to build the gigafactory, we are looking to bring in new investors and customers, as well as government financing to support and realize our ambitions. I would like to thank the entire team at Martinrea which was instrumental in helping bring VoltaXplore to this point. Martinrea remains committed to NanoXplore’s success, as evidenced by its increased share position in our company and the extension of our commercial agreement. We will continue to work together in building graphene-enhanced solutions in the automotive sector.”
Pat D’Eramo, President and Chief Executive Officer of Martinrea, commented:
“We have jointly created value in VoltaXplore through building a demonstration facility and proving the technology and value proposition of graphene-enhanced Li-ion batteries. We remain supportive of VoltaXplore and will continue to benefit from its success through our increased equity position in NanoXplore. Though we are not pursuing the production of batteries at Martinrea, we believe strongly in graphene and will continue to work with NanoXplore to develop graphene-based solutions within Martinrea.”
VOLTAXPLORE LATEST DEVELOPMENTS
Following the successful testing and demonstrated strong performance of 18650 cells, VoltaXplore is in the process of retooling its current 1MWh battery facility to produce the larger-format 21700 cylindrical cell. This new cell dimension is an industry standard in the electric mobility market and VoltaXplore plans to produce approximately 130 million of these cells annually at its gigafactory.
These batteries will benefit from NanoXplore’s proprietary SiGTM additive technology solution, which offers the following performance benefits:
- 8-10% (or 40 kilometres) increase in vehicle range due to increased energy density.
- 10–13-minute charging time due to graphene’s high electrical conductivity.
- The batteries are 10% cooler than typical Li-ion batteries with lower risk of thermal runaway and explosions.
EARLY WARNING DISCLOSURE
Prior to the date hereof, Martinrea International Inc. held 35,045,954 common shares of NanoXplore, representing approximately 21.1 % of the issued and outstanding common shares of NanoXplore. Following completion of the transaction, Martinrea International Inc. and its affiliates hold 38,466,360 common shares of NanoXplore representing approximately 22.7% of the issued and outstanding common shares of NanoXplore.
In connection with the acquisition of the common shares by Martinrea Innovation Developments Inc. each common share of NanoXplore was valued at $2.92 per share.
A copy of the early warning report to be filed by Martinrea International Inc. with the applicable securities commissions pursuant to the requirements of National Instrument 62-104 Take-Over Bids and Issuer Bids and National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues will be made available on SEDAR at www.sedar.com.
Martinrea International Inc. and Martinrea Innovation Developments Inc. are each corporations existing under the laws of Ontario and the head office of each is located at 3210 Langstaff Road, Vaughan, Ontario L4K 5B2. To obtain a copy of the early warning report filed by Martinrea International Inc. outlined above, contact Kerri Pope, General Counsel of Martinrea International Inc., at 416-749-0314.
The transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is exempt from the “minority approval” and “formal valuation” requirements of MI 61-101 in respect of the transaction because the “fair market value” of the transaction, does not exceed 25% of the Company’s “market capitalization” (as each such term is defined in MI 61-101).
ABOUT NANOXPLORE INC.
NanoXplore is a graphene company, a manufacturer and supplier of high-volume graphene powder for use in transportation and industrial markets. The Corporation 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. Please visit www.nanoxplore.ca.
ABOUT MARTINREA INTERNATIONAL INC.
Martinrea International Inc. (TSX: MRE) is a leader in the development and production of quality metal parts, assemblies and modules, fluid management systems, and complex aluminum products focused primarily on the automotive sector. Martinrea currently operates in 58 locations in Canada, the United States, Mexico, Brazil, Germany, Slovakia, Spain, China, South Africa, and Japan. Martinrea’s vision is making lives better by being the best supplier we can be in the products we make and the services we provide.
This press release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, and subject to risks and uncertainties. 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.
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 and/or Martinrea’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 and/or Martinrea do not undertake any obligation to publicly update or revise such information to reflect new information, subsequent or otherwise.
Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Many factors could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the industry trends and risk factors outlined in the most recent Management Discussion and Analysis and Annual Information Form and other public filings for either of NanoXplore or Martinrea which can be found at www.sedar.com.
No securities regulatory authority has either approved or disapproved the contents of this press release.
For further information, please contact:
Director, Investor Relations
Tel: 1 438.476.1927
Neil Forster, Director, Investor Relations and Corporate Development
Martinrea International Inc.
Deanna Lorincz, Global Director, Communications and Marketing
Martinrea International Inc.