NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, QUEBEC – MARCH 16, 2020 – NANOXPLORE INC. (TSX-V: GRA) (“NANOXPLORE” OR THE “COMPANY”) IS PLEASED TO ANNOUNCE THAT IT HAS ENTERED INTO AN AGREEMENT WITH ECHELON WEALTH PARTNERS INC.
(“ECHELON” OR THE “UNDERWRITER”), TO PURCHASE, ON A BOUGHT DEAL PRIVATE PLACEMENT BASIS, 19,230,800 COMMON SHARES (THE “COMMON SHARES”) OF THE COMPANY AT A PRICE OF $1.30 PER COMMON SHARE (THE “ISSUE PRICE”) FOR GROSS PROCEEDS OF APPROXIMATELY $25,000,000 (THE “OFFERING”).
The Offering will be conducted by a syndicate of underwriters, led by Echelon as sole bookrunner. The Company has granted the Underwriter an option (the “Underwriters’ Option”) to purchase up to an additional 20% of the Common Shares sold under the Offering, at the Issue Price. The Underwriters’ Option may be exercised in whole or in part to purchase Common Shares upon written notice to the Company at any time up to 48 hours prior to the closing date of the Offering.
The Company intends to use the net proceeds of the Offering to support sales and marketing of graphene, research initiatives particularly related to the use of graphene in Li-Ion batteries, U.S. expansion, working capital and general corporate purposes.
The Company has agreed to grant the Underwriter a cash commission payable on the closing date of the Offering equal to 5% of the aggregate gross proceeds of the Offering (including the Underwriters’ Option), other than in respect of Common Shares subscribed for by certain investors (the President’s List), in which case the Company shall pay the Underwriter a cash commission equal to 2% of such amount.
The Offering will be completed (i) by way of a private placement exemption in all of the provinces and territories of Canada, (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company’s securities under domestic or foreign securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The Offering is expected to close on or about April 8, 2020 or such other date as the Company and Echelon may agree, and is subject to certain closing conditions, including the approval of the securities regulatory authorities and the TSX Venture Exchange.
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.
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.
For more information, please contact:
Chief Commercial Officer