NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL – January 25, 2021 – NanoXplore Inc. (TSX-V: GRA) (“NanoXplore” or the “Company“), is pleased to announce that it entered into an agreement with a syndicate of underwriters co-led by Echelon Wealth Partners Inc. and National Bank Financial Inc. (the “Underwriters“) pursuant to which the Underwriters have agreed to purchase 10,000,000 common shares of the Company (“Common Shares”) at a price of $4.00 per Common Share (the “Issue Price”) and offer them to the public by way of short form prospectus for total gross proceeds of $40,000,000 to the Company (the “Offering“).
The Underwriters have been granted an option (the “Over-Allotment Option”) by the Company to purchase up to an additional 1,500,000 Common Shares at the Issue Price. The Over-Allotment Option may be exercised in whole or in part to purchase Common Shares as determined by the Underwriters upon written notice to the Company at any time up to 30 days following the Closing Date (as defined below).
The Company intends to use the net proceeds of the Offering for battery initiatives, debt reduction, sales and marketing of graphene and for general corporate purposes.
The Company has agreed to grant the Underwriters a cash commission payable on the Closing Date of equal to 5.0% of the aggregate gross proceeds of the Offering (including the Over-Allotment Option), other than in respect of Common Shares subscribed for by certain investors (the President’s List), in which case a cash commission equal to 2.0% of such amount shall be paid to the Underwriters.
The Offering will be completed (i) by way of a short form prospectus to be filed in all of the provinces 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 February 12, 2021, or such other date as the Company and the Underwriters may agree (the “Closing Date”), and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the TSX Venture Exchange (“TSX-V”).
In a separate transaction that is expected to close concurrently with the Offering, Mr. Soroush Nazarpour, President and Chief Executive Officer of the Company, will be selling to Martinrea International Inc., the principal shareholder of NanoXplore, 1,000,000 Common Shares at the Issue Price for gross proceeds of $4,000,000 to Mr. Nazarpour (the “Concurrent Sale”).
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 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 and in this press release relate to the closing of the Offering and of the Concurrent Sale, 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, including the relevant assumptions and risks factors set out in NanoXplore’s most recent annual management discussion and analysis filed on SEDAR at www.sedar.com, which may cause NanoXplore’s actual results to differ materially from any projections of future results expressed or implied by such forward-looking information. These risks, uncertainties and other factors include, among others, the uncertain and unpredictable condition of global economy, notably as a consequence of the Covid-19 pandemic. Any forward-looking information is made as of the date hereof and, except as required by law, NanoXplore does not undertake any obligation to update or revise any forward –looking statement as a result of new information, subsequent events 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:
President & CEO
+1 (514) 935-1677