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MONTREAL, March 27, 2018 (GLOBE NEWSWIRE) — NanoXplore Inc. (“NanoXplore” or the “Company”) (TSX-V:GRA) is pleased to announce that it has completed its previously announced bought deal private placement for aggregate gross proceeds of $10,000,155 (the “Offering”). A total of 6,060,700 units (the “Units”) of the Company were sold pursuant to the Offering, including 1,212,200 Units issued as a result of the full exercise of the Underwriters’ over-allotment option, at a price of $1.65 per Unit (the “Subscription Price”). The Offering was conducted by a syndicate of underwriters co-led by Paradigm Capital Inc. and GMP Securities L.P. and including Echelon Wealth Partners Inc. and National Bank Financial Inc. (collectively, the “Underwriters”). (All figures are in Canadian dollars unless otherwise stated).
Each Unit is comprised of one common share of the Company (the “Common Shares”) and one half of one Common Share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share of the Company at a price of $2.30 for a period of 24 months following the closing date of the Offering, and will be subject to accelerated expiration if the closing price of the Common Shares on the TSX Venture Exchange (the “TSXV”) (or equivalent Canadian exchange) is equal to or greater than $3.45 for a period of 20 consecutive trading days.
In consideration of the services rendered by the Underwriters in connection with the Offering, the Underwriters received a cash fee from the Company equal to 6% of the gross proceeds of the Offering. As additional compensation, the Underwriters were issued a number of compensation warrants (the “Compensation Warrants”) equal to 4% of the aggregate number of Units sold pursuant to the Offering. Each Compensation Warrant entitles the holder thereof to acquire a Common Share (a “Compensation Share”) at the Subscription Price per Compensation Share at any time in whole or in part from time to time until March 27, 2020.
The net proceeds from the Offering will be used for acquisitions, funding for development of a 10,000 tonne per year graphene production plant and general corporate and working capital purposes.
All of the securities issued pursuant to the Offering are subject to a statutory hold period which will expire on July 28, 2018 in accordance with applicable Canadian securities laws.
An insider of the Company subscribed for 606,100 Units and, accordingly, the Offering is a “related party transaction” within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”). The insider’s participation is exempt from the formal valuation and minority shareholder approval requirements provided under Regulation 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of Regulation 61-101. The exemption is based on the fact that neither the fair market value of the private placement, nor the consideration paid by such insider exceeds 25% of the market capitalization of the Company.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of 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.
Forward Looking Statements
This press release may contain forward-looking statements. These forward looking statements relate to the use of proceeds of the Offering and receipt of all regulatory approvals. 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 some of which are described herein. 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. These risks and uncertainties include risks related to the use of proceeds of the Offering. 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 TSX Venture Exchange nor its Regulation Services Providers (as that term is defined in the polices of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Dr. Soroush Nazarpour
President and CEO