SAINT-MICHEL-DES-SAINTS, Quebec, Sept. 01, 2020 (GLOBE NEWSWIRE) — Following the renewal of its Directors’ mandate, Nouveau Monde Graphite (“Nouveau Monde” or the “Corporation”) (TSXV: NOU; OTCQX: NMGRF; Frankfurt: NM9) announces role changes at its Board of Directors to guide its corporate development strategy. Arne H. Frandsen, co-founder of Pallinghurst, will serve as Chairman of the Board of Directors, and Daniel Buron, Senior Vice President and Chief Financial Officer at Domtar, will serve as Lead Independent Director and Chairman of the Audit Committee.
Eric Desaulniers, President and Chief Executive Officer of Nouveau Monde, comments: “Our Board benefits from the rich expertise of its Directors in areas such as investment, mining development, business administration, intellectual property, environmental law and sustainable development. The leadership of Mr. Frandsen and Mr. Buron will enable us to enhance our governance and optimize our capital portfolio for the Corporation’s next key milestones.”Issuance of Common Shares
In parallel, Nouveau Monde announces the issuance of an aggregate of 1,037,587 common shares of its share capital (the “Common Shares”) at a price of $0.20 per Common Share, for an aggregate amount of $207,517.40, to 31 of its employees in settlement of an unpaid portion of wages that corresponds to a proactive capital management measure put in place temporarily in response to the COVID-19 pandemic.Faced with the advent of COVID-19 and drastic measures to suspend non-essential economic activities, Nouveau Monde reached an agreement in writing at the end of March, 2020 with each of the said employees to reduce their wages by 20%. This wage reduction spanned fourteen weeks, after which the Board of Directors of Nouveau Monde decided, in order to thank the employees for their support, to issue the Common Shares in settlement of the wage reduction.“Our employees represent assets of prime importance for the realization of our projects,” explains Desaulniers. “It is important to recognize their collaboration through this period of extremely rare economic downturn and to offer attractive and respectful employment conditions in order to continue our growth.”The issuance of the Common Shares was conditionally approved by the TSX Venture Exchange and will be subject to a hold period of 4 months plus one day.The settlement of wage reduction in the form of Common Shares of Nouveau Monde takes place in particular in favour of Mr. Eric Desaulniers (for an amount of $8,750, or 43,750 Common Shares), President and Chief Executive Officer of Nouveau Monde, Mr. Charles-Olivier Tarte (for an amount of $8,750, or 43,750 Common Shares), Chief Financial Officer of Nouveau Monde, and Me Virginie Fortin (for an amount of $8,750, or 43,750 Common Shares), Corporate Secretary of Nouveau Monde, which constitutes a “related party transaction” within the meaning of Regulation 61-101 respecting protection of minority security holders in special transactions (“Regulation 61-101”) and within the meaning of Policy 5.9 of the Stock Exchange – Protection of Minority Securities Holders in Special Transactions. However, the directors of Nouveau Monde who voted have determined that exemptions from the formal valuation and minority approval requirements provided for in sections 5.5 (a) and 5.7 (1) (a) of Regulation 61-101 respectively may be invoked as neither the fair market value of the Common Shares issued to these insiders nor the fair market value of the consideration paid does not exceed 25 % of the market capitalization of Nouveau Monde. No director of Nouveau Monde has expressed a contrary opinion or disagreement in connection with the foregoing.A material change report relating to this transaction with a related party will be filed by Nouveau Monde no later than 21 days prior to the date on which the Common Shares are expected to be issued as the conditions of participation of unrelated persons, on the one hand, and related persons, on the other hand, in connection with the issuance of the Common Shares were not determined.The Board of Directors has also granted a total of 6,325,000 stock options to officers and directors. These stock options are granted pursuant to the terms and conditions of the Corporation’s stock option plan.ABOUT Nouveau Monde GraphiteNouveau Monde Graphite is developing the Matawinie graphite mining project, located in Saint-Michel-des-Saints, 150 km north of Montréal, QC. At the end of 2018, Nouveau Monde published a Feasibility Study which revealed strong economics with projected graphite concentrate production of 100,000 tonnes per year, with an average concentrate purity of 97%, over a 26-year period. Currently, Nouveau Monde operates a demonstration plant where it produces concentrated flake graphite, which is being sent to potential North American and international clients for the qualification of its products. In a perspective of vertical integration within the electrical vehicle market, Nouveau Monde is planning a large-scale secondary graphite transformation facility, catering to the needs of the booming lithium-ion battery industry. Dedicated to high standards of sustainability, the Matawinie graphite project will be the first of its kind to operate as an all-electric, low-carbon mine.Subscribe to our news feed: http://nouveaumonde.ca/en/support-nmg/Cautionary Note Regarding Forward-Looking InformationAll statements, other than statements of historical fact, contained in this press release including, but not limited to the issuance of Common Shares to its employees in settlement of the unpaid wages related to the COVID-19 pandemic and, generally, the “About Nouveau Monde Graphite” paragraph which essentially describes Nouveau Monde’s outlook and objectives, constitute “forward-looking information” or “forward-looking statements” within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Nouveau Monde as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect.Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. Nouveau Monde disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Further information regarding Nouveau Monde is available in the SEDAR database (www.sedar.com) and on Nouveau Monde’s website at: www.NouveauMonde.ca
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