/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR
DISSEMINATION IN THE UNITED
STATES/
MONTREAL, March 16, 2020 /CNW/ - 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.
Forward-looking Statements
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 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.
SOURCE NanoXplore Inc.
