- Particular Assembly known as to contemplate and vote on the Proposed JV Transaction with Nouveau Monde Graphite
- Shareholders additionally to contemplate and vote on a proposed change of enterprise of Mason Graphite from a “Tier 2 mining issuer” to a “Tier 2 investment issuer”
- Board recommends that shareholders vote FOR the Proposed JV Transaction with Nouveau Monde Graphite and the Proposed Change of Enterprise
MONTREAL, June 23, 2022 (GLOBE NEWSWIRE) — Mason Graphite Inc. (“Mason Graphite” or the “Company”) (TSX-V: LLG) (OTCQX: MGPHF) as we speak introduced that it has filed and is within the technique of mailing the administration data round (the “Circular”) and associated supplies for the particular assembly (the “Special Meeting”) of shareholders of Mason Graphite (“Shareholders”) known as for the next functions:
(i) to contemplate and, if deemed advisable, to go an odd decision (the “JV Resolution”) approving, amongst different issues, the coming into into of an possibility and three way partnership settlement with Nouveau Monde Graphite Inc. (“Nouveau Monde”) (NYSE: NMG) (TSX-V: NOU), pursuant to which (A) Mason Graphite will grant to Nouveau Monde a sole, unique, irrevocable and non-assignable possibility to amass a fifty-one p.c (51%) undivided co-ownership curiosity within the Lac Guéret property owned by the Firm (the “Lac Guéret Property”) and different associated belongings (the “Option”) and, (B) upon the train of such Choice by Nouveau Monde, type of a three way partnership with Nouveau Monde to undertake exploration, improvement and mining actions on the Lac Guéret Property (the “Joint Venture”) (the granting of the Choice and the formation of the Joint Enterprise being hereinafter known as the “Proposed JV Transaction”) pursuant to Coverage 5.3 – Acquisitions and Inclinations of Non-Money Belongings of the TSX Enterprise Alternate (the “TSX-V”);
(ii) to contemplate and, if deemed advisable, to go an odd decision (the “COB Resolution”) approving the change of enterprise of the Firm from a “Tier 2 mining issuer” to a “Tier 2 investment issuer” (the “Proposed COB”), pursuant to Coverage 5.2 – Adjustments of Enterprise and Reverse Takeovers of the TSX-V (“TSX-V Policy 5.2”); and
(iii) to transact such different enterprise as might correctly come earlier than the Particular Assembly or any postponement or adjournment thereof, all as extra notably described within the Round.
Background to the Proposed JV Transaction
On Might 15, 2022, the Firm and Nouveau Monde entered into an funding settlement (the “Investment Agreement”), pursuant to which, topic to the situations contained within the Funding Settlement, the Firm and Nouveau Monde have agreed to enter into an possibility and three way partnership settlement (the “OJV Agreement”), offering, inter alia, for the grant by the Firm of the Choice and, upon the train of such Choice by Nouveau Monde, the formation of the Joint Enterprise. The type of OJV Settlement is hooked up to the Funding Settlement, is on the market beneath the Firm’s profile on SEDAR at www.sedar.com and is summarized within the Round.
Background to the Proposed COB
On September 2, 2021, the Firm introduced the closing of the acquisition, by Black Swan Graphene Inc. (“Black Swan Graphene”), a subsidiary of the Firm, of strategic belongings associated to a patented graphene processing expertise from Thomas Swan & Co. Restricted (“Thomas Swan”). Along with the belongings associated to the graphene processing expertise and related know-how offered to Black Swan Graphene, Thomas Swan agreed to contribute its unique manufacturing and commercialization experience whereas offering entry to material experience, equivalent to entry to personnel and technical help, and deliverables from its operation in Northern England pursuant to a companies settlement entered into between Black Swan Graphene and Thomas Swan. Black Swan Graphene goals to determine a large-scale business manufacturing facility within the Province of Québec, with a purpose to leverage the province’s aggressive and inexperienced hydroelectricity. On November 8, 2021, Black Swan Graphene accomplished a personal placement of widespread shares for gross proceeds of roughly $3.0 million, together with roughly $300,000 with insiders of Mason Graphite and Black Swan Graphene. As of the date hereof, Mason Graphite holds 7,750,000 widespread shares of Black Swan Graphene, representing 56.03% of the issued and excellent widespread shares of Black Swan Graphene. It’s anticipated that assuming the completion of the share change transaction between Black Swan Graphene and Dragonfly Capital Corp. initially introduced on December 16, 2021 (the “Qualifying Transaction”), Mason Graphite will maintain 117,800,000 widespread shares of the issuer ensuing from such transaction, which is anticipated to symbolize roughly 41.3% of such issuer’s issued and excellent widespread shares.
Whereas (i) the completion by the Firm of the Proposed JV Transaction and the Qualifying Transaction will consequence within the Firm transferring right into a enterprise that represents a vertical and horizontal enterprise integration, respectively, and (ii) the Firm doesn’t consider that the Proposed JV Transaction and the Qualifying Transaction represent a “change of business” (as outlined in TSX-V Coverage 5.2), it was decided to impact the Proposed COB for the next causes:
- it is going to affirm a shift the Firm has made within the final two years, transferring from a junior mining firm to an organization targeted on searching for funding alternatives, as evidenced by resolution by administration and the Board of Administrators of the Firm (the “Board of Directors”) to pursue the Proposed JV Transaction and the Qualifying Transaction;
- it’s consistent with administration’s expertise within the mining sector and its technique of creating vertical and horizontal integration within the mining business, with a particular concentrate on industrial and specialty minerals, notably battery-related supplies and their by-products;
- it is going to present extra flexibility to Mason Graphite to deploy that technique; and
- it is going to present extra choices to Mason Graphite to proceed to create worth for its Shareholders and fund any work program on the Lac Guéret Property.
New Mason Graphite Following the Proposed COB
Funding Targets and Technique
The marketing strategy of Mason Graphite upon completion of the Proposed COB (“New Mason Graphite”) will include searching for funding alternatives to proceed to create worth for its Shareholders.
New Mason Graphite’s funding goals will probably be:
- to hunt an above common return on funding to proceed to create important worth for its Shareholders;
- to make use of funding revenue to fund different funding alternatives with engaging risk-to-reward profile; and
- to create synergies amongst its investments, together with its administration involvement into the administration, enterprise, operations and techniques of its funding portfolio.
The Board of Administrators has adopted an funding coverage (the “Investment Policy”) to manipulate its funding actions. The Funding Coverage units out, amongst different issues, the funding goals and technique based mostly on sure elementary ideas.
New Mason Graphite’s technique will probably be to develop vertical and horizontal integration within the mining business, with a particular concentrate on industrial and specialty minerals, notably battery-related supplies and their by-products. This strategy will probably be achieved by: (i) leveraging the skillset and experience of the Board of Administrators and administration to evaluation, diligence and de-risk funding alternatives, and (ii) adopting a versatile strategy to its investments.
The character and timing of investments will rely, partly, on the funding alternatives recognized and out there to the Firm. The composition of the Firm’s funding portfolio will range over time relying on its evaluation of quite a lot of elements, together with the demand for battery-related supplies and different industrial and strategic minerals, the efficiency of economic markets and credit score danger.
As of Might 31, 2022, Mason Graphite’s investments consisted of:
- 7,750,000 widespread shares of Black Swan Graphene; and
- roughly $8,500,000 in money or money equivalents (excluding any money or money equivalents of Black Swan Graphene).
Assuming the completion of the Proposed JV Transaction and the train or deemed train by Nouveau Monde of the Choice pursuant to the OJV Settlement, New Mason Graphite’s investments may also embrace pursuits within the Joint Enterprise of 49.0%.
Primarily based on the working capital of Mason Graphite (on an unconsolidated foundation) of roughly $8,500,000 as at Might 31, 2022, following completion of the Proposed COB and assuming the completion of the subscription by Nouveau Monde of widespread shares of the Firm for $2.5 million concurrently with the execution of the OJV Settlement, Mason Graphite may have roughly $11 million out there to fund its operations.
Upon the formation of the Joint Enterprise, New Mason Graphite anticipates utilizing a few of the funds out there upon completion of the Proposed COB to fund work packages on the Lac Guéret Property. New Mason Graphite has not at the moment recognized some other possible funding aside from the Joint Enterprise and Black Swan Graphene.
Administrators, Officers and Promoters
The officers and administrators of New Mason Graphite on completion of the Proposed COB would be the present officers and administrators of the Firm. The next desk units out the title, municipality of residence, present place with the Firm, and the quantity and proportion of Shares beneficially owned or over which management or course is exercised by every of the Firm’s administrators and officers as of June 16, 2022.
|Identify, Residence, Age, Yr First Turned Director and Shareholding||Biography|
|Fahad Al Tamimi
Riyad, Saudi Arabia
Director since June 11, 2020
Shares: 13,517,337 (9.92%)
|Fahad Al Tamimi is a Saudi-based businessman with international funding actions. He’s President and CEO of SaudConsult, an engineering agency in Saudi Arabia liable for many massive infrastructure and development initiatives within the nation. Beforehand, he was a 50% accomplice of Worley Parsons Arabia, which undertook main initiatives within the mining, oil & gasoline and vitality sectors, in Saudi Arabia, within the U.A.E. and in Bahrain.
Mr. Al Tamimi has a BSc in Chemical Engineering and Grasp of Science in Petroleum & Civil Engineering from College of Houston, Texas.
London, United Kingdom
Director since February 24, 2020
|Peter Damouni is an entrepreneur and financier with over 18 years of expertise in funding banking and capital markets, together with greater than ten years as a director or officer of quite a lot of non-public and public firms listed on the TSX, the TSX-V and the London Inventory Alternate. All through his profession, Mr. Damouni has taken a lead position in fairness and debt financings. His experience in financing, restructuring, technique improvement and execution, mergers & acquisitions have been instrumental in creating important worth for shareholders.
Mr. Damouni is a graduate of McGill College. He’s a Canadian and British citizen, residing in the UK.
Director since December 29, 2020
Shares: 18,333 (0.01%)
|Tayfun Eldem brings over 30 years of operations, enterprise improvement and strategic management expertise within the mining and minerals business. Mr. Eldem is at the moment the Group Govt Vice President Operations & Progress of Baffinland Iron Mines Company. He was a director of the Firm from November 2012 to February 2016, together with as Chairman of the Board from February 2013 till his resignation from the board of administrators in February 2016 to pursue different pursuits.
Mr. Eldem was President and Chief Govt Officer of Alderon Iron Ore Corp. and Managing Director of Iron Ore & Coal for Hatch Ltd., the place he was liable for enterprise improvement throughout 5 areas of the world.
Mr. Eldem is knowledgeable engineer and holds a Bachelor of Electrical Engineering diploma from Dalhousie College together with Operations Administration and Strategic Management certificates from the Richard Ivey College of Enterprise and the London Enterprise College, respectively.
Director since December 29, 2020
|Nav Dhaliwal is a excessive‐profile mining govt and capital markets professional with a long-running observe file of success. Mr. Dhaliwal was the founding Chief Govt Officer of Québec‐based mostly Bonterra Sources Inc., which made the award‐profitable Gladiator discovery in Québec. Mr. Dhaliwal raised over $140 million for Bonterra and performed a key position within the firm’s market capitalization development from $10 million to over $150 million.
Mr. Dhaliwal can also be the founding father of the extremely profitable RSD Capital Corp., which invests in, and supplies administration and technical experience to, public and pre‐IPO firms.
Director since December 29, 2020
|Roy McDowall is a capital markets skilled with over 25 years of expertise with Canadian‐based mostly boutique and financial institution owned funding companies, and most not too long ago served as Managing Director, Head of Fairness Gross sales for Macquarie.
Mr. McDowall is at the moment a senior officer of Turquoise Hill Sources Inc., a Montréal‐based mostly mining firm with a market capitalization of roughly $2 billion listed on each the TSX and the New York Inventory Alternate.
Mr. McDowall holds a Bachelor of Commerce diploma from the Simon Fraser College in British Columbia.
Director since July 26, 2021
|François Perron is at the moment President and Chief Govt Officer of Fortunate Minerals Inc., an organization listed on the TSX-V, since 2020, in addition to Chairman of Northern Superior Sources Inc. since 2016 and President & Director of Goldstar Minerals Inc. since 2016, and every of which is a TSX-V-listed firm advancing belongings within the Province of Québec. Previous to his company involvement, Mr. Perron was managing resource-focused portfolios for Nationwide Financial institution Different Investments and varied useful resource funds for the Caisse de dépôt et placement du Québec from 2001 to 2007. In 2006, he was acknowledged by Brendan Woods Worldwide as a “Top Gun Asset Manager” in Mining.
Mr. Perron holds a Bachelor of Science, Pc Science, from McMaster College (1986) and an MBA from the École des Hautes Études Commerciales in Montréal (1992).
The Board of Administrators, after receiving recommendation from its exterior authorized counsel and monetary advisors, decided that the Proposed JV Transaction is in one of the best pursuits of the Firm and honest, from a monetary viewpoint, to the Firm. The Board of Administrators, after consideration of quite a lot of elements, decided that the Proposed COB is in one of the best pursuits of the Firm. Accordingly, the Board of Administrators unanimously recommends that the Shareholders vote FOR the JV Decision and the COB Decision.
Particular Assembly and Round
The Particular Assembly will probably be held at 10:00 a.m. (Montréal time) on July 14, 2022, in a hybrid format, in individual at Le Germain Resort Montreal, Room Pavillon, 3rdFlooring, 2050 Mansfield Road, Montréal, Québec, H3A 1Y9, and just about by dwell audio webcast at https://virtual-meetings.tsxtrust.com/1383, the password being “mason2022” (case delicate). Bodily entry and on-line entry to the Particular Assembly will respectively start at 9:30 a.m. (Montréal time) on July 14, 2022. The Firm is offering the digital format with a purpose to present Shareholders with an equal alternative to attend and take part on the Particular Assembly, no matter their geographic location or the actual constraints, circumstances or dangers that they could be going through on account of COVID-19.
The Firm is actively monitoring the general public well being and journey security issues regarding COVID-19 and the advisories or mandates that federal, provincial and native governments, and associated businesses, might concern. ln the occasion that it’s not potential or advisable to carry the Particular Assembly in individual as at the moment deliberate, the Firm could also be required to carry a virtual-only Assembly, during which case the Firm will announce the choice to take action through a press launch and by posting particulars on the Firm’s web site that may also be filed on the Firm’s profile on SEDAR at www.sedar.com.
Shareholders of file as of the shut of enterprise on June 13, 2022 are entitled to obtain discover of, to take part in, and to vote on the Particular Assembly. Shareholders are urged to vote nicely earlier than the proxy deadline of 10:00 a.m. (Montréal time) on July 12, 2022.
The Round supplies vital data on the Proposed JV Transaction, the Proposed COB and associated issues, together with the background thereof, the rationale for the suggestions made by the Board of Administrators, voting procedures and tips on how to attend the Particular Assembly. Shareholders are urged to learn the Round and its appendices fastidiously and of their entirety. The Round is being mailed to Shareholders in compliance with relevant Canadian securities legal guidelines. The Round is on the market on Mason Graphite’s profile on SEDAR at www.sedar.com.
Shareholder Questions and Help
Shareholders of Mason Graphite who’ve questions or require help concerning the Particular Assembly ought to contact Kingsdale Advisors, Mason Graphite’s strategic shareholder advisor and proxy solicitation agent, who will be reached by toll-free phone in North America at 1-800-749-9052, by accumulate name exterior North America at 416-867-2272, or by electronic mail at [email protected].
About Mason Graphite
Mason Graphite is a Canadian company targeted on the manufacturing and transformation of pure graphite. Its technique consists of the event of value-added merchandise, notably for inexperienced applied sciences like transport electrification. The Firm additionally owns 100% of the rights to the Lac Guéret deposit, one of many richest graphite deposit on the earth. The Firm can also be the biggest shareholder of Black Swan Graphene, a Canadian non-public firm specializing in the large-scale manufacturing and commercialization of patented high-performance and low-cost graphene merchandise aimed toward a number of industrial sectors, together with concrete, polymers, Li-ion batteries and others. For extra data: www.masongraphite.com.
About Nouveau Monde
Nouveau Monde is striving to turn out to be a key contributor to the sustainable vitality revolution. The corporate is working towards creating a totally built-in supply of carbon-neutral battery anode materials in Québec, Canada, for the rising lithium-ion and gasoline cell markets. With low-cost operations and enviable environmental, social and governance (ESG) requirements, Nouveau Monde aspires to turn out to be a strategic provider to the world’s main battery and car producers, offering high-performing and dependable superior supplies whereas selling sustainability and provide chain traceability. Nouveau Monde is listed on the NYSE beneath the image “NMG” and on the TSX-V beneath the image “NOU”.
Cautionary Assertion Relating to Ahead-Wanting Data
Sure statements made on this information launch are forward-looking statements throughout the that means of relevant securities legal guidelines, together with, however not restricted to, statements with respect to the timing of the Particular Assembly, and different statements that aren’t materials information. Typically, however not at all times, forward-looking statements will be recognized by means of forward-looking terminology equivalent to “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the destructive of those phrases or variations of them or related terminology.
Though the Firm believes that the forward-looking statements on this information launch are based mostly on data and assumptions which can be present, cheap and full, these statements are by their nature topic to quite a lot of elements that would trigger precise outcomes to vary materially from administration’s expectations and plans as set forth in such forward-looking statements, together with, with out limitation, the next elements, a lot of that are past the Firm’s management and the results of which will be troublesome to foretell: (a) the likelihood that the TSX-V might not approve the Proposed JV Transaction or the Proposed COB, or that the Proposed JV Transaction will not be accomplished on the phrases and situations, or on the timing, at the moment contemplated; (b) the anticipated outcomes of the Proposed COB; (c) the affect and stage of participation that the Firm will train within the administration and operations of the Joint Enterprise; (d) the estimates of reserves and mineralization on the Lac Guéret Property; (e) the estimates of manufacturing; (f) the longer term value of graphite and different battery-related supplies; (g) the affect of restricted working historical past of the Firm as an funding issuer; and (h) different dangers inherent to the Firm’s enterprise and/or elements past its management which may have a fabric hostile impact on the Firm or its capacity to finish the Proposed JV Transaction or the Proposed COB. The Firm cautions that the foregoing checklist of vital elements will not be exhaustive and different elements may additionally adversely have an effect on its outcomes. For extra data on the dangers, uncertainties and assumptions that would trigger the Firm’s precise outcomes to vary from present expectations, please seek advice from the issues mentioned beneath the “Risk Factors” part of the Round, the “Risks and Uncertainties” part of the Administration’s Dialogue and Evaluation for the yr ended June 30, 2021 and 2020, in addition to the Firm’s different public filings, out there beneath the Firm’s profile on SEDAR at www.sedar.com. There will be no assurance that forward-looking data will show to be correct.
Readers are cautioned to not place undue reliance on the forward-looking statements and knowledge contained on this information launch. Mason Graphite disclaims any obligation to replace any forward-looking statements contained herein, whether or not on account of new data, future occasions or in any other case, besides as required by legislation.
Neither TSX Enterprise Alternate nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) accepts duty for the adequacy or accuracy of this launch.
Completion of every of the Proposed JV Transaction and the Proposed COB is topic to quite a lot of situations, together with however not restricted to, the TSX-V acceptance and if relevant, disinterested shareholder approval. The place relevant, the transaction can not shut till the required shareholder approval is obtained. There will be no assurance that the Proposed JV Transaction and the Proposed COB will probably be accomplished as proposed or in any respect. Buyers are cautioned that, besides as disclosed within the Round, any data launched or obtained with respect to the transaction will not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of Mason Graphite ought to be thought-about extremely speculative. The TSX-V has on no account handed upon the deserves of the Proposed JV Transaction or the Proposed COB and has neither accepted nor disapproved the contents of this information launch.
For additional data
Mason Graphite Inc.
Paul Hardy, VP Company Growth
1-416-844-7365 ext. 3030,