/NOT FOR DISTRIBUTION IN THE UNITED
STATES OR FOR DISTRIBUTION WITH UNITED STATES NEWSWIRE SERVICES/
MONTREAL, March 5, 2018 /CNW/ - NanoXplore Inc.
("Nanoxplore" or the "Company") (TSX-V: GRA) –
announced that it has entered into an agreement with a syndicate of
underwriters co-led by Paradigm Capital Inc. and GMP Securities
L.P. (the "Underwriters") for a "bought deal" private
placement offering of units of the Company (the "Units") at
a price per unit of $1.65 (the
"Unit Price") for aggregate gross proceeds of
approximately $8 million (the
"Offering"). Each Unit will be comprised of one common share
of the Company and one half of one common share purchase warrant
(each whole common share purchase warrant, a "Warrant").
Each Warrant will entitle the holder thereof to purchase one common
share of the Company at a price of $2.30 or a period of 24 months following the
Closing Date (as defined below), and will be subject to accelerated
expiration if the closing price of the Company's common shares on
the TSX Venture Exchange (or equivalent Canadian exchange) is equal
to or greater than $3.45 per common
share for a period of 20 consecutive trading days.
Two existing shareholders of the Company, Mason Graphite Inc.
and Martinrea International Inc., have indicated their intention to
participate in the Offering.
The Company has granted the Underwriters an option, exercisable,
in whole or in part, at any time up to 48 hours before the closing
of the Offering, to purchase up to an additional 1,212,200 Units at
the Offering Price for additional gross proceeds of approximately
$2,000,000.
The closing of the Offering is subject to the completion of
formal documentation, including but not limited to, the execution
of an underwriting agreement with the Underwriters in connection
with the Offering and receipt of any required regulatory approvals,
including approval of the TSX Venture Exchange. Securities issued
pursuant to the Offering, including any common shares that may be
issued on exercise of the Warrants, will be subject to a statutory
hold period expiring four months and one day after closing of the
Offering. Closing of the Offering is expected to occur on or about
March 27, 2018 or such other date as
the Underwriters and the Company may agree (the "Closing
Date").
The Company intends to use the net proceeds of the Offering for
acquisitions, funding for development of a 10,000 tonne per year
graphene production plant and general corporate and working capital
purposes.
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.
About NanoXplore
NanoXplore is a graphene company, a manufacturer and supplier of
high volume graphene powder for use in industrial markets as well
as standard and custom enhanced thermoplastic products to many
customers in transportation, packaging, electronics and other
industrial sectors. For more information, please visit
www.nanoxplore.ca.
Forward Looking Statements
Cautionary Statements
This press release may contain forward-looking statements.
These forward looking statements relate to the closing of the
Offering, use of proceeds of the Offering, the exercise of the
Underwriters' option, participation by the named existing
shareholders 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 satisfaction of the conditions to closing of
the acquisition and performance of the businesses acquired pursuant
to the acquisition. 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.