Mitsui & Co. Enters Into Agreement for Repurchase of Convertible Note of Nouveau Monde Graphite Inc. and Acquisition of Common Shares and Warrants of Nouveau Monde Graphite Inc.

TOKYO, Feb. 15, 2024 /CNW/ - This news release is issued by Mitsui & Co., Ltd ("Mitsui") pursuant to the early warning requirements of Canada's National Instrument 62-104 and National Instrument 62-103 with respect to Nouveau Monde Graphite Inc. ("NMG").

Mitsui announces that it has entered into a subscription agreement dated February 14, 2024 (the "Subscription Agreement") with NMG pursuant to which Mitsui has agreed to purchase, at an aggregate subscription price of US$25 million (C$33,875,000 using the daily rate reported by the Bank of Canada for February 14, 2024) (the "Investment"), subject to regulatory approvals and the requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, 12,500,000 Common Shares in the capital of NMG ("Common Shares") and 12,500,000 common share warrants ("Warrants"). The proceeds of the Investment will be used to repurchase the convertible note of NMG in an aggregate principal amount of US$25,000,000 (C$33,875,000 using the daily rate reported by the Bank of Canada for February 14, 2024) dated November 8, 2022 held by Mitsui, as amended and restated (the "Mitsui Convertible Note").

Prior to entering into the subscription agreement, Mitsui is deemed to beneficially own an aggregate of 11,052,695 Common Shares (consisting of 5,000,000 Common Shares issuable on conversion of the Mitsui Convertible Note, 5,000,000 Common Shares underlying warrants issuable on conversion of the Mitsui Convertible Note, and 1,052,695 Common Shares issuable in connection with accrued interest under the Mitsui Convertible Note), representing in the aggregate approximately 14.1% of the issued and outstanding Common Shares on a partially diluted basis (assuming conversion of the Mitsui Convertible Note and exercise in full of the warrants issuable upon conversion thereof and issuance of the Common Shares issuable in connection with accrued interest thereunder).

Upon completion of the Investment, repayment of the Mitsui Convertible Note and the issuance of the 1,052,695 Common Shares issuable in connection with accrued interest under the Mitsui Convertible Note, Mitsui will have beneficial ownership of, and control or direction over, 13,552,695 Common Shares and 12,500,000 Warrants, representing in the aggregate (a) approximately 28.0% of the issued and outstanding Common Shares on a partially diluted basis (assuming exercise in full of the Warrants) prior to the issuance of any shares to Panasonic Energy Co., Ltd., General Motors Co. and Pallinghurst Bond Limited or their respective affiliates announced by NMG on February 15, 2024 and (b) approximately 20.9% of the issued and outstanding Common Shares on a partially diluted basis (assuming exercise in full of the Warrants) after giving effect to the issuance of 12,500,000 Common Shares to each of Panasonic Energy Co., Ltd., General Motors Co. or their respective affiliates and of 6,776,078 Common Shares to Pallinghurst Graphite Limited.

Mitsui is making the Investment for investment purposes. Mitsui will evaluate its investment in NMG from time to time and may at any time, based on such evaluation, market conditions and other circumstances, increase or decrease its securityholdings in NMG or may change its investment strategy as regards NMG. The Shares of NMG are listed on the TSX Venture Exchange and the New York Stock Exchange.

Upon closing of the Investment, Mitsui and NMG will enter into a NMG will also enter into an investor rights agreement (the "Investor Rights Agreement") and a registration rights agreement. Pursuant to the Investor Rights Agreement, Mitsui will agree, subject to certain exceptions, not to transfer its securities in NMG for a period of 12 months, and Mitsui will be granted certain rights, including certain nomination and anti-dilution rights. Mitsui will be subject to a standstill limitation whereby it will not be able to increase its holdings beyond 20% of the issued and outstanding NMG Common Shares for a period of three years.

For further information and to obtain a copy of the early warning report to be filed under applicable Canadian securities laws in connection with the transactions hereunder, please see NMG's profile on SEDAR at www.sedar.com. 

Mitsui is incorporated under the laws of Japan, and Mitsui's head office is located at 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8631, Japan.

The head office of NMG is located at 481 Brassard Street, Saint-Michel-des-Saints, Québec J0K 3B0.

SOURCE Mitsui & Co., Ltd

contact Mr. Katsuto Kawahara, General Manager, Advanced Materials Division, Performance Materials Business Unit, Mitsui & Co., Ltd. at [phone]