NanoXplore Inc. is pleased to announce that it has entered into an agreement with Echelon Wealth Partners Inc. to purchase, on a bought deal private placement basis, 19,230,800 Common Shares of the Company at a price of $1.30 per Common Share for gross proceeds of approximately $25,000,000.
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 theclosing 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.