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(ii) to think about and, if deemed advisable, to go an odd decision (the ” COB Decision “) approving the change of enterprise of the Firm from a “Tier 2 mining issuer” to a “Tier 2 funding issuer” (the ” Proposed COB “), pursuant to Coverage 5.2 – Modifications of Enterprise and Reverse Takeovers of the TSX-V (” TSX-V Coverage 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 significantly 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 ” Funding Settlement “), 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 Settlement “), offering, inter alia , for the grant by the Firm of the Possibility and, upon the train of such Possibility by Nouveau Monde, the formation of the Joint Enterprise. The type of OJV Settlement is hooked up to the Funding Settlement, is offered underneath 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 way of Black Swan Graphene Inc. (” Black Swan Graphene “), a subsidiary of the Firm, of strategic property associated to a patented graphene processing expertise from Thomas Swan & Co. Restricted (” Thomas Swan “). Along with the property associated to the graphene processing expertise and related know-how bought to Black Swan Graphene, Thomas Swan agreed to contribute its unique manufacturing and commercialization experience whereas offering entry to subject material experience, corresponding 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 ascertain a large-scale industrial manufacturing facility within the Province of Québec, as a way to leverage the province’s aggressive and inexperienced hydroelectricity. On November 8, 2021, Black Swan Graphene accomplished a non-public placement of frequent 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 frequent shares of Black Swan Graphene, representing 56.03% of the issued and excellent frequent shares of Black Swan Graphene. It’s anticipated that assuming the completion of the share trade 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 frequent shares of the issuer ensuing from such transaction, which is anticipated to symbolize roughly 41.3% of such issuer’s issued and excellent frequent shares.

Whereas (i) the completion by the Firm of the Proposed JV Transaction and the Qualifying Transaction will consequence within the Firm shifting 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 enterprise” (as outlined in TSX-V Coverage 5.2), it was decided to impact the Proposed COB for the next causes:

  • it’s going to verify a shift the Firm has made within the final two years, shifting from a junior mining firm to an organization centered on searching for funding alternatives, as evidenced by choice by administration and the Board of Administrators of the Firm (the ” Board of Administrators “) to pursue the Proposed JV Transaction and the Qualifying Transaction;
  • it’s in keeping 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’s going to present extra flexibility to Mason Graphite to deploy that technique; and
  • it’s 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 Aims 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 aims 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 methods of its funding portfolio.

Funding Coverage

The Board of Administrators has adopted an funding coverage (the ” Funding Coverage “) to manipulate its funding actions. The Funding Coverage units out, amongst different issues, the funding aims and technique primarily based on sure basic rules.

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 obtainable to the Firm. The composition of the Firm’s funding portfolio will differ over time relying on its evaluation of a lot of elements, together with the demand for battery-related supplies and different industrial and strategic minerals, the efficiency of monetary markets and credit score threat.

Obtainable Funds

As of Might 31, 2022, Mason Graphite’s investments consisted of:

  • 7,750,000 frequent 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 Possibility pursuant to the OJV Settlement, New Mason Graphite’s investments can even embody 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 frequent shares of the Firm for $2.5 million concurrently with the execution of the OJV Settlement, Mason Graphite can have roughly $11 million obtainable to fund its operations.

Upon the formation of the Joint Enterprise, New Mason Graphite anticipates utilizing a few of the funds obtainable upon completion of the Proposed COB to fund work applications on the Lac Guéret Property. New Mason Graphite has not at the moment recognized another possible funding apart 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 identify, municipality of residence, present place with the Firm, and the quantity and proportion of Shares beneficially owned or over which management or route is exercised by every of the Firm’s administrators and officers as of June 16, 2022.

Identify, Residence, Age, 12 months First Grew to become Director and Shareholding Biography
Fahad Al Tamimi
Riyad, Saudi Arabia
Age: 69

Director since June 11, 2020
Chairman of the Board since December 29, 2020
Non-Unbiased

Shares: 13,517,337 (9.92%)
Inventory Choices: 1,600,000

Fahad Al Tamimi is a Saudi-based businessman with world funding actions. He’s President and CEO of SaudConsult, an engineering agency in Saudi Arabia chargeable for many massive infrastructure and building tasks within the nation. Beforehand, he was a 50% associate of Worley Parsons Arabia, which undertook main tasks within the mining, oil & fuel 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.

Peter Damouni
London, United Kingdom
Age: 44

Director since February 24, 2020
Government Director since December 29, 2020
Non-Unbiased

Shares: None
Inventory Choices: 1,600,000

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 a lot of non-public and public firms listed on the TSX, the TSX-V and the London Inventory Change. All through his profession, Mr. Damouni has taken a lead function in fairness and debt financings. His experience in financing, restructuring, technique growth 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.

Tayfun Eldem
Québec, Canada
Age: 56

Director since December 29, 2020
Unbiased

Shares: 18,333 (0.01%)
Inventory Choices: 400,000

Tayfun Eldem brings over 30 years of operations, enterprise growth and strategic management expertise within the mining and minerals business. Mr. Eldem is at the moment the Group Government 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 Government Officer of Alderon Iron Ore Corp. and Managing Director of Iron Ore & Coal for Hatch Ltd., the place he was chargeable for enterprise growth 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 Faculty of Enterprise and the London Enterprise Faculty, respectively.

Nav Dhaliwal
British-Colombia, Canada
Age: 47

Director since December 29, 2020
Unbiased

Shares: None
Inventory Choices: 400,000

Nav Dhaliwal is a excessive‐profile mining government and capital markets professional with a long-running monitor document of success. Mr. Dhaliwal was the founding Chief Government Officer of Québec‐primarily based Bonterra Assets Inc., which made the award‐profitable Gladiator discovery in Québec. Mr. Dhaliwal raised over $140 million for Bonterra and performed a key function within the firm’s market capitalization progress from $10 million to over $150 million.

Mr. Dhaliwal can 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.

Roy McDowall
Québec, Canada
Age: 59

Director since December 29, 2020
Unbiased

Shares: None
Inventory Choices: 400,000

Roy McDowall is a capital markets skilled with over 25 years of expertise with Canadian‐primarily based 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 Assets Inc., a Montréal‐primarily based mining firm with a market capitalization of roughly $2 billion listed on each the TSX and the New York Inventory Change.

Mr. McDowall holds a Bachelor of Commerce diploma from the Simon Fraser College in British Columbia.

François Perron
Toronto, Canada
Age: 58

Director since July 26, 2021
Unbiased

Shares: None
Inventory Choices: 400,000

François Perron is at the moment President and Chief Government Officer of Fortunate Minerals Inc., an organization listed on the TSX-V, since 2020, in addition to Chairman of Northern Superior Assets Inc. since 2016 and President & Director of Goldstar Minerals Inc. since 2016, and every of which is a TSX-V-listed firm advancing property 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 “High Gun Asset Supervisor” in Mining.

Mr. Perron holds a Bachelor of Science, Laptop Science, from McMaster College (1986) and an MBA from the École des Hautes Études Commerciales in Montréal (1992).

Board Suggestion

The Board of Administrators, after receiving recommendation from its outdoors authorized counsel and monetary advisors, decided that the Proposed JV Transaction is in the perfect pursuits of the Firm and honest, from a monetary viewpoint, to the Firm. The Board of Administrators, after consideration of a lot of elements, decided that the Proposed COB is in the perfect 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 Lodge Montreal, Room Pavillon, 3 rd Flooring, 2050 Mansfield Road, Montréal, Québec, H3A 1Y9 , and just about by stay 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 as a way 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 referring to COVID-19 and the advisories or mandates that federal, provincial and native governments, and associated businesses, might difficulty. 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 by way of a press launch and by posting particulars on the Firm’s web site that can even be filed on the Firm’s profile on SEDAR at www.sedar.com .

Shareholders of document 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 properly earlier than the proxy deadline of 10:00 a.m. (Montréal time) on July 12, 2022.

The Round supplies essential info 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 the way to attend the Particular Assembly. Shareholders are urged to learn the Round and its appendices rigorously and of their entirety. The Round is being mailed to Shareholders in compliance with relevant Canadian securities legal guidelines. The Round is offered 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 may be reached by toll-free phone in North America at 1-800-749-9052, by accumulate name outdoors North America at 416-867-2272, or by e-mail at contactus@kingsdaleadvisors.com .

About Mason Graphite

Mason Graphite is a Canadian company centered 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 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 info: www.masongraphite.com .

About Nouveau Monde

Nouveau Monde is striving to grow 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 grow to be a strategic provider to the world’s main battery and vehicle producers, offering high-performing and dependable superior supplies whereas selling sustainability and provide chain traceability. Nouveau Monde is listed on the NYSE underneath the image “NMG” and on the TSX-V underneath the image “NOU”.

Cautionary Assertion Concerning Ahead-Wanting Info

Sure statements made on this information launch are forward-looking statements inside 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 info. Typically, however not at all times, forward-looking statements may be recognized by means of forward-looking terminology corresponding to “might”, “will”, “count on”, “consider”, “estimate”, “plan”, “might”, “ought to”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “proceed” or the damaging of those phrases or variations of them or comparable terminology.

Though the Firm believes that the forward-looking statements on this information launch are primarily based on info and assumptions which are present, cheap and full, these statements are by their nature topic to a lot of elements that might 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, lots of that are past the Firm’s management and the consequences of which may be tough 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 degree 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 worth 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 might have a cloth adversarial impact on the Firm or its means to finish the Proposed JV Transaction or the Proposed COB. The Firm cautions that the foregoing listing of essential elements will not be exhaustive and different elements might additionally adversely have an effect on its outcomes. For extra info on the dangers, uncertainties and assumptions that might trigger the Firm’s precise outcomes to vary from present expectations, please check with the issues mentioned underneath the ” Threat Elements ” part of the Round, the ” Dangers and Uncertainties ” part of the Administration’s Dialogue and Evaluation for the 12 months ended June 30, 2021 and 2020, in addition to the Firm’s different public filings, obtainable underneath the Firm’s profile on SEDAR at www.sedar.com. There may be no assurance that forward-looking info 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 info, future occasions or in any other case, besides as required by regulation.

Extra Info

Neither TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts accountability for the adequacy or accuracy of this launch.

Completion of every of the Proposed JV Transaction and the Proposed COB is topic to 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 may 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 info 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 needs to be thought of extremely speculative. The TSX-V has by no means handed upon the deserves of the Proposed JV Transaction or the Proposed COB and has neither authorised nor disapproved the contents of this information launch.

For additional info

Mason Graphite Inc.
Paul Hardy, VP Company Improvement
1-416-844-7365 ext. 3030,
phardy@masongraphite.com

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