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Nanoxplore Inc
Symbol GRA
Shares Issued 120,995,810
Close 2020-04-03 C$ 1.37
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Nanoxplore closes $25-million bought deal financing

2020-04-03 09:54 ET - News Release

Mr. Liam Farrell reports

NANOXPLORE ANNOUNCES CLOSING OF $25 MILLION BOUGHT DEAL PRIVATE PLACEMENT AND CORPORATE UPDATE

Nanoxplore Inc. has completed the previously announced bought deal private placement for total gross proceeds of $25,000,040. The offering was conducted by a syndicate of underwriters led by Echelon Wealth Partners Inc., and including Paradigm Capital Inc., Stifel Nicolaus Canada Inc., Raymond James Ltd., National Bank Financial Inc., Beacon Securities Ltd. and Cormark Securities Inc. In connection with the offering, the corporation paid the underwriters a cash commission equal to 5 per cent of the gross proceeds of the offering, other than in respect of common shares subscribed by certain investors (the president's list), in which case the underwriters received a cash commission equal to 2 per cent of such amount.

The offering comprised the issuance of 19,230,800 common shares in the corporation at a price of $1.30 per common share for gross proceeds of $25,000,040.

The corporation intends to use the net proceeds of the offering to further research initiatives, particularly related to the use of graphene in lithium-ion batteries, United States expansion, debt repayment, working capital and general corporate purposes.

Dr. Soroush Nazarpour, president and chief executive officer of Nanoxplore, commented: "Our ability to raise funds in such a difficult market environment further illustrates the credibility of our graphene technology, our employees, and the true support of our new and existing shareholders. These funds will not only provide necessary fuel for growth but will also provide financial stability for the company as we enter an uncertain economic environment associated with COVID-19. I remain confident in our current business plan as we position ourselves to become a global leader in graphene-powder production and sales."

The corporation would like to thank all participants that supported the offering. This participation included, but was not limited to, Investissement Quebec, Martinrea International Inc. and Business Development Bank of Canada (BDC). Nanoxplore's management also supported the financing.

BDC's involvement is part of its $700-million, five-year commitment to help high-potential Canadian clean-tech firms with market-ready technology or products meet the capital-intensive needs of scaling and achieving timely growth.

"We commend management's ability to deliver on their graphene-commercialization timelines to date," said Jahangir Bhatti, director, clean-tech practice at BDC. "This raise will further support initiatives to accelerate market adoption of graphene-related products, and allow Nanoxplore to explore additional commercialization opportunities of their assets."

Martinrea's participation in the offering further demonstrates the continual, strategic relationship that exists with Nanoxplore and how both companies will develop graphene-related solutions that will redefine products within the automotive space.

"We continue to believe in the future of graphene in a broad range of applications and believe Nanoxplore has made great progress in its development to date. We look forward to a great future," said Pat D'Eramo, president and CEO of Martinrea.

In conjunction with the closing of the offering, the corporation will be extending its focus on graphene-battery initiatives and plans to expand its in-house graphene-compounding production capacity.

Nanoxplore's graphene-battery-related activities represent over five years of research and development that has been achieved internally and in collaboration with partners. These initiatives have produced a strong intellectual-property (IP) portfolio and know-how within multiple graphene-battery applications. More specifically, adding graphene to current Li-ion chemistries, with a focus on silicon-enabled Li-ion anodes, will improve energy capacity and charging speeds. The potential end-markets of these graphene-enhanced batteries can be applied to electric vehicles, energy-storage systems, and electric trucks and buses. To progress further with this initiative, the corporation plans to create a dedicated graphene-battery R&D lab to support a prefeasibility plan in creating a pilot line to produce graphene-enhanced anodes and Li-ion batteries.

Dr. Nazarpour, president and CEO of Nanoxplore, commented: "We are thrilled to be in a position to further explore and apply our graphene technology to Li-ion batteries. We believe graphene significantly enhances the performance of the current Li-ion-battery anodes. Having said that, the current selling price of graphene has become a roadblock in the commercial adoption within the battery supply chain. Our low-cost graphene-production technology enables us to reduce, or even remove, spherical graphite from Li-ion-battery anodes. This price advantage will help address future bottlenecks in the Li-ion-battery supply chain. I believe this is a great medium-term growth opportunity for Nanoxplore and we anticipate investing $2-million on this initiative over the next 24 months."

Nanoxplore will also be expanding its graphene-compounding capacity as the corporation expects to encounter a higher current demand for graphene in a plastic-pellet format compared with that of powder. As a result, the corporation will invest in a large, commercial-grade extruder that mixes graphene powder with plastics to create graphene-enhanced master-batch pellets. Nanoxplore expects to make the purchase of this equipment within the next six months.

All of the securities issued pursuant to the offering are subject to a statutory hold period, which will expire on Aug. 4, 2020, in accordance with applicable Canadian securities laws. The offering remains subject to the final approval of the TSX-V.

Certain officers and other insiders of the company participated in the offering and purchased an aggregate of 4,063,393 common shares for aggregate gross proceeds of $5,282,411. Participation by insiders of the corporation in the offering is considered a related-party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (Regulation 61-101 respecting protection of minority security holders in special transactions in Quebec). The corporation is exempt from the requirements to obtain a formal valuation and minority-shareholder approval in connection with the insiders' participation in the offering in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the private placement by the insiders did not exceed 25 per cent of the fair market value of the corporation's market capitalization.

About Nanoxplore Inc.

Nanoxplore is a graphene company, a manufacturer and supplier of high-volume graphene powder for use in industrial markets. The company provides standard and custom graphene-enhanced plastic and composite products to various customers in transportation, packaging, electronics and other industrial sectors.

We seek Safe Harbor.

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