MONTREAL,
Jan. 13, 2014 /PRNewswire/ - Mason
Graphite Inc. ("Mason Graphite" or the "Company") (TSXV: LLG)
(OTCQX: MGPHF) announces that it has signed a letter agreement with
Group NanoXplore Inc. ("NanoXplore") whereby Mason Graphite would
purchase up to 40% of the issued and outstanding shares of
NanoXplore for $700,000 (the
"Proposed Transaction"). In connection with the Proposed
Transaction, a private placement for 875,000 common shares of the
Company at a price of $0.80 has been
fully subscribed for by members of the management teams of Forbes
& Manhattan and Mason
Graphite. The issue price represents a 12.7% premium to Friday's
closing price of $0.71.
NanoXplore is a privately held research and
development company focused on developing low cost, large-scale
production of graphene from natural flake graphite, and integrating
it into several industries including energy and textiles. Graphene
can be produced using a variety of processes, including Chemical
Vapor Deposition (CVD) and liquid exfoliation, however many of them
are not scalable and are associated with higher processing costs.
NanoXplore's proprietary technique is a low cost, low energy,
safe and scalable electrochemical conversion method which turns
natural flake graphite into graphene. For more information
about NanoXplore, visit www.nanoxplore.ca.
"We are thrilled with the synergies between
Mason Graphite and NanoXplore," commented Benoît Gascon, President
and CEO of Mason Graphite. "This mutually beneficial alliance will
connect our expert teams and combine potential low cost flake
graphite production from our Lac Guéret project and potential low
cost graphene production from NanoXplore's process. Through this
strategic alliance, we will eventually become NanoXplore's
exclusive supplier of natural flake graphite and we will actively
be involved in all facets of their sales and marketing activities.
Customers seeking flake graphite are potential customers of
graphene; as such, we strongly believe that the relationships we
have developed with global graphite customers in the last two
decades will greatly benefit NanoXplore's market penetration and
distribution abilities. We are eager to work with NanoXplore and to
include graphene in our business model, a substance which The Wall
Street Journal last year labelled as a "wonder material"."
NanoXplore was founded in 2011 by Soroush Nazarpour, B.Sc, M. Sc, Ph.D., who
started his academic career with a Materials Engineering degree
from the Sahand University of Technology. Mr Nazarpour continued
his studies at the University of
Barcelona where he obtained his Masters in Nanoscience and
Nanotechnology, and a Ph. D. in Nanoscience. Mr Nazarpour is a
published author of two books and a number of scientific
journals.
The Proposed Transaction would be completed in
two tranches, with Mason Graphite purchasing a 20% interest in
NanoXplore on or before January 31,
2014 in consideration for $350,000 (the "First Tranche"), and having the
right to purchase an additional 20% interest in NanoXplore on or
before July 31, 2014 (the "Second
Tranche") for an additional $350,000
if Mason Graphite is satisfied with the business, operations and
progress of NanoXplore over the six-month period following the
completion of the first tranche.
Upon the closing of the First Tranche,
NanoXplore will appoint Mason Graphite as its sales, marketing and
distribution agent and, upon closing of the Second Tranche,
NanoXplore will appoint Mason Graphite as its supplier of graphite
once production commences.* In addition, upon closing of the First
Tranche, NanoXplore will appoint Benoît Gascon, Mason Graphite's
President and CEO, as the Chairman of its Board of Directors, and
Luc Veilleux, Mason Graphite's
Executive Vice President, Chief Financial Officer and Corporate
Secretary, as a director and its Chief Financial Officer.
Following the completion of some key milestones,
NanoXplore will explore the possibility of an Initial Public
Offering ("IPO") in order to improve its visibility and access to
financing.
The completion of the Proposed Transaction is
subject to customary closing conditions, including the negotiation
of definitive agreements and the completion of a due diligence
review of NanoXplore by Mason Graphite. The parties anticipate
closing the First Tranche on or before January 31, 2014.
$700,000 Fully
Subscribed Private Placement
The Company also announces a private placement,
fully subscribed for by members of the management teams of Forbes
& Manhattan and Mason
Graphite, of 875,000 common shares of Mason Graphite at a price per
common share of $0.80 for gross
proceeds of $700,000 (the
"Offering"). The price of $0.80 per
common share represents a 12.7% premium to Mason Graphite's
January 10, 2014 closing price of
$0.71. Mason Graphite intends to use
the proceeds of the private placement to fund the equity investment
in NanoXplore and for general corporate purposes.
Stan Bharti,
Chairman of Forbes & Manhattan, commented: "Mason Graphite has
secured a large ownership position in NanoXplore on favourable
terms due to the contribution of its knowledgeable and experienced
team. We are very excited about this investment opportunity and
strongly believe that the combined expertise of NanoXplore and
Mason Graphite will generate tremendous value."
The closing date of the Offering is scheduled to
occur on or about January 17, 2014.
The common shares issued pursuant to the Offering will be subject
to a hold period of four months and one day from the date of
closing. The Offering is subject to customary closing conditions,
including TSX Venture Exchange approval.
Qualified Person
Jean L'Heureux, Eng., Mason
Graphite's Executive Vice-President of Process
Development and a Qualified Person as defined by National
Instrument 43-101, has reviewed and approved the scientific and
technical content of this press release.
About Mason Graphite
Mason Graphite is a Canadian mining company
focused on the exploration and development of its 100% owned Lac
Guéret graphite property, located in northeastern Québec. The
property hosts a National Instrument 43-101 compliant Mineral
Resource featuring 50,024,000 tonnes grading 15.6% Cg, including
6,672,000 tonnes grading 32.4% Cg, in the Measured and Indicated
categories and 11,861,000 tonnes grading 17.1% Cg, including
2,637,000 tonnes grading 30.5% Cg, in the Inferred category (see
press release dated December 5,
2013). Excellent potential exists for further mineral
growth. A Preliminary Economic Assessment study was completed on a
7.6Mt mineral resource estimate from July
2012 which features 22 years of production at 27.4% Cg and a
pre-tax internal rate of return of 33.7% (see technical report
entitled "Technical Report on the Preliminary Economic Assessment,
Lac Gueret Graphite Project, Quebec,
Canada" effective April 22,
2013). The Company's senior management team possesses
significant graphite expertise from their experience at
Timcal/Imerys, including Benoît Gascon, CPA, CA, who held executive
positions for 20 years, including over 6 years as President and
CEO; Jean L'Heureux, Eng., Executive Vice-President, Process
Development, with over 20 years of experience; and Luc Veilleux, CPA, CA, Chief Financial Officer
and Executive Vice-President, with 8 years of experience. Timcal,
now owned by Imerys, is one of the largest graphite producers in
the world.
For more information about Mason Graphite,
visit www.masongraphite.com or
contact info@masongraphite.com.
Stay
Connected: Twitter: @MasonGraphite Facebook: /MasonGraphite
Cautionary Statements
This press release contains "forward-looking
information" within the meaning of Canadian securities legislation.
All information contained herein that is not clearly historical in
nature may constitute forward-looking information. Generally, such
forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved". Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information, including but not limited to: (i)
volatile stock price; (ii) the general global markets and economic
conditions; (iii) the possibility of write-downs and impairments;
(iv) the risk associated with exploration, development and
operations of mineral deposits; (v) the risk associated with
establishing title to mineral properties and assets; (vi) the risks
associated with entering into joint ventures; (vii) fluctuations in
commodity prices; (viii) the risks associated with uninsurable
risks arising during the course of exploration, development and
production; (ix) competition faced by the resulting issuer in
securing experienced personnel and financing; * access to adequate
infrastructure to support mining, processing, development and
exploration activities; (xi) the risks associated with changes in
the mining regulatory regime governing the resulting issuer; (xii)
the risks associated with the various environmental regulations the
resulting issuer is subject to; (xiii) risks related to regulatory
and permitting delays; (xiv) risks related to potential conflicts
of interest; (xv) the reliance on key personnel; (xvi) liquidity
risks; (xvii) the risk of potential dilution through the issue of
common shares; (xviii) the Company does not anticipate declaring
dividends in the near term; (xix) the risk of litigation; and (xx)
risk management.
Forward-looking information is based on
assumptions management believes to be reasonable at the time such
statements are made, including but not limited to, continued
exploration activities, no material adverse change in metal prices,
exploration and development plans proceeding in accordance with
plans and such plans achieving their stated expected outcomes,
receipt of required regulatory approvals, and such other
assumptions and factors as set out herein. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such forward-looking information will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in such forward-looking
information. Such forward-looking information has been provided for
the purpose of assisting investors in understanding the Company's
business, operations and exploration plans and may not be
appropriate for other purposes. Accordingly, readers should not
place undue reliance on forward-looking information.
Forward-looking information is made as of the date of this press
release, and the Company does not undertake to update such
forward-looking information except in accordance with applicable
securities laws.
* Mason Graphite has not made a production
decision. A decision to proceed with production will be based the
results of a feasibility study demonstrating economic and technical
viability. The timing and results of such study are not guaranteed
and no inference should be made in this regard.
Mineral resources that are not mineral
reserves do not have demonstrated economic viability. The estimate
of mineral resources may be materially affected by environmental,
permitting, legal, title, taxation, sociopolitical, marketing, or
other relevant issues.
The quantity and grade of reported inferred
mineral resources in this news release are uncertain in nature and
there has been insufficient exploration to define these inferred
mineral resources as indicated or measured mineral resources and it
is uncertain if further exploration will result in upgrading them
to indicated or measured mineral resources.
The PEA is preliminary in nature and includes
Inferred Mineral Resources, which are considered too geologically
speculative to have mining and economic considerations applied to
them that would enable them to be categorized as mineral reserves.
Mineral resources that are not mineral reserves do not have
demonstrated economic viability. There is no certainty that the
reserves development, production, and economic forecasts on which
the PEA is based will be realized.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE Mason Graphite Inc.