Northern Graphite:

Northern Graphite Retains Mr. Hugues Jacquemin as Special Advisor
January 31, 2022 – Northern Graphite Corporation (NGC:TSX-V, NGPHF:OTC) (the “Company” or “Northern”) is pleased to announce that it has retained Hugues Jacquemin to act as a Special Advisor to the Board on matters relating to development of the Company’s Bissett Creek graphite project, management and operation of assets being acquired from subsidiaries of Imerys Group (“Imerys”) (see December 2, 2021 announcement), and the evaluation of opportunities to expand the Company’s business through acquisitions, joint ventures and strategic partnerships.

Hugues has over 30 years of senior management experience in a number of diverse industries including graphite mining and processing, lithium ion and other battery materials, fuel cells and hydrogen production, graphene and carbon nanotubes, graphite and carbon materials including carbon black and carbon and glass fibre composites. Hugues was previously Chief Executive Officer of the Graphite and Carbon Division of Imerys and acted as an independent expert for NINE58 Advisors, an arm’s length investment advisory firm based in the United Kingdom which advised Northern on the acquisitions from Imerys.

Gregory Bowes, CEO commented that “Northern is very pleased to have retained the services of a very experienced graphite executive such as Hugues who will help guide the Company as we continue to expand and grow. The recent acquisition of assets from Imerys was just the first step in this process.”

About Northern Graphite

Northern Graphite is a Canadian company, listed on the TSX-V, that is focussed on becoming a world leader in the production of natural graphite and upgrading mine concentrates into high value products including many critical to the green energy revolution such as electric vehicles, lithium-ion batteries, fuel cells and graphene.

On December 2, 2022 the Company announced that it had entered into binding purchase agreements to acquire the producing Lac des Iles graphite mine in Quebec and the Okanjande graphite deposit/Okorusu processing plant in Namibia from Imerys (the “Transaction”). Closing of the Transaction is subject to a number of conditions including approval of the TSX-V, completion of a $20 million equity financing being led by Sprott Capital Partners LP and completion of US$40 million in debt/royalty/stream financing with Sprott Resource Streaming and Royalty Corp.

On completion of the Transaction, Northern will become the only North American and the world’s third largest non- Chinese graphite producing company. In addition, Northern will have two large scale development projects in politically stable jurisdictions that will enable the Company to significantly expand production to meet growing demand from the EV/battery markets.

January 17, 2022: Northern Graphite Corporation (NGC:TSX-V, NGPHF:OTC Pink) (the “Company” or “Northern”) is pleased to provide the terms of the private placement (the “Private Placement”) being conducted in connection with its previously announced acquisition of the producing Lac des Iles graphite mine in Quebec and the Okanjande graphite deposit/Okorusu processing plant in Namibia from subsidiaries of Imerys Group (“Imerys”) for approximately US$40 million (the “Transaction”).

Under the Private Placement, Northern, through a syndicate of agents led by Sprott Capital Partners LP (the “Lead Agent”) and including Cormark Securities Inc., Canaccord Genuity Corp. and Tamesis Partners LLP (collectively with the Lead Agent, the “Agents”), will sell, on a commercially reasonable efforts private placement basis, up to 26,750,000 subscription receipts of the Company (the “Subscription Receipts”) at a price of C$0.75 per Subscription Receipt to raise aggregate gross proceeds of approximately C$20 million. The Agents shall have the option, exercisable at any time prior to three business days before the closing date, to increase the size of the Private Placement by up to 4,012,500 Subscription Receipts under the same terms for additional gross proceeds of up to approximately C$3 million. Affiliates of the Sprott Group have indicated their intention to participate in the Private Placement through an investment of approximately $3.75 million in Subscription Receipts.

The net proceeds from the Private Placement will be used by the ‎Company to partially fund the purchase price for the Transaction. In addition, US$3 million of the purchase price for the Transaction will be satisfied by issuing Units to Imerys on the same terms and conditions as the Units issuable on exercise of the Subscription Receipts.

Each Subscription Receipt shall be deemed to be automatically exercised, without payment of any additional consideration and without further action on the part of the holder thereof, into one unit of Northern (a “Unit”) upon satisfaction of the Escrow Release Conditions (as defined below). Each Unit shall be comprised of one common share of Northern (a “Common Share”), and one-half of one share purchase warrant of Northern (each whole warrant, a “Warrant”). Each Warrant shall be exercisable to acquire one Common Share at a price of C$1.10 per Common Share for a period of 24 months from the date the Escrow Release Conditions are satisfied.

The gross proceeds of the Private Placement, less 50% of the Agents’ cash commission (as described below) and certain expenses of the Agents, will be deposited in escrow on closing of the Private Placement until the satisfaction of certain release conditions, including that all conditions precedent to the proposed Transaction have been met (the “Escrow Release Conditions”).

In the event that the Escrow Release Conditions have not been satisfied prior to 80 days following the closing of the Private Placement, or the Company advises the Lead Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions or that the proposed Transaction has been terminated, the aggregate issue price of the Subscription Receipts (plus any interest earned thereon) will be returned to the applicable holders of the Subscription Receipts, and the Subscription Receipts will be automatically cancelled and be of no further force and effect.

In connection with the Private Placement, the Agents will be entitled to receive a cash fee equal to 6% of the aggregate gross proceeds of the Private Placement, and such number of compensation warrants (the “Agent’s Warrants”) equal to 6% of the number of Subscription Receipts issued under the Private Placement. Each Agent’s Warrant will be exercisable for one Common Share at an exercise price of C$0.75 per Common Share for a period of 24 months following the date the Escrow Release Conditions are satisfied.

The Subscription Receipts will be offered in all provinces of Canada and such other jurisdictions as Northern and the Lead Agent may agree where the Private Placement can be offered and sold without the requirement to file a prospectus or similar document.

This press release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities being offered under the Private Placement have not been, and will not be registered, under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of any state in the United States and accordingly may not be offered or sold within the United States or to any person in the United States or to U.S. persons unless registered under the 1933 Act and any applicable state securities laws, or exemption from such registration requirements is available.

Completion of the Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.

January 4, 2022: Northern Graphite Corporation (NGC:TSX-V, NGPHF:OTC Pink) (the “Company” or “Northern”) is pleased to announce a number of new management appointments which are part of an ongoing process designed to strengthen the Company’s management team. These new additions will help guide Northern through the transition to an operating and producing company on closing of the previously announced acquisition of two graphite mines from Imerys SA. (read Press Release here) Northern is set to become the only North American and third largest graphite producer outside of China at a time when graphite demand is forecast to rise significantly due to growing EV demand.

David Marsh, B.Sc., Chief Operating Officer

Dave has 40 years of combined experience managing the process engineering divisions of leading international consulting companies and working in industry where he has led companies in taking their mining projects from the scoping level through to feasibility, construction and operations. Dave was previously Chief Operating Officer of Avalon Advanced Materials and General Manager, Project Development for Paladin Energy. He has extensive experience with operations in southern Africa, including Namibia.

Christopher Parks, CPA CGA Chief Financial Officer

Chris was previously Chief Financial Officer of Northern Vertex Mining Corp. and Corporate Controller of Imperial Metals Corporation and has over 20 years of experience managing the financial affairs of mining companies from the junior exploration stage to production and operations. Chris will act as CFO through the transition period.

Nathalie Pilon, CPA CMA, Director of Finance and Administration

Nathalie is a hands on financial professional who specializes in designing and implementing systems and controls that enable development stage companies to seamlessly transition to production and operations. She has previously performed this role through senior financial positions with Endeavor Mining, Roxgold Inc. and Orezone Gold Corporation.

Kirk Swales, Sales Manager

Kirk has over 35 years of sales and marketing experience in the graphite industry. For the last 17 years he has been with Imerys SA and was responsible for the sale of concentrates from the Lac des Iles mine.

Gregory Bowes, CEO commented that “on behalf of the Board of Directors I wish to welcome Dave, Chris, Nathalie and Kirk to the team as we embark upon a very exciting journey in transitioning from a development stage company to a producer. John McNeice CPA CA is resigning as CFO and the Board of Directors would like to thank him for the very capable and efficient manner in which he handled this role over the past four years. John will remain as Corporate Secretary and will assist with the transition of Northern’s finance functions to the new team.”

The Board of Directors has approved the issuance of a total of 975,000 stock options to the above-named individuals in connection with their appointment, subject to the approval of the TSX Venture Exchange with respect to pricing and other terms.

The appointments of Dave Marsh as Chief Operating Officer, Chris Parks as Chief Financial Officer and Nathalie Pilon as Director of Finance and Administration remain subject to the approval of the TSX Venture Exchange.

About Northern Graphite

Northern Graphite is a Canadian company, listed on the TSX Venture Exchange, that is focussed on becoming a world leading producer of natural graphite and on the upgrade of mine concentrates into high value products critical to the green energy revolution including electric vehicles, lithium-ion batteries, fuel cells and graphene, as well as advanced industrial technologies.

About Imerys Group

Imerys is the world leader in mineral-based specialty solutions for industry, with €3.8 billion in 2020 revenues and 16,400 employees, Imerys delivers high value-added, functional solutions to a diversified set of industrial sectors, from processing industries to consumer goods. The Group draws on its knowledge of applications, technological expertise and its material science know-how to deliver solutions based on beneficiation of its mineral resources, synthetic minerals and formulations. These contribute essential properties to customers’ products and performance, including refractoriness, hardness, conductivity, opacity, durability, purity, lightness, filtration, absorption and repellency. Imerys is determined to develop responsibly, in particular by fostering the emergence of environmentally-friendly products and processes.

December 30, 2021: Northern Graphite Corporation (NGC:TSX-V, NGPHF:OTCQB) (the “Company” or “Northern”) is pleased to provide this year end corporate and market update following a very positive year for the Company. 2021 started with the completion of a $3 million financing, which included a half warrant at $0.45 per share. The share price subsequently performed well with the last trade at $0.83. The Company diversified its asset base by optioning the South Okak nickel-copper-cobalt project and testing continued to confirm that concentrates from the Bissett Creek project are of the highest quality and suitable for all applications, especially lithium ion batteries. The year culminated with the announcement that Northern has agreed to acquire two producing graphite mines from Imerys SA. This transaction will arguably transform Northern into the leading public natural graphite company and one that is well positioned to benefit from the projected growth in EV and battery markets.

Acquisition of Imerys’ Natural Graphite Division

On December 2, 2021 the Company announced that it has signed binding agreements to acquire 100% ownership of the producing Lac des Iles graphite mine in Quebec (the “LDI Project”) and the Okanjande graphite deposit/Okorusu processing plant in Namibia (the “OK Project”) from subsidiaries of Imerys SA (collectively with any subsidiaries “Imerys”) for approximately US$40 million (the “Transaction). See press release here. Because the Transaction is considered a “Fundamental Acquisition”, it is subject to TSX Venture Exchange (“TSX-V”) approval and trading in the Company’s shares is halted until such time as the TSX-V completes a satisfactory review including National Instrument 43-101 Technical Reports for both the LDI Project and the OK Project and financial statements for the businesses/companies being acquired. The Company will provide further updates with respect to TSX-V approval and the trading halt as they develop.

Northern intends to raise US$55 million in financing to complete the Transaction and has signed a term sheet with Sprott Resource Streaming and Royalty Corp. for US$40 million in debt/royalty/stream financing and has engaged Sprott Capital Partners LP to act as lead agent with respect to an equity offering of up to US$15 million (collectively with any subsidiaries the “Sprott Group”). The Sprott Group intends to participate in the equity offering with an investment of US$3 million and Imerys will receive US$3 million in equity on the same terms as partial payment of the purchase price. Marketing of the equity offering has started through a syndicate of agents lead by the Sprott Capital Partners LP and including Cormark Securities Inc. and Canaccord Genuity Corp. and Tamesis Partners LLP. Pricing and other terms for the financing, which is being completed on a private placement basis, will be determined within the context of the market. It is expected that the proceeds of the financing will be placed into escrow and released on closing of the Transaction. Any shareholders of Northern who qualify as “accredited investors” and who wish to participate should contact their broker, the agents or the Company for additional information. For a definition of Accredited Investors please click here.

As a result of the Transaction Northern will become the only North American and the world’s third largest non-Chinese graphite producing company. Gregory Bowes, CEO commented that: “We believe completion of the Transaction will make Northern the leading public graphite company by virtue of having substantial near term production and two large scale development projects that will enable the Company to significantly expand production to meet growing demand from the EV/battery markets. All projects have high quality “battery grade” concentrate and are located close to infrastructure in politically stable countries.”

Closing of the Transaction requires a number of other conditions to be met including closing of the financing package and approval of the Namibian Competition Committee. The Company will provide further updates with respect to the status of these approvals as they develop.

Any securities to be offered pursuant to the proposed equity offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any securities laws of any state of the United States and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom.

Corporate Strategy for 2022 and Beyond

1. Complete the Imerys acquisition and associated financing

2. Expand corporate leadership to manage the Company’s rapid growth

3. Bring the Namibian operation back into production in 2022

4. Develop strategic partnerships in the graphite/battery space

5. Extend and expand the mine life at Lac des Iles

6. Implement a strategy to manufacture battery anode material

7. Finance and start construction of the Bissett Creek Project

8. Acquire/develop the capacity to produce value added products for industrial markets

9. Acquire/develop the capacity to manufacture graphene based products

10.Significantly expand production from Bissett Creek and Namibia as EV/battery market demand grows

Graphite Market Update

Graphite is the anode material in a lithium ion battery (“LiB”) and its single largest component. Despite the rapid growth in the EV/battery market, graphite prices have lagged other battery minerals due to excess production capacity in China. It has been the Company’s position that EV sales needed to reach the five million vehicles per year range for them to have a meaningful effect on the graphite market. That now appears to be happening.

Bloomberg has estimated that 2021 will be "yet another record year for EV sales globally with 5.6 million sold”. That is 83% higher than 2020 sales, a 168% increase over 2019 and about five per cent of the new car market. Bloomberg expects EVs to make up 20-30% of new car sales by 2025 based on "proposed and confirmed rules".

While Graphite has underperformed other battery minerals to date, the substantial growth in EV/battery demand is now having an effect on supply/demand/pricing and this is just beginning to be reported by the mainstream press.

Reuters: Battery makers grapple with graphite supply
In addition, supply is being restricted by the winter shut down of operations in Luobei, a major Chinese graphite producing region near the Russian border. Producers generally build inventory to carry them through to spring but this year there is no inventory because of high battery demand. Fastmarkets (formerly Industrial Minerals) reports that “prices continue to set historic new highs, with the latest assessment up by 41.5% since September.” “We are not quoting prices now because we have zero stock,” a supplier in Heilongjiang said.

Most recently, Tesla announced an offtake agreement for natural graphite based anode material making it one of the first major battery/auto makers to publicly recognize the graphite supply problem. A number of LiB manufacturing plants are in operation or under construction in North America and it will take multiple graphite mines/conversion plants to supply them. Shipping all that material around the world is not a green or economic solution.

About Northern Graphite

Northern Graphite is a Canadian company, listed on the TSX Venture Exchange, that is focussed on becoming a world leading producer of natural graphite and on the upgrade of mine concentrates into high value products critical to the green energy revolution including electric vehicles, lithium-ion batteries, fuel cells and graphene, as well as advanced industrial technologies.

About Imerys Group

Imerys is the world leader in mineral-based specialty solutions for industry, with €3.8 billion in 2020 revenues and 16,400 employees, Imerys delivers high value-added, functional solutions to a diversified set of industrial sectors, from processing industries to consumer goods. The Group draws on its knowledge of applications, technological expertise and its material science know-how to deliver solutions based on beneficiation of its mineral resources, synthetic minerals and formulations. These contribute essential properties to customers’ products and performance, including refractoriness, hardness, conductivity, opacity, durability, purity, lightness, filtration, absorption and repellency. Imerys is determined to develop responsibly, in particular by fostering the emergence of environmentally-friendly products and processes.

Glad I accumulated some stock last few weeks. This looks real good

great news, I wonder how long the halt will be?

2021-12-02 17:22 ET - News Release


Mr. Gregory Bowes reports

NORTHERN GRAPHITE TO ACQUIRE TWO GRAPHITE MINES FROM IMERYS GROUP

Northern Graphite Corp. has signed binding purchase and sale agreements to acquire 100-per-cent ownership of the producing Lac des Iles graphite mine (LDI) in Quebec from a subsidiary of Imerys Group, and the Okanjande graphite deposit/Okorusu processing plant in Namibia from Imerys and its joint venture partner for approximately $40-million (U.S.). Closing of the transaction is subject to a number of conditions, including the approval of the TSX Venture Exchange. The transaction is considered a "fundamental acquisition" under TSX Venture Exchange policies, and, accordingly, trading in the company's shares has been halted until the earlier of satisfactory review of the transaction by the TSX-V or closing of the transaction.

Northern intends to raise $55-million (U.S.) in financing to complete the transaction, which includes payment of the purchase price, capital improvements, reclamation bonding, working capital and transaction expenses. The company has signed a term sheet with Sprott Resource Streaming and Royalty Corp. for $40-million (U.S.) in debt/royalty/stream financing and an engagement letter with Sprott Capital Partners LP to act as lead agent with respect to an equity offering of up to $15-million (U.S.). The Sprott group intends to participate in the equity offering with an investment of $3-million (U.S.), and Imerys will receive $3-million (U.S.) in equity, on the same terms as the offering, as partial payment of the purchase price. Imerys is also providing other support for the transaction. Further details on the financing are provided below.

Gregory Bowes, chief executive officer, commented: "This is a truly transformational deal that will elevate Northern from one of over 20 junior graphite companies looking for project financing to being the only North American and the world's third-largest (1) non-Chinese graphite-producing company. In addition, Northern will have two large-scale development projects in stable jurisdictions that will enable the company to significantly expand production to meet growing demand from the [electric vehicle]/battery markets." He added, "Following completion of the transaction, Northern intends to aggressively expand into value-added EV/battery, graphene and industrial markets through both acquisitions and investments."

Transaction highlights:

Northern is acquiring 40,000 to 50,000 tonnes per year of graphite concentrate production capacity, which will make it the third-largest (1) natural graphite producing company outside of China;
The company will become the only significant North American graphite producer, and will acquire an existing customer base and market share;
The Namibian operation will be brought back on-line, and enable Northern to expand its market share in North America and Europe by reducing dependence on Chinese supply;
The transaction will provide a platform from which to finance and develop Northern's Bissett Creek deposit, which an independent source has rated as the highest-margin graphite project in the world;
The Lac des Iles, Bissett Creek and Okanjande deposits are all located close to infrastructure in politically stable countries with high ESG (environmental, social, governance) standards;
Third party sources have verified that all deposits have high-quality flake graphite that is suitable for all battery and industrial applications which is not the case with all deposits;
Both Bissett Creek and Okanjande have substantial measured and indicated resources, which provide the ability to significantly expand production to meet growing demand from the EV/battery markets.
(1) As per study by Benchmark Mineral Intelligence.

Acquisition summary

Under the terms of the purchase and sale agreements for the transaction, Northern will acquire all of the assets of the LDI operation and all of the outstanding shares of Imerys Geckco Holdings (Namibia) Pty. Ltd. (JVCo), on a cash and debt-free basis. The purchase price is approximately $40-million (U.S.), and Northern will assume rehabilitation obligations for the eventual closure of LDI which have been estimated at $6.6-million (U.S.).

The agreements provide for, among other things, customary representations, warranties, conditions precedent and termination rights. Completion of the transaction is targeted for on or about Jan. 15, 2022, and is subject to customary closing conditions, including closing of the related acquisition financings and receipt of regulatory and other approvals, including the approval of the TSX-V and, for the acquisition of JVCo, the approval of the Namibian Competition Commission. As the terms of the transaction were negotiated at arm's length and as no new control persons are expected to be created under the transaction or related financings, shareholder approval is not expected to be required. The agreements provide for an outside date of five months for completion of the transaction, subject to extension through agreement of the parties.

Lac des Iles has been in operation for over 20 years and is the only significant graphite producer in North America. It will produce up to 15,000 tonnes of graphite concentrate annually over the next three years, and the company believes there are opportunities to extend and expand production. With LDI, the company is also acquiring an established market share and customer base that can be transitioned to supply from Namibia and Bissett Creek. The company intends to file a technical report with respect to LDI in accordance with National Instrument 43-101 within 45 days of the date hereof.

The Namibian operation consists of the Okanjande graphite deposit and a processing facility located 78 kilometres away at the idle Okorusu fluorspar mine, which Imerys retrofitted to process graphite-bearing material. The JV started mining operations at Okanjande in 2017, and the material was trucked to Okorusu for processing. The processing plant did not perform to expectations, and it was put on care and maintenance in November, 2018.

Northern has developed a plan to modify the Okorusu processing plant to increase throughput and recovery, and improve the flake size distribution. The plan will cost approximately $7-million (U.S.) and take up to nine months to implement and bring the operation back into production at a rate of approximately 30,000 tpy. Namibia is one of the best jurisdictions in Africa in which to operate, Okanjande graphite is of the highest quality, the operation has access to grid power, and it is five hours over good roads from the deepwater port of Walvis Bay, which provides ready access to European and North American markets. These attributes, plus a much shorter time to market, provide a competitive advantage over other African graphite projects. Northern's ultimate plan is to build a large new processing plant adjacent to the Okanjande deposit to produce 100,000 to 150,000 tpa of graphite concentrate to meet rapidly growing EV and battery demand.

The Okanjande/Okorusu operation is based on a weathered, measured and indicated resource of 6.1 million tonnes (Mt) grading 4.7 per cent graphitic carbon. There is also an inferred weathered resource of 1.2 Mt grading 3.9 per cent and a number of "weathered" exploration targets outside the main deposit. The weathered resources overlie fresh rock, measured and indicated resources of 28.8 Mt grading 5.3 per cent (1.5 Mt of contained graphite), and fresh rock inferred resources of 24.3 Mt grading 4.5 per cent (1.1 Mt of contained graphite). All resources were calculated with a 3-per-cent cut-off grade and have not yet been closed off by drilling.

While Okanjande resources have been reviewed by an independent qualified person as part of the company's due diligence, the company is treating them as historical in nature as an independent qualified person has not done sufficient work to fully verify them and therefore they should not be relied upon. Northern intends to file a technical report with respect to Okanjande in accordance with National Instrument 43-101 within 45 days of the date hereof.

Northern's Bissett Creek project is an advanced-stage project with a full feasibility study. It is located in the southern part of Canada between the cities of North Bay and Ottawa, and close to the Trans-Canada Highway providing ready access to labour, supplies, equipment, natural gas and markets. An independent study estimates that Bissett Creek will have the highest margin of any existing or proposed graphite deposit due to it having the highest-quality concentrates, a very favourable location and simple metallurgy. Measured and indicated resources include 1.74 million tonnes of contained graphite (almost 600,000 tonnes of which are proven and probable reserves), and inferred resources contain an additional 400,000 tonnes of graphite. The company plans to start production at 25,000 tpy and to expand production to 80,000 to 100,000 tpy as the EV/battery markets grow (based on measured and indicated resources only).

Financing summary

The consummation and execution of Northern's business plan will require approximately $55-million (U.S.) in financing for payment of the transaction purchase price and expenses, capital expenditures related to the restart of operations in Namibia, reclamation bonding, and working capital. The transaction will be financed through a combination of debt, sale of a royalty and stream on the assets being acquired and other support from Imerys. Northern has signed a term sheet with Sprott for $40-million (U.S.) in financing consisting of a $15-million (U.S.) senior secured debenture, $5-million (U.S.) for a royalty on LDI and a $20-million (U.S.) stream financing on the Namibian project, as follows:

Debenture: Senior secured debenture of Northern in the principal amount of $15-million (U.S.) issued at a 2-per-cent discount and maturing 48 months from issuance. The debenture will bear interest at 9 per cent plus the greater of U.S. three-month LIBOR (London interbank offered rate) or 1 per cent; interest will be payable and compounded semi-annually except that, at Northern's option, interest payable during the initial 12 months can be capitalized and added to the principal of the debenture. The debenture will be a senior secured obligation of the company secured against the LDI assets and the Namibian project. As partial consideration for entering into the debenture, the company will issue Sprott warrants to purchase six million common shares of Northern at an exercise price equal to a 35-per-cent premium to the share price for the equity financing as described below for a period of two years;
Royalty financing: $5-million (U.S.) for purchase of a 9-per-cent royalty on graphite concentrate sales revenue from LDI. The royalty will be secured on title to the project, and Sprott will be granted a right of first refusal with respect to any proposed grant of a stream, royalty or similar transaction on the company's Bissett Creek project. As partial consideration for entering into the royalty, the company will issue Sprott warrants to purchase 1.5 million common shares of Northern at an exercise price equal to a 35-per-cent premium to the price for the equity financing as described below for a period of two years;
Streaming financing: Upfront advance of $20-million (U.S.) on a commodity purchase agreement for 11.25 per cent of the graphite produced by the Namibian project until 350,000 tonnes of contained graphite in concentrate have been produced and delivered, at which time the stream will convert to a 1-per-cent royalty for the remaining life of the Okanjande deposit. The stream will be secured by the same security package as the debenture, and Sprott will be granted a right of first refusal with respect to any proposed grant of a stream, royalty or similar transaction on the Okanjande deposit. As partial consideration for entering into the stream, the company will issue Sprott warrants to purchase 4.5 million common shares of Northern at an exercise price equal to a 35-per-cent premium to the share price for the equity financing as described below for a period of two years. The company will have the option, subject to any consents or approvals required under the debenture, to reduce the stream percentage by up to 50 per cent upon payment of $15.25-million (U.S.) in 2024 or $17.5-million (U.S.) in 2025. This option will be exercisable in whole or in part on a pro rata basis.
These financings will be completed in connection with the closing of the transaction, subject to completion of due diligence, definitive documentation and other customary closing conditions, including the approval of the TSX-V.

Equity financing

The company plans to conduct a brokered private placement of subscription receipts for proceeds of up to $15-million (U.S.). The Sprott group intends to participate in the offering with a total investment of $3-million (U.S.), and Imerys will receive $3-million (U.S.) in equity, on the same terms as the offering, as partial payment of the purchase price. Pricing and other terms for the private placement will be determined in the context of the market. It is expected that the proceeds will be placed into escrow and released on closing of the transaction.

A finder's fee is payable in connection with the transaction to NINE58 Advisors, an arm's-length investment advisory firm based in London, United Kingdom, in the amount of 1.5 per cent of the acquisition cost.

Something substantial and imminent must be behind this move? Clock is ticking. Possible halt? Looks like the days of this being a penny stock are possibly over for good...

looks like the stock is breaking out on the chart. I added a bit more today. Last at $0.88

Northern Graphite on Streetwise

www.streetwisereports.com/article/2021/1...8-21&utm_id=42244826

Great chart, you are not alone, I bought on Ron's last update too

www.playstocks.net/images/sampledata/Member2021/Oct15-salt.pdf

Has been quiet here. Big long term break out on the chart yesterday. Glad I bought some on Ron's last update.

Cambridge House interview quite good: