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.