Northern Graphite acquiring two mines for US$40 million

Northern Graphite Corp. [NGC-TSXV; NGPHF-OTCQB] has agreed to acquire a 100% interest in two graphite mines from French industrial minerals company Imerys Group for US$40 million, a move that CEO Greg Bowes described as “transformational” for the company.

The assets being acquired include the producing Lac des Iles graphite mine in Quebec and the Okanjande graphite deposit/Okorusu processing plant in Namibia. The Namibian project is held by Imerys and a joint venture partner.

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. As a result, trading in the company’s shares has been halted pending a satisfactory review by the TSX-V or closing of the transaction, whichever occurs firs.

Northern Graphite said it intends to raise US$55 million 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 US$40 million 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 US$15 million.

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 the offering, as partial payment for the purchase price. Imerys is also providing other support for the transaction.

Northern Graphite is a mineral development and technology company that has been working to develop its flagship Bissett Creek graphite deposit in northern Ontario.

The company is also focused on upgrading mine concentrates into high value components used in lithium-ion batteries, electric vehicles, fuel cells, graphene and other advanced technologies.

Its aim has been to become a leading supplier of graphite, an industrial mineral that has long been associated with steel manufacturing, lead pencils and golf clubs, but is now a key ingredient used in the production of electric vehicles.

Speaking about the acquisition of the Imerys assets, Bowes said: “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 non-Chinese graphite-producing company.”

In addition, he said Northern will have two large-scale development projects in stable jurisdictions that will enable the company to significantly expand production to meet growing demands from the [electric vehicle]/battery markets,” Bowes said.

Transaction highlights include the acquisition of 40,000 to 50,000 tonnes per year of graphite concentrate production capacity. The Namibian operation will be brought back on line, enabling Northern Graphte to expand its market share in North America and Europe.

Terms of the deal were announced just before the market close on December 2, 2021, when Northern Graphite shares were priced at 83 cents and trade in a 52-week range of 92 cents and 23 cents.