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nano one materials corp. ( TSX: NANO,OTC:NNOMF ) (" nano one " or the " Company ") is pleased to announce that it has priced its previously announced "commercially reasonable efforts" overnight marketed underwritten offering (the " Offering ") of units (the " Units ") of the Company.
Pursuant to the Offering, the Company intends to issue 4,650,000 Units at a price of C$1.40 per Unit (the " Offering Price ") for gross proceeds of approximately C$6.51 million. Each Unit shall be comprised of one common share of the Company (a " Unit Share ") and one-half of one common share purchase warrant (each whole warrant, a " Warrant "). Each Warrant shall be exercisable into one common share of the Company (a " Warrant Share ") for a period of 24 months from the Closing Date (as herein defined) at an exercise price of C$1.75 per Warrant Share, subject to adjustment in certain events.
The Offering is expected to be completed pursuant to an underwriting agreement (the " Underwriting Agreement ") to be entered into between the Company and Canaccord Genuity Corp. as lead underwriter and sole bookrunner (" Canaccord Genuity " or the " Lead Underwriter "), and a syndicate of underwriters including Roth Canada Inc. and Cormark Securities Inc. (collectively with the Lead Underwriter, the " Underwriters "). The Company has agreed to grant the Underwriters an over-allotment option (the " Over-Allotment Option ") exercisable, in whole or in part, in the sole discretion of the Lead Underwriter, to purchase up to an additional 15% of the number of Units sold in the Offering for up to 30 days from the closing date of the Offering. The Over-Allotment Option is exercisable to acquire Units, Unit Shares and/or Warrants (or any combination thereof) at the discretion of the Lead Underwriter.
The Units will be offered by way of a prospectus supplement (the " Prospectus Supplement ") to the Company's base shelf prospectus dated April 26, 2024 (the " Base Shelf Prospectus ") to be filed in each of the provinces of Canada, except Quebec, and the Units may be also offered in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933 , as amended (the " 1933 Act "), subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange, and in those other jurisdictions outside of Canada and the United States, provided that no prospectus filing or comparable obligation arises in such other jurisdiction.
The net proceeds of the Offering are expected to be used for, business development activities, expansion of the Company's Candiac facility, working capital and general corporate purposes.
The closing of the Offering is expected to occur on or about December 10, 2025 and will be subject to market and other customary closing conditions (the " Closing Date ").
The Base Shelf Prospectus is available under the Company's profile on SEDAR+ at www.sedarplus.ca and upon the signing of the Underwriting Agreement, the Prospectus Supplement will be filed and available on SEDAR+ at www.sedarplus.ca . Alternatively, the Prospectus Supplement and accompanying Base Shelf Prospectus may be obtained free of charge and upon request by contacting the Company by email at info@nanoOne.ca .
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable U.S. state securities laws.
About nano one materials corp.
nano one is a technology company changing how the world makes cathode active materials for lithium-ion batteries. Applications include stationary energy storage systems (ESS), portable electronics, and electric vehicles (EVs). The Company's patented One-Pot process reduces costs, is easier-to permit, lowers energy intensity, environmental footprint, and reliance on problematic supply chains. The Company is supporting the drive towards energy security, supply chain resilience, industrial competitiveness and increased performance through process innovation. Production is being piloted and demonstrated in Candiac, Quebec, drawing on the existing plant and decades of commercial lithium-iron phosphate (LFP) manufacturing experience. Strategic collaborations and partnerships with international companies like Sumitomo Metal Mining, Rio Tinto, and Worley are supporting a design-one-build-many licensing growth strategy—delivering cost-competitive, easier-to-permit, and faster-to-market battery materials production solutions worldwide. nano one has received funding from the Government of Canada, the Government of the United States, the Government of Québec, and the Government of British Columbia. For more information, please visit www.nanoOne.ca.
Company Contact
Paul Guedes
(604) 420-2041
Cautionary Note Regarding Forward-Looking Statements
This press release may contain statements that may be deemed to be "forward-looking statements" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information, including, but not limited to, statements regarding the anticipated terms of the Offering, the anticipated entry into the Underwriting Agreement and the anticipated terms thereof, the exercise of the Over-Allotment Option, the anticipated timing of the closing of the Offering, the anticipated use of the net proceeds of the Offering, the anticipated filing of the Prospectus Supplement and the anticipated offering of Units in the United States or any other jurisdiction pursuant to the Offering. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "proposed", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects nano one's current beliefs and is based on information currently available to nano one and on assumptions we believes are reasonable. These assumptions include, but are not limited to assumptions regarding: the Offering, including, but not limited to the terms of the Offering, the entry into the Underwriting Agreement and the terms thereof, the exercise of the Over-Allotment Option, the timing of the closing of the Offering, the use of the net proceeds of the Offering, the filing of the Prospectus Supplement and the offering of Units in the United States or any other jurisdiction pursuant to the Offering; changes to market conditions; changes to the regulatory climate; and such other factors and risks as disclosed in the Company's most recent annual information form, management's discussion and analysis and other documents filed from time to time under the Company's profile on SEDAR+ at www.sedarplus.ca . 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 or its subsidiaries to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties may include, but are not limited to: prevailing capital markets conditions, general business, economic, competitive, political and social uncertainties, changes in legislation, and lack of qualified, skilled labor or loss of key individuals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
