NanoXplore Closes Bought Deal Life Private Placement of $25,728,840
Not for distribution to United States newswire services or for dissemination in the United States
MONTREAL, Oct. 30, 2025 (GLOBE NEWSWIRE) — NanoXplore Inc. (“NanoXplore” or the “Corporation”) (TSX: GRA and OTCQX: NNXPF), a world-leading graphene company, is pleased to announce that it has closed its previously announced bought deal private placement whereby it issued 10,720,350 common shares in the capital of the Corporation (“Common Shares”) at a price of $2.40 per Common Share (the “Offering Price”) for gross proceeds of $25,728,840 (the “Offering“).
The Offering was conducted by a syndicate of underwriters co-led by Ventum Financial Corp. and Cormark Securities Inc., and which included National Bank Financial Inc., RBC Dominion Securities Inc., Paradigm Capital Inc. and Raymond James Ltd. (together, the “Underwriters“).
The Company intends to use the net proceeds of the Offering to support future growth by investing in dry graphene expansion, and for general corporate and working capital purposes.
The Offering was completed pursuant to the “listed issuer financing” exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”).
The Common Shares issued under the Offering are freely tradeable and are not subject to a hold period under applicable Canadian securities laws.
As consideration for their services, the Underwriters received a cash fee in an amount equal to 5 % of the gross proceeds of the Offering (subject to reduction with respect to sales made to investors on a president’s list.
Martinrea International Inc., an insider of the Corporation, subscribed 2,343,750 Common Shares in the Offering, for an amount of approximately $5,625,000, thereby maintaining its interest in the Corporation.
The participation of an insider in the Offering is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Corporation relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, exceeds 25% of the Corporation’s market capitalization (as determined under MI 61-101).
There is an offering document related to the Offering that can be accessed under the Corporation’s profile at www.sedarplus.ca and on the Corporation website at https://nanoxplore.ca/.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities offered pursuant to the Offering 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 and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About NanoXplore
NanoXplore is a graphene company, a manufacturer and supplier of high-volume graphene powder for use in transportation and industrial markets. Also, the Corporation provides standard and custom graphene-enhanced plastic and composite products to various customers in transportation, packaging, electronics, and other industrial sectors. The Corporation is also a silicon‑graphene-enhanced Li-ion battery manufacturer for the Electric Vehicle and grid storage markets. NanoXplore is headquartered in Montreal, Québec with manufacturing facilities in Canada, the United States and Europe.
Forward-Looking Statements and Disclaimer
This press release contains forward-looking statements and forward-looking information (together, “forward-looking statements”) within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements, and subject to risks and uncertainties. All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate in the circumstances. No assurance can be given that these assumptions and expectations will prove to be correct. Forward-looking statements are not facts, but only predications and can generally be identified by the use of statements that include phrases such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “foresee”, “grow”, “expect”, “plan”, “intend”, “forecast”, “future”, “guidance”, “may”, “predict”, “project”, “should”, “strategy”, “target”, “will” or similar expressions suggesting future outcomes. This press release contains forward-looking information regarding, among other things, the intended use of proceeds from the Offering.
Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties. Such forward-looking information necessarily involves known and unknown risks and uncertainties, including the relevant assumptions and risks factors set out in NanoXplore’s most recent annual management discussion and analysis filed on SEDAR+ at www.sedarplus.ca, which may cause NanoXplore’s actual results to differ materially from any projections of future results expressed or implied by such forward-looking information. These risks, uncertainties and other factors include, among others, the uncertain and unpredictable condition of global economy. Any forward-looking information is made as of the date hereof and, except as required by law, NanoXplore does not undertake any obligation to update or revise any forward–looking statement as a result of new information, subsequent events or otherwise.
Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements.
No securities regulatory authority has either approved or disapproved the contents of this press release.
For further information, please contact:
Pierre Yves Terrisse
Vice-President Corporate Development
Tel: +1 438 476 1965
