Nano One announces closing of Rio Tinto Strategic Investment and collaboration agreement

Nano One® Materials Corp. (“Nano One” or the “Company”), a clean technology company with patented processes for the low-cost, low-environmental footprint production of high-performance cathode materials used in lithium-ion batteries, is pleased to announce the closing of the strategic equity investment and collaboration with Rio Tinto, a global mining and metals group, announced on June 9, 2022 (the “Transaction”). Rio Tinto made an equity investment of US$10M and the two companies entered into a collaboration agreement (the “CA”) under which they will work together to explore and evaluate opportunities to further drive the localization of the lithium-ion battery value chain, particularly in Québec, and will support the acceleration of the commercialization of Nano One’s patented cathode technology.

Investment and Collaboration

Rio Tinto Western Holdings Limited, a subsidiary of Rio Tinto, purchased by way of the private placement, 4,643,148 common shares (“Shares”) of Nano One at a price of C$2.70 per share for a total investment into Nano One of US$10M, equivalent to approximately C$12,536,500. The Shares issued under the private placement equate to approximately 4.9% of the current issued and outstanding Shares of Nano One.

The CA extends to matters that include a study of Rio Tinto’s battery metal products, including iron powders from the Rio Tinto Fer et Titane facility in Sorel-Tracy, Québec, as feedstock for the production of Nano One’s cathode materials. Rio Tinto will contribute know-how from its Critical Minerals and Technology Centre, which has developed unique expertise in the extraction and processing of critical minerals such as lithium and scandium, as well as minerals from Canada, the United States, and other international sources. Rio Tinto will also collaborate on technical and business matters as may be required in developing, designing, constructing, and operating cathode production facilities.

Nano One has issued to Rio Tinto 1,000,000 non-transferable Share purchase warrants (a “Warrant”) as consideration for their technical and support services per the CA. Each Warrant shall entitle Rio Tinto to purchase one Share at an exercise price of C$4.00, exercisable until June 16, 2023.

The Company intends to use this investment for technology and supply chain development, commercialization, Nano One’s acquisition of the Candiac facility in Québec (announced 25 May 2022 pending completion), its conversion to One-Pot lithium iron phosphate (LFP), and industrial scale piloting of other Nano One CAM technologies, and for working capital purposes.  All securities issued pursuant to the CA are subject to a restricted hold period of four months and a day, under applicable Canadian securities legislation.

Together with the closing of the Private Placement and the CA, the Company entered into an Investor Rights Agreement with Rio Tinto whereby the Company granted Rio Tinto a participation right in any future equity financings to maintain its pro-rata ownership interest until no later than June 16, 2027; and Rio Tinto agreed to a lock-up on securities dispositions and a standstill for a period of 12 months from the date of closing, subject to certain exemptions.