Nevada Copper Corp. (TSX: NCU) (“
Nevada Copper” or
the “
Company’’) is pleased to announce that it has
filed and obtained a receipt for a final short form prospectus with
the securities regulatory authorities in each of the provinces of
Canada, except Quebec, in connection with its previously announced
offering of 643,713,553 units of the Company (the
“
Units”) at a price of $0.15 per Unit for
aggregate gross proceeds of approximately $97 million (the
“
Offering”).
Each Unit consists of one common share of Nevada
Copper (a “Common Share”) and one-half of one
Common Share purchase warrant (each whole Common Share purchase
warrant a “Warrant”) of Nevada Copper. Each full
Warrant will entitle the holder thereof to purchase one Common
Share at a price of $0.20 per Common Share, for a period of 18
months following the closing of the Offering. The Company has
granted the underwriters of the Offering an option (the
“Over-Allotment Option”) to purchase up to an
additional 23,790,000 Units. The Over-Allotment Option may be
exercised to acquire additional Units, additional Common Shares
and/or additional Warrants (or any combination thereof), so long as
the number of additional Common Shares and additional Warrants does
not exceed 23,790,000 Common Shares and 11,895,000 Warrants,
respectively. The total number of Common Shares to be issued
pursuant to the Offering (assuming the exercise of all Warrants
issuable in connection with the Offering and the exercise in full
of the Over-Allotment Option) is 1,001,255,329, which represents
approximately 122.14% relative to the number of Common Shares
currently issued and outstanding.
Pala Investments Limited and Castlelake L.P.,
through certain funds managed by it, the Company’s two largest
shareholders, have agreed to subscribe for 263,452,677 Units (which
is a reduction of 25,750,000 Units than previously disclosed in the
Company’s press release dated July 15, 2020 as a result of the
Offering being over-subscribed) and 149,902,852 Units,
respectively, pursuant to the Offering. Certain other insiders of
the Company intend to subscribe for an aggregate of 7,973,000 Units
to the extent the Over-Allotment Option is exercised, which
represents 11,959,500 Common Shares (approximately 1.46% relative
to the number of Common Shares currently issued and outstanding)
assuming exercise in full of the Warrants to be held by these
insiders. These insiders are Stephen Gill, Evgenij Iorich, Michael
Brown and Ernest (Ernie) Nutter, who are directors of the Company,
André van Niekerk, the Chief Financial Officer of the Company, and
John Nagulendran, a member of the Company’s advisory board.
The Offering is expected to close on or about
July 28, 2020, subject to the receipt of all necessary regulatory
and stock exchange approvals, including the approval of the Toronto
Stock Exchange (“TSX”) and applicable securities
regulatory authorities for the subscriptions relating to the
insiders of the Company in connection with the Over-Allotment
Option. The TSX has conditionally approved the listing of the
Common Shares, Warrants and Common Shares underlying the Warrants
on the TSX, other than the listing of any securities issuable under
the Over-Allotment Option. The Company has applied to the TSX for
conditional listing approval of the listing of the securities that
are issuable in connection with the Over-Allotment Option and
expects to receive this approval on July 30, 2020. The above
additional disclosure is made pursuant to the Company’s reliance on
the financial hardship exemption set out in Section 604(e) of the
TSX Company Manual.This news release does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and
will not be registered under the United States Securities Act of
1933, as amended, (the “U.S. Securities Act”) or any state
securities laws and may not be offered or sold within the United
States or to U.S. persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
About Nevada Copper
Nevada Copper (TSX: NCU) is a copper producer
and owner of the Pumpkin Hollow copper project. Located in Nevada,
USA, Pumpkin Hollow has substantial reserves and resources
including copper, gold and silver. Its two fully permitted projects
include the high-grade underground mine and processing facility,
which is now transitioning to the production stage, and a
large-scale open pit project, which is advancing towards
feasibility status.
NEVADA COPPER
CORP.www.nevadacopper.com
Evan Spencer, President and CEO
For further information contact:Rich Matthews,
Investor RelationsIntegrous Communicationsrmatthews@integcom.us+1
604 355 7179
Cautionary Language
This news release includes certain statements
and information that constitute forward-looking information within
the meaning of applicable Canadian securities laws. All statements
in this news release, other than statements of historical facts are
forward-looking statements. Such forward-looking statements and
forward-looking information specifically include, but are not
limited to, statements that relate to the completion of the
Offering and the timing in respect thereof and regulatory
approvals.
Often, but not always, forward-looking
statements and forward-looking information can be identified by the
use of words such as “plans”, “expects”, “potential”, “is
expected”, “anticipated”, “is targeted”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, or “believes”
or the negatives thereof or variations of such words and phrases or
statements that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements or information are subject to known or
unknown risks, uncertainties and other factors which may cause the
actual results to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements or information.
Forward-looking statements or information are
subject to a variety of risks and uncertainties which could cause
actual events or results to differ from those reflected in the
forward-looking statements or information, including, without
limitation, risks and uncertainties relating to: the state of
financial markets; regulatory approvals; the impact of COVID-19 on
the business and operations of the Company; history of losses;
requirements for additional capital; dilution; adverse events
relating to construction, development and ramp-up, including the
ability of the Company to address underground development and
process plant issues; ground conditions; cost overruns relating to
development, completion and ramp-up of the Pumpkin Hollow
Underground Mine; loss of material properties; interest rates
increase; global economy; no history of production; future metals
price fluctuations and the continuation of the current low copper
price environment; speculative nature of exploration activities;
periodic interruptions to exploration, development and mining
activities; environmental hazards and liability; industrial
accidents; failure of processing and mining equipment to perform as
expected; labor disputes; supply problems; uncertainty of
production and cost estimates; the interpretation of drill results
and the estimation of mineral resources and reserves; changes in
project parameters as plans continue to be refined; possible
variations in ore reserves, grade of mineralization or recovery
rates may differ from what is indicated and the difference may be
material; legal and regulatory proceedings and community actions;
the outcome of disputes with the Company’s contractors; accidents;
title matters; regulatory restrictions; increased costs and
physical risks relating to climate change, including extreme
weather events, and new or revised regulations relating to climate
change; permitting and licensing; volatility of the market price of
the Common Shares; insurance; competition; hedging activities;
currency fluctuations; loss of key employees; other risks of the
mining industry as well as those risks discussed in the Company’s
Management’s Discussion and Analysis in respect of the year ended
December 31, 2019 and in the section entitled “Risk Factors” in the
Company’s Annual Information Form dated May 15, 2020. Should one or
more of these risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in forward-looking statements or
information. The forward-information and statements are stated as
of the date hereof. The Company disclaims any intent or obligation
to update forward-looking statements or information except as
required by law.
The Company provides no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.
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