Nemaska Lithium Inc. (“
Nemaska Lithium” or the
“
Corporation”) provides today an update on its
restructuring efforts under the Companies’ Creditors Arrangement
Act (the “
CCAA”) initiated on December 23, 2019
under the supervision of the Superior Court of Québec (the
“
Court”) and PricewaterhouseCoopers Inc., as
monitor of the business and financial affairs of the Corporation
(the “
Monitor”).
Implementation of Sale and Investor
Solicitation Process
The Corporation today obtained an order from the
Court that approves Nemaska Lithium’s proposed sale and investor
solicitation process (the “SISP”) to be conducted
in consultation with the Monitor and the Corporation’s financial
advisors, National Bank Financial Inc. and Clarksons Platou
Securities AS. These financial advisors have significant knowledge
of the Corporation’s affairs as well as relevant expertise
regarding SISP procedures.
The SISP is intended to generate interest in
either a recapitalization of the Corporation, or in the business or
its assets, with the goal of maximizing return in respect of the
Corporation’s assets and potentially creating the foundation of a
plan of compromise or arrangement for all stakeholders of Nemaska
Lithium.
The SISP procedures will commence on February
28, 2020 with the transmission of a “teaser” letter to potentially
interested parties. The deadline for submission of non-binding
letters of intent is April 17, 2020, with a target closing date of
the transaction in mid-August 2020. Potential interested parties
wishing to obtain more information on the SISP procedures may
consult the Monitor’s website:
https://www.pwc.com/ca/en/services/insolvency-assignments/nemaska-lithium-inc/sale-or-investor-solicitation-process--sisp-.html.
Settlement of the Court Case with
Holders of the Senior Secured Bonds
The Corporation has reached an agreement in
principle with the Nordic Trustee to settle its Court case with the
holders of the Senior Secured Bonds issued pursuant to the bond
offering announced on May 10, 2018 (the “Bonds”
and the “Bondholders”). The settlement provides
that the Corporation is released of its obligations towards the
Bondholders and obtains the discharge of the security which secured
the Bonds, in exchange for a lump sum payment of USD 30M.
The settlement, which is conditional upon its
formal approval by Bondholders holding in excess of two thirds of
the principal amount of the Bonds and by the Court, is a meaningful
progress in the Corporation’s restructuring efforts under the CCAA.
The Bondholders are set to hold a Bondholders’ meeting on February
12, 2020, to vote on the proposal. The Corporation has filed an
application with the Court to seek approval of the settlement and
expects that such application will be heard by the Court on
February 13, 2020.
For further information regarding the Court case
with the Bondholders, please consult Nemaska Lithium’s press
releases dated September 17, 2019, September 25, 2019, and December
5, 2019.
Claims Procedure Begins in Collaboration
with the Monitor
The Corporation today obtained an order from the
Court that approves Nemaska Lithium’s proposed claims procedure in
order to proceed as soon as possible with the review and
determination of the number and quantum of claims against the
Corporation and its subsidiaries, as well as their directors and
officers. Pursuant to the Claims Procedure Order of the Court,
persons having claims against the Corporation, its subsidiaries,
and their directors and officers must file their proofs of claim at
the latest on March 31, 2020, failing which these persons will be
barred from asserting their claims.
For further information regarding the claims
procedure, please consult the Monitor’s website:
https://www.pwc.com/ca/en/services/insolvency-assignments/nemaska-lithium-inc/claims-process.html.
About Nemaska Lithium
Nemaska Lithium Inc. is a developing chemical
company whose activities will be vertically integrated, from
spodumene mining to the commercialization of high-purity lithium
hydroxide. These lithium salts are mainly destined for the
fast-growing lithium-ion battery market, which is driven by the
increasing demand for electric vehicles and energy storage
worldwide. With its products and processes, the Corporation intends
to facilitate access to green energy, for the benefit of
humanity.
The Corporation intends to operate the Whabouchi
mine in Québec, Canada, one of the richest lithium spodumene
deposits in the world, both in volume and grade, and the spodumene
concentrate to be produced thereat will thereafter be processed at
the Shawinigan plant using a unique membrane electrolysis process
for which the Corporation holds several patents.
More information regarding the Corporation’s
situation, decisions or actions will continue to be provided on an
ongoing basis, as required by applicable law or as may be
determined by the Corporation or the Court. For more information,
visit www.nemaskalithium.com. You can also refer to the Monitor’s
website for more information on the CCAA procedures at
https://www.pwc.com/ca/en/services/insolvency-assignments/nemaska-lithium-inc.html.
Cautionary Statement on Forward-Looking
Information
All statements, other than statements of
historical fact, contained in this press release including, but not
limited to, those relating to the aforesaid settlement, the CCAA
application and proceedings and the Corporation’s activities and
its ability to meet its obligations, constitute “forward-looking
information” and “forward-looking statements” within the meaning of
certain securities laws and are based on expectations and
projections as of the date of this press release. Certain important
assumptions by the Corporation in making forward-looking statements
include, but are not limited to, the approval of the aforesaid
settlement by Bondholders holding in excess of two thirds of the
principal amount of the Bonds and by the Court, and the achievement
of a Court-approved arrangement under the CCAA to allow the
resumption of the project construction and engineering
activities.
Forward-looking statements contained in this
press release include, without limitation, those related to (i) the
outcome of the CCAA proceedings, (ii) the approval of the aforesaid
settlement by Bondholders holding in excess of two thirds of the
principal amount of the Bonds and by the Court, (iii) the ability
of the Corporation to secure additional financing and to complete
the necessary preparation to allow an orderly resumption of the
project, (iv) the Corporation’s ability to generate interest, under
the SISP, for a recapitalization of the Corporation or in its
business or assets with the goal of maximizing return, (v) the
potential foundation of a plan of compromise or arrangement for all
stakeholders of the Corporation, (vi) the number and quantum of
claims to be processed and the eventual outcome thereof, and (vii)
generally, the above “About Nemaska Lithium” paragraph which
essentially describes the Corporation’s outlook. Forward-looking
statements are based on expectations, estimates and projections as
of the time of this press release. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by the Corporation as of the time of
such statements, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. These
estimates and assumptions may prove to be incorrect. In addition,
there is no assurance that the aforementioned settlement will be
approved by Bondholders holding in excess of two thirds of the
principal amount of the Bonds and by the Court, that the
Corporation will emerge from the CCAA process by completing a
project refinancing, and that there will be any residual value for
shareholders under the CCAA process.
Many of these uncertainties and contingencies
can directly or indirectly affect, and could cause, actual results
to differ materially from those expressed or implied in any
forward-looking statements. There can be no assurance that the
Whabouchi mine and/or the electrochemical plant in Shawinigan will
be commissioned and will begin production, as future events could
differ materially what is currently anticipated by the Corporation.
In addition, there can be no assurance that the CCAA proceedings
will result in the maximization of the return in respect of the
Corporation’s assets and those of its subsidiaries.
By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and
specific, and risks exist that estimates, forecasts, projections
and other forward-looking statements will not be achieved or that
assumptions do not reflect future experience. Forward-looking
statements are provided for the purpose of providing information
about management’s expectations and plans relating to the future.
Readers are cautioned not to place undue reliance on these
forward-looking statements as a number of important risk factors
and future events could cause the actual outcomes to differ
materially from the beliefs, plans, objectives, expectations,
anticipations, estimates, assumptions and intentions expressed in
such forward-looking statements. All of the forward-looking
statements made in this press release are qualified by these
cautionary statements and those made in our other filings with the
securities regulators of Canada including, but not limited to, the
cautionary statements made in the “Risk Factors” section of the
Corporation’s Annual Information Form dated September 30, 2019, and
the “Risk Exposure and Management” section of the Corporation’s
quarterly Management Discussion & Analysis. The Corporation
cautions that the foregoing list of factors that may affect future
results is not exhaustive, and new, unforeseeable risks may arise
from time to time. The Corporation disclaims any intention or
obligation to update or revise any forward-looking statements or to
explain any material difference between subsequent actual events
and such forward-looking statements, except to the extent required
by applicable law.
Further information regarding Nemaska Lithium is
available in the SEDAR database (www.sedar.com) and on the
Corporation’s website at: www.nemaskalithium.com.
FOR FURTHER INFORMATION, PLEASE
CONTACT:
Gabrielle TellierMedia
Relations514 348-0466gabrielle.tellier@nemaskalithium.com