Nevada Copper Corp. (TSX: NCU) (OTC:
NEVDF) (FSE: ZYTA) (“
Nevada Copper” or
the “
Company”) is pleased to announce that it has
upsized its previously announced overnight marketed public offering
(the “
Offering”) of units (the
“
Units”) of the Company from C$75 million to
approximately C$114 million due to strong demand, including from
new and existing institutional investors and mining sector
corporates. The upsizing of the Offering will provide the Company
with additional funds to advance the ramp-up of its underground
mine at its Pumpkin Hollow project (the “
Underground
Mine”) and to continue exploration and expansion studies
at its open pit project at Pumpkin Hollow (the “
Open Pit
Project”). The Company has entered into an underwriting
agreement with a syndicate of underwriters led by Scotiabank, as
lead underwriter and sole-bookrunner, and including Jett Capital
LLC, RBC Capital Markets, Haywood Securities Inc., and Research
Capital Corporation (collectively, the
“
Underwriters”) for the sale of 148,100,000 Units
at a price of C$0.77 per Unit for aggregate gross proceeds of
approximately C$114 million. The Company’s largest shareholder,
Pala Investments Limited (“
Pala”), has committed
to purchase, on a private placement basis, an aggregate of
89,331,682 Units to maintain its current shareholding percentage in
the Company (the “
Private Placement”) after giving
effect to both the Offering and the Private Placement, but prior to
giving effect to the over-allotment option described below (the
“
Purchased Units”) at a price of C$0.77 per
Purchased Unit.
Each Unit will consist of one common share of
the Company (each a “Common Share”) and one-half
of one common share purchase warrant (each full warrant, a
“Warrant” and collectively the
“Warrants”). Each Warrant will be exercisable for
one Common Share (each a “Warrant Share”) at a
price of C$1.00 per Warrant Share at any time for a period of 18
months following closing of the Offering.
The Company will shortly file an amended and
restated preliminary short form prospectus (the “Amended
and Restated Preliminary Prospectus”) with the securities
regulatory authorities in each of the provinces of Canada (other
than Québec) amending and restating the preliminary short form
prospectus filed on November 10, 2021 setting out the terms of the
Offering. The Amended and Restated Preliminary Prospectus will be
available on SEDAR at www.sedar.com.
The Company has granted the Underwriters an
option, exercisable in whole or in part, at the sole discretion of
the Underwriters, at any time for a period of 30 days from and
including the closing of the Offering, to purchase from the Company
up to an additional 22,215,000 Units, on the same terms and
conditions of the Offering to cover over-allotments, if any, and
for market stabilization purposes (the “Over-Allotment
Option”). The Over-Allotment Option may be exercised by
the Underwriters to purchase additional Units, Common Shares,
Warrants or any combination thereof. In the event the
Over-Allotment Option is exercised in full, the aggregate gross
proceeds of the Offering to the Company will be approximately C$131
million.
The Offering is expected to close on or about
November 29, 2021, or such other date as the Company and the
Underwriters may agree. Closing of the Offering is subject to
customary closing conditions, including, but not limited to, the
receipt of all necessary regulatory approvals, including the
approval of the securities regulatory authorities and the Toronto
Stock Exchange.
The Company intends to use the net proceeds of
the Offering for: (i) the development and ramp-up of the
Underground Mine; (ii) the full repayment of bridge loans (and
accrued interest) advanced under the promissory note issued by the
Company to Pala on October 1, 2021, as amended and restated on
November 1, 2021; (iii) Open Pit Project exploration and expansion
studies; and (iv) general corporate purposes. The net proceeds from
the Private Placement will be utilized to retire and prepay an
equivalent portion of the existing loans outstanding under the
promissory note issued by the Company to Pala on June 10, 2021, as
amended and restated (the “June Promissory Note”),
such that Pala will continue to maintain its current shareholding
percentage in the Company after giving effect to the Offering and
the Private Placement. In the event all or part of the
Over-Allotment Option is exercised by the Underwriters, Pala has
committed to increase the number of Purchased Units it purchases in
the Private Placement to maintain its current shareholding
percentage after giving effect to such exercise. The remaining
balance of the June Promissory Note after conversion will be
consolidated and extended under the credit facility with Pala (the
“Amended Credit Facility”). The Amended Credit
Facility will extend the maturity date under the original credit
facility from January 2024 to January 2026. In connection with the
entering into of the Amended Credit Facility, Pala will be entitled
to receive an amendment and extension fee of 4% and 15 million
Common Share purchase warrants, which will require disinterested
shareholder approval prior to becoming exercisable. If
disinterested shareholder approval is not obtained, the interest
rate under the Amended Credit Facility will be increased by an
amount equal to 1.5% per annum.
This news release does not constitute an offer
to sell or a solicitation of an offer to sell any of securities in
the United States. The securities have not been and will not be
registered under 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 in the production stage, and the large-scale Open Pit
Project, which is advancing towards feasibility status.
NEVADA COPPER
CORP.www.nevadacopper.com
Randy Buffington, President and
CEO
For further information
contact:Rich Matthews, Investor RelationsIntegrous
Communicationsrmatthews@integcom.us+1 604 757 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 Private Placement and the timing in respect
thereof, the entering into of the Amended Credit Facility and the
use of proceeds of the Offering and the Private Placement.
Forward-looking statements and information
include statements regarding the expectations and beliefs of
management. 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 should not be read as
guarantees of future performance and results. They are subject to
known and unknown risks, uncertainties and other factors which may
cause the actual results and events to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statements or information.
Such risks and uncertainties include, without
limitation, those relating to: the ability of the Company to
complete the ramp-up of the Underground Mine within the expected
cost estimates and timeframe; requirements for additional capital
and no assurance can be given regarding the availability thereof;
the impact of the COVID-19 pandemic on the business and operations
of the Company; the state of financial markets; history of losses;
dilution; adverse events relating to milling operations,
construction, development and ramp-up, including the ability of the
Company to address underground development and process plant
issues; failure to obtain the effectiveness of extensions under and
amendments to the Company’s amended and restated credit facility
with KfW-IPEX Bank; failure to enter into the Amended Credit
Facility; ground conditions; cost overruns relating to development,
construction and ramp-up of the Underground Mine; loss of material
properties; interest rates increase; global economy; limited
history of production; future metals price fluctuations;
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 from management’s
expectations and the difference may be material; legal and
regulatory proceedings and community actions; accidents; title
matters; regulatory approvals and 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 Company’s securities; 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, 2020 and in the section entitled “Risk
Factors” in the Company’s Annual Information Form dated March 18,
2021. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in
forward-looking statements or information. The forward-looking
information or statements are stated as of the date hereof. Nevada
Copper disclaims any intent or obligation to update forward-looking
statements or information except as required by law. Readers are
referred to the additional information regarding Nevada Copper’s
business contained in Nevada Copper’s reports filed with the
securities regulatory authorities in Canada. Although the Company
has attempted to identify important factors that could cause actual
actions, events, or results to differ materially from those
described in forward-looking statements, there may be other factors
that could cause actions, events or results not to be as
anticipated, estimated or intended. For more information on Nevada
Copper and the risks and challenges of its business, investors
should review Nevada Copper’s filings that are available at
www.sedar.com.
Nevada Copper provides no assurance that
forward-looking statements and information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements or
information. Accordingly, readers should not place undue reliance
on forward-looking statements or information.
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