/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, May 12, 2023
/CNW/ - Pala Investments Limited ("Pala"), a
multi-strategy investment company focused on the mining and metal
value chain, has entered into agreements to acquire up to
124,074,074 units ("Units") of Nevada Copper Corp. (the
"Company" or the "Issuer") at a price of C$0.27 per Unit for aggregate proceeds of up to
US$25,000,000 (using the exchange
rate of US$1.00=C$1.34 (the "Exchange Rate")) (the
"Pala Commitment"). The Pala Commitment has been provided in
connection with a bought deal offering of the Company pursuant to
which a syndicate of underwriters have agreed to purchase up to
173,705,000 Units for gross proceeds of US$35,000,000 (using the Exchange Rate) (the
"Offering"). 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"). Pala's obligation with respect to the Pala
Commitment will be decreased on a dollar-to-dollar basis to the
extent that the underwriters secure third party purchasers with
respect to the Offering representing proceeds greater than
US$5,000,000.
In addition, Pala has agreed to exercise the 398,723,212 common
share purchase warrants of the Issuer (the "Credit Facility
Warrants") issued to Pala pursuant to the amendment and
restated of the Pala Facility on October 28,
2022 (the "Pala Facility") in exchange of
approximately US$82,000,000 of
outstanding debt under the Pala Facility being retired. The
exercise of the Credit Facility Warrants is subject to the
expiration or termination of the waiting period pursuant to the
Hard-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR
Clearance") and in no event shall Pala exercise Credit Facility
Warrants in an amount that would result in Pala owning more than
49.9% of the issued and outstanding Common Share prior to the HSR
Clearance. In addition, the exercise of the Credit Facility
Warrants is conditional on the contemporaneous exercise by Mercuria
Energy Holdings (Singapore) Pte.
Ltd. ("Mercuria") of 25,848,765 warrants of the Issuer held
by Mercuria (the "Mercuria Warrants").
Pala also agreed to enter into, immediately prior to the closing
of the Offering, a deferred funding agreement with the Issuer (the
"Deferred Funding Agreement") pursuant to which Pala will
agree to provide up to US$15,000,000
of additional funding to the Issuer (the "Deferred Funding
Amount"). The Issuer may draw under the Deferred Funding
Agreement on or prior to June 20,
2024 subject to the satisfaction of certain conditions set
out therein. The issuance of any common Shares and/or convertible
debt of the Issuer pursuant to the Deferred Funding Agreement will
be subject to the approval of the Toronto Stock Exchange and the
pricing of any such equity component to be determined.
Pala's Security Ownership
Immediately prior to the foregoing transactions, Pala (including
securities held by Pala Assets Holdings Limited, an affiliate of
Pala) held (i) an aggregate of 314,355,449 Common Shares,
representing approximately 43.4% of the issued and outstanding
Common Shares on a non-diluted basis and 398,723,212 Warrants, and
(ii) an aggregate of 713,058,661 Commons Shares, representing
approximately 63.5% of the issued and outstanding Common Shares, on
a partially diluted basis (assuming the exercise in full of the
398,723,212 Warrants).
As a result of the foregoing transactions, assuming the full
subscription of the Pala Commitment Amount pursuant to the
Offering, the exercise of the Mercuria Warrants and after HSR
Clearance, Pala may acquire an aggregate of (i) 124,074,074 Units
pursuant to the Offering, representing 124,074,074 Common Shares
and 62,037,037 Warrants (the "Offering Warrants") that are
exercisable into 62,037,037 Common Shares, and (ii) 398,723,212
Common Shares upon the exercise in full of the Credit Facility
Warrants. As a result thereof, immediately following the
transactions, Pala (including securities held by Pala Assets
Holdings Limited, an affiliate of Pala) may hold (i) prior to the
exercise in full of the Pala Offering Warrants, an aggregate of
837,132,735 Common Shares, representing approximately 63.3% of the
issued and outstanding Common Shares on a non-diluted basis and
62,037,037 Warrants, which is an increase of 19.9% in Pala's
securityholding percentage on a non-diluted basis with respect to
Common Shares, and (ii) assuming the exercise in full of all of the
Offering Warrants, an aggregate of 899,167,772 Common Shares,
representing approximately 65.0% of the issued and outstanding
Common Shares on a partially-diluted basis, which is an increase of
1.5% in Pala's securityholding percentage on a partially-diluted
basis in respect to Common Shares.
Pala is participating in the transactions for investment
purposes and may increase or decrease the investment in the
securities of the Company depending on its evaluation of the
business, prospects and financial condition of the Company, the
market for the Company's securities, general economic and tax
conditions and other factors.
The Common Shares are listed on the TSX under the symbol "NCU".
Nevada Copper Corp. is a corporation organized under the laws of
British Columbia with its head
office at 61 E. Pursel Lane,
Yerington, Nevada, 89447. Pala is
a company existing under the laws of Jersey and its address is 12
Castle Street, St. Helier, Jersey JE2 3RT.
About Pala
Pala is an investment company focused exclusively on the mining
sector with a strong track record of successful investments and
value creation. Pala's team has extensive experience within the
sector and seeks to assist companies in which it has long-term
shareholdings by providing strategic advice and innovative
solutions in development, production, turnaround and advanced
exploration situations. Pala invests across all geographies and in
all mining commodities as well as mining services and consumables.
For more information, visit www.pala.com.
SOURCE Pala Investments Limited