New Pacific Metals Corp. (TSX: NUAG; NYSE American: NEWP)
(“
New Pacific” or the “
Company”)
announced today that it has entered into an agreement with a
syndicate of underwriters (the “
Underwriters”),
pursuant to which the Underwriters have agreed to purchase, on a
bought deal basis, 13,208,000 common shares of the Company (the
“
Common Shares”) at a price of C$2.65 per Common
Share, for total gross proceeds of approximately C$35 million (the
“
Offering”). The Company will also grant to the
Underwriters an over-allotment option (the “
Over-Allotment
Option”) to purchase up to 1,981,200 additional Common
Shares (the “
Over-Allotment Shares”). The
Over-Allotment Option will be exercisable for a period of 30 days
following closing.
Silvercorp Metals Inc.
(“Silvercorp”) has indicated its intent to
participate in the Offering by subscribing to 2,541,890 Common
Shares representing approximately US$5 million in gross proceeds
(approximately C$6.7 million). Upon completion of the Offering,
Silvercorp will own, directly and indirectly, approximately 27.4%
of the outstanding Common Shares of the Company assuming the
Over-Allotment is not exercised.
In addition, Pan American Silver Corp.
(“Pan American”) has indicated its intent to
participate in the Offering by subscribing to 5,083,780 Common
Shares representing approximately US$10 million in gross proceeds
(approximately C$13.5 million). Upon completion of the Offering,
Pan American will own, directly and indirectly, approximately 11.6%
of the outstanding Common Shares of the Company assuming the
Over-Allotment is not exercised.
The Common Shares will be offered in all of the
provinces of Canada, except the province of Québec, by way of a
prospectus supplement (the “Supplement”) to the
Company’s existing short form base shelf prospectus dated August
16, 2023 (the “Base Shelf Prospectus”) and may
also be offered by way of private placement in the United States,
pursuant to registration exemptions.
The net proceeds of the Offering will be used to
advance exploration and development at the Company’s Silver Sand
and Carangas projects, for working capital, and for general
corporate purposes.
The Offering is expected to close on or about
September 29, 2023, and is subject to New Pacific receiving all
necessary regulatory approvals, including the approval of the
Toronto Stock Exchange and the Common Shares having been approved
for listing on the NYSE American.
No securities regulatory authority has either
approved or disapproved of the contents of this news release. The
Common Shares being offered have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”), or the securities laws of any
state of the United States and may not be offered, sold or
delivered, directly or indirectly, in the United States or to or
for the account or benefit of U.S. persons, absent registration or
an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws. This news
release shall not constitute an offer to sell or the solicitation
of an offer to buy Common Shares in any jurisdiction, nor shall
there be any sale of the Common Shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful.
Silvercorp is a related party of the Company for
the purposes of National Instrument 61-101 — Protection of Minority
Security Holders in Special Transactions ("NI
61-101") and the acquisition by Silvercorp of Common
Shares pursuant to the Offering is a related party transaction. The
acquisition by Silvercorp of Common Shares pursuant to the Offering
is exempt from the valuation and minority approval requirements of
NI 61-101 pursuant to the exemptions in Sections 5.5(a) and 5.7(a)
of NI 61-101.
ABOUT NEW PACIFIC
New Pacific is a Canadian exploration and
development company with precious metal projects in Bolivia,
including the Company’s flagship project, the Silver Sand Silver
Project, the Company’s recently discovered Carangas Silver-Gold
Project and the Company’s third project, the Silverstrike
Silver-Gold Project.
For further information, please
contact:
Andrew Williams, Chief Executive OfficerNew
Pacific Metals Corp.Phone: (604) 633-1368 Ext. 2361750-1066
Hastings Street, Vancouver, BC V6E 3X1, CanadaU.S. & Canada
toll-free: 1-877-631-0593E-mail: invest@newpacificmetals.comFor
additional information and to receive company news by e-mail,
please register using New Pacific’s website at
www.newpacificmetals.com.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING INFORMATION
Certain of the statements and information in
this news release constitute “forward-looking statements” within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and “forward- looking information” within the
meaning of applicable Canadian securities laws. Any statements or
information that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always,
using words or phrases such as “expects”, “is expected”,
“anticipates”, “believes”, “plans”, “projects”, “estimates”,
“assumes”, “intends”, “strategies”, “targets”, “goals”,
“forecasts”, “objectives”, “budgets”, “schedules”, “potential” or
variations thereof or stating that certain actions, events or
results “may”, “could”, “would”, “might” or “will” be taken, occur
or be achieved, or the negative of any of these terms and similar
expressions) are not statements of historical fact and may be
forward-looking statements or information. Such statements include,
but are not limited to, statements regarding: anticipated closing
date for the Offering, existing shareholder participation in the
Offering, receipt of regulatory approvals for the Offering, the
potential exercise of the over-allotment option, and the expected
use of proceeds of the Offering.
Risks relating to legal, political,
environmental, or other factors that could materially affect the
potential development of the mineral resources or mineral reserves
include political and economic risks in Bolivia, the regulatory
environment in Bolivia, community relations and social licence to
operate, acquisition and maintenance of permits and Government
approvals, operations and explorations subject to Governmental
regulations, impact of environmental laws and regulations,
environmental protection, title to mineral properties, outcome of
future litigation or regulatory actions, and other factors
described under the heading “Risk Factors” in the Company’s annual
information form for the year ended June 30, 2023 (“AIF”), its
management discussion and analysis for the year ended June 30, 2023
(“MD&A”) and its other public filings which are incorporated by
reference hereto. This list is not exhaustive of the factors that
may affect the mineral resources or mineral reserves.
Forward-looking statements or information are
subject to a variety of known and unknown risks, uncertainties and
other factors that could cause actual events or results to differ
from those reflected in the forward-looking statements or
information, including, without limitation, risks relating to:
global economic and social impact of COVID-19; fluctuating equity
prices, bond prices, commodity prices; calculation of resources,
reserves and mineralization, general economic conditions, foreign
exchange risks, interest rate risk, foreign investment risk; loss
of key personnel; conflicts of interest; dependence on management,
uncertainties relating to the availability and costs of financing
needed in the future, environmental risks, operations and political
conditions, the regulatory environment in Bolivia and Canada, risks
associated with community relations and corporate social
responsibility, and other factors described under the heading “Risk
Factors” in the Company’s AIF, MD&A and its other public
filings. This list is not exhaustive of the factors that may affect
any of the Company’s forward-looking statements or information.
The forward-looking statements are necessarily
based on a number of estimates, assumptions, beliefs, expectations
and opinions of management as of the date of this news release
that, while considered reasonable by management, are inherently
subject to significant business, economic and competitive
uncertainties and contingencies. These estimates, assumptions,
beliefs, expectations and options include, but are not limited to,
those related to the Company’s ability to carry on current and
future operations, including: the duration and effects of COVID-19
on our operations and workforce; development and exploration
activities; the timing, extent, duration and economic viability of
such operations; the accuracy and reliability of estimates,
projections, forecasts, studies and assessments; the Company’s
ability to meet or achieve estimates, projections and forecasts;
the stabilization of the political climate in Bolivia; the
Company’s ability to obtain and maintain social license at its
mineral properties; the availability and cost of inputs; the price
and market for outputs; foreign exchange rates; taxation levels;
the timely receipt of necessary approvals or permits, including the
ratification and approval of the Mining Production Contract with
the Corporacion Minera de Bolivia (“COMIBOL”) by the Plurinational
Legislative Assembly of Bolivia; the ability of the Company’s
Bolivian partner to convert the exploration licenses at the
Carangas Project to administrative mining contracts; the ability to
meet current and future obligations; the ability to obtain timely
financing on reasonable terms when required; the current and future
social, economic and political conditions; and other assumptions
and factors generally associated with the mining industry.
Although the forward-looking statements
contained in this news release are based upon what management
believes are reasonable assumptions, there can be no assurance that
actual results will be consistent with these forward-looking
statements. All forward-looking statements in this news release are
qualified by these cautionary statements. Accordingly, readers
should not place undue reliance on such statements. Other than
specifically required by applicable laws, the Company is under no
obligation and expressly disclaims any such obligation to update or
alter the forward-looking statements whether as a result of new
information, future events or otherwise except as may be required
by law. These forward-looking statements are made as of the date of
this news release.
CAUTIONARY NOTE TO US
INVESTORS
This news release has been prepared in
accordance with the requirements of the securities laws in
effect in Canada which differ from the requirements of United
States securities laws. All mining terms used herein but not
otherwise defined have the meanings set forth in NI 43-101. Unless
otherwise indicated, the technical and scientific disclosure herein
has been prepared in accordance with NI 43-101, which differs
significantly from the requirements adopted by the United States
Securities and Exchange Commission.
Accordingly, information contained in this news
release containing descriptions of the Company’s mineral deposits
may not be comparable to similar information made public by U.S.
companies subject to the reporting and disclosure requirements of
United States federal securities laws and the rules and regulations
thereunder.
Additional information relating to the Company,
including the Company’s annual information form, can be obtained
under the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR
at www.sec.gov, and on the Company’s website at
www.newpacificmetals.com.
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