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NCU - Nevada Copper News Story

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Sector
Basic Materials
Size
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Market Cap £184.1m
Enterprise Value £373.1m
Revenue £n/a
Position in Universe 518th / 2712

Nevada Copper Announces Upsize and Pricing of Overnight Marketed Public Offering of Units

Thu 11th November, 2021 5:27pm
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NOT FOR DISSEMINATION IN THE UNITED STATES

YERINGTON, Nev., Nov. 11, 2021 (GLOBE NEWSWIRE) -- 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 Relations
Integrous Communications
rmatthews@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.


(https://www.globenewswire.com/NewsRoom/AttachmentNg/866da46e-90f1-4ac2-be89-63cbd205a999)



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