Nevada Copper Corp. (TSX: NCU) (OTC: NEVDF) (FSE:
ZYTA) (“
Nevada Copper” or the
“
Company”) is pleased to announce a financing
package providing up to $115 million to advance the ramp-up of the
Company’s Pumpkin Hollow underground mine (the “
Underground
Mine”), with the goal of achieving nameplate production
capacity of 5,000 tons per day by the end of 2023.
Randy Buffington, President & CEO,
commented, “We continue to make excellent progress on our
capital and development projects in preparation for restart of
mining in the second half of 2023. With significant progress
delivered across capital projects, drilling and mine development,
in addition to the mobilization of SMD as the underground mining
contractor, we are moving swiftly to complete the ramp-up of the
Underground Mine. With significant copper mineral reserves and
resources and once operating at nameplate capacity, the Underground
Mine will support the global drive towards electrification and a
renewable energy future. This financing positions us to advance our
ramp-up of the Underground Mine and meet our goal of achieving
steady state operations by the end of 2023.”
The Company has entered into an agreement with
Scotia Capital Inc. (“Scotiabank”), on behalf of a
syndicate of underwriters (collectively, the
“Underwriters”), pursuant to which the
Underwriters have agreed to purchase on a bought deal basis
173,705,000 units of the Company (the “Units”) at
a price of C$0.27 per Unit (the “Offering Price”)
for aggregate gross proceeds of approximately C$47 million (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” and collectively the
“Warrants”). Each Warrant will be exercisable for
one Common Share (each a “Warrant Share”) at a
price of C$0.34 per Warrant Share at any time for a period of 16
months following closing of the Offering.
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 15% of the Units sold under the Offering, 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$54 million.
The Units will be offered by way of a short form
prospectus to be filed in all provinces of Canada, except Quebec.
The Offering is expected to close on or about May 30, 2023, subject
to the receipt of all necessary regulatory and stock exchange
approvals, including the approval of the Toronto Stock Exchange
(the “TSX”) and applicable securities regulatory
authorities.
The Company intends to use the net proceeds of
the Offering and those contemplated under the Financing Agreement
(as defined below) to continue funding the restart and ramp-up of
the Company’s Pumpkin Hollow Underground Mine and for general
corporate purposes, including working capital.
Pala, the Company’s largest shareholder, has
agreed to purchase an aggregate of C$33.5 million of Units under
the Offering (the “Pala Subscription Commitment”).
If sufficient funds are raised in the Offering from third-party
investors (other than Pala and Mercuria), Pala will not subscribe
for its maximum Subscription Commitment, and may not subscribe for
any Units if aggregate gross proceeds of C$40.2 million in the
Offering are otherwise raised from such other third-party
investors.
Mercuria, another significant shareholder of the
Company, has agreed to subscribe for an aggregate of C$6.7 million
of Units under the Offering (and together with the Pala
Subscription Commitment, the “Subscription
Commitments”) on the terms and conditions of the
Offering.
Additionally, on May 9, 2023, the Company
entered into a binding financing package agreement with Pala,
Mercuria and TF R&S Canada Ltd., an affiliate of Triple Flag,
the Company’s stream and royalty financing partner (the
“Financing Agreement”), with respect to the
transactions described below.
Warrant Exercises
In conjunction with the Offering, Pala has
committed to the Company that it will exercise all of the Common
Share purchase warrants (the “Pala Warrant
Exercise”) that it has been issued in connection with the
amendment and restatement of the credit facility (the
“Credit Facility”) between the Company and Pala,
entered into in October 2022 as part of the Company’s October 2022
financing (the “Pala Warrants”). Concurrent with
closing of the Offering, Pala will exercise such maximum number of
Pala Warrants such that, after giving effect to the Offering
(including any subscription by Pala under the Subscription
Commitment), Pala’s ownership interest in the Company will be
49.99% (the “Initial Pala Exercise”). The exercise
price in respect of the Pala Warrant Exercise will be paid through
the extinguishment of debt under the Credit Facility. Promptly
following closing of the Offering (including the Initial Pala
Exercise), Pala and the Company intend to submit customary filings
to applicable U.S. governmental authorities pursuant to the United
States Hart-Scott-Rodino Antitrust Improvements Act of 1976 to
permit Pala to exceed a 49.99% ownership interest in the Company
(the “HSR Filings”). Following submission of the
HSR Filings, an approximate 30-day regulatory review period will
commence. Pala has committed to exercise the balance of the
remaining outstanding Pala Warrants (the “Subsequent Pala
Exercise”) promptly following expiry of the review period
or clearance by the applicable regulatory authorities, whichever
occurs earliest (the “HSR Clearance”). Upon the
completion of the Subsequent Pala Exercise, all amounts outstanding
under the Credit Facility will be deemed fully repaid. This will
result in the approximately $82 million currently outstanding
principal amount and accrued interest under the Credit Facility
being repaid.
Additionally, in conjunction with the Offering,
Mercuria has agreed to exercise $5 million of the Common Share
purchase warrants that it was issued in connection with the
Company’s October 2022 financing (collectively, the
“Mercuria Warrant Exercise”, and together with the
Pala Warrant Exercise, the “Warrant
Exercises”).
Upon the completion of the Warrant Exercises and
after giving effect to the Offering (assuming there is no exercise
of the Over-Allotment Option and no other issuances of Common
Shares), Pala’s ownership interest in the Company on a non-diluted
basis would increase from approximately 43% to approximately 64%
(assuming Pala is required to fund its full Subscription Commitment
in the Offering and receipt of applicable regulatory clearance) and
Mercuria’s ownership interest in the Company on a non-diluted basis
would decrease from approximately 24% to approximately 17%.
Additional $10 Million Committed under
the KfW Facility Extension Tranche; Seeking further $10 million
Expansion under the KfW Facility
On October 28, 2022, a new tranche of up to $25
million (the “Extension Tranche”) was added to the
Company’s senior credit facility (the “KfW
Facility”) with KfW IPEX-Bank GmbH
(“KfW”), of which Pala, Mercuria, and Triple Flag
committed, in aggregate, the first $15 million, which has since
been drawn by the Company. Pursuant to the Financing Agreement,
Pala, Mercuria and Triple Flag commit to provide the remaining $10
million undrawn amount under the Extension Tranche, with Pala,
Mercuria and Triple Flag committing to each provide $3.33 million
of the Extension Tranche (the “Extension
Funding”), in accordance with the terms and conditions of
the Extension Tranche.
Pursuant to the Financing Agreement, the
Company, Pala, Mercuria and Triple Flag have agreed to support the
expansion of the Extension Tranche by $10 million, to an aggregate
amount of $35 million. Such extension is subject to the approval of
KfW and the Company’s other lenders. If such approval is obtained,
each of Pala, Mercuria and Triple Flag would provide $3.33 million
of such extended tranche and any draws under such extension would
be made in accordance with the terms and conditions of the KfW
Facility.
Deliveries under Stream Agreement
Temporarily Financed through Extension Tranche
The Company and Triple Flag have agreed that
certain metal deliveries that become due to Triple Flag under the
Company’s stream agreement with Triple Flag will be financed
through loans or advances committed by Triple Flag under the
Extension Tranche (subject to refreshed draw room becoming
available thereunder) up to a maximum of $15 million for 2023, and,
subject to certain conditions, for 2024.
Deferred Funding Agreement
Upon the closing of the Offering, Pala and
Mercuria have agreed to enter into a deferred funding agreement in
favour of the Company (the “Deferred Funding
Agreement”), pursuant to which Pala and Mercuria will
provide up to $15 million and $10 million, respectively, subject to
certain conditions, to be drawn pro rata by the Company, if
required, until June 30, 2024. To the extent that the gross
proceeds of the Offering, including any exercise of the
Over-Allotment Option, exceeds $39.5 million, the $25 million
deferred funding amount will be reduced, pro rata, on a
dollar-for-dollar basis. These funds, if required, will be advanced
in exchange for Common Shares, convertible and/or non-convertible
debt of the Company.
The closing of the Offering is conditional on
the execution of the Deferred Funding Agreement, as well as the
completion of the Initial Pala Exercise, the Mercuria Warrant
Exercise and the Extension Funding.
Pala has also agreed to provide $10 million in
debt funding to the Company (some of which has already been
advanced).
Consistent with the Company’s stated plans and
prior disclosure, the Company has retained SMD as its underground
lateral development contractor.
Mercuria Copper Option
Pursuant to the Financing Agreement, the Company
has agreed to grant Mercuria an option to acquire, for an aggregate
purchase price of $5 million, call options on a portion of the
Company’s copper production on market terms to be agreed between
the Company and Mercuria (the “Copper Option”).
The Copper Option is subject to compliance with regulatory
requirements (including any required approvals by the TSX), any
required third-party consents (including the Company’s lenders, if
required) and the approval by the independent directors of the
Company.
Concord Extension
On April 27, 2023, the Company and Concord
Resources Limited (“Concord”) agreed to extend the
term of the Company’s working capital facility with Concord (the
“Working Capital Facility”) for 36 months upon
satisfaction of certain completion conditions, which would allow
the Company to re-commence draws under the Working Capital Facility
upon the resumption of concentrate deliveries to Concord.
Delisting Review
In connection with the Company’s October 2022
financing, the Company was granted a “financial hardship” exemption
from the TSX requirements to obtain shareholder approval of certain
components of the financing package. As a consequence, the TSX
placed the Company under remedial delisting review, which is normal
practice when a listed issuer seeks to rely on this exemption. The
TSX has since confirmed that no remedial action is required by the
Company in respect of the delisting review and that it satisfied
the TSX’s applicable requirements for continued listing. As a
result of the foregoing, the delisting review has now been lifted
by the TSX.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any 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 the owner of the
Pumpkin Hollow copper project located in Nevada, USA with
substantial mineral reserves and resources including copper, gold
and silver. Its two permitted projects include the higher-grade
Underground Mine and processing facility, which is undergoing a
restart of operations, and a large-scale open pit PFS stage
project.
Randy BuffingtonPresident &
CEO
For additional information, please see the
Company’s website at www.nevadacopper.com, or contact:
Tracey Thom | Vice President,
IR and Community Relationstthom@nevadacopper.com+1 775 391 9029
Cautionary Language on Forward Looking
StatementsThis news release contains “forward-looking
information” and “forward-looking statements” 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 timing thereof, the Subscription Commitments, the
timing of the Warrant Exercises, the availability of the undrawn
portion of the Extension Tranche, the execution of the Deferred
Funding Agreement, the use of proceeds of the Offering and the
Financing Agreement, regulatory matters relating to the HSR
Clearance and the achievement of the nameplate capacity of the
production at the Underground Mine and the timing thereof. There
can be no assurance that the Offering or the Warrant Exercises or
the other transactions referred to herein will be completed or that
ramp-up of the Underground Mine and the achievement of nameplate
production capacity will occur or will not cost more than expected
and require the Company to raise additional financing. There can be
no assurance that any such additional financing will be available
on terms that are favourable to the Company or at all.
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 restart and ramp-up of the Underground Mine within the
expected cost estimates and timeframe; the impact of COVID-19 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 restart and
ramp-up, including the ability of the Company to address
underground development and process plant issues; ground
conditions; cost overruns relating to development, construction
restart and ramp-up of the Underground Mine; loss of material
properties; interest rate increases; 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; dependence on management
information systems and cyber security risks; 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, 2022 and in the section entitled “Risk
Factors” in the Company’s Annual Information Form dated March 20,
2023. The forward-looking statements and information contained in
this news release are based upon assumptions management believes to
be reasonable, including, without limitation: no adverse
developments in respect of the property or operations at the
project; no material changes to applicable laws; the restart and
ramp-up of operations at the Underground Mine in accordance with
management’s plans and expectations; no material adverse impacts
from COVID-19 going forward; the Company will be able to obtain
sufficient additional funding to complete the restart and ramp-up
of the Underground Mine, no material adverse change to the price of
copper from current levels; and the absence of any other factors
that could cause actions, events or results to differ from those
anticipated, estimated or intended.
The forward-looking information and statements
are stated as of the date hereof. The Company disclaims any intent
or obligation to update forward-looking statements or information
except as required by law. 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 information and statements, there may be other
factors that could cause actions, events or results not to be as
anticipated, estimated or intended. Specific reference is made to
“Risks and Uncertainties” in the Company’s Management’s Discussion
and Analysis in respect of the year ended December 31, 2022 and
“Risk Factors” in the Company’s Annual Information Form dated March
20, 2023, for a discussion of factors that may affect
forward-looking statements and information. Should one or more of
these risks or uncertainties materialize, should other risks or
uncertainties materialize or should underlying assumptions prove
incorrect, actual results and events may vary materially from those
described in forward-looking statements and information. For more
information on the Company and the risks and challenges of its
business, investors should review the Company’s filings that are
available at www.sedar.com.
The Company 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.
Nevada Copper (TSX:NCU)
過去 株価チャート
から 4 2024 まで 5 2024
Nevada Copper (TSX:NCU)
過去 株価チャート
から 5 2023 まで 5 2024