2020-07-14 08:09 ET - News Release
Ms. Molly Blemker reports FUNDS MANAGED BY CASTLELAKE COMMIT TO ACQUIRE EQUITY OF NEVADA COPPER On July 13, 2020, funds managed by global private investment firm Castlelake LP committed to subscribe for an aggregate of 149,902,852 units of Nevada Copper Corp. at a price of 15 cents per unit for aggregate gross proceeds of $22,485,427.80, as further described below. The Subscription forms a part of a larger offering of 643,713,553 Units by Nevada Copper on a bought deal basis (the "Offering"). Each Unit consists of one common share of Nevada Copper (an "NCU Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of Nevada Copper. Each full Warrant will entitle the holder thereof to purchase one NCU Share at a price of $0.20 per NCU Share, for a period of 18 months following the closing of the Offering. As part of the Offering, the Company has granted the underwriters an option (the "Over-Allotment Option"), exercisable at the Offering Price for a period of 30 days following the closing of the Offering, to purchase up to an additional 23,790,000 Units, NCU shares and/or Warrants (or any combination thereof) at the discretion of the underwriters to cover over-allotments, if any, and for market stabilization purposes. The Offering is expected to close on or about July 27, 2020, subject to the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities. As part of the Offering, the Company will prepay in full (including all capitalized interest, capitalized fees and accrued interest thereon of approximately US$4 million) the US$30 million convertible loan facility (the "Convertible Loan") that the Company entered into with Pala Investments Limited ("Pala") on March 27, 2020, subsequent to which funds managed by Castlelake acquired a principal amount equal to US$13,400,000 on July 7, 2020 (see Castlelake's press release and early warning report dated July 8, 2020 for further details). In connection with the prepayment of the Convertible Loan, Castlelake has agreed to waive the applicable prepayment premiums and has agreed to subscribe for a portion of the Offering that is equal to the full amount owing to Castlelake funds under the Convertible Loan (including principal, capitalized interest, capitalized fees and any accrued and unpaid interest), which amounts to CDN$18,407,227.58 (assuming a closing date of the Offering of July 27, 2020) and forms a portion of the Subscription. Immediately prior to the Subscription, Castlelake funds owned 136,632,313 NCU Shares, representing approximately 16.7% of the issued and outstanding NCU Shares, and, assuming the conversion of its proportion of the Convertible Loan at the conversion price thereunder and assuming all interest under the Convertible Loan is capitalized and converted at maturity at the conversion price thereunder, Castlelake funds would have held an aggregate of 331,126,615 NCU Shares (using an exchange rate of US$1 = CAD$1.3543 based on the Bank of Canada closing rate as of July 6, 2020), representing approximately 32.6% of the issued and outstanding NCU Shares on a partially diluted basis. Upon closing of the Offering and repayment of the Convertible Loan, Castlelake funds will own an aggregate of 286,535,165 NCU Shares and 74,951,426 Warrants, representing approximately 19.6% of the issued and outstanding NCU Shares on a non-diluted basis (not including any exercise of the Over-Allotment Option) and approximately 23.5% of the issued and outstanding NCU Shares on a partially diluted basis (not including any exercise of the Over-Allotment Option and assuming only the exercise of the Warrants held by Castlelake funds). Castlelake funds have acquired these securities for investment purposes and may increase or decrease the investment in the securities of Nevada Copper depending on its evaluation of the business, prospects and financial condition of Nevada Copper, the market for Nevada Copper's securities, general economic and tax conditions and other factors. https://www.stockwatch.com/News/Item/?bid=Z-C%3aNCU-2933393
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