VANCOUVER, BC, Aug. 31,
2023 /CNW/ - NexGen Energy Ltd. ("NexGen" or the
"Company") (TSX: NXE) (NYSE: NXE) (ASX: NXG) is pleased to
announce that it has entered into binding term sheets with Queen's
Road Capital Investment Ltd. ("QRC") and Washington H Soul
Pattinson and Company Limited ("WHSP") for a private placement
(the "Offering") of US$110
million aggregate principal amount of unsecured convertible
debentures (the "Debentures").
The Debentures will be convertible at the holder's option into
approximately 21.97 million common shares of NexGen (the "Common
Shares") (at current exchange rates, with the actual number of
Common Shares dependent on the exchange rate at the time of
conversion).
In addition, WHSP has agreed to purchase 8.7
million outstanding common shares of NexGen from QRC (the
"Pre-Arranged Trade"), enabling QRC to partially fund its purchase
of Debentures.
Leigh Curyer, Chief Executive Officer, commented: "Today's
US$110M financing from two highly
respected investors, our long-standing investor in QRC and, the
addition of WHSP in Australia,
optimally places NexGen to deliver on its stated objectives in the
development of the Rook I Project. It is an incredibly exciting
time for NexGen as we recently received confirmation of the
completion of the Provincial Environmental Assessment Technical
Review and submission of the Final Provincial Environmental Impact
Statement to the Saskatchewan Ministry of Environment. Further,
permitted pre-construction site works are well advanced with the
team and all of its stakeholders focused on the responsible
delivery of Rook I for the world's energy transition."
Terms of the Debentures
The Debentures will carry a 9.0% coupon (the "Interest") over a
5-year term. The Debentures will be convertible at the holder's
option into Common Shares, at a conversion price (the "Conversion
Price") per Common Share of US$6.76
(C$9.15 per Common Share equivalent
incorporating today's exchange rate) representing a 30% premium to
the volume-weighted average trading price (the "VWAP") per Common
Share on the Toronto Stock Exchange (the "TSX") for the 5-days
ending on the day prior to the date of this announcement.
Two-thirds of the Interest (equal to 6% per annum) is payable in
cash. One-third of the Interest (equal to 3% per annum) is payable
in Common Shares issuable at a price equal to the 20-day VWAP on
either the Toronto Stock Exchange or New York Stock Exchange
(whichever has the greatest trading volume of Common Shares) ending
on, and including, the third trading day prior to the date such
interest payment is due.
The Company will be entitled, on or after the third anniversary
of the date of the issuance of the Debentures, at any time that the
20-day VWAP on the TSX exceeds 130% of the Conversion Price, to
redeem the Debentures at par plus accrued and unpaid Interest.
Strategic Alignment Provisions
In connection with the Offering, the Company will enter into an
investor rights agreement with both QRC and WHSP, containing the
same voting alignment, standstill, and transfer restriction
covenants as the existing investor rights agreement with QRC dated
May 27, 2020. However, these
provisions will be revised to apply regardless of the number of
Common Shares held, and the restrictions allowing for a sale of
Common Shares every thirty days will be limited to 0.5% of the
number of Common Shares held.
Use of Proceeds
Proceeds from the Offering will be used to fund the continuing
development and further exploration of the Company's mineral
properties, and for general corporate purposes.
Conditions
Closing of the Offering is conditional upon completion of the
Pre-Arranged Trade and the satisfaction of customary closing
conditions, including stock exchange approvals, the completion of
definitive documentation, there being no material adverse change in
the business of the Company, or a major event of national or
international consequence that disrupts the financial markets or
the business, operations or affairs of the Company.
Advisors and Legal Counsel
Aitken Mount Capital Partners were advisors to the transaction.
Farris LLP, Vancouver provided
legal.
About NexGen
NexGen Energy is a Canadian company focused on delivering clean
energy fuel for the future. The Company's flagship Rook I
Project is being optimally developed into the largest low cost
producing uranium mine globally, incorporating the most elite
standards in environmental and social governance. The Rook I
Project is supported by a NI 43-101 compliant Feasibility
Study which outlines the elite environmental performance and
industry leading economics. NexGen is led by a team of
experienced uranium and mining industry professionals with
expertise across the entire mining life cycle, including
exploration, financing, project engineering and construction,
operations and closure. NexGen is leveraging its proven
experience to deliver a Project that leads the entire mining
industry socially, technically and environmentally. The
Project and prospective portfolio in northern Saskatchewan will provide generational
long-term economic, environmental, and social benefits for
Saskatchewan, Canada, and the
world.
NexGen is listed on the Toronto Stock Exchange, the New York
Stock Exchange under the ticker symbol "NXE" and on the Australian
Securities Exchange under the ticker symbol "NXG" providing access
to global investors to participate in NexGen's mission of solving
three major global challenges in decarbonization, energy security
and access to power. The Company is headquartered in
Vancouver, British Columbia, with
its primary operations office in Saskatoon, Saskatchewan.
Technical Disclosure
All technical information in this news release has been
reviewed and approved by Kevin
Small, NexGen's Senior Vice President, Engineering and
Operations, a qualified person under National Instrument
43-101.
A technical report in respect of the FS is filed on SEDAR
( www.sedar.com ) and EDGAR
(www.sec.gov/edgar.shtml ) and is available for review on
NexGen Energy's website (www.nexgenenergy.ca ).
Cautionary Note to U.S. Investors
This news release includes Mineral Reserves and Mineral
Resources classification terms that comply with reporting standards
in Canada and the Mineral Reserves and the Mineral
Resources estimates are made in accordance with NI 43-101. NI
43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure
an issuer makes of scientific and technical information concerning
mineral projects. These standards differ from the requirements of
the Securities and Exchange Commission ("SEC") set by the SEC's
rules that are applicable to domestic United
States reporting companies. Consequently, Mineral
Reserves and Mineral Resources information included in this news
release is not comparable to similar information that would
generally be disclosed by domestic U.S. reporting companies subject
to the reporting and disclosure requirements of the SEC
Accordingly, information concerning mineral deposits set forth
herein may not be comparable with information made public by
companies that report in accordance with U.S. standards.
Forward-Looking Information
The information contained herein contains "forward-looking
statements" within the meaning of applicable United
States securities laws and regulations and "forward-looking
information" within the meaning of applicable Canadian securities
legislation. "Forward-looking information" includes, but is not
limited to, statements with respect to mineral reserve and mineral
resource estimates, the 2021 Arrow Deposit, Rook I Project and
estimates of uranium production, grade and long-term average
uranium prices, anticipated effects of completed drill results on
the Rook I Project, planned work programs, completion of further
site investigations and engineering work to support basic
engineering of the project and expected outcomes. Generally, but
not always, forward-looking information and statements can be
identified by the use of words such as "plans", "expects", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "believes" or the negative connotation
thereof or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved" or the negative
connotation thereof. Statements relating to "mineral
resources" are deemed to be forward-looking information, as they
involve the implied assessment that, based on certain estimates and
assumptions, the mineral resources described can be profitably
produced in the future.
Forward-looking information and statements are based on the
then current expectations, beliefs, assumptions, estimates and
forecasts about NexGen's business and the industry and markets in
which it operates. Forward-looking information and statements are
made based upon numerous assumptions, including among others, that
the mineral reserve and resources estimates and the key assumptions
and parameters on which such estimates are based are as set out in
this news release and the technical report for the property , the
results of planned exploration activities are as anticipated, the
price and market supply of uranium, the cost of planned exploration
activities, that financing will be available if and when needed and
on reasonable terms, that third party contractors, equipment,
supplies and governmental and other approvals required to conduct
NexGen's planned exploration activities will be available on
reasonable terms and in a timely manner and that general business
and economic conditions will not change in a material adverse
manner. Although the assumptions made by the Company in providing
forward looking information or making forward looking statements
are considered reasonable by management at the time, there can be
no assurance that such assumptions will prove to be accurate in the
future.
Forward-looking information and statements also involve known
and unknown risks and uncertainties and other factors, which may
cause actual results, performances and achievements of NexGen to
differ materially from any projections of results, performances and
achievements of NexGen expressed or implied by such forward-looking
information or statements, including, among others, the existence
of negative operating cash flow and dependence on third party
financing, uncertainty of the availability of additional financing,
the risk that pending assay results will not confirm previously
announced preliminary results, conclusions of economic valuations,
the risk that actual results of exploration activities will be
different than anticipated, the cost of labour, equipment or
materials will increase more than expected, that the future price
of uranium will decline or otherwise not rise to an economic level,
the appeal of alternate sources of energy to uranium-produced
energy, that the Canadian dollar will strengthen against the U.S.
dollar, that mineral resources and reserves are not as estimated,
that actual costs or actual results of reclamation activities are
greater than expected, that changes in project parameters and plans
continue to be refined and may result in increased costs, of
unexpected variations in mineral resources and reserves, grade or
recovery rates or other risks generally associated with mining,
unanticipated delays in obtaining governmental, regulatory or First
Nations approvals, risks related to First Nations title and
consultation, reliance upon key management and other personnel,
deficiencies in the Company's title to its properties, uninsurable
risks, failure to manage conflicts of interest, failure to obtain
or maintain required permits and licences, risks related to changes
in laws, regulations, policy and public perception, as well as
those factors or other risks as more fully described in NexGen's
Annual Information Form dated February
24, 2023 filed with the securities commissions of all of the
provinces of Canada except Quebec and in
NexGen's 40-F filed with the United States Securities and Exchange
Commission, which are available on SEDAR
at www.sedar.com and Edgar
at www.sec.gov .
Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in the forward-looking information or statements or
implied by forward-looking information or statements, there may be
other factors that cause results not to be as anticipated,
estimated or intended. Readers are cautioned not to place
undue reliance on forward-looking information or statements due to
the inherent uncertainty thereof.
There can be no assurance that forward-looking information
and statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking statements or information. The Company
undertakes no obligation to update or reissue forward-looking
information as a result of new information or events except as
required by applicable securities laws.
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SOURCE NexGen Energy Ltd.