Yerington, NV – November 11, 2021 – 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 onehalf 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 rampup 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 largescale Open Pit Project, which is advancing towards feasibility status.
NEVADA COPPER CORP.