VANCOUVER, May 11, 2020 /CNW/ - NexGen Energy Ltd.
("NexGen" or the "Company") (TSX:NXE, NYSE
MKT:NXE) is pleased to announce that it has entered into a
binding agreement with Queen's Road Capital Investment Ltd.
("QRC") (TSXV: QRC) for a financing package totalling
US$30 million, comprising:
(a) US$15 million of common shares of NexGen (the
"Placement Shares"); and
(b) US$15 million aggregate principal amount of
unsecured convertible debentures (the "Debentures").
The US$15 million private
placement of Placement Shares will result in the issuance of
approximately 11.6 million Placement Shares at a price of
C$1.80 per Placement Share,
(equal to a 5% premium to the 20-day VWAP of the Company's common
shares (the "Common Shares")). The Debentures will be
convertible at the holder's option into approximately 8.9 million
Common Shares (at current exchange rates, with actual number of
Common Shares to be issued dependent on exchange rate at time of
conversion).
Leigh Curyer, Chief Executive Officer of NexGen,
commented, "We welcome QRC as a new shareholder of NexGen. QRC
is becoming a leading financier to the global resources sector in
portfolio companies incorporating elite standards of ESG. QRC
complements NexGen's existing well respected shareholder base of
long term committed supporters of the Company. NexGen's commitment
to deliver highly positive impacts to as many people as possible
covering economic, health, community and government through the
optimal development of the Arrow Project, particularly in these
times, is reflective of its leading organizational culture. "
Warren Gilman, Chairman and
Chief Executive Officer of Queen's Road Capital,
commented, "I am excited to announce QRC's investment
into NexGen. QRC seeks to invest in world-class mineral resource
assets in safe jurisdictions and the Arrow Project, as the world's
largest to-be-developed high-grade uranium deposit located in
Saskatchewan, Canada, meets that
criteria. I have been a director of NexGen since 2017 and today's
financing will ensure the Company continues to successfully advance
the exciting Arrow Project towards production."
The Terms of the Debentures
The Debentures will carry a 7.5% 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") of C$2.34,
equal to a 30% premium to the issue price of the Common
Shares.
Two-thirds of the Interest (equal to 5% per annum) is payable in
cash. One-third of the Interest (equal to 2.5% per annum) is
payable in Common Shares issuable at a price equal to the 20-day
VWAP on either the TSX or NYSE MKT (whichever has the greatest
trading volume of Common Shares) ending on the 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 consideration for the investment in NexGen, the Company and
QRC will enter into an investor rights agreement (the "Investor
Rights Agreement") providing for similar rights and obligations as
were agreed to by investors in connection with the Company's most
recent private placement financing. Specifically, the Investor
Rights Agreement will provide for voting alignment, standstill and
transfer restriction covenants that would apply for such time as
QRC holds at least 5% of the Common Shares (on a partially diluted
basis) or until there is a change of control of the Company.
Use of Proceeds
Proceeds from the financing will be used to fund the continuing
development of the Company's Rook 1 Project and for general
corporate purposes.
Conditions
The financing is subject to the satisfaction of customary
closing conditions, including but not limited to 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
BMO Capital Markets and Fort Capital Partners are acting as
financial advisors and lead placement agents to NexGen.
About Queen's Road Capital Investment Ltd.
Queen's Road Capital Investment Ltd. is becoming a leading
financier to the global resource sector. The company is a
resource-focused investment company, making investments in
privately held and publicly traded resource companies. The company
acquires and holds securities for both long-term capital
appreciation and short-term gains, with a focus on convertible debt
securities and resource projects in advanced development or
production located in safe jurisdictions.
About NexGen
NexGen is a British Columbia corporation with a focus
on the acquisition, exploration and development of Canadian uranium
projects. NexGen has a highly experienced team of uranium industry
professionals with a successful track record in the discovery of
uranium deposits and in developing projects through discovery to
production.
NexGen owns a portfolio of prospective uranium exploration
assets in
the Athabasca Basin, Saskatchewan, Canada;
including a 100% interest in Rook I, location of the Arrow Deposit
discovered in February 2014, the Bow discovery in March
2015, the Harpoon discovery in August 2016 and the Arrow
South discovery in July 2017. NexGen is the recipient of the
PDAC's 2018 Bill Dennis Award and the 2019 Environmental and Social
Responsibility Award.
This news release shall not constitute an offer to sell or a
solicitation of any offer to buy any securities, nor shall there be
any sale of any securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities referenced
herein have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act"), and such securities may not be offered or sold within
the United States absent
registration under the U.S. Securities Act or an applicable
exemption from the registration requirements thereunder.
Forward-Looking Information
The information contained herein contains "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 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 the activities, events or
developments that the Company expects or anticipates will or may
occur in the future. 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. Forward looking
information in this press release includes, but is not limited to,
statements regarding use of proceeds and expected closing
timing.
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 proposed financing transaction will be completed, the results
of planned exploration activities are as anticipated, the price 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.
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, negative
operating cash flow and dependence on third party financing,
uncertainty of the availability of additional financing, impact of
the COVID-19 pandemic, including related to the length, severity
and spread of the pandemic and measures taken by governmental
authorities and public health officials in respect of the pandemic,
the risk that pending assay results will not confirm previously
announced preliminary results, imprecision of mineral resource
estimates, the appeal of alternate sources of energy and sustained
low uranium prices, aboriginal title and consultation issues,
exploration risks, 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 licenses, changes in
laws, regulations and policy, competition for resources and
financing, and other factors discussed or referred to in the
Company's Annual Information Form dated March 11, 2020 under "Risk Factors".
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 implied by
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended.
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.
