Nevada Copper Corp NEVDQ

Halt = offering >>>

[Notgnu]

Nevada Copper Announces Overnight Marketed Public Offering of Units

    

NOT FOR DISSEMINATION IN THE UNITED STATES

YERINGTON, Nev., Nov. 10, 2021 (GLOBE NEWSWIRE) --  Nevada Copper Corp. (TSX: NCU) (OTC: NEVDF) (FSE: ZYTA) (“Nevada Copper” or the “Company”) is pleased to announce that it has filed a preliminary short form prospectus with the securities commissions in all provinces of Canada, except Quebec, in connection with a marketed public offering (the “Offering”) of units (the “Units”) of the Company seeking to raise aggregate gross proceeds of approximately C$75,000,000. The Company’s largest shareholder, Pala Investments Limited (“Pala”), has committed to purchase, on a private placement basis, an aggregate number of Units to maintain its current shareholding percentage in the Company (the “Private Placement”) after giving effect to both the Offering and the Private Placement (the “Purchased Units”) at the price per Purchased Unit determined in connection with 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 at any time for a period of 18 months following closing of the Offering. Final pricing of the Units, the Warrant exercise price and the determination of the number of Units to be sold pursuant to the Offering will be determined following marketing. The Offering will be conducted on an overnight marketed “best efforts” basis by a syndicate of underwriters to be formed and led by Scotiabank, as lead underwriter and sole-bookrunner (collectively, the “Underwriters”).

The Company intends to grant 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.

As announced on October 12, 2021, the Company entered into amendments to its amended and restated credit facility (the “KfW Facility”) with its senior project lender, KfW-IPEX Bank, for a significant deferral and extension of its debt facilities, providing substantially greater balance sheet flexibility and support for the completion of the ramp-up of its underground mining operations and subsequent advancement of its open pit project and broader property exploration targets. The Company expects the effectiveness of the deferral and extensions agreed under the KFW Facility to occur upon the closing of the Offering and the Private Placement.

Additionally, in connection with the Offering, the Company and Pala have agreed to amend the existing non-binding term sheet as previously announced on October 12, 2021 to provide for a binding commitment (the “Binding Term Sheet”) in respect of certain amendments to the credit facility entered into between Company and Pala on February 3, 2021 (as amended, the “Amended Credit Facility”). The Amended Credit Facility will consolidate all outstanding loans owing to Pala and the maturity date will be extended by two years from 2024 to 2026. Net proceeds raised in the Offering will replace the new tranche of up to US$41 million that was contemplated by the non-binding term sheet, which will be a significant improvement to the Company’s balance sheet. See the Company’s October 12, 2021 news release for additional details on the terms of the Amended Credit Facility.

The Company intends to use the net proceeds of the Offering for: (i) the development and ramp-up of the underground mine at the Company’s Pumpkin Hollow project (the “Underground Mine”); (ii) the repayment of bridge loans advanced under the promissory note issued by the Company to Pala on October 1, 2021, as amended and restated on November 1, 2021; and (iii) 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. The balance of the June Promissory Note will be consolidated and extended under the Amended Credit Facility in accordance with the Binding Term Sheet.

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 execution of an underwriting agreement and the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the Toronto Stock Exchange. The Private Placement is conditional on the closing of the Offering.

The preliminary short form prospectus is available on SEDAR at www.sedar.com. The Company has also today filed on SEDAR its condensed interim financial statements and the related management’s discussion and analysis for the quarter ended September 30, 2021.

This news release does not constitute an offer to sell or a solicitation of an offer to buy 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 a large-scale open pit project, which is advancing towards feasibility status.

NEVADA COPPER CORP.
www.nevadacopper.com

Randy Buffington, President and CEO

For further information contact:
Rich Matthews, Investor Relations
Integrous Communications
[e-mail]
[phone]

[patchh]

so does NCI go Private ?

[Notgnu]

No... simple debt paid out and issue equity instead. Pala retains about 40% of the company. Kind of expected and takes away a lot of uncertainty. N

[Notgnu]

Not yet priced: The Offering will be conducted on an overnight marketed “best efforts” basis by a syndicate of underwriters to be formed and led by Scotiabank, as lead underwriter and sole-bookrunner (collectively, the “Underwriters”). The Company intends to grant the Underwriters an option, exercisable in whole or in part, at the sole discretion of the Underwriters, at any time for a

[TELEMARKER]

another 75 million shares

[Notgnu]

Good eye... and $75,000,000 less debt. Better than being up a Happy Creek W/O a paddle. N

[patchh]

thats why the storks hav been supressed... how much w these little kitties B worth > ?

[patchh]

they wrote a bond series ? lets see what the frankistienfort opens @ tonite

[Notgnu]

Stop drinking... They are offering up $75 million worth of shares... not yet priced... prbably in the $1.00 area but ??? N

[Notgnu]

Net proceeds raised in the Offering will replace the new tranche of up to US$41 million that was contemplated by the non-binding term sheet, which will be a significant improvement to the Company’s balance sheet. N

[patchh]

lets pray tell that SB buys nuff to not sell

[patchh]

syndicate of underwriters  ?? now i am lost @ the keyboard here !! did NCI Just go Private  or did the Big & just write a bond ?

[metalhead666]

Someday you might learn how to compose a proper sentence ....perhaps then when you ask nonsensical questions there's a chance you'll get an answer. Since the share price fell out of bed at the prospect of bankruptcy the company has taken the bull by the horns...they got rid of that useless CEO who's probably mucking out stopes now where he belongs...got a proper CEO, cleaned up the

[Notgnu]

The vote will be the over-night auction. Will it be $0.80 per share or $1.50 per share. Totally unknown in my estimation.

[emma1500]

Mining offerings are never done at par or premium. 15-20% discount or perhaps more

[patchh]

i will re-iterare them rates ! short auction overnites are set at the close of Wed stok price... auction prices re-set weekly on WED... there is alimit by COnvention on both sides of the border - set @ 20% the stoks can B sold + 20% or less (-) than 20% of the Wed CLose this is a closed auction - not a free 4 all farm tractor estate grb ! the aucthin has rules..  not many ! >>>

[patchh]

The Company intends to grant the Underwriters an option.... the underwriters in the syndicate get them storks first... they stoks will B sold in a dealers auction - then its up to the dealers who purchased the stoks; weathering the sales to the general public... read the english !  not all of the securitys are allowed, to B sold to the general public of they are underwritten by the big

[emma1500]

Over allotment option. This is normal. Nothing to do with bonds.

[patchh]

the issue is being drafted by canadian bank Syndication.. i understand the overallotment - its a restriction i hav a trukload of these syndicate bond structures.. and some re pure equities based.. if the stoks are sold at auction - thats dealer to dealer & the edalers who buy them either sell private or open them on the main board... if its dealer 2 dealer..  R we getting a new tiker

[Notgnu]

We will know by tomorrow either way. Twill be interesting to see how the market reacts. N

[Fishbillion]

This post has been removed in accordance with Community Policy

[JoeStockIQ]

Don't understand Fish, you were right all along about an unfavorable pp coming and about not getting caught holding the bag. What gives? 

[Fishbillion]

This post has been removed in accordance with Community Policy

[JoeStockIQ]

Got it, still don't understand why it ran up so much beforehand. This is different than when Taseko did their pp @ 83 cents US when share price closed at $1.08 US pre-announcement? Educate here please, why is the pp price not announced? Haven't seen one like this before. 

[Fishbillion]

This post has been removed in accordance with Community Policy

[JoeStockIQ]

Got it, thanks. 

[Fishbillion]

This post has been removed in accordance with Community Policy

[patchh]

giggles@ the debt has ben there 4 20 years...  the dealers who rite this new term  ....   will accumulate..  they ahv been for some time...  as to the ability to trak auctions on Ur site..  U need to understand there are 3 transactions posted and te auction price is eflected next day in frankfort.. if You hav the core symmetry for paid services on Ur services.

[dosco]

if pala switch debt to equity... it tells you what. they are not the bad guys!!! in case they would be, they force a bancr. to get as the debtholder the first chance to buy the "rest"... I get ripped once that way with a firm... here it sound serious and they must think:  I WILL EARN MORE WITH THE SHARES THAN WITH THE DEBT! lala... but at the end... I read that positive for pala

[patchh]

new better player (a major?) read the offering "Syndicate"  this is the new player major..  its the JV has anyone on this boaard ever encountered a debt restructuring turu an auction.. ?? albiet with the underwrites acumulating/potentially the new shares.. -->> there is a contrite' in Vlads conversions of debt...  --> keep in mind - about ten months down

[patchh]

bid/ sell are visible to those in the dealer market. thats foolish non-cents..  the deler markets are closed to the general public..  the dealers nust request a seperatc code for every trader in a firm..  unless u hav a securities lisc and a eserve pool - .e.  $$$ the auctions occur from 14:00 to 14:45 hrs..  the results are not displayed anywhere until after 5:00pm

[patchh]

grab hold !  if the price is set under syndication rules and its reviewed 2B sold at reserve..  then it possibly will B a tadd more than wed auction benchamark... these stoks are not ofered to the generl public first..  they are sold to dealers only in the syndication - who then sell to other dealers... that is a Strutured Product ! the syndication will set the reserve price...

[Notgnu]

And we are starting to sell small, but increasing amounts of this stuff: 4.3190 +0.0160(+0.37%)

[patchh]

it shure looks like it..  and the tail is still attached !l lets see if they attach the new wts to the new stocks N tandem sales this shoulld B good !

[metalhead666]

We don't have utility customers....you're insane but I knew that long ago

[lumpy13]

My guess isplacement done at 80-85 cent shares and $1-$1.1 warrants.   Share price will fall tomorrow but long term necessary to shore up their balance sheet and provide liquidity.   Would like to be proven wrong with a higher placement price, but doubt it.  Pala and others will get in cheap.

[patchh]

Fine ! syndication w a reserve going into auction SMAKS of a Structured Product... they did not gestitate adding stoks to them storks in circulation... if U hav some insight on that relase -I- would like to hear it....