VANCOUVER, BRITISH COLUMBIA–(Marketwired – Feb. 10, 2016) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Nevada Copper Corp. (TSX:NCU) (“Nevada Copper” or the “Company”) is pleased to announce that it has filed a preliminary short form prospectus with the securities regulatory authorities in each of the provinces of Canada, except Québec, in connection with a fully marketed public offering (the “Offering”) of common shares of the Company (the “Initial Securities”) for minimum net proceeds of US$15 million (approximately C$22.7 million of gross proceeds). The Offering will be conducted on a “best efforts” basis pursuant to an agency agreement to be entered into between the Company and a syndicate of agents co-led by GMP Securities L.P. and Dundee Securities Ltd. (collectively, the “Co-Lead Agents”) and including Haywood Securities Inc. (together with the Co-Lead Agents, the “Agents”). The issue price of the Initial Securities (the “Issue Price”) shall be determined in the context of the market.
The Company will grant the Agents an option (the “Over-Allotment Option”) to sell up to such number of additional common shares of the Company as is equal to 15% of the number of Initial Securities sold under the Offering (the “Additional Securities” and, together with the Initial Securities, the “Offered Securities”). The Over-Allotment Option shall be exercisable, in whole or in part, on or after the Closing Date, and for a period of 30 days thereafter, at the Issue Price per Additional Security.
Red Kite Mine Finance, senior secured lender to the Company, has advised that, subject to certain conditions, it will subscribe for up to US$2,000,000 of the Offering.
The proceeds from the Offering are expected to be used by the Company at its fully-permitted Pumpkin Hollow copper project in Nevada for engineering, ongoing property maintenance, and for working capital and general corporate purposes.
The Offered Securities will be offered by way of a short form prospectus which has been filed in all of the provinces of Canada (other than Québec) pursuant to National Instrument 44-101 Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended. Closing of the Offering is anticipated to occur on or before March 10, 2016 and is subject to, among other things, certain conditions including the completion of satisfactory due diligence by the Agents and the receipt of all necessary regulatory approvals relating to the Offering as are appropriate in the circumstances, including approval of the Toronto Stock Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (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.
NEVADA COPPER CORP.
Giulio T. Bonifacio, President & CEO
We seek safe harbour