CPE News (5/11/2020) – NexGen Energy Ltd. (TSX/NYSE American: NXE) has entered into a binding agreement with Queen’s Road Capital Investment Ltd. (TSX-V: QRC) for a financing package totalling US $30 million, consisting of US $15 million of common shares of NexGen and US $15 million aggregate principal amount of unsecured convertible debentures.
In consideration for the investment, NexGen and Queen’s Road Capital Investment will enter into an investor rights agreement providing 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.
Proceeds from the financing will be used to fund the continuing development of the NexGen’s Rook 1 Project and for general corporate purposes.
BMO Capital Markets and Fort Capital Partners are acting as financial advisors and lead placement agents to NexGen.
NexGen Energy Ltd. is backed by CEF Holdings Limited, a company 50% owned by CK Hutchison Holdings Ltd. and 50% by the Canadian Imperial Bank of Commerce (CIBC)
Warren Gilman, Chairman and CEO of Queen’s Road Capital, a director of NextGen since July 21, 2017 as CEF nominee, previously served as Chairman and CEO of CEF Holdings Limited, and Managing Director and Head of Asia Pacific Region for CIBC.
Hong Kong based Queen’s Road Capital Investment Ltd. 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.
Queen’s Road Capital Investment recently raised $84 million in equity offering.
photo credit: NexGen
News Release
NexGen Announces US$30 Million Financing with Queen’s Road Capital
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.
SOURCE NexGen Energy Ltd.
For further information: Leigh Curyer, Chief Executive Officer, NexGen Energy Ltd., +1 604 428 4112, lcuryer@nexgenenergy.ca, www.nexgenenergy.ca; Travis McPherson, Senior Vice President Corporate Development, NexGen Energy Ltd., +1 604 428 4112, tmcpherson@nexgenenergy.ca, http://www.nexgenenergy.ca; Queen’s Road Capital Investment Ltd., 011 852 2759-2022, info@queensrdcapital.com, http://www.queensrdcapital.com