NexGen Announces Upsized C$224 Million CDI Offering in Australia
NexGen Announces Upsized C$224 Million CDI Offering in Australia
Vancouver, BC, April 30, 2024 - NexGen Energy Ltd. ( “NexGen” or the “Company”) (TSX: NXE) (NYSE:
NXE) (ASX: NXG) is pleased to announce that it has entered into a n amended and restated placement agreement
dated April 30, 2024 (the “Placement Agreement”) with a lead manager and bookrunner in Australia, Aitken Mount
Capital Partners (the “Lead Manager”) to upsize its previously announced Australian offering to be 20,161,290
common shares (the “Shares”) of the Company, at a price of C$11.11 per Share (based on the daily average exchange
rate of A$1.00=C$0.8963 published by the Bank of Canada on April 29, 2024 ) for aggregate gross proceeds of
approximately C$224 million (the “Offering”). Canaccord Genuity acted as Lead Co-Manager to the Offering.
The Offering will be marketed to Australian investors to enhance the liquidity, trading volumes and market
capitalization of the Company’s CHESS Depositary Interests ( “CDIs”) listed on the ASX and will be done in
accordance with the terms of the Placement Agreement . The net proceeds of the Offering will be used to fund the
continued development and further exploration of the Company’s mineral properties, and for general corporate
purposes.
Closing of the Offering is expected to occur on or about May 15, 2024, with settlement to occur through newly-issued
CDIs listed on the ASX. The ASX uses an uncertificated electronic system called CHESS for the electronic clearance
and settlement of trades on the ASX in depositary instruments know as CDIs. CDIs represent the beneficial interest
in an underlying Share, which are traded in a manner similar to shares in an Australian company listed on ASX. Each
CDI represents a unit of beneficial ownership in one underlying Share.
The Shares will be issued pursuant to a prospectus supplement (the “Prospectus Supplement”) to the Company ’s
final short form base shelf prospectus to be filed in all provinces and territories of Canada dated December 8, 2023
(the “Base Shelf Prospectus ”). The CDIs will not be qualified by the Prospectus Supplement or the Base Shelf
Prospectus, and may not be offered or sold in Canada. Resales of CDIs in Canada will be restricted under applicable
Canadian securities laws. The CDIs and underlying Shares have not been registered under the U.S. Securities Act of
1933, and may not be offered or sold in the United States absent registration thereunder or an applicable exemption
from the registration requirements thereof.
Issuance of the Shares is subject to a number of conditions, including receipt of customary TSX and NYSE approvals.
The Lead Manager may terminate its obligations under the Placement Agreement, at its discretion, on the basis of
certain “market out”, “disaster out”, and “regulatory out” conditions, in addition to the occurrence of certain stated
events.
Concurrent Amendment to ATM Program to Facilitate Offering
To create room for the Shares to be distributed under the Base Shelf Prospectus , the Company, Virtu Canada Corp.,
as Canadian agent, and Virtu Americas, LLC, as U.S. agent (together, the “Agents”) have agreed to amend the
Company’s previously announced at-the-market program (the “ATM Program”) by reducing the aggregate value of
common shares that may be offered and sold from up to C$500,000,000 to up to C$275,925,000 in common shares
by amending, as of April 29, 2024, the equity distribution agreement dated December 11, 2023 between the Company
and the Agents (the “Amended Sales Agreement”). The volume and timing of sales under the ATM Program, if any,
will be determined in the Company’s sole discretion, and at the market price prevailing at the time of each sale, and,
as a result, sale prices may vary. To date, a n aggregate of 13,000,800 common shares of the Company have been
distributed under the ATM Program, for aggregate gross proceeds of C$134,948,304 (the “Prior Sales”).
Offers and sales under the ATM Program, if any, may be made on the TSX and/or the NYSE, and/or any other
marketplace for the common shares in Canada or the United States as agreed to between the Agents and the Company,
pursuant to a prospectus supplement dated December 11, 2023 (the “ ATM Prospectus Supplement ”) to the
Company’s Base Shelf Prospectus and a prospectus supplement (the “ U.S. ATM Prospectus Supplement ”) to the
Company’s U.S. Base Prospectus included in the Registration Statement filed with the United States Securities and
Exchange Commission on December 8, 2023 (collectively, the ATM Prospectus Supplement, Base Shelf Prospectus,
U.S. ATM Prospectus Sup plement, the U.S. Base Prospectus and Registration Statement, the “ ATM Offering
Documents”). As a result of the Amended Sales Agreement and taking into account the Prior Sales, the maximum
amount of sales remaining under the ATM Program will be C$140,976,696.
As outlined in the ATM Offering Documents, the Company intends to use the net proceeds from the ATM Program,
if any, to fund the continued development and further exploration of its mineral properties, and for general corporate
purposes. The ATM Program will be effective until the earlier of (i) the sale of all of the common shares in the capital
of the Company issuable pursuant to the ATM Program (as amended by the Amended Sales Agreement) and (ii)
January 8, 2026, unless terminated prior to such date by t he Company or the Agents. The ATM Prospectus
Supplement, the Base Shelf Prospectus and the Sales Agreement are available at www.sedarplus.ca and the U.S.
ATM Prospectus Supplement, the U.S. Base Prospectus and the Registration Statement are available at www.sec.gov.
Alternatively, the Agents will send copies of the ATM Prospectus Supplement and the Base Shelf Prospectus or the
U.S. ATM Prospectus Supplement and the U.S. Base Prospectus, as applicable, upon request by contacting: Virtu
Canada Corp.; Attn Capital Markets; 222 Bay Street | Suite 1720 | Toronto, ON M5K 1B7; [email protected]
or Virtu Americas, LLC; Attn Capital Markets; 1633 Broadway | New York, NY 10019; [email protected].
Potential investors should read the ATM Offering Documents, Amended Sales Agreement and other documents the
Company has filed publicly, available at www.sedarplus.ca and www.sec.gov, for more complete information about
the Company and the ATM Program.
Legal Advisors
Farris LLP acted as legal counsel to the Company. Blake, Cassels & Graydon LLP (Canadian counsel) and Skadden,
Arps, Slate, Meagher & Flom LLP (U.S. counsel) served as legal advisors to the Agents in connection with the ATM
Program.
About NexGen
NexGen is a British Columbia corporation focus ed on the development of the Rook I Project located in the
southwestern Athabasca Basin, Saskatchewan, Canada, into production.
Contact Information
Leigh Curyer
Chief Executive Officer
NexGen Energy Ltd.
+1 604 428 4112
Travis McPherson
Chief Commercial Officer
NexGen Energy Ltd.
+1 604 428 4112
Monica Kras
Vice President, Corporate Development
+44 7307 191933
No securities regulatory authority has either approved or disapproved of the contents of this press release. This
press release is for information purposes only and does not constitute an offer to sell or the solicitation of an
offer to buy the Shares, or CDIs, nor shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Forward-Looking Information
The information contained herein contains “forward-looking statements” within the meaning of applicable United
States securities laws and regulations and “forward-looking information” within the meaning of applicable Canadian
securities legislation. “Forward-looking information” includes, but is not limited to, anticipated sale and distribution
of Common Shares under the Offering, the volume and timing of the sale and distribution of Common Shares under
the Offering, the expected uses of the net proceeds from any sales of Common Shares , and the filing of the U.S
Prospectus Supplement, and the Prospectus Supplement. 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 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 mineral
reserve and resources estimates and the key assumptions and paramete rs on which such estimates are based are as
set out in the technical report for the property , the results of planned exploration activities are as anticipated, the
price and market supply 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 in the future.
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; price of uranium; the appeal of alternate sources of
energy; exploration and development risks; uninsurable risks; reliance upon key management and other personnel;
imprecision of mineral resource estimates; potential cost overruns on any development; pending assay results;
changes in climate or increases in environmental regulation; aboriginal title and consultation issues; deficiencies in
the Company’s title to its properties; information security and cyber threats; failure to manage conflicts of interest;
failure to obtain or maintain required permits and licenses; changes in laws, regulations and policy; changes in
government policy; competition for r esources and financing; volatility in market price of the Common Shares;
potentially dilutive future financings; financial and uranium market reactions, as well as effects on individuals on
which NexGen relies, as a result of global pandemics (including CO VID-19); speculative nature of exploration and
development projects; liquidity of securities of NexGen; dilution risks to existing securityholders; risks associated
with the sale of securities of NexGen; inability to exploit, expand and replace mineral reserves and mineral resources,
as well as those factors or other risks as more fully described in NexGen’s Annual Information Form dated March 6,
2024 filed with the securities commissions of all of the provinces and territories of Canada and in NexGen’s 40-F filed
with the United States Securities and Exchange Commission, which are available on SEDAR +
at www.sedarplus.ca and Edgar at www.sec.gov.
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 statements or implied by forward-looking information or
statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are
cautioned not to place undue reliance on forward -looking information or statements due to the inherent uncertainty
thereof.
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 reli ance 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.