NexGen Announces US$110 Million Convertible Debenture Financing and Strategic Purchase of Common Shares
NexGen Announces US$110 Million Convertible Debenture Financing and
Strategic Purchase of Common Shares
Vancouver, BC, August 31, 2023 - NexGen Energy Ltd. ("NexGen" or the "Company") (TSX: NXE)
(NYSE: NXE) (ASX: NXG) is pleased to announce that it has entered into binding term sheets with Queen’s
Road Capital Investment Ltd. (“QRC”) and Washington H Soul Pattinson and Company Limited (“WHSP”)
for a private placement (the “Offering”) of US$110 million aggregate principal amount of unsecured
convertible debentures (the “Debentures”).
The Debentures will be convertible at the holder’s option into approximately 16.27 million common shares
of NexGen (the “Common Shares”).
In addition, WHSP has agreed to purchase 8.7 million outstanding common shares of NexGen from QRC
(the “Pre-Arranged Trade”), enabling QRC to partially fund its purchase of Debentures.
Leigh Curyer, Chief Executive Officer, commented: "Today’s US$110M financing from two highly respected
investors, our long -standing investor in QRC and, the addition of WHSP in Australia, optimally places
NexGen to deliver on its stated objectives in the development of the Rook I Project. It is an incredibly exciting
time for NexGen as we recently received confirmation of the completion of the Provincial Environmental
Assessment Technical Review and submission of the Final Provincial Environmental Impact Statement to
the Saskatchewan Ministry of Environment. Further, permitted pre -construction site works are well
advanced with the team and all of its stakeholders focused on the responsible delivery of Rook I for the
world’s energy transition.”
Terms of the Debentures
The Debentures will carry a 9.0% 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”) per
Common Share of US$6.76 (C$9.15 per Common Share e quivalent incorporating today’s exchange rate)
representing a 30% premium to the volume -weighted average trading price (the “VWAP”) per Common
Share on the Toronto Stock Exchange (the “TSX”) for the 5-days ending on the day prior to the date of this
announcement.
Two-thirds of the Interest (equal to 6% per annum) is payable in cash. One-third of the Interest (equal to 3%
per annum) is payable in Common Shares issuable at a price equal to the 20 -day VWAP on either the
Toronto Stock Exchange or New York St ock Exchange (whichever has the greatest trading volume of
Common Shares) ending on, and including, the third trading 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.
This is a Designated News Release
Strategic Alignment Provisions
In connection with the Offering, the Company will enter into an investor rights agreement with both QRC
and WHSP, containing the same voting alignment, standstill, and transfer restriction covenants as the
existing investor rights agreement with QRC dated May 27, 2020. However, these provisions will be revised
to apply regardless of the number of Common Shares held, and the restrictions allowing for a sale of
Common Shares every thirty days will be limited to 0.5% of the number of Common Shares held.
Use of Proceeds
Proceeds from the Offering will be used to fund the continuing development and further exploration of the
Company’s mineral properties, and for general corporate purposes.
Conditions
Closing of the Offering is conditional upon completion of the Pre -Arranged Trade and the satisfaction of
customary closing conditions, including 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 and Legal Counsel
Aitken Mount Capital Partners were advisors to the transaction. Farris LLP, Vancouver provided legal.
About NexGen
NexGen Energy is a Canadian company focused on delivering clean energy fuel for the future. The
Company’s flagship Rook I Project is being optimally developed into the largest low cost producing uranium
mine globally, incorporating the most elite standards in environmental and social governance. The Rook I
Project is supported by a NI 43 -101 compliant Feasibility Study which outlines the elite environmental
performance and industry leading economics. NexGen is led by a team of experienced uranium and mining
industry professionals with expertise across the entire mining life cycle, including exploration, financing,
project engineering and construction, operations and closure. NexGen is leveraging its proven experience
to deliver a Project that leads the entire mining industry socially, technically and environmentally. The
Project and prospective portfolio in northern Saskatchewan will provide generational long-term economic,
environmental, and social benefits for Saskatchewan, Canada, and the world.
NexGen is listed on the Toronto Stock Exchange, the New York Stock Exchange under the ticker symbol
“NXE” and on the Australian Securities Exchange under the ticker symbol “NXG” providing access to global
investors to participate in NexGen’s mission of solving three major global challenges in decarbonization,
energy security and access to power. The Company is headquartered in Vancouver, British Columbia, with
its primary operations office in Saskatoon, Saskatchewan.
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 (0) 7307 191933
Technical Disclosure
All technical information in this news release has been reviewed and approved by Kevin Small, NexGen's
Senior Vice President, Engineering and Operations, a qualified person under National Instrument 43-101.
A technical report in respect of the FS is filed on SEDAR ( www.sedar.com ) a nd EDGAR
(www.sec.gov/edgar.shtml ) and is available for review on NexGen Ene rgy's website
(www.nexgenenergy.ca ).
Cautionary Note to U.S. Investors
This news release includes Mineral Reserves and Mineral Resources classification terms that comply with
reporting standards in Canada and the Mineral Reserves and the Mineral Resources estimates are made in
accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that
establishes standards for all public disclosure an issuer makes of scientific and technical information
concerning mineral projects. These standards differ from the requirements of the Securities and Exchange
Commission ("SEC") set by the SEC's rules that are applicable to domestic United States reporting
companies. Consequently, Mineral Reserves and Mineral Resources information included in this news
release is not comparable to similar information that w ould generally be disclosed by domestic U.S.
reporting companies subject to the reporting and disclosure requirements of the SEC Accordingly,
information concerning mineral deposits set forth herein may not be comparable with information made
public by companies that report in accordance with U.S. standards.
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 inf ormation" within the meaning of
applicable Canadian securities legislation. "Forward -looking information" includes, but is not limited to,
statements with respect to mineral reserve and mineral resource estimates, the 2021 Arrow Deposit, Rook
I Project and estimates of uranium production, grade and long -term average uranium prices, anticipated
effects of completed drill results on the Rook I Project, planned work programs, completion of further site
investigations and engineering work to support basic engin eering of the project and expected outcomes.
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 connotat ion thereof. Statements relating to "mineral resources" are deemed to
be forward-looking information, as they involve the implied assessment that, based on certain estimates and
assumptions, the mineral resources described can be profitably produced in the future.
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 stateme nts are made based upon numerous assumptions,
including among others, that the mineral reserve and resources estimates and the key assumptions and
parameters on which such estimates are based are as set out in this news release and 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 pa rty 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 ch ange 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, the existence of negative
operating cash flow and dependence on third party financing, u ncertainty of the availability of additional
financing, the risk that pending assay results will not confirm previously announced preliminary results,
conclusions of economic valuations, the risk that actual results of exploration activities will be different than
anticipated, the cost of labour, equipment or materials will increase more than expected, that the future
price of uranium will decline or otherwise not rise to an economic level, the appeal of alternate sources of
energy to uranium-produced energy, that the Canadian dollar will strengthen against the U.S. dollar, that
mineral resources and reserves are not as estimated, that actual costs or actual results of reclamation
activities are greater than expected, that changes in project parameters and p lans continue to be refined
and may result in increased costs, of unexpected variations in mineral resources and reserves, grade or
recovery rates or other risks generally associated with mining, unanticipated delays in obtaining
governmental, regulatory o r First Nations approvals, risks related to First Nations title and consultation,
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 t o obtain or maintain required permits and
licences, risks related to changes in laws, regulations, policy and public perception, as well as those factors
or other risks as more fully described in NexGen's Annual Information Form dated February 24, 2023 filed
with the securities commissions of all of the provinces of Canada except Quebec and in NexGen's 40-F filed
with the United States Securities and Exchange Commission, which are available on SEDAR
at www.sedar.com 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 forwa rd-
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 p lace 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.