SINGAPORE – October 31, 2022 – Pursuant to early warning requirements, Mercuria Energy Holdings (Singapore) Pte. Ltd. (“Mercuria“) reports that it has acquired beneficial ownership of, and control or direction over, an aggregate of 63,588,854 common shares (“Common Shares“) of Nevada Copper Corp. (the “Company“) and 127,720,000 Common Share purchase warrants (“Warrants“) pursuant to a restart financing transaction completed by the Company on October 28, 2022 (the “Restart Financing Transaction“).
As part of the Restart Financing Transaction, Mercuria entered into a subscription agreement with the Company (the “Subscription Agreement“) pursuant to which it agreed to subscribe for Common Shares for aggregate consideration of up to US$20 million. Under the terms of the Subscription Agreement, the investment is to be funded in two tranches. The first tranche of US$10 million (C$13,546,464.37, using the Bank of Canada’s exchange rate on October 27, 2022 (the “Exchange Rate“)) (the “First Tranche“) was completed on October 28, 2022, pursuant to which Mercuria acquired an aggregate of 62,717,593 Common Shares of the Company at a subscription price equal to C$0.2160 per Common Share (the “First Tranche Subscription Price“). The aggregate subscription amount for the second tranche of US$10 million (the “Second Tranche“) was deposited by Mercuria into escrow and will be released upon the satisfaction or waiver of certain conditions specified in the Subscription Agreement in exchange for Common Shares at a subscription price equal to a 15% discount to the five-day volume weighted average price of the Common Shares on the Toronto Stock Exchange as of the trading day prior to the applicable closing date. Under the terms of the Subscription Agreement, all costs and expenses incurred by Mercuria prior to the date hereof in respect of the Restart Financing Transaction, including, without limitation, legal fees and disbursements, such amounts being approximately US$138,918 (C$188,184.77 using the Exchange Rate) in the aggregate, were borne by the Company and satisfied in full by the issuance by the Company of an additional 871,261 Common Shares at a price per Common Share equal to the First Tranche Subscription Price.
In connection with the Restart Financing Transaction, Mercuria was also issued 127,720,000 Warrants. Each Warrant will entitle Mercuria to, subject to satisfying certain vesting conditions, acquire one Common Share at an exercise price of C$0.2592. The Warrants will vest, from time to time, in conjunction with the exercise of any Warrants issued to Pala Investments Limited (“Pala“) pursuant to the Restart Financing Transaction (the “Pala Warrants“), thereby providing Mercuria with an ability to maintain its pro rata shareholding in the Company. The vesting of 50% of the Warrants issued to Mercuria pursuant to the Restart Financing Transaction is also subject to the condition that the Second Tranche has closed. The Warrants issued to Mercuria pursuant to the Restart Financing Transaction expire on January 31, 2026 (the date that the Pala Warrants expire), subject to acceleration in the event that all amounts under certain indebtedness owed by the Company to Pala is repaid at an earlier time.
Further information in respect of the Restart Financing Transaction is contained in the Company’s press releases dated October 26, 2022 and October 28, 2022, copies of which can be found under the SEDAR profile of the Company at www.sedar.com.
Immediately prior to completion of the Restart Financing Transaction, Mercuria had beneficial ownership of and exercised control or direction over 48,700,000 Common Shares and 24,350,000 Warrants, representing approximately 10.86% of the issued and outstanding Common Shares on a non-diluted basis (on the basis of 448,452,759 Common Shares being issued and outstanding), and approximately 15.45% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of all of the Warrants beneficially owned, controlled or directed by Mercuria. Immediately following completion of the Restart Financing Transaction, Mercuria had beneficial ownership of and exercised control or direction over 112,288,854 Common Shares and 152,070,000 Warrants, representing approximately 17.05% of the issued and outstanding Common Shares on a non-diluted basis (on the basis of 658,637,952 Common Shares being issued and outstanding), and constituting an ownership increase of approximately 6.19%, and approximately 21.86% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of all of the Pala Warrants and the Warrants beneficially owned, controlled or directed by Mercuria, representing an increase of approximately 6.41%.
Mercuria holds the Common Shares and Warrants for investment purposes. Mercuria or another controlled entity, may acquire or dispose of additional securities of the Company in the future through the market, privately, or otherwise, as circumstances or market conditions warrant. Any transaction that Mercuria or another controlled entity, may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Company’s securities, subsequent developments affecting the Company, its business and prospects, other investment and business opportunities available to Mercuria, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by Mercuria.
The head office of the Company is located at 61 E. Pursel Lane, Yerington, Nevada, 89447. Mercuria will file an early warning report under the SEDAR profile of the Company at www.sedar.com.
Mercuria Energy Holdings (Singapore) Pte. Ltd.
12 Marina View
Asia Square Tower 2
Established in 2004, the Mercuria group is one of the largest independent energy and commodity groups in the world, bringing efficiency to the commodity value chain with technology, expertise and solutions. Mercuria’s business includes trading flows, strategic assets and structuring activities that generate more than $120 billion in turnover. The company has built upon a series of strategic acquisitions, including the physical commodities trading unit of JPMorgan Chase & Company, Noble Group’s US gas and power business and the Aegean Marine Petroleum Network, reorganized as Minerva Bunkering. It has become one of the most active players in the renewable markets with more than fifty percent of new investments dedicated to the energy transition.
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