SINGAPORE – December 30, 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 63,411,540 common shares (“Common Shares“) of Nevada Copper Corp. (the “Company“) pursuant to the closing of the second tranche of Mercuria’s investment in the Company (the “Second Tranche“) completed as part of the 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 on October 28, 2022 (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 was to be funded in two tranches. The first tranche of US$10 million was completed on October 28, 2022 (the “First Tranche“). The aggregate subscription amount for the Second Tranche of US$10 million was deposited by Mercuria into escrow with a third party escrow agent on October 28, 2022. The conditions to the release of the Second Tranche funds deposited by Mercuria into escrow, as specified in the Subscription Agreement, were satisfied on December 23, 2022. As such, the aggregate subscription amount for the second tranche of US$10 million (C$13,564,839.93, using the Bank of Canada’s exchange rate on December 28, 2022 (the “Exchange Rate“) was released by the escrow agent to the Company, and the Second Tranche closing was completed, on December 29, 2022, pursuant to which Mercuria acquired an aggregate of 63,411,540 Common Shares of the Company at a subscription price equal to C$0.2139 per Common Share. Under the terms of the Subscription Agreement, the Second Tranche was completed 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, in Canadian dollars, ending on the business day prior to the closing date of the Second Tranche (being October 28, 2022) and then it was converted into United States dollars using the Exchange Rate.
Further information in respect of the Restart Financing Transaction, the First Tranche and the Second Tranche is contained in the Company’s press releases dated October 26, 2022, October 28, 2022 and December 29, 2022 and Mercuria’s press release and early warning report dated October 31, 2022, copies of which can be found under the SEDAR profile of the Company at www.sedar.com.
Immediately prior to the closing of the Second Tranche, Mercuria had beneficial ownership of and exercised control or direction over 112,288,854 Common Shares and 152,070,000 Common Share purchase warrants (“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 approximately 21.86% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of all of the Warrants owned by Pala Investments Limited (“Pala“) and the Warrants beneficially owned, controlled or directed by Mercuria. The 127,720,000 Warrants issued to Mercuria in the First Tranche will vest, from time to time, in conjunction with the exercise of any Warrants issued to Pala pursuant to the Restart Financing Transaction. It was also a vesting condition for 50% of these Warrants that were issued to Mercuria in the First Tranche that the Second Tranche be completed. Immediately following completion of the Second Tranche, Mercuria had beneficial ownership of and exercised control or direction over 175,700,394 Common Shares and 152,070,000 Warrants, representing approximately 24.33% of the issued and outstanding Common Shares on a non-diluted basis (on the basis of 722,049,492 Common Shares being issued and outstanding), and constituting an ownership increase of approximately 7.28%, and approximately 25.75% of the issued and outstanding Common Shares on a partially-diluted basis, assuming the exercise of all of the Warrants owned by Pala and the Warrants beneficially owned, controlled or directed by Mercuria, representing an increase of approximately 3.89%.
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.
NOT FOR DISTRIBUTION OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
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