NexGen Energy Ltd. (TSX: NXE) (NYSE: NXE) (ASX: NXG) is pleased to announce that it has closed its previously announced non-brokered private placement of US$110 million aggregate principal amount of unsecured convertible debentures with Queen’s Road Capital Investment Ltd. and Washington H Soul Pattinson and Company Limited.

NexGen currently has cash reserves of C$330 million.

Terms of the Debentures

The Debentures carry a 9.0% coupon, have a maturity date of September 22, 2028, and are convertible at the holder’s option into common shares of NexGen at a conversion price  of US$6.76 per Common Share, representing a 30% premium to the volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange for the five trading days prior to the entering into of the previously announced binding term sheets with respect to the Debentures.

The Interest is payable semi-annually in arrears beginning on December 10, 2023. 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 the New York Stock Exchange ending on the third trading day prior to the date such Interest is due.

The Company is entitled, on or after the third anniversary of the issuance of the Debentures, at any time that the 20-day VWAP on the NYSE exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest.

The Company issued an aggregate of 634,615 Common Shares to QRC and WHSP as an establishment fee in connection with the Offering, representing 3% of the aggregate principal amount of the Debentures.

Strategic Alignment Provisions

In connection with the Offering, the Company entered into an amended and restated investor rights agreement with QRC, and an investor rights agreement with WHSP, each containing voting alignment, standstill, and transfer restriction covenants that will apply (subject to certain exceptions) unless and until there is a change of control of the Company.

The Company has been advised by QRC and WHSP that, following completion of the Offering, and the conversion of the 2020 debentures and strategic share purchase noted below, they will hold approximately 2.3% and 1.7%, respectively, of the approximately 518 million outstanding Common Shares (on a non-diluted basis).

Use of Proceeds

Including the proceeds from the Offering and sales made under the Company’s previously announced at-the-market equity program, NexGen’s cash reserves are approximately C$330 million available to fund the continuing development and further exploration of the Company’s mineral properties, and for general corporate purposes.

Conversion of US$15 Million Convertible Debentures and Strategic Share Purchase

QRC has agreed to provide notice to the indenture trustee, within the next 5 business days, of its election to convert the entire principal amount of its outstanding US$15 million convertible debentures into Common Shares. Such debentures were issued by the Company in 2020 with a maturity date of May 27, 2025. The conversion will occur in accordance with the terms of the existing trust indenture governing such debentures, resulting in the issuance of approximately 8.6 million Common Shares to QRC (including a portion of the accrued and unpaid interest on such debentures and at current exchange rates, with the actual number of Common Shares to be issued dependent on the exchange rate at the time of conversion).

In connection with the Offering, NexGen has been advised that WHSP purchased 8.7 million outstanding Common Shares from QRC from the equity portion of their 2020 investment into the Company.

Advisors and Legal Counsel

Aitken Mount Capital Partners acted as financial advisors. Farris LLP acted as legal counsel.

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 National Instrument 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.