Nevada Copper Corp. (TSX: NCU) (OTC: NEVDF) (FSE: ZYTA) is pleased to announce that it has completed its previously announced public offering of units of the Company, which included a partial exercise of the over-allotment option, by a syndicate of underwriters that included Scotiabank, Jett Capital LLC, National Bank Financial, RBC Capital Markets, Research Capital Corporation, and Haywood Securities Inc.

The Company issued an aggregate of 196,038,400 Units, including 22,333,400 Units pursuant to the Over-Allotment Option, at a price of C$0.27 per Unit, for aggregate gross proceeds of approximately C$52.9 million. Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant. Each Warrant is exercisable for one Common Share  at a price of C$0.34 per Warrant Share until September 30, 2024.

The Company intends to use the net proceeds of the Offering and those contemplated under the financing package agreement (as discussed in the Company’s May 9, 2023 news release) to continue funding the restart and ramp-up of the Company’s Pumpkin Hollow underground mine and for general corporate purposes, including working capital, with the goal of achieving nameplate production capacity of 5,000 tons per day by the end of 2023.

Pala Investments Limited, the Company’s largest shareholder, purchased an aggregate of 108,442,714 Units under the Offering, representing aggregate gross proceeds of approximately C$29.3 million. In addition, Mercuria Energy Holdings (Singapore) Pte. Ltd. another significant shareholder of the Company, purchased 24,814,814 Units under the Offering, for an aggregate purchase of approximately C$6.7 million.

After closing of the Offering, Pala’s ownership interest in the Company on a non-diluted basis has increased from approximately 43% to approximately 47% and Mercuria’s ownership interest in the Company on a non-diluted basis has decreased from approximately 24% to approximately 23% (inclusive of 46,000,000 Common Shares and 25,848,765 Common Shares acquired by Pala and Mercuria, respectively, upon exercise of a portion of their existing Common Share purchase warrants issued in connection with the Company’s October 2022 financing).

As previously announced, Pala has agreed to exercise the balance of the Common Share purchase warrants issued in connection with the Company’s October 2022 financing subject to the expiry of a review period or clearance in respect of anticipated filings under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 to permit Pala to exceed a majority ownership interest in the Company. The exercise of the foregoing Common Share purchase warrants by Pala, together with the prior Common Share purchase warrant exercise, will reduce approximately US$82 million of debt obligations owing by the Company to Pala. Upon receipt of HSR Clearance and the completion of the subsequent Common Share purchase warrant exercise, Pala’s ownership interest in the Company on a non-diluted basis is expected to increase to approximately 61.7%. The Company anticipates obtaining HSR Clearance in approximately 60 days.

The Company has also drawn the remaining US$10 million of the US$25 million amount that was added to the Company’s senior credit facility with KfW IPEX-Bank GmbH, as tranche A-2, as part of the Company’s October 2022 financing.

As previously announced, concurrent with closing of the Offering, Pala and Mercuria have entered into a deferred funding agreement in favour of the Company, pursuant to which Pala and Mercuria will provide up to US$15 million and US$10 million, respectively, subject to certain conditions, to be drawn pro rata by the Company, if required, until June 30, 2024. These funds, if required, will be advanced in exchange for Common Shares, convertible debt and/or non-convertible debt of the Company.

In addition, as announced in the Company’s May 9, 2023 news release, Pala had also agreed to provide US$10 million in debt funding to the Company, US$5.5 million of which was advanced prior to announcement of the Offering. The additional US$4.5 million in debt funding was subject to certain conditions, including, but not limited to, the reduction on a dollar-for-dollar basis of the funding if the Over-Allotment Option was exercised. Given the partial exercise of the Over-Allotment Option, Pala was not required to fund the additional US$4.5 million commitment.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Nevada Copper

Nevada Copper is the owner of the Pumpkin Hollow copper project located in Nevada, USA with substantial mineral reserves and resources including copper, gold and silver. Its two permitted projects include the higher-grade Underground Mine and processing facility, which is undergoing a restart of operations, and a large-scale open pit PFS stage project.