Up to $70 million of restart and ramp-up financing supported by significant shareholders:

• $35 million bought deal public equity offering of Units with subscription commitments from Pala Investments Limited and Mercuria Energy Holdings (Singapore) Pte. Ltd.
• $10 million available under the existing senior credit facility; Nevada Copper to seek lender consent for a further $10 million expansion to the senior credit facility
• Up to $10 million of new loan proceeds from Pala
• $5 million cash proceeds from warrant exercise by Mercuria

Up to an additional $45 million of funding to support the ramp-up of the Underground Mine:

• $25 million funding facility from Pala and Mercuria, accessible at Nevada Copper’s option
• Up to $15 million of stream deliveries financed through Triple Flag Precious Metals Corp. commitments under the senior credit facility, at the election of Nevada Copper
• $5 million copper option to Mercuria

Equitization of $82 million of debt:

• Retirement of all currently outstanding Pala debt under its credit facility with the Company via exercise of warrants held by Pala

Key Benefits of Transaction include:

• Provides funding towards nameplate production capacity for the Underground Mine (as defined below) by the end of 2023
• Exercise of Pala warrants strengthens balance sheet through $82 million reduction in debt
• Demonstrates key shareholder support and confidence in the Underground Mine and other opportunities across the Pumpkin Hollow land holdings
• Allows immediate mobilization of leading US underground mining contractor, Small Mine Development, LLC

Nevada Copper Corp. (TSX: NCU) (OTC: NEVDF) (FSE: ZYTA) is pleased to announce a financing package providing up to $115 million to advance the ramp-up of the Company’s Pumpkin Hollow underground mine, with the goal of achieving nameplate production capacity of 5,000 tons per day by the end of 2023.

Randy Buffington, President & CEO, commented, “We continue to make excellent progress on our capital and development projects in preparation for restart of mining in the second half of 2023. With significant progress delivered across capital projects, drilling and mine development, in addition to the mobilization of SMD as the underground mining contractor, we are moving swiftly to complete the ramp-up of the Underground Mine. With significant copper mineral reserves and resources and once operating at nameplate capacity, the Underground Mine will support the global drive towards electrification and a renewable energy future. This financing positions us to advance our ramp-up of the Underground Mine and meet our goal of achieving steady state operations by the end of 2023.”

The Company has entered into an agreement with Scotia Capital Inc. on behalf of a syndicate of underwriters pursuant to which the Underwriters have agreed to purchase on a bought deal basis 173,705,000 units of the Company at a price of C$0.27 per Unit for aggregate gross proceeds of approximately C$47 million.

Each Unit will consist of one common share of the Company and one-half of one Common Share purchase warrant. Each Warrant will be exercisable for one Common Share at a price of C$0.34 per Warrant Share at any time for a period of 16 months following closing of the Offering.

The Company has granted the Underwriters an option, exercisable in whole or in part, at the sole discretion of the Underwriters, at any time for a period of 30 days from and including the closing of the Offering, to purchase from the Company up to an additional 15% of the Units sold under the Offering, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters to purchase additional Units, Common Shares, Warrants or any combination thereof. In the event the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be approximately C$54 million.

The Units will be offered by way of a short form prospectus to be filed in all provinces of Canada, except Quebec. The Offering is expected to close on or about May 30, 2023, subject to the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities.

The Company intends to use the net proceeds of the Offering and those contemplated under the Financing Agreement (as defined below) to continue funding the restart and ramp-up of the Company’s Pumpkin Hollow Underground Mine and for general corporate purposes, including working capital.

Pala, the Company’s largest shareholder, has agreed to purchase an aggregate of C$33.5 million of Units under the Offering. If sufficient funds are raised in the Offering from third-party investors (other than Pala and Mercuria), Pala will not subscribe for its maximum Subscription Commitment, and may not subscribe for any Units if aggregate gross proceeds of C$40.2 million in the Offering are otherwise raised from such other third-party investors.

Mercuria, another significant shareholder of the Company, has agreed to subscribe for an aggregate of C$6.7 million of Units under the Offering on the terms and conditions of the Offering.

Additionally, on May 9, 2023, the Company entered into a binding financing package agreement with Pala, Mercuria and TF R&S Canada Ltd., an affiliate of Triple Flag, the Company’s stream and royalty financing partner (the “Financing Agreement“), with respect to the transactions described below.

Warrant Exercises

In conjunction with the Offering, Pala has committed to the Company that it will exercise all of the Common Share purchase warrants that it has been issued in connection with the amendment and restatement of the credit facility between the Company and Pala, entered into in October 2022 as part of the Company’s October 2022 financing. Concurrent with closing of the Offering, Pala will exercise such maximum number of Pala Warrants such that, after giving effect to the Offering (including any subscription by Pala under the Subscription Commitment), Pala’s ownership interest in the Company will be 49.99%. The exercise price in respect of the Pala Warrant Exercise will be paid through the extinguishment of debt under the Credit Facility. Promptly following closing of the Offering (including the Initial Pala Exercise), Pala and the Company intend to submit customary filings to applicable U.S. governmental authorities pursuant to the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 to permit Pala to exceed a 49.99% ownership interest in the Company. Following submission of the HSR Filings, an approximate 30-day regulatory review period will commence. Pala has committed to exercise the balance of the remaining outstanding Pala Warrants promptly following expiry of the review period or clearance by the applicable regulatory authorities, whichever occurs earliest. Upon the completion of the Subsequent Pala Exercise, all amounts outstanding under the Credit Facility will be deemed fully repaid. This will result in the approximately $82 million currently outstanding principal amount and accrued interest under the Credit Facility being repaid.

Additionally, in conjunction with the Offering, Mercuria has agreed to exercise $5 million of the Common Share purchase warrants that it was issued in connection with the Company’s October 2022 financing.

Upon the completion of the Warrant Exercises and after giving effect to the Offering (assuming there is no exercise of the Over-Allotment Option and no other issuances of Common Shares), Pala’s ownership interest in the Company on a non-diluted basis would increase from approximately 43% to approximately 64% (assuming Pala is required to fund its full Subscription Commitment in the Offering and receipt of applicable regulatory clearance) and Mercuria’s ownership interest in the Company on a non-diluted basis would decrease from approximately 24% to approximately 17%.

Additional $10 Million Committed under the KfW Facility Extension Tranche; Seeking further $10 million Expansion under the KfW Facility

On October 28, 2022, a new tranche of up to $25 million  was added to the Company’s senior credit facility with KfW IPEX-Bank GmbH, of which Pala, Mercuria, and Triple Flag committed, in aggregate, the first $15 million, which has since been drawn by the Company. Pursuant to the Financing Agreement, Pala, Mercuria and Triple Flag commit to provide the remaining $10 million undrawn amount under the Extension Tranche, with Pala, Mercuria and Triple Flag committing to each provide $3.33 million of the Extension Tranche, in accordance with the terms and conditions of the Extension Tranche.

Pursuant to the Financing Agreement, the Company, Pala, Mercuria and Triple Flag have agreed to support the expansion of the Extension Tranche by $10 million, to an aggregate amount of $35 million. Such extension is subject to the approval of KfW and the Company’s other lenders. If such approval is obtained, each of Pala, Mercuria and Triple Flag would provide $3.33 million of such extended tranche and any draws under such extension would be made in accordance with the terms and conditions of the KfW Facility.

Deliveries under Stream Agreement Temporarily Financed through Extension Tranche

The Company and Triple Flag have agreed that certain metal deliveries that become due to Triple Flag under the Company’s stream agreement with Triple Flag will be financed through loans or advances committed by Triple Flag under the Extension Tranche (subject to refreshed draw room becoming available thereunder) up to a maximum of $15 million for 2023, and, subject to certain conditions, for 2024.

Deferred Funding Agreement

Upon the closing of the Offering, Pala and Mercuria have agreed to enter into a deferred funding agreement in favour of the Company, pursuant to which Pala and Mercuria will provide up to $15 million and $10 million, respectively, subject to certain conditions, to be drawn pro rata by the Company, if required, until June 30, 2024. To the extent that the gross proceeds of the Offering, including any exercise of the Over-Allotment Option, exceeds $39.5 million, the $25 million deferred funding amount will be reduced, pro rata, on a dollar-for-dollar basis. These funds, if required, will be advanced in exchange for Common Shares, convertible and/or non-convertible debt of the Company.

The closing of the Offering is conditional on the execution of the Deferred Funding Agreement, as well as the completion of the Initial Pala Exercise, the Mercuria Warrant Exercise and the Extension Funding.

Pala has also agreed to provide $10 million in debt funding to the Company (some of which has already been advanced).

Consistent with the Company’s stated plans and prior disclosure, the Company has retained SMD as its underground lateral development contractor.

Mercuria Copper Option

Pursuant to the Financing Agreement, the Company has agreed to grant Mercuria an option to acquire, for an aggregate purchase price of $5 million, call options on a portion of the Company’s copper production on market terms to be agreed between the Company and Mercuria. The Copper Option is subject to compliance with regulatory requirements (including any required approvals by the TSX), any required third-party consents (including the Company’s lenders, if required) and the approval by the independent directors of the Company.

Concord Extension

On April 27, 2023, the Company and Concord Resources Limited agreed to extend the term of the Company’s working capital facility with Concord for 36 months upon satisfaction of certain completion conditions, which would allow the Company to re-commence draws under the Working Capital Facility upon the resumption of concentrate deliveries to Concord.

Delisting Review

In connection with the Company’s October 2022 financing, the Company was granted a “financial hardship” exemption from the TSX requirements to obtain shareholder approval of certain components of the financing package. As a consequence, the TSX placed the Company under remedial delisting review, which is normal practice when a listed issuer seeks to rely on this exemption. The TSX has since confirmed that no remedial action is required by the Company in respect of the delisting review and that it satisfied the TSX’s applicable requirements for continued listing. As a result of the foregoing, the delisting review has now been lifted by the TSX.

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.