Nevada Copper Corp. (TSX: NCU) (OTC: NEVDF) (FSE: ZYTA)  announced that it and its subsidiaries have entered into an asset purchase agreement with Southwest Critical Materials LLC, an affiliate of Kinterra Capital Corp., pursuant to which the Buyer has agreed to purchase substantially all of the assets of the Company. The purchase price under the Stalking Horse APA is US$128 million plus the Buyer’s obligation to pay certain cure costs with an adjustment for the assumption of certain liabilities.

On June 10, 2024, the Company filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court of the District of Nevada (the “U.S. Bankruptcy Court”). A sales process in accordance with Section 363 of the U.S. Bankruptcy Code was initiated by the Company with Moelis & Company LLC who was retained to assist with the process. The U.S. Bankruptcy Court and the Superior Court of Justice (Commercial List) of Ontario (collectively the “Courts”) have approved bidding procedures for use in connection with the Company’s sale process (the “Bidding Procedures”). In accordance with the Bidding Procedures, and subject to approval of the Courts, the Buyer will serve as the stalking horse bidder, establishing a minimum purchase price for substantially all of the Company’s assets.

In order to maximize the proceeds from the sale of the Company’s assets, the Company’s sales process remains ongoing in accordance with the terms of the Bidding Procedures, and other interested bidders are continuing their participation in the sales process. Multiple non-binding indications of interest were submitted to the Company and due diligence by various bidders is actively underway. The deadline to submit binding offers to purchase substantially all of the Company’s assets is September 6, 2024. Following such binding offer deadline, an auction may be conducted in respect of the Company’s assets. If the Company receives a higher or otherwise better bid than the Stalking Horse Bid upon the conclusion of the sales process, subject to approval by the Courts, such alternative transaction will proceed, and the Stalking Horse APA will be terminated. If the Stalking Horse APA is terminated due to the Company accepting another bid as a result of the auction, or under certain other limited circumstances (as set forth in greater detail in the Stalking Horse APA), the Company would be required to pay the Buyer a customary termination fee pursuant to the terms of the Stalking Horse APA. In certain other circumstances under which the Stalking Horse APA could be terminated, the Company would be required to reimburse the Buyer’s transaction expenses up to a cap.

The consummation of the Stalking Horse Bid is subject to closing conditions that are customary for transactions of this nature under Section 363 of the U.S. Bankruptcy Code, including compliance with the Bidding Procedures and approval of the Courts. There is no assurance, regardless of whether a better or otherwise higher bid is received by the Company, that the Stalking Horse Bid or any other transaction will be completed.

Delisting Review

As previously announced, the Company was under delisting review by the Toronto Stock Exchange as a result of the Chapter 11 proceedings and its shares currently remain halted from trading on the TSX. The TSX has now completed its review and ordered that the Company’s shares be delisted effective August 21, 2024.

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 fully permitted projects include the high-grade underground mine and processing facility and a large-scale open pit PFS stage project.