NexGen Energy Ltd. (TSX: NXE) (NYSE: NXE) (ASX: NXG) is pleased to announce that it has entered into binding term sheets with Queen’s Road Capital Investment Ltd.  and Washington H Soul Pattinson and Company Limited for a private placement of US$110 million aggregate principal amount of unsecured convertible debentures.

The Debentures will be convertible at the holder’s option into approximately 21.97 million common shares of NexGen (at current exchange rates, with the actual number of Common Shares dependent on the exchange rate at the time of conversion).

In addition, WHSP has agreed to purchase 8.7 million outstanding common shares of NexGen from QRC, enabling QRC to partially fund its purchase of Debentures.

Leigh Curyer, Chief Executive Officer, commented:

“Today’s US$110M financing from two highly respected investors, our long-standing investor in QRC and, the addition of WHSP in Australia, optimally places NexGen to deliver on its stated objectives in the development of the Rook I Project. It is an incredibly exciting time for NexGen as we recently received confirmation of the completion of the Provincial Environmental Assessment Technical Review and submission of the Final Provincial Environmental Impact Statement to the Saskatchewan Ministry of Environment. Further, permitted pre-construction site works are well advanced with the team and all of its stakeholders focused on the responsible delivery of Rook I for the world’s energy transition.”

Terms of the Debentures

The Debentures will carry a 9.0% coupon over a 5-year term. The Debentures will be convertible at the holder’s option into Common Shares, at a conversion price per Common Share of US$6.76 (C$9.15 per Common Share equivalent incorporating today’s exchange rate) representing a 30% premium to the volume-weighted average trading price per Common Share on the Toronto Stock Exchange for the 5-days ending on the day prior to the date of this announcement.

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 either the Toronto Stock Exchange or New York Stock Exchange (whichever has the greatest trading volume of Common Shares) ending on, and including, the third trading day prior to the date such interest payment is due.

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

Strategic Alignment Provisions

In connection with the Offering, the Company will enter into an investor rights agreement with both QRC and WHSP, containing the same voting alignment, standstill, and transfer restriction covenants as the existing investor rights agreement with QRC dated May 27, 2020. However, these provisions will be revised to apply regardless of the number of Common Shares held, and the restrictions allowing for a sale of Common Shares every thirty days will be limited to 0.5% of the number of Common Shares held.

Use of Proceeds

Proceeds from the Offering will be used to fund the continuing development and further exploration of the Company’s mineral properties, and for general corporate purposes.

Conditions

Closing of the Offering is conditional upon completion of the Pre-Arranged Trade and the satisfaction of customary closing conditions, including stock exchange approvals, the completion of definitive documentation, there being no material adverse change in the business of the Company, or a major event of national or international consequence that disrupts the financial markets or the business, operations or affairs of the Company.

Advisors and Legal Counsel

Aitken Mount Capital Partners were advisors to the transaction. Farris LLP, Vancouver provided legal.

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 NI 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.

NexGen is listed on the Toronto Stock Exchange, the New York Stock Exchange under the ticker symbol “NXE” and on the Australian Securities Exchange under the ticker symbol “NXG” providing access to global investors to participate in NexGen’s mission of solving three major global challenges in decarbonization, energy security and access to power.  The Company is headquartered in Vancouver, British Columbia, with its primary operations office in Saskatoon, Saskatchewan.

Technical Disclosure

All technical information in this news release has been reviewed and approved by  Kevin Small, NexGen’s Senior Vice President, Engineering and Operations, a qualified person under National Instrument 43-101.