NexGen Energy Ltd. Closes Private Placement of Subscription Receipts and Flow-Through Common Shares
January 2, 2013
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VANCOUVER, Jan. 2, 2013 /CNW/ - NexGen Energy Ltd. ("NexGen") is pleased to announce that it has completed a brokered private placement of 2,000,000 subscription receipts (the "Subscription Receipts") and 1,325,000 common shares ("NexGen Shares") which are being issued as "flow-through shares" for the purposes of the Income Tax Act (Canada) (so issued, the "Flow-Through Shares") at a price of $0.40 per security for gross proceeds of $1,330,000 (the "Brokered Private Placement"). The Subscription Receipts were issued pursuant to, and are governed by, the terms of a subscription receipt agreement (the "Subscription Receipt Agreement") among NexGen, Macquarie Capital Markets Canada Ltd. ("Macquarie") and Computershare Trust Company of Canada, as subscription receipt agent (the "Subscription Receipt Agent").
Each Subscription Receipt will entitle the holder to receive, immediately prior to the completion of NexGen's previously announced business combination (the "Transaction") with Clermont Capital Inc. ("Clermont") and upon satisfaction of those other escrow release conditions set forth in the Subscription Receipt Agreement, one unit of NexGen (the "Units"), with each Unit being comprised of one NexGen Share and one half of one common share purchase warrant of NexGen (each a "NexGen Warrant").
In connection with the Transaction, Clermont will acquire all of the issued and outstanding securities of NexGen in exchange for securities of Clermont (after the Transaction, the "Resulting Issuer"). Prior to completion of the Transaction, Clermont will effect a consolidation of its common shares (the "Consolidation") on the basis of a 2.35:1 ratio (as consolidated, the "Resulting Issuer Shares"). Once the Consolidation has been completed all NexGen Shares will be exchanged for common shares of Resulting Issuer (the "Resulting Issuer Shares") on the basis of one Resulting Issuer Share for every NexGen Share, and the NexGen Warrants will be exchanged for common share purchase warrants of the Resulting Issuer (the "Resulting Issuer Warrants") on the basis of one Resulting Issuer Warrant for every NexGen Warrant. Each Resulting Issuer Warrant will entitle the holder thereof to acquire one Resulting Issuer Share at a price of $0.60 per share for a period of 24 months from the first business day following the completion of the Transaction. The Transaction will constitute Clermont's "qualifying transaction" for the purposes of the policies of the TSX Venture Exchange ("TSXV").
The Brokered Private Placement was conducted by Macquarie. In connection with the Brokered Private Placement, Macquarie is entitled to a cash commission equal to 7% of the gross proceeds raised from the sale of Subscription Receipts and the Flow-Through Shares, with the commission attributable to the sale of the Subscription Receipts being paid upon and subject to the satisfaction of the escrow release conditions. Macquarie was also issued broker warrants (the "NexGen Broker Warrants") equal to 7% of the number of Subscription Receipts and Flow-Through Shares sold pursuant to the Brokered Private Placement. The NexGen Broker Warrants will be exchanged for broker warrants of the Resulting Issuer pursuant to the Transaction, each of which will entitle the holder to acquire one Resulting Issuer Share at a price of $0.40 per Resulting Issuer Share for a period of 24 months following the first business day following the completion of the Transaction.
The gross proceeds of the Brokered Private Placement attributable to the sale of the Subscription Receipts, less certain fees and expenses Macquarie incurred in respect of the Brokered Private Placement, will be held in escrow by the Subscription Receipt Agent until the closing of the Transaction.
NexGen was established by Tigers Realm Group, an Australian-based, privately-owned, resources group, as a special purpose Canadian uranium exploration company. It has an option to earn an initial 70% interest in the Radio Project in the Athabasca Basin, Saskatchewan, Canada and has acquired Mega Uranium Ltd.'s Athabasca Basin Projects and a project located in the Thelon Basin. Senior Management includes Leigh Curyer, CEO, and Andrew Browne, Vice President - Exploration and Development.
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and shareholder approval. The Transaction cannot be completed until regulatory and shareholder approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release includes forward-looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward-looking statements, including without limitation any statements concerning completion of the Transaction. Although NexGen believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. NexGen cautions readers that all forward-looking statements, are based on assumptions, of which none can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.
The forwardlooking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forwardlooking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
SOURCE: NexGen Energy Ltd.