Pala Provides Update on Convertible Loan Facility with Nevada Copper
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TORONTO, April 7, 2020 /CNW/ - Pala Investments Limited ("Pala"), a multi-strategy investment company focused on the mining and metal value chain, further to its press release dated March 30, 2020, is providing an update in respect to the transactions it entered into with Nevada Copper Corp. (the "Company") on March 27, 2020 (collectively, the "Transactions") in connection with the Company's substantial balance sheet strengthening package announced on such date. Additional information is set out below with respect to the convertible loan facility entered into between the Company and Pala on March 27, 2020 (the "Convertible Loan"), which was described in Pala's press release dated March 30, 2020.
Convertible Loan
The conversion price of the Convertible Loan is now fixed at C$0.1575 (the "Conversion Price"). Pala may, at any time, and from time to time, convert all or a portion of the Convertible Loan, including any accrued interest thereon, into common shares of the Company ("Common Shares") at the Conversion Price. As noted in the prior press release, the Convertible Loan bears interest at the rate of 14% per annum, quarterly in arrears. The Company has the option to pay such interest in cash if permitted by the Company's senior credit facilities. In the event the Company elects not to pay such interest in cash, Pala has the option to either: (i) receive the amount of such interest payment through the issuance of Common Shares based on the market price (as such term is defined in the policies of the TSX) of the Common Shares at the time of such interest payment; or (ii) add the amount of such interest payment to the then outstanding principal amount of the Convertible Loan (which shall thereafter accrue interest at the interest rate under the Convertible Loan), in which case such interest will either be repaid on maturity of the Convertible Loan or converted into Common Shares at the Conversion Price. The Convertible Loan is also repayable subject to a make whole amount, whereby Pala will receive the balance of all remaining interest amounts to the end of the full term of the Convertible Loan, upon certain change of control events.
Pala's Common Share Ownership
Immediately prior to the Transactions, Pala held an aggregate of 274,379,447 NCU Shares, representing approximately 36.01% of the issued and outstanding NCU Shares on a non-diluted basis.
Immediately following the Transactions, assuming the issuance of the 31,400,000 Common Shares in respect of fees relating to the repayment of the $30,000,000 unsecured credit facility entered into between the Company and Pala on November 29, 2019, as amended, the issuance of 7,500,000 Common Shares in respect of the fee payable in respect of the backstop agreement entered into on March 27, 2020 (the "Backstop") among the Company, Pala and Triple Flag Mining Finance Bermuda Ltd. and the issuance of the 18,900,000 Common Shares relating to the fees payable to Pala by the Company in connection with the provision by Pala of guarantees of certain surety bonds provided to third party contractors of the Company to support the ramp-up process relating to the Pumpkin Hollow Underground Mine, the number of Common Shares that may be issued as a result of the Transactions to Pala in total is set out below (assuming exercise of the Convertible Loan at the Conversion Price and assuming all interest under the Convertible Loan is capitalized and converted at maturity at the Conversion Price) (collectively, the "Pala Issuances"), in each case based on the exchange rates noted below:
Exchange Rate |
Total number of NCU Shares |
Total number of NCU held |
% of NCU Shares owned by Pala assuming Pala |
US$1 = C$0.68 |
585,658,441 |
860,037,888 |
63.1% |
US$1 = C$0.73 |
549,500,821 |
823,880,268 |
62.1% |
US$1 = C$0.76 |
530,089,888 |
804,469,335 |
61.5% |
Furthermore, Pala may acquire additional NCU Shares pursuant to the Backstop, however the price per NCU Share to be paid by Pala in connection therewith has not been determined and it is therefore not possible to determine the number of NCU Shares that may be issuable to Pala in connection with the Backstop.
Pala entered into the Transactions for investment purposes and may increase or decrease the investment in the securities of the Company depending on its evaluation of the business, prospects and financial condition of the Company, the market for the Company's securities, general economic and tax conditions and other factors.
The Common Shares are listed on the TSX under the symbol "NCU". Nevada Copper Corp. is a corporation organized under the laws of British Columbia with its head office at Suite 598 – 999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1. Pala is a company existing under the laws of Jersey and its address is 12 Castle Street, St. Helier, Jersey JE2 3RT.
About Pala
Pala is an investment company focused exclusively on the mining sector with a strong track record of successful investments and value creation. Pala's team has extensive experience within the sector and seeks to assist companies in which it has long-term shareholdings by providing strategic advice and innovative solutions in development, production, turnaround and advanced exploration situations. Pala invests across all geographies and in all mining commodities as well as mining services and consumables. For more information, visit www.pala.com.
SOURCE Pala Investments Limited
please refer to the Early Warning Report filed on SEDAR under the Company's profile or contact John Nagulendran at +41 41 560 9070
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