Nevada Copper (TSX: NCU) (OTC: NEVDF) (FSE: ZYTA) is pleased to announce that it has closed its financing package that was previously announced in the Company’s news release dated October 25, 2022. The Restart Financing Package provides up to US$123 million of liquidity to the Company in order to support the restart and ramp-up of the Company’s Pumpkin Hollow underground copper mine, which is underway.

Additionally, in conjunction with the closing of the Restart Financing Package, the Company is pleased to announce the appointment of Randy Buffington, President and Chief Executive Officer, to the board of directors of Nevada Copper effective November 1, 2022.

Restart Financing Package Summary

A summary of the key components of the Restart Financing Package is as follows:

• Equity Investments (US$40 million): Pala Investments Limited, the Company’s largest shareholder, provided US$20 million in exchange for 125,435,185 common shares of the capital the Company at a subscription price of C$0.2160 per Share. Pala also received 9,558,399 Shares in satisfaction guarantee and other fees at a deemed price equal to the Equity Subscription Price. Mercuria Energy, a significant shareholder of the Company, provided US$10 million, its first tranche of funding, in exchange for 62,717,593 Shares at a subscription price equal to the Equity Subscription Price and deposited US$10 million, its second tranche of funding, into escrow. Mercuria’s second tranche of funding will be released upon the satisfaction or waiver of certain conditions in exchange for Shares at a subscription price equal to a 15% discount to the five-day volume weighted average price of the Shares on the Toronto Stock Exchange as of the trading day prior to the applicable closing date. Mercuria also received 127,720,000 common share purchase warrants of the Company each entitling Mercuria to, subject to satisfying certain vesting conditions (including the exercise of the Pala Warrants (as defined below)), acquire one Share at an exercise price of C$0.2592 until January 31, 2026, subject to acceleration in the event that all amounts under the Pala Debt Instrument (as defined below) are repaid at an earlier time. Pala and Mercuria received 5,330,995 Shares and 871,261 Shares, respectively, in satisfaction of their respective reimbursable expenses.
• Stream and Royalty Financing (US$30 million): Triple Flag Precious Metals Corp. increased its existing net smelter returns royalty on the Company’s open pit project from 0.7% to 2% for a purchase price of approximately US$26.2 million, subject to the Company’s right to fully buy back the increased royalty percentage. In addition, Triple Flag accelerated the approximately US$3.8 million remaining to be funded under the Company’s existing metals purchase and sale agreement with Triple Flag. Triple Flag will receive Shares in satisfaction of its reimbursable expenses.
• KfW Facility Extension (US$15 million committed): The Company’s senior credit facility with KfW IPEX-Bank GmbH was amended to provide for a new tranche of up to US$25 million, of which Pala, Triple Flag and Mercuria have committed, in aggregate, the first US$15 million as a backstop.
• Deferrals under Senior Project Facility and Working Capital Facility (expected to be approximately US$13 million): KfW deferred three interest payments under the KfW Facility. Concord Resources Limited deferred interest and principal payments under the Company’s working capital facility.
• Pala Debt Consolidation and Warrants: Pala consolidated approximately US$76.5 million of the indebtedness currently owing to it by the Company into an amended debt instrument. Pala also received 398,723,212 common share purchase warrants of the Company each entitling Pala to acquire one Share at the Exercise Price until January 31, 2026 subject to acceleration in the event that all amounts under the Pala Debt Instrument are repaid at an earlier time.
• Additional Backstop Support (US$25 million): Pala provided the Company with a backstop funding commitment of up to US$25 million in exchange for issuances of Shares, convertible and/or non-convertible debt of the Company. The amount available pursuant to the Backstop will be reduced, from time to time, by amounts raised by the Company pursuant to alternative financings after the date hereof. The Company may exercise the Backstop if, subject to other conditions, an aggregate of US$65 million of the committed funding (excluding Pala’s equity contribution, which has already been funded) under the Restart Financing Package has been made available to the Company. The issuance of any Shares and/or convertible debt of the Company upon the exercise, from time to time, of the Backstop will be subject to the approval of the TSX and the pricing of any equity component will be based on a 20% discount to the then current market price. The Backstop will expire 12 months from the date hereof. In connection with the Backstop, Pala received 6,271,759 Shares, at a deemed price equal to the Equity Subscription Price, representing a 4% commitment fee.

Please see the Prior Announcement for additional details regarding the Restart Financing Package, including the use of proceeds therefrom.

Board Change

Randy Buffington, who has held the position of President and Chief Executive Officer of the Company since October 2021, has been appointed to the Board effective on November 1, 2022. In addition, the Board expects to embark on a board renewal process to ensure the optimal balance of skills, experience and attributes are represented at the board level as required in the context of the Company’s business priorities.

About Nevada Copper

Nevada Copper (is a copper producer and owner of the Pumpkin Hollow copper project. Located in Nevada, USA, Pumpkin Hollow has substantial reserves and resources including copper, gold and silver. Its two fully permitted projects include the high-grade Underground Mine and processing facility, which is now in the production stage, and a large-scale open pit project, which is advancing towards feasibility status.