Nevada Copper Corp. (TSX: NCU) (OTC: NEVDF)
(“
Nevada Copper” or the
“
Company”) announces implementation of the 10:1
consolidation (the “
Share
Consolidation”) of the Company’s common shares
(“
Common Shares”), which was previously approved
by the Company’s shareholders at the Company’s annual and special
meeting of shareholders held on June 30, 2021 (the
“
Meeting”). The Toronto Stock Exchange (the
“
TSX”) has conditionally approved the Share
Consolidation, subject to the filing of certain customary
documents. The Share Consolidation will become effective on
September 17, 2021 and the Common Shares are expected to commence
trading on the TSX on a post-consolidation basis on or about
September 21, 2021.
Following the Share Consolidation, the number of
outstanding Common Shares will be reduced from approximately
1,850,635,602 outstanding Common Shares to approximately
185,063,560 outstanding Common Shares. The Common Shares will
continue to be listed on the TSX under the symbol “NCU”. Following
the Share Consolidation, the new CUSIP number for the Common Shares
will be 64128F703 and the new ISIN for the Common Shares will be
CA64128F7039.
No fractional Common Shares will be issued as a
result of the Share Consolidation. Any fractional interest in
Common Shares that would otherwise result from the Share
Consolidation will be rounded up to the next whole Common Share, if
the fractional interest is equal to or greater than one-half of a
Common Share, and rounded down to the next whole Common Share if
the fractional interest is less than one-half of a Common Share. In
all other respects, the post-consolidation Common Shares will have
the same attributes as the pre-consolidation Common Shares.
Common Share purchase warrants issued by the
Company in connection with the Company’s July 2020 public offering
of units (the “July Warrants”) and the Company’s
January 2021 public offering of units (the “January
Warrants”), respectively, are listed for trading on the
TSX. As a result of the Share Consolidation (i) the July Warrants
will be adjusted in accordance with the terms of the warrant
indenture dated July 28, 2020 such that ten July Warrants will now
be exercisable for one post-consolidation Common Share following
the payment of an adjusted exercise price of C$2.00, and (ii) the
January Warrants will be adjusted in accordance with the terms of
the warrant indenture dated January 29, 2021 such that ten January
Warrants will now be exercisable for one post-consolidation Common
Share following the payment of an adjusted exercise price of
C$2.20.
The Company’s transfer agent, Computershare
Investor Services Inc. (“Computershare”), will act
as the exchange agent for the Share Consolidation. Letters of
transmittal were mailed to registered shareholders in connection
with the Meeting and a copy is available on www.sedar.com.
Registered shareholders are requested to submit their share
certificates, or DRS advices, as applicable, together with their
completed letters of transmittal, to Computershare. Until
surrendered, each share certificate (or DRS advice) representing
pre-consolidation Common Shares will be deemed to represent the
number of whole post-consolidation Common Shares to which the
shareholder is entitled as a result of the Share Consolidation.
Beneficial shareholders who hold their Common
Shares through intermediaries (securities brokers, dealers, banks,
financial institutions, etc.) and who have questions regarding how
the Share Consolidation will be processed should contact their
intermediaries.
About Nevada CopperNevada
Copper (TSX: NCU) 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.
NEVADA COPPER
CORP.www.nevadacopper.comMike Brown, Interim
President and CEO
For further information contact:Rich Matthews,
Investor RelationsIntegrous Communicationsrmatthews@integcom.us+1
604 757 7179
Cautionary Language
This news release includes certain statements
and information that constitute forward-looking information within
the meaning of applicable Canadian securities laws. All statements
in this news release, other than statements of historical facts are
forward-looking statements. Such forward-looking statements and
forward-looking information specifically include, but are not
limited to, statements that relate to the timing and completion of
the Share Consolidation.
Forward-looking statements and information
include statements regarding the expectations and beliefs of
management. Often, but not always, forward-looking statements and
forward-looking information can be identified by the use of words
such as “plans”, “expects”, “potential”, “is expected”,
“anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates”, or “believes” or the
negatives thereof or variations of such words and phrases or
statements that certain actions, events or results “may”, “could”,
“would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements or information should not be read as
guarantees of future performance and results. They are subject to
known and unknown risks, uncertainties and other factors which may
cause the actual results and events to be materially different from
any future results, performance or achievements expressed or
implied by such forward-looking statements or information.
Such risks and uncertainties include, without
limitation, those relating to: the ability of the Company to
complete the ramp-up of its underground mine (the
“Underground Mine”) within the expected cost
estimates and timeframe; requirements for additional capital and no
assurance can be given regarding the availability thereof; the
impact of the COVID-19 pandemic on the business and operations of
the Company; the state of financial markets; history of losses;
dilution; adverse events relating to milling operations,
construction, development and ramp-up, including the ability of the
Company to address underground development and process plant
issues; failure to obtain extensions under and amendments to the
Company’s amended and restated senior credit facility with KfW
IPEX-Bank; ground conditions; cost overruns relating to
development, construction and ramp-up of the Underground Mine; loss
of material properties; interest rates increase; global economy;
limited history of production; future metals price fluctuations;
speculative nature of exploration activities; periodic
interruptions to exploration, development and mining activities;
environmental hazards and liability; industrial accidents; failure
of processing and mining equipment to perform as expected; labor
disputes; supply problems; uncertainty of production and cost
estimates; the interpretation of drill results and the estimation
of mineral resources and reserves; changes in project parameters as
plans continue to be refined; possible variations in ore reserves,
grade of mineralization or recovery rates from management’s
expectations and the difference may be material; legal and
regulatory proceedings and community actions; accidents; title
matters; regulatory approvals and restrictions; increased costs and
physical risks relating to climate change, including extreme
weather events, and new or revised regulations relating to climate
change; permitting and licensing; volatility of the market price of
the Company’s securities; insurance; competition; hedging
activities; currency fluctuations; loss of key employees; other
risks of the mining industry as well as those risks discussed in
the Company’s Management’s Discussion and Analysis in respect of
the year ended December 31, 2020 and in the section entitled “Risk
Factors” in the Company’s Annual Information Form dated March 18,
2021. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in
forward-looking statements and information. The forward-looking
information and statements are stated as of the date hereof. Nevada
Copper disclaims any intent or obligation to update forward-looking
statements or information except as required by law. Readers are
referred to the additional information regarding Nevada Copper’s
business contained in Nevada Copper’s reports filed with the
securities regulatory authorities in Canada. Although the Company
has attempted to identify important factors that could cause actual
actions, events, or results to differ materially from those
described in forward-looking statements, there may be other factors
that could cause actions, events or results not to be as
anticipated, estimated or intended. For more information on Nevada
Copper and the risks and challenges of its business, investors
should review Nevada Copper’s filings that are available at
www.sedar.com.
Nevada Copper provides no assurance that
forward-looking statements and information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such statements or
information. Accordingly, readers should not place undue reliance
on forward-looking statements or information.
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