Nevada Copper Announces Transformative Balance Sheet Improvement
Nevada Copper Corp. (TSX: NCU) (OTC:NEVDD) ("Nevada Copper" or the "Company") today announced that it has entered into an agreement with its senior project lender and a non-binding term sheet with its largest shareholder to provide additional financing and a significant deferral and extension of its debt facilities, providing substantially greater balance sheet flexibility and support for the completion of the ramp-up of its underground mining operations and subsequent advancement of its open pit project and broader property exploration targets.
Highlights
Extension of Senior Project Facility:
Two-year deferral of first loan repayments: First debt repayments deferred by two years, with Tranche A repayment only scheduled to begin in July 2025, providing significant additional flexibility
Extension of loan amortization schedule: Extended amortization schedule with final maturity now occurring in July 2029
Additional project completion flexibility: The long stop date for the formal commercial project completion test deferred until June 2023
Consolidation and extension of shareholder loans
Consolidation of shareholder loans: All outstanding shareholder loans consolidated under a single existing shareholder credit facility, as amended (the "Amended Credit Facility")
Two-year extension to maturity date: Maturity of the Amended Credit Facility deferred until 2026, with no scheduled payments before final maturity
Additional committed liquidity: Increased availability of US$41 million under the Amended Credit Facility
Randy Buffington, Chief Executive Officer of the Company, commented: "These combined balance sheet improvements provide significant additional runway for the Company as we move forward to complete the ramp-up of our underground operations. The ongoing support of two of our major stakeholders provides further validation of the significant inherent value of our copper operations in Nevada and allows us to continue to pursue the growth potential embedded within our asset base".
Further Details
Senior Project Facility Extension
The Company has entered into the following amendments to its amended and restated credit facility (the "KfW Facility") with its senior project lender, KFW-IPEX Bank:
Under the US$115 million Tranche A of the KfW Facility:
The first debt repayment now occurs two years later on July 31, 2025, with the debt service reserve account to be funded six months prior;
The final amortization now occurs one year later on July 31, 2029;
The interest margin on the loan increases by 0.5% to 2.1%, reflective of the extended loan tenor; and
Commencement of the project cash sweep under the existing facility agreement will be deferred by two years to January 31, 2024. A one-time extraordinary cash sweep of excess cash will also be deferred by two years to July 31, 2025.
Under the US$15 million Tranche B of the KfW Facility:
The first debt repayment now occurs two years later on July 31, 2024, with no debt service reserve account requirement;
The final amortization now occurs later on July 31, 2025; and
The interest margin on the loan increases by 0.5% to 5.4%, reflective of the extended loan tenor.
In relation to these changes, an amendment fee of 0.25% is payable with 90 days of closing of the facility amendments, and a further 0.75% is payable following the project completion test.
A condition precedent of the facility amendment is the receipt by the Company's wholly-owned subsidiary, Nevada Copper, Inc., of at least US$40 million in net proceeds from debt or equity financings (the "KfW Condition"). If fully drawn the Amended Credit Facility would satisfy this condition.
Shareholder Loans Consolidation and Extension
Concurrent with securing the amendments to the KfW Facility, the Company has entered into a non-binding term sheet with Pala Investments Limited ("Pala"), the Company's largest shareholder, providing for all outstanding shareholder loan promissory notes to be consolidated under the existing credit facility previously provided by Pala to the Company on February 3, 2021. The Amended Credit Facility will reflect the following amendments:
The Amended Credit Facility shall be increased to US$138 million, with the use of funds to include:
Additional liquidity of US$41 million (the "Additional Tranche"), which if fully drawn would satisfy the conditions precedent under the amended KfW Facility; and
The retirement of all other outstanding shareholder loans in the form of promissory notes;
Maturity date extended by two years until 2026 under the Amended Credit Facility, with no scheduled payments before final maturity; and
No change to the existing interest rates or other material terms in the Amended Credit Facility.
In relation to these changes, an amendment and extension fee of 4% of the principal amount of the Amended Credit Facility, excluding the Additional Tranche, shall be payable at closing of the Amended Credit Facility, such fee to be capitalized to the Amended Credit Facility balance. A disbursement fee of 2% will apply to amounts of the Additional Tranche that are drawn by the Company and will be capitalized to the Amended Credit Facility balance at the time of such draws. Fifteen million common share warrants shall be issued to Pala, exercisable until the maturity of the Amended Credit Facility, at an exercise price equal to the lower of a 25% premium to the 5-day volume weighted average price of the shares of the Company immediately prior to the closing of the Amended Credit Facility, or a 25% premium to the 5-day volume weighted average price of the shares of the Company immediately following the announcement of the offering price of any equity financing the Company may pursue prior to the closing of the Amended Credit Facility.
Should the Company complete one or more equity financings in the future, Pala will be entitled to equitize and/or convert up to US$35 million of principal loan amounts outstanding under the Amended Credit Facility into new common shares of the Company on the same terms of any such financing.
The terms of the Amended Credit Facility have been reviewed and approved by the independent directors of the Company. The closing of the Amended Credit Facility is subject to the negotiation of definitive documentation and the approval of the TSX. There can be no assurance that definitive documentation in respect of the Amended Credit Facility as outlined above will be entered into. If the Amended Credit Facility is not entered into, the Company will require other financing to be able to satisfy the KfW Condition.https://www.minenportal.de/artikel/...-Balance-Sheet-Improvement.html
