Section 363 Sales Process Remains
Ongoing
YERINGTON, Nev., Aug. 12,
2024 /CNW/ - Nevada Copper Corp. (TSX: NCU)
(OTC: NEVDF) (FSE: ZYTA) today announced that it and its
subsidiaries (collectively, "Nevada Copper" or the "Company") have
entered into an asset purchase agreement (the "Stalking Horse APA")
with Southwest Critical Materials LLC (the "Buyer"), an affiliate
of Kinterra Capital Corp., pursuant to which the Buyer has agreed
to purchase substantially all of the assets of the Company. The
purchase price under the Stalking Horse APA is US$128 million plus the Buyer's obligation to pay
certain cure costs with an adjustment for the assumption of certain
liabilities.
On June 10, 2024, the Company
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in the Bankruptcy Court of the
District of Nevada (the "U.S. Bankruptcy Court"). A sales process
in accordance with Section 363 of the U.S. Bankruptcy Code was
initiated by the Company with Moelis & Company LLC who was
retained to assist with the process. The U.S. Bankruptcy Court and
the Superior Court of Justice (Commercial List) of Ontario (collectively the "Courts") have
approved bidding procedures for use in connection with the
Company's sale process (the "Bidding Procedures"). In accordance
with the Bidding Procedures, and subject to approval of the Courts,
the Buyer will serve as the stalking horse bidder, establishing a
minimum purchase price for substantially all of the Company's
assets (the "Stalking Horse Bid").
In order to maximize the proceeds from the sale of the Company's
assets, the Company's sales process remains ongoing in accordance
with the terms of the Bidding Procedures, and other interested
bidders are continuing their participation in the sales process.
Multiple non-binding indications of interest were submitted to the
Company and due diligence by various bidders is actively underway.
The deadline to submit binding offers to purchase substantially all
of the Company's assets is September 6,
2024. Following such binding offer deadline, an auction may
be conducted in respect of the Company's assets. If the Company
receives a higher or otherwise better bid than the Stalking Horse
Bid upon the conclusion of the sales process, subject to approval
by the Courts, such alternative transaction will proceed, and the
Stalking Horse APA will be terminated. If the Stalking Horse APA is
terminated due to the Company accepting another bid as a result of
the auction, or under certain other limited circumstances (as set
forth in greater detail in the Stalking Horse APA), the Company
would be required to pay the Buyer a customary termination fee
pursuant to the terms of the Stalking Horse APA. In certain other
circumstances under which the Stalking Horse APA could be
terminated, the Company would be required to reimburse the Buyer's
transaction expenses up to a cap.
The consummation of the Stalking Horse Bid is subject to closing
conditions that are customary for transactions of this nature under
Section 363 of the U.S. Bankruptcy Code, including compliance with
the Bidding Procedures and approval of the Courts. There is no
assurance, regardless of whether a better or otherwise higher bid
is received by the Company, that the Stalking Horse Bid or any
other transaction will be completed.
Delisting Review
As previously announced, the Company was under delisting review
by the Toronto Stock Exchange (the "TSX") as a result of the
Chapter 11 proceedings and its shares currently remain halted from
trading on the TSX. The TSX has now completed its review and
ordered that the Company's shares be delisted effective
August 21, 2024.
About Nevada
Copper
Nevada Copper is the owner of the
Pumpkin Hollow copper project located in Nevada, USA with substantial mineral reserves
and resources including copper, gold and silver. Its two fully
permitted projects include the high-grade underground mine and
processing facility and a large-scale open pit PFS stage
project.
Cautionary Language Regarding Forward Looking
Statements
This news release contains "forward-looking information" and
"forward-looking statements" 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 information and forward-looking
statements specifically include, but are not limited to, statements
that relate to the Stalking Horse APA and the Stalking Horse Bid,
the bankruptcy process and potential outcomes therefrom, the sales
process, other potential bids in respect thereto and a potential
auction in respect of the Company's assets. There can be no
assurance that the Stalking Horse Bid or any other transaction will
be consummated or as to the outcomes of the bankruptcy process for
the Company or any of its employees, creditors or vendors, or as to
the outcomes of the sale process.
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 those risks discussed in the Company's
Management's Discussion and Analysis in respect of the year ended
December 31, 2023 and the three
months ended March 31, 2024 and in
the section entitled "Risk Factors" in the Company's Annual
Information Form dated April 2,
2024.
The forward-looking information and statements are stated as of
the date hereof. The Company disclaims any intent or obligation to
update forward-looking statements or information except as required
by law. 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
information and statements, there may be other factors that could
cause actions, events or results not to be as anticipated,
estimated or intended.
The Company 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.
SOURCE Nevada Copper Corp.
