Mr. Guy Bourassa reports
NEMASKA LITHIUM ANNOUNCES C$280,000,000 BOUGHT DEAL PUBLIC OFFERING OF COMMON SHARES AND C$80,000,000 CONTEMPORANEOUS PRIVATE PLACEMENT OF COMMON SHARES
Nemaska Lithium Inc. has entered into an agreement with National Bank Financial Inc., BMO Capital Markets and Cantor Fitzgerald Canada Corp. as co-lead underwriters and joint bookrunners, on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase on a bought deal basis 280 million common shares of the corporation at a price of $1 per share for gross proceeds of $280-million. The shares will be offered in all provinces and territories of Canada pursuant to a prospectus supplement to be filed by Nemaska Lithium, as well as on a private placement basis in the United States, made by the underwriters or their U.S. affiliates, and other such jurisdictions as the corporation and underwriters agree, under available prospectus and registration statement exemptions. Clarksons Platou Securities SA will be engaged as a selling agent in the offering.
The corporation has also granted the underwriters an overallotment option to purchase up to an additional 15 per cent of the shares purchased pursuant to the offering, exercisable in whole or in part for a period of 30 days after and including the closing date of the offering to cover overallotments, if any, and for market stabilization purposes. If the option is exercised in full, an additional $42-million will be raised pursuant to the offering.
Contemporaneous private placement of common shares
Contemporaneously with the offering, Nemaska Lithium will enter into an agreement, subject to certain conditions, pursuant to which it will complete a private placement with an institutional investor which will acquire, on a private placement basis, 80 million shares at the offering price for aggregate gross proceeds of $80-million. The private placement shares will be subject to a four-month hold from the closing date of the contemporaneous private placement, which is expected to occur on or about May 25, 2018.
Guy Bourassa, president and chief executive officer of Nemaska Lithium, commented on these recent announcements: "Today marks a big day in the life of Nemaska Lithium, as we are announcing the last piece of financing required to start the commercial development of the Whabouchi lithium mine project. This project financing package, which covers capital expenditures of both the Whabouchi mine and Shawinigan electrochemical plant, project contingencies, working capital requirements, and financing costs, will ensure the future of Nemaska Lithium. This will also allow the corporation to stay on target to initiate the commissioning of the Whabouchi mine by second half of calendar year 2019 and start commissioning the Shawinigan electrochemical plant during the first half of calendar year 2020."
The offering is expected to close on or about May 30, 2018. The offering and the contemporaneous private placement are subject to the receipt of all necessary regulatory approvals, including, but not limited to, the final approval of the Toronto Stock Exchange and subject to certain other conditions.
The closing of the offering and the contemporaneous private placement are also conditional on the satisfaction or waiver of all conditions precedent (other than the prefinancing of an escrow/trust account), and the waiver of all termination rights by the corporation and the managers to the closing of the bond offering (as herein defined) as announced on April 20, 2018, and May 10, 2018; and the satisfaction or waiver of all escrow release conditions (other than the closing of the offering and the contemporaneous private placement) under the SoftBank private placement (as herein defined) as announced on April 6, 2018, and April 25, 2018.
For more information regarding the offering, the contemporaneous private placement and associated closing conditions, investors are encouraged to refer to the prospectus supplement to be filed in relation to the offering and the term sheet with respect to the bond offering that has been filed on the corporation's corporate profile on SEDAR.
Project financing update
On March 28, 2018, the corporation announced the different elements of a proposed $775-million (U.S.) to $825-million (U.S.) comprehensive project financing package for its Whabouchi project and has in connection therewith: (a) announced the pricing and closing of books of the bond offering for $350-million (U.S.), (b) entered into the Orion stream agreement for $150-million (U.S.), and (c) closed the private placement of 88,460,446 subscription receipts to SoftBank Group Corp. in escrow for $99,075,000. The SoftBank private placement is expected to result in the conversion of 83,729,011 subscription receipts into Nemaska Lithium common shares and the release from escrow of $93,776,493 to Nemaska Lithium, assuming completion of the offering and the contemporaneous private placement and without giving effect to the exercise of the overallotment options related to the offering. SoftBank is expected to own 9.9 per cent of the basic shares outstanding of the corporation following completion of the SoftBank private placement. The aforementioned financing transactions together with the offering and contemporaneous private placement are referred to herein as the project financing package.
References are made to the press releases of the corporation dated March 28, 2018, April 6, 2018, April 12, 2018, April 20, 2018, April 25, 2018, and May 10, 2018, in relation to the foregoing. The completion and disbursement of money under the individual component financings comprising the projecting financing package are subject to several conditions precedent or escrow release conditions, and the receipt of regulatory approvals (including approval of the TSX).
Use of proceeds
The proceeds of the offering, along with the proceeds received from the project financing package, will be used by the corporation to finance the construction, commissioning, working capital and reserves of the Whabouchi project and for general corporate working capital. The sources and uses of money to finance the Whabouchi project through to its completion, which is expected to occur on or about the third quarter of calendar year 2020, subject to the proceeds related to the project financing package being in place by the beginning of June, 2018, are set out in the associated table.
SOURCES AND USES OF FUNDS FOR THE WHABOUCHI PROJECT COMPLETION
Sources Canadian $ (1) U.S. $ Uses Canadian $ U.S. $
(million) (million) (million) (million)
Offering and contemporaneous Remaining Whabouchi
private placement (gross) (2) $360 $277 mine capex (4) $239 $184
SoftBank private Whabouchi mine
placement (gross) (3) 94 72 capex contingency (4) 30 23
Remaining Shawinigan
electrochemical
Bond offering (gross) 455 350 plant capex (4) 462 355
Shawinigan
electrochemical
plant capex
Stream facility (gross) 195 150 contingency (4) 70 54
Interest costs (5) 128 98
Cost overrun account (6) 40 31
Transaction costs (7) 48 37
Working capital (8) 87 67
Total sources (9) 1,104 849 Total uses (9) 1,104 849
(1) Based on exchange rate of $1 (U.S.) to $1.30 (Canadian).
(2) Offering proceeds are calculated assuming no exercise of the overallotment option.
(3) A total of $99,075,000 was placed into escrow. Assuming the completion of the offering and the
contemporaneous private placement, it is expected that approximately 4,731,435 subscription receipts
pursuant to the SoftBank private placement will be cancelled and approximately $5,298,000 of the escrowed
money from the original $99,075,000 will be returned to SoftBank at the time of the SoftBank escrow release,
resulting in an aggregate of 83,729,011 Nemaska Lithium common shares being issued to SoftBank and an
aggregate gross proceeds of $93,776,493 released to the corporation (assuming no exercise of the
overallotment option).
(4) Remaining capital expenditures as at Dec. 1, 2017.
(5) Based on an 11.25-per-cent coupon covering the first 30 months of interest payments starting at the
closing date of the bond offering.
(6) Required under the bond offering. This amount will be placed into an escrow account and can only be used
to finance permitted capex increases made to the Whabouchi project master control budget or until the
completion of the Whabouchi project.
(7) Transaction costs include the aggregated estimated fees and legal fees associated with the project
financing package.
(8) Capital expenditures from Dec. 1, 2017, to March 31, 2018, have been deducted from the working capital.
The amount also covers for corporate general working capital needs of the Whabouchi project and for other
corporate general working capital needs.
(9) Excludes any expected revenues and related production costs in relation to the sale of spodumene
concentrate not required by the Shawinigan electrochemical plant during its construction and ramp-up
period that the Whabouchi mine would be in a position to sell.
About Nemaska Lithium Inc.
Nemaska Lithium is a developing chemical company whose activities will be vertically integrated, from spodumene mining to the commercialization of high-purity lithium hydroxide and lithium carbonate. These lithium salts are mainly destined for the fast-growing lithium-ion battery market, which is driven by the increasing demand for electric vehicles and energy storage worldwide. With its products and processes, Nemaska Lithium intends to facilitate access to green energy.
We seek Safe Harbor.
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