Mr. Leigh Curyer reports

NEXGEN ANNOUNCES US$110 MILLION CONVERTIBLE DEBENTURE FINANCING AND STRATEGIC PURCHASE OF COMMON SHARES

NexGen Energy Ltd. has entered into binding term sheets with Queen's Road Capital Investment Ltd. (QRC) and Washington H. Soul Pattinson and Co. Ltd. (WHSP) for a private placement of $110-million (U.S.) aggregate principal amount of unsecured convertible debentures.

The debentures will be convertible at the holder's option into approximately 21.97 million common shares of NexGen (at current exchange rates, with the actual number of common shares dependent on the exchange rate at the time of conversion).

In addition, WHSP has agreed to purchase 8.7 million outstanding common shares of NexGen from QRC, enabling QRC to partially finance its purchase of debentures.

Leigh Curyer, chief executive officer, commented: "Today's $110-million (U.S.) financing from two highly respected investors, our long-standing investor in QRC and the addition of WHSP in Australia, optimally places NexGen to deliver on its stated objectives in the development of the Rook I project. It is an incredibly exciting time for NexGen as we recently received confirmation of the completion of the provincial environmental assessment technical review and submission of the final provincial environmental impact statement to the Saskatchewan Ministry of Environment. Further, permitted preconstruction site works are well advanced with the team and all of its stakeholders focused on the responsible delivery of Rook I for the world's energy transition."

Terms of the debentures

The debentures will carry a 9.0-per-cent coupon over a five-year term. the debentures will be convertible at the holder's option into common shares at a conversion price per common share of $6.76 (U.S.) ($9.15 per common share equivalent incorporating today's exchange rate), representing a 30-per-cent premium to the volume-weighted average trading price (VWAP) per common share on the Toronto Stock Exchange for the five days ending on the day prior to the date of this announcement.

Two-thirds of the interest (equal to 6 per cent per annum) is payable in cash. One-third of the interest (equal to 3 per cent per annum) is payable in common shares issuable at a price equal to the 20-day VWAP on either the Toronto Stock Exchange or the New York Stock Exchange (whichever has the greatest trading volume of common shares) ending on, and including, the third trading day prior to the date such interest payment is due.

The company will be entitled, on or after the third anniversary of the date of the issuance of the debentures, at any time that the 20-day VWAP on the TSX exceeds 130 per cent of the conversion price, to redeem the debentures at par plus accrued and unpaid interest.

Strategic alignment provisions

In connection with the offering, the company will enter into an investor rights agreement with both QRC and WHSP, containing the same voting alignment, standstill and transfer restriction covenants as the existing investor rights agreement with QRC dated May 27, 2020. However, these provisions will be revised to apply regardless of the number of common shares held, and the restrictions allowing for a sale of common shares every 30 days will be limited to 0.5 per cent of the number of common shares held.

Use of proceeds

Proceeds from the offering will be used to finance the continuing development and further exploration of the company's mineral properties and for general corporate purposes.

Conditions

Closing of the offering is conditional upon completion of the prearranged trade and the satisfaction of customary closing conditions, including stock exchange approvals, the completion of definitive documentation, there being no material adverse change in the business of the company, or a major event of national or international consequence that disrupts the financial markets or the business, operations or affairs of the company.

Adviser and legal counsel

Aitken Mount Capital Partners was adviser to the transaction. Farris LLP (Vancouver) provided legal advice.

About NexGen Energy Ltd.

NexGen Energy is a Canadian company focused on delivering clean energy fuel for the future. The company's flagship Rook I project is being optimally developed into the largest low-cost producing uranium mine globally, incorporating the most elite standards in environmental and social governance. The Rook I project is supported by a National Instrument 43-101 compliant feasibility study which outlines the elite environmental performance and industry-leading economics. NexGen is led by a team of experienced uranium and mining industry professionals with expertise across the entire mining life cycle, including exploration, financing, project engineering and construction, operations and closure. NexGen is leveraging its proven experience to deliver a project that leads the entire mining industry socially, technically and environmentally. The project and prospective portfolio in Northern Saskatchewan will provide generational long-term economic, environmental and social benefits for Saskatchewan, Canada and the world.

NexGen is listed on the TSX and the NYSE under the ticker symbol NXE and on the Australian Securities Exchange under the ticker symbol NXG, providing access to global investors to participate in NexGen's mission of solving three major global challenges in decarbonization, energy security and access to power. The company is headquartered in Vancouver, B.C., with its primary operations office in Saskatoon, Sask.

Technical disclosure

All technical information in this news release has been reviewed and approved by Kevin Small, NexGen's senior vice-president, engineering and operations, a qualified person under NI 43-101.

A technical report in respect of the feasibility study is filed on SEDAR and EDGAR and is available for review on NexGen Energy's website.

We seek Safe Harbor.