QUÉBEC CITY, April 20, 2018 - Nemaska Lithium Inc.
("Nemaska Lithium" or the "Corporation") (TSX:NMX)(FRANKFURT:N0T) is pleased to announce that it is launching an offering of senior secured callable bonds ("Bonds") on a private placement basis for proceeds of USD 300-350M (the "Bond Offering").
The Corporation has engaged Clarksons Platou Securities and Pareto Securities (collectively, the "Managers") as managers, on a best efforts basis, for the Bond Offering. The Managers will, in connection with the Bond Offering, arrange a series of investor meetings over the following weeks.
The Nordic-style Bond Offering will be USD-denominated and the Bonds will be senior secured obligations of Nemaska Lithium, having a five-year term, unless earlier repurchased or redeemed, and bearing interest payable quarterly in arrears. The Bonds will be guaranteed against the Project and against the intangible assets of the Corporation.
The proceeds will be kept in a trust account pledged in favor of the Bondholders and the initial release, as well as subsequent drawdowns, of funds are subject to certain conditions precedent customary for these types of transactions including, but not limited to, the evidence that the required equity proceeds and the proceeds under the previously announced Streaming Agreement with Orion Mine Finance II LP ("Orion") have been spent on the Corporation's project. The Corporation intends to apply to list the Bonds on the Nordic Alternative Bond Market (ABM) after the closing of the Bond Offering, expected on or around May 18, 2018.
Financing Endeavors Update
The Corporation had outlined, in its March 28, 2018 press release, the components of its overall USD775-825M financing structure to fund the construction, commissioning, working capital and reserve funds for its Whabouchi lithium mine and Shawinigan electrochemical plant (the "Project Financing") and also for general corporate working capital. Since that time, in addition to launching this Bond Offering, the Corporation:
- Signed a USD 150M streaming agreement with Orion announced in its April 12, 2018 press release (the "Streaming Agreement"); and
- Has pursued its efforts pertaining to private and/or public offerings, and:
- Obtained, on March 29, 2018, a receipt from Canadian securities regulatory authorities for its final base shelf prospectus (filed on Sedar the same day);
- Issued, on April 5, 2018, a press release outlining the agreed terms of a private placement for up to CAD 99M with SoftBank Group Corp. ("SoftBank") to hold no more than 9.9% of the shares outstanding once the Project Financing is completed;
- Expects to close the SoftBank private placement (subscription receipts) on or around April 25, 2018; and
- Expects to provide further details in the short-term on current discussions for the additional equity financing required (the "Equity Offerings").
"We continue to show solid progress on our project financing, firstly with the SoftBank private placement, then with the Streaming Agreement and now with the launching of the Bond Offering. We are getting closer to putting together a comprehensive project financing that will take us through project construction and onto commercial production," added Guy Bourassa.
Closing of Financing Transactions
The financing transactions contemplated by the Bond Offering, the Streaming Agreement, the SoftBank private placement and the Equity Offerings are intended to provide a comprehensive project financing package for the Whabouchi mine and the Shawinigan plant. Closing of these financing transactions and the release of funds thereunder will be subject to, among other things, the successful marketing and closing of the Bond Offering and Equity Offerings and the execution of definitive agreements in connection therewith, and the receipt of regulatory approvals (including approval of the TSX). Each such financing transaction will be conditional on the completion of one another.
About Nemaska Lithium
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, for the benefit of humanity.
The Corporation will be operating the Whabouchi mine in Québec, Canada, one of the richest lithium spodumene deposits in the world, both in volume and grade. The spodumene concentrate produced at the Whabouchi mine will be processed at the Shawinigan plant using a unique membrane electrolysis process for which the Corporation holds several patents.
Nemaska Lithium is a member of the S&P/TSX SmallCap Index, S&P/TSX Global Mining Index, S&P/TSX Global Base Metals Index, S&P/TSX Equal Weight Global Base Metals Index, and the MSCI Canada Small Cap Index. For more information, visit nemaskalithium.com or twitter.com/Nemaska_Lithium.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. The announcement does not constitute an offer to sell or the solicitation of an offer to buy Bonds or other securities in any jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Corporation does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Cautionary Statement on Forward-Looking Information
All statements, other than statements of historical fact, contained in this press release including, but not limited to, those relating to the Corporation's intention to provide a comprehensive project financing plan to bring its Whabouchi mine and Shawinigan plant to commercial production, the Corporation's getting closer to putting together such a comprehensive project financing, the completion of the Project Financing in general and as regards each component thereof in particular, and the release of proceeds therefrom to the Corporation, constitute "forward-looking information" and "forward-looking statements" within the meaning of certain securities laws and are based on expectations and projections as of the date of this press release. Certain important assumptions by the Corporation in making forward-looking statements include, but are not limited to, (a) the satisfaction, in a timely manner, by the Corporation of conditions precedent to the Bond Offering, (b) the receipt by the Corporation of proceeds therefrom, and (c) the Corporation having raised a sufficient amount under all components of the Project Financing to bring the Whabouchi mine and the Shawinigan plant to commercial production.
Forward-looking statements contained in this press release including, without limitation, those related to (i) the Bond Offering being conducted on a best efforts basis and the successful marketing and closing thereof, (ii) the Corporation providing further details of the Project Financing in the short-term, (iii) the release of proceeds to the Corporation from the Bond Offering, (iv) the application for the Bonds' listing on the Nordic ABM, (v) the successful marketing and closing of the Equity Offerings, and (vi) generally, the above "About Nemaska Lithium" paragraph which essentially describes the Corporation's outlook, constitute ''forward-looking information'' or ''forward-looking statements'' within the meaning of certain securities laws, and are based on expectations, estimates and projections as of the time of this press release. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Corporation as of the time of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. These estimates and assumptions may prove to be incorrect.
Many of these uncertainties and contingencies can directly or indirectly affect, and could cause, actual results to differ materially from those expressed or implied in any forward-looking statements. There can be no assurance that a comprehensive USD 775M to USD 825M Project Financing and general corporate working capital financing package will be put in place and that any component of the Project Financing will be completed, as the next steps and, eventually, the actual results of financing endeavors, in particular as regards the Bond Offering and the Equity Offerings, and future events, could differ materially from those anticipated in such statements.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. Forward-looking statements are provided for the purpose of providing information about management's endeavors to complete the Project Financing and, more generally, its expectations and plans relating to the future. Readers are cautioned not to place undue reliance on these forward-looking statements as a number of important risk factors and future events could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions and intentions expressed in such forward-looking statements. All of the forward-looking statements made in this press release are qualified by these cautionary statements and those made in our other filings with the securities regulators of Canada including, but not limited to, the cautionary statements made in the "Risk Factors" section of the Corporation's Annual Information Form dated October 5, 2017 and the "Risk Exposure and Management" section of the Corporation's quarterly Management Discussion & Analysis. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.
Further information regarding Nemaska Lithium is available in the SEDAR database (www.sedar.com) and on the Corporation's website at: www.nemaskalithium.com.
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Victor Cantore, Investor Relations
Wanda Cutler, Investor Relations
Fanny-Eve Tapp, Media Relations