Nevada Copper Provides Update on Sale Process; Kinterra Designated Successful Bidder
September 9, 2024 – Yerington, NV: Nevada Copper Corp. (OTC: NEVDQ) and its subsidiaries (collectively, “Nevada Copper” or the “Company”) today provided an update on the Company’s sale process and bankruptcy proceedings.
As previously announced, the Company entered into an asset purchase agreement (the “APA”) with Southwest Critical Minerals LLC (the “Buyer”), an affiliate of Kinterra Capital Corp., pursuant to which the Buyer agreed to purchase substantially all of the assets of the Company and its subsidiaries (the “Transaction”). The purchase price under the APA includes cash consideration of US$128 million, the Buyer’s payment of cure costs for contracts it assumes, and an adjustment for the assumption of certain liabilities.
The APA was executed as a stalking horse bid in the sale process initiated by the Company in accordance with Section 363 of the U.S. Bankruptcy Code following the Company’s filing of 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”) on June 10. 2024. Under the bidding procedures approved by the U.S. Bankruptcy Court, the deadline to submit other binding offers to purchase substantially all of the Company’s assets expired on September 6, 2024. Despite multiple bidders conducting active due diligence prior to the expiration of the deadline, the sale process did not result in an alternative qualified bid. As a result, after careful deliberation, the board of directors of the Company has designated the Buyer as the successful bidder in the sale process and the Company intends to consummate the Transaction. Moelis & Company LLC was retained by the Company to assist with the sale process.
Motions for final approval of the Transaction are expected to be heard by the U.S Bankruptcy Court and the Superior Court of Justice (Commercial List) of Ontario later in September and the Transaction is currently expected to close in October. The closing of the Transaction is subject to closing conditions set out in the APA and other requirements that are customary for transactions of this nature under Section 363 of the U.S. Bankruptcy Code, including final approval of the courts and satisfactory arrangements regarding the assumption of certain contracts by the Buyer. There is no assurance that the Transaction will be completed on the expected closing timeline or at all. The proceeds from the Transaction are expected to be administered and distributed to creditors in the Company’s bankruptcy process.
TSX Delisting
Further to the Company’s August 12, 2024 press release, the common shares and warrants of the Company were delisted from the Toronto Stock Exchange at the close of business on August 21, 2024.
Cease Trade Order
A cease trade order, subject to certain conditions, has been issued by the British Columbia Securities Commission as a result of the Company’s failure to file its interim financial statements for the three months ended June 30, 2024, including the related management’s discussion and analysis and interim filing certifications. These documents were not filed in light of the sale process and the Company’s ongoing bankruptcy proceedings.
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.
About Kinterra Capital
Kinterra Capital is a Toronto-based private equity firm that invests in the people, ideas, critical materials and strategic infrastructure needed to accelerate the energy transition. Kinterra uses significant domain-specific technical and transactional expertise to identify and manage investments that create value for key stakeholders, while improving the communities in which we operate through meaningful partnerships. At Kinterra, we focus on innovative ideas, rigorous analysis and high-quality execution to make investments that will create a more sustainable future.
For additional information, please see the Company’s website at www.nevadacopper.com
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