/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
VANCOUVER, Jan. 2, 2013 /CNW/ - NexGen Energy Ltd. ("NexGen") is pleased
to announce that it has completed a brokered private placement of
2,000,000 subscription receipts (the "Subscription Receipts") and
1,325,000 common shares ("NexGen Shares") which are being issued as
"flow-through shares" for the purposes of the Income Tax Act (Canada) (so issued, the "Flow-Through Shares") at a price of $0.40 per
security for gross proceeds of $1,330,000 (the "Brokered Private
Placement"). The Subscription Receipts were issued pursuant to, and
are governed by, the terms of a subscription receipt agreement (the
"Subscription Receipt Agreement") among NexGen, Macquarie Capital
Markets Canada Ltd. ("Macquarie") and Computershare Trust Company of
Canada, as subscription receipt agent (the "Subscription Receipt
Each Subscription Receipt will entitle the holder to receive,
immediately prior to the completion of NexGen's previously announced
business combination (the "Transaction") with Clermont Capital Inc.
("Clermont") and upon satisfaction of those other escrow release
conditions set forth in the Subscription Receipt Agreement, one unit of
NexGen (the "Units"), with each Unit being comprised of one NexGen
Share and one half of one common share purchase warrant of NexGen (each
a "NexGen Warrant").
In connection with the Transaction, Clermont will acquire all of the
issued and outstanding securities of NexGen in exchange for securities
of Clermont (after the Transaction, the "Resulting Issuer"). Prior to
completion of the Transaction, Clermont will effect a consolidation of
its common shares (the "Consolidation") on the basis of a 2.35:1 ratio
(as consolidated, the "Resulting Issuer Shares"). Once the
Consolidation has been completed all NexGen Shares will be exchanged
for common shares of Resulting Issuer (the "Resulting Issuer Shares")
on the basis of one Resulting Issuer Share for every NexGen Share, and
the NexGen Warrants will be exchanged for common share purchase
warrants of the Resulting Issuer (the "Resulting Issuer Warrants") on
the basis of one Resulting Issuer Warrant for every NexGen Warrant.
Each Resulting Issuer Warrant will entitle the holder thereof to
acquire one Resulting Issuer Share at a price of $0.60 per share for a
period of 24 months from the first business day following the
completion of the Transaction. The Transaction will constitute
Clermont's "qualifying transaction" for the purposes of the policies of
the TSX Venture Exchange ("TSXV").
The Brokered Private Placement was conducted by Macquarie. In connection
with the Brokered Private Placement, Macquarie is entitled to a cash
commission equal to 7% of the gross proceeds raised from the sale of
Subscription Receipts and the Flow-Through Shares, with the commission
attributable to the sale of the Subscription Receipts being paid upon
and subject to the satisfaction of the escrow release conditions.
Macquarie was also issued broker warrants (the "NexGen Broker
Warrants") equal to 7% of the number of Subscription Receipts and
Flow-Through Shares sold pursuant to the Brokered Private Placement.
The NexGen Broker Warrants will be exchanged for broker warrants of the
Resulting Issuer pursuant to the Transaction, each of which will
entitle the holder to acquire one Resulting Issuer Share at a price of
$0.40 per Resulting Issuer Share for a period of 24 months following
the first business day following the completion of the Transaction.
The gross proceeds of the Brokered Private Placement attributable to the
sale of the Subscription Receipts, less certain fees and expenses
Macquarie incurred in respect of the Brokered Private Placement, will
be held in escrow by the Subscription Receipt Agent until the closing
of the Transaction.
NexGen was established by Tigers Realm Group, an Australian-based,
privately-owned, resources group, as a special purpose Canadian uranium
exploration company. It has an option to earn an initial 70% interest
in the Radio Project in the Athabasca Basin, Saskatchewan, Canada and
has acquired Mega Uranium Ltd.'s Athabasca Basin Projects and a project
located in the Thelon Basin. Senior Management includes Leigh Curyer,
CEO, and Andrew Browne, Vice President - Exploration and Development.
Completion of the Transaction is subject to a number of conditions,
including but not limited to TSXV acceptance and shareholder approval.
The Transaction cannot be completed until regulatory and shareholder
approvals are obtained. There can be no assurance that the Transaction
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the Transaction, any information released or received with respect
to the transaction may not be accurate or complete and should not be
The TSXV has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents of
this press release. Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
This news release includes forward-looking statements that are subject
to assumptions, risks and uncertainties. Statements in this news
release which are not purely historical are forward-looking statements,
including without limitation any statements concerning completion of
the Transaction. Although NexGen believes that any forward-looking
statements in this news release are reasonable, there can be no
assurance that any such forward-looking statements will prove to be
accurate. NexGen cautions readers that all forward-looking statements,
are based on assumptions, of which none can be assured, and are subject
to certain risks and uncertainties that could cause actual events or
results to differ materially from those indicated in the forward
looking statements. Readers are advised to rely on their own evaluation
of such risks and uncertainties and should not place undue reliance on
The forward‐looking statements and information contained in this news release are
made as of the date hereof and no undertaking is given to update
publicly or revise any forward‐looking statements or information, whether as a result of new
information, future events or otherwise, unless so required by
applicable securities laws or the TSXV. The forward-looking statements
or information contained in this news release are expressly qualified
by this cautionary statement.
SOURCE: NexGen Energy Ltd.
For further information:
NexGen Energy Ltd.
Chief Executive Officer
T: +61 409 679 104