Nexmetals Mining closes $80-million public offering

Executive Summary

• Nexmetals Mining Corp. has successfully closed its previously announced best-effort public offering of units at $5.70 per unit, raising aggregate gross proceeds of $80,000,070.
• The offering included a significant lead order from Condire Investors LLC, resulting in an approximate 9.9% stake in the company, while existing major shareholder EdgePoint Investment Group Inc. purchased approximately $9 million worth of units, increasing their holding to 17.6%.
• Net proceeds will be used to finance the prepayment of the first contingent milestone payment under the asset purchase agreement for the Selebi and Selkirk mines in Botswana, advance exploration and development activities, and for general corporate purposes.

Key Details

• Offering Structure: Best-effort public offering of units priced at $5.70 per unit.
• Gross Proceeds: $80,000,070.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to acquire one common share on or prior to November 17, 2027, at an exercise price of $8.00.
• Key Shareholders:
  • Condire Investors LLC: Provided a lead order resulting in an approximate 9.9% holding (non-diluted). Warrants acquired are subject to a blocker provision limiting exercise if ownership would exceed 10% of issued and outstanding common shares.
  • EdgePoint Investment Group Inc.: Purchased 1,578,500 units for approximately $9 million. Post-offering holding is approximately 17.6% (non-diluted).
• Use of Proceeds:
  • Prepayment of the first contingent milestone payment under the asset purchase agreement (APA) for the Selebi and Selkirk mines (timing planned prior to end of 2025).
  • Advancement of exploration and development activities at mineral assets in Botswana.
  • Working capital and general corporate purposes.
• Agents and Commissions:
  • Sole Bookrunner: SCP Resource Finance LP.
  • Co-Lead Agents: Raymond James Ltd.
  • Cash Commission: 6.0% of gross proceeds (excluding president list purchasers) paid to agents, totaling $4,512,017. A 2.0% commission was paid for units sold to purchasers on the president list.
• Regulatory Status:
  • Subject to final approval of the TSX Venture Exchange for listing and trading of units.
  • Conditional approval obtained for listing and trading of warrants on the TSX-V, subject to post-closing filing requirements.
• Related Party Transactions:
  • Insiders subscribed for an aggregate of 1,695,000 units (inclusive of EdgePoint).
  • The company relied on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101, as insider participation did not exceed 25% of the company's market capitalization.
  • No material change report was filed in advance of closing due to the expedited nature of the transaction.

Notable Quotes

• Morgan Lekstrom, CEO: "The strong support from both new and existing institutional investors, including the addition of Condire as a new 9.9-per-cent shareholder, is a testament to the meaningful progress we have made over the past two quarters in strengthening the company, deleveraging the balance sheet, advancing our assets and delivering on our strategic objectives. The successful closing of this financing positions us to fulfill the first contingent milestone payment under the APA for both Selebi and Selkirk, which secures title of the assets, while enabling our teams to accelerate the next phase of growth and project derisking."