SoftBank Group to Make Strategic Investment in Nemaska Lithium
QUEBEC CITY, QUEBEC -- (Marketwired) -- 04/05/18 -- Nemaska Lithium
Inc. ("Nemaska Lithium" or the "Corporation") (TSX: NMX)(OTCQX:
NMKEF)(FRANKFURT: N0T) is pleased to provide further details on its
project financing plans and to announce that it has entered into an
investment agreement (the "Investment Agreement") with SoftBank Group
Corp. ("SoftBank") for a private placement (the "Placement") of
common share subscription receipts (the "Receipts") at a price of CAD
1.12 per Receipt for aggregate gross proceeds of up to CAD
99,075,000.
The Corporation's March 28, 2018 press release outlined its overall
project financing plans to raise between USD 775M and USD 825M to
fund the construction and commissioning of its Whabouchi Mine and
Shawinigan Plant project and for general working capital (the
"Project Financing"). The Placement proceeds will therefore be an
important component of the equity portion of the Project Financing as
the Corporation continues to work on various complementary financing
alternatives, including a USD 300-350M debt financing and a USD 150M
streaming facility for which the Corporation expects to provide
further details in the short-term, both combined with additional
private and/or public equity offerings. Under the Investment
Agreement, SoftBank will acquire up to 9.9% of Nemaska Lithium's
outstanding common shares ("Shares") after giving effect to the
consummation of the Project Financing.
"Upon the completion of this transaction, SoftBank will be a new
esteemed shareholder and customer for Nemaska Lithium and we are very
pleased to welcome its team to our shareholder base and eventually
welcome its nominee to our Board," said Guy Bourassa, President and
CEO of Nemaska Lithium. "As a global technology pioneer and leader,
SoftBank's culture of innovation melds very well with our own
corporate values and is a clear endorsement of our approach to
producing environmentally friendly, low-cost lithium compounds."
"This investment in Nemaska is of monumental importance to the
SoftBank Group's strategy," said Masayoshi Son, Chairman & CEO of
SoftBank Group Corp. "We are extremely pleased to be further
accelerating the Mobile Revolution, an era of IoT (Internet of
Things) and electric vehicles enabled by the fusion of technology and
energy storage."
Completion of the Placement is subject to customary escrow release
conditions for this type of transaction, including approval of the
Toronto Stock Exchange. The closing of the Placement is expected to
occur on or about 10 days following the announcement thereof.
The gross proceeds from the Placement will be held in escrow and,
once the escrow release conditions will be satisfied or waived (which
include raising additional equity, concluding the streaming facility
agreement and securing debt financing commitments), each Receipt
shall be automatically converted into one (1) Share and the net
proceeds of the Placement will be released to the Corporation. If the
escrow release conditions have not been satisfied or waived by August
6, 2018, the Receipts will be automatically cancelled and funds will
revert to SoftBank.
If, after giving effect to the Placement, SoftBank holds less than
9.9% of the Shares then outstanding, it will be entitled to purchase
additional Shares upon the same terms as the equity offerings forming
part of the Project Financing to maintain its shareholdings up to
9.9% of the outstanding Shares. If, after giving effect to the
Placement and consummation of the remaining equity portion of the
Project Financing, SoftBank would hold more than 9.9% of the Shares
outstanding on the escrow release date, the Receipts that would
result in such excess will be cancelled such that SoftBank will hold
no more than 9.9% of the Shares outstanding at such time (and the
corresponding proceeds will revert to SoftBank).
Upon release of the Placement proceeds to the Corporation and for so
long as SoftBank holds at least 5% of the outstanding Shares, an
agreement providing SoftBank with a right of first offer to purchase
up to 20% of the lithium hydroxide and lithium carbonate produced at
the Shawinigan Plant from the spodumene concentrate coming from the
Whabouchi Mine, will be effective and all purchases will be at
pre-agreed discounts applicable to a pre-determined market
price-based formula. SoftBank will also be entitled to one nominee as
director of Nemaska Lithium and has been granted a pre-emptive right
to participate in any further equity offering as long as it holds at
least 5% of the Shares then outstanding.
SoftBank has agreed to customary standstill and support covenants and
to either vote its Shares in favour of the slate of directors
proposed to be elected by the Corporation or abstain from voting its
Shares with respect to such matter; provided, however, that in no
circumstances may SoftBank withhold any votes attached to any Shares
with respect to such matter until the earlier of (a) September 1,
2020 and (b) the commencement of commercial production at the
Whabouchi Mine and the Shawinigan Plant.
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 Quebec,
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.
About SoftBank Group Corp.
The SoftBank Group is a global technology player that aspires to
drive the Information Revolution. The SoftBank Group is comprised of
the holding company SoftBank Group Corp. (TOKYO: 9984) and its global
portfolio of companies, which includes advanced telecommunications,
internet services, AI, smart robotics, IoT and clean energy
technology providers. In September 2016, Arm Holdings plc, the
world's leading semiconductor IP company, joined the SoftBank Group.
In May 2017, the SoftBank Vision Fund, which invests globally in the
businesses and technologies that will enable the next stage of the
Information Revolution, had its first major close with over USD 93
billion in committed capital. To learn more, please visit
www.softbank.com.
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 closing of the Placement and fulfillment of the escrow release
conditions of the Receipts as well as the completion of the Project
Financing (or any portion thereof) in general, 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, the satisfaction, in a
timely manner, by the Corporation of conditions precedent to (a) the
release of the Placement proceeds from escrow and (b) the closing of
each Project Financing component, including regulatory (and TSX)
approval, the receipt by the Corporation of proceeds from the
Placement and from all other components of the Project Financing, and
the Corporation having raised a sufficient amount under the Project
Financing to bring the Whabouchi Mine and the Shawinigan Plant to
commercial production.
Forward-looking statements contained in this press release include,
without limitation, those related to (i) the Placement proceeds being
an important component of the Project Financing's equity portion,
(ii) the equity financing being complemented by a streaming facility,
debt financing and additional private and/or public equity offerings,
(iii) SoftBank's becoming a new Nemaska Lithium shareholder and its
compliance with the Investment Agreement's standstill and supporting
provisions, (iv) the melding of SoftBank's culture with the
Corporation's corporate values, (v) the Corporation providing further
details of the Project Financing in the short-term, (vi) the
completion of any purchases of lithium products by SoftBank, (vii)
SoftBank's exercise of its pre-emptive right to participate in any
further equity offering, (viii) the closing of the Placement to occur
on or about 10 days following the announcement thereof, and (ix)
generally, the above "About Nemaska Lithium" paragraph which
essentially describe 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 and general corporate working capital financing
package will be put in place and that any component of the financing
transactions will be completed, as the next steps and, eventually,
the actual results of financing endeavors, in particular as regards
the debt financing 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 its 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 cautions
that the foregoing list of factors that may affect future results is
not exhaustive, and new, unforeseeable risks may arise from time to
time. 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.
Contacts:
Victor Cantore
Investor Relations
514 831-3809
victor.cantore@nemaskalithium.com
Wanda Cutler
Investor Relations
416 303-6460
wanda.cutler@nemaskalithium.com
Fanny-Eve Tapp
Media Relations
B. 514 935 2777 # 204
C. 514 442 0445
fanny-eve.tapp@nemaskalithium.com
www.nemaskalithium.com
