Nemaska Lithium Announces Pricing and Closing of Books on USD 350M Bond Offering - Seite 2

The Trust Account will be pledged in favour of the Bondholders and the initial drawdown, as well as subsequent drawdowns, of the Bond Funds by the Corporation from the Trust Account to prescribed operating expense accounts will be subject to conditions precedent customary for these types of transactions.  The conditions precedent for the initial drawdown of the Bond Funds include, but are not limited to, the following:

(a) the Corporation having raised minimum net proceeds from equity offerings of USD 299 million;

(b) the Corporation having received the proceeds from the streaming facility of USD 150 million (the “Stream Facility”); 

(c) subject to provision for a cost overrun account, the proceeds from the aforementioned equity offerings and Stream Facility having been spent in accordance with the stipulated uses of the Corporation’s operating expense account;

(d) the Corporation having executed offtake contracts with arm’s length parties for a minimum amount of spodumene concentrate over a specified period of time;

(e) the Corporation having either (i) executed amendment agreements to its existing offtake agreements or (ii) entered into alternate offtake agreements for lithium carbonate and/or lithium hydroxide, which alternate offtake agreements must satisfy prescribed conditions; 

(f) the Corporation having executed and/or obtained relevant material project documents, agreements and governmental, regulatory and environmental permits and authorizations related to the Project;

(g) the Corporation having provided satisfactory evidence that the right of the Société de développement de Shawinigan Inc. to resolve (cancel) the sale of the Shawinigan site to NMX Shawinigan has been extinguished;

(h) the mining rights of the Corporation and NMX Whabouchi being in good standing;

(i) the intercreditor agreement in respect of the Stream Facility and certain other intercreditor agreements in respect of additional senior secured obligations as permitted under the terms of the Bonds (the “Bond Terms”) having been executed; and

(j) the security package over all of the assets to be charged in connection with the Bond Offering, and any other senior secured obligations as contemplated in connection therewith, having been executed and rendered opposable to third parties.

The Bonds will be reimbursed, with accrued interest, from the Bond Funds in the event that the Corporation has not, prior to the date that is three (3) months from the Settlement Date (the “Long Stop Date”), met certain conditions precedent, including those enumerated in items (a), (b) (only with respect to 50% of such Stream Facility proceeds), (f) (to the extent applicable), (h), (i) (to the extent applicable) and (j).