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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number 001-38072
___________________
NexGen Energy Ltd.
(Translation of registrant's name into English)
Suite 3150, 1021 - West Hastings Street
Vancouver, B.C., Canada V6E 0C3
(Address of principal executive offices)
___________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F ☐ Form 40-F ☑
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference as Exhibits to the Registration Statement on Form F-10 of NexGen Energy Ltd. (File No. 333-266575).
EXHIBIT INDEX
| Exhibit | Description |
| 99.1 | Material Change Report dated May 8, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 8, 2024.
| NEXGEN ENERGY LTD. | |||
| By: | /s/ Benjamin Salter | ||
| Name: Benjamin Salter | |||
| Title: Chief Financial Officer | |||
Exhibit 99.1
Form 51-102F3
MATERIAL
CHANGE REPORT
| Item 1 | Name and Address of Company |
NexGen Energy Ltd. (the “Corporation”
or “NexGen”)
Suite 3150, 1021 West Hastings Street
Vancouver, BC V6E 0C3
| Item 2 | Date of Material Change |
May 8, 2024
| Item 3 | News Release |
On May 8, 2024, the Corporation issued a news release reporting the material change through CNW (Canada NewsWire).
| Item 4 | Summary of Material Change |
On May 8, 2024, the Corporation announced that it had entered into binding term sheets with MMCap International Inc. (“MMCap”) for the purchase (the “Purchase”) of 2,702,410 pounds of natural uranium concentrate (“U3O8”) for an aggregate purchase price of US$250 million. In satisfaction of the purchase price for the U3O8 the Corporation has agreed to issue US$250 million aggregate principal amount of unsecured convertible debentures (the “Debentures”).
| Item 5 | Full Description of Material Change |
5.1 Full Description of Material Change
The Debentures will be convertible at the holder’s option into approximately 23 million common shares of NexGen (the “Common Shares”).
The Debentures will carry a 9.0% coupon (the “Interest”) over a 5-year term. The Debentures will be convertible at the holder's option into Common Shares, at a conversion price (the “Conversion Price”) per Common Share of US$10.73 (C$14.70 per Common Share equivalent incorporating the Bank of Canada exchange rate from May 7, 2024) representing a 30% premium to the volume-weighted average trading price (the “VWAP”) per Common Share on the Toronto Stock Exchange (the “TSX”) for the 5-days ending on the day prior to the date of this announcement.
| |
Two-thirds of the Interest (equal to 6% per annum) is payable in cash. One-third of the Interest (equal to 3% per annum) is payable in Common Shares issuable at a price equal to the 20-day VWAP on the New York Stock Exchange (the “NYSE”) ending on, and including, the third trading day prior to the date such interest payment is due.
The Corporation will be entitled, on or after the third anniversary of the date of the issuance of the Debentures, at any time that the 20-day VWAP on the NYSE exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest.
The Corporation agreed to issue an aggregate of 909,090 Common Shares as an establishment fee in connection with the Debentures, representing 3% of the aggregate principal amount of the Debentures.
Strategic Alignment Provisions
In connection with the Offering, the Corporation will enter into an investor rights agreement with MMCap containing voting alignment, standstill, and transfer restriction covenants.
Conditions
Closing of the Purchase is conditional upon the satisfaction of customary closing conditions prior to June 28, 2024, including stock exchange approvals and third-party approvals required for the transfer of the U3O8 and issuance of the Debentures and the completion of definitive documentation.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
No significant facts otherwise required to be disclosed in this report have been omitted.
| |
| Item 8 | Executive Officer |
The following executive officer of the Corporation is knowledgeable about the material change and may be contacted respecting the change:
Leigh Curyer
Chief Executive Officer
Phone: (604) 428-4112
Email: lcuryer@nxe-energy.ca
| Item 9 | Date of Report |
May 8, 2024