Author: robertsailo

Paladin Energy receives ICA clearance for Fission Uranium acquisition

Paladin Energy has received final clearance under the Investment Canada Act (ICA) for its acquisition of Fission Uranium.

This clearance represents the last regulatory step needed to complete the court-approved arrangement under the Canada Business Corporation Act.

The acquisition is expected to close by early January 2025, subject to customary closing conditions.

Paladin Energy announced the definitive agreement to acquire Fission Uranium in June this year on a 100% share takeover basis.

Upon completion, Fission shareholders will receive 0.1076 Paladin shares for each Fission share held.

Following the acquisition, Paladin shares are expected to list on the Toronto Stock Exchange (TSX), while Fission shares will be delisted from the TSX, OTCQX and Frankfurt Stock Exchange.

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The merger aims to create a clean energy leader with a strong production and growth pipeline including the Langer Heinrich Mine, Patterson Lake South project and Michelin project.

This combination will enhance Paladin’s position in the uranium market, leveraging a structurally tight market and growing nuclear energy demand.

Paladin’s increased presence in international capital markets will be bolstered by its TSX listing, further establishing it as a ASX100-listed pure-play uranium producer.

The company is committed to a sustainable future, focusing on a carbon-free energy transition and strong community engagement.

Paladin CEO Ian Purdy said: “We welcome the Government of Canada’s clearance of the acquisition of Fission and believe that this decision will deliver great benefits for our company and its shareholders, as well as for stakeholders in Australia, Canada and Namibia.

“The combination of Paladin and Fission creates a world-class diverse uranium producer operating in multiple countries, with a high-quality portfolio of production, development and exploration assets.

“The addition of the PLS project in the Athabasca Basin creates a leading Canadian development hub alongside our existing Michelin project, with exploration upside across all the Canadian properties.

“Shareholders of Paladin, including former shareholders of Fission, will benefit from the increased scale of the combined company that will be one of the largest pure-play uranium companies globally, as well as greater exposure to, and interest from, international capital markets.”


Volkswagen to invest $48m in Patriot Battery Metals to drive production

Patriot Battery Metals has announced a subscription agreement with Volkswagen, under which Patriot will provide 9.9% of the company’s issued and outstanding common shares to Volkswagen to raise gross proceeds of C$69m ($48m).

The funds from this investment will be directed towards the exploration and development of the Shaakichiuwaanaan Project, including exploration and feasibility studies, and general working capital.

The subscription agreement with Volkswagen involves the issuance of 15,557,500 common shares at C$4.42 each.

This represents a premium of 65% and 35% over the 30-day and 90-day average trading prices, respectively, on the Toronto Stock Exchange (TSX).

Additionally, Patriot will enter a binding offtake agreement with PowerCo, Volkswagen’s battery manufacturer, to supply 100,000 tonnes of spodumene concentrate annually over a ten-year period.

Volkswagen and PowerCo will join an advisory committee for the Shaakichiuwaanaan Project.

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PowerCo’s cell production activities in Europe and North America will benefit from this supply, including its battery cell factory in St. Thomas, Canada.

The factory is expected to become PowerCo’s largest, with a production capacity of up to 90 gigawatt-hours, enough for more than one million electric vehicles annually.

The offtake agreement includes a pricing mechanism linked to lithium chemical and spodumene indices, with regular price reviews.

It is subject to conditions such as a final investment decision and necessary approvals by 30 June 2031. A comprehensive offtake agreement will replace the term sheet post-feasibility study.

Volkswagen will also gain rights to participate in future equity raises and assist in acquiring additional shares.

The agreement includes a 24-month standstill and a restriction on transferring shares for two years, except under specific conditions.

Furthermore, a non-binding memorandum of understanding between Patriot and PowerCo will explore collaboration opportunities including environmental, social and governance standards, downstream partnerships and government support.

The strategic investment is pending TSX approval and is expected to close by mid-January 2025.

Macquarie Capital is acting as financial advisor to Patriot, with Davies Ward Phillips & Vineberg representing the company in Canada, and Allens in Australia.


NMG receives $50m from CGF and Québec Government for graphite operations expansion

Nouveau Monde Graphite (NMG) has announced a $50m (C$71.64m) equity investment from Canada Growth Fund (CGF) and the Government of Québec, through Investissement Québec (IQ), to support its phase two ore-to-battery-material graphite operations.

This investment aims to facilitate the progress of NMG’s detailed engineering and critical path activities as the company approaches an FID.

It will help advance NMG’s phase two Matawinie Mine and Bécancour Battery Material Plant, enable the procurement of key long-lead items and support necessary activities.

The investment will also support detailed engineering, procurement and critical-path activities, as well as cover general expenses and financing costs.

NMG is preparing for FID by finalising an updated feasibility study for its phase two operations, expected early in the first quarter of 2025.

NMG founder president and CEO Eric Desaulniers said: “As a project developer, NMG requires credible financial partners to share risks and unlock value in this strategic and geopolitically important sector. Rounding up 2024 marked by significant progress in our business plan, we are setting our sights on the remaining milestones to reach FID.

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“This investment by the Canada Growth Fund and the Government of Québec will enable our team to make tangible advancements and place strategic orders in preparation for our project execution.

“We are committed to delivering high-performing and reliable active anode materials to the North American battery and electric vehicle markets, contributing to a local, sustainable and reliable supply chain.”

The backing from IQ and the addition of CGF, a C$15bn public fund, strengthens NMG’s institutional investor support and provides a favourable path to project financing upon a positive FID.

Both CGF and IQ have agreed to subscribe for common shares in NMG, with the offering set to generate gross proceeds of $50m.

NMG will issue 39,682,538 common shares at $1.26 per share. Each share will include a warrant, allowing the holder to acquire an additional share at $2.38, subject to certain ownership limitations.

The common shares and warrants will be subject to a four-month hold period under Canadian securities laws.

This strike price aligns with warrants previously issued to General Motors, Panasonic Energy and Mitsui in February 2024.

NMG will enter into investor rights and registration rights agreements with CGF and IQ, restricting the sale of securities until 28 August 2025. These agreements grant CGF and IQ certain board nomination and anti-dilution rights.

CGFIM president and CEO Patrick Charbonneau said: “Investors and policymakers alike recognise the strategic importance of securing a stable supply of critical minerals, which are indispensable and essential for high-tech industries, from defence to renewable energy and batteries.

“CGF is pleased to invest in NMG and looks forward to supporting the company in its journey to create the largest fully integrated natural graphite production facility in North America.”

NMG is also working on an Impact and Benefit Agreement with the Atikamekw First Nation of Manawan and engaging with potential customers and lenders.

The investments from CGF and IQ are expected to close on or about 19 December 2024, pending standard conditions and regulatory approvals from the TSX Venture Exchange and the New York Stock Exchange.


Power Nickel gains approval for Golden Ivan and Chilean assets spin-out

Power Nickel has secured shareholder and court approval for the spin-out of its Golden Ivan property in British Columbia and Chilean assets.

The arrangement involves shareholders receiving common shares in new entity Chilean Metals (Spinco).

The spin-out, subject to TSX Venture Exchange approval, is due to be effective from 31 January 2025.

At the annual general and special meeting on 22 November 2024, 96.81% of Power Nickel shareholders voted in favour of the arrangement.

The spin-out creates two specialised companies – Power Nickel, focused on the Nisk project, and Spinco, advancing the Golden Ivan property in British Columbia and Chilean assets.

Spinco will also acquire interests in several Chilean projects while Power Nickel will retain its royalty interest in the Chilean Copaquire project, ensuring continued involvement in the region’s mining activities.

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Other matters, including the stock option plan for Spinco, were approved as recommended by management.

On 27 November 2024, Power Nickel secured a final order from the Supreme Court of British Columbia, fulfilling a key condition for closing the arrangement. The company anticipates final approval from the TSX Venture Exchange soon.

Upon completion, Power Nickel shareholders will receive one new common share of Power Nickel and 0.05 of one Spinco share for each Power Nickel share held.

The company released a statement: “We are pleased the shareholders and the court have approved the arrangement, which we believe will create value in two primary ways for our shareholders.

“First, we believe the spin-out properties have significant unrealised value that is lost in the current structure. We believe Chilean Metals can advance our key projects in Chile and in British Columbia and create considerable value that is not being seen as investors correctly focus on our exiting polymetallic discovery at Nisk.

“Secondly, we believe the spin-out will pose challenges to the naked short sellers that have been selling our shares and not closing their share sales by delivery of the stock. We are committed to maintaining transparency and integrity in the financial markets, and currently conducting a thorough investigation into certain trading activities and will provide evidence of malfeasance by naked short sellers.“

Post-arrangement, New Power Nickel shares will continue trading on the TSX Venture Exchange, OTC Market in the US and Frankfurt Stock Exchange in Germany.

Spinco shares will not be listed but will be a reporting issuer in British Columbia and Alberta.


Power Nickel gains approval for Golden Ivan and Chilean assets spin-out

Power Nickel has secured shareholder and court approval for the spin-out of its Golden Ivan property in British Columbia and Chilean assets.

The arrangement involves shareholders receiving common shares in new entity Chilean Metals (Spinco).

The spin-out, subject to TSX Venture Exchange approval, is due to be effective from 31 January 2025.

At the annual general and special meeting on 22 November 2024, 96.81% of Power Nickel shareholders voted in favour of the arrangement.

The spin-out creates two specialised companies – Power Nickel, focused on the Nisk project, and Spinco, advancing the Golden Ivan property in British Columbia and Chilean assets.

Spinco will also acquire interests in several Chilean projects while Power Nickel will retain its royalty interest in the Chilean Copaquire project, ensuring continued involvement in the region’s mining activities.

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Other matters, including the stock option plan for Spinco, were approved as recommended by management.

On 27 November 2024, Power Nickel secured a final order from the Supreme Court of British Columbia, fulfilling a key condition for closing the arrangement. The company anticipates final approval from the TSX Venture Exchange soon.

Upon completion, Power Nickel shareholders will receive one new common share of Power Nickel and 0.05 of one Spinco share for each Power Nickel share held.

The company released a statement: “We are pleased the shareholders and the court have approved the arrangement, which we believe will create value in two primary ways for our shareholders.

“First, we believe the spin-out properties have significant unrealised value that is lost in the current structure. We believe Chilean Metals can advance our key projects in Chile and in British Columbia and create considerable value that is not being seen as investors correctly focus on our exiting polymetallic discovery at Nisk.

“Secondly, we believe the spin-out will pose challenges to the naked short sellers that have been selling our shares and not closing their share sales by delivery of the stock. We are committed to maintaining transparency and integrity in the financial markets, and currently conducting a thorough investigation into certain trading activities and will provide evidence of malfeasance by naked short sellers.“

Post-arrangement, New Power Nickel shares will continue trading on the TSX Venture Exchange, OTC Market in the US and Frankfurt Stock Exchange in Germany.

Spinco shares will not be listed but will be a reporting issuer in British Columbia and Alberta.


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