NexGen Energy Reveals C$400M Bought Deal MJDS Prospectus Offering And Concurrent AUD $400M Offering in Australia

Author: Benzinga Newsdesk | October 01, 2025 04:17pm

Vancouver, British Columbia--(Newsfile Corp. - October 1, 2025) - NexGen Energy Ltd. (TSX:NXE) (NYSE:NXE) (ASX: NXG) ("NexGen" or the "Company") announced today that it is has launched an equity financing (the "Offering") comprising:

an agreement with a syndicate of underwriters (the "North American Underwriters") led by Merrill Lynch Canada Inc. under which the North American Underwriters have agreed to buy on a bought deal basis 33,112,583 common shares in the capital of the Company (the "North American Common Shares") at a price of C$12.08 per North American Common Share (the "Offering Price") for gross proceeds of approximately C$400 million (the "North American Offering"); and

an underwriting agreement with Aitken Mount Capital Partners Pty Ltd (the "Australian Underwriter") under which the Australian Underwriter has agreed to fully underwrite an offering of 30,534,351 common shares in the capital of the Company (the "Australian Common Shares"), to be settled in the form of Australian CHESS Depositary Interests, at the Offering Price1 for gross proceeds of approximately AUD $400 million2 (the "Australian Offering"). In accordance with a separate appointment letter, Canaccord Genuity (Australia) Limited (the "Australian JLM") will jointly lead manage and bookrun (but not underwrite) the Australian Offering.

The Company intends to use the net proceeds from the Offering to advance engineering of the Rook I Project, for Rook I Pre-Production Capital Costs and for general corporate purposes.

The North American Common Shares will be offered by way of a short form prospectus (the "Prospectus") in all provinces and territories of Canada, other than Quebec, and will be offered in the United States pursuant to a prospectus filed as part of a registration statement under the Canada/U.S. multi-jurisdictional disclosure system. A registration statement on Form F-10, including the U.S. preliminary prospectus (together with any amendments thereto, the "Registration Statement"), registering the North American Common Shares under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") has been filed with the United States Securities and Exchange Commission (the "SEC") but has not yet become effective. The preliminary Prospectus and Registration Statement are subject to completion and amendment. Such documents contain important information about the North American Offering.

The Australian Common Shares will be issued without disclosure under the Australian Corporations Act 2001 (Cth) (the "Australian Corporations Act") to "sophisticated investors" and "professional investors" (within the meaning of sub-sections 708(8) and 708(11) of the Australian Corporations Act) and investors in other jurisdictions that may lawfully participate.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the North American Common Shares or the Australian Common Shares (collectively, the "Offered Common Shares") in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

The Offering is expected to close on or about October 15, 2025 and is subject to the Company receiving all necessary regulatory approvals, including conditional acceptance of the Toronto Stock Exchange and approval by the New York Stock Exchange (the "NYSE"). The preliminary Prospectus is available on SEDAR+ at www.sedarplus.ca. The Registration Statement is available on the SEC's website at www.sec.gov. The Offered Common Shares to be sold in the Offering described in this document may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. Before readers invest, they should read the prospectus in the Registration Statement and other documents the Company has filed with Canadian regulatory authorities and the SEC for more complete information about the Company and the Offering. Potential investors may get any of these documents for free by visiting EDGAR on the SEC website at www.sec.gov or, when such documents become available, via SEDAR+ at www.sedarplus.ca, or the Australian Securities Exchange ("ASX") at www.asx.com.au. Copies of the Prospectus relating to the North American Offering may be obtained for free upon request in Canada by contacting Merrill Lynch Canada Inc., Attention: Doug Butters, 181 Bay Street, Suite 400, Toronto ON M5J 2V8, by telephone at 416-369-3953, and in the United States by contacting BofA Securities, Attention: Prospectus Department, 201 North Tryon Street, Charlotte, NC 28255-0001, or by email at dg.prospectus_requests@bofa.com.

The completion of the North American Offering is not conditional upon the completion of the Australian Offering and the completion of the Australian Offering is not conditional upon the completion of the North American Offering, and the North American Underwriters have no obligations or liability with respect to the Australian Offering and the Australian Underwriter and the Australian JLM have no obligations or liability with respect to the North American Offering.

The Company's CHESS Depositary Interests quoted on the ASX are expected to remain in trading halt until the Company announces the successful conclusion of the bookbuild for the Australian Offering (anticipated to be before the ASX market opens on Monday, 6 October 2025 (Sydney time)).

Posted In: NXE