Nevada Copper Corp.

Nevada Copper Corp.

November 03, 2009 13:57 ET

Capstone Mining Makes Strategic Investment in Nevada Copper

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 3, 2009) - Nevada Copper Corp. (TSX:NCU) ("Nevada Copper") is pleased to announce the closing of its previously announced private placement in the amount of CDN$11.25 million (the "Private Placement") by Capstone Mining Corp. ("Capstone").

A summary of significant terms of this strategic investment by Capstone in Nevada Copper, pursuant to an investment agreement between Capstone and Nevada Copper (the "Investment Agreement"), include the following:

  • Private Placement. Capstone has subscribed for 4,500,000 units (the "Units") of Nevada Copper, each Unit consisting of one common share (a "Common Share") and one-half of a transferable common share purchase warrant (a "Warrant") at a price of $2.50 per Unit for total consideration of $11.25 million. Each whole Warrant is exercisable into one common share for a period of two years from the closing date at an exercise price of $3.00 per common share. If at any time prior to the second anniversary of the closing date, the closing price of Nevada Copper's common shares is greater than $3.50 for at least 20 consecutive trading days, Nevada Copper can send a notice to Capstone stating that the Warrants will expire if not exercised within 30 days.

All securities issued in connection with the Private Placement are subject to a four month hold period, expiring March 4, 2010.

On closing of the private placement Capstone will hold 11.1% of the total issued and outstanding common shares of Nevada Copper.

  • Pre-Emptive Right. Nevada Copper has granted Capstone a pre-emptive right to participate in any share offerings by Nevada Copper so that Capstone can maintain its 11.1% ownership percentage of Nevada Copper. In the event that Capstone's ownership interest falls below 9% of the common shares this pre-emptive right will be terminated. Exercise of the pre-emptive right is subject to regulatory approval at the time of exercise.
  • Board of Directors. If Capstone increases its ownership interest in Nevada Copper to 19% or higher, Capstone shall be entitled to nominate a representative to the Board of Directors of Nevada Copper at Nevada Copper's next annual general meeting. Following such appointment to the Board of Directors, in the event that Capstone's ownership interest falls below 19%, Capstone shall cause its nominee to resign subject to a 15 day remedy period.
  • Acquisition of Control. Capstone has agreed that it will not, without the consent of the Board of Directors of Nevada Copper, commence, or announce any intention to commence, a formal bid or tender offer to acquire or increase its ownership interest beyond 20% of common shares in Nevada Copper. In the event that a third party initiates an offer for all or greater than 20% of the common shares of Nevada Copper or the majority of its assets, the stand still provision terminates.

Proceeds from the Private Placement will be used to fund the Pre-feasibility study on Nevada Copper's 100% owned Pumpkin Hollow property in Nevada and will be used for general working capital purposes.

Mr. Giulio Bonifacio, President and CEO of Nevada Copper commented, "We are extremely pleased by this strategic investment by Capstone who has both the operating expertise and financial capabilities to assist Nevada Copper in rapidly advancing the Pumpkin Hollow Project through feasibility to production. This strategic investment by Capstone is a further endorsement of Pumpkin Hollow's robust economics and advanced stage of development."

Mr. Darren Pylot, Vice Chairman and CEO of Capstone commented, "This investment in Nevada Copper provides Capstone with exposure to a large, high grade copper project in Nevada, in one of the more mining friendly jurisdictions in the US. We are happy to be a part of this project as it progresses towards its next stage of development."

About Capstone
Capstone is a publicly traded Canadian mining company whose primary focus is to operate, expand and explore its two producing copper mines with annual production of 95-100 million pounds of copper from the 100% owned Cozamin copper-silver-zinc-lead mine located in Zacatecas State, Mexico and the 100% owned Minto copper-gold-silver mine in the Yukon, Canada. Capstone also owns the high grade Kutcho copper-zinc project located in British Columbia, Canada.

About Nevada Copper
Nevada Copper will have 45.1 million shares outstanding and is well funded with CDN$12.5 million in cash.

Nevada Copper is an emerging copper company, responsibly developing its advanced stage Pumpkin Hollow copper-gold-silver-iron property into Nevada's next copper mine. Concurrent with a resource delineation drilling program, metallurgical, geotechnical, hydrological, and environmental baseline data are being collected and processed for purposes of a Pre-Feasibility Study that will commence in November.

To date over 530 drill holes containing in excess of 223,000 meters of drilling have been incorporated into the resource database. In July 2009, Nevada Copper updated its National Instrument 43-101 compliant resource estimate. At a 0.2% copper cutoff grade, the measured and indicated copper resource is 5.6 billion pounds of copper, contained in 488 million tons grading 0.58% copper and 983 thousand ounces of gold and 34 million ounces of silver. An inferred copper resource of 3.7 billion pounds of copper is contained in 441 million tons grading 0.42% copper and 468 thousand ounces of gold and 21 million ounces of silver. Additionally, there is also an open-pit measured and indicated resource of 78 million tons of iron and inferred resource of 51 million tons of iron at a 20% cutoff.

Within these large resources is a significant high grade copper resource in the East deposits. Using a 0.75% copper cutoff grade, the measured and indicated resources contain 1.4 billion pounds of copper in 49 million tons of material grading 1.47% copper and, in addition, the inferred resource contains 496 million pounds of copper within 20 million tons grading 1.22% copper.

Additionally, there are open pit resources on the property in the West deposits. At a 0.20% cutoff the West deposits contain a Measured and Indicated resource of 306 million tons at 0.51% copper and an Inferred resource of 230 million at 0.42% copper for a total of 5 billion pounds of contained copper.

For additional information about Nevada Copper please visit our website at


Giulio T. Bonifacio, President & CEO

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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