Corporate Description / Business Model

NexGen is a British Columbia corporation with a focus on the acquisition, exploration and development of Canadian uranium projects. NexGen owns a portfolio of uranium exploration assets in the Athabasca Basin, Saskatchewan, Canada, including a 100% interest in Rook I, location of the Arrow Deposit in February 2014, the Bow discovery in March 2015, the Harpoon discovery in August 2016 and the Arrow South discovery in July 2017.

Capital Structure at June 30, 2018

• Weighted average number of common shares outstanding:
  • 343,884,155 Basic
  • 343,884,155 Diluted

Liquidity & Capital Resources

As at Aug 8, 2018 the Company has approximately $138.6 million in cash and cash equivalents and approximately $4.5 million in current liabilities. The Company’s working capital balance is approximately $134.5 million.

NexGen has no revenue-producing operations, earns only minimal interest income on cash and cash equivalents, and historically has recurring operating losses. As at June 30, 2018, the Company had an accumulated deficit of $82,490,124.

Financing History / Prior Sales/Share Issuances

January 19, 2017 ....................... Stock Options 3.30 150,000 July 22, 2018
April 22, 2017 .......................Stock Options 3.11 250,000 April 22, 2022
July 21, 2017 .......................Convertible Debentures US$2.6919 US$60 million July 22, 2022
November 13, 2017 .......................Stock Options 2.93 1,475,000 November 13, 2022
December 14, 2017 .......................Stock Options 3.39 4,325,000 December 14, 2022

January 12, 2016 ....................... Common Shares $0.45 921,204(3)
January 15, 2016 ....................... Common Shares $0.425 40,000(2)
February 2, 2016……………...... Common Shares $0.65 11,111(4)
February 10, 2016…………........ Common Shares $0.65 153,217(4)
February 11, 2016…………........ Common Shares $0.65 460,602(4)
February 12, 2016…………….... Common Shares $0.65 119,267(4)
February 17, 2016…………….... Common Shares $0.65 142,000(4)
February 18, 2016…………….... Common Shares $0.65 5,000(4)
February 19, 2016…………….... Common Shares $0.65 103,120(4)
February 19, 2016…………….... Common Shares $0.45 184,241(3)
February 23, 2016…………….... Common Shares $0.65 1,116,800(4)
February 24, 2016…………….... Common Shares $0.45 61,414(3)
February 24, 2016…………….... Common Shares $0.65 30,707(4)
February 25, 2016…………….... Common Shares $0.65 3,550(4)
February 26, 2016…………….... Common Shares $0.65 30,500(4)
February 26, 2016…………….... Common Shares $0.98 49,861(7)
February 29, 2016…………….... Common Shares $0.65 175,500(4)
March 1, 2016………………….... Common Shares $0.65 11,500(4)
March 2, 2016………………….... Common Shares $0.65 25,000(4)
March 3, 2016………………….... Common Shares $0.65 232,500(4)
March 4, 2016………………….... Common Shares $0.65 176,000(4)
March 7, 2016………………….... Common Shares $0.65 715,100(4)
March 8, 2016………………….... Common Shares $0.65 628,500(4)
March 9, 2016………………….... Common Shares $0.65 858,275(4)
March 9, 2016………………….... Common Shares $0.425 100,000(2)
March 9, 2016………………….... Common Shares $0.46 50,000(2)
March 10, 2016….……….…….... Common Shares $0.65 334,000(4)
March 11, 2016….……….…….... Common Shares $0.65 269,200(4)
March 14, 2016….……….…….... Common Shares $0.65 440,000(4)
March 15, 2016….……….…….... Common Shares $0.65 29,800(4)
March 16, 2016….……….…….... Common Shares $0.65 408,044(4)
March 17, 2016….……….…….... Common Shares $0.65 198,880(4)
March 18, 2016….……….…….... Common Shares $0.65 139,231(4)
March 21, 2016….……….…….... Common Shares $0.65 31,719(4)
March 22, 2016….……….…….... Common Shares $0.65 612,081(4)
March 23, 2016….……….…….... Common Shares $0.65 1,375,719(4)
March 24, 2016….……….…….... Common Shares $0.65 411,200(4)
March 24, 2016….……….…….... Common Shares $0.45 61,414(3)
March 24, 2016….……….…….... Common Shares $0.65 30,707(4)
March 28, 2016….……….…….... Common Shares $0.65 4,280,340(4)
April 4, 2016………..................... Common Shares $0.425 60,000(2)
May 5, 2016 ............................... Common Shares $0.40 25,000(2)
June 7, 2016 .............................. Common Shares $0.40 25,000(2)
June 8, 2016 .............................. Stock Options $2.69 250,000(1)
June 10, 2016 ............................ Common Shares $2.28 1,005,586(5)
June 23, 2016 ............................ Stock Options $2.65 5,850,000(1)
July 6, 2016................................ Common Shares $0.40 200,000(2)
July 27, 2016.............................. Common Shares $0.46 50,000(2)
July 27, 2016.............................. Common Shares $0.50 25,000(2)
July 27, 2016.............................. Common Shares $0.40 100,000(2)
August 8, 2016........................... Common Shares $0.40 300,000(2)
August 30, 2016......................... Common Shares $0.40 200,000(2)
October 12, 2016 ....................... Common Shares $0.40 200,000(2)
November 8, 2016 ..................... Stock Options $1.51 500,000(1)
November 10, 2016 ................... Common Shares $0.24 131,914(2)
November 10, 2016 ................... Common Shares $0.40 718,086(2)
November 10, 2016 ................... Common Shares $0.46 133,333(2)
November 10, 2016 ................... Common Shares $0.50 200,000(2)
November 10, 2016 ................... Common Shares $0.64 83,333(2)
November 29, 2016 ................... Common Shares $0.40 300,000(2)
December 12, 2016 ................... Common Shares $1.92 521,115(6)
December 15, 2016 ................... Stock Options $2.24 3,600,000(1)
Notes:
(1) Issued to directors, officers, consultants (including persons performing investor relations services) of the Corporation
pursuant to the Corporation’s stock option plan.
(2) Issued upon the exercise of stock options.
(3) Issued upon the exercise of compensation warrants.
(4) Issued upon the exercise of common share purchase warrants.
(5) Issued in connection with the issuance of the Debentures (3% establishment fee).
(6) Issued in connection with the Debenture interest payment.
(7) Issued in connection with exercise of the NXN Option.

March 10, 2015.......................... Common Shares $0.425 196,001(3)
April 10, 2015............................. Common Shares $0.40 200,000(2)
Common Shares $0.45 153,534(3)
April 13, 2015............................. Common Shares $0.425 76,125(3)
April 16, 2015............................. Common Shares $0.40 52,500(3)
April 17, 2015............................. Common Shares $0.40 100,000(2)
April 27, 2015............................. Common Shares $0.40 175,000(2)
Common Shares $0.45 153,534(3)
May 19, 2015 ............................. Common Shares $0.40 108,333(2)
Common Shares $0.30 33,333(2)
May 26, 2015 ............................. Common Shares $0.50 47,480,000(4)
May 27, 2015 ............................. Stock Options $0.50 4,825,000(1)
May 28, 2015 ............................. Common Shares $0.50 7,122,000(4)
July 9, 2015................................ Common Shares $0.82(6) 1,652,029(5)
July 10, 2015.............................. Common Shares $0.24 153,191(2)
August 5, 2015........................... Common Shares $0.24 58,000(2)
August 28, 2015......................... Common Shares $0.40 450,000(2)
Common Shares $0.46 50,000(2)
September 22, 2015 .................. Stock Options $0.62 750,000(1)
November 20, 2015 ................... Common Shares $0.40 100,000(2)
December 9, 2015 ..................... Common Shares $0.64 32,812,500(7)
Notes:
(1) Issued to directors, officers, consultants (including persons performing investor relations services) of the Corporation
pursuant to the Corporation’s stock option plan.
(2) Issued upon the exercise of stock options.
(3) Issued upon the exercise of compensation warrants.
(4) Issued in connection with the May Offering.
(5) Issued pursuant to the TRM Share Issuance.
(6) Price determined and agreed upon by the Corporation and TRM.
(7) Issued in connection with the December Offering.

May 23, 2014 .....................Stock Options 4,475,000 0.40 May 23, 2019
June 3, 2014 .....................Stock Options 750,000 0.40 June 3, 2019
December 24, 2014..................... Stock Options 5,300,000 0.46 December 24, 2019
March 26, 2014(1) .....................Share Purchase Warrants(1) 12,822,500(1) 0.65 March 26, 2016
March 26, 2014 .....................Compensation Warrants 1,535,340 0.45 March 26, 2016
March 26, 2014.....................Compensation Warrants 767,670 0.65 March 26, 2016
Feb 21, 2014 .....................Share Purchase Warrants 5,714,286 0.50 May 31, 2017
(1) Warrants comprising part of units issued to subscribers under NexGen's March 2014 bought-deal financing. These Warrants are listed for trading on the TSXV

June 4, 2012, ..................... Common Shares 3,000,000 at $0.10 per share

Termination & Change of Control Payments

The estimated incremental payments (excluding the Final Wages) payable by the Corporation to each Named Executive Officer upon termination without cause or related to a change of control, assuming the triggering event occurred on December 31, 2017, are as follows.

• Leigh Curyer (1), President & Chief Executive Officer
  • Termination Without Cause: $2,201,400
  • Change of Control: $4,402,800
• Bruce Sprague (2), Chief Financial Officer
  • Termination Without Cause: $212,500,
  • Change of Control: $850,000

Notes:

• Mr. Curyer holds an aggregate of 8,800,000 stock options, having an aggregate in-the-money value, as of December 31, 2017, of $15,498,000.
• Mr. Sprague holds an aggregate of 1,000,000 stock options, having an aggregate in-the-money value, as of December 31, 2017, of $280,000.

Source: Management information circular filed on SEDAR May 2, 2018

Directors & Management

name	title
Thiele, Trevor John	Director
McPherson, Travis G	VP Corporate Development
SPRAGUE, BRUCE	CFO
McFadden, Christopher Walter	Director
Gilman, Warren Philip	Director
Curyer, Leigh Robert	CEO, and Director
Hatley, James	Senior VP of Project Development
Boisjoli, Troy	VP of Operations and Project Development
Parry, Craig Andrew	Director, and Technical Committee Member
Patricio, Richard J	Director, (CEO of Mega Uranium Ltd.)