NexGen Energy : Prospectus

NexGen Energy (Canada) Ltd.

ARBN 649 325 128

A foreign company registered in its original jurisdiction of British Columbia, Canada as NexGen

Energy Ltd.

Prospectus

For an offer of 400,000 CHESS Depositary Interests in NexGen at an issue price of A$5.60

each to raise A$2,240,000 (before costs)

This is an important document and requires your immediate attention. It should be read in its entirety. Please consult your professional adviser(s) if you have any questions about this document.

Investment in the CDIs offered pursuant to this Prospectus involves significant risks that should be carefully considered by prospective investors before applying for CDIs. Refer to Section 4 for a summary of the key risks associated with an investment in the CDIs.

CIRM 512303359v14 120961870

	TABLE OF CONTENTS
IMPORTANT INFORMATION	3
TIMETABLE	9
KEY OFFER DETAILS	9
1.	INVESTMENT OVERVIEW	10
2.	COMPANY OVERVIEW	23
3.	FINANCIAL INFORMATION	43
4.	RISKS	44
5.	KEY PEOPLE, INTERESTS, AND BENEFITS	56
6.	DETAILS OF THE OFFER	71
7.	MATERIAL CONTRACTS	77
8.	ADDITIONAL INFORMATION	84
9.	TECHNICAL ASSESSMENT REPORT	110
10.	TITLE OPINION	111
11.	GLOSSARY	112
CORPORATE DIRECTORY	117
Annexure A - Unaudited Consolidated Interim Financial Statements of NexGen Energy Ltd. March
	31, 2021 and 2020	118
Annexure B - Consolidated Financial Statements of NexGen Energy Ltd December 31, 2020 and
	2019	119
Annexure C - Consolidated Financial Statements of NexGen Energy Ltd. December 31, 2019 and
	2018	120
Annexure D - Compensation Discussion and Analysis	121

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IMPORTANT INFORMATION

The Offer

This Prospectus is issued by NexGen Energy (Canada) Ltd. (Australian Registered Body Number 649 325 128), a foreign company registered in its original jurisdiction of British Columbia, Canada as NexGen Energy Ltd. (British Columbia company incorporation number BC0983846) (NexGen) for the purpose of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act).

The offer contained in this Prospectus is an offer to acquire CHESS Depositary Interests (CDIs) over fully paid common shares in the capital of NexGen (Shares) (Offer). Each CDI will represent one underlying Share. The Shares offered under this Prospectus will be issued to investors in the form of CDIs so that those investors may trade the Shares on the Australian Securities Exchange (ASX) and settle the transactions through the Clearing House Electronic Subregister System (CHESS). Note that in this Prospectus, the terms "Shares" and "CDIs" may be used interchangeably, except where the context requires otherwise. Refer to Sections 6, 8.1 and 8.2 for further information.

Lodgement and Listing

This Prospectus is dated and was lodged with the Australian Securities and Investments Commission (ASIC) on 16 June 2021. NexGen will apply to ASX Limited (ABN 98 008 624 691) within seven days after the date of this Prospectus for admission of NexGen to the Official List as an ASX Foreign Exempt Listing and quotation of its CDIs on the ASX under the code "NXG" (Listing). None of ASIC, the ASX or their respective officers takes any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

Expiry Date

This Prospectus expires on the date which is 13 months after the date of this Prospectus and no CDIs will be issued on the basis of this Prospectus after that expiry date.

Not investment advice

The information in this Prospectus is not investment or financial product advice. The Offer, and the information in this Prospectus, does not take into account your investment objectives, financial situation or particular needs (including finance and tax issues) as an investor. It is important that you read this Prospectus carefully and in its entirety before deciding whether to invest in NexGen and completing and lodging an Application Form.

No person is authorised to give any information or to make any representation in connection with the Offer, which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by NexGen or any other person in connection with the Offer.

Speculative Investment

The CDIs offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the CDIs offered pursuant to this Prospectus will make a return on the capital invested, that dividends will be paid on the CDIs or that there will be an increase in the value of the CDIs in the future.

Prospective investors should carefully consider whether the CDIs offered pursuant to this Prospectus are an appropriate investment for them in light of their personal circumstances, including their financial and taxation position. Refer to Section 4 for details relating to the key risks applicable to an investment in NexGen.

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Forward looking statements

This Prospectus contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian and Australian securities legislation. Forward-looking information and statements include, but are not limited to, statements with respect to planned exploration and development activities, the future interpretation of geological information, the cost and results of exploration and development activities, future financings, the future price of uranium and requirements for additional capital. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes", or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.

Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about NexGen's business and the industry and markets in which it operates. Forward looking information and statements are made based upon numerous assumptions, including among others, that the results of planned exploration and development activities are as anticipated and on time, the price of uranium, the cost of planned exploration and development activities, there will be limited changes in any project parameters as plans continue to be refined, that financing will be available if and when needed and on reasonable terms, that third-party contractors, equipment, supplies and governmental and other approvals required to conduct NexGen's planned exploration and development activities will be available on reasonable terms and in a timely manner, that there will be no revocation of government approvals and that general business, economic, competitive, social, and political conditions will not change in a material adverse manner. Although the assumptions made by NexGen in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of NexGen to differ materially from any projections of results, performances and achievements of NexGen expressed or implied by such forward-looking information or statements, including, among others, negative operating cash flow and dependence on third-party financing, uncertainty of additional financing, price of uranium, the appeal of alternate sources of energy, exploration risks, uninsurable risks, reliance upon key management and other personnel, imprecision of mineral resource estimates, potential cost overruns on any development, changes in climate or increases in environmental regulation, aboriginal title and consultation issues, deficiencies in the NexGen's title to its properties, information security and cyber threats, failure to manage conflicts of interest, failure to obtain or maintain required permits and licenses, changes in laws, regulations and policy, competition for resources and financing, volatility in market price of the NexGen's shares, and other risk factors discussed or referred to in Section 4 of this Prospectus.

Although NexGen has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information or statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

There can be no assurance that such information or statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, investors should not place undue reliance on forward-looking information or statements. The forward-looking information and statements contained in this Prospectus are made as of the date of this Prospectus and, accordingly, are subject to change after such date. NexGen does not undertake to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

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Regulation of NexGen

As NexGen is not established in Australia, its general corporate activities (apart from offering securities in Australia) are not regulated by the Corporations Act or by ASIC, but are instead governed by the Business Corporations Act (British Columbia) (BCBCA) and other applicable Canadian laws. Refer to Sections 2 and 8.6 for further information.

NexGen's Shares are listed and posted for trading on the Toronto Stock Exchange (TSX) (TSX:NXE) and listed on the NYSE American stock exchange (NYSE American) (NYSE:NXE) (together, the Foreign Exchanges). These Foreign Exchanges are both equities markets operated by TMX Group Limited and Intercontinental Exchange, respectively. Neither TMX Group Limited nor Intercontinental Exchange has examined or approved the contents of this document.

Foreign jurisdictions

This Prospectus does not constitute an offer or invitation to apply for CDIs in any place in which, or to any person to whom, it would be unlawful to make such offer or invitation. No action has been taken to register or qualify the CDIs or the Offer, or to otherwise permit a public offering of the CDIs, in any jurisdiction outside Australia.

The distribution of this Prospectus (including in electronic form) outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

United States

This Prospectus may not be distributed to, or relied upon by, persons in the United States. The CDIs have not been, and will not be, registered under the United States Securities Act of 1933, as amended (US Securities Act), or the securities laws of any state of the United States, and may not be offered or sold, directly or indirectly, in the United States, except in a transaction exempt from, or not subject to, registration under the US Securities Act and applicable United States state securities laws.

Canada

This Prospectus may not be distributed to, or relied upon by, persons in Canada. This Prospectus is not, and under no circumstances is to be construed as, an advertisement or a public offering of the securities referred to in this document in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this Prospectus or the merits of the securities described and any representation to the contrary is an offence.

Exposure Period

The Corporations Act prohibits NexGen from processing applications for CDIs in the seven day period after the date of this Prospectus (Exposure Period). ASIC may extend this period by up to a further seven days (i.e., up to a total of 14 days). The purpose of the Exposure Period is to enable the Prospectus to be examined by market participants prior to the raising of the funds. The examination may result in the identification of certain deficiencies in this Prospectus in which case any application may need to be dealt with in accordance with section 724 of the Corporations Act. Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be given to applications received during the Exposure Period.

Prospectus and Application Form

This Prospectus will generally be made available in electronic form by being posted on NexGen's website at www.nexgenenergy.ca. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form (free of charge) from NexGen's registered Australian office by contacting the Australian Company Secretary. Contact details for

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