Flying Nickel Mining Corp. Shareholders Express Concerns with the Nevada Vanadium Merger and current Management
The Concerned Shareholders encourage Flying Nickel shareholders to vote "against" the NV Merger, and "withhold" the Flying
The Concerned Shareholders intend to propose and vote in favour of an alternate slate of four directors (the "Concerned Shareholders Nominees") to include Mr.
Flying Nickel Shareholders that would like to vote FOR the Concerned Shareholders Nominees should contact the Concerned Shareholders' proxy solicitation agent,
Chief and Council of NHCN agree with
NHCN's relationship with Flying Nickel
For over three years, NHCN has worked to establish a cooperative, respectful and mutually beneficial long-term relationship with Flying Nickel. NHCN has been integral in moving the
NHCN has supported Flying Nickel as a nation with Aboriginal rights, as an environmental steward with provincial government insight, as a proximate community with capable employees, and as a shareholder with financing. However, recent developments and strategic decisions by Flying Nickel, particularly the proposed NV Merger, have raised significant concerns for NHCN. NHCN remains singularly focussed on moving the
NV Merger Concerns
The Concerned Shareholders do not support the NV Merger for the following reasons:
1. Negative impact on job creation and economic prosperity
NHCN has an Impact and Benefit Agreement ("IBA") with Flying Nickel, which is crucial for fostering economic opportunities and job creation within NHCN. The nation is deeply concerned that if the NV Merger is approved, management of Flying Nickel will continue to be distracted from progressing the
2. Driver behind the NV Merger is liquidity for Nevada Vanadium Shareholders
The primary driver behind the NV Merger appears to be the liquidity benefits for Nevada Vanadium shareholders, rather than the strategic or financial benefits for Flying Nickel and its shareholders.
Contrary to Flying Nickel's assertions, the Concerned Shareholders believe that the NV Merger will not enhance trading liquidity. Nevada Vanadium and Flying Nickel were each spun out from Silver Elephant Mining Corp. on
As of
There are many common shareholders, directors and officers amongst Flying Nickel, Nevada Vanadium, Silver Elephant Mining Corp. and
3. Flying Nickel's ability to move the Nevada Vanadium mine forward
The Concerned Shareholders believe that if the NV Merger is approved, Flying Nickel will be spread too thin across two early-stage assets. The reality is that the Flying Nickel shareholders are, and have been, disappointed with the lack of progress with the
4. Fairness opinions on the NV Merger are outdated
The fairness opinions supporting the NV Merger are as of
5. Shareholder Value Decline and Shareholder Dilution
The day before the NV Merger was first announced, FN Shares closed at
6. Irregular Behaviour and NV Merger Terms
It has taken the Flying Nickel management team 20 months to bring the NV Merger to Flying Nickel shareholders, an unprecedented period of time that has inhibited Flying Nickel's management from meaningfully considering alternative transactions. This is in part due to an off-market break fee of
Flying Nickel Slate Concerns
The Concerned Shareholders do not support the Flying
1. Mismanagement of Flying Nickel
Flying Nickel's troubled history with the
Between
2. Incomplete disclosure by Flying Nickel
Flying Nickel has failed to provide comprehensive and accurate disclosure to its shareholders, thereby preventing them from making fully informed decisions. The incomplete information about Flying Nickel's operations and financial status is unacceptable and undermines shareholder trust, particularly NHCN's.
Concerned Shareholders Nominees
|
Principal Occupation for the Five Preceding Years |
Number of FN Shares Beneficially Owned, or Controlled or Directed, Directly or Indirectly |
|
Managing Partner, Duboff Edwards Schachter Law Corp. |
Nil |
|
Mining Executive, Projects and Mergers & Acquisitions,
Senior Study Manager GR Engineering Services |
Nil |
Rhett Brans
|
Mining Executive / Non Executive Director, Project Development, Various ASX mining companies |
Nil |
|
Managing Director & CEO, |
Nil |
Concerned Shareholders Nominees - Biographies
Rhett Brans (Independent Non-Executive Director)
Rhett Brans is an experienced director and civil engineer with over 50 years' experience in project developments. He is currently a Non-Executive Director of Carnavale Resources Ltd and AVZ Minerals Ltd. Previously, Mr. Brans was a founding director of Perseus Mining Limited and served on the boards of Australian Potash, Syrah Resources Limited,
Throughout his career, Mr. Brans has been involved in the management of feasibility studies and the design and construction of mineral treatment plants across a range of commodities and geographies including gold in
Boards of Other Reporting Issuers on Which the Concerned Shareholders Nominees Serve
Concerned Shareholders Nominee |
Boards of Other Reporting Issuers on Which the Concerned Shareholders Nominee Serves |
|
N/A |
|
Corazon Mining Limited (ASX:CZN) |
Rhett Brans |
Carnavale Resources Ltd (ASX:CAV) AVZ Minerals Ltd. (ASX:AVZ) |
|
Blackstone Minerals Ltd (ASX:BSX) Leeuwin Metals Ltd (ASX:LM1) |
Based on information provided to the Concerned Shareholders by each respective Concerned Shareholders Nominee, all of the nominees are independent of Flying Nickel.
Based on information provided to the Concerned Shareholders by each respective Concerned Shareholders Nominee, none of the Concerned Shareholders Nominees: (a) is, at the date hereof, or has been within the previous 10 years, a director, chief executive officer or chief financial officer of any company (including Flying Nickel) that (i) was subject to an a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (each, an "order") that was issued while such Concerned Shareholders Nominee was acting in the capacity as director, chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after such Concerned Shareholders Nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while such Concerned Shareholders Nominee was acting in the capacity as director, chief executive officer or chief financial officer; (b) is, at the date hereof, or has been within the previous 10 years, a director or executive officer of any company (including Flying Nickel) that, while such Concerned Shareholders Nominee was acting in that capacity, or within a year of such Concerned Shareholders Nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (c) has within the previous 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such Concerned Shareholders Nominee.
Based on information provided to the Concerned Shareholders by each respective Concerned Shareholders Nominee, none of the Concerned Shareholders Nominees has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a Concerned Shareholder Nominee. Based on information provided to the Concerned Shareholders by each respective Concerned Shareholders Nominee, none of the Concerned Shareholders Nominees or their respective associates or affiliates has: (a) any material interest, direct or indirect, in any transaction since the commencement of Flying Nickel's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect Flying Nickel or any of its subsidiaries; or (b) any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting, other than the removal of certain incumbent directors and the election of directors to fill the vacancies created by such removals.
How to Vote AGAINST the NV Merger and FOR the Concerned Shareholders Nominees
You can vote for the Concerned Shareholders Nominees using the form of proxy or voting instruction form that you received from Flying Nickel with your materials for the Meeting by:
- inserting the name "
Michael Ly " or "Jamie Kagan " (the Concerned Shareholders' Representatives) as your proxyholder in the appointee line on the reverse side of the proxy form or voting instruction form; and - properly signing, dating and returning your form of proxy or voting instruction form by carefully following the instructions provided on your form of proxy or voting instruction form. Please do not check any boxes.
To ensure that your vote is received please vote well in advance of the proxy vote deadline on 10:30 a.m. (Pacific Standard Time) on
Flying Nickel Shareholders that would like to vote "FOR" the Concerned Shareholders Nominees should contact the Concerned Shareholders' proxy solicitation agent,
If you appoint the
-
FOR
the Number of Directors (to be fixed at four).
-
WITHOLD
the Election of the Flying
Nickel Slate – FOR the election of the Concerned Shareholders Nominees. -
FOR
the Appointment of Auditors.
-
FOR
the Incentive Plan.
-
AGAINST
the Arrangement Resolution.
- AGAINST the Name Change Resolution.
Even if you have already voted for nominees on the Flying
Information in Support of Public Broadcast Solicitation
The following information is provided in accordance with Canadian corporate and securities laws applicable to public broadcast solicitations. The Concerned Shareholders are relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") to make this public broadcast solicitation.
This solicitation is being made by the Concerned Shareholders and not by or on behalf of the management of Flying Nickel. The head and registered office address of Flying Nickel is Suite 1610 – 409 Granville Street
The Concerned Shareholders may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. All costs incurred for the solicitation will be borne by the Concerned Shareholders.
The Concerned Shareholders have retained the services of
A Flying Nickel shareholder who has given a proxy has the power to revoke it. If a Flying Nickel shareholder who has given a proxy attends the Meeting at which the proxy is to be voted, such Flying Nickel shareholder, may revoke the proxy and vote at the Meeting. In addition to revocation in any other manner permitted by law, a proxy may be revoked by an instrument in writing signed by the Flying Nickel shareholder or his or her attorney authorized in writing, or, if the Flying Nickel shareholder is a corporation, under its corporate seal and signed by a duly authorized officer or attorney for the corporation, and deposited at the registered office of Flying Nickel at any time up to and including the last day (other than Saturdays, Sundays and statutory holidays in the Province of
The Concerned Shareholders are shareholders of Flying Nickel. With the exception of the foregoing, to the knowledge of the Concerned Shareholders, no Concerned Shareholder nor any associates or affiliates of any Concerned Shareholder, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the NV Merger, the Flying
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under Flying Nickel's profile on SEDAR+ profile at www.sedarplus.ca containing additional information respecting the foregoing matters. To receive a copy of the report filed in respect of the above matters, please contact
ABOUT
Blackstone Minerals Limited (ASX: BSX) is a Western Australian based mining company focused on building an integrated battery metals processing business in
ABOUT SPARTA
Sparta AG is a publicly-owned investment manager based in
ABOUT NHCN
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. Forward-looking information in this press release may include, but is not limited to, statements of the Concerned Shareholders regarding (i) the Meeting, including the intention of the Concerned Shareholders to solicit proxies in connection with the Meeting, (ii) the proposed reconstitution of the Board, and (iii) matters relating to Flying Nickel, including its business, operations and financial condition. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward‐looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of the Concerned Shareholders and currently available information. Forward looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Concerned Shareholders undertake no obligation to update publicly or revise any forward looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.
|
_____________________________________________________ |
|
1
|
|
2
|
|
3
|
|
4
|
|
5 Sparta has ownership or control or direction over 6,901,500 FN Shares representing approximately 7.8% of the FN Shares. |
|
6 Based on Flying Nickel's quarterly and annual reports. |
|
7 Mr. Duboff is a current board member of Flying Nickel and is the nominee of NHCN. He is also the only Concerned Shareholders Nominee with an existing position within Flying Nickel. |
SOURCE Concerned Shareholders of