NationTalk: VANCOUVER, British Columbia – Flying Nickel Mining Corp. (TSX-V: FLYN; OTCQB: FLYNF) (“Flying Nickel”) and Norway House Cree Nation (“NHCN”) are pleased to announce that they have entered into a binding letter of intent dated July 21, 2024 (the “Agreement”) pursuant to which Flying Nickel proposes to sell its Minago Nickel project and its related assets and undertaking located in the Thompson Nickel Belt of Manitoba, Canada (the “Minago Assets”) to NHCN (the “Proposed Transaction”).
In consideration for the Minago Assets, at the closing of the Proposed Transaction, NHCN shall surrender all of the common shares in the capital of Flying Nickel (“Flying Nickel Shares”) held by NHCN immediately prior to closing of the Proposed Transaction. Total consideration will either be payment of (i) $7.3 million in cash and surrender of 31,015,206 (35.2%) of Flying Nickel Shares, or (ii) $8 million in cash and surrender of 17,561,862 (19.9%) of Flying Nickel Shares.
Blackstone, Sparta and NHCN (the “Shareholders”) will support Flying Nickel’s management at the annual general and special meeting of Flying Nickel currently scheduled to take place on July 23, 2024 (the “July 23 Meeting”), including voting in favor of the proposed plan of arrangement pursuant to which Flying Nickel would acquire all of the issued and outstanding common shares of Nevada Vanadium Mining Corp. (the “NV Merger”), and the four board nominees proposed by Flying Nickel (the “Flying Nickel Slate”). The alternative slate of directors proposed by the Shareholders has been withdrawn.
Norway House Cree Nations currently holds 17,561,862 (19.9%) Flying Nickel Shares, and collectively Blackstone Minerals Limited (“Blackstone”) and Sparta AG (“Sparta”) hold 13,453,344 (15.3%) Flying Nickel Shares.
The Shareholders acknowledge that some shareholders of Flying Nickel may have submitted a form of proxy or voting information form naming “Michael Ly” or “Jamie Kagan” (the “Proxyholders”) with the intention to cast their shares based on the Shareholders’ press release dated June 27, 2024. The Proxyholders have the discretion to cast those votes as they deem fit, and have determined that any shares represented by form of proxy or voting information form submitted that named the Proxyholders, other than forms of proxy and voting information forms submitted by the Shareholders, will not be voted at the July 23 Meeting.
Flying Nickel has agreed to waive the proxy voting deadline and receive completed proxies at any time prior to 10:00 a.m. on July 23, 2024.
Information Regarding the Proposed Transaction
Pursuant to the Agreement, Flying Nickel and NHCN have agreed to use commercially reasonable efforts to negotiate a definite transaction agreement in respect of the Proposed Transaction by August 20, 2024 (the “Definitive Agreement”). At present and assuming execution of the Definitive Agreement, the Proposed Transaction is expected to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will be subject to the approval of the shareholders of Flying Nickel, the TSX Venture Exchange (the “TSXV”) and the Supreme Court of British Columbia. The Agreement is subject to termination in certain instances, including if NHCN is not satisfied with their due diligence investigations.
The Proposed Transaction will be subject to approval at a special meeting of Flying Nickel shareholders to be held at a date and location to be determined (the “Flying Nickel Meeting”) by at least a majority of the votes cast on the resolution to approve the Proposed Transaction by the minority Flying Nickel shareholders present in person or represented by proxy and entitled to vote at the Flying Nickel Meeting. The minority shareholders are defined by securities legislation and, among others, is expected to exclude NHCN.
All of NHCN’s shares will be excluded from voting on the Proposed Transaction. Blackstone and Sparta have executed voting support agreements in connection with the Proposed Transaction. It is expected that each of Oracle Commodity Holding Corp. and the directors and officers of Flying Nickel (together, the “Supporting Shareholders”), which currently own approximately 11.0% of the issued and outstanding Flying Nickel Shares on a non-diluted basis will execute voting support agreements in connection with the Proposed Transaction. The Supporting Shareholders are expected to own approximately 31.9% of the issued and outstanding Flying Nickel Shares on a non-diluted basis following the completion of the NV Merger.
Completion of the Proposed Transaction will be subject to customary conditions as set out in the Definitive Agreement, including the board of directors of Flying Nickel obtaining a customary fairness opinion in respect of the Proposed Transaction and receipt of all necessary court and regulatory approvals. The Definitive Agreement shall include customary representations and warranties of each party.
Full details of the Proposed Transaction will be included in the meeting materials with respect to the Flying Nickel Meeting.
No finder’s fee is expected to be paid by either Flying Nickel or NHCN to any party in connection with the Proposed Transaction.
Related Party Transaction
The Proposed Transaction is expected to constitute a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and is not expected to constitute an Arm’s Length Transaction as defined in the policies of the TSXV for Flying Nickel, due to the shareholding of NHCN as described herein. Flying Nickel is exempt from the formal valuation requirement pursuant to section 4.4(a) of MI 61-101 as an issuer not listed on a specified market.
Early Warning Report Matters
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 Jamie Kagan at jk@tdslaw.com.
About Flying Nickel Mining Corp.
Flying Nickel Mining Corp. is a premier nickel sulphide mining and exploration company. Flying Nickel is advancing its 100% owned Minago Nickel project in the Thompson nickel belt in Manitoba, Canada.
Further information on Flying Nickel can be found at www.flynickel.com.
ABOUT NHCN
Norway House Cree Nation is a dynamic First Nation community in northern Manitoba, with 8,700 members and significant population growth. Strategically located, 800 Km north of Winnipeg at the top of Lake Winnipeg, NHCN serves as an economic hub for neighbouring communities. It has a progressive Leadership that is focused on education, economic development and employment. It has been working with the Province of Manitoba and other First Nations to move the Minago Project forward.
FOR FURTHER INFORMATION PLEASE CONTACT:
FLYING NICKEL MINING CORP.
ON BEHALF OF THE BOARD
John Lee
Chief Executive Officer
For more information about Flying Nickel, please contact:
Suite 1610 – 409 Granville Street
Vancouver, BC V6C 1T2
Phone: 1.877.664.2535 / 1.877.6NICKEL
Email: info@flynickel.com
Norway House Cree Nation
P.O. Box 250, Norway House
Manitoba, R0B 1B0
Telephone: (204) 934-2309
Attention: Jamie Kagan
Email: jk@tdslaw.com