Victory Nickel Acquires Common Shares of Independent Nickel and Extends Offer
07 October 2008 - 12:19PM
Marketwired Canada
Victory Nickel Inc. ("Victory Nickel" or the
"Company")(TSX:NI)(www.victorynickel.ca) announced today that it has waived the
minimum tender condition of its offer (the "Offer") to acquire all of the
outstanding common shares (the "Independent Shares") of Independent Nickel Corp.
("Independent")(TSX:INI) on the basis of 1.1 of a Victory Nickel share for each
Independent Share, pursuant to its offer to purchase and takeover bid circular
dated August 19, 2008, as amended by its notice of variation and extension dated
September 2, 2008 and by its notice of extension dated September 24, 2008.
Victory Nickel has taken-up and paid for 46,741,434 Independent Shares, being
all of the Independent Shares tendered pursuant to the Offer as at 6:00 p.m.
(Toronto time) on October 6, 2008 (the "Expiry Time").
As a result of the take-up of the Independent Shares deposited to the Offer,
Victory Nickel has ownership and control over 46,741,434 Independent Shares,
representing approximately 77% of the 60,613,738 issued and outstanding
Independent Shares.
Victory Nickel acquired ownership and control over 77% of the issued and
outstanding Independent Shares by the issuance of an aggregate of 51,415,577
Victory Nickel shares ("Victory Nickel Shares"). As of the date hereof, the
closing trading price of the Victory Nickel Shares on the Toronto Stock Exchange
(the "TSX"), as reported by the TSX, was $0.105 per Victory Nickel Share.
Victory Nickel also announced that it has extended the Offer to 6:00 p.m.
(Toronto time) on October 17, 2008, to allow any Independent shareholders who
have not yet tendered their Independent Shares sufficient time to do so. A
Notice of Extension relating to the extension of the Offer has been filed on
SEDAR and will be mailed to Independent shareholders in the coming days.
Victory Nickel intends to acquire all of the Independent Shares not acquired by
the Expiry Time pursuant to a Compulsory Acquisition, if available, or pursuant
to a Subsequent Acquisition Transaction, if available.
About Victory Nickel
Victory Nickel Inc. is a Canadian company with three sulphide nickel deposits
containing significant 43-101-compliant nickel resources. Victory Nickel is
focused on becoming a mid-tier nickel producer by developing its existing
properties, Minago and Mel in Manitoba, and Lac Rocher in northwestern Quebec,
and by evaluating opportunities to expand its nickel asset base.
For further information, please visit our website at www.victorynickel.ca.
For shareholders with questions on tendering please call the Information Agent
Kingsdale Shareholder Services Inc.
North American Toll Free Number: 1-800-775-3159
Overseas: 1-416-867-2272
E-Mail: contactus@kingsdaleshareholder.com
Website: www.kingsdaleshareholder.com
FORWARD-LOOKING STATEMENTS: This news release and the Offer Documents and the
material incorporated by reference therein contain certain "forward-looking
statements." All statements, other than statements of historical fact, that
address activities, events or developments that Victory Nickel believes, expects
or anticipates will or may occur in the future are forward-looking statements.
Forward-looking statements are often, but not always, identified by the use of
words such as "seek," "anticipate," "believe," "plan," "estimate," "expect," and
"intend" and statements that an event or result "may," "will," "can," "should,"
"could," or "might" occur or be achieved and other similar expressions. These
forward-looking statements reflect the current expectations or beliefs of
Victory Nickel based on information currently available to Victory Nickel.
Forward-looking statements are subject to a number of risks and uncertainties
that may cause the actual results of Victory Nickel to differ materially from
those discussed in the forward-looking statements, and even if such actual
results are realized or substantially realized, there can be no assurance that
they will have the expected consequences to, or effects on Victory Nickel.
Factors that could cause actual results or events to differ materially from
current expectations include, among other things, failure to successfully
complete the Offer, financings, capital and other costs varying significantly
from estimates, production rates varying from estimates, changes in world
copper, nickel and/or gold markets, changes in equity markets, uncertainties
relating to the availability and costs of financing needed in the future,
equipment failure, unexpected geological conditions, imprecision in resource
estimates, success of future development initiatives, competition, operating
performance of facilities, environmental and safety risks, delays in obtaining
or failure to obtain necessary permits and approvals from government
authorities, and other development and operating risks. Any forward-looking
statement speaks only as of the date on which it is made and, except as may be
required by applicable securities laws, Victory Nickel disclaims any intent or
obligation to update any forward-looking statement, whether as a result of new
information, future events or results or otherwise. Although Victory Nickel
believes that the assumptions inherent in the forward-looking statements are
reasonable, forward-looking statements are not guarantees of future performance
and accordingly undue reliance should not be put on such statements due to the
inherent uncertainty therein. Because of the risks, uncertainties and
assumptions inherent in forward-looking information, prospective investors,
including holders of Independent Nickel Shares, in Victory Nickel's securities
should not place undue reliance on forward-looking information.
This offer is being made for the securities of a Canadian issuer and by a
Canadian issuer that is permitted to prepare the offer and circular in
accordance with the disclosure requirements of Canada. U.S. shareholders should
be aware that such requirements are different from those of the United States.
The financial statements to be included or incorporated by reference in the
Offer Documents will be prepared in accordance with Canadian generally accepted
accounting principles, and may be subject to Canadian auditing and auditor
independence standards, and thus may not be comparable to financial statements
of United States companies.
The enforcement by shareholders of civil liabilities under the United States
federal securities laws may be affected adversely by the fact that Victory
Nickel is incorporated under the laws of Ontario, Canada, that some or all of
its officers and directors may be residents of jurisdictions outside the United
States, that some or all of the experts named in the Offer Documents may be
residents of jurisdictions outside the United States and that all or a
substantial portion of the assets of Victory Nickel and said persons may be
located outside the United States.
U.S. Shareholders should be aware Victory Nickel may purchase securities
otherwise than under the Offer, such as in the open market or in privately
negotiated purchases.