NorthWest Copper Corp. ("
NorthWest" or the
"
Company") (TSXV:NWST) (OTCQX: NWCCF) today
announced that it has filed an application with the British
Columbia Securities Commission alleging certain failures of Grant
Sawiak, John Kimmel and Tony Ianno (the “
Activist
Group”) to make disclosures required by securities laws.
The Company believes that the Activist Group is acting to serve its
own best interests at the cost of all other shareholders and poses
a threat to the value of shareholders’ investment in NorthWest.
NorthWest is guided by a capable Board of
Directors (the “Board”) with a successful track record. Over the
last 12 months, the Company has refreshed both the Board and
management team to guide the Company’s future growth potential. A
new Interim CEO and VP – Exploration has been appointed to
accelerate operational efforts. Despite the unnecessary cost of
this proxy fight, NorthWest’s focus remains on its core business
and day-to-day operations.
Application Against Activist
GroupThe application alleges, among other things, that the
Activist Group failed to properly disclose joint actor status in
connection with this year’s Annual General Meeting of Shareholders
(the “Meeting”). Instead of complying with the
early warning reporting regime, the Company believes that the
Activist Group have decided that Mr. Sawiak will serve as the
public face of their efforts to replace the Company’s board, in
order to conceal the identities of the rest of the Activist
Group.
Most notably, the Company believes that Tony
Ianno is part of the Activist Group. Mr. Ianno has a history of
securities law violations and previously admitted to conduct
contrary to the public interest. As a consequence of the Activist
Group’s lack of disclosure, neither shareholders nor the market
have the information they are entitled to have regarding the
Activist Group’s relationships and intentions.
When confronted with the Company’s belief that
Mr. Sawiak is acting jointly with Mr. Kimmel and Mr. Ianno, Mr.
Sawiak has refused to either confirm or deny the Company’s
allegations, but recently admitted that Mr. Kimmel is funding his
efforts to replace the Company’s board.
Any failure to disclose joint actor
relationships deprives shareholders of information required to make
the right decision about their investment. Shareholders are
entitled to know who is behind efforts to install a new slate of
directors.
The credentials, or lack thereof, of the
Activist Group’s nominees are detailed in the Company’s Management
Information Circular (the “Circular”) and showcase the risk they
pose to NorthWest. The Activist Group has confirmed that it intends
to use Company funds to reimburse themselves for this costly
campaign. This could derail the Company’s focus on exploring and
enhancing the value of our large portfolio of projects in BC,
including Kwanika-Stardust, Lorraine and East Niv, and may also
impact the confidence and trust the Company continues to build with
First Nations to conduct our work in an environmentally and
culturally respectful manner. The actions of the Activist Group is
impacting the Company’s ability to raise funds and build value for
our shareholders and local communities, - NorthWest has already
deferred part of a planned 2023 field exploration program, and will
likely be required to defer the whole planned program.
Shareholders who are rightly concerned about
their investment in NorthWest and are looking for a complete
explanation are urged to carefully review the Company’s Letter to
Shareholders and Circular, which can be found on
www.ProtectNWST.com as well as on SEDAR+ (www.sedarplus.ca) and on
the Company's website (www.northwestcopper.ca). Shareholders will
receive these materials by mail, along with a BLUE form of proxy or
voting instruction form (“VIF”).
The proxy voting deadline is 10:00 a.m.
(Vancouver time) on September 15, 2023 or, if the Meeting is
adjourned or postponed, 48 hours (excluding Saturdays, Sundays or
statutory holidays in British Columbia) prior to the time and date
to which the Meeting is adjourned or postponed. The Meeting is
scheduled for September 19, 2023 at the offices of Cassels, Brock
& Blackwell LLP, Suite 2200, HSBC Building, 885 West Georgia
Street, Vancouver, BC, V6C 3E8.
Vote to Protect Your
Investment.
The future of NorthWest is at stake. As an
owner, you have a chance to take control and have your say about
the direction of your investment. Even if you have never voted
before and no matter how many shares you own, becoming a voter is
fast and easy. Here’s how:
- To vote FOR, vote
the BLUE proxy. Follow the instructions on
the BLUE proxy or VIF.
- Vote online:
- Registered shareholders:
https://login.odysseytrust.com/pxlogin
- Non-registered shareholders:
www.proxyvote.com
Don’t wait! Take Action
Now!
Vote ONLY on the
BLUE proxy and Protect Your Investment
Today.
NorthWest shareholders can contact Kingsdale
Advisors by calling 1-888-518-1565 (toll-free in North America),
calling or texting 1-647-251-9704 (collect call outside North
America) or by email at contactus@kingsdaleadvisors.com for more
information. To keep current with and obtain information about
voting your shares, please visit www.ProtectNWST.com.
We encourage you to read our Circular published
today. The Circular outlines reasons why you should support
our refreshed Board and our team’s strategy for growth at
NorthWest.
Sincerely,
“Terry
Lyons” |
“David
Moore” |
|
|
Terry Lyons |
David Moore |
Chair |
Interim President and CEO |
NorthWest Copper Corp. |
NorthWest Copper Corp. |
For further information, please
contact:
Investor contact:Peter Lekich, Director Investor
RelationsTel: 604-683-7790 ext. 232Email:
plekich@northwestcopper.ca
Media contact:Longview Communications and Public
AffairsAlan Bayless: (604) 417-9645; abayless@longviewcomms.ca Joel
Shaffer: (416) 649-8006; jshaffer@longviewcomms.ca
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary Statement Regarding
Forward-Looking Information
This news release contains certain
forward-looking statements, including, but not limited to,
statements with respect to: the Company’s complaint to the British
Columbia Securities Commission; the plans and intentions of the
Activist Group, including with respect to expense reimbursement,
the Meeting, and the potential impact of the Activist Group on the
Company and its future plans. Wherever possible, words such as
“may”, “will”, “should”, “could”, “expect”, “plan”, “intend”,
“anticipate”, “believe”, “estimate”, “predict” or “potential” or
the negative or other variations of these words, or similar words
or phrases, have been used to identify these forward-looking
statements. These statements reflect management’s current beliefs
and are based on information currently available to management as
at the date hereof.
Forward-looking information involves known and
unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those
anticipated in such forward-looking information, including the
risks, uncertainties and other factors identified in NorthWest’s
periodic filings with Canadian securities regulators.
Forward-looking information are subject to business and economic
risks and uncertainties and other factors that could cause actual
results of operations to differ materially from those contained in
the forward-looking information. Important factors that could cause
actual results to differ materially from NorthWest’s expectations
include risks associated with the business of NorthWest; risks
related to a change in the current Board or management of the
Company; risks related to reliance on technical information
provided by NorthWest; risks related to exploration and potential
development of the Company’s mineral properties; business and
economic conditions in the mining industry generally; fluctuations
in commodity prices and currency exchange rates; uncertainties
relating to interpretation of drill results and the geology,
continuity and grade of mineral deposits; the need for cooperation
of government agencies and First Nation groups in the exploration
and development of properties and the issuance of required permits;
the need to obtain additional financing to develop properties and
uncertainty as to the availability and terms of future financing;
the possibility of delay in exploration or development programs and
uncertainty of meeting anticipated program milestones; uncertainty
as to timely availability of permits and other governmental
approvals; and other risk factors as detailed from time to time and
additional risks identified in NorthWest’s filings with Canadian
securities regulators on SEDAR+ in Canada (available at
www.sedarplus.ca). Forward-looking information is based on
estimates and opinions of management at the date the information
are made. NorthWest does not undertake any obligation to update
forward-looking information except as required by applicable
securities laws. Investors should not place undue reliance on
forward-looking information.
Northwest Copper (TSXV:NWST)
Historical Stock Chart
From Oct 2024 to Nov 2024
Northwest Copper (TSXV:NWST)
Historical Stock Chart
From Nov 2023 to Nov 2024