TORONTO, ON / ACCESSWIRE / August 4, 2023 / Further to his prior press releases dated May 22, 2023, June 7, 2023 and June 15, 2023, concerned shareholder Grant Sawiak (the "Concerned Shareholder") has delivered a notice to NWST (the "Notice") re-nominating his competing directors' slate for election at the upcoming September 6 annual meeting (the "Meeting") in accordance with section 14.12 of NWST's articles. Mr. Sawiak has received no outreach from the current board or management of NWST since the June 23 meeting was cancelled despite NWST indicating in its May 29, 2023 press release that one of the reasons for delaying the June meeting was for there to be an opportunity to have further discussions with the Concerned Shareholder.
Below are brief descriptions of the 6 board nominees that the Concerned Shareholder is proposing for election to unlock shareholder value in NWST (the "Nominees"). Each Nominee has consented to stand for election. The Concerned Shareholder will not contest Management's nomination of David Moore if he decides to stand for election. This information has not changed from the May 22, 2023 press release.
JOHN THEOBALD. John is a Chartered Engineer who also holds a degree in geology as well as several financial designations. He resides in London, England. During his 40+ year career he has acted in the capacities of President, CEO, Chair, COO, Operations Director, Executive Operations Manager, Business Development Manager, Senior Staff Geologist and a director of mining companies with interests in countries from South Africa to Canada to England to Australia to Belgium and the United States. Some of the companies he has been involved with range from majors such as Anglo American Corp of South Africa, Phelps Dodge, Iscor Ltd., royalty and investment company Anglo Pacific Group as well as Vancouver and Toronto based companies such as Gold Hunter Resources, Max Resource Corp. and First Coal Corp. Mr. Theobald is independent as he owns no shares of NWST nor does he have any contractual arrangements with either NWST or the Concerned Shareholder.
BRAAM JONKER. Braam is a CA/CPA who resides in Vancouver and has qualified as a chartered accountant in other jurisdictions such as England & Wales as well as South Africa. He has 30 years of extensive management, accounting and corporate finance experience across 5 continents mostly in the mining industry. He currently serves as the Lead Independent director of Mandalay Resources and CFO of Century Lithium and CoTec Holdings. Previously he was the CFO of Nevada Copper and Western Coal at the time of its take-over by Walter Energy for $3.3 billion. He has been a key management member in the strategic growth of several public companies and has raised and overseen the raising of more than $750 million in equity and debt as well as being involved in corporate transaction aggregating several billion dollars. Mr. Jonker is independent for the same reasons as Mr. Theobald.
JIM STEEL. Jim is a tri-lingual professional geoscientist with a graduate degree in management finance. He has over 35 years of experience working in exploration and production geology, portfolio management and as a buy /sell side analyst. Jim resides in Brampton, Ontario. In 1992 Jim discovered one of the world's largest copper deposits - the Ujima project in Chile. In addition to currently acting as the founder and a director of a silver exploration company in Ontario; a hyperspectral imaging accelerating exploration and discovery company and a Chilean gold company where he constructed a gravitational mill to process artisanal miner ore at better recoveries, Jim has held various senior positions in mining companies operating in Canada, USA, Chile, Argentina, Colombia, Guyana, Indonesia, Zambia, Namibia and Egypt. He is independent for the same reasons as Messrs. Theobald and Jonker.
MARYANTONNETT FLUMIAN. Maryantonnett has a career spent in the Canadian federal and provincial public service. A former Deputy Minister in the Canadian federal government as well as the President of the Institute on Governance for 10 years, she established an Indigenous Advisory Circle at the latter to do research to enable a dialogue on reframing the issues of Reconciliation. She resides in Ottawa and now spends her time primarily working with Indigenous communities across Canada. Currently she is spending her time assisting First Nations in British Columbia where she is a governance advisor to both the Musqueam First Nation and 5 other First Nations working under the auspices of the New Relationship Trust. Ms. Flumian is independent for the same reasons as Messrs. Theobald, Jonker, and Steel.
ADAM MANNA. Adam holds a J.D. and practices litigation in Toronto. Part of his practice includes representing high net worth individuals and he is often asked to sit on a board of directors to represent his clients' interests as he is doing with NWST. Prior to opening his own practice Adam was part of a small executive team for a company that had worldwide sales of approximately $200 million per annum. As part of his ongoing role he was responsible for environmental and corporate compliance and assumed lead responsibility for the negotiations and sale of the company to a NYSE listed multinational company. Adam is independent for the same reasons as Messrs. Theobald, Jonker, Steel and Ms. Flumian.
GRANT SAWIAK. Grant practiced securities law in Vancouver and Toronto. He began his career as one of the first lawyers hired by The Toronto Stock Exchange to regulate listed companies and those companies applying to list on the TSX. After leaving the TSX he became head of the securities law departments of two Canadian international firms and one Canadian regional law firm. He was also lead securities counsel for Nav Canada in the then largest privatization in Canadian history - Nav Canada's $5.5 billion acquisition of the Canadian civil air navigation system. Over his 40+ year career he represented mining clients on all 6 inhabited continents and the Canadian financial press have referred to him as a Canadian "mining veteran". Mr. Sawiak resides in North York, owns 753,165 shares of NWST but has no contractual or other arrangements with NWST.
Information in Support of Public Broadcast Solicitation
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. The Concerned Shareholder intends to rely on the exemptions contained in Section 9.2(2) and Section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations to solicit proxies from no more than 15 securityholders and by soliciting proxies by broadcast, speech or publication. The Concerned Shareholder may also choose to file a dissident information circular in due course in compliance with applicable securities laws. A copy of the Notice containing additional information on the Nominees as required by National Instrument 51-102 and Form 51-102F5 is being filed on SEDAR+ concurrently with this press release.
The information contained herein, and any solicitation made by the Concerned Shareholder in advance of the Meeting, is or will be, as applicable, made by the Concerned Shareholder and not by or on behalf of the management of NWST. All costs incurred for any solicitation will be borne by the Concerned Shareholder and by Mr. John Kimmel (the "Solicitors"), provided that, subject to applicable law, the Solicitors may seek reimbursement from NWST of the Concerned Shareholder's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Company's board of directors. The Solicitors are not soliciting proxies in connection with the annual meeting of shareholders at this time. Other than in respect of their beneficial ownership, control or direction of securities of the Corporation described above, none of the Solicitors or any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors.
The Concerned Shareholder has engaged Shorecrest Group Ltd. to act as proxy solicitor in respect of this matter and will incur expenses of up to $120K plus out of pocket expenses. The Concerned Shareholder may engage the services of one or more other agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholder. Any proxies solicited by or on behalf of the Concerned Shareholder, including by any other agent retained by the Concerned Shareholder, may be solicited in any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.
The head office of NWST is located at Suite 1900, 1055 West Hastings Street Vancouver, British Columbia V6E 2E9. A copy of this press release may be obtained on NWST's SEDAR+ profile at www.sedarplus.com.
For more information contact:
Grant Sawiak
416.917.2816
SOURCE: Grant Sawiak
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