Vancouver, British Columbia--(Newsfile Corp. - June 28, 2024) - Nevada Vanadium Mining Corp. ("Nevada Vanadium" or the "Company") announces that, further to its joint press releases with Flying Nickel Mining Corp. ("Flying Nickel") dated August 23, 2022, and October 7, 2022, the proposed acquisition of all the issued and outstanding common shares of Nevada Vanadium by Flying Nickel by way of a court-approved plan of arrangement (the "Transaction" or the "Arrangement") continues to progress. An Annual General and Special Meeting of Shareholders of both companies to vote on the Transaction has been set for July 10, 2024. Further details are available in the Joint Management Information Circular dated May 24, 2024 of Flying Nickel and Nevada Vanadium (the "Circular"), available on www.sedarplus.ca.
The Transaction was delayed primarily due to staff turnover at the end of 2022, a change in auditors during December 2022, and also a change in fiscal year end from December 31 to March 31 effective for the 15 months ended March 31, 2023.
In making its recommendations in favor of the Transaction, the Company's board of directors (the "Nevada Vanadium Board") considered a number of factors including the following:
Synergy with Nickel Business: Merging with a company in the nickel mining sector could create significant synergies. Given that both nickel and vanadium are critical elements in battery manufacturing, this merger could lead to joint research and development opportunities, shared infrastructure, reduction of operating costs, and increased operational efficiency. Additionally, the combined entity could offer a more comprehensive product portfolio for battery manufacturers.
Strong Position in the Growing Battery Market: As the demand for batteries in electric vehicles and renewable energy storage grows, the combined company would be well-positioned to become a strong player in the supply of key metals for this market. This could provide us with significant long term growth opportunities.
Increased Bargaining Power: A larger, more diversified company might have more bargaining leverage with suppliers, customers, and service providers, leading to more favourable conditions in terms of pricing, contracts, and various commercial terms.
Shared Expertise and Resources: Flying Nickel would bring its expertise and resources in the mining sector, which Nevada Vanadium could utilize to improve its operations, increase efficiency, and reduce costs. This could also lead to innovations and improvements in the future mining processes of Nevada Vanadium.
Risk Diversification: By merging with Flying Nickel, Nevada Vanadium would be diversifying its operations into the nickel market, which could potentially help to mitigate the risks associated with any fluctuations or downturns in the vanadium market.
Improved Investor Attractiveness: The combined entity would likely be more attractive to investors due to its increased size, diversified operations, and greater growth prospects. This could lead to better access to capital markets, potentially facilitating future expansion or development plans.
Providing Nevada Vanadium Shareholders with Greater Liquidity: Shares of Flying Nickel are listed on the TSX-V and are expected to be significantly more liquid securities than Nevada Vanadium shares, which are not currently listed on a stock exchange. The Arrangement will provide Nevada Vanadium shareholders with the opportunity to hold shares in a company with greater share liquidity. The Arrangement will also provide Nevada Vanadium shareholders with the opportunity to hold shares in a company with improved ability to obtain financing and a broader institutional following than currently enjoyed by Nevada Vanadium.
Fairness Opinion: The Nevada Vanadium Board received the Evans & Evans Fairness Opinion dated as of October 6, 2022, which concluded as at the date thereof and subject to the assumptions, limitations and qualifications contained therein, that the Arrangement consideration to be received by the Nevada Vanadium shareholders pursuant to the Arrangement is fair from a financial point of view to the Nevada Vanadium shareholders.
Increased Ability to Advance the Nevada Vanadium Assets: The Arrangement will provide Nevada Vanadium shareholders with access to Flying Nickel's development, production, marketing and capital raising expertise to enhance and further the advancement of the Gibellini Vanadium Project, which is expected to generate enhanced exploration upside for the combined assets, and provide availability of financing for project advancement.
Cost Synergies: Public company administrative costs, and other corporate costs, are expected to be reduced for the combined company because of there only being one public company resulting from the Arrangement.
Despite the time that has lapsed from the date of the Evans & Evans Fairness Opinion, the Company considered, but did not proceed with requesting for an update to the Evans & Evans Fairness Opinion as it was only one of many factors considered in the Nevada Vanadium Board's recommendations.
The Company retained Bayer Law Corporation ("Bayer Law") as its independent legal advisor for purposes of the Transaction. Bayer Law actively advised on the Transaction leading up to the signing of the Arrangement in October 2022. Bayer Law stayed on the file till early 2023, subsequently the Company appointed a Chief Legal Officer as inhouse counsel to proceed with final preparations of the Transaction. MLT Aikins LLP is assisting the Company with certain legal matters, such as the court process for the Arrangement.
Under the terms of the Transaction, Nevada Vanadium shareholders will receive one (1) (the "Exchange Ratio") Flying Nickel common share for each Nevada Vanadium share held immediately prior to the effective time of the Transaction. Despite Flying Nickel's change in share price since October 2022, the Exchange Ratio remains the same as it is based on the intrinsic value of the underlying assets.
About Nevada Vanadium Mining Corp.
Nevada Vanadium Mining Corp. is a reporting issuer in Canada, holding a 100% interest in the Gibellini vanadium project in Nevada, United States.
To find out more about Nevada Vanadium, visit www.nevadavanadium.com.
NEVADA VANADIUM MINING CORP.
ON BEHALF OF THE BOARD
"Ron Espell"
CEO
For more information about Nevada Vanadium, please contact Investor Relations: info@nevadavanadium.com
This news release is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements. This news release is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including any benefits that may be derived by the Company or its shareholders from the Transaction, the successful completion of the Transaction as expected, or at all, the receipt of shareholder, stock exchange, regulatory, court and other required approvals in respect of the Transaction, as well as statements which may contain words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management's expectations regarding the Company's future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.
Forward-looking statements involve significant risks and uncertainties, and should not be read as guarantees of future performance, events or results, and may not be indicative of whether such events or results will actually be achieved. A number of risks and other factors could cause actual results to differ materially from expected results discussed in the forward-looking statements, including but not limited to: changes in business plans; ability to secure sufficient financing to advance the Company's and Flying Nickel's project; inability to obtain the requisite shareholder, stock exchange, regulatory, court and other required approvals in respect of the Transaction; the inability of the Company and Flying Nickel to complete the requisite conditions precedent to the Transaction, the risks and uncertainties outlined in the Circular; and general market, industry and economic conditions. See the Circular for a discussion of the Transaction and further associated risks. Additional risk factors are set out in the Company's latest annual and interim management discussion and analysis, available on SEDAR+ at www.sedarplus.ca.
Forward-looking statements are based on reasonable assumptions by management as of the date of this news release, and there can be no assurance that actual results will be consistent with any forward-looking statements included herein. Readers are cautioned that all forward looking statements in this news release are made as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking statements in this news release to reflect circumstances or events that occur after the date of this news release, except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/214953
SOURCE: Nevada Vanadium Mining Corp.
