Flying Nickel Mining Corp. Signs Letter of Agreement to Acquire Nevada Vanadium Mining Corp.
VANCOUVER, British Columbia, August 23, 2022 – Flying Nickel Mining Corp. (TSX-V: FLYN; OTCQB: FLYNF) (“Flying Nickel”) and Nevada Vanadium Mining Corp. (formerly 1324825 B.C. Ltd.) (“Nevada Vanadium”) are pleased to announce that they have entered into a non-binding letter of agreement dated August 22, 2022 (the “LOA”) pursuant to which Flying Nickel proposes to acquire all of the issued and outstanding common shares of Nevada Vanadium (the “Nevada Vanadium Shares”) by way of a court-approved plan of arrangement (the “Transaction”).
Under the terms of the Transaction, Nevada Vanadium shareholders are expected to receive one (1) (the “Exchange Ratio”) Flying Nickel common share (a “Flying Nickel Share”) for each Nevada Vanadium Share held immediately prior to the effective time of the Transaction, representing the equivalent of $0.155 per Nevada Vanadium Share, based on the closing price of Flying Nickel Shares on the TSX Venture Exchange (the “TSXV”) on August 19, 2022. All convertible securities of Nevada Vanadium outstanding immediately prior to the effective time of the Transaction are also expected to be exchanged for securities of Flying Nickel bearing substantially the same terms as the securities replaced based on the Exchange Ratio.
Currently, Flying Nickel has 62 million shares outstanding, and Nevada Vanadium has 53 million shares outstanding. Upon completion of the Transaction, the combined company (the “Resulting Issuer”) will be owned approximately 54% by Flying Nickel shareholders and 46% by Nevada Vanadium shareholders The Resulting Issuer is expected to continue to be listed on the TSXV as a mining issuer.
John Lee, Chief Executive Officer of Flying Nickel stated “The Gibellini Vanadium project is an ideal complement to Flying Nickel’s Minago Nickel project. Nickel and vanadium are both key ingredients in batteries and classified as critical metals* by U.S. Geological Survey. Minago and Gibellini are both entering into the final environmental permitting stages and are located in mining friendly districts in North America. We believe the combined company will have one-of-a-kind mineral resource base and a dominant presence in the battery metals mining space.”
* https://www.federalregister.gov/documents/2022/02/24/2022-04027/2022-final-list-of-critical-minerals
The implied equity value for Nevada Vanadium as of the date of the LOA based on the Exchange Ratio is approximately $8,485,200 based on the 20-day volume-weighted-average-price of Flying Nickel Shares on the TSXV as of close on August 19, 2022. Nevada Vanadium is a reporting issuer in each of the provinces and territories of Canada other than Quebec and the Nevada Vanadium Shares are not listed for trading on any stock exchange.
Nevada Vanadium’s Highlights:
Nevada Vanadium aims to become the first primary vanadium mine producer in the USA with its Gibellini vanadium project, a proposed open pit, heap leach project located at the Battle Mountain district in Nevada, United States.
On July 22, 2022, a Draft of Environmental Impact Statement (“EIS”) with respect to the Gibellini Vanadium project was published in the US Federal Register for a 45-day public comment period.
The following table sets forth selected financial information relating to Nevada Vanadium for the periods noted below:
|
As at and for the three months ended March 31, 2022 (Unaudited) ($) |
As at and for the fiscal year ended December 31, 2021 (Audited)(1) ($) |
|
|
Assets |
21,258,628 |
10 |
|
Liabilities |
515,293 |
104,862 |
|
Revenues |
0 |
0 |
|
Net Profit (Loss) |
(344,803) |
(104,862) |
Notes:
- Nevada Vanadium acquired ownership of its Gibellini Vanadium project pursuant to a statutory plan of arrangement completed by Silver Elephant Mining Corp. (TSX: ELEF, OTCQX: SILEF) (“Silver Elephant”) on January 14, 2022. Prior thereto, Nevada Vanadium was a wholly owned shell subsidiary of Silver Elephant.
Transaction Structure
The 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 each of Nevada Vanadium and Flying Nickel, the TSXV and the Supreme Court of British Columbia.
The issuance of shares by Flying Nickel pursuant to the Transaction (“Share Issuance”) is subject to approval at a special meeting of Flying Nickel shareholders (the “ Flying Nickel Meeting”) by: (i) at least a majority of the votes cast on the resolution to approve the Share Issuance by the Flying Nickel shareholders present in person or represented by proxy and entitled to vote at the Flying Nickel Meeting; and (ii) at least a majority of the votes cast on the resolution to approve the Share Issuance 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 the Flying Nickel Shares held by Battery Metals Royalties Corp. (“Battery Metals”).
The Transaction is subject to approval at a special meeting of Nevada Vanadium shareholders (the “Nevada Vanadium Meeting”) by: (i) at least 66 ⅔% of the votes cast on the resolution to approve the Transaction by Nevada Vanadium shareholders present in person or represented by proxy and entitled to vote at the Nevada Vanadium Meeting; and (ii) at least a majority of the votes cast on the resolution to approve the Transaction by the minority Nevada Vanadium shareholders present in person or represented by proxy and entitled to vote at the Nevada Vanadium Meeting. The minority shareholders are defined by securities legislation and, among others is expected to exclude the Nevada Vanadium Shares held by Battery Metals.
Battery Metals owns approximately 45.9% of the issued and outstanding Nevada Vanadium Shares and approximately 35.1% of the issued and outstanding Flying Nickel Shares, in each case on a non-diluted basis, and has also agreed to vote its Nevada Vanadium Shares and Flying Nickel Shares in favor of the Transaction.
Completion of the Transaction remains subject to customary conditions, including the signing of definitive agreements with respect thereto, fairness opinions to be provided to each board of directors, valuation report of Nevada Vanadium, and receipt of all necessary court and regulatory approvals. The LOA, and any definitive agreements executed in connection with the Transaction shall include customary representations and warranties of each party, non-solicitation covenants, “right-to-match” provisions, and a termination fee payable by either party in certain circumstances in the amount of $500,000 in the case of the LOA or $2,000,000 in the case of any definitive agreements in connection with the Transaction.
Full details of the Transaction will be included in the meeting materials with respect to the Flying Nickel Meeting and Nevada Vanadium Meeting.
No finder’s fee is expected to be paid by either of Flying Nickel or Nevada Vanadium to any party in connection with the Transaction.
Board and Management
The following table sets forth the current board and management of each of Flying Nickel and Nevada Vanadium as well as the proposed board and management of the Resulting Issuer:
|
Flying Nickel |
Nevada Vanadium |
Resulting Issuer(1) |
|
|
Board of Directors |
Mark Scott Masa Igata Nick Zeng John Lee |
Greg Hall Harald Batista John Lee |
Mark Scott Nick Zeng Masa Igata John Lee Harald Batista |
|
Senior Management |
John Lee (CEO) Zula Kropivnitski (CFO) Rob Van Drunen (COO) Nadia Traversa (Corporate Secretary) |
Ron Espell (CEO) Zula Kropivnitski (CFO) Nadia Traversa (Corporate Secretary) |
John Lee (CEO) Zula Kropivnitski (CFO) Rob Van Drunen (COO) Ron Espell (Vice President, Environment) Nadia Traversa (Corporate Secretary) |
Notes:
- Proposed board and management of the Resulting Issuer subject to TSXV approval and may be amended by agreement between Flying Nickel and Nevada Vanadium.
Mark Scott, Airdrie Alberta, Canada, Proposed Director of the Resulting Issuer
Mark Scott has had a distinguished 20-year career in the mining industry having previously worked at Vale Canada Ltd., Inco Limited and Noranda Inc. His past roles include: Vice President & Head of Manitoba Operations, Vale Canada Ltd.; Director Mining & Milling, Vale Manitoba Operations; Manager, Thompson Nickel Refinery; General Manager, Human Resources & Sustainability; President & Board Chair, Mining Association of Manitoba Inc.
Mr. Scott is currently President & CEO of Sassy Resources Corporation. He holds a Bachelor of Arts from Dalhousie University, a Master of Industrial Relations from the University of Toronto, and a Masters Certificate in Project Management from York University (Schulich School of Business) and the University of Winnipeg.
Nick Zeng, New York, USA, Proposed Director of the Resulting Issuer
Mr. Zeng is the CEO of Golden Share Resources Corporation, a Canadian mineral exploration company. Nick Zeng has almost 30 years of experience as an entrepreneur with mining and technology business founded and operated successfully in Canada, Asia and the United States.
Masa Igata, Tokyo, Japan, Proposed Director of the Resulting Issuer
Mr. Igata has more than 35 years’ experience working in Asian financial markets. Previously, he was Managing Director at Nikko Citigroup with a leading role in Japanese equity sales and investor relations. Mr. Igata has been advising and investing in resource companies in Asia in the last 30 years and now focuses in North America as well . Mr. Igata received his Graduate of Law from Kyoto University and is a member of the Securities Analysts Association of Japan.
Harald Batista, Menlo Park California, USA, Proposed Director of the Resulting Issuer
Based in Brazil and California, Harald Batista is the son of the honorable Eliezer Batista (1924–2018), the founder and former president of CVRD (now Vale). Mr. Batista has an extensive network and is fluent in Portuguese, German, English, and Spanish. Mr. Batista has a MBA degree from Santa Clara University.
John Lee, Taipei, Taiwan, Proposed Chief Executive Officer and Director of the Resulting Issuer
Mr. Lee specializes in M&A and has raised over $130 million for junior miners listed on the Toronto Stock Exchange and TSX Venture Exchange since 2009. Mr. Lee led the Minago acquisition by Silver Elephant Mining Corp. in February 2021 and later architected Silver Elephant’s proposed spinout of Flying Nickel to operate Minago. In addition, Mr. Lee led Silver Elephant in acquiring the Pulacayo silver project, Gibellini vanadium project, Ulaan Ovoo coal project in the past 10 years. Mr. Lee graduated from Rice University with bachelor’s degrees in Economics (BA) and in Engineering (BSc).
Zula Kropivnitski, Vancouver Canada, Proposed Chief Financial Officer of the Resulting Issuer
Ms. Kropivnitski has over ten years of experience in financial reporting with public companies listed on Canadian and US stock exchanges in the resource and technology sectors. Notable positions include CFO with Abraplata Resource Corp. from 2016 to 2019, and Financial Controller with Sacre-Coeur Minerals Ltd. From 2008 to 2011. Ms. Kropivnitski received her Chartered Professional Accountant designation from the Certified General Accountants Association of British Columbia, Canada and later obtained her ACCA designation from the Association of Chartered Certified Accountants of UK.
Rob Van Drunen, Thompson, Manitoba, Canada, Proposed Chief Operating Officer of the Resulting Issuer
Robert Van Drunen, who is based in Thompson, Manitoba, has over 30 years of experience with Vale and Inco. He started his mining career with Inco in 1990 and progressed through his career with increasing levels of responsibility, including Mine Manager and most recently Senior Project Manager of the Thompson Operation. In the latter role, he led multi-disciplinary teams in all aspects of mining, including operations (both underground and open pit), maintenance, exploration, procurement, supply chain management, and contract management.
Mr. Van Drunen holds a Masters Certificate in Project Management from York University. He specializes in process improvement and cost control, as well as an award winning track record for zero-harm safety culture.
Ron Espell, Fruitvale, Idaho, USA, Proposed Vice President, Environment of the Resulting Issuer
Mr. Espell is a highly regarded specialist in U.S. federal and Nevada state mine permitting, with over 30 years of experience in corporate environmental management, permitting in conformance with applicable regulatory and performance standards, mine waste management, reclamation, and closure planning.
Mr. Espell previously served as corporate environmental director of McEwen Mining Inc. Within 18 months from the time he joined McEwen Mining, Mr. Espell led his team to successfully obtain the Gold Bar project’s environmental impact statement (EIS) approval from the Bureau of Land Management (BLM) Battle Mountain District office in November, 2017.
Mr. Espell’s wealth of experience includes being an environmental management specialist at the Nevada Division of Environmental Protection, as well as working for 17 years in positions of increasing responsibility at Barrick Gold Corp., from being environmental superintendent, environmental manager of Barrick Goldstrike, regional environmental director — Australia Pacific, and corporate environmental director.
Nadia Traversa, Delta BC Canada, Proposed Corporate Secretary of the Resulting Issuer
Nadia Traversa has over 10 years’ experience in the securities industry working with publicly traded companies listed on the TSX Venture Exchange and more recently, on the Toronto Stock Exchange. Nadia got her start working with public companies as a corporate and securities legal secretary with Werbes Sasges, LLP, and more recently with iO Corporate Services Ltd.
Battery Metals is expected to remain a control person of the Resulting Issuer. Battery Metals is a company existing pursuant to the laws of the province of British Columbia. Silver Elephant owns approximately 39.7% of the issued and outstanding common shares of Battery Metals.
Related Party Transaction / Business Combination
The Transaction is expected to constitute a “business combination” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) for Nevada Vanadium and a “related party transaction” pursuant to MI 61-101 for Flying Nickel, due to the shareholding of Battery Metals as described herein. Each of Flying Nickel and Nevada Vanadium 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.
The Transaction is not expected to constitute an Arm’s Length Transaction as defined in the policies of the TSXV as Flying Nickel and Nevada Vanadium have a common control person, being Battery Metals.
About Nevada Vanadium Mining Corp.
Nevada Vanadium Mining Corp. is a Canadian reporting issuer, holding a 100% interest in the Gibellini Vanadium project in Nevada, United States.
The Gibellini Vanadium project includes 3 separate deposits: Gibellini, Louie Hill, and Bisoni McKay within a 21km strike length of the vanadium mineralized Woodruff Formation. The 587 mining claims over this entire exposure of vanadium mineralization comprises approximately 46.3 km2.
A preliminary economic assessment study (PEA) by Wood Plc was announced on August 30, 2021 which demonstrates an after-tax Internal Rate of Return of 25.4%, and after-tax cumulative cash flow of US$260.8 million, assuming a baseline vanadium pentoxide price (V2O5) of US$10 per pound.
The Gibellini Mineral Resource Estimate includes a Measured and Indicated mineral resource of 131 million pounds of contained V2O5 and an Inferred mineral resource of 228 million pounds of contained V2O5 . The Gibellini project is designed to be an open pit, heap leach operation in Nevada’s Battle Mountain region (25kms south of Eureka) with initial capital cost of US$147 million, average annual production is 10.2 million pounds of V2O5, at Cash Operating Cost of US$4.7 per pound with strip ratio of 0.18 to 1.
For further information on the Gibellini Vanadium project, please see the technical report entitled “Gibellini Vanadium Project Eureka County, Nevada NI 43-101 Technical Report on Preliminary Economic Assessment Update” dated 30 August, 2021, available at www.nevadavanadium.com. On the System for Electronic Document Analysis and Retrieval at www.sedar.com, along with the audited annual financial statements of Nevada Vanadium for the fiscal year ended December 31, 2021 and the interim financial statements of Nevada Vanadium for the three months ended March 31, 2022 as well as any subsequently filed financial statements and other continuous disclosure filings of Nevada Vanadium.
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.
The Minago Nickel project includes 2 deposits: Nose and North Limb occur within a mineral lease that is surrounded by 94 mineral claims plus a second mineral lease held by Flying Nickel, comprising a total area of 197 km2.
On July 5, 2021, a combined open pit and underground mineral resource estimate (“Minago MRE”) prepared by Mercator Geological Services Limited and AGP Mining Consultants Inc. was disclosed for the Minago Nickel project. The Minago MRE has an Effective Date of July 2, 2021 and includes a Measured and Indicated mineral resource of 44.23 million tonnes grading 0.74 % nickel for 722 million pounds of contained nickel and an Inferred mineral resource of 19.55 million tonnes grading 0.74% nickel for 319 million pounds of contained nickel. Open pit constrained mineral resources are reported at a cut-off grade of 0.25 % nickel within an optimized pit shell and underground constrained mineral resources below the optimized pit shell are reported at a cut-off grade of 0.50 % nickel. The Minago MRE is based on results of over 85,000 meters of drilling.
For further information on the Minago Nickel project, please see the technical report entitled “NI 43-101 Technical Report on the Mineral Resource Estimate for the Minago Nickel Project Manitoba, Canada”, which has an Effective date of July 2, 2021 available at www.flynickel.com. On the System for Electronic Document Analysis and Retrieval at www.sedar.com along with the audited annual financial statements of Flying Nickel for the fiscal year ended December 31, 2021 and the interim financial statements of Flying Nickel for the three months ended March 31, 2022 as well as any subsequently filed financial statements and other continuous disclosure filings of Flying Nickel.
Qualified Persons Statement
The scientific and technical information relating to Minago Nickel project and Flying Nickel in this news release were reviewed and approved by Matthew Harrington, P.Geo., of Mercator Geological Services Limited, who is an Independent Qualified Person as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and a co-author of the Minago Nickel Project Technical Report referred to above.
The scientific and technical information related to Gibellini project and Nevada Vanadium in this news release were reviewed and approved by Marc Leduc, P.Eng., who is the Qualified Person as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and a Senior Consultant to the project.
For further information, please contact:
Flying Nickel Mining Corp.
John Lee
Chief Executive Officer and Director
Flying Nickel Mining Corp.
1.877.664.2535 / 1.877.6NICKEL
Nevada Vanadium Mining Corp.
Ron Espell
Chief Executive Officer
Nevada Vanadium Mining Corp.
Forward-looking Statements and Cautionary Disclaimers
References to $ herein refer to the lawful currency of Canada and references to US$ herein refer to the lawful currency of the United States.
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.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Flying Nickel and Nevada Vanadium should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
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 news release contains certain “forward-looking statements” and “forward-looking information” under applicable Canadian and United States securities laws concerning the business, operations and financial performance and condition of each of Flying Nickel and Nevada Vanadium (collectively, the “Corporations”). Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to estimated production and mine life of the Corporations’ projects; the realization of mineral reserve estimates; the timing and amount of estimated future production; costs of production; the future price of battery metals such as Nickel and Vanadium; the estimation of mineral reserves and resources; the ability to manage debt; capital expenditures; the ability to obtain permits for operations; liquidity; tax rates; strategic plans; future operations; future work programs and objectives; and currency exchange rate fluctuations. Except for statements of historical fact relating to the Corporations, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be”, “potential” and other similar words, or statements that certain events or conditions “may”, “should” or “will” occur, including, without limitation, that all conditions precedent to the transaction will be met and the realization of the anticipated benefits derived therefrom for shareholders of the Corporations and the view on (i) the quality and the potential of the Corporations’ assets, (ii) the consideration offered to Nevada Vanadium’s shareholders, and (iii) the potential of the Resulting Issuer. Forward-looking statements are based on the opinions and estimates of management of each of the Corporations at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of the Corporations, there is no assurance they will prove to be correct and are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements.
Factors that could cause actual results to vary materially from results anticipated by such forward -looking statements include variations in ore grade or recovery rates, changes in market conditions, changes in project parameters, mine sequencing; production rates; cash flow; risks relating to the availability and timeliness of permitting and governmental approvals; supply of, and demand for, battery metals such as Nickel and Vanadium; fluctuating commodity prices and currency exchange rates, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, failure of plant, equipment or processes to operate as anticipated.
These factors are discussed in greater detail in Flying Nickel’s most recent MD&A filed on SEDAR, which also provide additional general assumptions in connection with these statements, and in Nevada Vanadium’s most recent MD&A filed on SEDAR, which also provide additional general assumptions in connection with these statements. The Corporations’ caution that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. The Corporations believe that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Although the Corporations have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Corporations undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered as the property is developed. Further, the Corporations may make changes to their respective business plans that could affect results.