NorthWest Copper Corp. ("
NorthWest" or the
"
Company") (TSXV:NWST) ) (OTCQX: NWCCF) today
announced that it has received unequivocal support for NorthWest’s
slate of seven director nominees on the
BLUE proxy
from the proxy advisor Institutional Shareholder Services Inc.
(“
ISS”). The Company thanks its shareholders for
the strong voting support that the incumbent directors have
received so far.
NorthWest also provided an update on the timing
for the Annual General Meeting of the Company’s shareholders (the
"Meeting") and disclosed an equity compensation
grant for its recently-appointed Chair, Terry Lyons. Further,
NorthWest advised that the activist group (the “Activist
Group”) unsuccessfully attempted to recruit NorthWest’s
Chair and NorthWest’s Interim President and CEO. Both will resign
if the Activist Group’s slate of nominees is elected.
ISS Recommends that Shareholders vote
FOR the Incumbent Board and all Management Proposals
ISS, which is recognized as a leading
independent proxy voting and corporate governance advisory firm in
both Canada and the United States, recommends that shareholders
vote FOR the incumbent Board and all Management Proposals. In a
detailed, 21-page report, ISS concludes that the Activist Group
“has not made a compelling case that board change is necessary at
this time.” Among other things, ISS noted that:
- “The members of the incumbent board
and management have an established track record of completing
equity financings and have held executive and board roles at
minerals companies much larger than NWST.”
- The Activist Group’s nominees,
“whether considered collectively or individually, do not appear to
provide skills or experience that would augment the incumbent board
or fill a skills deficiency”
- “Measured & Indicated and
Inferred resources have both grown significantly since the merger
between Sun Metals Corp. and Serengeti Resources Inc. on March 5,
2021. The company's post-merger total shareholder return results do
not seem to suggest a clear and present need for change when
considering the level of underperformance versus the company's
operational results, taken together with the volatility and
liquidity issues inherent to junior minerals issuers”
NorthWest urges shareholders to vote the
BLUE proxy as recommended by ISS. ISS’ analysis
and recommendations are relied upon by hundreds of major
institutional investment firms, mutual funds and fiduciaries
throughout North America. ISS’ independent recommendations, based
on a careful review of the facts and arguments made by both sides,
are intended to assist shareholders in making choices regarding
proxy voting decisions.
Meeting Rescheduled Due to BCSC
Hearing
Further to the Company’s news release of August
31, 2023, Northwest’s Meeting has been rescheduled by a week to
10:00 a.m. (Vancouver time) on September 26, 2023, to follow
governance best practices by allowing for some separation from the
hearing by the British Columbia Securities Commission
(“BCSC”) on NorthWest’s allegations that the
Activist Group failed to make disclosures required by securities
laws. The full text of NorthWest’s application and allegations,
posted to the BCSC website, is available here.
NorthWest disclosed last week that the BCSC
scheduled a two day hearing starting on September 12, 2023 in
connection with the Company’s application, and that the timing of
the hearing might require a short postponement of the Meeting.
NorthWest expects that the BCSC will issue its decision on or
around September 14, 2023, approximately one day after the
conclusion of the hearing.
With the new Meeting date of September 26, 2023,
the corresponding cut-off for voting by proxy will be 10:00 a.m.
(Vancouver time) on September 22, 2023. The original voting cut-off
date would not have provided shareholders with sufficient time to
fully consider the results of the hearing.
Shareholders who have already submitted
their vote will not need to vote again, as previously voted shares
will still be counted.
Equity Compensation for Terry
Lyons
On September 6, 2023, the Board granted 400,000
Stock Options and 300,000 Deferred Share Units (“DSUs”) to Terry
Lyons in connection with his appointment in August as Chair of the
Board. He has agreed to waive any cash compensation for
serving in this role.
The Stock Options have an exercise price of
$0.20, which is a premium of approximately 18% to the closing price
of NorthWest’s shares on September 6, 2023. The stock options vest
upon grant and expire on September 6, 2028. The DSUs also vest
upon grant and are payable in common shares of the Company upon the
holder ceasing to be a director of the Company.
Activist Group Attempted to Recruit
Terry Lyons and David Moore
NorthWest advises shareholders that the Activist
Group attempted to recruit Mr. Lyons, NorthWest’s Chair, and David
Moore, NorthWest’s Interim President, CEO and Director. Even though
the two NorthWest directors are clearly acceptable to the Activist
Group, it has refused to negotiate with the Company and appears
focused on destroying shareholder value by launching and continuing
the proxy fight.
Mr. Lyons, who joined the refreshed Board in
August, and Mr. Moore, who rejoined the refreshed Board in May,
will both resign as directors if the Activist Group’s nominees are
elected. Neither will Mr. Moore continue to lead NorthWest’s
management team. NorthWest reminds shareholders that the Activist
Group has not named anyone to manage the Company if the Activist
Group’s nominees are elected.
Vote
BLUE! Every Vote Counts
NorthWest urges shareholders to vote only the
BLUE proxy FOR NorthWest’s seven
Director nominees, all of whom are shareholders. Vote
FOR NorthWest’s refreshed Board, its strengthened
executive team, and its strategic action plan designed to advance
NorthWest’s mineral assets without delay.
Instructions To Vote
BLUE
Every vote is important. 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
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 or
visit www.ProtectNWST.com for more
information. Vote
BLUE To Protect Your Investment in
NorthWest.
For further information, please
contact:
Investor contact:Peter Lekich, Director Investor
RelationsTel: 604-697-4962Email: plekich@northwestcopper.ca
Media contact:Longview Communications and Public
AffairsAlan Bayless (604) 417-9645; abayless@longviewcomms.caJoel
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 timing of the Meeting; the plans
and intentions of the Activist Group; the intentions of Terry Lyons
and David Moore; the voting intentions and concerns of shareholders
of the Company; and the plans and intentions of the Company.
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)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Northwest Copper (TSXV:NWST)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024