Flying Nickel Mining Corp. Signs Letter of Intent to Sell Minago Assets to Norway House Cree Nation
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Not for distribution to United States newswire services or for dissemination in the United States.
Flying Nickel Mining Corp. Signs Letter of Intent to Sell
Minago Assets to Norway House Cree Nation
VANCOUVER, British Columbia, July 22, 202 4 – Flying Nickel Mining Corp. (TSX -V: FLYN;
OTCQB: FLYNF) (“Flying Nickel”) and Norway House Cree Nation (“ NHCN”) are pleased to
announce that they have entered into a binding letter of intent dated July 21, 202 4 (the
“Agreement”) pursuant to which Flying Nickel proposes to sell its Minago Nickel project and its
related assets and undertaking located in the Thompson Nickel Belt of Manitoba, Canada (the
“Minago Assets”) to NHCN (the “Proposed Transaction”).
In consideration for the Minago Assets, at the closing of the Proposed Transaction, NHCN shall
surrender all of the common shares in the capital of Flying Nickel (“Flying Nickel Shares”) held
by NHCN immediately prior to closing of the Proposed Transaction. Total consideration will either
be payment of (i) $7.3 million in cash and surrender of 31,015,206 (35.2%) of Flying Nickel
Shares, or (ii) $8 million in cash and surrender of 17,561,862 (19.9%) of Flying Nickel Shares.
Blackstone, Sparta and NHCN (the “Shareholders”) will support Flying Nickel’s management at
the annual general and special meeting of Flying Nickel currently scheduled to take place on July
23, 2024 (the “July 23 Meeting”), including voting in favor of the proposed plan of arrangement
pursuant to which Flying Nickel would acquire all of the issued and outstanding common shares
of Nevada Vanadium Mining Corp. (the “NV Merger”), and the four board nominees proposed by
Flying Nickel (the “ Flying Nickel Slate ”). The alternative slate of directors proposed by the
Shareholders has been withdrawn.
Norway House Cree Nations currently holds 17,561,862 (19.9%) Flying Nickel Shares, and
collectively Blackstone Minerals Limited (“ Blackstone”) and Sparta AG (“ Sparta”) hold
13,453,344 (15.3%) Flying Nickel Shares.
The Shareholders acknowledge that some shareholders of Flying Nickel may have submitted a
form of proxy or voting information form naming “Michael Ly” or “Jamie Kagan” (the
“Proxyholders”) with the intention to cast their shares based on the Shareholders’ press release
dated June 27, 2024. The Proxyholders have the discretion to cast those votes as they deem fit,
and have determined that any shares represented by form of proxy or voting information form
submitted that named the Proxyholders, other than forms of proxy and voting information forms
submitted by the Shareholders, will not be voted at the July 23 Meeting.
Flying Nickel has agreed to waive the proxy voting deadline and receive completed proxies at any
time prior to 10:00 a.m. on July 23, 2024.
Information Regarding the Proposed Transaction
Pursuant to the Agreement, Flying Nickel and NHCN have agreed to use commercially
reasonable efforts to negotiate a definite transaction agreement in respect of the Proposed
Transaction by August 20, 2024 (the “ Definitive Agreement ”). At present and assuming
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execution of the Definitive Agreement, t he Proposed Transaction is expected to be effected by
way of a court -approved plan of a rrangement under the Business Corporations Act (British
Columbia) and will be subject to the approval of the shareholders of Flying Nickel, the TSX
Venture Exchange (the “TSXV”) and the Supreme Court of British Columbia . The Agreement is
subject to termination in certain instances, including if NHCN is not satisfied with their due
diligence investigations.
The Proposed Transaction will be subject to approval at a special meeting of Flying Nickel
shareholders to be held at a date and location to be determined (the “Flying Nickel Meeting”) by
at least a majority of the votes cast on the resolution to approve the Proposed Transaction 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 NHCN.
All of NHCN’s shares will be excluded from voting on the Proposed Transaction. Blackstone and
Sparta have executed voting support agreements in connection with the Proposed Transaction.
It is expected that each of Oracle Commodity Holding Corp. and the directors and officers of
Flying Nickel (together, the “ Supporting Shareholders”), which currently own approximately
11.0% of the issued and outstanding Flying Nickel Shares on a non -diluted basis will execute
voting support agreements in connection with the Proposed Transaction. The Supporting
Shareholders are expected to own approximately 31.9% of the issued and outstanding Flying
Nickel Shares on a non-diluted basis following the completion of the NV Merger.
Completion of the Proposed Transaction will be subject to customary conditions as set out in the
Definitive Agreement, including the board of directors of Flying Nickel obtaining a customary
fairness opinion in respect of the Proposed Transaction and receipt of all necessary court and
regulatory approvals. The Definitive Agreement shall include customary representations and
warranties of each party.
Full details of the Proposed Transaction will be included in the meeting materials with respect to
the Flying Nickel Meeting.
No finder’s fee is expected to be paid by either Flying Nickel or NHCN to any party in connection
with the Proposed Transaction.
Related Party Transaction
The Proposed Transaction is expected to constitute a “ related party transaction ” pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions
(“MI 61-101”) and is not expected to constitute an Arm’s Length Transaction as defined in the
policies of the TSXV for Flying Nickel, due to the shareholding of NHCN as described herein.
Flying Nickel 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.
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Early Warning Report Matters
This press release is being issued pursuant to National Instrument 62 -103 – The Early Warning
System and Related Take-Over Bid and Insider Reporting Issues , which requires a report to be
filed under Flying Nickel’s profile on SEDAR+ profile at www.sedarplus.ca containing additional
information respecting the foregoing matters. To receive a copy of the report filed in respect of
the above matters, please contact Jamie Kagan at [email protected].
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.
Further information on Flying Nickel can be found at www.flynickel.com.
ABOUT NHCN
Norway House Cree Nation is a dynamic First Nation community in northern Manitoba, with 8,700
members and significant population growth. Strategically located, 800 Km north of Winnipeg at
the top of Lake Winnipeg, NHCN serves as an economic hub for neighbo uring communities. It
has a progressive Leadership that is focused on education, economic development and
employment. It has been working with the Province of Manitoba and other First Nations to move
the Minago Project forward.
FOR FURTHER INFORMATION PLEASE CONTACT:
FLYING NICKEL MINING CORP.
ON BEHALF OF THE BOARD
John Lee
Chief Executive Officer
For more information about Flying Nickel, please contact:
Suite 1610 – 409 Granville Street
Vancouver, BC V6C 1T2
Phone: 1.877.664.2535 / 1.877.6NICKEL
Email: [email protected]
Norway House Cree Nation
P.O. Box 250, Norway House
Manitoba, R0B 1B0
Telephone: (204) 934-2309
Attention: Jamie Kagan
Email: [email protected]
Neither the 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.
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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 Proposed Transaction is subject to a number of conditions, including but not limited to,
execution of a Definitive Agreement, completion of due diligence by NHCN, TSXV acceptance, court and
disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the
required approvals are obtained.
There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors
are cautioned that, except as disclosed in the management information circular to be prepared in connection
with the Proposed Transaction, any information released or received with respect to the Proposed
Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of
Flying Nickel 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. Forward -looking statements and forward -looking
information include, but are not limited to, state ments with respect to the Proposed Transaction, Flying
Nickel’s transaction with Nevada Vanadium, the number of Flying Nickel Shares owned and expected to
be owned by certain parties who are executing voting support agreements, the composition of consideration
for the Proposed Transaction , the terms of the Proposed Transaction and the execution of a Definitive
Agreement, and the ability of Flying Nickel to obtain the requisite TSXV, shareholder, court and other
approvals in connection with the Proposed Transaction. Except for statements of historical fact relating to
Flying Nickel, 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 stateme nts that certain events or conditions “may”, “should” or “will” occur, including,
without limitation, that all conditions precedent to the Proposed Transaction will be met and the realization
of the anticipated benefits derived therefrom for shareholders o f Flying Nickel and perception of (i) the
quality and the potential of Flying Nickel’s assets, (ii) the consideration offered to Flying Nickel, and (iii) the
potential of Flying Nickel’s business following completion of the Proposed Transaction. Forward-looking
statements are based on the opinions and estimates of management of Flying Nickel 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 Flying Nickel, there is no assurance they will prove to be correct and are
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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 changes in market conditions; cash flow and availability of financing; the ability of Flying
Nickel to obtain the requisite court, shareholder, TSXV and other third party approvals ; exercise of any
dissent rights, trades in the market, issuances of securities or exercises of convertible securities and other
factors that could alter the share capital of Flying Nickel or other parties; risks relating to the availability and
timeliness of permitting and governmental approvals; supply of, and demand for metals; 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.
These factors are discussed in greater detail in Flying Nickel’s most recent MD&A filed on SEDAR + at
www.sedarplus.ca, which also provide additional general assumptions in connection with these statements.
Flying Nickel cautions 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 th ey entail. Flying Nickel believes 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 Flying Nickel has 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, est imated 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. Flying Nickel undertakes 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, Flying Nickel may make
changes to its business plans that could affect results.