Flying Nickel Provides Update on Acquisition of Nev ada Vanadium
Flying Nickel Provides Update on Acquisition of Nev ada
Vanadium
Vancouver, British Columbia, June 28, 2024 – Flying Nickel Mining Corp. (TSX-V: FLYN,
OTCQB: FLYNF) ("Flying Nickel" or the "Company") announces that further to its joint press
releases with Nevada Vanadium Mining Corp. (“ Nevada Vanadium ”) dated August 23, 2022, and
October 7, 2022, the proposed acquisition of all th e 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 Spe cial
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 Ma nagement 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.
The Company also filed an amended technical report on www.sedarplus.ca for Nevada
Vanadium’s Gibellini Project with an effective date of September 27, 2023, on October 10, 2023.
The amendments were principally to re-address the t echnical report to Flying Nickel.
Subsequently, an additional amended technical repor t was filed on www.sedarplus.ca on
February 13, 2024. The additional amendments were primarily to provide: 1) information on work
performed on the project and visits by the report a uthor to the site, 2) clarifications on the
evaluation of the vanadium price used in the report, 3) a figure showing the project mining claims
location relative to each other, nearby towns and infrastructure, 4) relocation of the list of mining
claims from the body of the report to an appendix, 5) a statement clarifying that Flying Nickel has
not done any exploration or drilling on the Gibelli ni Project, and 6) a multi-phase budget to
complete all the recommended Project development wo rk (geologic, drilling, metallurgical and
pre-feasibility study) included in the technical report.
In making its recommendations to acquire Nevada Vanadium, the Company’s board of directors
(the “ Flying Nickel Board ”) considered a number of factors including the following:
Metals and Geographic Diversification: The Arrange ment will provide Flying Nickel with
the opportunity for asset diversification, by expan ding Flying Nickel’s focus from nickel
exploration to include vanadium in the critical min erals space, while also providing the
opportunity for geographic diversification to span both Canada and the United States.
Nevada Vanadium is focused on advancing its vanadium resources in Nevada, USA, while
Flying Nickel is advancing its nickel focused project in Manitoba, Canada. Diversification
should also appeal to a broader range of prospectiv e investors, given the combined
company’s intended focus on nickel and vanadium.
Rising Demand for Vanadium in Energy Storage and R enewable Energy: Vanadium is a
crucial material in the manufacturing of Vanadium Redox Flow Batteries (VRFBs). In the
near future, these batteries have the potential to become a preferred choice for grid energy
storage due to their scalability, long cycle life, and ability to rapidly discharge and recharge.
With a rising global push towards renewable energy, the demand for grid-scale energy
storage systems is expected to increase, thereby driving the demand for vanadium.
Increasing Expansion of Electric Vehicle (EV) Mark et: Not only does vanadium have the
potential to become a key material for energy stora ge solutions, but it also has potential
uses in the EV market. Researchers are exploring th e potential of vanadium-based
batteries in EVs due to their superior energy densi ty and faster charging capabilities
compared to conventional lithium-ion batteries. If this research yields successful results,
the EV market could become a significant consumer of vanadium in the long-term.
Pricing of Metals: Flying Nickel views this as an opportune time to invest in a vanadium
project due to increasing global demand and constrained supply from Russia and China.
Greater Financing Opportunities and Liquidity: The combined company is expected to
have greater funding opportunities in the form of e quity or debt financing, government
funding and strategic investments, which may otherw ise be unavailable to Flying Nickel
alone. The common shares of the combined company are also expected to have greater
trading liquidity due to the increased number of issued and outstanding shares, all of which
are intended to be listed on the TSX Venture Exchange, subject to receiving final approval
of such exchange.
Cost Synergies: Public company administrative cost s, and other corporate costs, are
expected to be reduced for the combined company as a result of there being only one
public company resulting from the Arrangement.
Government Policies and Regulations: Many governme nts around the world are
introducing policies to support the renewable energy sector, which in turn is expected to
increase the demand for vanadium. In addition, regu lations aimed at reducing carbon
emissions are forcing industries to adopt cleaner e nergy sources, which is also likely to
positively impact the vanadium market.
Fairness Opinion: The Flying Nickel Board received the Sequeira Partners 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 paid by Flying Nickel pursuant to the Arrangement is fair, from a
financial point of view, to Flying Nickel.
Despite the time that has lapsed from the date of t he Sequeira Partners Fairness Opinion, the
Company considered, but did not proceed with requesting for an update to the Sequeira Partners
Fairness Opinion as it was only one of many factors considered in the Flying Nickel Board’s
recommendations.
Under the terms of the Transaction, Nevada Vanadium shareholders will receive one (1) (the
“Exchange Ratio ”) Flying Nickel common share for each Nevada Vanad ium 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 the it is based on the intrinsic
value of the underlying assets.
About Flying Nickel
Flying Nickel Mining Corp. is a premier nickel sulp hide mining and exploration company. The
company is advancing its 100% owned Minago nickel p roject in the Thompson nickel belt in
Manitoba, Canada.
Further information on the Company can be found at www.flynickel.com.
FLYING NICKEL MINING CORP.
ON BEHALF OF THE BOARD
John Lee
Chief Executive Officer
For more information about the Company, please contact:
Phone: Phone: 1.877.664.2535 / 1.877.6NICKEL
Email: [email protected]
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 securi ties 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 Ser vices 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 Transactio n, 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 Tran saction, as well as statements which may
contain words such as “expects”, “anticipates”, “in tends”, “plans”, “believes”, “estimates”, or
similar expressions, and statements related to matters which are not historical facts, are forward-
looking information within the meaning of applicabl e 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 unkno wn risks and uncertainties which may
cause the actual results, performance, or achieveme nts 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 p lans; ability to secure sufficient financing to
advance the Company’s and Nevada Vanadium’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 Nevad a Vanadium to complete the requisite
conditions precedent to the Transaction, the risks and uncertainties outlined in the Circular; and
general market, industry and economic conditions. S ee 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 analys is, 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 assu rance 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 revis e any forward-looking statements in this
news release to reflect circumstances or events tha t occur after the date of this news release,
except as required by applicable securities laws.