North American Nickel and Premium Nickel Resources Announce: Shareholder Approval of RTO; Filing of Filing Statement; Expected Closing of RTO
North American Nickel and Premium Nickel
Resources Announce: Shareholder Approval
of RTO; Filing of Filing Statement; Expected
Closing of RTO
Toronto, Ontario--(Newsfile Corp. - July 27, 2022) -
Premium Nickel Resources Corporation
("PNR") and North American Nickel Inc. (TSXV: NAN)
("
NAN
") are pleased to provide the following
updates further to their joint news release of July 21, 2022 in respect of their previously-announced
"reverse takeover" transaction (the "
RTO
"):
Shareholder Approval of RTO
: The disinterested shareholders of NAN have approved the RTO
by way of a resolution passed in writing pursuant to the policies of the TSX Venture Exchange (the
"
Exchange
").
Filing of Filing Statement
: NAN and PNR have finalized and filed a filing statement dated July
22, 2022 on Exchange Form 3D2 (the "
Filing Statement
"), which provides full particulars about
the RTO, the "Resulting Issuer" and its business, including relevant historic and
pro forma
financial
information and technical information in respect of the Selebi Project located in Botswana, which
will be the only material property of the Resulting Issuer. Readers are encouraged to review the
Filing Statement in its entirety, which is available electronically on SEDAR (
www.sedar.com
) under
NAN's issuer profile and on its corporate website (
https://www.northamericannickel.com
).
Closing of RTO
: Subject to the satisfaction or waiver of the remaining conditions precedent to the
RTO, NAN and PNR expect the RTO to close during the first week of August 2022. Following
closing of the RTO, and subject to the final acceptance of the Exchange, the common shares of the
Resulting Issuer will commence trading on the Exchange under the trading symbol "PNRL", and will
carry on the businesses of PNR and NAN as the combined company.
Note:
In this news release, references to the "
Resulting Issuer
" are to NAN after the closing of the RTO. As certain directors and officers of NAN
are also directors and officers of PNR, the Amalgamation Agreement is considered as a "Non-Arm's Length" agreement pursuant to the policies
of the Exchange.
Keith Morrison, CEO and Director of NAN and PNR, commented:
"We are eager to be moving
towards closing of the RTO transaction, having received the required shareholder and stock exchange
approvals.
In the coming weeks we expect to commence trading under the Premium Nickel Resources
Ltd. banner under the ticker symbol "PNRL". We are equally as eager to begin providing meaningful
updates on our projects and operations in Botswana, Greenland and Canada. We are deeply
encouraged and grateful for the ongoing support of our shareholders and stakeholders and we thank you
for your patience as we work to get PNRL over the finish line."
Additional Background to RTO
The RTO will be completed by way of a three-cornered amalgamation (the "
Amalgamation
") between a
wholly-owned subsidiary of NAN and PNR to form one corporation.
NAN will change its name to
"Premium Nickel Resources Ltd." and will be the Resulting Issuer.
The securityholders of PNR will
receive securities of the Resulting Issuer in exchange for their securities of PNR at an exchange ratio of
1.054 common shares of the Resulting Issuer for each outstanding share of PNR after giving effect to the
consolidation event of NAN's common shares on the basis of one post-consolidation common share for
each five (5) pre-consolidation common shares (the
"Consolidation"
). The transactions will result in a
RTO of NAN in accordance with the policies of the Exchange, all in the manner contemplated by, and
pursuant to, the terms and conditions of the amalgamation agreement dated April 25, 2022 (the
"
Amalgamation Agreement
") providing for the Amalgamation. A copy of the Amalgamation Agreement
is available electronically on SEDAR (
www.sedar.com
) under NAN's issuer profile.
About North American Nickel Inc.
North American Nickel is a mineral exploration company with 100% owned properties in Maniitsoq,
Greenland and Ontario, Canada. In 2019, NAN became a founding shareholder in PNR to provide direct
exposure to Ni-Cu-Co opportunities in the southern African region. Simultaneously, NAN is expanding its
area of exploration interest into Morocco.
The Maniitsoq property in Greenland is a Camp scale permitted exploration project comprising 3,048
square km covering numerous high-grade nickel-copper + cobalt sulphide occurrences associated with
norite and other mafic-ultramafic intrusions of the Greenland Norite Belt (GNB). The >75km-long belt is
situated along, and near, the southwest coast of Greenland and is accessible from the existing Seqi
deep water port with an all-year-round shipping season and hydroelectric power potential from a
quantified watershed.
The Post Creek/Halcyon property in Sudbury is strategically located adjacent to the past producing
Podolsky copper-nickel-precious metal sulphide deposit of KGHM International Ltd. The property lies
along the extension of the Whistle Offset dyke structure. Such geological structures host major Ni-Cu-
PGM deposits and producing mines within the Sudbury Camp.
NAN acquired 100% ownership of property near the southern extent of the Lingman Lake Greenstone
Belt in northwest Ontario known as Lingman Nickel and in the Quetico region near Thunder Bay Ontario.
The acquisition of these properties is part of NAN's strategy to develop a pipeline of new nickel projects.
NAN is evaluating direct and indirect nickel asset acquisition opportunities globally.
About Premium Nickel Resources Corporation
PNR is a Canadian company dedicated to the exploration and development of high-quality Ni-Cu-Co
resources. PNR believes that the medium to long-term demand for these metals will grow through
continued global urbanization and the increasing replacement of internal combustion engines with
electric motors. Importantly, these metals are key to a low-carbon future.
PNR maintains a skilled team with strong financial, technical and operational expertise to take an asset
from discovery to exploration to mining.
PNR has focused its efforts on discovering world class nickel sulphide assets in jurisdictions with rule-of-
law that fit a strict criteria that comply with PNR's values and principles which stand up against the
highest acceptable industry standards. PNR is committed to governance through transparent
accountability and open communication within our team and our stakeholders.
PNR closed its acquisition of the Selebi Project on January 31, 2022. The Selebi Project include two
shafts and related infrastructure (rail, power and water). Shaft sinking and plant construction started in
1970. Mining concluded in October 2016 when the operations were placed on care and maintenance
due to a failure in the separate Phikwe processing facility. The Selebi Project were subsequently placed
under liquidation in 2017.
The proposed work plan for the Selebi Project includes diamond drilling which is expected to be ongoing
for up to 18 months. During that time, additional metallurgical samples will be collected and sent for more
detailed studies. The underground infrastructure at Selebi North will be upgraded to support the
underground drilling program as well as improve health & safety at Selebi North.
ON BEHALF OF THE BOARD OF DIRECTORS OF NAN
Douglas Ford
Interim Lead Director and Chair of the NAN Special Committee
North American Nickel Inc.
For more information contact:
North American Nickel Inc.
Jaclyn Ruptash
Vice President Corporate Affairs
+1 (604) 770-4334
ON BEHALF OF THE BOARD OF DIRECTORS OF PNR
Sheldon Inwentash
Director and Chair of the PNR Special Committee
Premium Nickel Resources Corporation
For more information contact:
Premium Nickel Resources Corporation
130 Spadina Avenue, Suite 401
Toronto, Ontario, Canada M5V 2L4
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this news release may be considered "forward-looking statements"
within the meaning of applicable Canadian securities laws, including the timing and ability of NAN
and PNR to complete the RTO (if at all); the timing and ability of the common shares of the Resulting
Issuer to begin trading on the Exchange (if at all); the ability of NAN and PNR to satisfy or waive the
conditions precedent to completing the RTO (if at all); and the business and prospects of the
Resulting Issuer. These forward-looking statements, by their nature, require NAN and PNR to make
certain assumptions and necessarily involve known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied in these forward-looking
statements. Forward-looking statements are not guarantees of performance. Words such as "may",
"will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the
negative or comparable terminology, as well as terms usually used in the future and the conditional,
are intended to identify forward-looking statements. Information contained in forward-looking
statements, including with respect to the ability to satisfy or waive on satisfactory terms any conditions
to the completion of the RTO (including but not limited to any required regulatory approvals), timeline
to complete the RTO (if at all), the anticipated benefits of the RTO, the anticipated use of the available
funds and working capital of the Resulting Issuer, the ability to satisfy or waive on satisfactory terms
any conditions to the completion of the Selkirk Acquisition, timeline to complete the Selkirk
Acquisition (if at all), and the anticipated work program on the Selebi Project, are based upon certain
material assumptions that were applied in drawing a conclusion or making a forecast or projection,
including management's perceptions of historical trends, current conditions and expected future
developments, current information available to the management of NAN and PNR, public disclosure
from operators of the relevant mines, as well as other considerations that are believed to be
appropriate in the circumstances. NAN and PNR consider their respective assumptions to be
reasonable based on information currently available, but cautions the reader that their assumptions
regarding future events, many of which are beyond the control of NAN and PNR, may ultimately prove
to be incorrect since they are subject to risks and uncertainties that affect NAN and PNR, and their
respective businesses.
For additional information with respect to these and other factors and assumptions underlying the
forward-looking statements made in this news release concerning NAN, see the section entitled
"Risks and Uncertainties" in the most recent management discussion and analysis of NAN which is
filed with the Canadian securities commissions and available electronically under NAN's issuer
profile on SEDAR (
www.sedar.com
) and the risk factors outlined in the Filing Statement, which are
available electronically on SEDAR (
www.sedar.com
) under NAN's issuer profile. The forward- looking
statements set forth herein concerning NAN and PNR reflect management's expectations as at the
date of this news release and are subject to change after such date. NAN and PNR disclaim any
intention or obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, other than as required by law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news
release. No stock exchange, securities commission or other regulatory authority has approved
or disapproved the information contained herein.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/132021