05:07:44 EDT Fri 26 Apr 2024
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or Name
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North American Nickel Inc (2)
Symbol NAN
Shares Issued 133,955,745
Close 2022-02-16 C$ 0.58
Market Cap C$ 77,694,332
Recent Sedar Documents

North American Nickel has TSX-V conditional listing OK

2022-07-22 00:19 ET - News Release

Mr. Douglas Ford reports

NORTH AMERICAN NICKEL AND PREMIUM NICKEL RESOURCES PROVIDE AN UPDATE ON BUSINESS COMBINATION, INCLUDING RECEIPT OF CONDITIONAL LISTING APPROVAL OF STOCK EXCHANGE FOR RESULTING ISSUER

Premium Nickel Resources Corp. and North American Nickel Inc. have provided certain corporate updates in respect of their previously announced reverse takeover transaction pursuant to which PNR would go public by way of a reverse takeover. In this news release, references to the resulting issuer are to North American Nickel after the closing of the RTO. As certain directors and officers of North American Nickel are also directors and officers of PNR, the amalgamation agreement (as defined herein) is considered as a non-arm's-length agreement pursuant to the policies of the TSX Venture Exchange.

Transaction particulars

On April 25, 2022, North American Nickel, PNR and 1000178269 Ontario Inc. (North American Nickel Subco), a wholly owned subsidiary of North American Nickel incorporated under the Business Corporations Act (Ontario), entered into an amalgamation agreement, which provides for, among other things, a three-cornered amalgamation, pursuant to which: (i) North American Nickel Subco will amalgamate with PNR under Section 174 of the OBCA to form one corporation; (ii) 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 after giving effect to the consolidation (as defined herein) for each outstanding share of PNR; and (iii) the transactions will result in an RTO of North American Nickel 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. A copy of the amalgamation agreement is available electronically on SEDAR under North American Nickel's issuer profile.

As part of the RTO and subject to any required shareholder and regulatory approvals, North American Nickel will: (i) change its name to Premium Nickel Resources Ltd.; (ii) change its stock exchange ticker symbol to PNRL; and (iii) reconstitute the board of directors and management of the resulting issuer. The outstanding options of PNR immediately prior to the effective time of the RTO will be exchanged and adjusted pursuant to the terms of the amalgamation agreement such that holders thereof will be entitled to acquire, following the closing of the RTO, options of the resulting issuer after giving effect to the exchange ratio, as applicable.

In addition, subject to any required shareholder and regulatory approvals, North American Nickel intends to: (i) consolidate its common shares on the basis of one postconsolidation common share for every five preconsolidation common shares; (ii) continue from under the laws of the Province of British Columbia under the Business Corporations Act (British Columbia) to the laws of the Province of Ontario under the Business Corporations Act (Ontario); and (iii) change the name of the resulting issuer to Premium Nickel Resources Ltd. The consolidation and the continuance are not conditional precedents to the completion of the RTO.

The common shares of North American Nickel will remain halted pending further filings with the exchange. The resulting issuer intends to qualify as a Tier 2 mining company on the exchange. North American Nickel and PNR are also pleased to announce that, earlier today, the exchange granted conditional listing approval of the resulting issuer in respect of the RTO.

No deposit, advance or loan has been made or is to be made in connection with the RTO. On March 3, 2022, North American Nickel extended a loan of $1-million (U.S.) to PNR, bearing an interest rate of 10 per cent per annum, which was repaid by PNR in full on May 6, 2022. Additional information in respect of the loan is provided in the interim financial statements of North American Nickel for the three months ended March 31, 2022, which are available on SEDAR under North American Nickel's issuer profile.

In connection with the RTO, North American Nickel is anticipated to issue approximately 82,157,579 common shares of the resulting issuer (on a postconsolidation basis) in exchange for 77,948,368 outstanding shares of PNR immediately prior to the effective time of the RTO (after giving effect to the exchange ratio). The resulting issuer is expected to be owned approximately: (i) 72.6 per cent by current shareholders of PNR; (ii) 23.7 per cent by the current shareholders of North American Nickel; and (iii) 3.7 per cent by the holders of the subscription receipts of North American Nickel, after giving effect to the RTO.

Completion of the RTO is subject to a number of conditions, including, but not limited to, exchange acceptance and disinterested shareholder approval of North American Nickel shareholders of the RTO. The RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all. The completion of the RTO is also subject to other conditions, including, among other things, ownership by PNR of the rights and title to the Selebi project, shareholder approval by PNR shareholders of the amalgamation, the support agreements (as described under shareholder approvals below) not having been terminated or materially breached, and certain customary conditions precedent for a transaction of this nature.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of North American Nickel should be considered highly speculative.

The full particulars of the RTO, the Selebi project (as defined herein) located in Botswana, which will be the only material property of the resulting issuer, and the business of the resulting issuer will be described in the Form 3D2 (Information Required in a Filing Statement for a Reverse Takeover or Change of Business) prepared in accordance with the policies of the exchange. A copy of the filing statement will be available electronically on SEDAR under North American Nickel's issuer profile in due course.

Shareholder approvals

On June 23, 2022, North American Nickel received shareholder approval in respect of, among other things, the board reconstitution, the continuance and the name change. Full particulars of the matters considered at the North American Nickel meeting and the results of the North American Nickel meeting are described in the management information circular of North American Nickel dated May 16, 2022, and the news release of North American Nickel dated June 23, 2022, respectively, both of which are available electronically on SEDAR under North American Nickel's issuer profile.

In addition, North American Nickel will be seeking approval of the RTO by way of a written consent of at least a majority of its disinterested shareholders pursuant to the policies of the exchange. North American Nickel shares held by Charles Riopel, Keith Morrison and Sarah Wenjia Zhu, all of whom are directors and/or officers of both North American Nickel and PNR, will be excluded from the RTO approval. All of the directors and officers and certain shareholders of North American Nickel, including Sentient Global Resources Fund IV LP and Contemporary Amperex Technology Canada Ltd., representing approximately 52 per cent of the outstanding common shares of North American Nickel, have entered into voting support agreements with PNR in support of the RTO (excluding the interlocked insiders).

In connection with the RTO, PNR also held an annual and special meeting of its shareholders on June 23, 2022, and received approval of its shareholders for, among other things, the amalgamation.

Management and board composition

The board of directors of the resulting issuer is expected to include Mr. Morrison, Mr. Riopel, Sheldon Inwentash, John Hick, Sean Whiteford, John Chisholm and William O'Reilly. Management of the resulting issuer is expected to include Mr. Morrison (chief executive officer), Mark Fedikow (president) and Ms. Zhu (chief financial officer and corporate secretary). In addition, the technical team of the resulting issuer will include Sharon Taylor (chief geophysicist) and Dr. Peter Lightfoot (consulting chief geologist).

The biography for Mr. O'Reilly is provided below. The biographies of the rest of the proposed members of the board of directors and management of the resulting issuer can be found in the circular and the joint news release of North American Nickel and PNR dated April 26, 2022, both of which are available electronically on SEDAR under North American Nickel's issuer profile.

William O'Reilly, director

Mr. O'Reilly is a corporate director. He was managing partner and a member of the management committee of Davies Ward Phillips & Vineberg LLP, a leading Canadian law firm, from 1997 until his retirement from those positions on May 31, 2010. He was a partner of Davies from 1976 to Dec. 31, 2011, except for the period between August, 1993, and January, 1996, when he served as an executive officer of Russel Metals Inc., one of North America's leading metal distribution companies. Mr. O'Reilly has served as a director of Russel Metals since May, 2009, and has at various times served as chair of its nominating and corporate governance committee, its management resources and compensation committee, and its environmental management and health and safety committee.

During his time practising law, Mr. O'Reilly advised individuals and public and privately owned corporations in connection with the purchase and sale of corporations and business operations in a wide variety of industries, including, in particular, the financial service sector, industrial manufacturing and distribution, retail sales, truck transportation, food processing, and oil and gas exploration and development. He acted on behalf of corporate borrowers in secured and unsecured loan transactions, including project financings, and in loan restructurings. He advised underwriters and issuers with respect to the public and private distribution of equity and debt securities and the public distribution of mortgage-backed securities, and he acted as an adviser to senior management, boards of directors, independent committees of boards, and major shareholders of both public and private corporations in connection with a wide range of corporate activities.

In his capacity as managing partner at Davies, Mr. O'Reilly had primary responsibility for a wide range of firm management matters, including firm strategy, delivery of legal services, client relationships, other business development initiatives, lawyer recruitment, regulatory compliance, financial reporting, professional education and partner compensation.

Select financial information

The attached table sets out certain preliminary pro forma financial information for the resulting issuer assuming completion of the RTO. The following information should be read in conjunction with, and is qualified in its entirety by, the pro forma financial statements of the resulting issuer to be included in the filing statement, which will be available in due course on SEDAR under North American Nickel's issuer profile.

The Selebi project

Following the completion of the RTO, it is anticipated that the Selebi and Selebi North nickel-copper-cobalt mines and related infrastructure will be the only material property of the resulting issuer for purposes of National Instrument 43-101 (Standards of Disclosure for Mineral Projects), following the completion of the RTO.

The Selebi project is located in Botswana and consists of a single mining licence No. 2022/1L covering an area of 11,504 hectares located near the town of Selebi Phikwe, approximately 150 kilometres southeast of the city of Francistown, and 410 kilometres northeast of the national capital Gaborone. The Selebi mining licence provides Premium Nickel Resources Pty. Ltd., an indirect wholly owned subsidiary of PNR, the right to carry out care and maintenance and to conduct exploration work from both surface and underground. The deposits in the Selebi project area are categorized as orthomagmatic nickel-copper sulphide-type deposits.

PNR completed the acquisition of Selebi on Jan. 31, 2022. At the closing of the Selebi acquisition, PNR Selebi effected a payment in the aggregate of: (i) $5,178,747 (U.S.), representing amounts mutually agreed to between the parties in respect of PNR's care and maintenance contributions relating to the Selebi project; and (ii) $1.75-million (U.S.) in respect of the upfront purchase price in respect of the Selebi project. In addition, PNR Selebi agreed to certain postclosing contingent milestone payments equal to $55-million (U.S.), with $25-million (U.S.) due upon the approval for renewal of a Section 43 mining licence in respect of the Selebi project on or before Jan. 31, 2026, and $30-million (U.S.) due on the earlier of: (i) commissioning and start of production at the Selebi project; or (ii) or such date that is four years following the Selebi mining licence renewal date.

The Selebi project does not have any known or identified mineral resources or mineral reserves at this time, and neither PNR, nor North American Nickel has undertaken any current mineral resource estimate on the Selebi project. While the Selebi project has historical mineral resource estimates, these are historical in nature and not compliant with National Instrument 43-101. Neither PNR, nor North American Nickel has undertaken work to verify these historical estimates, and such historical resource estimates should not be relied upon. The anticipated work program on the Selebi project for the next 18 months includes, among other things, continuing diamond drilling and establishing a mineral resource on the Selebi project. In addition, the underground infrastructure at the Selebi North mines are expected to be upgraded in support of the underground drilling program and to improve the health and safety at the mine.

In connection with the RTO, North American Nickel will be obtaining a comprehensive valuation report in respect of the Selebi project, which complies with the exchange Appendix 3G (Valuation Standards and Guidelines for Mineral Properties) and the 2019 CIMVAL Code for the Valuation of Mineral Properties.

In accordance with NI 43-101, a technical report for the Selebi project will be filed on SEDAR under North American Nickel's issuer profile in due course, and a summary of the Selebi project and work program will be included in the filing statement.

Update in respect of the Selkirk acquisition

Further to the news release of PNR dated Feb. 14, 2022, PNR, through its wholly owned subsidiary, is in the continuing process of acquiring the Selkirk mines located in Botswana from BCL Ltd. and Trevor Glaum in his capacity as liquidator of BCL. Due to additional time required to finalize the surface rights lease assignment and certain COVID-19-related delays, the closing period for the Selkirk acquisition has been extended, and it is anticipated that the Selkirk acquisition will be completed on or before Aug. 15, 2022.

Qualified person

The scientific and technical content of this news release has been reviewed and approved by Sharon Taylor, who is a qualified person for the purposes of NI 43-101.

About North American Nickel Inc.

North American Nickel is a mineral exploration company with 100-per-cent-owned properties in Maniitsoq, Greenland, and Ontario, Canada. In 2019, North American Nickel became a founding shareholder in PNR to provide direct exposure to Ni-Cu-Co opportunities in the southern African region. Simultaneously, North American Nickel 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 kilometres covering numerous high-grade nickel-copper-plus-cobalt sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland norite belt (GNB). The greater-than-75-kilometre-long belt is situated along, and near, the southwest coast of Greenland and is reachable from the existing Seqi deepwater 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 dike structure. Such geological structures host major Ni-Cu-PGM deposits and producing mines within the Sudbury camp.

North American Nickel acquired 100-per-cent ownership of property near the southern extent of the Lingman Lake greenstone belt in Northwestern Ontario known as Lingman nickel and in the Quetico region near Thunder Bay, Ont. The acquisition of these properties is part of North American Nickel's strategy to develop a pipeline of new nickel projects. North American Nickel is evaluating direct and indirect nickel asset acquisition opportunities globally.

About Premium Nickel Resources Corp.

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 fits 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 its team and its stakeholders.

PNR closed its acquisition of the Selebi project on Jan. 31, 2022. The Selebi project includes 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 was subsequently placed under liquidation in 2017.

The proposed work plan for the Selebi project includes diamond drilling, which is expected to be continuing 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 and safety at Selebi North.

We seek Safe Harbor.

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