17:50:12 EDT Sun 21 Apr 2024
Enter Symbol
or Name

Northwest Copper Corp
Symbol NWST
Shares Issued 190,177,280
Close 2023-08-21 C$ 0.17
Market Cap C$ 32,330,138
Recent Sedar Documents

Northwest Copper urges vote for management nominees

2023-08-21 17:11 ET - News Release

Mr. David Moore reports


Northwest Copper Corp. has issued a letter to shareholders and has filed a management information circular for the company's coming annual meeting of the company's shareholders.

The letter to shareholders and circular offer compelling reasons why shareholders should vote for the election of the company's seven nominees for the board of directors and details regarding the threat that an activist group poses to the value of shareholders' investment in Northwest Copper.

Shareholders are urged to review the letter to shareholders and circular and then vote only the blue proxy for Northwest Copper's director nominees.

Northwest Copper appreciates the support it has received from shareholders who invested in the company for its potential to play a role in supplying future demand for the critical minerals needed to supply a cleaner future. Northwest Copper's refreshed board, led by a new board chair, and its strengthened executive team are ready to execute against a strong strategic plan designed to deliver shareholder returns.

But shareholders should be aware that:

  • Northwest Copper's strategic plan, which involves a new exploration and drilling program, has been put at risk by the activist group.
  • The activist group has a record of value destruction, and has promised more delays and more reviews by expensive consultants.

Do not put your investment in jeopardy. Time is short. Shareholders are urged to act today.

The proxy voting deadline is 10 a.m. Vancouver time on Sept. 15, 2023, or, if the meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays or statutory holidays in British Columbia) prior to the time and date to which the meeting is adjourned or postponed. The meeting is scheduled for Sept. 19, 2023, at the offices of Cassels, Brock & Blackwell LLP, Suite 2200, HSBC Building, 885 West Georgia St., Vancouver, B.C., V6C 3E8.

The letter to shareholders and circular, which can be found on SEDAR+ and the company's website, are being mailed to the company's shareholders along with a blue form of proxy.

Shareholders with questions about how to vote their Northwest Copper common shares should contact Kingsdale Advisors by calling 1-888-518-1565 (toll-free in North America), calling or texting 1-647-251-9704 (collect call outside of North America), or e-mailing contactus@kingsdaleadvisors.com for more information. To keep current with and obtain information about voting your Northwest Copper shares, please visit the protect Northwest Copper website.

Below is the letter to shareholders

"Vote for Northwest Copper's director nominees

"Dear fellow shareholders:

"You have an important decision to make. It will affect the value of your investment in Northwest Copper.

"You may be contacted by an activist group as it seeks to dramatically change the composition of the board of directors and take your company in the wrong direction. Do not be taken in. Additionally, certain members of the activist group have told the Northwest Copper board that they support certain members of our board, including the newly appointed chair. However, your Northwest Copper board and management, each as currently constituted, have been built with purpose and are a team. The election of even one activist group nominee would disrupt the company's progress.

"Before voting your shares, we strongly encourage you to read the accompanying management information circular to ensure you make the right choice. Your choice is important to the future of the company. Please stick with the board that shareholders can trust to build value. Vote the blue proxy for all of the company's director nominees and support a first-class team.

"This is a critical time for the company.

"Recent developments

"Over the last eight months, Northwest Copper has embarked on a strategic path to accelerate growth and to protect and enhance shareholder value. This includes making changes to the board as part of continuing board renewal, hiring a new interim president and chief executive officer and appointing principal geologist Tyler Caswell as vice-president, exploration.

"In this short period, the company has reported advancements made on the 100-per-cent-owned Kwanika-Stardust project, as well as on strong copper, gold and silver drill results from the Lorraine project, and has plans to expand mineralization.

"By consolidating ownership of the Kwanika, Stardust and Lorraine mining camps, Northwest Copper now owns 100 per cent of all three of these highly prospective properties, providing the potential opportunity for an integrated project with shared infrastructure. As of earlier this year, the company published two technical reports underpinning a significant increase in aggregate reported resources. Northwest Copper has over 1.5 billion pounds of copper equivalent of measured and indicated resources and over 850 million pounds of inferred resources across its portfolio. With these changes, Northwest Copper currently has the right team and the right opportunities in place, is aligned with shareholders, and is well positioned for a better future.

"Building on progress made in 2022

"During a volatile 2022, the company took pro-active steps to enhance and protect shareholder value. These actions are already bearing fruit, as demonstrated in the announcements made over the last eight months. These include:

  • "Positive preliminary economic assessment on the 100-per-cent-owned Kwanika-Stardust project;
  • "Reported 41.2 metres of 3.20 per cent copper equivalent at Stardust from drilling in the 421 zone;
  • "Reported 400 metres of 1.01 per cent copper equivalent at Kwanika, including a gold-rich zone of 151 metres of 1.55 g/t gold;
  • "Reported strong copper, gold and silver drill results from the Lorraine project expanding mineralization;
  • "Worked collaboratively and respectfully with four first nations -- negotiating four new exploration agreements in 2022 and implementing existing agreements, which contributed to the economic, environmental and cultural interests of the local communities;
  • "Demonstrated the company's commitment to sustainability and environmental, social and governance practices by publishing our foundational ESG 2021 report in fourth quarter 2022.

"A clear plan

"Under the guidance of an incumbent, refreshed board and renewed leadership team, Northwest Copper is uniquely positioned to pursue a strategic plan to advance the company's assets and increase shareholder value. Highlights from our strategic plans, which have already garnered interest from institutional investors, are:

  • "Drill test high-potential near-surface exploration targets at Kwanika-Stardust and Lorraine;
  • "Evaluate the potential for combining Lorraine with Kwanika-Stardust into a larger project with shared infrastructure;
  • "Derisk exploration at East Niv by seeking to leverage capital from a strategic partner and continue to seek accretive deals for the company's other non-core assets;
  • "Continue to build on the solid record of engagement and collaboration with first nations that is critical to advancing exploration and mining projects in British Columbia.

"A qualified team

"Northwest Copper is led by a highly qualified team with deep experience in discovering and developing large copper-gold porphyry deposits in British Columbia. Biographies of the full board are included at the end of this letter. Relevant experience in British Columbia copper/gold deposits is as follows.

"Terrence (Terry) Lyons, chair, the former chair of Northgate Minerals, operator of the Kemess mine, which is located approximately 50 kilometres north of Northwest Copper's East Niv property. Kemess is a copper-gold porphyry deposit, with similar geological characteristics to Northwest Copper's projects and was sold to Aurico Gold (now Alamos) for $1.46-billion.

"David Moore, interim president, chief executive officer and director, is past president and CEO of Serengeti Resources from 2004 until the launch of Northwest Copper in 2021. He has deep experience and knowledge of Northwest Copper's projects and was recognized by AMEBC as the 2010 prospector of the year for the Kwanika discovery.

"David Smith, director, has extensive experience in British Columbia, including the exploration, operations and ultimate sale of the Gibraltar, Endako and Brucejack mines and the purchase of the Copper Mountain mine.

"Rick Bailes, director, was involved in the exploration and delineation of the GJ copper/gold deposit in northwest British Columbia, now owned by Newcrest. He wrote his master's thesis on the Mount Polley copper/gold porphyry in central B.C.

"Jim Lang, chief geoscientist, was involved in major discoveries of greater than five billion tonnes of copper-gold mineralization at Pebble East (Alaska) and Xietongmen (Tibet), and was the geological lead on several successful preliminary economic assessment, prefeasibility study and bankable feasibility studies of development-stage projects.

"The extensive experience of our board and senior leadership team is much more likely to attract a top-calibre permanent CEO. The activist group and its nominees are relatively unknown and inexperienced in the mining industry in Canada, and will likely struggle to attract and retain top talent.

"Activist group poses a significant risk to growth and the value of your investment

"At this crucial juncture in the company's journey, Grant Sawiak and John Kimmel have launched a needless and costly attack on the company and its board. Their unnecessary proxy fight is, in reality, a self-serving exercise that comes at the expense of all other shareholders.

"Northwest Copper's board has worked hard to reach a compromise that would have avoided this expensive and unnecessary proxy fight. For nearly two months, starting in June, the board negotiated in good faith with an activist nominee who owns no shares and with Mr. Kimmel. This evolved into advanced talks between the counsels for both parties.

"Four things you must know about the activist group and its behaviour:

  1. "The activist group's slate for the board is unqualified and would derail the progress made by, and future plans for, the company. The activist group's nominees have:
    • "Insufficient and inadequate mineral exploration experience in British Columbia;
    • "No apparent experience with or understanding of B.C. copper deposits and, in particular, no engagement with the critical local community and first nations surrounding the projects; those relationships have been built on trust of the current board and management and risk becoming completely undone;
    • "No management team and no business plan, other than to hire advisers to help assess the situation and then look for additional directors with experience; it is unclear who will lead the company;
  2. "Mr. Sawiak, who is the face of the activist group, has not been a director or officer of a public company for the past six years; prior to that, he was a director at Ellipsiz Communications Ltd., during which time the company lost 70 per cent of its value; he was corporate secretary of Thistle Mining Inc., a company that was delisted from the Toronto Stock Exchange and filed for protection from creditors under Canada's Companies' Creditors Arrangement Act; he was a director at Terra Nova Gold Corp., when the company lost 85 per cent of its value before it became insolvent and was delisted from the TSX Venture Exchange;
  3. "The board understands and is concerned that Tony Ianno is working with the activist group; Mr. Ianno previously entered into a settlement with the Ontario Securities Commission and admitted to conduct that is contrary to the public interest in connection with Covalon Technologies Ltd.; under the settlement, Mr. Ianno made a payment of $100,000, was banned from trading securities (subject to certain exceptions) for a period of five years, and was prohibited from becoming an officer or director of a public company for a period of five years;
  4. "The activist group, if elected, intends to use company money to reimburse itself for what could be hundreds of thousands of dollars in expenses that it incurred in this proxy fight, money that would be better used to finance strategic growth if the company's nominees are elected.

"These circumstances and behaviours of the activist group and its nominees lead us to a serious lack of confidence in their ability to transparently and effectively govern a public company. It is important for shareholders to understand that the activist group's interests are not aligned with your interests. If anything, the activist group poses a significant risk to the future of the company and might well be using this situation that it has created to attempt to take Northwest Copper private at a discount to its full value.

"Our vision at Northwest Copper

"Northwest Copper's nominees are individuals capable of ensuring that the company's growth plans remain on track. Their collective expertise spans governance, financial acumen, profound knowledge of capital markets, and an intimate understanding of both the B.C. mining industry and the copper markets.

"The newly rejuvenated Northwest Copper board is fully committed to advancing the company's transformation and maximizing and protecting shareholder value. Northwest Copper board's nominees possess the necessary technical experience to advance mineral assets, community engagement experience to develop relationships with first nations in B.C. and the specialized knowledge required for B.C. copper deposits.

"The company has developed a strategic plan, and the board's nominees are uniquely positioned to strike the right balance of continuity to bring this plan to fruition.

"The board's seven highly qualified director nominees include Mr. Moore, recently appointed interim president and chief executive officer. It also includes Mr. Lyons, recently appointed as the chair of the board. Together, these appointments allow us to continue to build on our significant achievements and tradition of strong leadership.

"We are grateful to former chair Dr. Mark O'Dea for his role in co-founding Northwest Copper in 2021, and wish him well in his retirement. He has informed the board that he intends to vote his shares for Northwest Copper's nominees.

"Vote the blue proxy for people with the right expertise -- a board you can trust."

Full director biographies

Terrence (Terry) Lyons, BASc, MBA, ICD.D:

  • Over 46 years in development, financing and management of natural resource, manufacturing, real estate, and merchant banking companies;
  • Background in corporate restructuring and member of the Institute of Corporate Directors;
  • Lead director and chair of the audit committee of Canaccord Genuity Group Inc., Canada's largest independent investment dealer;
  • Director and chair of the audit committee of Martinrea International Inc. (major auto part manufacturer);
  • Former managing partner of Brookfield Asset Management, one of the world's largest alternative investment management companies;
  • Former vice-chair of Battle Mountain Gold (acquired for $800-million by Newmont Corp., one of the world's largest gold producers);
  • Former chair of Northgate Minerals' operator of the Kemess mine (approximately 50 kilometres north of Northwest Copper's East Niv property) sold to Aurico Gold (now Alamos) for $1.46-billion;
  • Former chair of Polaris Materials sold to Vulcan Materials;
  • Past chairman of the Mining Association of B.C., past co-chairman of the B.C. Business Hall of Fame, past governor and member of the executive committee of the B.C. Business Council, past governor of the Olympic Foundation of Canada, and former chairman of Sport B.C.;
  • In 2007, awarded the Inco medal by the Canadian Institute of Mining and Metallurgy for distinguished service to the mining industry.

David Moore, BSc, MSc, PGeo:

  • Served as a technical adviser to Northwest Copper;
  • Former president and chief executive officer of predecessor company Serengeti Resources from 2004 until launch of Northwest Copper in 2021;
  • Raised over $60-million in exploration funds and discovered two significant copper deposits;
  • Recognized by AMEBC as the 2010 prospector of the year award for the Kwanika discovery;
  • 30-year career with Teck Resources and associated companies, where he participated in the discovery and delineation of mineral deposits in several countries, including the giant Red Dog zinc mine in Alaska.

David Smith, BSc, ICD.D:

  • Corporate director with a career in both finance and the mining sector;
  • Director of Iamgold Corp. and Hudbay Minerals Inc.;
  • Previously served as a director of four other mining companies, three of which were profitably sold during his tenure; these were:
    • Pretium Resources Inc., a B.C. gold producer acquired by Newcrest Mining in 2022 for $3.5-billion;
    • Nevsun Resources Ltd., an international mining company acquired by Zijin Mining Group Ltd. in 2019 for $1.9-billion;
    • Dominion Diamonds Corp., a Canadian diamond miner acquired by the Washington Companies in 2017 for $1.45-billion;
  • Former chief financial officer and executive vice-president of Finning International Inc., a major supplier to the mining industry;
  • Former CFO and vice-president of Ballard Power Systems Inc.;
  • Former senior executive of Placer Dome Inc. (now Barrick Gold);
  • Previously served on the boards of multiple public mining companies.

Teodora Dechev, BASc, MBA, PEng, ICD.D:

  • CEO of Mundoro Capital Inc. since 2009, a company focused on copper exploration in Europe and Arizona, United States; former CFO of Mundoro between 2006 and 2009;
  • Has negotiated, completed and managed joint ventures with various senior miners, including: First Quantum, Freeport-McMoRan, Vale, Jogmec, Kinross and BHP;
  • Former vice-president in investment banking at a bank-owned investment dealer completing initial public offerings and merger-and-acquisition mandates;
  • Former institutional equity research analyst at a Toronto independent investment dealer, providing research coverage for exploration and mining companies; and investment banker at bank-owned investment dealers, during which time she completed and participated in financings for over $500-million to finance companies at various stages of exploration, development and production;
  • Formerly traded commodities contracts in copper, gold and silver for a private company.

Richard Bailes, BSc, MSc:

  • Consulting geologist with R.J. Bailes and Associates;
  • Director of Sun Metals through the merger with Serengeti Resources and launch of Northwest Copper in 2021;
  • Director of True Gold Mining, which put the Karma gold deposit into production prior to its takeover by Endeavour Mining in 2016;
  • Former president, chief executive officer and director of Canadian Gold Hunter Corp., which developed the GJ copper/gold deposit in northwest B.C., now owned by Newcrest;
  • Former director of Champion Resources/Red Back Mining Inc., which was taken over by Kinross Gold in 2010;
  • Published a number of papers on economic geology, including a master's thesis on the Mount Polley copper/gold porphyry in central B.C.;
  • Bachelor's degree in geology from McGill University and a master's degree in geology from the University of Manitoba.

Lewis V. Lawrick, BComm:

  • President and CEO of Magna Terra Minerals Inc., a TSX Venture Exchange-listed precious metal exploration company;
  • Managing director of Thorsen-Fordyce Merchant Capital Inc., a private Toronto-based merchant bank focused principally on the mineral industry;
  • Founder and current director of Signal Gold Inc. (formerly Anaconda Mining Inc.) after merging his private company with Anaconda Gold Corp. in 2007; former president and CEO of Anaconda until 2010;
  • Founding director of Volta Resources Inc. -- acquired by B2 Gold Corp.;
  • Founding director of Franconia Minerals Inc. -- acquired by Duluth Metals;
  • Director of Normabec Mining Resources -- acquired by First Majestic Silver.

Sean Tetzlaff, BComm, CPA, CA:

  • Experience in financial, legal and operational matters of exploration-, development- and production-stage mining companies;
  • Former CFO, vice-president, finance, and corporate secretary of Fronteer Gold Corp., which was acquired by Newmont for approximately $2.3-billion;
  • Successful execution of numerous equity investments, asset divestitures and M&A transactions;
  • Former CFO and corporate secretary of Pure Gold Mining;
  • Chartered professional accountant; completed the CPA Canada in-depth tax program.

Vote to protect your investment.

The future of Northwest Copper is at stake. As an owner, you have a chance to take control and have your say about the direction of your investment.

Even if you have never voted before and no matter how many shares you own, becoming a voter is fast and easy.

Here is how:

  1. To vote for, vote the blue proxy. Follow the instructions on the blue proxy or voting instruction form.
  2. Vote on-line:
    1. Registered shareholders;
    2. Non-registered shareholders.

Northwest Copper 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 of North America), or e-mailing contactus@kingsdaleadvisors.com for more information.

The company encourages you to read the circular published today. The circular outlines reasons why you should support the refreshed board and the team's strategy for growth at Northwest Copper.

Do not wait. Take action. Vote for the blue proxy, and protect your investment today.

We seek Safe Harbor.

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