19:06:31 EDT Mon 22 Apr 2024
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Northwest Copper Corp
Symbol NWST
Shares Issued 190,177,280
Close 2023-08-24 C$ 0.17
Market Cap C$ 32,330,138
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Northwest Copper alleges activists' disclosure failure

2023-08-24 17:11 ET - News Release

Mr. David Moore reports

NORTHWEST COPPER FILES APPLICATION ALLEGING ACTIVIST GROUP VIOLATED SECURITIES LAWS

Northwest Copper Corp. has filed an application with the B.C. Securities Commission alleging certain failures of Grant Sawiak, John Kimmel and Tony Ianno to make disclosures required by securities laws. The company believes that the activist group is acting to serve its own best interests at the cost of all other shareholders and poses a threat to the value of shareholders' investment in Northwest Copper.

Northwest Copper is guided by a capable board of directors with a successful record. Over the past 12 months, the company has refreshed both the board and management team to guide the company's future growth potential. A new interim chief executive officer and vice-president, exploration, have been appointed to accelerate operational efforts. Despite the unnecessary cost of this proxy fight, Northwest Copper's focus remains on its core business and day-to-day operations.

Application against activist group

The application alleges, among other things, that the activist group failed to properly disclose joint actor status in connection with this year's annual general meeting of shareholders. Instead of complying with the early warning reporting regime, the company believes that the activist group has decided that Mr. Sawiak will serve as the public face of its efforts to replace the company's board to conceal the identities of the rest of the activist group.

Most notably, the company believes that Mr. Ianno is part of the activist group. Mr. Ianno has a history of securities law violations and previously admitted to conduct contrary to the public interest. As a consequence of the activist group's lack of disclosure, neither shareholders nor the market has the information they are entitled to have regarding the activist group's relationships and intentions.

When confronted with the company's belief that Mr. Sawiak is acting jointly with Mr. Kimmel and Mr. Ianno, Mr. Sawiak has refused to either confirm or deny the company's allegations, but recently admitted that Mr. Kimmel is financing his efforts to replace the company's board.

Any failure to disclose joint actor relationships deprives shareholders of information required to make the right decision about their investment. Shareholders are entitled to know who is behind efforts to install a new slate of directors.

The credentials, or lack thereof, of the activist group's nominees are detailed in the company's management information circular and showcase the risk they pose to Northwest Copper. The activist group has confirmed that it intends to use company funds to reimburse itself for this costly campaign. This could derail the company's focus on exploring and enhancing the value of its large portfolio of projects in British Columbia, including Kwanika-Stardust, Lorraine and East Niv, and may also impact the confidence and trust the company continues to build with first nations to conduct its work in an environmentally and culturally respectful manner. The actions of the activist group are impacting the company's ability to raise funds and build value for shareholders and local communities. Northwest Copper has already deferred part of a planned 2023 field exploration program and will likely be required to defer the whole planned program.

Shareholders who are rightly concerned about their investment in Northwest Copper and are looking for a complete explanation are urged to carefully review the company's letter to shareholders and circular, which can be found on the protect Northwest Copper website, as well as on SEDAR+ and on the company's website. Shareholders will receive these materials by mail, along with a blue form of proxy or voting instruction form.

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.

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's how:

  1. To vote for, vote the blue proxy. Follow the instructions on the blue proxy or VIF.
  2. Registered shareholders and non-registered shareholders may vote on-line.

Do not wait. Take action now.

Vote only on the blue proxy, and protect your investment today.

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. To keep current with and obtain information about voting your shares, please visit the protect Northwest Copper website.

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

We seek Safe Harbor.

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