18:02:45 EDT Mon 22 Apr 2024
Enter Symbol
or Name

Northwest Copper Corp
Symbol NWST
Shares Issued 190,177,280
Close 2023-08-28 C$ 0.165
Market Cap C$ 31,379,251
Recent Sedar Documents

Northwest Copper says dissident "silent" on issues

2023-08-28 09:15 ET - News Release

Mr. Peter Lekich reports


Northwest Copper Corp. has warned shareholders that an activist group has remained silent on key issues and refuses to address concerns about its plans for Northwest, its management team and the record of its nominees. Shareholders are encouraged to read the company's management information circular issued on Aug. 21, 2023. It outlines reasons to support the board and management team's strategy for growth at Northwest. Northwest's record and plan stand in contrast to the activist group's silence on these five key issues:

  1. The Northwest board has a clear action plan. The activist group's plan is short on details.
  2. The Northwest board has a qualified management team. The activist group has no identified management team.
  3. The Northwest board and management have relationships with local communities and first nations; the activist group does not.
  4. The Northwest board has strong share ownership and relevant experience; the activist group's proposed nominees do not.
  5. The activist group is alleged to be working with an OSC-sanctioned (Ontario Securities Commission) investor but has not disclosed this relationship.

1. Northwest board's clear value creation plan versus the activist group's expense reimbursement plan

Under the guidance of a strong board and renewed leadership team, Northwest is uniquely positioned to pursue the right strategic plan:

  • Drill test high-potential, near-surface exploration targets at Kwanika-Stardust and Lorraine;
  • Evaluate the potential for combining Lorraine with Kwanika-Stardust into a longer-life project with shared infrastructure and improved economics;
  • Advancing 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 record of engagement and collaboration with first nations, which are critical to advancing exploration and mining projects in British Columbia.

In stark contrast, the activist group says it will hire external advisers to help assess the situation without disclosing how long that will take, what it will cost, what it hopes to accomplish or how the cost will be covered. After that, the activist group will look for additional directors with experience. Shareholders have not been told how long that will take, who those new directors might be and what credentials they will have.

However, the activist group is very forthcoming about one of its plans. The activist group has stated that, if elected, it intends to use the company's treasury to reimburse itself for its proxy fight expenses. This could amount to hundreds of thousands of dollars, money that would be better used to finance strategic growth.

The activist group's intent to outsource and reimburse could derail the company's focus on exploring and enhancing the value of the company's large portfolio of projects in British Columbia, including Kwanika-Stardust, Lorraine and East Niv, and could also impact the confidence and trust the company continues to build with first nations to conduct work in an environmentally and culturally respectful manner.

The disruptive actions of the activist group are already damaging the company's ability to raise funds and build value for shareholders and local communities. Northwest has already been forced to defer part of a planned 2023 field exploration program and will likely be required to defer the entire planned program.

2. A highly qualified management team versus no management team

Northwest has a highly qualified management team led by David Moore, interim president, chief executive officer and director. He was president and chief executive officer of Northwest's predecessor, Serengeti Resources, from 2004 until the launch of Northwest in 2021. He has deep experience and knowledge of Northwest's projects and was recognized by AMEBC (Association for Mineral Exploration British Columbia) as the 2010 prospector of the year for the Kwanika discovery.

Shareholders should be aware that Mr. Moore has not given his consent to be included on the activist group's slate. If the activist group's nominees are elected, Mr. Moore does not intend to remain on the board or to lead the company's management. The activist group has not named anyone to replace Mr. Moore or any other member of Northwest's management team.

3: Deep relationships with local communities versus no relationships

The company continues to prioritize engagement with first nations and local communities to ensure its work is conducted in an environmentally and culturally respectful manner and to provide employment and economic opportunities through the various exploration stages.

Over the past 2.5 years, the Northwest team has focused on strengthening relationships and building its understanding of the nations' longer-term economic, traditional land use, environmental and cultural interests. To encourage two-way dialogue, Northwest has improved the frequency of the company's engagement and quality of communication materials. The team also negotiated four new exploration agreements and implemented existing ones contributing to the local economies through contracting and employment.

In British Columbia and Canada, the involvement of first nations and their support to advance a project to an environmental assessment is a requirement under new legislation. Relationships centred on respect and trust are critical to the future of Northwest. These relationships take time to build and cannot be transactionally transferred.

4. Northwest board's strong ownership and relevant experience versus negligible ownership and no experience or the wrong experience

All seven members of Northwest's incumbent board have been nominated by the company to continue as directors. All of them own shares. Collectively, they own more than 10 million shares, or 5.3 per cent of Northwest's issued and outstanding shares.

In contrast, the six activist group nominees collectively own just 0.4 per cent of Northwest's shares, and all of those shares are held by just one activist group nominee. The other five activist group nominees do not own any Northwest shares. None of their personal wealth is at risk. The board of Northwest is a team with deep and relevant experience in discovering, developing and operating large copper-gold porphyry deposits in British Columbia. This includes the Kemess mine, located just 50 kilometres from Northwest's East Niv property. Kemess, a copper-gold porphyry deposit with similar geological characteristics to Northwest's projects, was sold to Aurico Gold (now Alamos) for $1.46-billion.

In contrast, two of the six activist group nominees have no disclosed experience of any kind as directors of public companies or in mining. The other four have the wrong experience, with massive value destruction during their board tenures in the following mining and metals companies:

  • Grant Sawiak -- loss of 85 per cent at Terra Nova Gold Corp.;
  • Braam Jonker -- loss of 99.95 per cent at CoTec Holdings Corp. (formerly Eastcoal Inc.);
  • John Theobald -- loss of 98 per cent at Highcliff Metals Corp.;
  • Jim Steel -- loss of 89 per cent at Strata Minerals Inc.

5. The activist group's undisclosed, OSC-sanctioned alleged joint actor

The activist group has refused to confirm or deny that it is acting jointly with Tony Ianno, who 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.

Northwest believes that Mr. Ianno is part of the activist group and has filed a complaint with the British Columbia Securities Commission about this undisclosed relationship. 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.

Do not rely on the activist group's empty promise of transparency. As a consequence of the activist group's lack of disclosure, shareholders and the market do not have information they are entitled to have regarding the activist group's relationships and intentions.

Instructions to vote blue

Northwest urges shareholders to vote only the blue proxy for Northwest's seven director nominees, all of whom are shareholders. Northwest's board, led by a new board chair and its strengthened executive team, is ready to execute against a strong strategic plan designed to advance Northwest's mineral assets.

Votes will be counted at the annual meeting of the company's shareholders, scheduled for Sept. 19, 2023. 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.

Every vote is important. 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:

  • To vote for, vote the blue proxy; follow the instructions on the blue proxy or VIF (voting instruction form);
  • Vote on-line:
    • Registered shareholders -- on the Odyssey Trust website;
    • Non-registered shareholders -- on the Proxy Vote website.

Northwest 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 North America), or by e-mail at contactus@kingsdaleadvisors.com for more information.

Just few more days to go -- vote today.

Vote only the blue proxy to protect your investment in Northwest.

We seek Safe Harbor.

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