16:37:02 EDT Sun 21 Apr 2024
Enter Symbol
or Name
USA
CA



Northwest Copper Corp
Symbol NWST
Shares Issued 190,177,280
Close 2023-08-30 C$ 0.16
Market Cap C$ 30,428,365
Recent Sedar Documents

Northwest Copper says BCSC hearing set for Sept. 12

2023-08-31 09:26 ET - News Release

Mr. Terry Lyons reports

NORTHWEST COPPER ANNOUNCES BC SECURITIES COMMISSION HEARING ON ALLEGATIONS THAT ACTIVIST GROUP VIOLATED SECURITIES LAWS

The British Columbia Securities Commission (BCSC) has scheduled a two-day hearing starting on Sept. 12, 2023, regarding Northwest Copper Corp.'s previously disclosed application alleging that Grant Sawiak, John Kimmel and Tony Ianno (the activist group) failed to make disclosures required by securities laws. The full text of Northwest's application, posted to the BCSC website, is available on-line.

The company is considering the implications of the timing for the hearing on the meeting and proxy cut-off dates, and anticipates a short postponement of the upcoming annual meeting of the company's shareholders in order to permit shareholders to take into account the outcome of the hearing when voting.

Alleged concealment of joint-actor status

Northwest's application to the BCSC is for relief related to the alleged actions of the activist group. The application alleges, among other things, that the activist group potentially failed to properly disclose joint-actor status in connection with this year's meeting. Northwest also believes the activist group might attempt a no-premium take-private plan if its nominees were elected.

The company believes that the activist group is acting to serve its own interests at the cost of all other shareholders, and poses a threat to the value of shareholders' investment in Northwest. Failure to disclose joint-actor relationships may deprive shareholders of information required to make the right decision about their investment. Shareholders are entitled to know the activist group's true motives behind its efforts to install a new slate of directors.

Northwest's board is best positioned to guide the company

Northwest's capable board is in the best position to guide the company's future growth potential. Despite the unnecessary cost of this proxy fight, Northwest's focus remains on its core business.

The credentials, or lack thereof, of the activist group's nominees are detailed in the management information circular and showcases the risk they pose to Northwest. The activist group has confirmed that it intends to use company funds to reimburse themselves for this costly campaign. This could derail the company's focus on exploring, advancing and enhancing the value of its large portfolio of projects in British Columbia, including the Kwanika-Stardust project, the Lorraine project and the East Niv project. This is in addition to impacting the company's ability to raise funds. Northwest has deferred part of a planned 2023 field exploration program, and will likely be required to defer the entire planned program.

Northwest, which has already received strong indications of support from investors, urges all shareholders to take action to protect themselves from the activist group. The election result is not certain until all votes are counted. Every vote is important. All shareholders should use only the blue proxy to vote immediately for Northwest's nominees.

Shareholders who are rightly concerned about their investment in Northwest 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 ProtectNWST website, as well as on SEDAR+ and on the company's website. These materials were also mailed to shareholders along with a blue form of proxy or voting instruction form.

The current 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.

Vote to protect your investment.

The future of Northwest 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 VIF (voter instruction form).
  2. Vote on-line:
    1. Registered shareholders, vote on the Odyssey Trust website;
    2. Non-registered shareholders, vote on the Proxy Vote website.

Do not wait -- take action now.

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

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

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

We seek Safe Harbor.

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