16:40:35 EDT Sun 21 Apr 2024
Enter Symbol
or Name

Northwest Copper Corp
Symbol NWST
Shares Issued 190,177,280
Close 2023-09-06 C$ 0.17
Market Cap C$ 32,330,138
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Northwest Copper receives ISS nod for board nominees

2023-09-07 10:22 ET - News Release

Mr. Terry Lyons reports


Northwest Copper Corp. (NWST) has received unequivocal support for Northwest's slate of seven director nominees on the blue proxy from the proxy adviser Institutional Shareholder Services Inc. (ISS). The company thanks its shareholders for the strong voting support that the incumbent directors have received so far.

Northwest also provided an update on the timing for the annual general meeting of the company's shareholders and disclosed an equity compensation grant for its recently appointed chair, Terry Lyons. Further, Northwest advised that the activist group unsuccessfully attempted to recruit Northwest's chair, and Northwest's interim president and chief executive officer. Both will resign if the activist group's slate of nominees is elected.

ISS recommends that shareholders vote for the incumbent board and all management proposals

ISS, which is recognized as a leading independent proxy voting and corporate governance advisory firm in both Canada and the United States, recommends that shareholders vote for the incumbent board and all management proposals. In a detailed, 21-page report, ISS concludes that the activist group "has not made a compelling case that board change is necessary at this time." Among other things, ISS noted that:

  • "The members of the incumbent board and management have an established track record of completing equity financings, and have held executive and board roles at minerals companies much larger than NWST."
  • The activist group's nominees, "whether considered collectively or individually, do not appear to provide skills or experience that would augment the incumbent board or fill a skills deficiency."
  • "Measured and indicated, and inferred, resources have both grown significantly since the merger between Sun Metals Corp. and Serengeti Resources Inc. on March 5, 2021. The company's postmerger total shareholder return results do not seem to suggest a clear and present need for change when considering the level of underperformance versus the company's operational results, taken together with the volatility and liquidity issues inherent to junior minerals issuers."

Northwest urges shareholders to vote the blue proxy as recommended by ISS. ISS's analysis and recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and fiduciaries throughout North America. ISS's independent recommendations, based on a careful review of the facts and arguments made by both sides, are intended to assist shareholders in making choices regarding proxy voting decisions.

Meeting rescheduled due to British Columbia Securities Commission hearing

Further to the company's news release of Aug. 31, 2023, Northwest's meeting has been rescheduled by a week to 10 a.m. (Vancouver time) on Sept. 26, 2023, to follow governance best practices by allowing for some separation from the hearing by the British Columbia Securities Commission (BCSC) on Northwest's allegations that the activist group failed to make disclosures required by securities laws. The full text of Northwest's application and allegations, posted to the BCSC website, is available on-line.

Northwest disclosed last week that the BCSC scheduled a two-day hearing starting on Sept. 12, 2023, in connection with the company's application, and that the timing of the hearing might require a short postponement of the meeting. Northwest expects that the BCSC will issue its decision on or around Sept. 14, 2023, approximately one day after the conclusion of the hearing.

With the new meeting date of Sept. 26, 2023, the corresponding cut-off for voting by proxy will be 10 a.m. (Vancouver time) on Sept. 22, 2023. The original voting cut-off date would not have provided shareholders with sufficient time to fully consider the results of the hearing.

Shareholders who have already submitted their vote will not need to vote again, as previously voted shares will still be counted.

Equity compensation for Mr. Lyons

On Sept. 6, 2023, the board granted 400,000 stock options and 300,000 deferred share units (DSUs) to Mr. Lyons in connection with his appointment in August as chair of the board. He has agreed to waive any cash compensation for serving in this role.

The stock options have an exercise price of 20 cents, which is a premium of approximately 18 per cent to the closing price of Northwest's shares on Sept. 6, 2023. The stock options vest upon grant and expire on Sept. 6, 2028. The DSUs also vest upon grant and are payable in common shares of the company upon the holder ceasing to be a director of the company.

Activist group attempted to recruit Mr. Lyons and David Moore

Northwest advises shareholders that the activist group attempted to recruit Mr. Lyons, Northwest's chair, and Mr. Moore, Northwest's interim president, CEO and director. Even though the two Northwest directors are clearly acceptable to the activist group, it has refused to negotiate with the company, and appears focused on destroying shareholder value by launching and continuing the proxy fight.

Mr. Lyons, who joined the refreshed board in August, and Mr. Moore, who rejoined the refreshed board in May, will both resign as directors if the activist group's nominees are elected. Neither will Mr. Moore continue to lead Northwest's management team. Northwest reminds shareholders that the activist group has not named anyone to manage the company if the activist group's nominees are elected.

Vote blue -- every vote counts

Northwest urges shareholders to vote only the blue proxy for northwest's seven director nominees, all of whom are shareholders. Vote for Northwest's refreshed board, its strengthened executive team and its strategic action plan designed to advance Northwest's mineral assets without delay.

Instructions to vote blue

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:

  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.

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. Visit the ProtectNWST website for more information.

Vote blue to protect your investment in Northwest.

We seek Safe Harbor.

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