17:55:37 EDT Sun 21 Apr 2024
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Northwest Copper Corp
Symbol NWST
Shares Issued 190,177,280
Close 2023-09-19 C$ 0.175
Market Cap C$ 33,281,024
Recent Sedar Documents

Northwest Copper talks up new board of directors

2023-09-19 09:36 ET - News Release

Mr. David Moore reports

DON'T MISS THE OPPORTUNITY FOR NORTHWEST SHAREHOLDERS TO PROTECT THEIR INVESTMENT: VOTE BLUE TODAY

Northwest Copper Corp. has reminded shareholders to vote only on the blue proxy for Northwest's refreshed board to protect their investment from an activist group with a history of destroying shareholder value. Shareholders are encouraged to vote immediately for Northwest's seven highly capable and experienced directors before the 10 a.m. Vancouver time deadline on Friday, Sept. 22, 2023.

Northwest expects a record-high turnout at the coming annual meeting of shareholders and thanks its shareholders for the strong support already received. The board encourages those who are yet to vote not to delay any further. Every vote continues to count.

Northwest's refreshed board of directors has a well-documented record of successfully executing equity financings, alongside extensive experience in executive and board positions within minerals companies significantly larger than Northwest. The Northwest directors possess the necessary technical experience and specialized geological knowledge of British Columbia copper deposits to advance the company's mineral assets. This experience includes the Kemess mine, located just 50 kilometres from the company'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. They also have the knowledge and understanding of the cultural and environmental landscape important to building strong and respectful working relationships and partnerships with first nations and local communities of interest.

This stands in stark contrast to the activist group nominees, who have a history of negative shareholder returns and no clear plan to advance Northwest, thereby putting shareholder investments at risk. Since the outset, shareholders have been asking legitimate questions regarding what the activist group's plan is with respect to the future of Northwest. It has been almost four months since the activist group declared its intentions and has yet to put forward a legitimate plan for the future of the company. In the company's view, the absence of a concrete plan and an inadequately qualified slate raises genuine concerns about the activist group attempting a no-premium take-private plan if its nominees were elected.

"The current board is dedicated to improving the company while also preserving and increasing shareholder value," said Terry Lyons, the recently appointed chair at Northwest. "On the other hand, the attempt by the activists to completely overhaul Northwest's refreshed board with a slate that is not up to the mark threatens the company's future and undermines shareholder investments -- this is why when they approached me to become their director nominee, I firmly declined. It is evident that they have no plan and are risking the investments of all other shareholders."

David Moore, who was appointed interim chief executive officer and director at Northwest this year, said: "We have a plan, and the board's nominees are best suited to bring about positive change while maintaining continuity. I have declined the activist group's attempt to make me a director nominee because they have shown contempt for the company. They have chosen an expensive proxy fight over a settlement and wasted company resources that were earmarked for accelerating growth."

Independent third parties endorse the board and reject activist group

The choice is clear. The two leading independent North American proxy advisers, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. LLC, have strongly recommended that their subscribers should support the refreshed board.

ISS, in its recommendation to shareholders to vote for Northwest's nominees, said that the activist group's nominees do not appear to provide skills or experience that would augment the incumbent board or fill a skill deficiency.

Glass Lewis said, "We do not believe the dissident has sufficiently justified the election of his nominees and find inadequate cause to conclude the dissident candidates are better suited to serve on the company's board." Glass Lewis too recommended that shareholders vote for Northwest's nominees.

It is not too late to change your vote

If you have already voted for the dissident slate and would like to change your vote for the refreshed board, the process is simple and short. Call Kingsdale Advisors at 1-888-518-1565 (toll-free in North America) or 1-647-251-9704 (collect call outside North America) or e-mail contactus@kingsdaleadvisors.com for assistance.

The board is aligned with shareholder interests; the activist group is not

Northwest's incumbent board is aligned with the interests of shareholders. All seven incumbent directors are shareholders. They have the support of management, and they have a clear action plan to finance Northwest and quickly advance Northwest's valuable mineral properties.

In contrast, the activist group poses a significant risk to shareholders. One apparent member of the activist group is the recipient of a five-year trading ban from the Ontario Securities Commission while the activist group's director nominees have a history of shareholder value destruction and bring little to no British Columbia mining experience.

Do not rely on the activist group's six nominees, five of whom are not shareholders. The activist group has identified no new management. It has not articulated a clear plan for Northwest. If the activist group seizes control, its claim for reimbursement of proxy fight expenses will divert funds, likely hundreds of thousands of dollars, that would be better spent on exploration and development.

Of the activist group's nominees, some have no prior experience as corporate directors and others have the wrong experience or dreadful records. The company believes they lack the necessary knowledge of mineral exploration and relationships with local communities of interest and first nations.

Act now -- proxy voting deadline is this Friday, Sept. 22, 2023, at 10 a.m. Vancouver time

The proxy voting deadline for the coming annual meeting of the company's shareholders is 10 a.m. Vancouver time this Friday, Sept. 22, 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. 26, 2023, at the offices of Cassels Brock & Blackwell LLP, Suite 2200, HSBC Building, 885 West Georgia St., Vancouver, B.C., V6C 3E8.

Vote blue -- every vote counts

Northwest urges shareholders to vote the blue proxy as recommended by both ISS and Glass Lewis. Shareholders are urged to carefully review the company's letter to shareholders and circular, which can be found on the Protect Northwest website as well as on SEDAR+ and on the company's website. 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:

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; or visit the Protect Northwest website for more information.

Vote blue to protect your investment in Northwest.

We seek Safe Harbor.

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