For more information, Visit: Flynickel.com
Nevada Vanadium Mining Corp. is a Canadian reporting issuer, holding 100% interest in the Gibellini Vanadium Project in Nevada, United States.
NEWS
FLYING NICKEL AND NEVADA VANADIUM COMPLETE MERGER
Vancouver, BC, August 16, 2024 – Flying Nickel Mining Corp. (TSXV: FLYN) (OTCQB: FLYNF) (“Flying Nickel” or the “Company”) and Nevada Vanadium Mining Corp. (“Nevada Vanadium”) are pleased to announce the successful completion of the previously announced plan of arrangement (the “Arrangement” or the “Merger”) effective August 16, 2024 whereby Flying Nickel has acquired 100% of the issued and outstanding common shares of Nevada Vanadium (the “NVMC Shares”) and Nevada Vanadium has become a wholly owned subsidiary of Flying Nickel.
Pursuant to the Arrangement, Nevada Vanadium shareholders (the “NVMC Shareholders”) received one common share of Flying Nickel (each whole share, a “Flying Nickel Share”) for each NVMC Share held. In aggregate, Flying Nickel issued approximately 65,893,359 Flying Nickel Shares under the Arrangement.
Board of Directors and Management
Flying Nickel’s board of directors post-Merger consists of four directors, including Greg Hall, Masa Igata, Neil Duboff, and John Lee.
The senior management team of Flying Nickel post-Merger includes John Lee as Chief Executive Officer, Ron Espell as President, Robert Van Drunen as Chief Operating Officer, Andrew Yau as Chief Financial Officer, and Marion McGrath as Corporate Secretary.
Nevada Vanadium’s board of directors now consists of one director, being Greg Hall. No officers have been appointed for Nevada Vanadium.
Full details of the Merger and certain other matters are set out in the joint management information circular of Flying Nickel and Nevada Vanadium dated May 24, 2024 (the “Circular”) and can be found under Nevada Vanadium or Flying Nickel’s issuer profile on SEDAR+ at www.sedarplus.ca. A copy of the early warning report of Flying Nickel in connection with its acquisition of the NVMC Shares will be filed under Nevada Vanadium’s issuer profile on SEDAR+ and can be obtained by contacting Flying Nickel as set out below.
Nevada Vanadium Announces Voting Results from Annual General and Special Meeting
Vancouver, British Columbia, July 25, 2024 – Nevada Vanadium Mining Corp. (“Nevada Vanadium” or the “Company”) is pleased to announce that shareholders of the Company (the “Shareholders”) have overwhelmingly approved the previously announced arrangement (the “Arrangement”) involving the Company and Flying Nickel Mining Corp. (“Flying Nickel”) at the Company’s annual general and special meeting (the “Meeting”) held on July 23, 2024.
The special resolution approving the Arrangement (the “Arrangement Resolution”) was required to be approved by (i) at least two-thirds (66 2/3%) of the votes cast by Shareholders present or represented by proxy at the Meeting, and (ii) a majority of votes cast by Shareholders present virtually or represented by proxy at the Meeting excluding Shareholders described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“Disinterested Shareholders”).
A total of 12,814,938 common shares of the Company (“Common Shares”), representing approximately 19.45% of votes entitled to be cast at the Meeting, were represented by proxy at the Meeting. Approximately 96.97% of the votes eligible to be cast by Shareholders and approximately 92.66% of the votes eligible to be cast by Disinterested Shareholders were voted in favour of the Arrangement Resolution.
Shareholders of Flying Nickel also approved the Arrangement by the requisite majorities at a meeting of shareholders of Flying Nickel held on July 23, 2024. Nevada Vanadium intends to seek a final order approving the Arrangement from the British Columbia Supreme Court on August 2, 2024 at 9:45 a.m. Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including receipt of final court, stock exchange and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement in August, 2024.
Further details regarding the Arrangement, including the principal closing conditions and the anticipated benefits for Shareholders, can be found in the joint management information circular of the Company and Flying Nickel dated May 24, 2024 (the “Circular”) in respect of the Meeting, which can be found under the Company’s SEDAR+ profile at www.sedarplus.ca.
The Company is also pleased to announce that all other resolutions proposed at the Meeting were duly passed, including the election of directors as follows:
| Nominee | # Votes For | % Votes For | # Votes
Withheld |
% Votes
Withheld |
| John Lee | 10,621,838 | 96.32% | 405,481 | 3.68% |
| Harald Batista | 10,986,814 | 99.63% | 40,505 | 0.37% |
| Ronald Espell | 10,974,615 | 99.52% | 52,704 | 0.48% |
Shareholders also voted in favour of the appointment of Mao & Ying LLP as auditors of the Company until the close of the next annual meeting of shareholders of the Company and approved the Company’s rolling 10% incentive plan.
Nevada Vanadium Postpones Annual General and Special Meeting of Shareholders
Vancouver, British Columbia, July 9, 2024 – Nevada Vanadium Mining Corp. (“Nevada Vanadium” or the “Company”) announces that it has postponed its annual general and special meeting of shareholders originally scheduled for July 10, 2024 (the “Meeting”). The Meeting is postponed to July 23, 2024 at 10:30 a.m. (Vancouver Time) at the offices of MLT Aikins LLP located at 2600 – 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1 Canada (the “Postponement”).
The Meeting was called to, among other things, elect directors and to consider an arrangement transaction whereby Flying Nickel Mining Corp. proposed to acquire all of the issued and outstanding shares of Nevada Vanadium. Notwithstanding the Postponement, the record date of May 24, 2024 for the determination of shareholders of Nevada Vanadium entitled to vote at the Meeting shall remain unchanged. Any proxies previously submitted in advance of the original proxy cut-off time of 10:30 a.m. (Vancouver Time) on July 8, 2024 will remain validly deposited. In connection with the Postponement, proxies must be received by 10:30 a.m. (Vancouver Time) on July 19, 2024 or 48 hours (other than a Saturday, Sunday or holiday) prior to the time which the Meeting may be adjourned.
Nevada Vanadium Mining Corp. Increases Private Placement Raise
Vancouver, British Columbia, April 29, 2024 – Nevada Vanadium Mining Corp. (“Nevada Vanadium” or the “Company”) is pleased to announce that, further to its news release dated April 3, 2024, it is increasing its proposed non-brokered private placement to raise gross proceeds from $72,000 to $420,000 through the sale of 7,000,000 units (the “Units”) at a price of $0.06 per Unit. Each Unit consists of one common share of the Company and one share purchase warrant (the “Warrant”) with each Warrant entitling the holder to purchase one additional common share of the Company at a price of $0.08 per share for a period of three years from closing (the “Private Placement”). As previously announced, the Company has closed one tranche of this Private Placement.
It is anticipated that Insiders of the Company will subscribe for 5,000,000 Units. The issuance of Units to Insiders will be considered related party transactions within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the Private Placement by Insiders will not exceed 25% of the fair market value of the Company’s market capitalization. The Company will file a material change report in respect of the related party transaction in connection with the closing of the Private Placement.
Proceeds of the Private Placement are expected to be used for project advancement, working capital and general corporate purposes.
The securities issued pursuant to the Private Placement will be subject to a regulatory four-month hold period.
Finder’s Fees may be payable on a portion of the Private Placement.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Nevada Vanadium Mining Corp.
Nevada Vanadium Mining Corp. is a reporting issuer in Canada, holding a 100% interest in the Gibellini vanadium project in Nevada, United States.
To find out more about Nevada Vanadium, visit www.nevadavanadium.com
NEVADA VANADIUM MINING CORP.
ON BEHALF OF THE BOARD
“Ron Espell”
CEO
For more information about Nevada Vanadium, please contact Investor Relations: info@nevadavanadium.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release, including statements which may contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, or similar expressions, and statements related to matters which are not historical facts, are forward-looking information within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding the Company’s future growth, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties which may cause the actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. Forward-looking information in this news release includes the expected gross proceeds of the Private Placement, and use of proceeds raised from the Private Placement, and the expected timing to determine the closing schedule for the Transaction.
Forward-looking statements involve significant risks and uncertainties, and should not be read as guarantees of future performance, events or results, and may not be indicative of whether such events or results will actually be achieved. A number of risks and other factors could cause actual results to differ materially from expected results discussed in the forward-looking statements, including but not limited to: changes in business plans; ability to secure sufficient financing to advance the Company’s project, ability to complete the Transaction as previously announced by press releases on October 5 and August 23, 2022 (collectively, the “Joint News Releases”); and general market, industry and economic conditions. See the Joint News Releases for further details about the Transaction and its associated risks. Further details about the risk factors concerning the Transaction are set out in such news releases. Additional risk factors are set out in the Company’s latest annual and interim management’s discussion and analysis, available on SEDAR+ at www.sedarplus.ca.
Forward-looking statements are based on reasonable assumptions by management as of the date of this news release, and there can be no assurance that actual results will be consistent with any forward-looking statements included herein. Readers are cautioned that all forward looking statements in this news release are made as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking statements in this news release to reflect circumstances or events that occur after the date of this news release, except as required by applicable securities laws.
Please refer to Sedar.com
FINANCIAL REPORTS
2024
For the Year Ended March 31, 2024 MD&A & Financial Statements – [+] View Now
2023
Q3 MD&A & Interim Financial Statements – [+] View Now
Q2 MD&A & Interim Financial Statements – [+] View Now
Q1 MD&A & Interim Financial Statements – [+] View Now
15 Months Ended March 31, 2023 MD&A & Financial Statements – [+] View Now
2022
Q4 MD&A & Interim Consolidated Financial Statements – [+] View Now
Q3 MD&A & Interim Financial Statements – [+] View Now
Q2 MD&A & Interim Financial Statements – [+] View Now
Q1 MD&A & Interim Financial Statements – [+] View Now
2021
Financial Statements – From Incorporation to December 31, 2021– [+] View Now
2024 AGM
Notice & Access Card (File size: 112.48 KB)
Notice of Meeting (File size: 11.23 KB)
Form of Proxy (File size: 168.87MB)
Joint Circular (File size: 9.87MB)
Return Card (File size: 69.23 KB)
2023 AGM
Notice and Access (File size: 92.63 KB)
Meeting Notice (File size: 197.53 KB)
Information Circular (File size: 1.05 MB)
Form of Proxy (File size: 68.15 KB)
Voting Information Form (File size: 69.23 KB)
MD&A and Condensed Interim Consolidated Financial Statements, Dec 31, 2022 (File size: 793.05 KB)
ESTMA reports
CONTACT
Vancouver, BC, Canada(Head Office)
info@nevadavanadium.com
Local: +1.604.569.3661
Suite 1610-409 Granville Street
Vancouver, BC V6C 1T2 Canada