Vancouver, British Columbia--(Newsfile Corp. - July 25, 2024) - Flying Nickel Mining Corp. (TSXV: FLYN) (OTCQB: FLYNF) (the "Company" or "Flying Nickel") is pleased to announce that shareholders of the Company (the "Shareholders") have overwhelmingly approved the previously announced arrangement (the "Arrangement") involving the Company and Nevada Vanadium Mining Corp. ("Nevada Vanadium") 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 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 69,279,808 common shares of the Company ("Common Shares"), representing approximately 78.67% of votes entitled to be cast at the Meeting, were represented in person and by proxy at the Meeting. Approximately 94.94% of the votes eligible to be cast by Disinterested Shareholders were voted in favour of the Arrangement Resolution.
Shareholders of Nevada Vanadium also approved the Arrangement by the requisite majorities at a meeting of shareholders of Nevada Vanadium 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 Nevada Vanadium 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
Greg Hall
33,006,395
97.11%
980,895
2.89%
John Lee
32,862,291
96.69%
1,124,999
3.31%
Masateru Igata
32,901,515
96.80%
1,085,775
3.20%
Neil Duboff
32,909,475
96.83%
1,077,815
3.17%
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.
About Flying Nickel
Flying Nickel is a nickel sulphide exploration-stage mining company. The Company is advancing its 100% owned Minago nickel project in the Thompson nickel belt in Manitoba, Canada.
Further information on the Company can be found at www.flynickel.com.
FLYING NICKEL MINING CORP.
ON BEHALF OF THE BOARD
John Lee Chief Executive Officer
For more information about the Company, please contact: Phone: Phone: 1.877.664.2535 / 1.877.6NICKEL Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements and Cautionary Disclaimers
References to $ herein refer to the lawful currency of Canada and references to US$ herein refer to the lawful currency of the United States.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". These forward-looking statements or information may relate to the final approval of the Arrangement, closing of the Arrangement and the Company's ongoing business plan, exploration and work program.
Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management of the Company at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Such assumptions include, but are not limited to, assumptions regarding the completion of the Arrangement, including receipt of required regulatory, court and stock exchange approvals, the ability of the Company and Nevada Vanadium to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, other expectations and assumptions concerning the Arrangement, and that general business and economic conditions will not change in a material adverse manner. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
Such statements represent the current views of the Company with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: inability of the Company and Nevada Vanadium to complete the Arrangement, a material adverse change in the timing of any completion and the terms and conditions upon which the Arrangement is completed; inability to satisfy or waive all conditions to closing the Arrangement as set out in the Arrangement Agreement; the inability of the Company to realize the benefits anticipated from the Arrangement and the timing to realize such benefits; unanticipated changes in market price for Common Shares; changes to the Company's and/or Nevada Vanadium's current and future business plans and the strategic alternatives available thereto; treatment of the Arrangement under applicable laws; regulatory determinations and delays; any impacts of COVID-19 on the business of the Company and the ability to advance the Company's projects; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada and other jurisdictions where the applicable party conducts business. Other factors which could materially affect such forward-looking information are described in the risk factors in the Circular, the Company's management's discussion and analyses and other filings with the Canadian securities regulators which are available under the Company's profile on SEDAR+ at www.sedarplus.ca. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
