Power Nickel shareholders approve Golden Ivan spinout
2024-12-05 16:23 ET – News Release
Mr. Duncan Roy reports
POWER NICKEL ANNOUNCES SHAREHOLDER APPROVAL AND COURT APPROVAL OF SPIN-OUT OF GOLDEN IVAN PROPERTY AND CHILEAN ASSETS
The shareholders of Power Nickel Inc. have approved the previously announced plan of arrangement, pursuant to which the company’s interest in the Golden Ivan property, along with certain Chilean exploration assets and liabilities, will be spun out to Power Nickel shareholders through the shareholders receiving common shares in Chilean Metals Inc., a wholly owned subsidiary of the company.
At the company’s annual general and special meeting held on Nov. 22, 2024, the special resolution approving the arrangement was approved by 96.81 per cent of the votes cast by shareholders. All of the other matters considered at the meeting, including the stock option plan for Spinco, were also approved in accordance with management’s recommendations.
In addition, the company is pleased to announce that on Nov. 27, 2024, Power Nickel obtained a final order from the Supreme Court of British Columbia in respect of the arrangement, which was a condition to enable closing of the arrangement.
Subject to the satisfaction or waiver of the remaining customary closing conditions, including final approval of the TSX Venture Exchange, Power Nickel expects that the arrangement will become effective on Jan. 31, 2025, or shortly thereafter. The company will issue a subsequent news release confirming the closing of the arrangement and relevant date for which Power Nickel shareholders of record will receive, for each Power Nickel common share held immediately prior to the effective time: (i) one new common share of Power Nickel; and (ii) 0.05 of one SpinCo common share. Outstanding options to purchase common shares in the company will also be adjusted pursuant to the arrangement such that the holders of options will receive new options to purchase new Power Nickel shares, as described in more detail in the company’s information circular dated Oct. 21, 2024. The company’s transfer agent, Endeavor Trust Corp., will act as depositary in connection with the arrangement and a subsequent news release will provide further details for shareholders to exchange their old Power Nickel shares for new Power Nickel shares and Spinco shares.
After closing of the arrangement, the new Power Nickel shares will continue trading on the TSX-V in Canada, on the OTC (over-the-counter) market in the United States and on the Frankfurt Stock Exchange in Germany. Spinco shares will not be listed on any stock exchange after completion of the arrangement, but Spinco will be a reporting issuer in British Columbia and Alberta and will comply with its continuous disclosure obligations under applicable Canadian securities laws.
As announced previously, the spinout will provide investors with an ownership stake in two separate specialized companies. Power Nickel will continue to focus on the advancement of the Nisk project while Spinco will focus on advancing the Golden Ivan property and the Chilean assets. The Golden Ivan property is located in Terrace, B.C., and comprises of 13 mineral claims, covering a total area of 797 hectares. Spinco will also acquire the company’s interests in the Zulema, Tierra de Oro, Palo Negro, Hornitos and Tabaco projects located in Chile. Power Nickel will retain its royalty interest in the Chilean Copaquire project.
Additional information regarding the terms of the arrangement, including a summary of the terms and conditions of the arrangement agreement, is set out in the Information Circular, which is filed under Power Nickel’s SEDAR+ profile.
“We are pleased the shareholders and the court have approved the arrangement, which we believe will create value in two primary ways for our shareholders. First, we believe the spinout properties have significant unrealized value that is lost in the current structure. We believe Chilean Metals can advance our key projects in Chile and in British Columbia and create considerable value that is not being seen as investors correctly focus on our exiting polymetallic discovery at Nisk. Secondly, we believe the spinout will pose challenges to the naked short sellers that have been selling our shares and not closing their share sales by delivery of the stock. We are committed to maintaining transparency and integrity in the financial markets and currently conducting a thorough investigation into certain trading activities and will provide evidence of malfeasance by naked short sellers. As previously announced by the company on Dec. 12, 2023, we have been investigating and finding evidence of significant and ongoing stock imbalances, which occurs when a broker has fewer shares in its account than its customers own, suggesting possible naked short selling and other manipulative actions to lower share prices. We take improper trading activity very seriously and are working diligently to ensure that our shareholders are protected. It has been a great year at Power Nickel; we have made major gains and yet we feel the best is yet to come. We believe the spinout and our ongoing exploration success will make 2025 even more exciting then 2024. We thank our shareholders for their support throughout the year and wish everyone a merry Christmas and very happy and prosperous new year.”
About Power Nickel Inc.
Power Nickel is a Canadian exploration company focusing on developing the high-grade nickel/copper/platinum group metal/gold/silver Nisk project into potentially Canada’s next polymetallic mine.
On Feb. 1, 2021, Power Nickel (then called Chilean Metals) completed the acquisition of its option to acquire up to 80 per cent of the Nisk project from Critical Elements Lithium Corp.
The Nisk property comprises a large land position (20 kilometres of strike length) with numerous high-grade intercepts. Power Nickel is focused on expanding the high-grade nickel/copper/platinum group metal/gold/silver mineralization with a series of drill programs designed to test the initial Nisk discovery zone — the Lion discovery zone — and to explore the land package for adjacent potential polymetallic deposits.
In addition to the Nisk project, Power Nickel owns significant land packages in British Colombia and Chile. Power Nickel is expected to finalize the reorganization of these assets in a related vehicle through a plan of arrangement.
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