- Appointment of Terrence Lyons as Chair of the Board as planned governance change
- Reschedules AGM Following Receipt of Revised Notice of Dissident Board Slate
VANCOUVER, British Columbia, Aug. 08, 2023 -- Northwest Copper Corp. ("NorthWest" or the "Company") (TSX-V: NWST) (OTCQX: NWCCF) today announced that Terrence (Terry) Lyons has been appointed as Chair of the Board effective August 8, 2023, and will be nominated for election to the NorthWest Board of Directors (the "Board") at the annual general meeting ("AGM") to be held in September. Current Chair Dr. Mark O'Dea, a significant long-term shareholder and co-founder of the Company, has retired from the Board and welcomes Terry to the Board.
"Terry, who has deep experience in resource development and corporate governance, will be a strong addition to the Board," said David Moore, Interim President and CEO of NorthWest. "We look forward to the benefit of Terry's strategic advice as we advance Northwest's pipeline of highly prospective projects."
Mr. Moore added, "We are extremely grateful to outgoing Chair Dr. Mark O'Dea for his co-founding role in the creation of Northwest Copper in 2021. We would like to acknowledge the exceptional impact he has had on the Company throughout his tenure and for the guidance he has provided management over the past two years."
Terry Lyons
Terry Lyons has over 46 years of experience in the development, financing and management of natural resource, manufacturing, real estate, and merchant banking companies with an extensive background in corporate restructuring. He is a member of the Institute of Corporate Directors.
He currently serves as Lead Director and Chair of the Audit Committee of Canaccord Genuity Group Inc., Director, and Chair of the Audit Committee of Martinrea International Inc., Director of Mineral Mountain Resources Ltd., and Chairman of Waterotor Technologies Inc.
Mr. Lyons is a retired Managing Partner of Brookfield Asset Management, past Chairman of Polaris Materials Corp. recently acquired by Vulcan Materials, Northgate Minerals Corp. (now Alamos Gold), Eacom Timber Corp. (acquired by Interfor), Three Valley Copper Corp., Westmin Mining and Vice-Chairman of Battle Mountain Gold (acquired by Newmont Gold).
Mr. Lyons has been actively involved in charitable and sports organizations throughout his career, especially in British Columbia. He is a Member Emeritus of the Advisory Board of the Richard Ivey School of Business and has been awarded the Inco Medal by the Canadian Institute of Mining and Metallurgy for distinguished service to the mining industry.
AGM Rescheduled to September 19, 2023
NorthWest has announced that it has rescheduled its AGM to September 19, 2023, following the receipt of a shareholder's notice to nominate a competing slate for election to the Board from an activist shareholder group. The AGM was previously scheduled for September 6, 2023.
The advance notice submission, made by shareholder Grant Sawiak, who previously made a submission in respect of the AGM originally scheduled to be held in June of this year, is being reviewed by the Company together with its professional advisors. Notably, the submission discloses, for the first time, that John Kimmel, is jointly funding the dissident solicitation. The Company is considering the implications of this disclosure and other conduct of the activist group and its supporters.
Accordingly, the Board believes that it is in the best interest of the Company and its shareholders to allow more time to fully examine these matters and evaluate the Company's options, as well as to permit shareholders adequate time to consider and evaluate the choice in front of them.
The time and location of the AGM will be announced in due course when the Company files the management information circular and related proxy materials.
Northwest has always been open to active and constructive engagement with shareholders and our response to the May 23 nominations by the activist shareholder was consistent with that approach. To that end, since June the Company has conducted good faith negotiations with one of the activist nominees, who is not a shareholder, and with Mr. Kimmel, who is a major shareholder but not an activist nominee. As noted above, it has now been disclosed that Mr. Kimmel is jointly funding the dissident solicitation.
It is unfortunate that actions taken by the activist group will result in all shareholders bearing the cost of an expensive and unnecessary proxy fight, while distracting from the positive changes being made to improve NorthWest's business performance.
NorthWest shareholders can contact Kingsdale Advisors 1-888-518-1565 (toll-free in North America) or 1-647-251-9704 (collect call outside North America) or email contactus@kingsdaleadvisors.com for more information.
Advisors
Northwest Copper has retained Norton Rose Fulbright Canada LLP as legal counsel, Kingsdale Advisors as its strategic shareholder advisor and Longview Communications and Public Affairs as communications advisor.
About NorthWest Copper:
NorthWest Copper is a copper-gold explorer and developer with an exciting pipeline of projects in British Columbia. With a robust portfolio in a tier one jurisdiction, NorthWest Copper is well positioned to participate fully in a strengthening global copper market. We are committed to responsible mineral exploration which involves working collaboratively with First Nations to ensure future development incorporates stewardship best practices and traditional land use. Additional information can be found on the Company's website at www.northwestcopper.ca.
On Behalf of the Board of Directors of Northwest Copper Corp.
"David Moore"
Interim President and CEO
For further information, please contact:
Peter Lekich, Director Investor Relations
Tel: 604-683-7790
Email: plekich@northwestcopper.ca
Aquin George
Director, Special Situations
Kingsdale Advisors
Phone: 647-265-4528
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussion with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always using phrases such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative 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) are not statements of historical fact and may be forward-looking statements. .
All statements, other than statements of historical fact, included herein, constitutes forward-looking information. Although NorthWest believes that the expectations reflected in such forward-looking information and/or information are reasonable, undue reliance should not be placed on forward-looking information since NorthWest can give no assurance that such expectations will prove to be correct. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information, including the risks, uncertainties and other factors identified in NorthWest's periodic filings with Canadian securities regulators. Forward-looking information are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking information. Important factors that could cause actual results to differ materially from NorthWest's expectations include risks associated with the business of NorthWest; risks related to reliance on technical information provided by NorthWest; risks related to exploration and potential development of the Company's mineral properties; business and economic conditions in the mining industry generally; fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and First Nation groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; campaigns by investors to effect changes in management; uncertainty as to timely availability of permits and other governmental approvals; and other risk factors as detailed from time to time and additional risks identified in NorthWest's filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca).
Forward-looking information is based on estimates and opinions of management at the date the information are made. NorthWest does not undertake any obligation to update forward-looking information except as required by applicable securities laws. Investors should not place undue reliance on forward-looking information.
