Flying Nickel provides an update on the acquisition of Nevada Vanadium

Jun 28, 2024 2:44 PM EDT | Source: Flying Nickel Mining Corp.

Vancouver, British Columbia–(Newsfile Corp. – June 28, 2024) – Flying Nickel Mining Corp. (TSXV: FLYN) (OTCQB: FLYNF) (“Flying Nickel” or “Business”) announces that further to joint press releases with Nevada Vanadium Mining Corp. (“Nevada Vanadium“) dated August 23, 2022 and October 7, 2022, the proposed acquisition of all of the issued and outstanding common shares of Nevada Vanadium by Flying Nickel by way of a court-approved plan of arrangement (the “Transaction” or “System“) continues to progress. The Annual General Meeting and the Extraordinary General Meeting of Shareholders of both companies to vote on the Transaction have been scheduled for 10 July 2024. Further details can be found in the joint management information circular dated 24 May 2024 of Flying Nickel and Wanad Nevada (the “Circular“), available at www.sedarplus.ca.

The transaction was delayed primarily due to staff turnover in late 2022, a change in auditors in December 2022, and a change in the fiscal year end from December 31 to March 31, effective for the 15 months ended March 31, 2023.

The Company also filed an amended technical report on www.sedarplus.ca for Nevada Vanadium’s Gibellini Project with an effective date of September 27, 2023, which is October 10, 2023. The amendments were primarily intended to re-refer the technical report to Flying Nickel. An additional amended technical report was subsequently filed on www.sedarplus.ca on February 13, 2024. The additional changes were primarily intended to provide: 1) information on work being performed on the project and site visits by the report author, 2) clarification regarding the vanadium price valuation used in the report, 3) a drawing showing the location of the project’s mining claims in relation to each other, nearby towns and infrastructure, 4) moving the list of mining claims from the body of the report to an appendix, 5) a statement clarifying that Flying Nickel did not conduct any exploration or drilling on the Gibellini Project site, and 6) a multi-phase budget for the completion of all recommended Project development work (geological, drilling, metallurgical and pre-feasibility studies) included in the technical report.

In issuing recommendations regarding the acquisition of Nevada Vanadium, the Company’s management board (“Flying Nickel Board“) took into account a number of factors, including:

Metals and Geographic Diversification: The agreement will provide Flying Nickel with the ability to diversify its assets, expanding Flying Nickel’s scope from nickel exploration to vanadium in the critical minerals space, and providing geographic diversification opportunities spanning both Canada and the United States. Nevada Vanadium is focused on developing its vanadium resources in Nevada, USA, while Flying Nickel is developing its nickel-focused project in Manitoba, Canada. Diversification should also appeal to a broader range of potential investors, given the intended focus of the combined company on nickel and vanadium.
Growing Demand for Vanadium in Energy Storage and Renewable Energy: Vanadium is a key material in the production of Vanadium Redox Flow Batteries (VRFB). In the near future, these batteries have the potential to become the preferred choice for grid energy storage due to their scalability, long cycle life and ability to be discharged and charged quickly. With the increasing global emphasis on renewable energy, the demand for grid-scale energy storage systems is expected to increase, which will boost the demand for vanadium.
Growing Expansion of the Electric Vehicle (EV) Market: Vanadium not only has the potential to become a key material for energy storage solutions, but also has potential applications in the EV market. Researchers are investigating the potential of vanadium batteries in EVs due to their higher energy density and faster charging capabilities compared to conventional lithium-ion batteries. If these studies yield successful results, the EV market could become a significant consumer of vanadium in the long term.
Metals Valuation: Flying Nickel believes this is a good time to invest in a vanadium project due to rising global demand and limited supply from Russia and China.
Enhanced Financing Options and Liquidity: The combined company is expected to have enhanced financing options in the form of equity or debt financing, government financing and strategic investments that may not otherwise be available to Flying Nickel. The common shares of the combined company are also expected to have enhanced trading liquidity due to the increased number of issued and outstanding shares, all of which are expected to be listed on the TSX Venture Exchange, subject to final approval of such exchange.
Cost Synergies: Public company administrative and other corporate costs are expected to be reduced for the combined company by having only one public company as a result of the Arrangement.
Government Policy and Regulation: Many governments around the world are implementing policies to support the renewable energy sector, which in turn is expected to increase demand for vanadium. In addition, regulations aimed at reducing greenhouse gas emissions are forcing the industry to use cleaner energy sources, which is also likely to positively impact the vanadium market.
Fairness Opinion: The Flying Nickel Board has received Sequeira Partners’ Fairness Opinion, dated October 6, 2022, which states, as of the date thereof and subject to the assumptions, limitations and qualifications contained therein, that the consideration to be paid by Flying Nickel under the Arrangement is financially fair to Flying Nickel.

Despite the passage of time since the date of issuance of the Sequeira Partners Fairness Opinion, the Company considered, but did not proceed with, a request to update the Sequeira Partners Fairness Opinion, as it was only one of many factors taken into account in the Flying Nickel Board’s recommendations.

Pursuant to the terms of the Transaction, shareholders of Nevada Vanadium will receive one (1) (“Conversion Factor“) a share of Flying Nickel common stock for each share of Nevada Vanadium held immediately prior to the effective date of the Transaction. Despite the change in the Flying Nickel share price since October 2022, the Exchange Ratio remains the same as based on the intrinsic value of the underlying assets.

About Flying Nickel

Flying Nickel Mining Corp. is a leading nickel sulphide mining and exploration company that is developing its wholly owned Minago nickel project in the Thompson nickel belt of Manitoba, Canada.

More information about 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: 1.877.664.2535 / 1.877.6NICKEL
E-mail: [email protected]

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor is there any sale of the securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release does not constitute an offer of securities for sale in the United States. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States absent U.S. registration or an applicable exemption from U.S. registration requirements . This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor is there any sale of the securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Neither the 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.

Caution Regarding Forward-Looking Statements

Certain statements contained in this press release, including any benefits that the Company or its shareholders may obtain as a result of the Transaction, the successful completion of the Transaction as expected or the receipt at all from a shareholder, stock exchange, regulatory, judicial and other required approvals in connection with Transaction, as well as statements that may include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions, and statements relating to matters that are not historical facts, constitute forward-looking information. into the future within the meaning of applicable securities laws. Such forward-looking statements, which reflect management’s expectations regarding the Company’s future development, results of operations, performance, business prospects and opportunities, are based on certain factors and assumptions and involve known and unknown risks and uncertainties that may affect actual results. results or achievements will be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements involve significant risks and uncertainties and should not be construed as guarantees of future results, events or performance and may not indicate whether such events or results will actually be achieved. A number of risks and other factors could cause actual results to differ materially from the anticipated results discussed in the forward-looking statements, including, without limitation: changes in business plans; the ability to secure sufficient financing to implement the Company’s and Nevada Vanadium’s project; the inability to obtain required shareholder, stock exchange, regulatory, judicial and other approvals required in connection with the Transaction; the inability of the Company and Nevada Vanadium to satisfy the required conditions precedent to the Transaction, the risks and uncertainties set forth in the Circular; and general market, industry and economic conditions. The Circular discusses the Transaction and other risks related thereto. Additional risk factors are set forth in the Company’s most recent annual and interim management discussions and analyses, which are available on SEDAR+ at www.sedarplus.ca.

Forward-looking statements are based on management’s reasonable assumptions as of the date of this press release, and there can be no assurance that actual results will be consistent with any forward-looking statements contained herein. Readers are cautioned that all forward-looking statements contained in this press release are made as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements contained in this press release to reflect circumstances or events that occur after the date of this press release, except as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/214912