DESPERATION AND A FAILING PROXY SOLICITATION CAMPAIGNNORTHWEST COPPER CORP. (TSXV:NWST) CONCERNED SHAREHOLDER GRANT SAWIAK RESPONDS TO INACCURACIES AND WILD ALLEGATIONS IN NWST'S MOST RECENT PRESS RELEASE - SAYS SMACKS OF DESPERATION AND A FAILING PROXY SOLICITATION CAMPAIGN. TORONTO, August 31, 2023 – Concerned Shareholder Grant Sawiak, who has filed a dissident slate to run against management's nominees commented on yet more inaccuracies and wild allegations contained in today's latest press release from NWST.
Mr. Sawiak said the following:
"I was the one who asked the BC Securities Commission for an expedited hearing because after 4 repeated cancellations and/or postponements of the annual meeting since May of this year, I do not want this meeting postponed yet again. The meeting should occur on September 19 so we can all find out who shareholders want running this company".
"As for the allegation of a 'no-premium take private plan', I have never considered that and I am now categorically saying that will not happen. When I said in my earlier press release that NWST management and directors were getting more shrill and desperate because their proxy solicitations were going badly, this morning's press release is exactly what that desperation looks like".
"At this point, neither I nor the nominees in my dissident slate of directors, will be commenting on any further character assassinations, factual inaccuracies or wild and unfounded allegations which the NWST board and management will undoubtedly come up with in a failing and desperate attempt to have themselves re-elected."
IF YOU WISH TO VOTE WITH MR. SAWIAK TO CHANGE THE BOARD OF NWST YOU MUST CONTACT HIM BY: 1. CALLING HIM AT 1.416.917.2816 OR
2. EMAILING HIM AT gvsawiak@hotmail.com ON OR BEFORE SEPTEMBER 11, 2023. Information in Support of Public Broadcast Solicitation
The Concerned Shareholder is relying on the exemptions contained in Section 9.2(2) and Section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to solicit proxies from no more than 15 securityholders and by soliciting proxies by broadcast, speech or publication. The Concerned Shareholder may also choose to file a dissident information circular in due course in compliance with applicable securities laws. A copy of the press release and the Nominating Shareholder Notice which collectively contains all information on the Concerned Shareholder’s Nominees as required by National Instrument 51-102 and Form 51-102F5 were filed on SEDAR+ on August 4, 2023 and are available for viewing there.
The information contained herein, and any solicitation made by the Concerned Shareholder in advance of the Meeting, is or will be, as applicable, made by the Concerned Shareholder and not by or on behalf of the management of NWST. All costs incurred for any solicitation will be borne by the Concerned Shareholder and by Mr. John Kimmel (the “Solicitors”), provided that, subject to applicable law, the Solicitors may seek reimbursement from NWST of the Concerned Shareholder's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Company's board of directors. Other than in respect of their beneficial ownership, control or direction of securities of the Corporation described above, none of the Solicitors or any of their associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than the election of directors.
A Registered Shareholder who has given a Proxy may revoke the Proxy by: (a) completing and signing a Proxy bearing a later date and depositing it at the offices of Odyssey, 350- 409 Granville Street, Vancouver, British Columbia, V6C 1T2 or and following the online voting instructions given to you no later than 10:00 a.m. (Vancouver time) on the second Business Day preceding the date of the Meeting or any adjournment or postponement thereof; (b) depositing an instrument in writing executed by the Registered Shareholder or by the Registered Shareholder’s attorney duly authorized in writing or, if the Registered Shareholder is a body corporate, by a duly authorized officer or attorney either with Odyssey, 350-409 Granville Street, Vancouver, British Columbia, V6C 1T2 at any time up to and including the last Business Day preceding the day of the Meeting or any adjournment or postponement thereof or with the Chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment or postponement thereof; or (c) in any other manner permitted by Law. Such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such Proxy. If a Registered Shareholder who has submitted a Proxy attends the Meeting, any votes cast by such Registered Shareholder on a ballot at the Meeting will be counted and the submitted Proxy will be disregarded.
Only Registered Shareholders have the right to revoke a Proxy. Non-Registered Shareholders that wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact their Intermediary to arrange to change their voting instructions.
The Concerned Shareholder has engaged Shorecrest Group Ltd. to act as proxy solicitor in respect of this matter and will incur expenses of up to $120K plus out of pocket expenses. The Concerned Shareholder may engage the services of one or more other agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholder. Any proxies solicited by or on behalf of the Concerned Shareholder, including by any other agent retained by the Concerned Shareholder, may be solicited in any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.
The head office of NWST is located at Suite 1900, 1055 West Hastings Street Vancouver, British Columbia V6E 2E9. A copy of this press release may be obtained on NWST's SEDAR+ profile at
www.sedarplus.com.
For more information contact:
Grant Sawiak
416-917-2816