GRANT SAWIAK SAYS HIS ALTERNATIVE SLATE OF DIRECTORS NOW HAS RECEIVED PROXIES REPRESENTING OVER 80 MILLION VOTES AND PUTS ENTRENCHED DIRECTORS OF NORTHWEST COPPER (TSXV: NWST) ON NOTICE THAT CONTINUED MISUSE OF TREASURY FUNDS INVITES LAWSUITS FOR PERSONAL LIABILITY
TORONTO, September 19, 2023 – Concerned shareholder Grant Sawiak says that an additional 5 million proxies were received as at the close of business on September 18. This brings the total number of shares voting for the alternate slate to over 80 million representing 42% of the shares eligible to vote at the September 26 annual shareholders meeting. Shareholders' anger is increasing at the entrenched directors for not only destroying shareholder value but also for misusing treasury funds that were supposed to "go into the ground". The current board's extensive efforts to entrench themselves is palpable. "The $5 million private placement done in early 2023 was raised specifically for drilling, metallurgy and upgrading the PEA" said Mr. Sawiak. "The current board's claim that they have no funds to drill in the 2023 season as a result of my actions in trying to replace them is simply false.What they do not want shareholders to know is that the real reason there are no funds for drilling is that the entrenched board made a conscious decision to divert the monies raised on the private placement to pay Bay Street lawyers and high priced consultants in order to entrench themselves".
"The 'weaponization of NWST's treasury' is not only grossly improper, it also breaches the legal duty directors owe all shareholders which is to act in their best interests" added Mr. Sawiak. "The conscious decision by the entrenched directors to spend shareholders' money to ensure that they continue to sit on a board in order to collect fees and grant themselves options is legally indefensible."
IF YOU WISH TO VOTE WITH MR. SAWIAK TO CHANGE THE BOARD OF NWST CONTACT HIM IMMEDIATELY BY:
1. CALLING HIM AT 1.416.917.2816 OR
2. EMAILING HIM AT gvsawiak@hotmail.com
ON OR BEFORE SEPTEMBER 21, 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 solicitationmade 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, provided that, subject to applicable law, Messrs. Sawiak and Kimmel may seek reimbursement from NWST of their 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 Messrs. Sawiak and Kimmel 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 theMeeting 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 theMeeting, 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 othermanner 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, 1055West 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