Vancouver, British Columbia--(Newsfile Corp. - October 25, 2024) - Flying Nickel Mining Corp. (TSXV: FLYN) (OTCQB: FLYNF) (the "Company" or "Flying Nickel") is pleased to announce that the British Columbia Supreme Court has granted the final order (the "Final Order") in connection with the arrangement previously announced on August 21, 2024 (the "Arrangement") involving the Company, Norway House Cree Nation ("NHCN"), and 10197729 Manitoba Inc (the "Purchaser"), a wholly owned entity of NHCN, pursuant to which, among other things, NHCN will acquire, through the Purchaser, the Company's Minago Nickel Project located in Manitoba, Canada in consideration for $8,000,000 in cash, the surrender 17,561,862 common shares in the capital of the Company ("Shares") held by NHCN, which represents all of the Shares held by NHCN, the assumption of certain royalties by the Purchaser and NHCN, and reimbursement of certain expenses and fees incurred by the Company in connection with the Arrangement. The closing price of the Shares on the TSXV on October 23, 2024 was $0.05 per Share. As previously announced, the Arrangement was approved by the Company's shareholders at a special meeting held on October 21, 2024 (the "Meeting").
Closing of the Arrangement remains subject to the satisfaction of certain customary closing conditions, including receipt of TSXV and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties to the Arrangement currently expect the Arrangement to be completed by the end of October, 2024.
Further details regarding the Arrangement can be found in the Company's management information circular dated September 17, 2024 (the "Circular") in respect of the Meeting, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca.
About Flying Nickel
Flying Nickel is an exploration-stage mining company focused on vanadium and nickel resources. The Company owns a 100% interest in the Gibellini vanadium project in Nevada, United States and a 100% interest in the Minago nickel project in the Thompson nickel belt in Manitoba, Canada.
Further information on Flying Nickel can be found at www.flynickel.com.
FLYING NICKEL MINING CORP.
ON BEHALF OF THE BOARD
John Lee
Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this news release.
Forward-looking Statements and Cautionary Disclaimers
References to $ herein refer to the lawful currency of Canada.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Arrangement is subject to a number of conditions, including but not limited to the standard closing conditions contained in the A&R Arrangement Agreement, and TSXV acceptance. Where applicable, the Arrangement cannot close until the required approvals are obtained.
There can be no assurance that the Arrangement will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Flying Nickel should be considered highly speculative.
This news release is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release contains certain "forward-looking statements" and "forward-looking information" under applicable Canadian and United States securities laws. Forward-looking statements and forward-looking information include, but are not limited to, statements with respect to the Arrangement including timing, closing and terms of the Arrangement, and the ability of Flying Nickel to obtain the requisite TSXV and other approvals in connection with the Arrangement. Except for statements of historical fact relating to Flying Nickel, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as "anticipates," "may," "can," "plans," "believes," "estimates," "expects," "projects," "targets," "intends," "likely," "will," "should," "to be", "potential" and other similar words, or statements that certain events or conditions "may", "should" or "will" occur, including, without limitation, that all conditions precedent to the Arrangement will be met and the realization of the anticipated benefits derived therefrom for shareholders of Flying Nickel and perception of (i) the quality and the potential of Flying Nickel's assets, (ii) the consideration offered to Flying Nickel, and (iii) the potential of Flying Nickel's business following completion of the Arrangement. Forward-looking statements are based on the opinions and estimates of management of Flying Nickel at the date the statements are made, and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Many of these assumptions are based on factors and events that are not within the control of Flying Nickel, there is no assurance they will prove to be correct and are not guarantees of future performance and actual results may differ materially from those in the forward- looking statements.
Factors that could cause actual results to vary materially from results anticipated by such forward-looking statements include changes in market conditions; cash flow and availability of financing; the ability of Flying Nickel to obtain the requisite TSXV and other third party approvals in respect of the Arrangement; trades in the market, issuances of securities or exercises of convertible securities and other factors that could alter the share capital of Flying Nickel or other parties; risks relating to the availability and timeliness of permitting and governmental consents and approvals; and other risks of the mining industry.
These factors are discussed in greater detail in the Circular and in Flying Nickel's most recent MD&A filed on SEDAR+ at www.sedarplus.ca, which also provides additional general assumptions in connection with these statements. Flying Nickel cautions that the foregoing list of important factors is not exhaustive. Investors and others who base themselves on forward-looking statements contained herein should carefully consider the above factors as well as the uncertainties they represent and the risk they entail. Flying Nickel believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release.
Although Flying Nickel has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Flying Nickel undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered as the property is developed. Further, Flying Nickel may make changes to its business plans that could affect results.
Not for distribution to United States newswire services or for dissemination in the United States.
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