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Flying Nickel Mining Corp. Enters an Arrangement Agreement to Sell its Minago Assets to Norway House Cree Nation
Vancouver, British Columbia--(Newsfile Corp. - August 21, 2024) - Flying Nickel Mining Corp. (TSX...
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[{"type":"text","content":"Flying Nickel Mining Corp. Enters an Arrangement Agreement to Sell its Minago Assets to Norway House Cree NationVancouver, British Columbia--(Newsfile Corp. - August 21, 2024) - Flying Nickel Mining Corp. (TSXV: FLYN) (OTCQB: FLYNF) (\"Flying Nickel\") is pleased to announce, pursuant to the previously announced binding letter of intent with Norway House Cree Nation (\"NHCN\") dated July 21, 2024 (the \"LOI\"), that it has entered into a definitive arrangement agreement (the \"Arrangement Agreement\") with NHCN and 10197729 Manitoba Inc., a wholly owned subsidiary of NHCN, (the \"Purchaser\"), pursuant to which Flying Nickel proposes to sell its Minago Nickel project and its related assets located in the Thompson Nickel Belt of Manitoba, Canada (the \"Minago Assets\") to the Purchaser in consideration for $8,000,000 in cash and the surrender of 17,561,862 common shares in the capital of Flying Nickel (\"Flying Nickel Shares\") held by NHCN (the \"Transaction\") , by way of a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) (the \"Arrangement\"). The Flying Nickel Shares held by NHCN represent approximately 11.4% of the total issued and outstanding Flying Nickel Shares. The Purchaser has deposited $500,000 in escrow in connection with the Arrangement (the \"Deposit\").Information Regarding the Proposed ArrangementPursuant to the Arrangement Agreement, the parties have agreed to close the Transaction by no later than December 15, 2024 (the \"Outside Date\") and expect to close the Transaction by October 16, 2024. As NHCN holds greater than 10% of the issued and outstanding Flying Nickel Shares, the Transaction is a \"related party transaction\" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (\"MI 61-101\") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions (\"Policy 5.9\") of the TSX Venture Exchange (the \"TSXV\"). In accordance with the provisions of MI 61-101, Flying Nickel is exempt from the formal valuation requirements under MI 61-101 and Policy 5.9 pursuant to section 4.4(a) of MI 61-101 as an issuer not listed on a specified market. However, the Arrangement requires majority of the minority shareholder approval (\"Disinterested Shareholder Approval\") under MI 61-101. For the purposes of ...