NovaCopper and Sunward Shareholders Approve the Acquisition of Sunward by NovaCopper
June 15, 2015
June 15, 2015 - Vancouver, British Columbia - NovaCopper Inc. (TSX, NYSE-MKT: NCQ) ("NovaCopper") and Sunward Resources Ltd. (TSX: SWD; OTCQX: SNWRF) ("Sunward") are pleased to announce that the acquisition of Sunward by NovaCopper pursuant to a plan of arrangement (the "Arrangement") received overwhelming approval by the shareholders of each company at their respective shareholder meetings held today.
At NovaCopper's special meeting (the "NovaCopper Meeting"),
approximately 99.36% of the shares represented at the NovaCopper
Meeting were voted in favour of the issuance of common shares of
NovaCopper (the "
NovaCopper Shares") in connection with the Arrangement.
At Sunward's special meeting (the "Sunward Meeting"), approximately 99.98% of the shares represented at the Sunward Meeting were voted in favour of the Arrangement.
Under the terms of the Arrangement, each shareholder of Sunward will
receive 0.30 of a NovaCopper Share for each common share of Sunward
held. Additional information on the results of the Meeting will be
filed on the SEDAR website at
www.sedar.com.
The Arrangement is expected to be completed later this week, subject to court approval and the satisfaction of certain other customary closing conditions.
About NovaCopper
NovaCopper Inc. is a base metals exploration company focused on
exploring and developing the Ambler mining district in Alaska. It is
one of the richest and most-prospective known copper-dominant districts
located in one of the safest geopolitical jurisdictions in the world. It
hosts world-class polymetallic VMS deposits that contain copper, zinc,
lead, gold and silver, and carbonate replacement deposits which have
been found to host high-grade copper mineralization. Exploration efforts
have been focused on two deposits in the Ambler district -- the Arctic
VMS deposit and the Bornite carbonate replacement deposit. Both deposits
are located within NovaCopper's land package that spans approximately
143,000 hectares. NovaCopper has an agreement with NANA Regional
Corporation, Inc., an Alaskan Native Corporation that provides a
framework for the exploration and potential development of the Ambler
mining district in cooperation with the local communities. Our vision is
to develop the Ambler mining district into a premier North American
copper producer.
More information on the Company, its properties and its management team is available on the Company's website at www.novacopper.com.
About Sunward
Sunward Resources Ltd. is a Canadian-based company focused on the
exploration and development of the 100%-owned Titiribi Project in
Colombia. Titiribi hosts NI 43 101-compliant Measured and Indicated
Resource of 4.63 million ounces of gold contained within 285.8 million
tonnes grading 0.50 grams/tonne and Inferred Resource of 6.01 million
ounces of gold contained within 349.4 million tonnes grading 0.53
grams/tonne. All Titiribi resources were assessed using a cut-off of 0.3
grams/tonne gold. Titiribi also hosts 654.4 million pounds of copper in
the Measured & Indicated Mineral Resource and 216.3 million pounds
of copper in the Inferred Resource. For more information, please see
Sunward's press release dated September 12, 2013 as published on SEDAR
and on Sunward's website, as well as the technical report entitled
"Technical Report on the Titribi Project Department of Antioquia Colombia" dated September 9, 2013.
Ms. Heather White, P.Eng, is Special Advisor to the COO, and a
consultant to Sunward. Ms. Heather White is a qualified person under
National Instrument 43-101 -- Standards of Disclosure for Mineral
Projects ("NI 43-101") and has reviewed and approved all of the
scientific and technical information in this press release as it relates
to the Titiribi Project.
The Titiribi Project is located approximately 70 kilometres southwest of
the city of Medellin, Colombia, in Antioquia department, within the
historical Titiribi mining district. Access to Titiribi is by a paved
highway from Medellin.
More information on Sunward, its properties and its management team is available on their company's website at www.sunwardresources.com.
For Further Information Please Contact:
NovaCopper Inc. | Sunward Resources Ltd. |
Rick Van Nieuwenhuyse | Philip O’Neill |
President & Chief Executive Officer | Chief Executive Officer |
Tel: 604-638-8088 | Tel: 604-568-7617 |
This press release includes certain "forward-looking information" and
"forward-looking statements" (collectively "forward-looking statements")
within the meaning of applicable Canadian and United States securities
legislation including the United States Private Securities Litigation
Reform Act of 1995. All statements, other than statements of historical
fact, included herein, without limitation, statements relating to the
satisfaction of closing conditions, anticipated closing date, and
development of the Ambler mining district, are forward-looking
statements. Forward-looking statements are frequently, but not always,
identified by words such as "expects", "anticipates", "believes",
"intends", "estimates", "potential", "possible", and similar
expressions, or statements that events, conditions, or results "will",
"may", "could", or "should" occur or be achieved. These forward-looking
statements may include statements regarding perceived merit of
properties; exploration plans and budgets; mineral reserves and resource
estimates; work programs; capital expenditures; timelines; strategic
plans; market prices for precious and base metals; or other statements
that are not statements of fact.
These forward-looking statements are based on a number of assumptions,
including assumptions regarding the ability of the parties to receive,
in a timely manner and on satisfactory terms, the necessary court and
regulatory approvals and the ability of the parties to satisfy in a
timely manner, the conditions to the closing of the Arrangement; the
successful advancement of exploration projects, planned expansions or
other projects within the timelines anticipated and at anticipated
production levels; projections and estimates made in the technical
reports for the UKMP and Titiribi projects; that mineral resources can
be developed as planned; interest and exchange rates; that required
financing will be obtained and on market terms; general economic
conditions; that labour disputes, flooding, ground instability, fire,
failure of plant, equipment or processes to operate as anticipated and
other risks of the mining industry will not be encountered; the price of
copper and other metals; competitive conditions in the mining industry;
title to mineral properties; and changes in laws, rules and regulations
applicable to NovaCopper and Sunward. Although management of
NovaCopper and Sunward believe that the assumptions made and the
expectations represented by forward-looking statements contained herein
are reasonable, there can be no assurance that such statements will
prove to be accurate.
Forward-looking statements involve various risks and uncertainties.
There can be no assurance that such statements will prove to be
accurate, and actual results and future events could differ materially
from those anticipated in such statements. Important factors that could
cause actual results to differ materially from NovaCopper's and
Sunward's expectations include the uncertainties involving the need for
additional financing to explore and develop properties and availability
of financing in the debt and capital markets; uncertainties involved in
the interpretation of drilling results and geological tests and the
estimation of reserves and resources; the need for cooperation of
government agencies and native groups in the development and operation
of properties; the need to obtain permits and governmental approvals;
risks of construction and mining projects such as accidents, equipment
breakdowns, bad weather, non-compliance with environmental and permit
requirements, unanticipated variation in geological structures, metal
grades or recovery rates; unexpected cost increases, which could include
significant increases in estimated capital and operating costs; and
fluctuations in metal prices and currency exchange rates. NovaCopper's
and Sunward's forward-looking statements reflect the beliefs, opinions
and projections on the date the statements are made. Readers are
cautioned not to place undue reliance on forward-looking information due
to the inherent certainty thereof. NovaCopper and Sunward assume no
obligation to update the forward-looking statements or beliefs,
opinions, projections, or other factors, should they change, except as
required by law.
Cautionary Note to United States Investors
Sunward's resource information has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which differ
from the requirements of U.S. securities laws. Unless otherwise
indicated, all resource and reserve estimates included in this press
release have been prepared in accordance with NI 43-101 and the Canadian
Institute of Mining, Metallurgy, and Petroleum Definition Standards on
Mineral Resources and Mineral Reserves. NI 43-101 is a rule developed by
the Canadian Securities Administrators which establishes standards for
all public disclosure an issuer makes of scientific and technical
information concerning mineral projects. Canadian standards, including
NI 43-101, differ significantly from the requirements of the SEC, and
resource and reserve information contained therein may not be comparable
to similar information disclosed by U.S. companies. In particular, and
without limiting the generality of the foregoing, the term "resource"
does not equate to the term "reserves". Under U.S. standards,
mineralization may not be classified as a "reserve" unless the
determination has been made that the mineralization could be
economically and legally produced or extracted at the time the reserve
determination is made. The SEC's disclosure standards normally do not
permit the inclusion of information concerning "measured mineral
resources", "indicated mineral resources" or "inferred mineral
resources" or other descriptions of the amount of mineralization in
mineral deposits that do not constitute "reserves" by U.S. standards in
documents filed with the SEC. Investors are cautioned not to assume that
any part or all of mineral deposits in these categories will ever be
converted into reserves. U.S. investors should also understand that
"inferred mineral resources" have a great amount of uncertainty as to
their existence and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an "inferred
mineral resource" will ever be upgraded to a higher category. Under
Canadian rules, estimated "inferred mineral resources" may not form the
basis of feasibility or pre-feasibility studies except in rare cases.
Investors are cautioned not to assume that all or any part of an
"inferred mineral resource" exists or is economically or legally
mineable. Disclosure of "contained ounces" in a resource is permitted
disclosure under Canadian regulations; however, the SEC normally only
permits issuers to report mineralization that does not constitute
"reserves" by SEC standards as in-place tonnage and grade without
reference to unit measures. The requirements of NI 43-101 for
identification of "reserves" are also not the same as those of the SEC,
and reserves reported by the Company in compliance with NI 43-101 may
not qualify as "reserves" under SEC standards. Accordingly, information
concerning mineral deposits set forth in this press release may not be
comparable with information made public by companies that report in
accordance with U.S. standards.