NovaCopper Announces Election of Directors and Special Meeting of Shareholders
May 21, 2015
May 21, 2015 - Vancouver, British Columbia - NovaCopper Inc. (TSX, NYSE-MKT: NCQ) ("NovaCopper" or "the Company") is pleased to announce that the shareholders voted in favour of all items of business before the Annual Meeting of the Shareholders held in Vancouver yesterday. The nominees listed in the management proxy circular for the meeting were all elected as directors and all other agenda items, including ratification of auditors and approval of unallocated awards under the incentive plan, were also approved. Detailed results of the vote for the election of directors are set out below.
Nominee | Votes For | % For | Votes Withheld | % Withheld |
---|---|---|---|---|
Tony S. Giardini | 27,113,608 | 99.12 | 240,788 | 0.88 |
Thomas S. Kaplan | 27,106,769 | 99.09 | 247,627 | 0.91 |
Gregory A. Lang | 27,106,852 | 99.10 | 247,544 | 0.90 |
Igor Levental | 26,314,876 | 96.20 | 1,039,520 | 3.80 |
Kalidas V. Madhavpeddi | 27,036,772 | 98.84 | 317,568 | 1.16 |
Gerald J. McConnell | 26,300,158 | 96.15 | 1,054,238 | 3.85 |
Clynton R. Nauman | 27,082,334 | 99.01 | 272,062 | 0.99 |
Janice Stairs | 26,962,180 | 98.57 | 392,216 | 1.43 |
Rick Van Nieuwenhuyse | 27,068,877 | 98.96 | 285,519 | 1.04 |
Detailed results of all items of business are available in the Report of Voting Results filed under the Company's SEDAR profile at www.sedar.com ("SEDAR") and on the Form 8-K filed under the Company's EDGAR profile at www.sec.org ("EDGAR").
Special Meeting of Shareholders on June 15, 2015
Further to the Company's announcement on April 23, 2015 of its agreement to acquire all of the issued and outstanding common shares of Sunward Resources Ltd. (" Sunward") by way of a court approved plan of arrangement (the "Arrangement"), the Company is pleased to announce the mailing of a joint management information circular (the "Circular") in connection with the special meeting of the Company's shareholders being held on June 15, 2015 to consider the Arrangement (the "NovaCopper Meeting").
The Arrangement is subject to the approval of a majority of votes cast
by the shareholders of NovaCopper at the NovaCopper Meeting. The
Arrangement has been unanimously approved by the board of directors of
each of Sunward and NovaCopper with two common directors having declared
their interest and abstained from voting. Dr. Thomas Kaplan, a director
of NovaCopper, also declared his interest and abstained from voting due
to his relationship with Electrum Strategic Resources L.P., which owns
approximately 27.8% of NovaCopper's issued and outstanding shares, and
whose affiliated fund owns approximately 18.2% of Sunward's issued and
outstanding shares.
In addition to NovaCopper shareholder approval, the implementation of
the Arrangement is subject to the approval of at least 66 2/3% of the
votes cast at Sunward's special meeting of shareholders to be held on
June 15, 2015 (the "
Sunward Meeting") and a majority of
disinterested Sunward shareholders. NovaCopper has received voting
support agreements from all Sunward officers and directors.
Additionally, Sunward's four largest shareholders, including Gold First
Investments Limited, Electrum Strategic Acquisitions LLC and Paulson
& Co. Inc., holding in aggregate approximately 70% of Sunward's
issued and outstanding common shares, have all agreed to vote in support
of the Arrangement at the Meeting.
In addition to shareholder approvals, the Arrangement is also subject to
the receipt of certain regulatory, court and stock exchange approvals,
and certain other closing conditions customary in transactions of this
nature. Assuming receipt of the requisite approvals and satisfaction of
all other closing conditions, the Arrangement is expected to be
consummated in mid to late June.
Additional Information and Where To Find It
Further information regarding the Arrangement is contained in the
Circular filed on May 14, 2015 on SEDAR by Sunward and by NovaCopper on
SEDAR and with the Securities and Exchange Commission (the "SEC") and
mailed to their respective shareholders in connection with the special
meetings of each of the NovaCopper and Sunward shareholders. The
Arrangement Agreement is attached to the Circular. The Circular contains
important information about the proposed Arrangement and related
matters. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE CIRCULAR
CAREFULLY AND IN ITS ENTIRETY.
NovaCopper and its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed Arrangement. Information regarding NovaCopper's
directors and executive officers is available in NovaCopper's proxy
statement filed on Schedule 14A for its 2015 annual meeting of
shareholders and its 2014 Annual Report on Form 10-K, each of which have
been filed with the SEC and on SEDAR. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, is contained
in the Circular and other relevant materials to be filed with the SEC
when they become available. Investors and shareholders will be able to
obtain free copies of the Circular, past proxy statements and other
documents filed with the SEC by NovaCopper through the website
maintained by the SEC at
www.sec.gov.
In addition, investors and shareholders will be able to obtain free
copies of the Circular from NovaCopper by telephone at (604) 638-8088,
or by going to NovaCopper's Investor Center page on its corporate
website at
http://www.novacopper.com.
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.
NovaCopper Contact:
Elaine Sanders
Vice President & Chief Financial Officer moc.reppocavon@srednas.eniale
604-638-8088 or 1-855-638-8088
Cautionary Note Regarding Forward-Looking Statements
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 NovaCopper Meeting and Sunward Meeting, 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.
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 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; fluctuations in metal prices and
currency exchange rates; and other risks and uncertainties disclosed in
NovaCopper's Annual Report on Form 10-K for the year ended November 30,
2014 filed with Canadian securities regulatory authorities and with the
SEC and in other NovaCopper reports and documents filed with applicable
securities regulatory authorities from time to time. NovaCopper's
forward-looking statements reflect the beliefs, opinions and projections
on the date the statements are made. NovaCopper assumes no obligation
to update the forward-looking statements or beliefs, opinions,
projections, or other factors, should they change, except as required by
law.