Victory Nickel Acquires Additional Common Shares of Independent Nickel
posted on Oct 18, 2008 08:15AM
Focused on the Past Producing Nickel Mine in Lynn Lake
|Victory Nickel Acquires Additional Common Shares of Independent Nickel|
|TORONTO, ONTARIO--(Marketwire - Oct. 17, 2008) - Victory Nickel Inc. ("Victory Nickel" or the "Company")(TSX:NI)(www.victorynickel.ca) announced today that pursuant to its offer (the "Offer") to acquire all of the outstanding common shares (the "Independent Shares") of Independent Nickel Corp. ("Independent") (TSX:INI) on the basis of 1.1 of a Victory Nickel share for each Independent Share, pursuant to its offer to purchase and takeover bid circular dated August 19, 2008, as amended by its notice of variation and extension dated September 2, 2008 and as amended by its notice of extension dated September 24, 2008 and October 6, 2008, Victory Nickel has taken-up and paid for an additional 4,088,815 Independent Shares, being all of the Independent Shares tendered and not previously acquired pursuant to the Offer as at 6:00 p.m. (Toronto time) on October 17, 2008 (the "Expiry Time").
As a result of the take-up of the additional Independent Shares deposited to the Offer, Victory Nickel has ownership and control over an aggregate of 50,830,249 Independent Shares, representing approximately 84% of the 60,613,738 issued and outstanding Independent Shares.
Victory Nickel has now acquired ownership and control over 84% of the issued and outstanding Independent Shares by the issuance of an aggregate of 55,913,274 Victory Nickel shares ("Victory Nickel Shares"). As of the date hereof, the closing trading price of the Victory Nickel Shares on the Toronto Stock Exchange (the "TSX"), as reported by the TSX, was $0.075 per Victory Nickel Share.
Victory Nickel has not extended the Offer and, as a result, the Offer has expired and is no longer open for acceptance. Victory Nickel intends to acquire all of the Independent Shares not acquired by the Expiry Time pursuant to a Subsequent Acquisition Transaction, which is expected to be considered at a special meeting of holders of Independent Shares on December 23, 2008.
About Victory Nickel
Victory Nickel Inc. is a Canadian company with three sulphide nickel deposits containing significant 43-101-compliant nickel resources. Victory Nickel is focused on becoming a mid-tier nickel producer by developing its existing properties, Minago and Mel in Manitoba, and Lac Rocher in northwestern Quebec, and by evaluating opportunities to expand its nickel asset base.
FORWARD-LOOKING STATEMENTS: This news release and the Offer Documents and the material incorporated by reference therein contain certain "forward-looking statements." All statements, other than statements of historical fact, that address activities, events or developments that Victory Nickel believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek," "anticipate," "believe," "plan," "estimate," "expect," and "intend" and statements that an event or result "may," "will," "can," "should," "could," or "might" occur or be achieved and other similar expressions. These forward-looking statements reflect the current expectations or beliefs of Victory Nickel based on information currently available to Victory Nickel. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Victory Nickel to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Victory Nickel. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to successfully complete the Offer, financings, capital and other costs varying significantly from estimates, production rates varying from estimates, changes in world copper, nickel and/or gold markets, changes in equity markets, uncertainties relating to the availability and costs of financing needed in the future, equipment failure, unexpected geological conditions, imprecision in resource estimates, success of future development initiatives, competition, operating performance of facilities, environmental and safety risks, delays in obtaining or failure to obtain necessary permits and approvals from government authorities, and other development and operating risks. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Victory Nickel disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although Victory Nickel believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Because of the risks, uncertainties and assumptions inherent in forward-looking information, prospective investors, including holders of Independent Nickel Shares, in Victory Nickel's securities should not place undue reliance on forward-looking information.
This offer is being made for the securities of a Canadian issuer and by a Canadian issuer that is permitted to prepare the offer and circular in accordance with the disclosure requirements of Canada. U.S. shareholders should be aware that such requirements are different from those of the United States. The financial statements to be included or incorporated by reference in the Offer Documents will be prepared in accordance with Canadian generally accepted accounting principles, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.
The enforcement by shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Victory Nickel is incorporated under the laws of Ontario, Canada, that some or all of its officers and directors may be residents of jurisdictions outside the United States, that some or all of the experts named in the Offer Documents may be residents of jurisdictions outside the United States and that all or a substantial portion of the assets of Victory Nickel and said persons may be located outside the United States.
U.S. Shareholders should be aware Victory Nickel may purchase securities otherwise than under the Offer, such as in the open market or in privately negotiated purchases.