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Message: Independent Nickel Corp. Special Meeting of Shareholders

Independent Nickel Corp. Special Meeting of Shareholders

posted on Nov 25, 2008 02:48PM
Independent Nickel Corp.

Nov 25, 2008 17:10 ET

Independent Nickel Corp. Special Meeting of Shareholders

SUDBURY, ONTARIO--(Marketwire - Nov. 25, 2008) - Independent Nickel Corp. (TSX:INI) ("Independent Nickel") today announced the mailing to shareholders of the management information circular and related materials in connection with the previously announced special meeting of its shareholders to be held on December 23, 2008.

The special meeting of shareholders has been called to consider and approve the amalgamation of Independent Nickel and 2190583 Ontario Ltd. ("Newco"), a wholly-owned subsidiary of Victory Nickel Inc. ("Victory"), which currently holds approximately 84% of the outstanding common shares in the capital of Independent Nickel ("Independent Nickel Shares"). The special meeting will be held on December 23, 2008 at 10:00 a.m. (Toronto time) at the offices of Macleod Dixon LLP, Toronto Dominion Centre, Canadian Pacific Tower, 100 Wellington Street West, Suite 500, Toronto, Ontario. The record date for determining the shareholders of Independent Nickel entitled to receive notice of the meeting is November 12, 2008. Full particulars of the proposed amalgamation are described in the meeting materials mailed to shareholders and filed on SEDAR.

The proposed amalgamation would result in Victory owning 100% of the common shares of the corporation resulting from the amalgamation of Independent Nickel and Newco ("Amalco"). Holders of Independent Nickel Shares on the effective date of the amalgamation, other than Newco and any dissenting shareholders, will receive 1.1 common shares of Victory for each Independent Nickel Share. This consideration is equal to the consideration provided under the take-over bid and offer to purchase made by Victory for all of the Independent Nickel Shares dated August 19, 2008, as amended.

Newco holds a sufficient number of Independent Nickel Shares to approve the amalgamation in accordance with applicable law. It is anticipated that the amalgamation will be effective January 1, 2009.

About Independent Nickel Corp.

Independent Nickel is currently a publicly traded (TSX:INI) Sudbury-based mining company engaged in the acquisition, exploration and development of mineral resource properties, primarily those with the potential for near-term production or exhibiting potential for hosting a major mineralized deposit. Following the amalgamation, an application will be made to delist the Independent Nickel Shares, following which they will no longer be publicly traded on any stock exchange.

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.

For more information, please contact

Independent Nickel Corp.
Richard Murphy
President and CEO
(705) 521-8444
Email: [email protected]
Website: www.independentnickel.com
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