Victory Completes Acquisition of INI
posted on Jan 05, 2009 05:12AM
Focused on the Past Producing Nickel Mine in Lynn Lake
Victory Nickel Inc.
Independent Nickel Corp.
TORONTO, ONTARIO--(Marketwire - Jan. 5, 2009) - Victory Nickel Inc. ("Victory") (TSX:NI)(www.victorynickel.ca) and Independent Nickel Corp. ("Independent") (TSX:INI) hereby announce the completion of the previously announced amalgamation of Independent and 2190583 Ontario Inc., a wholly-owned subsidiary of Victory, (the "Amalgamation") pursuant to an amalgamation agreement dated November 19, 2008, as amended by an agreement dated as of December 24, 2008, among Victory, Independent and 2190583 Ontario Inc. (the "Amalgamation Agreement").
The Amalgamation was approved by the shareholders of Independent at a special meeting held December 23, 2008 and was made effective on January 1, 2009.
As of December 31, 2008, Victory indirectly owned 50,830,249 common shares of Independent (each, an "Independent Share"), or approximately 84% of the then issued and outstanding Independent Shares, all of which had been acquired pursuant to its offer of August 19, 2008 (the "Offer") as varied and extended on September 2, 2008 and as further extended September 24, 2008 and October 6, 2008. In connection with the Amalgamation, Victory acquired ownership over an additional 9,783,489 Independent Shares, representing approximately 16% of the then issued and outstanding Independent Shares, on January 1, 2009 effective as at 12:01 a.m. (the "Subsequent Acquisition"). As a result, Victory held, directly or indirectly, an aggregate of 60,613,738 Independent Shares (representing 100% of the then issued and outstanding Independent Shares).
As described in the Independent management information circular dated November 19, 2008 and pursuant to the terms of the Amalgamation Agreement, shareholders of Independent, other than Victory and its affiliates, received 1.1 common shares of Victory (each, a "Victory Share") for each one Independent Share acquired by Victory as part of the Subsequent Acquisition. The closing price of the Victory Shares on December 31, 2008, the last business day before the Amalgamation, was $0.05.
The Subsequent Acquisition was a private transaction and the Independent Shares acquired pursuant thereto were acquired in furtherance of the Offer.
Following the completion of the Amalgamation, Victory directly holds 100% of the amalgamated entity, which was continued under the name "Independent Nickel Corp." ("New Independent"). Victory has commenced the wind-up of New Independent and will continue the business and affairs of Independent. In addition and as previously announced, applications will be filed to de-list the Independent Shares from trading on the Toronto Stock Exchange and for Independent to cease to be a reporting issuer.
About Victory Nickel
Victory Nickel Inc. is a Canadian company with four 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, Mel and Lynn Lake in Manitoba, and Lac Rocher in northwestern Quebec, and by evaluating opportunities to expand its nickel asset base. Victory Nickel also owns approximately 9% of Wallbridge Mining Company Limited (TSX:WM) the third largest landholder in the Sudbury Basin.
For further information, please visit our website at www.victorynickel.ca.
Forward-Looking Information: This news release contains forward-looking information. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding estimates and/or assumptions in respect of production, revenue, cash flow, costs, economic return, net present value, mine life and financial models, mineral resource estimates, potential mineralization, potential mineral resources, timing of possible production and the Company's development plans and objectives) constitute forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, 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 the Company.
Factors that could cause actual results or events to differ materially from current expectations include, among other things: uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; the possibility that actual circumstances will differ from estimates and assumptions; uncertainties relating to the availability and costs of financing needed in the future; failure to establish estimated mineral resources; fluctuations in commodity prices and currency exchange rates; inflation; recoveries being less than those indicated by the testwork carried out to date (there can be no assurance that recoveries in small scale laboratory tests will be duplicated in large tests under on-site conditions or during production); changes in equity markets; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company's activities; the uncertainties involved in interpreting geological data; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's updated annual information form dated August 18, 2008 filed on SEDAR at www.sedar.com. 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, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.