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Northwest Copper (TSXV:NWST) Concerned Shareholder Grant Sawiak Announces Competing Slate of Directors with International Mining Experience, Expertise and Reputation to Replace Current Directors at June 23 Annual Meeting of Shareholders

Tuesday, 23 May 2023 07:00

TORONTO, ON / ACCESSWIRE / May 23, 2023 / Concerned shareholder Grant Sawiak has announced a competing directors' slate for election at the upcoming June 23 annual meeting (the "Meeting") nominated in accordance with section 4.12 of NWST's articles. Mr. Sawiak said that for the past 2 years the current board has overseen operations that have wiped tens of millions of dollars of value from NWST's value; have reduced the share price by 67% in the last year alone; and have conducted and intend to conduct further share offerings that excessively dilute shareholders in terms of the number of shares issued and at prices which have been near the historic lows at the times previous offerings were conducted.

The revised operational philosophy that the current board appears to be intent on pursuing yet again can be summarized as "DILUTE. DRILL. REPEAT." For example, beginning in January of 2023 the current board raised over $5,000,000 at a price of $0.23 by issuing 22,000,000 shares and 11,000,000 warrants primarily to do metallurgy and upgrade the PEA. Three months later they quietly abandoned this approach (which had been followed for 2 years). To make matters worse, on May 4 the current board quietly filed a preliminary prospectus which reflected the intention to raise an additional $50,000,000 by prospectus of common shares, warrants and subscription receipt units to pursue a new drilling strategy which at best is ill-defined and lacks a concrete goal. Assuming another near historic low price for this offering based on recent trading (assume $0.20 per actual and underlying share), the excessive dilution can be expected to at least double the currently issued share capital. The dilution in terms of share numbers and pricing will, in the Concerned Shareholder's view, destroy shareholder value; lead to an inevitable share consolidation (reverse split); and will ultimately be followed by a forced sale.

The current board also seems to be unaware that the share price is being currently depressed by the abusive tactics of at least two short sellers. Even if the board is aware, they have no plan as to how to address this problem. In fact by issuing freely trading shares pursuant to a prospectus and without imposing restrictions to curtail the shares available to short sellers, the board is oblivious to the fact that such an offering will only enhance the short sellers' activities and profits while continuing to artificially depress the stock price since the short sellers will have a significant number of new free trading shares to borrow against in their abusive short selling.

The Concerned Shareholder believes that unlocking shareholder value starts not by the current board doing more drilling but with replacing the current board with independents who are internationally recognized for their expertise in the mining industry; have extensive experience in dealing with mining projects of varying natures, stages of development and sizes throughout the world; have brought projects into development or sold projects or companies to major mining entities; and have been involved in turnaround situations which NWST is clearly on the way to becoming because of the current board's ineptitude.

Once the Concerned Shareholder's nominees are elected, the new board will concurrently pursue three parallel courses in order to unlock shareholder value while being completely transparent.

The first will be to conduct a complete review of NWST's assets using their skills and the skills of outside advisers if the expertise does not exist on the board. The purpose of this exercise will be to assess and prioritize which assets are core assets and which are not. Once priorities are set, the board will determine what assets can best be developed by the company directly and those assets which are better left to development by or sale to third parties which can provide cash or enhance the value of such properties without spending the company's funds. This would include possibilities such as a sale of certain properties, earn-ins, joint ventures or royalty grants but to name a few examples.

The second course will involve a constant review of the board's expertise. When in course of reviewing assets or operations, if it is determined that a particular skill set may be lacking and it is in shareholders' interests to acquire this skill not by hiring an adviser but by introducing a new director, immediate steps will be taken to strengthen the board. In fact, that process has already begun. Discussions have commenced with at least two individuals, one in Vancouver and one in Toronto, who have corporate finance and mining expertise that have been developed throughout the world and both of whom are well known to the mining and investment communities in Canada and abroad. Although these people's identities are being kept confidential because discussions are at an early stage and there is no guarantee any of them will join the board, the promise that NWST holds has attracted their attention.

The last course involves obtaining financing that is rational and less dilutive which is to be done on an "as when needed" basis. One example is that various sources, including existing shareholders, have indicated that they would be interested in participating (along with third party institutional investors) in such financings. These financings would involve flow through shares (whether charitable or not) and/or hard dollar financings whether in equity or quite possibly in a hybrid form that would be less dilutive than pure equity.

Below are brief descriptions of the 6 board nominees that the Concerned Shareholder is proposing for election to unlock shareholder value in NWST (the "Nominees"). Each Nominee has consented to stand for election. The Concerned Shareholder will not contest Management's nomination of David Moore if he decides to stand for election.

JOHN THEOBALD. John is a Chartered Engineer who also holds a degree in geology as well as several financial designations. He resides in London, England. During his 40+ year career he has acted in the capacities of President, CEO, Chair, COO, Operations Director, Executive Operations Manager, Business Development Manager, Senior Staff Geologist and a director of mining companies with interests in countries from South Africa to Canada to England to Australia to Belgium and the United States. Some of the companies he has been involved with range from majors such as Anglo American Corp of South Africa, Phelps Dodge, Iscor Ltd., royalty and investment company Anglo Pacific Group as well as Vancouver and Toronto based companies such as Gold Hunter Resources, Max Resource Corp. and First Coal Corp. Mr. Theobald is independent as he owns no shares of NWST nor does he have any contractual arrangements with either NWST or the Concerned Shareholder.

BRAAM JONKER. Braam is a CA/CPA who resides in Vancouver and has qualified as a chartered accountant in other jurisdictions such as England & Wales as well as South Africa. He has 30 years of extensive management, accounting and corporate finance experience across 5 continents mostly in the mining industry. He currently serves as the Lead Independent director of Mandalay Resources and CFO of Century Lithium and CoTec Holdings. Previously he was the CFO of Nevada Copper and Western Coal at the time of its take-over by Walter Energy for $3.3 billion. He has been a key management member in the strategic growth of several public companies and has raised and overseen the raising of more than $750 million in equity and debt as well as being involved in corporate transaction aggregating several billion dollars. Mr. Jonker is independent for the same reasons as Mr. Theobald.

JIM STEEL. Jim is a tri-lingual professional geoscientist with a graduate degree in management finance. He has over 35 years of experience working in exploration and production geology, portfolio management and as a buy /sell side analyst. Jim resides in Brampton, Ontario. In 1992 Jim discovered one of the world's largest copper deposits - the Ujima project in Chile. In addition to currently acting as the founder and a director of a silver exploration company in Ontario; a hyperspectral imaging accelerating exploration and discovery company and a Chilean gold company where he constructed a gravitational mill to process artisanal miner ore at better recoveries, Jim has held various senior positions in mining companies operating in Canada, USA, Chile, Argentina, Colombia, Guyana, Indonesia, Zambia, Namibia and Egypt. He is independent for the same reasons as Messrs. Theobald and Jonker.

MARYANTONNETT FLUMIAN. Maryantonnett has a career spent in the Canadian federal and provincial public service. A former Deputy Minister in the Canadian federal government as well as the President of the Institute on Governance for 10 years, she established an Indigenous Advisory Circle at the latter to do research to enable a dialogue on reframing the issues of Reconciliation. She resides in Ottawa and now spends her time primarily working with Indigenous communities across Canada. Currently she is spending her time assisting First Nations in British Columbia where she is a governance advisor to both the Musqueam First Nation and 5 other First Nations working under the auspices of the New Relationship Trust. Ms. Flumian is independent for the same reasons as Messrs. Theobald, Jonker, and Steel.

ADAM MANNA. Adam holds a J.D. and practices litigation in Toronto. Part of his practice includes representing high net worth individuals and he is often asked to sit on a board of directors to represent his clients' interests as he is doing with NWST. Prior to opening his own practice Adam was part of a small executive team for a company that had worldwide sales of approximately $200 million per annum. As part of his ongoing role he was responsible for environmental and corporate compliance and assumed lead responsibility for the negotiations and sale of the company to a NYSE listed multinational company. Adam is independent for the same reasons as Messrs. Theobald, Jonker, Steel and Ms. Flumian.

GRANT SAWIAK. Grant practiced securities law in Vancouver and Toronto. He began his career as one of the first lawyers hired by The Toronto Stock Exchange to regulate listed companies and those companies applying to list on the TSX. After leaving the TSX he became head of the securities law departments of two Canadian international firms and one Canadian regional law firm. He was also lead securities counsel for Nav Canada in the then largest privatization in Canadian history - Nav Canada's $5.5 billion acquisition of the Canadian civil air navigation system. Over his 40+ year career he represented mining clients on all 6 inhabited continents and the Canadian financial press have referred to him as a Canadian "mining veteran". Mr. Sawiak resides in North York, owns 753,165 shares of NWST but has no contractual or other arrangements with NWST.

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. The Concerned Shareholder intends to rely on the exemption contained in Section 9.2(2) of National Instrument 51-102 - Continuous Disclosure Obligations to solicit proxies from no more than 15 securityholders. The Concerned Shareholder may also choose to file a dissident information circular in due course in compliance with applicable securities laws.

The information contained herein, and any solicitation made by the Concerned Shareholder in advance of the Meeting, is or will be, as applicable, made by the Concerned Shareholder and not by or on behalf of the management of NWST. All costs incurred for any solicitation will be borne by the Concerned Shareholder, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from NWST of the Concerned Shareholder's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Company's board of directors. The Concerned Shareholder is not soliciting proxies in connection with the Meeting at this time.

The Concerned Shareholder may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholder. Any proxies solicited by or on behalf of the Concerned Shareholder, including by any other agent retained by the Concerned Shareholder, may be solicited pursuant in any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

The head office of NWST is located at Suite 1900, 1055 West Hastings Street Vancouver, British Columbia V6E 2E9. A copy of this press release may be obtained on NWST' SEDAR profile at

For more information contact:

Grant Sawiak

SOURCE: Grant Sawiak

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