Nuinsco Resources Limited announced that it has mailed to its shareholders a notice and Management Information Circular (the “Circular”) for a special meeting of shareholders (the “Meeting”) to seek approval of a proposed arrangement (the “Arrangement”) which will create a new nickel company called Victory Nickel Inc. (“Victory Nickel”). Shareholders of record of Nuinsco as of December 18, 2006 and persons who acquired common shares of Nuinsco pursuant to the private placement of 19,231,000 common shares completed on December 21, 2006 are entitled to vote at the meeting. The special meeting of the shareholders of Nuinsco called to consider the Arrangement is to be held at the Board of Trade, Ridout Room, 1 First Canadian Place, Toronto, Ontario at 3:00 p.m. (Toronto time) on Friday, January 26, 2007. The Circular and related Meeting materials have been filed electronically on SEDAR.
Pursuant to the Arrangement, Nuinsco’s interest in the Minago, Mel and Lac Rocher sulphide nickel projects, together with cash in the estimated amount of $12 million, will be acquired by Victory Nickel. Each shareholder of Nuinsco will receive one new common share of Nuinsco and 0.75 common shares of Victory Nickel for each common share of Nuinsco held by such shareholder. Upon completion of the Arrangement, Nuinsco will continue to hold its non-nickel property interests, which include the Diabase Peninsula, Berta, Elmalaan, Cameron Lake and Prairie Lake projects and approximately 11% of the outstanding shares of Campbell Resources Inc. Nuinsco will also hold a 25% interest in Victory Nickel and certain other assets, including working capital to fund the continued exploration of the non-nickel properties.
The completion of the Arrangement is conditional upon, among other things, the approval of not less than two-thirds of the votes cast by the shareholders of Nuinsco thereon at the Meeting, approval of the Ontario Superior Court of Justice, receipt by Nuinsco of an advance income tax ruling from the Canada Revenue Agency, or alternative confirmation satisfactory to Nuinsco, which confirms that the Arrangement may be completed on a tax neutral basis for Nuinsco, and receipt of all other regulatory and third-person consents and approvals required in connection with the Arrangement, including for the transfer by Nuinsco of the mineral resource property interests to Victory Nickel.
The effective date of the Arrangement is currently anticipated to be on or about February 1, 2007. The new common shares of Nuinsco and the common shares of Victory Nickel to be issued in connection with the Arrangement will not be subject to any restricted or hold period in Canada. An application has been made to have the new Nuinsco common shares and Victory Nickel common shares issued pursuant to the Arrangement listed on the TSX. TSX approval of such listings will be subject to Nuinsco meeting the continued listing requirements of the TSX and Victory Nickel meeting the original listing requirements of the TSX.
About Nuinsco Resources
Nuinsco is a growth-oriented, multi-commodity mineral exploration and development company that is prepared for production and focused on growth through nickel, uranium, copper, zinc and gold exploration and development in world-class mineralized belts in Canada and Turkey. Shares of Nuinsco trade on the Toronto Stock Exchange under the symbol NWI.
FORWARD-LOOKING STATEMENTS: This news release contains certain “forward-looking statements.” All statements, other than statements of historical fact, that address activities, events or developments that Nuinsco 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 Nuinsco based on information currently available to Nuinsco. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Nuinsco 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 Nuinsco. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to successfully complete 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, Nuinsco 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 Nuinsco 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.
Nuinsco Resources Limited
Nuinsco Resources Limited