and Nevada . have entered into a non-binding letter of agreement dated August 22, 2022 (the “LOA“) pursuant to which Flying Nickel proposes to acquire all of the issued and outstanding common shares of Nevada Vanadium by way of a court-approved plan of arrangement (the “Transaction“).
Under the terms of the Transaction, Nevada Vanadium shareholders are expected to receive one Flying Nickel common share for each Nevada Vanadium Share held immediately prior to the effective time of the Transaction, representing the equivalent of $0.155 per Nevada Vanadium Share, based on the closing price of Flying Nickel Shares on the TSX Venture Exchange (the “TSXV“) on August 19, 2022. All convertible securities of Nevada Vanadium outstanding immediately prior to the effective time of the Transaction are also expected to be exchanged for securities of Flying Nickel bearing substantially the same terms as the securities replaced based on the Exchange Ratio.
Currently, Flying Nickel has 62 million shares outstanding, and Nevada Vanadium has 53 million shares outstanding. Upon completion of the Transaction, the combined company (the “Resulting Issuer“) will be owned approximately 54% by Flying Nickel shareholders and 46% by Nevada Vanadium shareholders The Resulting Issuer is expected to continue to be listed on the TSXV as a mining issuer.
John Lee, Chief Executive Officer of Flying Nickel stated “The Gibellini Vanadium project is an ideal complement to Flying Nickel’s Minago Nickel project. Nickel and vanadium are both key ingredients in batteries and classified as critical metals* by U.S. Geological Survey. Minago and Gibellini are both entering into the final environmental permitting stages and are located in mining friendly districts in North America. We believe the combined company will have one-of-a-kind mineral resource base and a dominant presence in the battery metals mining space.“