TORONTO, Jan. 16,
2025 /CNW/ -
Dear Shareholders:
As you know, the shareholders of Power Nickel Inc. ("Power
Nickel" or the "Company") held their Annual General and
Special Meeting on November 22, 2024
(the "AGSM"). During the AGSM, the shareholders approved a
special resolution for a plan of arrangement whereby the Company
will spin-out its Golden Ivan
property and certain Chilean exploration assets to Chilean Metals
Inc. ("Chilean Metals" or "Spinco"), a wholly owned
subsidiary of the Company (collectively, the
"Arrangement"). On November 27,
2024, the Company obtained a final order from the Supreme
Court of British Columbia
approving of the Arrangement.
Further to the Company's press release dated December 5, 2024, the Company expects that the
Arrangement will become effective around January 31, 2025 or shortly thereafter. The
Company will issue a further news release confirming the effective
date of the Arrangement (the "Effective Date") and relevant
date for which Power Nickel shareholders of record will receive,
for each Power Nickel common share (a "Power Nickel Share")
held: (a) one new common share of Power Nickel (a "New Power
Nickel Share"); and (b) 0.05 of one Spinco common share (each
whole common share, a "Spinco Share"). Outstanding stock
options to purchase Power Nickel Shares will also be adjusted
pursuant to the Arrangement, such that the holders of options will
receive new options to purchase New Power Nickel Shares and Spinco
Shares, as described in more detail in the Company's information
circular dated October 21, 2024 (the
"Information Circular"). As set out in the Information
Circular, Power Nickel has chosen to deal with its outstanding
warrants for Power Nickel Shares outside of the Arrangement and
under contractual adjustment provisions in the warrant
certificates.
The Company's transfer agent, Endeavor Trust Corporation, will
act as depositary for the Arrangement (the "Depositary").
Additional information regarding the terms of the Arrangement,
including a summary of the terms and conditions of the arrangement
agreement, is set out in the Information Circular, which is filed
under Power Nickel's SEDAR+ profile at www.sedarplus.ca.
Management of the Company wishes to provide updated guidance to
the Company's shareholders with respect to the procedures to
exchange their Power Nickel Shares for New Power Nickel Shares and
Spinco Shares in advance of the Arrangement becoming
effective.
To assist in the understanding of why the Board has taken this
step and to communicate in a less legalese way, please watch the
following video which helps explain our thinking and the process.
We recommend you watch this and act on our recommendations as soon
as possible.
Procedure to Exchange Power Nickel Shares
The procedure for a shareholder to exchange their Power Nickel
Shares for New Power Nickel Shares and Spinco Shares depends on how
their Power Nickel Shares are issued and registered.
Shareholders that hold any Power Nickel Shares directly with the
Company in their name (a "Registered Shareholder") should
refer to the section below entitled "Registered
Shareholders" for information concerning the procedure to
exchange those Power Nickel Shares. Please note it is possible for
a Registered Shareholder to also qualify as a "Non-Registered
Shareholder". A Non-Registered Shareholder is a shareholder
that owns Power Nickel Shares which are not registered in their
legal name and are instead registered in the name of a nominee or
intermediary, such as: (a) a brokerage firm, bank, trust company,
brokerage firm, trustee or administrator of a self-administered
RRSP, RRIF, RESP, TFSA, FHSA or similar plan or a clearing agency
(an "Intermediary"); or (b) in the name of a depositary,
such as CDS Clearing and Depository Services Inc. ("CDS &
Co.") or the Depository Trust Company ("DTC"), of which
the Intermediary is a participant. If you qualify as a
Non-Registered Shareholder, please refer to the section below
entitled "Non-Registered Shareholders" for information
concerning the procedure to exchange Power Nickel Shares held in
the name of an Intermediary or other depositary of which the
Intermediary is a participant.
Registered Shareholders
The procedure to exchange Power Nickel Shares held by Registered
Shareholders depends on whether their Power Nickel Shares are
issued in:
- A certificated format, such as a share certificate evidencing
Power Nickel Shares ("Certificated Shares"), in which case
the Registered Shareholder is referred to the below section
entitled "(1) Certificated Shares" for more
information.
- An uncertificated format, such as a Direct Registration System
advice statement (a "DRS Advice") evidencing Power Nickel
Shares ("Uncertificated Shares"), in which case the
Registered Shareholder is referred to the below section entitled
"(2) Uncertificated Shares" for more information.
- In both certificated and uncertificated format (e.g., the
Registered Shareholder has both share certificate(s) and DRS
Advice(s) evidencing Power Nickel Shares), in which case the
Registered Shareholder is referred to the below sections entitled
"(1) Certificated Shares" and "(2) Uncertificated
Shares" for more information.
(1) Certificated Shares
For a Registered Shareholder that holds Certificated Shares
(below, a "Certificated Shareholder"), Power Nickel, through
the Depositary, will mail a letter of transmittal (the "Letter
of Transmittal") in respect of such Certificated Shares to each
Certificated Shareholder, which will be used by the Certificated
Shareholder to exchange their Certificated Shares for a share
certificate or DRS Advice representing their New Power Nickel
Shares and a DRS Advice representing their Spinco Shares. As
soon as practicable following the Effective Date, such Certificated
Shareholder must submit his/her/its Power Nickel Shares which are
Certificated Shares to the Depositary with a
duly completed Letter of Transmittal in order to receive their New
Power Nickel Shares and Spinco Shares in exchange for such
Certificated Shares. Thereafter, the Depositary will
cause to be delivered to such Certificated Shareholders, in
accordance with the Letter of Transmittal, a share certificate or
DRS Advice representing the New Power Nickel Shares and a DRS
Advice representing the aggregate Spinco Shares to which such
Certificated Shareholders are entitled to receive in exchange for
their Certificated Shares.
Until such Certificated Shares are exchanged by the Certificated
Shareholder with the Depositary by using the Letter of Transmittal
in accordance with the terms and conditions thereof, each share
certificate representing Power Nickel Shares issued prior to the
Effective Date will, after the Effective Date, represent only the
right of the Certificated Shareholder to receive, upon surrender to
the Depositary of the Certificated Shares in accordance with the
Letter of Transmittal, a share certificate or DRS Advice
representing the New Power Nickel Shares and a DRS Advice
representing the Spinco Shares to which such Certificated
Shareholder is entitled to receive in exchange for such
Certificated Shares.
If any Certificated Shareholder fails to deliver to the
Depositary their Certificated Shares and all other required
documents required to be delivered pursuant to the terms of the
Letter of Transmittal on or before the sixth (6th) anniversary of
the Effective Date, then on the sixth (6th) anniversary of the
Effective Date: (a) such Certificated Shareholder will be deemed to
have donated and forfeited to Power Nickel or its successor any New
Power Nickel Shares or Spinco Shares held by the Depositary in
trust for such Certificated Shareholders; and (b) any certificate
representing Power Nickel Shares held by the Certificated
Shareholder will cease to represent a claim of any nature
whatsoever and will be deemed to have been surrendered to Power
Nickel and will be cancelled.
(2) Uncertificated Shares
For a Registered Shareholder that holds Uncertificated Shares,
the completion and submission of a Letter of Transmittal to the
Depositary is not required to exchange such Uncertificated Shares
for New Power Nickel Shares and Spinco Shares. A Registered
Shareholder will receive New Power Nickel Shares and Spinco Shares
in exchange for such Uncertificated Shares by way of DRS Advices
evidencing the New Power Nickel Shares and Spinco Shares to which
they are entitled in exchange for such Uncertificated Shares. The
distribution of such DRS Advices to the Registered Shareholders, in
exchange for the applicable Uncertificated Shares, will occur
automatically on the Effective Date as the Depositary will have
custody of such New Power Nickel Shares and Spinco Shares.
Non-Registered Shareholders
Alternatively, shareholders of the Company who qualify as
"Non-Registered Shareholders" have a different procedure with
respect to their Power Nickel Shares which are registered to an
Intermediary or in the name of a depositary, such as CDS & Co.,
of which the Intermediary is a participant (the "Non-Registered
Power Nickel Shares").
For a Non-Registered Shareholder, the New Power Nickel Shares
and the Spinco Shares to which a Non-Registered Shareholder is
entitled to receive in exchange for their Non-Registered Power
Nickel Shares will be delivered to their Intermediary through the
procedures in place for such purposes between CDS & Co., DTC or
similar entities and such Intermediary. In particular, their Power
Nickel Shares will be exchanged for: (a) New Power Nickel Shares
using a permanent CUSIP; and (b) Spinco Shares using a temporary
CUSIP assigned to the Spinco Shares for the purposes of
facilitating the Arrangement. After completion of the Arrangement,
due to the temporary nature of the CUSIP assigned to the Spinco
Shares, the Spinco Shares will no longer be able to be registered
in the name of a depositary, such as CDS & Co., of which an
Intermediary is a participant.
Accordingly, Intermediaries that hold Power Nickel Shares
registered in the name of a depositary (e.g., CDS & Co. or DTC)
of which they are a participant must obtain from the Depositary a
DRS Advice representing the aggregate number of Spinco Shares to
which all of the Intermediary's respective underlying
Non-Registered Shareholders are entitled to receive in exchange for
their Power Nickel Shares.
Additionally, the Intermediary and its respective
Non-Registered Shareholders may arrange to have such Spinco Shares
re-registered either (1) directly in the name of its respective
Non-Registered Shareholder, or (2) in the name of the Depositary to
be held in a pooled trust account on behalf of the Non-Registered
Shareholder.
(1) Re-register the Spinco Shares directly in the name of
a Non-Registered Shareholder
For a Non-Registered Shareholder to have the Spinco Shares
re-registered in their name, the following steps must be
completed:
(i) The Non-Registered Shareholder must complete and
submit the attached stock power form (attached here as Schedule
"B") or an acceptable instruction letter to their Intermediary.
(ii) The Intermediary will then provide instructions to
the Depositary to facilitate the re-registration of the Spinco
Shares directly to the Non-Registered Shareholder's name as a
Registered Shareholder.
(2) Re-register the Spinco Shares in the name of the
Depositary
For a Non-Registered Shareholder to have the Spinco Shares
re-registered in the name of the Depositary to hold the Spinco
Shares in a pooled trust account on behalf of the Non-Registered
Shareholder, the following steps must be completed:
(i) The Non-Registered Shareholder must complete and
submit the attached stock power form (attached here as Schedule
"B") or an acceptable instruction letter to their Intermediary.
(ii) The Intermediary will then provide instructions to
the Depositary to facilitate the re-registration of the Spinco
Shares directly to the Non-Registered Shareholder's name as a
Registered Shareholder.
(iii) The Non-Registered Shareholder must then complete
and submit the attached stock power form (attached here as Schedule
"C") to the Depositary to transfer the Spinco Shares from the
Non-Registered Shareholder's name to the Depositary's pooled trust
account.
As soon as practicable following such
process, the Depositary will cause to be
delivered to the Intermediary or the Non-Registered Shareholders,
as applicable, the DRS Advice(s) representing the aggregate Spinco
Shares to which the applicable Intermediaries or Non-Registered
Shareholders are entitled to receive in exchange for the applicable
Non-Registered Power Nickel Shares.
To facilitate the distribution of the Spinco Shares to
Non-Registered Shareholders in exchange for their Non-Registered
Power Nickel Shares, management of the Company advises that
Non-Registered Shareholders send their Intermediary (or
Intermediaries) a letter substantially in the form attached here as
Schedule "A" requesting that their Non-Registered Power Nickel
Shares be re-registered under their legal name, such that they
become a "Registered Shareholder" holding Uncertificated Shares in
advance of the Effective Date of the Arrangement. Please note that
Non-Registered Shareholders who re-register such Non-Registered
Power Nickel Shares will not be able to trade such Power Nickel
Shares, or New Power Nickel Shares received in exchange, through
the Intermediary unless such Power Nickel Shares, or New Power
Nickel Shares received in exchange, are deposited back to the
Intermediary.
Company Report on Investigation into Improper Trading
Activities
Why does management provide this advice? Well, it's a long
story. The objective of securities regulation is to protect
investors from unfair, improper or fraudulent practices; to foster
fair and efficient capital markets; and to reduce risks to the
market's integrity and to investor confidence in the
markets.
Through our press release dated December
12, 2023, we have provided data of improper trading
activities that has been used as evidence in 11 court cases that
resulted in settlements for the plaintiff. We filed this data with
appropriate authorities at FINRA and CIRO and other than
acknowledgement letters, we heard nothing further.
It is management's position that the review process on these
complaints should be transparent and fulsome, and seek to uphold
the objectives of securities regulation mentioned above. It
is management's view that FINRA and CIRO have not properly
investigated the complaints and the evidence submitted to them
regarding improper trading activities. Nonetheless, this is
our regulatory regime and pathway for recourse against possible
naked short selling, other manipulative actions to lower share
prices, and improper trading activity.
This is something that Save Canadian Mining, an organization I
founded with industry icons like Eric
Sprott, Rob McEwen, and
Keith Neumeyer, along with thousands
of disgruntled investors are desperately trying to
change.
For more on Save Canadian Mining check out the following video
where Terry Lynch and industry
legend Eric Sprott and a number of
legal and regulatory experts discuss the naked shorting
problem:
In addition, please watch the follow up video on the naked
shorting issue and the identification of the SME Rule as the key
regulation that needs change with Terry
Lynch interviewed on Agoracom:
While we are fighting this issue broadly with fellow miners, as
the CEO of Power Nickel I am also fighting for our
shareholders.
Below is the monthly tally sheet from June 2024 to November
2024 on our common shares, created for the Company by
Generation IACP, . The monthly tally sheet summaries below
illustrate possible naked short selling as identified by following
the trade balance sheets of the brokers trading our common shares.
There are detailed daily and monthly records that break this out
broker by broker. The possible naked short trades identified are
out of the 50,562,796 traded on the TSX Venture Exchange
("TSXV") where we have the most comprehensive data. The
Company is not able to correlate the alternative trading system
(ATS) data with the anonymous trading. So approximately 29.5% of
trading on the TSXV looks to potentially be naked shorts. We would
expect the ATS trading to be potentially worse.
In addition, the Company had a study conducted by Digital BD,
Inc. of US trading data for Power Nickel Shares, which can be
accessed here. The US data is considered to be a highly credible
source in various legal disputes, including litigation involving
short selling. The Canadian projection in the study relies on
assumptions and is subject to certain qualifications and
disclaimers as provided in the study. We consider the Generation
IACP data more robust for a sense of the trading in Canadian
markets.
The only logical assumption is some way, some how millions of
Power Nickel Shares in this seven month period alone have been
sold but have not landed in any brokerage account.
We couple this action and information with our successful
drilling program as illustrated by cross section below from our
recent press release dated December 18,
2024 on the Lion Zone:
Legendary Mining All Star investors like Robert Friedland, Rob
McEwen and Gina Rhinehart
have invested because they see one of the most exciting
mineral discoveries in recent years.
Our shareholders ask us quite fairly: "why is there so
much selling when the news is so good, why doesn't our stock
perform better?"
To us the black and white of it is somehow our system of trading
is allowing the manufacture of counterfeit shares. Shares that
do not have a DRS or share certificate associated with it. This
selling suppresses and reverses stock price increases; it is
evidence we believe of price manipulation.
We believe this is accomplished through brokers allowing
improper use of the Short Market Exempt (SME) Status. This status
allows non-market makers to hit any bid with a sales order and
not mark it as a short sale. Theoretically, they would need to
complete the sale but Save Canadian Mining feels this is not
happening in a compliant way. Trades are to be settled for a day.
But who oversees this?
I can't speak for the USA but
in Canada it's not CIRO. If a
trade is not settled in a day on a regular brokerage account a
series of checks and balances come into play. This is not
where the problem arises. SME trades have little to no checks and
balances.
CIRO only reviews failed trades. How are failed
trades established for a SME trade? You won't believe the
answer! A failed trade only happens when the bank that allowed it
declares it as a failed trade. Not a great incentive to call a
failed trade a failed trade. It's analogous to putting a fox in
charge of the chicken house and trusting them on the security of
the chickens.
We believe that our research and data proves that there are
counterfeit shares being traded; as management of Power Nickel, we
feel it is incumbent on us to provide advice to our shareholders so
they can best secure their Power Nickel Shares, as well as the
New Power Nickel Shares and Spinco Shares they should receive as
part of the Arrangement.
We have been working tirelessly with politicians,
regulators and stock exchange officials on these matters and only
because of the limited action and the overwhelming proof do we
take this dramatic step to publicize our research and data. We know
from working with Save Canadian Mining that Power
Nickel is not the only company in this boat. Have you ever
wondered why the TSXV is at or near all time lows despite
commodity price increases?
On a positive note, we believe industry and shareholders
have only just begun to fight for our rights. We will use any and
all lawful means to protect our shareholders and recover fair
compensation for the damages caused, and additionally, where
allowed, punitive damages.
Our shareholders should take heart, and indeed shareholders of
Canadian miners should take heart, because when we beat
these malicious predatory naked short sellers we will see in
our view the greatest mining boom in history.
Join the fight, join Save Canadian Mining at
https://savecanadianmining.com and support companies like Power
Nickel as we fight to see our shareholders receive fair
treatment.
Power Nickel Engages Native Ads and Empire for Marketing
Services
In addition, the Company is please to announce that it entered
into a service agreement with Native Ads, Inc. ("Native
Ads") dated January 10, 2025
pursuant to which Native Ads will provide a marketing campaign for
a total retainer of up to US$265,000,
with a term of up to twelve months or until the retainer is
depleted. Under the agreement, Native Ads will execute a
comprehensive digital media advertising campaign for the Company,
where approximately 75% of the campaign budget will be allocated to
cost per click costs, media buying and content distribution, and
search engine marketing. The remaining budget will be allocated for
content creation, web development, advertising creative
development, search engine optimization, campaign optimization, and
reporting and data insights services. Native Ads is a full-service
advertising agency based out of New
York and Vancouver, BC.
Native Ads and its principal Jon Malach are arms length to the
Company and hold no interest, directly or indirectly, in the
securities of the Company or any right to acquire such an interest.
The engagement of Native Ads by the Company is subject to the
approval of the TSXV.
The Company has also entered into a service agreement with
Empire Marketing Ventures LLC ("Empire") dated January 8, 2025 pursuant to which Empire will
provide a market awareness campaign for a total retainer of up to
US$150,000 with a term running until
July 1, 2025. Under the agreement,
Empire will provide services aimed at raising awareness, including
articles, SMS and email campaigns, social media and digital media
campaigns. Empire and its principals are independent of Power
Nickel, operating at arm's length, and are not related parties.
Neither Empire Market Ventures nor its principals hold any direct
or indirect interest in Power Nickel's securities, nor do they have
any right or intent to acquire such an interest. Empire is a
full-service advertising agency based out of New York. The engagement of Empire by the
Company is subject to the approval of the TSXV.
About Power Nickel Inc.
Power Nickel is a Canadian exploration company focusing on
developing the High-Grade Nickel Copper PGM, Gold and Silver Nisk
project into potentially Canada's
next poly metallic mine.
On February 1, 2021, Power Nickel (then called Chilean
Metals) completed the acquisition of its option to acquire up to
80% of the Nisk project from Critical Elements Lithium Corp. (CRE:
TSXV).
The NISK property comprises a large land position (20 kilometres
of strike length) with numerous high-grade intercepts. Power Nickel
is focused on expanding the high-grade nickel-copper PGM, Gold and
Silver mineralization with a series of drill programs designed
to test the initial Nisk discovery zone, the Lion discovery zone
and to explore the land package for adjacent potential poly
metallic deposits.
In addition to the Nisk project, Power Nickel owns significant
land packages in British Colombia
and Chile. Power Nickel is
expected to finalize the reorganization of these assets in a
related vehicle through the Arrangement.
For further information, readers are encouraged to
contact:
Power Nickel Inc.
The Canadian Venture Building
82 Richmond St East, Suite 202
Toronto, ON
Neither the TSX Venture Exchange nor its Regulation Services
Provider accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Note Regarding Forward-Looking Statements
This message contains certain statements that may be deemed
"forward-looking statements" concerning the Company within the
meaning of applicable securities laws. Forward-looking statements
are statements that are not historical facts and are generally, but
not always, identified by the words "expects," "plans,"
"anticipates," "believes," "intends," "estimates," "projects,"
"potential," "indicates," "opportunity," "possible" and similar
expressions, or that events or conditions "will," "would," "may,"
"could" or "should" occur. Although the Company believes the
expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of
future performance, are subject to risks and uncertainties, and
actual results or realities may differ materially from those in the
forward-looking statements. All statements, other than statements
of historical fact, included herein, without limitation, completion
of the proposed Arrangement, the benefits of the Arrangement, the
challenges created for naked short sellers and the Company's
ability to combat malfeasance and improper trading activities, the
creation of the greatest mining boom in history, are
forward-looking statements. There can be no assurance that such
statements will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
statements. Forward-looking statements reflect the beliefs,
opinions and projections on the date the statements are made and
are based upon a number of assumptions and estimates that, while
considered reasonable by Power Nickel, are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and
unknown, could cause actual results, performance or achievements to
be materially different from the results, performance or
achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made assumptions
and estimates based on or related to many of these factors. Such
material risks and uncertainties include, but are not limited to,
among others; the timing and completion of the Arrangement; whether
TSXV and other regulatory approval of the Arrangement will be
obtained; the benefits of the Arrangement; the cash and other
assets and liabilities held by Spinco following the Arrangement;
the ability to raise sufficient capital to fund its obligations
under its property agreements going forward and conduct drilling
and exploration; to maintain its mineral tenures and concessions in
good standing; to explore and develop its projects; changes in
economic conditions or financial markets; the inherent hazards
associated with mineral exploration and mining operations; future
prices of nickel and other metals; changes in general economic
conditions; accuracy of mineral resource and reserve estimates; the
potential for new discoveries; the ability of the Company to obtain
the necessary permits and consents required to explore, drill and
develop the projects and if accepted, to obtain such licenses and
approvals in a timely fashion relative to the Company's plans and
business objectives for the applicable project; the general ability
of the Company to monetize its mineral resources; and changes in
environmental and other laws or regulations that could have an
impact on the Company's operations, compliance with environmental
laws and regulations, dependence on key management personnel and
general competition in the mining industry.
SCHEDULE "A"
[Your Name]
[Your Address]
[City, Province, Postal Code]
[Email Address]
[Phone Number]
[Date]
[Intermediary's Name]
[Intermediary's Address]
[City, Province/State, Postal/ZIP Code]
[Attention: Chief Financial Officer]
Dear [Intermediary's Name] (the "Intermediary"),
Re: Procedure for Exchange of Power Nickel Shares and Request
to Transfer
I am writing to inform the Intermediary about the procedure for
the exchange of common shares ("Power Nickel Shares") in the
authorized capital of Power Nickel Inc. ("Power Nickel" or
the "Company"), for new common shares in Power Nickel
("New Power Nickel Shares") and common shares in Chilean
Metals Inc. ("Spinco Shares") in connection with the plan of
arrangement of the Company (the "Arrangement"), which is
expected to become effective on January 31,
2025 or shortly thereafter (the "Effective Date").
Additional information regarding the terms of the Arrangement is
set out in the Company's information circular dated October 21, 2024 (the "Information
Circular"), which is filed under Power Nickel's SEDAR+ profile
at www.sedarplus.ca. Additional information concerning the
procedure for the exchange of Power Nickel Shares for New Power
Nickel Shares and Spinco Shares is set out in the Company's news
release dated January 16, 2024.
In connection with the Arrangement, I request that the Power
Nickel Shares that [insert name of beneficial holder] beneficially
owns and which are registered in the name of the Intermediary, be
transferred or re-registered such that the Power Nickel Shares are
registered in the name of [insert name of beneficial holder] in
advance of the Arrangement becoming effective. Please advise the
undersigned of any additional steps or requirements which need to
be completed in order for the Intermediary to transfer or
re-register the Power Nickel Shares.
Registered Shareholders
Power Nickel, through Endeavor Trust Corporation (acting as the
"Depositary" for the Arrangement), will mail a letter of
transmittal to Power Nickel's registered shareholders holding
certificated Power Nickel Shares ("Certificated
Shareholders"). This letter of transmittal will be used to
exchange their share certificate(s) representing Power Nickel
Shares for a share certificate or Direct Registration System advice
statement ("DRS advice") representing their New Power Nickel
Shares and a DRS advice representing their Spinco Shares. Until
exchanged, each share certificate representing Power Nickel Shares
will, after the Effective Date, represent only the right to
receive, upon surrender, share certificates or DRS advices
representing the requisite numbers of New Power Nickel Shares and
Spinco Shares for a period of six (6) years from the Effective
Date.
As soon as practicable following the Effective Date, such
Certificated Shareholder must submit their Power Nickel Shares to
the Depositary with a duly completed letter of transmittal.
Thereafter, the Depositary will cause to be delivered to such
Certificated Shareholders, in accordance with the terms described
in the letter of transmittal, share certificate(s) or DRS
advice(s), as applicable, representing the aggregate New Power
Nickel Shares and Spinco Shares to which such Registered
Shareholders are entitled following the Arrangement.
Power Nickel's registered shareholders that hold Power Nickel
Shares in an uncertificated format, such as a DRS advice, are not
required to complete and submit a letter of transmittal to the
Depositary in order to exchange their Power Nickel Shares
represented by such DRS advice. Such Registered Shareholders will
receive New Power Nickel Shares and Spinco Shares in exchange for
such Power Nickel Shares by way of a new DRS advice evidencing the
New Power Nickel Shares and a DRS advice evidencing the Spinco
Shares to which they are entitled in respect of such Power Nickel
Shares. The distribution of such DRS advices to registered
shareholders will occur automatically on the Effective Date as the
Depositary will have custody of such New Power Nickel Shares and
Spinco Shares.
Non-Registered Shareholders
Alternatively, shareholders of the Company ("Non-Registered
Shareholders") who beneficially own Power Nickel Shares that
are held in the name of the Intermediary or a depositary in which
the Intermediary is a participant ("Non-Registered Power Nickel
Shares") have a different transmittal process.
The New Power Nickel Shares and the Spinco Shares to which a
Non-Registered Shareholder is entitled to receive in exchange for
their Non-Registered Power Nickel Shares will be delivered to
their Intermediary through the procedures in place for such
purposes between CDS Clearing and Depository Services Inc. ("CDS
& Co."), the Depository Trust Company ("DTC") or
similar entities and such Intermediary. In particular, their Power
Nickel Shares will be exchanged for: (a) New Power Nickel Shares
using a permanent CUSIP; and (b) Spinco Shares using a temporary
CUSIP assigned to the Spinco Shares for the purposes of
facilitating the Arrangement. After completion of the Arrangement,
due to the temporary nature of the CUSIP assigned to the Spinco
Shares, the Spinco Shares will no longer be able to be registered
in the name of a depositary, such as CDS & Co. or DTC, of which
the Intermediary may be a participant.
Accordingly, if the Intermediary holds Power Nickel Shares
registered in the name of a depositary of which it is a
participant, the Intermediary must obtain from the Depositary a DRS
Advice representing the aggregate number of Spinco Shares to which
all of the Intermediary's respective underlying Non-Registered
Shareholders are entitled to receive in exchange for their Power
Nickel Shares. Alternatively, the Intermediary and its respective
Non-Registered Shareholders may arrange to have such Spinco Shares
issued directly in the name of each Non-Registered Shareholder, or
in the name of the Depositary which will hold such Spinco Shares in
a pooled trust account on behalf of such Non-Registered
Shareholders. As soon as practicable following such process, the
Depositary will cause to be delivered to the Intermediary or
the Non-Registered Shareholders, as applicable, the DRS Advice(s)
representing the aggregate Spinco Shares to which the Intermediary
or Non-Registered Shareholders are entitled to receive in.
To facilitate the distribution of the Spinco Shares to
Non-Registered Shareholders, management of the Company advised
Non-Registered Shareholders to request their respective
intermediaries to transfer or re-register the Power Nickel Shares
held through intermediaries into their legal name, such that they
become a "Registered Shareholder" in advance of the Effective Date
of the Arrangement.
As a result, we request commencing the process to transfer and
re-register the Power Nickel Shares in the name of the undersigned
Non-Registered Shareholder, the beneficial holder of Power Nickel
Shares registered in the name of the Intermediary, in advance of
the Effective Date.
Thank you for your attention to this matter.
Sincerely,
[insert name of beneficial holder]
SCHEDULE "B"
SCHEDULE "C"
View original content to download
multimedia:https://www.prnewswire.com/news-releases/letter-to-the-shareholders-of-power-nickel-inc-302352836.html
SOURCE Power Nickel Inc.