TSX-V: NWM
TORONTO, July 7, 2015 /CNW/ - NWM Mining Corporation
("NWM" or the "Company") (TSX-V:NWM) announces that the Company
has mailed copies of its Management Information Circular ("MIC")
containing details of the definitive arrangement agreement (the
"Arrangement Agreement") with GFM Minera S.A.P.I. de C.V. ("GFMM"),
and one of its affiliates, and the Company's lender, Global
Resource Fund ("Global"). Pursuant to the Arrangement
Agreement GFMM will acquire, for cash, all of the issued and
outstanding common shares of NWM ("NWM Shares") for $0.005 per share subject to a court-approved plan
of arrangement (the "Arrangement") under the Business
Corporations Act (Ontario). A
copy of the MIC document is also available publicly on SEDAR
(www.sedar.com).
The Company has scheduled an annual general meeting ("AGM") for
July 15, 2015 to be held at
2:00pm at Minden Gross LLP located at
145 King Street West, Toronto
followed by a special meeting to approve the Arrangement
Agreement. Company management and directors have
unanimously recommended that the shareholders vote IN FAVOUR of the
Arrangement Resolution as it provides liquidity for the current
shareholders and avoids less favourable outcomes including
insolvency and bankruptcy.
Darren Koningen, President &
CEO of NWM, stated: "The Arrangement Agreement is essential for the
Company's future. At the gold price levels seen over the last 12
months, the revenues generated by the Company's operation in
Mexico have not allowed it to make
any debt and interest payments during this time. The operation
urgently requires a significant capital injection in order to
expand production levels and help to lower costs. This is not
possible given the Company's current financial situation.
After an exhaustive and comprehensive process of reviewing the
strategic alternatives available to the Company, and in light of
current equity capital market conditions for junior gold miners, we
believe this is the most attractive option to preserve value for
our shareholders".
Shareholders are urged to submit their proxies in support of
the Arrangement prior the deadline of July
13 in order to ensure that the Arrangement is
approved. Further details of the background and reasons
for the proposed Arrangement are outlined in the MIC.
Interested parties can also visit the Company's website at
www.nwmmining.ca for a copy of the Management Information Circular
document as well as other updated news and documentation related to
the Arrangement. NWM has retained IFCIC Ltd. to solicit
proxies in favour of the Arrangement. IFCIC Ltd. will be paid
a success-based fee of up to $60,000
based on attaining designated proxy thresholds.
How to Vote
Shareholders are urged to vote today using the methods
below.
The deadline for submitting proxy forms and voting
instruction forms is July 13, 2015 at
2:00 p.m. Eastern Time.
However, shareholders are urged to submit their proxy forms and
voting instruction forms 24 hours prior to the deadline to ensure
their submitted forms are received in a timely manner.
Registered Shareholders - Shareholders who have Shares held in
their name or who have physical certificates representing the
Shares may vote in the following ways:
- In Person: Attend the Meeting and register with the transfer
agent, TMX Equity Transfer Services Inc., upon arrival.
- Mail: Enter voting instructions, sign the form of proxy and
send the completed form to:
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TMX Equity Transfer
Services Inc.,
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200 University
Ave,
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Suite 300
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Toronto,
Ontario
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M5H 4H1
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- Fax: 416-595-9593 - Scan and fax both pages of the completed,
signed form of proxy.
- Internet: Go to: http://www.voteproxyonline.com. Enter the
12-digit control number printed on the form of proxy and follow the
instructions on the website to vote.
Non-Registered Shareholders – Shareholders whose Shares are
registered in the name of a broker, investment dealer, bank, trust
company or other nominee should contact that nominee for
instructions and assistance in exercising their right to vote.
About NWM Mining Corporation
NWM is in commercial gold production at its wholly owned
Lluvia-Jojoba gold mine. The mine is an open pit heap leach
operation in Sonora State, Mexico.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy of
this press release.
On behalf of
Management and the Board:
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"Darren
Koningen"
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"Mark
Selby"
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Cautionary Note Regarding Forward Looking Information
Certain information set forth in this press release contains
"forward-looking statements", and "forward-looking information
under applicable securities laws. Except for statements of
historical fact, certain information contained herein constitutes
forward-looking statements, which include the Company's
expectations about the completion of the Arrangement and are based
on the Company's current internal expectations, estimates,
projections, assumptions and beliefs, which may prove to be
incorrect. Some of the forward-looking statements may be identified
by words such as "will", "expects", "anticipates", "believes",
"projects", "plans", and similar expressions. These statements are
not guarantees of future performance and undue reliance should not
be placed on them. Such forward-looking statements necessarily
involve known and unknown risks and uncertainties, which may cause
the Company's actual performance and financial results in future
periods to differ materially from any projections of future
performance or results expressed or implied by such forward-looking
statements. These risks and uncertainties include, but are not
limited to: liabilities inherent in mine development and
production; geological, mining and processing technical problems;
mine permits and regulatory approvals required in connection with
mining and mineral processing operations; competition for, among
other things, capital, acquisitions of reserves, undeveloped lands
and skilled personnel; incorrect assessments of the value of
acquisitions; changes in commodity prices and exchange rates;
currency and interest rate fluctuations; various events that could
disrupt operations and/or the transportation of mineral products,
including labour stoppages and severe weather conditions; the
demand for and availability of rail, port and other transportation
services; the ability to secure adequate financing, and
management's ability to anticipate and manage the foregoing factors
and risks. There can be no assurance that forward-looking
statements will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
statements. The Company undertakes no obligation to update
forward-looking statements if circumstances or management's
estimates or opinions should change except as required by
applicable securities laws.
SOURCE NWM Mining Corporation