NEMI IDENTIFIES DEFICIENCY IN DISSIDENT CIRCULAR
-- Actions of Dissident Could Directly Result in the Forced Sale of NEMI’s Principal Asset --
Vancouver, B.C. March 19, 2009 – NEMI Northern Energy & Mining Inc (the “Company” or “NEMI”) (TSX NNE-A) announces that NEMI received a deficient dissident proxy circular (the “Deficient Dissident Circular”) on the evening of March 17, 2009. The Deficient Dissident Circular is soliciting proxies to elect a new slate of directors to NEMI’s board of directors at the upcoming annual general and special meeting of shareholders of NEMI on March 30, 2009.
NEMI urges shareholders to ignore the green proxies accompanying the Deficient Dissident Circular and to vote as recommended by management in the WHITE proxies sent with management’s proxy information circular dated February 27, 2009.
The Deficient Dissident Circular
The Company will respond in detail to the Deficient Dissident Circular in due course. However, the Company is immediately informing shareholders of a significant omission in the Deficient Dissident Circular because it is critical for shareholders to understand before voting. The noted omission involves a failure of the Deficient Dissident Circular to disclose that the election of a dissident board of directors could result in the forced sale of the Company’s main asset, its 12% interest in the Peace River Coal Limited Partnership.
The forced sale could occur because the election of a dissident board constitutes an “Indirect Transfer” within the meaning of the Peace River Coal Limited Partnership Agreement. Such an Indirect Transfer gives the other limited partners the right to acquire NEMI’s interest in the Peace River Coal Limited Partnership for “fair market value.” A copy of the Limited Partnership Agreement, dated October 19, 2006, is available via the public company filings database at www.sedar.com.
Due to unsettled current market conditions, the Company believes that today’s fair market value is far less than the long-term value of NEMI’s interest in the Peace River Coal Limited Partnership. Therefore, a forced sale could be materially detrimental to NEMI’s shareholders.
Because of this omission, as well as other matters that NEMI will respond to, NEMI urges shareholders to REJECT the Deficient Dissident Circular’s slate by ignoring the green proxies accompanying the Deficient Dissident Circular. Please vote as recommended by management in the WHITE proxies sent with management’s proxy information circular dated February 27, 2009.
Appointment of Laurel Hill Advisory Group, LLC
NEMI has retained Laurel Hill Advisory Group Company (“Laurel Hill”) to act as the Company’s proxy solicitation agent. In connection with these services, Laurel Hill is expected to receive a fee of up to CAD $90,000.
QUESTIONS MAY BE DIRECTED TO THE PROXY SOLICITOR
NORTH AMERICAN TOLL-FREE 1-888-812-9184
YOUR VOTE IS IMPORTANT. VOTE THE WHITE PROXY TODAY
NEMI Northern Energy & Mining Inc.
P. C. DEVLIN, President
Cautionary Statement Regarding Forward-Looking Information. All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute 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”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward-looking statements. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. The Company does not undertake any obligation to update forward-looking statements even if circumstances or management’s estimates or opinions should change. Investors should not place undue reliance on forward-looking statements.