NEMI announces waiver of Right to Purchase
Vancouver, BC. March 25, 2009--NEMI Northern Energy & Mining Inc. (TSX: NNE-A) today announced its partners in the Peace River Coal Limited Partnership have waived their Indirect Transfer rights in the event that a dissident board is elected at the NEMI shareholders meeting. NEMI also wishes to correct certain errors in the news release by the dissidents, issued on March 23, 2009.
Peace River Partners offer waiver
Last week NEMI advised the major partner in the Peace River Coal Limited Partnership of the potential election of a dissident board which constitutes an Indirect Transfer Limited Partnership Agreement which gives the other limited partners the right to force NEMI to sell its interest at fair market value.
In a news release on March 19, 2009, NEMI identified this problem for shareholders and expressed concern that a forced sale could be detrimental because an assessed fair market value in today’s market conditions might be far below long-term value. The waiver was offered after NEMI expressed its concern.
NEMI has been advised by its partners that they “do not wish to become involved in the election of the NEMI Board or any other matters to be decided at the Meeting” and that they have waived their right to purchase NEMI’s interest in the PRC in the event of an Indirect Transfer occurring at this meeting.
“While this is good news for our shareholders” said Mr. Devlin, “It is unfortunate that the dissidents’ actions put the Company in this position particularly since the Company was prepared to have Mr. Cooney join the board of the Company”.
Mistakes in dissident news release
NEMI wishes to correct several mistakes in Michael Cooney’s news release:
-the Company is not considering reviving the transaction with Aviva Corporation; and
-there is no conflict or complicity with Cambrian Mining Plc and Aviva of any material nature.
Mr. Cooney’s latest news release does not repeat his prior erroneous assertion that a majority of NEMI’s board is controlled by Cambrian Mining plc.
Mr. Cooney changed his position after a report by the independent proxy advisor Riskmetrics Group found that only one of NEMI’s five incumbent board members is related to Cambrian, indirectly the owner of 20.67% of NEMI. Riskmetrics also determined that the interests of NEMI shareholders are “adequately protected.”
Support the incumbent board
NEMI believes that shareholders who carefully review the proxy contest documents will clearly see the advantages of supporting the incumbent board. As part of the review, shareholders should take note of the errors in the documents filed by the dissidents. Shareholders should also take note 2 of the previously disclosed recommendation by Riskmetrics Group that its institutional clients should support the incumbent NEMI board rather than the dissident slate.
Voting your White Proxy
NEMI shareholders are asked to complete and return the WHITE proxy to re-elect the incumbent board and protect their investment in NEMI. Your vote is important, no matter how many or few shares you own. Please vote the WHITE proxy today. Proxies should be completed in accordance with the instructions provided.
Your WHITE proxy should be returned prior to 10:00 am Vancouver time (being 1:00 pm Toronto time) on Thursday, March 26, 2009 in order to be deposited with the Company in time to be used at the Annual and Special General Meeting on March 30, 2009.
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.
For more information please contact:
Patrick Devlin
President and Chief Executive Officer
Tel: (604) 616-1954
Or:
Laurel Hill Advisory Group
North American toll-free 1-888-812-9184