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Message: Victory Nickel Announces Increase to Offer for Independent Nickel and Independen

Victory Nickel Announces Increase to Offer for Independent Nickel and Independen

posted on Sep 03, 2008 05:42AM


Victory Nickel Announces Increase to Offer for Independent Nickel and Independent Nickel Board of Directors Supports Revised Offer

TORONTO, ONTARIO, Sep 03, 2008 (MARKET WIRE via COMTEX News Network) --

Victory Nickel Inc. ("Victory Nickel") (TSX: NI) (www.victorynickel.ca) today announced that Victory Nickel has amended its offer to purchase ("Offer") all of the outstanding common shares of Independent Nickel ("Independent Nickel Shares") by increasing the consideration payable from I (one) common share of Victory Nickel ("Victory Nickel Share") for each 1 (one) Independent Nickel Share to 1.1 (one and one-tenth) Victory Nickel Shares for each 1 (one) Independent Nickel Share (the "Amended Offer"). Victory Nickel has further announced that it has extended the time during which the Offer is open for acceptance until 6:00 p.m. (Toronto time) on September 24, 2008.

A Notice of Variation and Extension has been filed with Computershare Investor Services Inc., the Depositary under the Offer. The Notice of Variation and Extension is being printed and will be mailed to Independent Nickel shareholders, together with the original Offer documents and the directors' circular of Independent Nickel.

Following receipt of a recommendation of the Special Committee of the Board of Directors of Independent Nickel to evaluate the offer, the Board of Directors has unanimously determined that the Amended Offer is fair to shareholders and is in the best interests of Independent Nickel and recommends that shareholders accept the Amended Offer. On September 2, 2008, Paradigm Capital Inc., the financial advisor to the Special Committee, provided a fairness opinion to the effect that, as of that date and subject to the assumptions, limitations, and qualifications set out therein, the Amended Offer is fair, from a financial point of view, to shareholders of Independent Nickel.

Accordingly, on September 2, 2008, Victory Nickel and Independent Nickel entered into a support agreement whereby Independent Nickel has agreed to support the Amended Offer and not to solicit any competing acquisition proposals and Victory Nickel has agreed to increase the consideration payable for the Independent Nickel Shares.

Victory Nickel has also entered into lock-up agreements with each of the directors and officers of Independent Nickel. Under the lock-up agreements, each locked-up shareholder has agreed to tender all of his or her Independent Nickel Shares to Victory Nickel's Amended Offer.

About Victory Nickel Inc.

Victory Nickel Inc. is a Canadian company with three sulphide nickel deposits containing significant 43-101-compliant nickel resources. Victory Nickel is focused on becoming a mid-tier nickel producer by developing its existing properties, Minago and Mel in Manitoba, and Lac Rocher in northwestern Quebec, and by evaluating opportunities to expand its nickel asset base.

Information Agent:

The Information Agent for the Offer is Kingsdale Shareholder Services Inc. at its office in Toronto, Ontario. The depositary for the Offer is Computershare Investor Services Inc. at its office in Toronto, Ontario. Questions and requests for assistance or copies of the offer documents may be directed to Kingsdale Shareholder Services Inc. at the following contact details:


The Exchange Tower
130 King Street West, Suite 2950, P.O. Box 361
Toronto, Ontario M5X 1E2
North American Toll Free Number: 1-800-775-3159
Facsimile: 1-416-867-2271
Toll Free Facsimile: 1-866-545-5580
Local/Overseas: 1-416-867-2272
E-Mail: contactus@kingsdaleshareholder.com
Website: www.kingsdaleshareholder.com

FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements." All statements, other than statements of historical fact, that address activities, events or developments that Victory Nickel believes, expects or anticipates will or may occur in the future are 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," "can," "should," "could," or "might" occur or be achieved and other similar expressions. These forward-looking statements reflect the current expectations or beliefs of Victory Nickel based on information currently available to Victory Nickel. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Victory Nickel to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Victory Nickel. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to successfully complete financings, capital and other costs varying significantly from estimates, production rates varying from estimates, changes in world copper and/or gold markets, changes in equity markets, uncertainties relating to the availability and costs of financing needed in the future, equipment failure, unexpected geological conditions, imprecision in resource estimates, success of future development initiatives, competition, operating performance of facilities, environmental and safety risks, delays in obtaining or failure to obtain necessary permits and approvals from government authorities, and other development and operating risks. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Victory Nickel disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although Victory Nickel believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

This offer is being made for the securities of a Canadian issuer and by a Canadian issuer that is permitted to prepare the offer and circular in accordance with the disclosure requirements of Canada. U.S. shareholders should be aware that such requirements are different from those of the United States. The financial statements to be included or incorporated by reference in the Offer Documents will be prepared in accordance with Canadian generally accepted accounting principles, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

The enforcement by shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Victory Nickel is incorporated under the laws of Ontario, Canada, that some or all of its officers and directors may be residents of jurisdictions outside the United States, that some or all of the experts named in the Offer Documents may be residents of jurisdictions outside the United States and that all or a substantial portion of the assets of Victory Nickel and said persons may be located outside the United States.

U.S. Shareholders should be aware Victory Nickel may purchase securities otherwise than under the Offer, such as in the open market or in privately negotiated purchases.

Contacts: Victory Nickel Inc. Rene Galipeau Vice-Chairman and CEO (416) 363-8527 (416) 626-0890 (FAX) Email: admin@victorynickel.ca Website: www.victorynickel.ca

SOURCE: Victory Nickel Inc.

mailto:admin@victorynickel.ca http://www.victorynickel.ca
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