Power Nickel Provides Update on Spin-Out of Golden Ivan Property and Chilean Assets

Power Nickel Inc. (TSXV: PNPN) (OTCBB: PNPNF) (Frankfurt: IVV) announced that, further to the Company’s press releases dated December 5, 2024 and January 16, 2025, the previously announced plan of arrangement (the “Arrangement“), whereby Power Nickel will spinout (the “Spin-Out“) the Golden Ivan Property and certain Chilean assets and liabilities to Chilean Metals Inc. (“Spinco“, a wholly owned subsidiary of the Company), is expected to become effective at 12:01 a.m. PST on February 3, 2025 (the “Effective Time“).

Assuming the Arrangement becomes effective on February 3, 2025, the Power Nickel shareholders of record as of the close of trading on January 31, 2025 (the “Shareholders“) will receive, for each Power Nickel common share held immediately prior to the Effective Time: (i) one new common share of Power Nickel (each, a “New Power Nickel Share“); and (ii) 0.05 of one Spinco common share (each, a “Spinco Share“). Outstanding options to purchase common shares in the Company 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 in connection with the Arrangement, and will mail a letter of transmittal to each of the Shareholders holding common shares of the Company in certificated format, which provides instructions for such Shareholders to exchange their common shares for New Power Nickel Shares and Spinco Shares. For more information regarding the process to exchange common shares of the Company for New Power Nickel Shares and Spinco Shares, please refer to the Company’s press release dated January 16, 2025.

Once the Arrangement becomes effective, the New Power Nickel Shares will continue trading on the TSX Venture Exchange (“TSXV“) in Canada, on the OTC Market in the United States and on the Frankfurt Stock Exchange in Germany. Spinco Shares will not be listed on any stock exchange after completion of the Arrangement, but Spinco will be a reporting issuer in British Columbia and Alberta and will comply with its continuous disclosure obligations under applicable Canadian securities laws.

As announced previously, the Spin-Out will provide Shareholders with an ownership stake in two separate specialized companies. Power Nickel will continue to focus on the advancement of the Nisk project, while Spinco will focus on advancing the Golden Ivan property and the Chilean assets. The Golden Ivan property is located in Terrace, British Columbia and comprises of 13 mineral claims, covering a total area of 797 hectares. Spinco will also acquire the Company’s interests in the Zulema, Tierra de Oro, Palo Negro, Hornitos and Tabaco projects located in Chile. Power Nickel will retain its royalty interest in the Chilean Copaquire project.

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.

The Arrangement remains subject to the satisfaction or waiver of the remaining customary closing conditions, including final approval of the TSXV.

Power Nickel is a market awareness client of Capital 10X. For more information, including potential conflicts of interest please see our Content Disclaimer.

Duane Hope is a Partner at Capital 10X, he brings over 15 years of communications and research experience to the firm. His research and writing have appeared in publications for North American, European and Asian audiences.

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