Power Nickel Provides Update on Spin-Out of Golden Ivan Property and Chilean Assets TORONTO ,
Power Nickel Provides Update on Spin-Out of Golden Ivan Property
and Chilean Assets
TORONTO
,
Jan. 31, 2025
/CNW/ -
Power Nickel Inc
.
(the
"Company"
or
"Power Nickel"
)
(TSXV: PNPN) (OTCBB: PNPNF) (Frankfurt: IVV) is
pleased to announce 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.
About Power Nickel Inc.
Power Nickel is a Canadian exploration company focusing on developing the High-Grade Nickel Copper PGM, Gold and Silver Nisk project into
potentially
Canada's
next poly metallic mine.
On
February 1, 2021
, Power Nickel (then called Chilean Metals) completed the acquisition of its option to acquire up to 80% of the Nisk project
from Critical Elements Lithium Corp. (CRE: TSXV).
The NISK property comprises a large land position (20 kilometres of strike length) with numerous high-grade intercepts. Power Nickel is focused
on expanding the high-grade nickel-copper PGM, Gold and Silver mineralization with a series of drill programs designed to test the initial Nisk
discovery zone, the Lion discovery zone and to explore the land package for adjacent potential poly metallic deposits.
In addition to the Nisk project, Power Nickel currently owns significant land packages in British
Colombia
and
Chile
, which are the subject of the
Spin-Out and will be owned by Chilean Metals Inc. if the Arrangement becomes effective.
For further information, readers are encouraged to contact:
Power Nickel Inc.
The Canadian Venture Building
82 Richmond St East, Suite 202
Toronto, ON
Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This message contains certain statements that may be deemed "forward-looking statements" concerning the Company within the meaning of
applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by
the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential," "indicates," "opportunity," "possible" and
similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Although the Company believes the expectations
expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance,
are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. All
statements, other than statements of historical fact, included herein, without limitation, the effective date of the Arrangement, the completion of the
proposed Spin-Out, the Company's receipt of final TSXV approval of the Arrangement, the benefits of the proposed Spin-Out, the advancement of
the key projects in
Chile
and in
British Columbia
and other statements related to the Arrangement or the Spin-Out, are forward-looking statements.
There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and
are based upon a number of assumptions and estimates that, while considered reasonable by Power Nickel, are inherently subject to significant
business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual
results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or
implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors.
Such material risks and uncertainties include, but are not limited to, among others; the timing and completion of the Arrangement; whether TSXV
and other regulatory approval of the Arrangement will be obtained; the benefits of the Arrangement; the cash and other assets and liabilities held
by Spinco following the Arrangement; the ability to raise sufficient capital to fund its obligations under its property agreements going forward and
conduct drilling and exploration; to maintain its mineral tenures and concessions in good standing; to explore and develop its projects; changes in
economic conditions or financial markets; the inherent hazards associated with mineral exploration and mining operations; future prices of nickel
and other metals; changes in general economic conditions; accuracy of mineral resource and reserve estimates; the potential for new discoveries;
the ability of the Company to obtain the necessary permits and consents required to explore, drill and develop the projects and if accepted, to
obtain such licenses and approvals in a timely fashion relative to the Company's plans and business objectives for the applicable project; the
general ability of the Company to monetize its mineral resources; and changes in environmental and other laws or regulations that could have an
impact on the Company's operations, compliance with environmental laws and regulations, dependence on key management personnel and
general competition in the mining industry.
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SOURCE
Power Nickel Inc.
View original content:
http://www.newswire.ca/en/releases/archive/January2025/31/c8215.html
%SEDAR: 00007586E
For further information:
For further information on Power Nickel Inc., please contact: Duncan Roy, VP Investor Relations, 416-580-3862,
CO: Power Nickel Inc.
CNW 05:17e 31-JAN-25