Canada Nickel Announces C$20 Million Bought Deal Public Offering and Concurrent Private Placement
Canada Nickel Announces C$20 Million Bought Deal Public Offering and Concurrent Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
TORONTO, February 8 , 2023 - Canada Nickel Company Inc. ("Canada Nickel " or the "Company ")
(TSXV:CNC) (OTCQX:CNIKF) is pleased to announce that it has entered into an agreement with Scotiabank
to act as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the
"Underwriters") pursuant to which the Underwriters have agreed to purchase for resale (or arrange for
purchase by substituted purchasers) the following equity securities of the Company on a bought deal basis
for aggregate gross proceeds to the Company of approximately C$18.2 million (the "Public Offering"):
(a) 7,462,500 common shares of the Company (each, a " Common Share") at a price of C$ 1.77 per
Common Share; and
(b) 1,748,300 common shares of the Company to be issued as "flow -through shares" within the
meaning of the Income Tax Act (Canada) (the "Tax Act") (each, a "FT Share", and together with the
Common Shares, the "Offered Securities") at a price of C$2.86 per FT Share.
In addition, the Company will provide Anglo American plc with the right to concurrently subscribe for
Common Shares in order to maintain a 9.9% interest (which interest Anglo American plc would acquire on
the closing of the subscription previously announced by the Company) on a non -brokered private
placement basis for aggregate gross proceeds to the Company of approximately C$1.8 million (the
"Concurrent Private Placement " and together with the Public Offering, the " Offering"). Assuming
completion of the Concurrent Private Placement, the aggregate gross proceeds to the Company from the
Offering will be approximately C$20 million.
In connection with the Public Offering, the Company has granted to the Underwriters an option (the "Over-
Allotment Option"), exercisable in whole or in part for a period of 30 days after and including the closing
date of the Public Offering, to purchase any combination of additional Offered Securities for additional
gross proceeds of up to 15% of the gross proceeds raised unde r the Public Offering to cover over-
allotments, if any, and for market stabilization purposes.
An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur eligible
resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the
Tax Act), and (ii) "flow -through critical mineral mining expenditures" (as defined in subsection 127(9) of
the Tax Act) (collectively, the "Qualifying Expenditures"). Qualifying Expenditures in an aggregate amount
equal to the gross proceeds raised fr om the issuance of the FT Shares will be renounced to the initial
purchasers of the FT Shares with an effective date no later than December 31, 202 3. If the Company is
unable to renounce such Qualifying Expenditures, or if the Qualifying Expenditures renounced are reduced
by the Canada Revenue Agency, the Company will, to the extent permitted by the Tax Act, indemnify each
purchaser of FT Shares for any additional taxes payable by such purchaser as a result of th e Company's
failure to renounce the Qualifying Expenditures. The Company plans to use the net proceeds raised from
the sale of the Common Shares under the Offering for the exploration and advancement of the Company’s
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Crawford Nickel-Cobalt Sulphide Project and its other Ontario properties, repayment of the Auramet loan
facility and for general working capital purposes.
In connection with the Public Offering, the Offered Securities will be offered and sold by way of a short
form prospectus to be filed in the provinces of British Columbia, Alberta and Ontario.
The Offering is expected to close on or around March 2 , 2023 and such closing is subject to certain
conditions including, but not limited to, the receipt of all necessary approvals including the approval of the
TSX Venture Exchange and the applicable securities regulatory authorities.
The Underwriters will receive a cash commission of 6.0% of the gross proceeds of the Public Offering. No
commission is payable to the Underwriters in respect of the Concurrent Private Placement.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale
would be unlawful.
About Canada Nickel
Canada Nickel Company Inc. is advancing the next generation of nickel -sulphide projects to deliver nickel
required to feed the high growth electric vehicle and stainless-steel markets. Canada Nickel Company has
applied in multiple jurisdictions to t rademark the terms NetZero Nickel ™, NetZero Cobalt™ and NetZero
Iron™ and is pursuing the development of processes to allow the production of net zero carbon nickel,
cobalt, and iron products. Canada Nickel provides investors with leverage to nickel in low political risk
jurisdictions. Canada Nickel is currently anchored by its 100% owned flagship Crawford Nickel -Cobalt
Sulphide Project in the heart of the prolific Timmins-Cochrane mining camp. For more information, please
visit www.canadanickel.com.
For further information, please contact:
Mark Selby, Chair and CEO
Phone: 647-256-1954
Email: [email protected]
Cautionary Statement Concerning Forward Looking Statements
This press release contains certain information that may constitute "forward -looking information" under
applicable Canadian securities legislation. Generally, forward-looking information can be identified by the
use of forward -looking terminology such as "plans", "expects", or "does not expect", "is expected",
"budget", "s cheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or
"believes" or variations of such words and phrases or state that certain actions, events or results "may",
"could", "would", "might", or "will be taken", "occur", o r "be achieved". Forward looking information
includes, but is not limited to, the use of proceeds of the Public Offering and Concurrent Private Placement;
the timing and ability of the Company, if at all, to obtain final approval of the Public Offering and Concurrent
Private Placement from the TSX Venture Exchange; the tax treatment of the FT Shares; the timing of the
tax renunciation to the subscribers; the ability of the Company to advance the Crawford Nickel -Cobalt
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Sulphide Project; and statements regard ing exploration results and exploration plans. Forward -looking
information is necessarily based upon a number of assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other factors which may cause the act ual results
and future events to differ materially from those expressed or implied by such forward -looking
information. Factors that could affect the outcome include, among others: future prices and the supply of
metals, the future demand for metals, the results of drilling, inability to raise the money necessary to incur
the expenditures required to retain and advance the property, environmental liabilities (known and
unknown), general business, economic, competitive, political and social uncertainties, re sults of
exploration programs, risks of the mining industry, delays in obtaining governmental approvals, failure to
obtain regulatory or shareholder approvals, and the impact of COVID-19 related disruptions in relation to
the Company's b usiness operations including upon its employees, suppliers, facilities and other
stakeholders. There can be no assurance that such information will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such information. Accordingly, readers
should not place undue reliance on forward -looking information. All forward -looking information
contained in this press release is given as of the date hereof and is based upon the opinions and estimates
of management and information available to management as at the date hereof. Canada Nickel disclaims
any intention or obligation to update or revise any forward-looking information, whether as a result of new
information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.