Canada Nickel Announces Private Placement of Flow-Through Shares for Gross Proceeds of C$4.5 Million, Bringing Aggregate Gross Proceeds from Private Placements to C$17.5 Million
Canada Nickel Announces Private Placement
of Flow-Through Shares for Gross Proceeds of C$4.5 Million,
Bringing Aggregate Gross Proceeds from Private Placements to C$17.5 Million
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
TORONTO, June 23, 2025 – Canada Nickel Company Inc. (“Canada Nickel” or the “ Company”) (TSX-V:CNC) is
pleased to announce a fully subscribed non-brokered private placement for the sale of 4,245,750 common
shares of the Company that will qualify as "flow-through shares" (as defined in subsection 66(15) of the Income
Tax Act (Canada)) (the " FT Shares ") at a price of C$1.06 per FT Share for gross proceeds of approximately
C$4,500,000 (the “Flow-Through Offering”).
The Company is also pleased to announce that the Company’s previously announced “best efforts” private
placement (the “Brokered Offering”, and collectively with the Flow -Through Offering, the “ Offerings”) is fully
subscribed for the sale of 15,295,000 units of the Company (the “Units”, and collectively with the FT Shares, the
“Offered Securities”) at a price of C$0.85 per Unit (the “Unit Price”) for gross proceeds of C$13,000,750, which
includes the gross proceeds from the full exercise of the Agents’ option. The aggregate gross proceeds to the
Company from the Offerings will be approximately C$17,500,750.
Each Unit will consist of one common share of the Company (each a “Unit Share”) and one-half of one common
share purchase warrant (each whole warrant, a “ Warrant”). Each whole Warrant shall entitle the holder to
purchase one common share of the Company (each, a “ Warrant Share”) at a price of C$1.20 at any time on or
before that date which is 36 months after the Unit Closing Date (as defined herein).
Red Cloud Securities Inc. and Scotiabank are acting as co-lead agents and joint bookrunners, on behalf of a
syndicate of agents (collectively, the “Agents”) in connection with the Brokered Offering. The Company plans to
use the net proceeds of the Brokered Offering for the advancement of the Company’s wholly owned Crawford
Nickel Sulphide Project as well as for working capital and general corporate purposes.
The gross proceeds from the Flow-Through Offering will be used by the Company to incur (or be deemed to
incur) eligible resource exploration expenses that will qualify as (i) "Canadian exploration expenses" (as defined
in the Income Tax Act (Canada)), (ii) "flow -through critical mineral mining expenditures" (as defined in
subsection 127(9) of the Income Tax Act (Canada)), and (iii) "eligible Ontario critical mineral exploration
expenditures" within the meaning of subsection 103(4.1) of the Taxation Act, 200 7 (Ontario) (collectively, the
"Qualifying Expenditures"). Qualifying Expenditures in an aggregate amount not less than the gross proceeds
raised from the issuance of the FT Shares will be incurred (or deemed to be incurred) by the Company on or
before December 31, 202 6, and will be renounced by the Company to the initial purchasers of the FT Shares
with an effective date no later than December 31, 2025.
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The Brokered Offering is scheduled to close on or around June 26, 2025 (the “Unit Closing Date”). The closing
of the Offerings are subject to certain conditions including, but not limited to, the listing of the Unit Shares, FT
Shares and Warrant Shares on the TSX Venture Exchange (the “ TSX-V”), and the receipt of all necessary
approvals including the approval of the TSX-V. The non-brokered private placement of FT Shares is scheduled
to close on or around July 4th, 2025.
The Company shall pay to the Agents, on the Unit Closing Date, a cash commission of 6.0% of the gross proceeds
raised in respect of the Brokered Offering (the “Agents’ Commission”) other than gross proceeds from sales to
certain purchasers on a president's list , for which a reduced Agent’s Commission of 3% of such proceeds shall
be payable. In addition, at the Unit Closing Date, the Company shall issue to the Agents warrants of the Company
(the “Broker Warrants”), exercisable for a period of 36 months following the Unit Closing Date, to acquire in
aggregate that number of common shares of the Company which is equal to 6.0% of the number of Units sold
under the Brokered Offering at an exercise price equal to the Unit Price, subject to a reduced number of Broker
Warrants to be issued to the Agents as is equal to 3% of the number of Units sold to purchasers on the president's
list.
The Offered Securities will be offered by way of private placement in all of the provinces of Canada pursuant to
applicable exemptions from the prospectus requirements under applicable Canadian securities laws. The Units
will also be offered (i) in the United States or to, or for the account or benefit of, U.S. persons, by way of private
placement pursuant to the exemptions from the registration requirements provided for under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”); and (ii) in jurisdictions outside of Canada and the
United States on a private placement or equivalent basis, in each case in accordance with all applicable laws,
provided that no prospectus, registration statement or other similar document is required to be filed in such
jurisdiction. The securities to be issued pursuant to the Offering s to purchasers in Canada will be subject to a
four-month hold period in Canada pursuant to applicable Canadian securities laws. The Units are expected to be
offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada
available under OSC Rule 72 -503 – Distributions Outside Canada and, accordingly, the securities to be issued
pursuant to the Brokered Offering to purchasers outside of Canada are not expected to be subject to a four -
month hold period in Canada.
The securities offered have not been registered under the U.S. Securities Act, 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 trademark the terms NetZero NickelTM, NetZero CobaltTM, NetZero IronTM 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 Nickel District. For more information, please visit www.canadanickel.com.
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For further information, please contact:
Mark Selby, 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",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or
variations of such words and phrases or state that certain actions, events or resu lts "may", "could", "would",
"might", or "will be taken", "occur", or "be achieved". Forward looking information in this news release includes,
but is not limited to: structure and terms of the Offerings, the anticipated closing date of the Brokered Offering,
the intended use of proceeds of the Offering s, and approval of the Offering s by the TSX -V. Forward-looking
information is necessarily based upon a number of assumptions that, while considered reasonable, are subject
to known and unknown risks, uncertai nties, and other factors which may cause the actual 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 Company's properties, environmental liabilities (known and unknown), general business,
economic, competitive, political and social uncertainties, results of exploration programs, risks of the mining
industry, delays in obtaining governmental approvals, and failure to obtain regulatory or shareholder approvals.
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 TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this release.