First Atlantic Closes No-Warrant Private Placement Financing as Strategic Investor Exercises 9.9% Top-up Right Under Investor Rights Agreement
FIRST ATLANTIC CLOSES NO-WARRANT PRIVATE PLACEMENT FINANCING AS STRATEGIC
INVESTOR EXERCISES 9.9% TOP-UP RIGHT UNDER INVESTOR RIGHTS AGREEMENT
Not for Distribution to U.S. Newswire Services or for Dissemination in the United States.
Vancouver, British Columbi a, December 23, 2025 - First Atlantic Nickel Corp. (TSXV: FAN)
(OTCQB: FANCF) (FSE: P21) (“FAN” or the “Company”) announces that it has closed its non-
brokered private placement (the “Offering”) of flow -through common shares, issued without
warrants, for aggregate gross proceeds of $2,619,316 . In connection with the Offering, a
strategic investor exercised its top-up rights under an Investor Rights Agreement, which entitles
it to maintain an ownership interest in the Company of up to 9.99%. The Offering consisted of
(i): 3,201,220 charity flow-through common shares (each, a “CFT Share”) issued at a price of
$0.2432 per CFT Share; and (ii) 8,765,618 flow-through common shares of the Company (each,
a “FT Share”) issued at a price of $0.21 per FT Share. Each of the CFT Shares and FT Shares
was issued on a “flow-through” basis pursuant to the Income Tax Act (Canada).
The proceeds of the Offering will be used on the Company’s Pipestone XL Nickel Alloy Project
in Newfoundland to incur eligible “Canadian exploration expenses” that will qualify as “flow -
through mining expenditures,” as those terms are defined in the Income Tax Act (Canada) (the
“Qualifying Expenditures”), on or before December 31, 2026. The Company will renounce all
Qualifying Expenditures to subscribers effective December 31, 2025.
The Company intends to use the proceeds to immediately advance drilling and exploration at
the RPM Zone, test newly identified drill targets across the Pipestone XL Project, and expand
the scope and scale of its metallurgical recovery and processing program.
Please call 844-592-6337 or email [email protected] to connect with Rob Guzman, First
Atlantic Nickel's Investor Relations, for questions or more information.
PIPESTONE XL ALLOY PROJECT
The Pipestone XL Nickel Alloy Project spans the entire 30- kilometer Pipestone Ophiolite
Complex in central Newfoundland, a continuous belt of serpentinized ultramafic rocks enriched
in nickel and chromium. First Atlantic holds 100% control of the complex, which hosts multiple
discovery zones including the RPM Zone, Super Gulp, Atlantic Lake, and Chrome Pond, all
containing awaruite (Ni ₃Fe), a naturally occurring nickel -iron-cobalt alloy with approximately
75% nickel content.
Figure 1: Pipestone XL Alloy Project showing awaruite target zones along 30km trend over total
magnetic intensity (TMI).
Unlike conventional nickel sulfide deposits that require energy -intensive smelting, awaruite's
sulfur-free composition and strong magnetic properties enable concentration through simple
magnetic separation, eliminating acid mine drainage risks while reduci ng dependence on
overseas processing infrastructure. The project benefits from year -round road access and
proximity to clean hydroelectric power within one of the world's top-ranked mining jurisdictions,
positioning Pipestone XL to contribute to a secure and reliable North American nickel supply
chain for the stainless steel, electric vehicle, aerospace, and defense industries.
FROM ROCKS TO POWER
“Awaruite is not a sulfide nor an oxide nickel ore but a high- content native nickel –iron ore.
Simple beneficiation processes after mining could provide 60% Ni concentrate, ready for
leaching for battery cathode purposes and would yield MHP as a by -product. This process
would bypass pyrometallurgy or early hydrometallurgy stages and be among the lowest carbon-
intensive nickel production sites in the global nickel market.” (Battery Metals Association of
Canada, From Rocks to Power)
Figure 2: United States Geological Survey (USGS) quote on awaruite nickel -iron-cobalt alloy
deposits.
The sulfur-free nature of awaruite (Ni₃Fe), a naturally occurring nickel-iron-cobalt alloy already
in metallic form, eliminates the need for secondary processes such as smelting, roasting or acid
leaching that are typical of sulfide or laterite nickel ores. Unlike sulfides, which are not natural
alloys, awaruite avoids the challenge of sourcing smelter capacity, a bottleneck in North
America's nickel supply chain. With an average nickel grade of approximately 75%, awaruite
significantly exceeds the ~25% nic kel grade characteristic of pentlandite. Awaruite's strong
magnetic properties enable concentration through magnetic separation, as demonstrated by
Davis Tube Recovery (DTR) testing at First Atlantic's RPM Zone drill core.
Awaruite eliminates the electricity requirements, emissions, and environmental impacts
associated with conventional smelting, roasting or acid leaching processes of common nickel
minerals. Moreover, awaruite's sulfur-free composition removes the risks of acid mine drainage
(AMD) and related permitting challenges commonly posed by sulfide minerals. As noted by the
United States Geological Survey (USGS) in 2012: "The development of awaruite deposits in
other parts of Canada may help alleviate any prolonged sh ortage of nickel concentrate.
Awaruite, a natural iron- nickel alloy, is much easier to concentrate than pentlandite, the
principal sulfide of nickel."
Investor Information
The Company's common shares trade on the TSX Venture Exchange under the symbol "FAN",
the American OTCQB Exchange under the symbol " FANCF" and on several German
exchanges, including Frankfurt and Tradegate, under the symbol "P21".
Investors can get updates about First Atlantic by signing up to receive news via email and SMS
text at www.fanickel.com.
Investors are invited to sign up for the official FAN (First Atlantic Nickel) List found at
www.fanickel.com and can follow First Atlantic Nickel on the following social media.
FOR MORE INFORMATION:
First Atlantic Investor Relations
Robert Guzman
Tel: +1 844 592 6337
Disclosure
In connection with the Offering, the Company paid cash finder’s fees of $52,552.50 and issued
an aggregate of 210,000 non-transferable finders’ warrants (the “Finders’ Warrants”) to eligible
arm’s length finders, in accordance with TSX Venture Exchange pol icies and applicable
securities laws. Each Finders’ Warrant entitles the holder to purchase one common share of
the Company at an exercise price of $0.21 for a period of two years from the date of issuance.
The FT Shares and CFT Shares were offered by way of private placement pursuant to
applicable exemptions from the prospectus requirements under applicable securities laws. All
securities issued in connection with the Offering are subject to a statutory hold period of four
months and one day from the closing date of the Offering, in accordance with applicable
Canadian securities laws. The Offering remains subject to receipt of final approval from the
TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any
securities in the United States or any other jurisdiction. No securities may be offered or sold in
the United States absent registration under the U.S. Securities Act of 1933, as amended, or an
applicable exemption from such registration, and no securities may be offered or sold in any
jurisdiction where such offer or sale would be unlawful.
Adrian Smith, P.Geo., a director and the Chief Executive Officer of the Company is a qualified person
as defined by NI 43 -101. The qualified person is a member in good standing of the Professional
Engineers and Geoscientists Newfoundland and Labrador (PEGN L) and is a registered professional
geoscientist (P.Geo.). Mr. Smith has reviewed and approved the technical information disclosed herein.
ABOUT FIRST ATLANTIC NICKEL CORP.
First Atlantic Nickel Corp. (TSXV: FAN) (OTCQB: FANCF) (FSE: P21) is a critical mineral
exploration company in Newfoundland & Labrador developing the Pipestone XL Nickel Alloy
Project. The project spans the entire 30-kilometer Pipestone Ophiolite Complex, where multiple
zones, including RPM, Super Gulp, Atlantic Lake, and Chrome Pond, contain awaruite (Ni₃Fe),
a naturally occurring magnetic nickel -iron-cobalt alloy of approximately ~75% nickel with no-
sulfur and no- sulfides, along with secondary chromium mi neralization. Awaruite's sulfur -free
composition removes acid mine drainage (AMD) risks, while its unique magnetic properties
enable processing through magnetic separation, eliminating the electricity requirements,
emissions, and environmental impacts of conventional smelting, roasting, or high-pressure acid
leaching while reducing dependence on overseas nickel processing infrastructure.
The U.S. Geological Survey recognized awaruite's strategic importance in its 2012 Annual
Report on Nickel, noting that these deposits may help alleviate prolonged nickel concentrate
shortages since the natural alloy is much easier to concentrate than typical nickel sulfides1. The
Pipestone XL Nickel Alloy Project is located near existing infrastructure with year -round road
access and proximity to hydroelectric power. These features provide favorable logistics for
exploration and future development, strengthening First Atlantic’s role to establish a secure and
reliable source of North American nickel production for the stainless steel, electric vehicle,
aerospace, and defense industries. This mission gained importance when the US added nickel
to its critical minerals list in 20 222, recognizing it as a non- fuel mineral essential to economic
and national security with a supply chain vulnerable to disruption.
Forward-looking statements:
This news release may include “forward-looking information” within the meaning of applicable Canadian securities
legislation. Forward- looking information reflects management’s current beliefs and is based on estimates,
assumptions and information currently available to the Company that, while considered reasonable, are subject to
known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ
materially from those expressed or implied by such forward- looking information. Forward- looking information is
provided for the purpose of assisting readers in understanding the Company’s current expectations and plans and
may not be appropriate for other purposes. Forward- looking information speaks only as of the date of this news
release.
Forward-looking information in this news release includes, but is not limited to, statements regarding: the receipt
of final acceptance of the Offering from the TSX Venture Exchange; the intended use of proceeds of the Offering;
the Company’s ability to in cur eligible “Canadian exploration expenses” that will qualify as “flow -through mining
expenditures” (as such terms are defined in the Income Tax Act (Canada)); the timing of incurring the Qualifying
1 https://d9-wret.s3.us-west-2.amazonaws.com/assets/palladium/production/mineral-pubs/nickel/mcs-2012-nicke.pdf
2 https://www.usgs.gov/news/national-news-release/us-geological-survey-releases-2022-list-critical-minerals
Expenditures; and the timing and ability of the Company to renounce Qualifying Expenditures to subscribers,
including the anticipated effective renunciation date.
Forward-looking information is based on, among other things, assumptions regarding: the Company’s ability to
obtain TSX Venture Exchange final acceptance and any other required regulatory approvals in a timely manner;
the Company’s ability to allocate and incur Qualifying Expenditures as intended and within the required time
periods; the Company’s continued ability to access its properties and carry out exploration and related programs
at the Company’s Pipestone XL Nickel Alloy Project as currently planned; the availability, performance and cost
of personnel, services, equipment and supplies; the timing of, and ability to obtain, necessary permits and
regulatory authorizations; and general business, economic and financial market conditions.
Readers are cautioned that forward- looking information is neither a promise nor a guarantee and is subject to
known and unknown risks and uncertainties, including, without limitation, risks relating to: the inability to obtain
TSX Venture Exchange final ac ceptance or other required approvals; the Company’s ability to use the proceeds
as currently contemplated; the Company’s ability to incur Qualifying Expenditures and renounce them to
subscribers within the timelines required under the Income Tax Act (Canada); exploration and development risks;
environmental and permitting risks; changes in commodity prices; uncertain and volatile equity and capital
markets; lack of available capital; operating risks; accidents; labour issues; and other risks inherent in the mining
industry. Additional risks and factors are discussed in the Company’s disclosure documents available under the
Company’s profile on SEDAR+ at www.sedarplus.ca. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward- looking statements prove incorrect, actual results may
vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
The Company is presently an exploration stage company. Exploration is highly speculative in nature, involves
many risks, requires substantial expenditures, and may not result in the discovery of mineral deposits that can be
mined profitably. Furthermore, the Company currently has no mineral reserves on any of its properties. As a result,
there can be no assurance that such forward-looking statements will prove to be accurate, and actual results and
future events could differ materially from those anticipated in such statements. The Company undertakes no
obligation to update forward-looking information, except as required by applicable securities laws.
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.