Fathom Announces Closing of First Tranche of Non-Brokered Private Placement
FATHOM NICKEL ANNOUNCES THE CLOSING OF
THE FIRST TRANCHE OF UPSIZED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Calgary, Alberta - May 31, 2023 – Fathom Nickel Inc. (CSE: FNI) (FSE: 6Q5) (OTCQB: FNICF) (the "Company"
or " Fathom") is pleased to announce that it has closed the first tranche of i ts upsized non-brokered
offering of flow-through units and non flow-though units (the "Upsized Offering"), previously announced
on May 8, 2023. Pursuant to the Upsized Offering the Company issued 5,266,000 flow-through common
units (the “FT Units”) at a price per FT Unit of $0.155 (the “FT Price”) for gross proceeds of $816,230, and
4,742,000 non-flow through Units (the “NFT Units”) at a price per NFT Unit of $0.135 (the “NFT Price”) for
gross proceeds of $640,170. Combined gros s proceeds of the Upsized Offering was $1,456,400. The
second tranche of the Upsized Offering, comprised of $1,500,000 charity flow-through units, is expected
to close on or about June 7.
Each NFT Unit consists of one Common Share (a “Hard Dollar Share“) and one transferable Common Share
purchase warrant (a “Warrant“) that shall be exercisable into one Common Share (“Hard Dollar Warrant
Share”) for a period of 24 months from issuance at an exercise price of C$0.20.
Each FT Unit consists of one flow-through Common Share (a “FT Share“) and one-half of a transferable
Common Share purchase warrant (the “FT Unit Warrant”), with one whole Unit Warrant exercisable into
a Warrant Share for 24 months from issuance at an exercise price of C$0.23.
The combined 10,008,000 Hard Dollar an d FT shares issued were issued in accordance with the
accredited investor exemption under National Instrument 45 -106 Prospectus Exemptions and are
subject to a resale restriction of four months and one day from the date of distribution.
The gross proceeds of the flow -through portion of the Upsized Offering will be used by the Company to
incur eligible “Canadian exploration expenses” that will qualify as “flow -through mining expenditures”
as such te rms are defined in the Income Tax Act (Canada) (the “ Qualifying Expenditures ”) related to
the Company’s Albert Lake Project and the Gochager Lake Project which are located in Saskatchewan,
Canada on or before December 31, 202 4. All Qualifying Expenditures will be renounced in favour of the
subscribers effective December 31, 2023 . The net proceeds of the Upsized Offering from the NFT Units
will be used for exploration and development of the Company’s mineral projects and for working capital
and general corporate purposes.
As consideration for services in connection with the Upsized Offering, the Company has paid to certain
qualified (“Finders”) a cash commission of $63,945 and 439,800 broker warrants (“Broker Warrants”).
Each Broker Warrant will entitle the holder thereof to acquire one common share of the Company at the
offering price for a period of 36 months from the Closing Date.
pg. 2
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and
may not be offered or sold within the United States or to U.S. persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
About Fathom Nickel Inc.
Fathom is an exploration company that is targeting magmatic nickel sulphide discoveries to support the
rapidly growing global electric vehicle market.
The Company has a portfolio of two hig h-quality exploration projects located in the prolific Trans
Hudson Corridor in Saskatchewan: 1) the Albert Lake Project, a 90,000+ hectare project that was host
to the historic and past producing Rottenstone deposit (produced high -grade Ni-Cu+PGE, 1965 -1969),
and 2) the Gochager Lake Project, a 1 9,560-hectare project that is host to a historic , open-pitable
resource consisting of 4.3M tons at 0.295% Ni and 0.081% Cu 1.
1 – The Saskatchewan Mineral Deposit Index (SMID#0880) reports drill indicated reserves of 4,262,400 tons grading 0.295% Ni
and 0.081% Cu mineable by open pit. Fathom cannot confirm the resource estimate nor the parameters and methods used to
prepare the reserve estimate. The estimate is not considered NI43-101 compliant and further work is required to verify this historical
drill indicated reserve.
ON BEHALF OF THE BOARD
"Doug Porter"
President and CFO, Director
For further information, please contact:
Doug Porter, President and CFO
1-403-870-4349
Email: [email protected]
Or
Ian Fraser, Chief Executive Officer and Vice-President, Exploration
1-403-650-9760
Email: [email protected]
pg. 3
Forward-Looking Statements:
This news release contains "forward -looking statements" that are based on expectations, estimates, projections and
interpretations as at the date of this news release. Forward -looking statements are frequently characterized by words such as
"plan", "expect", "project", "seek", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or
statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the
Company incurring and renunciation of Qualifying Expenditures. Forward-looking statements relate to information that is based
on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements
that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are
not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety
of risks and uncertai nties which could cause actual events or results to differ from those reflected in the forward -looking
statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable
terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration;
risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the pot ential
for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks
and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related
to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of
prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be
consistent with the Company's expectations; risks related to commodity price fluctuations; and other risks and uncertainties
related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Such
forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These forward- looking statements are made as of the date hereof and
the Company does not assume any obligation to update or revise them to reflect new events or circumstances except in
accordance with applicable securities laws. Actual events or results could differ materially from the Company's expectations or
projections.