Pure Nickel Corporate Update
Pure Nickel Corporate Update
Toronto, Ontario--(Newsfile Corp. - September 5, 2018) - Pure Nickel Inc. (TSXV: NIC) (the "Company") announces the following
corporate updates.
Sale of Royalty
The Company has reached agreement to sell its royalty interest in a copper mine located in Milford, Utah (the "Royalty") to David
McPherson, the President and CEO of the Company. Under the terms of the agreement, the Company's wholly-owned
Subsidiary, Nevada Star Resources Corp. (US), will sell all of its rights to the royalty to a company (the "Purchaser") wholly-
owned by Mr. McPherson for consideration of CDN$660,759 (the "Purchase Price"). The Purchase Price which will be satisfied
through the issuance by the Purchaser to Nevada Star of a secured promissory note (the "Note") in the principal amount of the
Purchase Price.
Mr. McPherson has provided a limited recourse guarantee to guarantee all of the obligations of the Purchaser
under the Note. Recourse under the guarantee is limited to the entitlements of Mr. McPherson under the Transition Agreement
dated May 26, 2017 between Mr. McPherson and the Company, which provides for the payment to Mr. McPherson of past-due
management fees in the amount of CDN$778,000 and Mr. McPherson's
transition from management of the Company.
As
security for his obligations under the guarantee, Mr. McPherson has agreed to assign all of his rights in the Transaction
Agreement, including the payments due to Mr. McPherson thereunder, to Nevada Star. Currently the Royalty is carried on Pure
Nickel's balance sheet at CDN $451,758.
The principal amount of the Note is payable by the Purchaser from time to time upon receipt by the Purchaser of payments under
the Royalty.
The Note provides that the any obligation to repay principal outstanding under the Note shall be automatically set off
against any amounts owing to Mr. McPherson under the Transaction Agreement.
The sale of the Royalty is a related party transaction for the Company pursuant to Multilateral Instrument 61-101 —
Protection of
Minority Security Holders in Special Transactions
("MI 61-101") as the sale is being made to a corporation wholly-owned by an
officer and director of the Company. In accordance with MI 61-101, the sale of the Royalty must be approved by a majority of the
minority shareholders of the Company. The Company will be relying on an exemption from the requirement under MI 61-101 to
obtain a formal valuation in respect of the sale available to issuers that are not listed on the Toronto Stock Exchange or another
senior exchange. In addition to shareholder approval, the sale of the Royalty will require the approval of the TSX Venture
Exchange.
ASM /AGM
The Company is in the process of planning an annual and special meeting of the shareholders to be held on October 17, 2018.
At the meeting the shareholders will be voting on the Company's name change, a share consolidation, the royalty sale, directors
and other regulatory required matters.
About Pure Nickel Inc.
Pure Nickel is a mineral exploration company with a diverse collection of gold, nickel, copper and platinum group element
exploration projects in North America.
Forward Looking Statements
Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and
uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, expectations,
plans, and objectives of Pure Nickel are forward-looking statements that involve various risks. The following are important factors
that could cause Pure Nickel's actual results to differ materially from those expressed or implied by such forward-looking
statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral
exploration, risks associated with development, construction and mining operations, the uncertainty of future exploration
activities and cash flows, and the uncertainty of access to additional capital. There can be no assurance that forward-looking
statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such
statements. Pure Nickel undertakes no obligation to update such forward-looking statements if circumstances or management's
estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Pure Nickel Inc.
David McPherson
T. (416) 644-0066
www.purenickel.com