North American Nickel Inc. Announces Upsize of Previously-Announced Best Efforts Private Placement to $10 Million
NORTH AMERICAN NICKEL INC. ANNOUNCES UPSIZE OF
PREVIOUSLY-ANNOUNCED BEST EFFORTS PRIVATE PLACEMENT TO $10 MILLION
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, April 8, 2022 – North American Nickel Inc. (TSXV: NAN) (OTCQB:
WSCRF) (the " Company" or " NAN"), is pleased to announce that in connection with its previously-
announced best efforts private placement offering (the "Offering"), the Company and Paradigm Capital Inc.
(the “Lead Agent”), on behalf of a syndicate of agents incl uding INFOR Financial Inc., have agreed to
increase the size of the Offering. The Company will now issue up to 20,834,000 subscription receipts (the
"Subscription Receipts") at a price of $0.48 per Subscription Receipts (the “Issue Price”) for total gross
proceeds of up to $10,000,320.
Each Subscription Receipt shall be deemed to be aut omatically exercised, without payment of any
additional consideration and without further action on the part of the holder thereof, into a Resulting Issuer
Share (as defined below) on a one-for one basis, upo n satisfaction of the Escrow Release Conditions (as
defined below), subject to adjustment in certain events.
The net proceeds from the Offering shall be used to fund exploration and development, working capital and
for general corporate purposes.
In addition, the Company has granted the Agents an opti on to increase the size of the Offering by up to
15% of the base Offering size, which option shall be exercisable at any time not less than 48 hours prior to
the Closing Date.
The Offering is expected to clos e on or about April 28, 2022 (the “ Closing Date”), or such other date as
the Lead Agent and the Company may mutually agree, and is subject to certain conditions, including but
not limited to, the receipt of all necessary approvals, including conditional approval from the TSX Venture
Exchange (the “TSXV”). The securities issued pursuant to the Offering will be subject to applicable hold
periods, including the typical four month period from Closing Date of the Offering.
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 U.S. state securities laws, and may not be offered or sold in
the United States without registration under the U.S. Securities Act and all applicable state securities laws
or compliance with the requirements of an applicable exemption therefrom. Th is news release does not
constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there
be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Proposed RTO Transaction
The Company has entered into a non-binding letter of in tent with Premium Nickel Resources Corporation
(“PNR”), to enable PNR to complete a go-public transaction by way of a reverse take-over of NAN under
the policies of the TSVX (the “RTO Transaction”). The RTO Transaction is expected to be completed by
way of a triangular amalgamation under the laws of t he Province of Ontario in volving PNR, the Company
and a wholly-owned subsidiary of the Company, which will result in the cr eation of a combined entity (the
“Resulting Issuer”). The final structure of the RTO Transaction is subject to receipt of final tax, corporate
and securities law advice by both the Company and PNR.
Pursuant to the policies of the TSXV, PNR is a “Non-Arm’s Length Party” of the Company. The Company
currently holds approximately 8.9% of the outstanding common shares of PNR on a basic, undiluted basis,
and a warrant entitling the Company to purchase an addition al 15% of the equity of PNR, on an undiluted
basis, for US$10 million, until February 26, 2025 (the “15% Warrant”).
In connection with the proposed RTO Transaction, the Company is required to seek the requisite
shareholder and regulatory approvals to change the name and stock ticker symbol of the Resulting Issuer
as part of the RTO Transaction to such name and ticker symbol as may be r equested by PNR, acting
reasonably, and consolidate the common shares of the Resulting Issuer.
On the Closing Date (as defined below), the gross proceeds of the Offering, less 100% of the expenses of
the Agent payable by the Co mpany pursuant to the terms of an agency agreement, to be entered into at
closing between the Company, PNR and the Agents (the “ Agency Agreement”), but including the cash
commission of the Agents, will be delivered to and held by a licensed Canadian trust company or other
escrow agent (the “Escrow Agent”) mutually acceptable to the Agent and the Company and invested in an
interest bearing account (the “Escrowed Funds”) pursuant to the terms and conditions of a subscription
receipt agreement to be entered into on the Clos ing Date among the Company, Agent and the Escrow
Agent (the “Subscription Receipt Agreement”). The Escrowed Funds will be held in escrow pending the
earlier of (i) the satisfaction of t he Escrow Release Conditions (as defin ed below), and (ii) the occurrence
of a Termination Event (as defined below).
If: (i) the Escrow Release Conditions are not satisfie d on or before 5:00 p.m. (Toronto time) on that date
which is 120 days following the Closing Date (the “Escrow Release Deadline”); or (ii) prior to the Escrow
Release Deadline, the Company advises the Agent or announces to the public that it does not intend to
proceed with the RTO Transaction and/or satisfy the Escrow Release Conditions, the Escrowed Funds
(plus any interest accrued thereon) shall be returned to the holders of the Subscription Receipts on a pro
rata basis and the Subscription Receipts will be canc elled without any further action on the part of the
holders. To the extent that the Escrowed Funds are not sufficient to refund the aggregate Issue Price paid
by the holders of the Subscription Receipts, the Company shall be responsible and liable to contribute such
amounts as are necessary to satisfy any shortfall.
For the purposes hereof, “Escrow Release Conditions” shall mean each of the following conditions, which
conditions may be waived in whole or in part jointly by the Company and the Lead Agent:
A. receipt of all required corporate, shareholder, regulatory and third-party approvals, if any, required
in connection with the Offering and the RTO Transaction;
B. the completion, satisfaction or waiver of all conditions precedent, undertakings, and other matters
to be satisfied, completed and otherwise met or prior to the completion of the RTO Transaction
(other than delivery of standard closing docu mentation) have been satisfied or waived in
accordance with the definitive agreement relating to the RTO Transaction, to the satisfaction of the
Agents acting reasonably (other than the release of the Escrowed Funds);
C. written confirmation to the A gents from each of the Company and PNR that all conditions of the
RTO Transaction have been satisfi ed or waived, other than releas e of the Escrowed Funds, and
that the RTO Transaction shall be completed without undue delay upon release of the Escrowed
Funds;
D. the common shares of the Resulting Issuer be ing conditionally approved for listing on the TSXV;
and
E. the Company and the Agents hav ing delivered a joint notice and direction to the Escrow Agent,
confirming that the conditions set forth in (A) to (D) above have been met or waived.
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 U.S. state securities laws, and may not be offered or sold in
the United States without registration under the U.S. Securities Act and all applicable state securities laws
or compliance with the requirements of an applicable exemption therefrom. Th is news release does not
constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there
be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About North American Nickel
North American Nickel is a mineral exploration co mpany with 100% owned properties in Maniitsoq,
Greenland and Ontario, Canada. In 2019, NAN became a founding shareholder in PNR to provide direct
exposure to Ni-Cu-Co opportunities in the southern African region. Simultaneously, NAN is expanding its
area of exploration interest into Morocco.
The Maniitsoq property in Greenland is a Camp scale permitted exploration project comprising 3,048 square
km covering numerous high-grade nickel-copper + cobalt sulphide occurrences associated with norite and
other mafic-ultramafic intrusions of the Greenland Norite Belt (GNB). The >75km-long belt is situated along,
and near, the southwest coast of Greenland and is access ible from the existing Seqi deep water port with
an all-year-round shipping season and hydroelectric power potential from a quantified watershed.
The Post Creek/Halcyon property in Sudbury is strategically locat ed adjacent to the past producing
Podolsky copper-nickel-precious metal sulphide deposit of KGHM International Ltd. The property lies along
the extension of the Whistle Offset dyke structure. Such geologica l structures host major Ni-Cu-PGM
deposits and producing mines within the Sudbury Camp.
NAN acquired 100% ownership of property near the southern extent of the Lingman Lake Greenstone Belt
in northwest Ontario known as Lingman Nickel and in the Quetico region near Thunder Bay Ontario. The
acquisition of these properties is part of NAN's stra tegy to develop a pipeline of new nickel projects. NAN
is evaluating direct and indirect nickel asset acquisition opportunities globally.
About Premium Nickel Resources Corporation
PNR is a Canadian company dedicated to the explorat ion and development of high-quality nickel-copper-
cobalt (Ni-Cu-Co) resources. We believe that the medium to long- term demand for these metals will grow
through continued global urbanization and the increasing replacement of internal combustion engines with
electric motors. Importantly, these metals are key to a low-carbon future. PNR has recently completed a
transaction resulting in the transfer of ownership of assets, in liquidation, formerly operated by BCL Limited
in Botswana and, signed an asset purchase agreement to acquire an additional asset, in liquidation,
formerly operated by Tati Nickel Mining Company in Botswana.
PNR maintains a skilled team with strong financial, te chnical and operational expertise to take an asset
from discovery to exploration to mining.
PNR has focused its efforts on discover ing world class nickel sulphide assets in jurisdictions with rule-of-
law that fit a strict criteria that comply with PNR's values and principles which stand up against the highest
acceptable industry standa rds. We are committed to governance th rough transparent accountability and
open communication within our team and our stakeholders.
ON BEHALF OF THE BOARD OF DIRECTORS
Keith Morrison
Chief Executive Officer
North American Nickel Inc.
For more information contact:
North American Nickel Inc.
Jaclyn Ruptash
Corporate Communications
+1 (604) 770-4334
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain "forward-looki ng statements" and "forward-l ooking information" under
applicable Canadian securities legislation concerning the business, operations and financial performance
and condition of the Company. Forward-looking statements and forward-looking information include, but is
not limited to, statements about the future prospects of any assets or properties of the Company, the ability
of the Company to successfully complete due diligence, the ability of the Company to successfully complete
the Offering and the RTO Tran saction, the ability of the Company to access capital, any spending
commitments, the success of exploration activities, t he future economics of minerals including nickel and
copper, the benefits of the development potential of the properties of the Company, the benefits of drilling
and advancement of projects. Forward-looking in formation is necessarily based upon a number of
estimates and assumptions that, while considered re asonable, are subject to known and unknown risks,
uncertainties, and other factors, which may cause the ac tual results and future events to differ materially
from those expressed or implied by such forward-looking information. 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, reade rs 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 managem ent and information available to management
as at the date hereof. The Company disclaims any intent ion 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.
Although the Company has attempted to identify important factors that could cause actual actions, events
or results to differ materially from those described in forward-looking statements, there may be other factors
that cause actions, events or result s not to be anticipated, estimated or intended. Statements concerning
mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to
the extent they involve estimates of the mineralization that will be encountered if the property is developed.
Neither 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.