Class 1 Nickel and Technologies Ltd. Announces Private Placement and Share for Debt Offering
Class 1 Nickel and Technologies Ltd. Announces Private Placement and Share for
Debt Offering
TORONTO, ONTARIO – May 8, 2026 – Class 1 Nickel and Technologies Ltd. (CSE: NICO/OTCQB:
NICLF) ("Class 1 Nickel" or the "Company") is pleased to announce that it proposes to complete a non-
brokered private placement (the “Private Placement”) pursuant to which it will issue up to 2,419,354
units of the Company (the “Units”) at a price of Cdn$0.124 per Unit to raise aggregate gross proceeds
of up to Cdn$300,000. Each Unit will consist of one common share of the Company (a "Share") and
one-half of one common share purchase warrant, with each whole such common share purchase warrant
entitling the holder thereof to acquire one additional Share at an exercise price of $0.25 for a period of
three years from the date of issuance thereof. Insiders may participate in the Private Placement in
amounts yet to be determined. The Company intends to use the proceeds of the Private Placement for
general corporate purposes.
In addition, the Company is also pleased to announce that it has entered into agreements with creditors
of the Company to issue an aggregate of 16,666,666 Shares at a deemed price of Cdn$0.12 per Share in
satisfaction of outstanding indebtedness owing in the aggregate amount of Cdn$2,000,000 (the "Share
for Debt Transaction"). Mr. David Fitch will acquire, directly or indirectly, all of the Shares issuable
pursuant to the Share for Debt Transaction.
As Mr. Fitch is an insider of the Company, the Share for Debt Transaction is a “related party transaction”
under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions
(“MI 61- 101”). The Company is relying upon the exemptions from the formal valuation and minority
shareholder approval requirements of MI 61 -101 contained in Sections 5.5(b) and 5.7(1)(a) of MI 61 -
101 in respect of related party participation in the Share for Debt Transaction as the Company is listed
on the Canadian Securities Exchange and neither the fair market value (as determined under MI 61-101)
of the subject matter of, nor the fair market value of the consideration for, the Share for Debt Transaction,
insofar as it involves the related parties, exceeded 25% of the Company's market capitalization (as
determined under MI 61-101).
All of the securities issued pursuant to the Private Placement and the Share for Debt Transaction will be
subject to a statutory hold period expiring four months and one day following the date of closing. Both
the Private Placement and Share for Debt Transaction remain subject to the approval of the Canadian
Securities Exchange.
About Class 1 Nickel
Class 1 Nickel and Technologies Limited (CSE: NICO/OTCQB: NICLF) is a Mineral Resources
Company primarily focused on the exploration and development of its 100% owned komatiite -hosted
nickel sulphide projects: the Alexo -Dundonald Project near Timmins, Ontario (4 nickel sulphide
deposits) and the Somanike Project, near V al-d’Or, Quebec (includes the historical Marbridge Ni -Cu
Mine). Both projects comprise extensive property packages covering past -producing nickel mines,
offering excellent exploration upside and near-term production opportunities.
For more information, please contact:
David Fitch, President
T: +61 400.631.608
For additional information please visit our website at www.class1nickel.com and our Twitter feed:
@Class1Nickel.
Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted
responsibility for the adequacy or accuracy of this press release.
Forward Looking Statements – Certain information set forth in this news release may contain forward -looking
statements that involve substantial known and unknown risks and uncertainties , including risks relating to the
prospective nature of the Company’s property interests and the size and anticipated completion of each of the
Private Placement and Share for Debt Transaction . These forward -looking statements are subject to numerous
risks and uncertainties, certain of which are beyond the control of Class 1 Nickel, including with respect to the
receipt of all permits and licenses, environmental matters, results of exploration activities, increased costs, receipt
of regulatory approvals, completion of the Private Placement and/or Share for Debt Transaction as presently
proposed or at all, and availability of capital. Readers are cautioned that the assumptions used in the preparation
of such information, although considered reasonable at the time of preparation, may prove to be imprecise and,
as such, undue reliance should not be placed on forward-looking statements.