NNX.V · 2022-07-22 12:00:00

Updates Shareholders' Meeting Information on Debt

Shareholder Meetings

Nickel North Exploration Corp.

NNX | TSX Venture Exchange

www.

exploration.com

info

nnx

gmail

.com

Suite

1105

750 West Pender

Street, Vancouver,

British Columbia, V

6C 2T8

, Canada

Telephone:

778.877.5480

NEWS RELEASE

Nickel North

Updates Shareholders' Meeting Information on Debt

Settlements

For Immediate Release

July 22

, 202

Nickel North Exploration Corp.

(TSX Venture: NNX) (the “

Company

” or “

Nickel North

”) is

pleased to

provide

additional information on the upcoming annual general meeting (the "

Meeting

to be held on July 29, 2022, where the shareholder

will be

asked to

consider

and

approve

, among

other things,

(a)

the

shares for debt settlements with

Yingting Guo, Andrew Lee Smith and SinoTech

(Hong Kong) Corporation Limited (the “

Management Debt Settlements

”), and (b) the settlement

of an aggregate amount of $1,654,995 in loans from SinoTech (Hong Kong) Corporation Lim

ited

SinoTech

through the issuance of a convertible debenture (the “

SinoTech Settlement

”).

The Company advises that

the Management Debt Settlements are “related party transactions”

under

Multilateral Instrument 61

101

—

Protection of Minority Security

Holders in Special

Transaction

MI 61

101

that are exempt from the formal valuation and minority approval

requirements

pursuant to the exemption in section 5.5(b) of MI 61

101, as the Co

mpany is not

listed on a specified market, and pursuant to the

exemption in section 5.7(1)(a) of MI 61

101

the

total of

anagement

ebt

Settlements

is less than 25% of the

Company

’s

arket

apitalizatio

n (as

calculated in accordance with MI 61

101). The Company will be seeking d

isinterested shareholder

approval

(

in accordance with the requirements of the TSX Venture Exchange (the “

Exchange

”))

pursuant to an omnibus resolution with the

50,221,860

votes

attached to the common shares of

Yingting Guo, Andrew Lee Smith and SinoTech being excluded for the purposes of th

at resolution

Further, t

he Company

wishes to provide additional

disclosure relating to the SinoTech Settlement

as follows: SinoTech has been advancing funds to maintain the Company’s operations because the

Company is an exploration stage company and do

es not have

the

ability to generate revenues.

Over

the years, the total debts owed by the Company to SinoTech increased to over $1,650,000.

This

large amount of liability is a concern for the Company from

financial viability point of view when

the Com

pany attempts to seek other sources of financing.

The Company’s management proposed

the SinoTech Settlement to be discussed on its April 2, 2022 board meeting and it was discussed

and further negotiated with SinoTech thereafter. The nature of discussion

revolved around the

Company’s financial situation and how to make the Company better able to attract other financing

sources. The board believed that the 10% interest rate for the Convertible Debenture was fair

because it was the interest rate accruing on

the outstanding debts owed to SinoTech.

The board

also believed that

the

$0.05 per share conversion price of the Convertible Debenture was fair

because it was at or higher than the closing prices of the Company’s shares around that time

At the

April 2,

2022 board meeting, all of the board members participated in the discussion of the

proposed SinoTech Settlement and Dr. Jingbin Wang

(Chair of the board)

was excluded from voting

on the resolution to present the SinoTech Settlement to SinoTech

The SinoTech Settlement is a

“related party transaction” under MI 61

101 that is exempt from the formal valuation requirement

pursuant to the exemption in section 5.5(b) of MI 61

101, as the Company is not listed on a

specified market

. The Company will

be seeking minority approval in accordance with MI 61

101

for the SinoTech Settlement

with the votes

attached to the 49,871,860 common shares held by

SinoTech

(representing approximately 55.43% of the issued and outstanding common shares)

being excluded f

or the purposes of

such approval.

Following completion of the Management Debt Settlements, there will not be any outstanding debts

owned to Yingting Guo, Andrew Lee Smith and SinoTech (other than the outstanding convertible

debenture issued in connection

with the SinoTech Settlement). Following completion of the

Management Debt Settlements,

Yingting Guo, Andrew Lee Smith and SinoTech

will each beneficially

own

3,446,660,

772,590 and 50,471,860 common shares, respectively, representing 3.65%, 0.82%

and 53.

45% of the issued and outstanding common shares, respectively

Assuming the conversion

of the convertible debenture and after completion of the Management Debt Settlement, SinoTech

would own 83,571,760 common shares, representing 65.53% of the issued and

outstanding

common shares.

The Company

also

confirms that there have been no “prior valuations” in respect of the Company

that relates to

or is otherwise relevant

to the

Management Debt Settlements

and

/or

the SinoTech

Settlement

and there have been no bon

a fide prior offers that relate to or is otherwise relevant to

the

Management Debt Settlements

and

/or

the SinoTech Settlement

The Management Debt Settlements and the

SinoTech Settlement still require

approval of the

Exchange

if they are approved by disinterested and minority shareholders at the upcoming

Meeting

About Nickel North Exploration Corp.

Nickel North Exploration is a Canadian based explorer focused on defining a Ni

PGE resource at

our Hawk Ridge Project in

Northern Quebec. The board of directors, advisor committee and

management team are experienced, successful mine finders. The property consists of a 50

km long

belt of magmatic Ni

PGE occurrences covering over

173 km

. The project is located near

tide

water. Quebec is a mining friendly jurisdiction. Nickel North Exploration is a conscientious

corporate citizen, maintains good relations with Communities and Aboriginal people, and is

committed to sustainable development. For more information on the com

pany, please visit

www.nnexploration.com

On behalf of Nickel North Exploration Corp.

“SIGNED”

Yingting (Tony) Guo, President and CEO

Neither TSX

Venture Exchange nor its Regulation Services Provider (a

s that term is defined in

policies of the TSX

Venture Exchange) accepts responsibility for the adequacy or accuracy of

this release.

Disclaimer for Forward

Looking Statements

All statements, other than statement of historical fact, included herein are forward

looking

statements that are subject to risks and uncertainties. Forward

looking statements are often, but

not always, identified by the use of words such as “seek”, “anti

cipate”, “believe”, “plan”, “estimate”,

“expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could”

or “might” occur or be achieved and other similar expressions. Forward

looking statements are

subject to busine

ss and economic risks and uncertainties and other factors that could cause actual

results of operations to differ materially from those contained in the forward

looking statements.

orward

looking statements are based on estimates and opinions of managemen

t at the date the

statements are made. The Company does not undertake any obligation to update forward

looking

statements except as required by applicable securities laws. Investors should not place undue

reliance on forward

looking statements.

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