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PNPN.V ·

Power Nickel to Close Previously Announced C$5 Million Private Placement

Financings

POWER NICKEL TO CLOSE PREVIOUSLY ANNOUNCED

C$5 MILLION PRIVATE PLACEMENT

Toronto, Ontario – March 22, 2023 – Power Nickel Inc. (the “Company” or “Power Nickel”) (TSX-V: PNPN,

OTCQB: PNPNF, Frankfurt: IVVI) is pleased to announce it has received commitments to over subscribe

the previously announced private placement (the “Offering”) of up to 10,000,000 flow-through units (each,

an “FT Unit”) of the Company, at a price of $0.50 per FT Unit , for aggregate gross proceeds of up to CAD

$5,000,000.

“Despite Challenging market conditions our Offering was extremely well received and we are pleased to

advise that we will over subscribe the financing. Nisk has been such a great project to work on and our

advances at Nisk are recognized by the investment community. We would like to thank both old and new

shareholders for their support.” Commented Power Nickel CEO Terry Lynch.

The Placement is scheduled to close on or about March 30 th 2023. .

Each FT Unit will be composed of one common share of the Company that qualifies as a “flow -through

share” (each, a “FT Share”), for purposes of the Income Tax Act (Canada) (the “ITA”), and one-half of one

transferable non-flow-through common share purchase warrant (each whole, being a " Warrant"). Each

Warrant will be exercisable into one non-flow-through common share (each, a “Warrant Share”) at exercise

price of $0.50 per Warrant Share for a period of five years from the date of issuance. All securities is sued

under the Private Placement will be subject to a four-month and one-day statutory hold period.

The Warrants will be subject to an acceleration clause which entitles the Company to provide notice (the

“Acceleration Notice”) to holders that the Warrants will expire 30 days from the date the Company provides

the Acceleration Notice. The Company can only provide the Acceleration Notice if the closing price of the

Company’s Common Shares on the TSX Venture Exchange i s equal to or greater than $1.00 for 10

consecutive trading days. The Acceleration Notice can be provided at any time after the statutory hold

period and before the expiry date of the Warrants.

The Company intends to use the gross proceeds from sale of the FT Shares for exploration activities on

the Company ’s NISK property located in Quebec and to incur eligible Canadian exploration expenses,

within the meaning of the ITA, that will qualify for the federal 30% Critical Mineral Exploration Tax Credit.

The Private Placement is subject to TSX Venture Exchange (“TSXV”) approval. The Company may pay

finder’s fees as permitted by applicable securities laws and the rules of the TSXV.

For further information on Power Nickel Inc., please contact:

Mr. Terry Lynch, CEO

(647) 448-8044

[email protected]

For further information, readers are encouraged to contact:

Power Nickel Inc.

The Canadian Venture Building

82 Richmond St East, Suite 202

Toronto, ON

Neither the 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.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain statements that may be deemed “forward -looking statements” with

respect to the Company within the meaning of applicable securities laws. Forward -looking statements are

statements that are not historical facts and are generally, but not always, identified by the words “expects”,

“plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “indicates”, “opportunity”,

“possible” and similar expressions, or that events or conditions “will”, “w ould”, “may”, “could” or “should”

occur. Although the Company believes the expectations expressed in such forward-looking statements are

based on reasonable assumptions, such statements are not guarantees of future performance, are subject

to risks and unc ertainties, and actual results or realities may differ materially from those in the

forwardlooking statements. Such material risks and uncertainties include, but are not limited to, the

Company’s ability to raise sufficient capital to fund its planned activities at the NISK Property and for general

working capital purposes; the timing for proposed closing of the Private Placement; the timing and costs of

future activities on the Company’s properties, including preparing the Amended Technical Report;

maintaining its mineral tenures and concessions in good standing; changes in economic conditions or

financial markets; the inherent hazards associates with mineral exploration and mining operations; future

prices of metals; changes in general economic conditions; accuracy of mineral resource and reserve

estimates; the potential for new discoveries; the ability of the Company to obtain the necessary permits and

consents required to explore, drill and develop the projects and if obtained, to obtain such permits and

consents in a timely fashion relative to the Company’s plans and business objectives for the projects; the

general ability of the Company to monetize its mineral resources; and changes in environmental and other

laws or regulations that could have an impact on the Company’s operations, compliance with environmental

laws and regulations, dependence on key management personnel and general competition in the mining

industry. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of the

Company’s management on the date the statements are made. Except as required by law, the Company

undertakes no obligation to update these forward -looking statements in the event that management’s

beliefs, estimates or opinions, or other factors, should change.