TORONTO, Jan. 31,
2025 /CNW/ - Power Nickel
Inc. (the "Company"
or "Power Nickel") (TSXV: PNPN)
(OTCBB: PNPNF) (Frankfurt: IVV) is pleased to announce that,
further to the Company's press releases dated December 5, 2024 and January 16, 2025, the previously announced plan
of arrangement (the "Arrangement"), whereby Power Nickel
will spinout (the "Spin-Out") the Golden Ivan Property and
certain Chilean assets and liabilities to Chilean Metals Inc.
("Spinco", a wholly owned subsidiary of the Company), is
expected to become effective at 12:01 a.m.
PST on February 3, 2025 (the
"Effective Time").
Assuming the Arrangement becomes effective on February 3, 2025, the Power Nickel shareholders
of record as of the close of trading on January 31, 2025 (the "Shareholders") will
receive, for each Power Nickel common share held immediately prior
to the Effective Time: (i) one new common share of Power Nickel
(each, a "New Power Nickel Share"); and (ii) 0.05 of one
Spinco common share (each, a "Spinco Share"). Outstanding
options to purchase common shares in the Company will also be
adjusted pursuant to the Arrangement, such that the holders of
options will receive new options to purchase New Power Nickel
Shares and Spinco Shares, as described in more detail in the
Company's information circular dated October
21, 2024 (the "Information Circular"). As set out in
the Information Circular, Power Nickel has chosen to deal with its
outstanding warrants for Power Nickel Shares outside of the
Arrangement and under contractual adjustment provisions in the
warrant certificates.
The Company's transfer agent Endeavor Trust Corporation will act
as depositary in connection with the Arrangement, and will mail a
letter of transmittal to each of the Shareholders holding common
shares of the Company in certificated format, which provides
instructions for such Shareholders to exchange their common shares
for New Power Nickel Shares and Spinco Shares. For more information
regarding the process to exchange common shares of the Company for
New Power Nickel Shares and Spinco Shares, please refer to the
Company's press release dated January 16,
2025.
Once the Arrangement becomes effective, the New Power Nickel
Shares will continue trading on the TSX Venture Exchange
("TSXV") in Canada, on the
OTC Market in the United States
and on the Frankfurt Stock Exchange in Germany. Spinco Shares will not be listed on
any stock exchange after completion of the Arrangement, but Spinco
will be a reporting issuer in British
Columbia and Alberta and
will comply with its continuous disclosure obligations under
applicable Canadian securities laws.
As announced previously, the Spin-Out will provide Shareholders
with an ownership stake in two separate specialized companies.
Power Nickel will continue to focus on the advancement of the Nisk
project, while Spinco will focus on advancing the Golden Ivan
property and the Chilean assets. The Golden Ivan property is
located in Terrace, British
Columbia and comprises of 13 mineral claims, covering a
total area of 797 hectares. Spinco will also acquire the Company's
interests in the Zulema, Tierra de
Oro, Palo Negro, Hornitos and Tabaco projects located in
Chile. Power Nickel will retain
its royalty interest in the Chilean Copaquire project.
Additional information regarding the terms of the Arrangement,
including a summary of the terms and conditions of the arrangement
agreement, is set out in the Information Circular, which is filed
under Power Nickel's SEDAR+ profile at www.sedarplus.ca.
The Arrangement remains subject to the satisfaction or waiver of
the remaining customary closing conditions, including final
approval of the TSXV.
About Power Nickel Inc.
Power Nickel is a Canadian exploration company focusing on
developing the High-Grade Nickel Copper PGM, Gold and Silver Nisk
project into potentially Canada's
next poly metallic mine.
On February 1, 2021, Power Nickel
(then called Chilean Metals) completed the acquisition of its
option to acquire up to 80% of the Nisk project from Critical
Elements Lithium Corp. (CRE: TSXV).
The NISK property comprises a large land position (20 kilometres
of strike length) with numerous high-grade intercepts. Power Nickel
is focused on expanding the high-grade nickel-copper PGM, Gold and
Silver mineralization with a series of drill programs designed to
test the initial Nisk discovery zone, the Lion discovery zone and
to explore the land package for adjacent potential poly metallic
deposits.
In addition to the Nisk project, Power Nickel currently owns
significant land packages in British Colombia and Chile, which are the subject of the Spin-Out
and will be owned by Chilean Metals Inc. if the Arrangement becomes
effective.
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 TSXV nor its Regulation Services Provider accepts
responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Statements
This message contains certain statements that may be deemed
"forward-looking statements" concerning 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," "would," "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 uncertainties, and
actual results or realities may differ materially from those in the
forward-looking statements. All statements, other than statements
of historical fact, included herein, without limitation, the
effective date of the Arrangement, the completion of the proposed
Spin-Out, the Company's receipt of final TSXV approval of the
Arrangement, the benefits of the proposed Spin-Out, the advancement
of the key projects in Chile and
in British Columbia and other
statements related to the Arrangement or the Spin-Out, are
forward-looking statements. There can be no assurance that such
statements will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
statements. Forward-looking statements reflect the beliefs,
opinions and projections on the date the statements are made and
are based upon a number of assumptions and estimates that, while
considered reasonable by Power Nickel, are inherently subject to
significant business, economic, competitive, political and social
uncertainties and contingencies. Many factors, both known and
unknown, could cause actual results, performance or achievements to
be materially different from the results, performance or
achievements that are or may be expressed or implied by such
forward-looking statements and the parties have made assumptions
and estimates based on or related to many of these factors. Such
material risks and uncertainties include, but are not limited to,
among others; the timing and completion of the Arrangement; whether
TSXV and other regulatory approval of the Arrangement will be
obtained; the benefits of the Arrangement; the cash and other
assets and liabilities held by Spinco following the Arrangement;
the ability to raise sufficient capital to fund its obligations
under its property agreements going forward and conduct drilling
and exploration; to maintain its mineral tenures and concessions in
good standing; to explore and develop its projects; changes in
economic conditions or financial markets; the inherent hazards
associated with mineral exploration and mining operations; future
prices of nickel and other 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 accepted, to obtain such licenses and
approvals in a timely fashion relative to the Company's plans and
business objectives for the applicable project; 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.
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content:https://www.prnewswire.com/news-releases/power-nickel-provides-update-on-spin-out-of-golden-ivan-property-and-chilean-assets-302365148.html
SOURCE Power Nickel Inc.
