TORONTO, Dec. 5, 2024
/CNW/ - Power Nickel Inc. (the "Company"
or "Power Nickel") (TSXV: PNPN) (OTCBB:
PNPNF) (Frankfurt: IVV) is pleased to announce that the
shareholders of Power Nickel (the "Shareholders") have
approved the previously announced plan of arrangement (the
"Arrangement") pursuant to which the Company's
interest in the Golden Ivan property, along with certain
Chilean exploration assets and liabilities, will be spun out to
Power Nickel shareholders (the "Spin-Out") through the
Shareholders receiving common shares in Chilean Metals Inc., a
wholly owned subsidiary of the Company ("Spinco" or
"Chilean Metals").
At the Company's annual general and special meeting held on
November 22, 2024, the special
resolution approving the Arrangement was approved by 96.81% of the
votes cast by Shareholders. All of the other matters considered at
the meeting, including the stock option plan for Spinco, were also
approved in accordance with management's recommendations.
In addition, the Company is pleased to announce that on
November 27, 2024 Power Nickel
obtained a final order from the Supreme Court of British Columbia ("Court") in respect
of the Arrangement which was a condition to enable closing of the
Arrangement.
Subject to the satisfaction or waiver of the remaining customary
closing conditions, including final approval of the TSX Venture
Exchange ("TSXV"), Power Nickel expects that the Arrangement
will become effective on January 31,
2025 or shortly thereafter. The Company will issue a
subsequent news release confirming the closing of the Arrangement
and relevant date for which Power Nickel shareholders of record
will receive, for each Power Nickel common share held immediately
prior to the effective time: (i) one new common share of Power
Nickel (a "New Power Nickel Share"); and (ii) 0.05 of one
SpinCo common share (each, "Spinco Shares"). 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, as described in more detail in the Company's information
circular dated October 21, 2024 (the
"Information Circular"). The Company's transfer agent
Endeavor Trust Corporation will act as depositary in connection
with the Arrangement and a subsequent news release will provide
further details for Shareholders to exchange their old Power Nickel
shares for New Power Nickel Shares and Spinco
Shares.
After closing of the Arrangement, the New Power Nickel Shares
will continue trading on the 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 investors
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.
"We are pleased the Shareholders and the Court have approved
the Arrangement, which we believe will create value in two primary
ways for our shareholders. First, we believe the Spin-Out
properties have significant unrealized value that is lost in the
current structure. We believe Chilean Metals can advance our key
projects in Chile and in
British Columbia, and create
considerable value that is not being seen as investors correctly
focus on our exiting polymetallic discovery at Nisk. Secondly, we
believe the Spin-Out will pose challenges to the naked short
sellers that have been selling our shares and not closing their
share sales by delivery of the stock. We are committed to
maintaining transparency and integrity in the financial markets,
and currently conducting a thorough investigation into certain
trading activities and will provide evidence of malfeasance by
naked short sellers. As previously announced by the Company on
December 12, 2023, we have been
investigating and finding evidence of significant and ongoing stock
imbalances, which occurs when a broker has fewer shares in its
account than its customers own, suggesting possible naked short
selling and other manipulative actions to lower share prices. We
take improper trading activity very seriously and are working
diligently to ensure that our Shareholders are protected. It has
been a great year at Power Nickel; we have made major gains and yet
we feel the best is yet to come. We believe the Spin-Out and our
ongoing exploration success will make 2025 even more exciting then
2024. We thank our Shareholders for their support throughout the
year and wish everyone a Merry Christmas and Very Happy and
Prosperous New Year."
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 owns significant
land packages in British Colombia
and Chile. Power Nickel is
expected to finalize the reorganization of these assets in a
related vehicle through a plan of arrangement.
To obtain Power Nickel's Corporate Presentation, please use
the link
below:
http://powernickel.com/corporate_presentation.pdf
Neither the TSX Venture Exchange 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, completion
of the proposed Spin-Out, TSXV approval of the proposed Spin-Out,
the benefits of the proposed Spin-Out, the advancement of the key
projects in Chile and in
British Columbia, the creation of
considerable value for Shareholders, the challenges created for
naked short sellers and the Company's investigation into
malfeasance and improper trading activities by naked short sellers,
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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SOURCE Power Nickel Inc.
