TORONTO, Feb. 3, 2025
/CNW/ - Power Nickel
Inc. (the "Company"
or "Power Nickel") (TSXV: PNPN)
(OTCBB: PNPNF) (Frankfurt: IVV) and Chilean Metals Inc.
("Chilean Metals") are pleased to announce that they have
completed the previously announced strategic reorganization of
their business pursuant to which the Golden Ivan Property and
certain Chilean assets and liabilities have been spun out to Power
Nickel shareholders (the "Spin-Out") through Chilean
Metals.
Terry Lynch, Chief Executive
Officer of Power Nickel and a Director of Chilean Metals,
commented:
"Wow that was easy! All kidding aside it's terrific to have
this accomplished. It will allow Chilean Metals to be able to grow
at its own pace and on its own merit. We recently reviewed the
exploration programs and we are very excited to have them advance
their drill plans in mid H1. Will have a more fulsome update for
the market around PDAC. We are excited about the future at Chilean
even while we remain focused on advancing our exploration at
Nisk."
The Spin-Out was completed by way of a statutory plan of
arrangement (the "Arrangement") pursuant to the Business
Corporation Act (British
Columbia). The Arrangement became effective at 12:01 a.m. on February 3,
2025 (the "Effective Time"). In accordance with the
Arrangement, the Power Nickel shareholders of record as at the
close of trading on January 31, 2025
(the "Shareholders") will receive, in exchange for each
Power Nickel common share held immediately prior to the Effective
Time: (i) one new common share in the authorized capital of Power
Nickel (each, a "New Power Nickel Share"); and (ii) 0.05 of
one common share in the authorized capital of Chilean Metals (each,
a "Chilean Metals Share"). The Shareholders own
approximately 50% of the issued and outstanding Chilean Metals
Shares, with Power Nickel holding the remaining balance of the
Chilean Metals Shares.
As previously announced, the Spin-Out was completed as part of a
strategic reorganization to unlock value for Power Nickel
shareholders, providing them with an ownership stake in two
separate specialized companies. Power Nickel will continue to focus
on the advancement of the Nisk project, while Chilean Metals will
focus on advancing the Golden Ivan property and the Chilean assets.
The Golden Ivan property is located in Terrace, British Columbia and comprises 13
mineral claims, covering a total area of 797 hectares. Chilean
Metals acquired the Company's interests in the Zulema, Tierra de Oro, Palo Negro, Hornitos and Tabaco
projects located in Chile. Power
Nickel retained its royalty interest in the Chilean Copaquire
project.
The New Power Nickel Shares continue to trade on the TSX Venture
Exchange ("TSXV") in Canada, on the OTC Market in the United States and on the Frankfurt Stock
Exchange in Germany. The CUSIP /
ISIN for the New Power Nickel Shares is: 739301406 / CA7393014062.
Chilean Metals will not be listed on any stock exchange but will
operate as a reporting issuer in British
Columbia and Alberta and
will comply with its continuous disclosure obligations under
applicable securities laws.
Further information regarding the Spin-Out and Chilean Metals is
set out in Company's information circular dated October 21, 2024, which is filed under Power
Nickel's SEDAR+ profile at www.sedarplus.ca.
Endeavor Trust Corporation is the depositary in connection with
the Spin-Out. On January 31, 2025,
Endeavor Trust Corporation sent out letters of transmittal to
registered holders of certificated shares, as described in the
Company's January 16, 2025 news
release.
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.
About Chilean Metals Inc.
On February 3, 2025 Chilean Metals
completed a plan of arrangement with Power Nickel Inc., pursuant to
which it acquired a 100% legal and beneficial interest in the
Golden Ivan property. The Golden Ivan property is located in
Terrace, British Columbia and
comprises 13 mineral claims, covering a total area of 797 hectares.
Chilean Metals also owns interests in the Zulema, Tierra de Oro, Palo Negro, Hornitos and Tabaco
projects located in Chile.
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
benefits of the proposed Spin-Out, the advancement by Chilean
Metals of the Golden Ivan property in British Columbia and the advancement by
Chilean Metals of the mineral exploration projects located in
Chile 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 and Chilean Metals, 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 benefits of the Spin-Out; the ability
of the parties to raise sufficient capital to fund each of their
obligations under its property agreements going forward and conduct
drilling and exploration; to maintain each of their respective
mineral tenures and concessions in good standing; to explore and
develop each of their respective 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 parties to obtain the
necessary permits and consents required to explore, drill and
develop each of their respective projects and if accepted, to
obtain such licenses and approvals in a timely fashion relative to
the respective parties' plans and business objectives for the
applicable project; the general ability of the parties to monetize
each of their respective mineral resources; and changes in
environmental and other laws or regulations that could have an
impact on each of their respective 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.
