The Spin-Out will handover buyers with an possession stake in two isolated specialised firms. Energy Nickel will proceed to concentrate on the development of the Nisk mission, time Spinco will center of attention on advancing the Blonde Ivan estate and the Chilean belongings. The Blonde Ivan estate is situated in Terrace, British Columbia and accommodates of 13 mineral claims, overlaying a complete section of 797 hectares. Spinco will even achieve the Corporate’s pursuits within the Zulema, Tierra de Oro, Palo Negro, Hornitos and Tabaco initiatives situated in Chile. Energy Nickel will accumulation its royalty pastime within the Chilean Copaquire mission.

“We are pleased to progress with this exciting opportunity for the Company and its shareholders to spin-out the Golden Ivan property and the Company’s Chilean assets. We are doing this to unlock value for Power Nickel shareholders. Fundamentally we believe our shareholders are not receiving at the moment any benefit from the properties we are spinning out. We also believe the private nature of the spin out, and that Spinco will initially not seek a stock exchange listing, may prove problematic for the non declared holders of what we believe is a naked short position in Power Nickel. Let me briefly share some commentary from our MD&A on these exploration assets.”

Extracted from the Corporate’s MD&A dated August 29, 2024 for the intervening time length ended June 30, 2024, as to be had on SEDAR+:

Blonde Ivan Component

Energy Nickel has introduced it plans to spin out by the use of a Plan of Association the mining homes it controls in British Colombia (Blonde Ivan) and in Chile. It plans to finish this in This fall 2024. The untouched Corporate Pan American Gold Equities (or such alternative identify this is each descriptive and meets the necessities of the British Columbia Companies Office) will replace exploration plans at that moment.

Blonde Ivan is situated approx. 3 kilometers to the east of Stewart, BC within the center of the Blonde Triangle. The Blonde Ivan estate is composed of 13 (13) mineral claims, all in just right status, for a complete section of roughly 797 hectares.

On January 14, 2021, the Corporate introduced it finalized an guarantee dated October 7, 2020 to obtain 100% of the Blonde Ivan estate by the use of a sequence of possibility bills and paintings loyalty. On June 29, 2021, the guarantee was once revised to do away with all of the money bills and paintings constancy and expedite the cost via stocks time lowering the whole batch of stocks via one million stocks from the unedited guarantee. The revised phrases are as follows:

(i) 3,900,000 regular stocks inside of 5 Industry Days nearest receipt of the TSXV Favor. Those regular stocks have been valued at $1,209,000 according to the buying and selling worth of the Corporate’s stocks at the month of issuance.

(ii) 6,500,000 regular stocks on or sooner than June 29, 2021 matter to TSXV Favor. Those regular stocks have been valued at $1,235,000 according to the buying and selling worth of the Corporate’s stocks at the month of issuance.

Consequently, the Corporate received a 100% pastime matter most effective to a 2.5% NSR royalty. The Corporate keeps the choice to buy again 40% of this royalty for a one-time cost of $one million.

Blonde Triangle has reported mineral assets (beyond manufacturing and stream assets) in overall of 67 million oz of gold, 569 million oz of silver and 27 billion kilos of copper. This estate hosts two recognized mineral showings (gold ore and magee), and a portion of the past-producing Silverado mine, which was once reportedly exploited between 1921 and 1939. Those mineral showings are described to be Polymetallic veins that include amounts of silver, manage, zinc, plus/minus gold, and plus/minus copper.

In the summertime of 2021, a extremely a success prospecting and geologic mapping program has resulted within the discovery of 2 untouched majestic grade gold zones turnover 16.2 grams-per-tonne (g/t) gold (Au) and 15.1 g/t Au in outcrop.

The 2021 Blonde Ivan Component marketing campaign finished right through July and August 2021, incorporated the choice of 210 floor rock samples together with 7 channel samples, along with reconnaissance geologic mapping and full rock geochemical research all through the Component. A complete of 17 of the 210 rock samples returned more than 0.1 g/t Au, and as much as 16.2 g/t Au from the newly came upon Lone Goat Appearing, and 15.1 g/t Au over 0.75 metres from a channel pattern on the newly came upon Molly B. East appearing along with important silver and bottom steel values (Desk 1).

Mineralization and Alteration of Brandnew Discoveries

The Molly B. East high-grade gold appearing is related to subvertical southeast tending quartz-pyrrhotite- chalcopyrite veins hosted inside of andesitic volcanic rocks with nice grained sulphide halos.

The Lone Goat high-grade gold appearing accommodates an roughly 700 x 200 metres NE-SW trending subvertical zone of multi-stage quartz-epidote-sericite-carbonate altered andesite that returned more than one anomalous (n=8 more than 0.1 g/t Au) gold assays.

The newly came upon Lone Goat, Molly B. East gold showings and the ancient high-grade gold-silver Molly B development to the south are occuring together with northeast and northwest trending airborne magnetic (low) lineaments respectively (Determine 1 underneath).

Common Geology

The result of reconnaissance geologic mapping point out the Blonde Ivan Component is underlain via a layered layout of andesitic volcanic and volcaniclastic rocks attributed to the decrease Jurassic Hazelton Workforce. The volcanic bundle is short via overdue andesite dykes and rhyolite our bodies, time the northeast section of the Component lies in faulted touch with interpreted Stuhini Workforce metasediments.

Blonde Ivan Ancient Information Compilation

Previous to starting up the 2021 exploration, Energy Nickel commissioned a virtual ancient knowledge compilation with recognize to the Blonde Ivan Component. The compilation comprised publicly to be had mineral overview reviews and estate recordsdata from as early as 1929 to month and as lately as 2020. Documented exploration throughout the Blonde Ivan Component contains in depth prospecting, geochemical research of floor rock and chip/channel samples, trenching, small-scale underground construction, and geophysical surveys (airborne magnetic, VLF-EM, multi frequency EM, and magnetic / radiometric surveys).

A complete of 124 rock and rock chip/channel samples have been digitized, which returned a mean grade of two.45 g/t Au and 79.4 g/t Ag, as much as a most of 118 g/t Au and a couple of,400 g/t Ag. Of the 124 rock samples, a complete of 17 returned more than 1 g/t Au and a overall of 16 returned better than 50 g/t Ag, together with seven samples returning each better than 1 g/t Au and 50 g/t Ag.

A number of small-scale ancient workings happen throughout the Blonde Ivan declare crew, comprising floor pits, trenches, and snip adits. Those come with the Gold Ore, Eagle & Fat Bell, Magee Sky Annex, and Molly-B potentialities related the western declare boundary. Molly B probability sampling returned assays as much as 45.7 g/t Au and 90.2 g/t Ag, with a mean grade of 9.2 g/t Au on 11 samples accumulated intermittently over a 750 m NW trending zone. As well as, the section between the Silverado Negative. 4 and Magee Sky Annex presentations a northeast development returned assays together with 6.2 g/t Au, 1,300 g/t Ag and 1.4 g/t Au, 2,400 g/t Ag. The numerous Silverado Negative. 4 workings, situated to the south out of doors the Component, returned values as much as 60 g/t Au and 90 g/t Ag.

The ancient compilation effects exhibit the possible to enlarge and extra delineate ancient high-grade gold- silver mineralization with persisted exploration.

Zulema, Chile

In 2013, the Corporate received 23 exploration concessions totaling roughly 2,105 hectares environment its 5 next current Zulema mining concessions in Chile’s 3rd Pocket. In 2014, the Corporate received 9 alternative mining concessions totaling 724 hectares from a 3rd birthday party. In March 2015, the Corporate finished the purchase from some other 3rd birthday party of 3 alternative mining concessions totaling 600 hectares. The Zulema estate now is composed of four,300 hectares (10,626 acres). All concessions are held 100% via IPBX and Minera Palo Negro Ltda, with out a underlying 3rd birthday party royalty or web earnings pastime. The mission is situated 30 kilometres from the gigantic Cu Au Candelaria mine of Lundin Mining Company and in an overly homogeneous geological atmosphere.

All the way through the week ended December 31, 2017, the Corporate commenced drilling its Zulema mission. With the Candelaria mine as a fashion, the exploratory drill program is trying out two geologically distinct goals: a 1+ sq. km. section of intense garnet scapolite skarn breccia (Skarn Goal) and a massive Precipitated Polarization chargeability anomaly on its japanese flank. (IP Goal). The preliminary effects excepted on February 27, 2017 instructed to Chilean that it had present in our overview, IOCG taste mineralization.

Drill holes 1, 6 and seven assisted in defining the limits of the japanese skarn and alike sulphide mineralization. Drill hollow 4, concentrated on the IP goal, was once terminated sooner than achieving bottom. The objective extra revealed. Hollow 3 had a six meter category from 285.32 – 291.32 meters which contained 0.66% Cu, 23.6% Fe and zero.52 g/t Au. It additionally contained an alternative intercept from 325.20 to 335.20 that assayed 0.34% Cu, 10.0 % Fe and zero.16 g/t Au. Hollow 5 situated 272 meters north and east of three additionally had some attention-grabbing highlights. Particularly, we see a number of lenses of 2 and 4 meters in range with particular person 2 meters divisions assaying as much as 0.43% Cu, 4.9 % Fe and zero.29 g/t Au.

Preliminary drill effects ascertain that host rocks and alteration are compatible the Candelaria fashion. The presence of copper-bearing magnetite skarn, interbedded magnetite chalcopyrite bands, extra immense chalcopyrite in drill hollow 5, biotite magnetite alteration, potassic (Okay-spar), magnetite and hematite veining and native mineralized breccias suggests proximity to the principle mineralized goal.

A evaluation of the drill core has been finished with the effects suggesting the focal point of ongoing exploration must be against the west related drill holes 2, 3 and 5 the place the skarn seems a extra receptive host for mineralization. In drill hollow 2, quartz stock-working and siliceous breccia counsel proximity to a majestic temperature warmth supply / intrusion. Without delay east of drill hollow 2 at drill hollow 5, frequent low grade copper mineralization is accompanied via a extra powerful taste of chalcopyrite happening as massive 1 cm. clots throughout the skarn. Due south of five, drill hollow 3 contained massive divisions of skarn together with a number of lenses of iron lavish, IOCG taste copper mineralization. Holes 2, 3, 5 assays are reported in quality within the April 3, 2017 press let fall.

The Corporate preoccupied Southern Rock Geophysics, a consulting company with over twenty years revel in within the Andean Pocket. Common with each the Porphyry and IOCG depositional fashions, Southern Rock brings the experience required to seek for a fickle goal within the difficult barren region of Chile.

242-line kilometers of information was once accumulated alongside 55 north – south survey fold areas to deliver to lend a hand in goal variety previous to the Corporate’s deliberate Section II drill program. The result of the survey have been sure, delineating 4 key goal boxes for striking follow-up in 2019.

The magnetic survey delineated a 2km. vast hall trending northeast from the southern margin of the survey section north to the Santa Candelaria workings as proven in determine above. A initial evaluation of the information signifies there are 4 goal boxes that require striking follow-up. From north to south, the goals are Santa Candelaria West, the West Flank, SW Magnetic Top and SSE / DDHno 1.

The Santa Candelaria goal lies due west of the Santa Candelaria mine workings the place Cu mineralization is characterised via chalcopyrite disseminations and veins inside of a magnetite / hematite calcsilicate skarn. Publicity is fairly considerable west of the workings and shall be investigated previous to the graduation of a gravity survey.

The West Flank of the magnetic hall is a concern goal because of the manner of mineralization encountered in drill hollow #5 the place coarse-grained chalcopyrite was once famous at intensity. Increased magnetics northwest of Drill hollow #5 along with a massive height alongside the western fringe of the hall are precedence goals.

Within the western portion of the mission, the SW Magnetic Goal is definitely identifiable and situated due east of a copper appearing and alongside a NW trending lineament. The objective is roofed via alluvial subject matter and would require alternative farmland geophysics and processing to get to the bottom of its attainable.

To the southeast of drill hollow #1, a magnetic majestic has been known alongside the japanese fringe of the magnetic hall. This goal is alongside the japanese fringe of a copper bearing hydrothermal breccia that was once drilled in 2017. Its location alongside an overly well-dressed magnetic boundary at an interpreted intersection of the similar NW trending lineament crosscutting the SW Magnetic Goal makes it a concern.

Tierra de Oro (TDO), Chile

Tierra de Oro is a complicated degree exploration mission situated in Pocket III at the japanese flank of Chile’s Coastal Iron Oxide Copper Gold belt. The estate lies about 50 kilometres south of the massive Candelaria copper-gold-silver-iron mine. It is composed of five,667 hectares overlaying the historical Chanchero gold camp and diverse boxes of historical oxide copper workings.

The Corporate to start with was concerned within the estate in 1996 as a three way partnership with Princeton Mining to probe for acid-soluble copper deposits. All the way through the process this exploration the Chanchero gold camp was once re-discovered and added to the estate. In 1998 the Corporate purchased out Princeton’s pastime. The estate was once dormant between 1999 and 2002 however reactivated in overdue 2003. To month the Corporate has carried out property-wide geological, geochemical, geophysical surveys and restricted trenching and drilling. The surveys delineated 5 primary gold bearing construction zones between 200 and 1000 metres in range. Inside those zones quite a few gold exploration goals have been known.

In November 2007, the Corporate commenced a 7,000 metre drill program to check the known gold goals. Drill effects did not corroborate the sure gold values bought via earlier floor sampling. Then again, boxes of vital silver-copper mineralization known in shears and mantos inside of volcanic strata within the japanese sector of the estate correct alternative paintings. Highlights incorporated drill hollow RC56, which intersected 40 metres of 16 g/t silver together with 13 metres of 40 g/t silver and RC58 which intersected 40 metres of 8.2 g/t silver.

On February 21, 2008, following of entirety of an prompted polarization (‘IP”) survey, the Company announced the discovery of an IP anomaly in the Chanchero zone. The large near-surface anomaly is elongated northeast-southwest, the core of which measures 900 by 300 metres and is open to extension at depth. The intensity and homogeneity of this chargeability response, coincident with a strong magnetic low anomaly and coupled with the presence of an altered porphyry intrusion may indicate the presence of a large sulphide-rich system at moderate depth.

In February 2011 the Company completed an Airborne ZTEM survey over the Tierra de Oro property in areas where potential iron oxide copper gold (“IOCG”) targets and mineralized zones had been previously identified by geological, geochemical and ground geophysical programs. Two magnetic anomalies of significant size were identified: one north of the Chanchero zone and another located in the area known as Las Lomitas zone and associated with copper-silver manto prospects.

In the spring and summer of 2013 a complete review and analysis of TDO was completed by Dr. Chris Hodgson. As a result, the Company has identified two potential bulk copper-gold targets that the Company believes warrant a targeted exploratory drill program.

During the year ended December 31, 2019, the Company engaged the services of Windfall Geotek (formerly Albert Mining); a leading Artificial Intelligence firm in the mining sector. Windfal used its proprietary CARDS (Computer Aided Resource Detection System) to analyze the many years of geological, geophysical and geochemical data accumulated by CMX. The data identified five areas of interest. One is the primary drilling target previously identified as Chanchero. The other four are gold copper targets.

On November 18, 2020, the Company announced that it has started on Phase 1 of drilling at its Tierra de Oro (Land of Gold) project in 3rd Region of Atacama about 75 km south of Copiapó, Chile.

The phase 1 drilling program at Tierra de Oro was focused on the Chanchero zone and further confirmed the existence of a strong hydrothermal system in the local area. Drilling demonstrated discontinuous fault bound zones of characteristic phyllic-propylitic-argillic alteration, and widespread pyrite mineralization in stockworks and veins in most of the drillholes. A total of five diamond drill holes were completed for a total of 1,500 m of recovered core, resulting in approximately 850 collected samples. Laboratory results have been received for all of the 5 holes completed. The preliminary highlight of the program was intersected in Hole 3 where a two-metre sample at 120 m depth encountered anomalous grades of 716 g/t Silver and 0.453% Copper, adjacent to a highly fractured fault zone with no core recovery.

The project area is structurally controlled by the Elisa de Bordos fault, separating 2 domains; an intrusive one associated with Gold, where the Chancheros project is located, and another volcanoclastic domain associated with Copper – Silver, where the Las Lomitas and Jaqueline projects are located.

The AI study delivered targets for surface exploration at Las Lomitas where the results obtained from ground truth sampling from nine (9) rock chip samples graded between 0.77% to 3.23% Copper and 22 to 169 g/t Silver. The next steps to follow is to perform geophysics on these areas to identify new targets of drilling.

Other Chile Properties

The Company owns additional mining concessions in Chile related to the Hornitos, Palo Negro and Tabaco properties.

Qualified Person

Kenneth Williamson, Géo (OGQ #1490), Vice-President of Exploration at Power Nickel is the qualified persons under NI 43-101, who has reviewed and approved the technical disclosure in this news release.

The Take Away

“What shareholders must remove from this data and our manner is that we consider there might be important price to unencumber from those initiatives. They’re exploration performs and include all of the inherent chance and rewards of exploration performs. That being mentioned, we consider each programs of homes have attention-grabbing pathways ahead. Whether or not via worth of untouched era or contemporary exploration luck of close by initiatives we consider each estate programs have a thrilling hour. We consider the investor bottom for those performs are slightly other from the investor bottom excited about our Poly Metal discovery at Nisk so it is smart to spin it out now and make allowance them to develop on their very own going forward”, commented Power Nickel CEO Terry Lynch.

Spin-Out

The Spin-Out will be completed as part of a strategic reorganization to unlock value in Power Nickel’s Golden Ivan property. The Spin-Out will proceed by way of a statutory plan of arrangement (the “Association“) pursuant to the Business Corporations Act (British Columbia). Common shares of Spinco (the “Spinco Stocks“) will be distributed to shareholders of Power Nickel in proportion to their shareholdings of Power Nickel, based on the ratio described herein.

Before the Arrangement, Power Nickel will complete an internal reorganization, pursuant to which the following will occur: (i) Power Nickel will transfer its shares of Consolidated Gold and Copper Inc. (a directly wholly owned subsidiary of Power Nickel) to Spinco in exchange for Spinco Shares; and (ii) Power Nickel will subscribe for $1 million worth of further Spinco Shares for cash. On closing of the Arrangement Spinco will (by operation of law) operate as a reporting issuer in British Columbia and Alberta, but there is no current plan to list the Spinco Shares on a public stock exchange.

Completion of the proposed Arrangement will be subject to approval of the Power Nickel shareholders (by a two-thirds majority), and the approvals of the Supreme Court of British Columbia and the TSX Venture Exchange (the “TSXV“).

The Arrangement Agreement

Power Nickel has executed an arrangement agreement whereby the business of Power Nickel will be reorganized into two companies. In connection with the Arrangement, Power Nickel will apply for an interim order from the Supreme Court of British Columbia authorizing the Company to call a shareholder meeting to approve the Arrangement.

The Arrangement involves, among other things, the distribution of Spinco Shares to the Power Nickel shareholders such that each shareholder will receive, for every common share of Power Nickel (each, a “Energy Nickel Percentage“) held at closing on the day before the effective date of the Arrangement, one New Power Nickel Share (as defined below) and 0.05 of a Spinco Share. A newly created class of common shares of Power Nickel (each, a “Brandnew Energy Nickel Percentage“) will be issued in accordance with the Arrangement. The New Power Nickel Shares will have terms and special rights and restrictions identical to those of the Power Nickel Shares immediately prior to the effective time of the Arrangement. In addition, option holders of Power Nickel will be issued, for each one stock option to acquire a Power Nickel Share held, one replacement stock option to acquire one New Power Nickel Share and one Spinco stock option to acquire 0.05 of a Spinco Share.

Upon completion of the internal reorganization described herein and the Arrangement, which is expected to occur by the end of 2024, Spinco will: (i) own all of the issued and outstanding shares in Consolidated Gold and Copper Inc., a wholly owned subsidiary of the Company (through which Power Nickel holds its interests in the Golden Ivan property and the Chilean exploration assets and liabilities); (ii) hold approximately $1,000,000 in cash; and (iii) be 50% owned by the Spinco shareholders, with Power Nickel holding the remaining 50% of the issued and outstanding Spinco Shares.

The Arrangement will be described in more detail in the information circular (“Round“) that is expected to be mailed to shareholders in late October, for the Company’s annual general and special meeting of shareholders scheduled for November 22, 2024, at which the shareholders of the Company will vote on the Arrangement, as well as usual AGM items. The Circular will contain detailed information about Spinco.

After careful consideration, the board of directors of Power Nickel have unanimously determined that the Arrangement is fair to shareholders and is in the best interests of the Company. A description of the various factors considered by the board of directors in arriving at this determination will be provided in the Circular.

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.

About Power Nickel Inc.

Power Nickel is a Canadian junior exploration company focusing on developing the high-grade Nisk project into Canada’s first Carbon Neutral Nickel mine.

The Nisk project comprises of a significant land position (20 kilometers of strike length) with numerous high-grade intercepts. Power Nickel is focused on expanding the historical high-grade nickel-copper PGE mineralization with a series of drill programs designed to test the initial Nisk discovery zone and to explore the land package for adjacent potential Nickel deposits.

In addition to the Nisk project, Power Nickel owns significant land packages in British Colombia and Chile. The Company is in the process of reorganizing these assets pursuant to the Arrangement that will be presented in the Circular to Power Nickel shareholders of record for their approval.

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,” “initiatives,” “attainable,” “signifies,” “alternative,” “imaginable” and similar expressions, or that events or conditions “will,” “would,” “would possibly,” “may just” or “must” 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. Such material risks and uncertainties include, but are not limited to, among others; the timing and completion of the Arrangement; the timing of mailing of the Circular and the meeting of shareholders in respect of the Arrangement; whether shareholder, 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 timing for various drilling plans; 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.

SOURCE Power Nickel Inc.

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