Fathom Nickel Inc. (CSE: FNI) (FSE: 6Q5) (OTCQB: FNICF) is pleased to announce that it has closed the second and final tranche of its upsized non-brokered offering of flow-through units and non flow-though units, previously announced on May 8, 2023. Pursuant to the Upsized Offering the Company issued 7,894,737 charity flow-through common units at a price per Charity FT Unit of $0.19 for gross proceeds of $1,500,000. Together with the previously closed First Tranche (see release dated May 31, 2023), the total gross proceeds of the Upsized Offering is $2,956,400.

Each Charity FT Unit consists of one Charity flow-through Common Share and one transferable Common Share purchase warrant, with each Charity FT Unit Warrant exercisable into a Charity FT Share for 24 months from issuance at an exercise price of C$0.20.

The combined 7,894,737 Charity FT Shares issued were issued in accordance with the accredited investor exemption under National Instrument 45-106 Prospectus Exemptions and are subject to a resale restriction of four months and one day from the date of distribution.

The gross proceeds of the Charity FT portion of the Upsized Offering will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) related to the Company’s Albert Lake Project and the Gochager Lake Project which are located in Saskatchewan, Canada on or before December 31, 2024. All Qualifying Expenditures will be renounced in favour of the subscribers effective December 31, 2023.

As consideration for services in connection with the Second Tranche of the Upsized Offering, the Company has paid to certain qualified a cash commission of $1,620.

Crescat Capital LLC participated in the Second Tranche with a strategic investment representing 21% of the total shares issued in the Upsized Offering. This brings Crescat’s ownership/control position in Fathom to approximately 17.4% of the common shares currently outstanding, on a partially diluted basis.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Fathom Nickel Inc.

Fathom is an exploration company that is targeting magmatic nickel sulphide discoveries to support the rapidly growing global electric vehicle market.

The Company has a portfolio of two high-quality exploration projects located in the prolific Trans Hudson Corridor in Saskatchewan: 1) the Albert Lake Project, a 90,000+ hectare project that was host to the historic and past producing Rottenstone deposit (produced high-grade Ni-Cu+PGE, 1965-1969), and 2) the Gochager Lake Project, a 19,560-hectare project that is host to a historic, open-pitable resource consisting of 4.3M tons at 0.295% Ni and 0.081% Cu¹.

1 – The Saskatchewan Mineral Deposit Index (SMID#0880) reports drill indicated reserves of 4,262,400 tons grading 0.295% Ni and 0.081% Cu mineable by open pit. Fathom cannot confirm the resource estimate nor the parameters and methods used to prepare the reserve estimate. The estimate is not considered NI43-101 compliant and further work is required to verify this historical drill indicated reserve.