First Atlantic Nickel Corp. (TSX-V: FAN) (OTCQB: FANCF) is pleased to announce that it has closed the first tranche of its previously announced non-brokered, no warrant private placement of up to 21,666,667 common shares in the capital of the Company, as described in the Company’s press release dated February 12, 2026.
The first tranche closing of the LIFE Offering consisted of the issuance of an aggregate of 17,036,609 Common Shares at a price of $0.18 per Common Share for gross proceeds of $3,066,589.62. No commissions or finder’s fees were paid in connection with the LIFE Offering.
The Company’s Chief Executive Officer, Adrian Smith, participated in the private placement by subscribing for 1,000,000 Common Shares for a total investment of $180,000.
In connection with the first tranche closing, the Company relied on the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions for the issuance of 17,036,609 Common Shares, which are freely tradeable securities under applicable Canadian securities laws.
The Company intends to use the gross proceeds from the Offering to advance the Company’s projects (including Pipestone XL and Ophiolite-X), satisfy related option payment obligations, maintain and manage mineral claims and properties, and for investor relations, general and administrative expenses, and unallocated working capital for the next twelve months, as more fully described in the amended and restated offering document dated February 12, 2026 (the “Offering Document”).
Adrian Smith, the Company’s Chief Executive Officer, participated in the LIFE Offering and subscribed for 1,000,000 Common Shares. The Insider’s participation constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that the Common Shares trade on the TSX Venture Exchange and neither the fair market value of the Common Shares issued to the Insider nor the consideration paid by the Insider exceeds 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the LIFE Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the transaction as soon as practicable for sound business reasons.
The Company intends to close a second tranche to the LIFE Offering and will provide an update in due course.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities referred to in this news release have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Disclosure
Adrian Smith, P.Geo., a director and the Chief Executive Officer of the Company is a qualified person as defined by NI 43-101. The qualified person is a member in good standing of the Professional Engineers and Geoscientists Newfoundland and Labrador (PEGNL) and is a registered professional geoscientist (P.Geo.). Mr. Smith has reviewed and approved the technical information disclosed herein.
About First Atlantic Nickel Corp.
First Atlantic Nickel Corp. is a mineral exploration company focused on the discovery and development of awaruite, a rare, naturally occurring nickel-iron-cobalt alloy, at its 100%-owned Pipestone XL Project in Newfoundland. The project spans the 30-kilometer Pipestone Ophiolite Complex, where multiple zones contain awaruite (nickel-cobalt) mineralization along with secondary chromium. Awaruite’s magnetic properties enable processing through magnetic separation, potentially eliminating the need for conventional smelting or high-pressure acid leaching while reducing dependence on foreign-controlled processing infrastructure.
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