First Atlantic Nickel Corp. (TSX-V: FAN) (OTCQB: FANCF) (FSE: P21) is pleased to announce that it has closed a non-brokered private placement financing of 2,190,200 common shares of the Company issued on a charity flow-through basis  at a price of C$0.49 per Charity FT Share for gross proceeds of C$1,073,198 .

First Atlantic realized gross proceeds of C$0.49 per Charity FT Share through a structured charity flow-through financing, representing a premium to the C$0.32 effective purchase price paid by a back-end strategic investor. This premium structure is made possible by the charity flow-through share mechanism under the Canadian Income Tax Act, which allows eligible investors to renounce certain tax benefits in favour of a registered charity, enabling the Company to raise capital at a premium to the market price.

In connection with this Offering, a strategic investor exercised its top-up rights under an Investor Rights Agreement, which entitles it to maintain an ownership interest of up to 9.99%. No warrants were issued in connection with the Offering, and no commissions or finder’s fees were paid. The Company plans to use the proceeds of the Offering for its Phase 2 drilling and exploration program at its Atlantic Nickel Project in Central Newfoundland.

Each Charity FT Share has been issued as a “flow-through share” under the Income Tax Act (Canada). An amount equal to the gross proceeds from the issuance of the Charity FT Shares will be used to incur, on the Company’s Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as (i) “Canadian exploration expenses” (as defined in the Tax Act), and (ii) “flow-through critical mineral mining expenditures” (as defined in subsection 127(9) of the Tax Act). The Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Charity FT Shares will be incurred on or before December 31, 2026 and will be renounced by the Company to the purchasers of the initial purchasers of the Charity FT Shares with an effective date no later than December 31, 2025. In the event that the Company is unable to renounce the issue price for the Charity FT Shares on or prior to December 31, 2026 for each Charity FT Share purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will as sole recourse for such failure to renounce, indemnify each Charity FT Share subscriber for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.

The Offering is subject to the final acceptance of the TSX Venture Exchange. All securities issued pursuant to the Offering are subject to a statutory hold period of four months and one day, which will expire on August 11, 2025, in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.

The Company is also pleased to announce that it has renewed its investor relations agreement with Xander Capital Partners Inc. for an additional 12-month term commencing April 1, 2025. Xander will continue to provide investor relations and market consulting services, including brand awareness initiatives and introductions to strategic partners, advisors, and members of the investment community.

The renewal is on substantially the same terms as the original agreement dated April 1, 2024, including a monthly fee of USD $10,000. The renewal remains subject to the approval of the TSX Venture Exchange.

Awaruite (Nickel-iron alloy Ni₂Fe, Ni₃Fe)

Awaruite, a naturally occurring sulfur-free nickel-iron alloy composed of Ni₃Fe or Ni₂Fe with approximately ~75% nickel content, offers a proven and environmentally safe solution to enhance the resilience and security of North America’s domestic critical minerals supply chain. Unlike conventional nickel sources, awaruite can be processed into high-grade concentrates exceeding 60% nickel content through magnetic processing and simple floatation without the need for smelting, roasting, or high-pressure acid leaching¹. Beginning in 2025, the US Inflation Reduction Act’s (IRA) $7,500 electric vehicle (EV) tax credit mandates that eligible clean vehicles must not contain any critical minerals processed by foreign entities of concern (FEOC)². These entities include Russia and China, which currently dominate the global nickel smelting industry. Awaruite’s smelter-free processing approach could potentially help North American electric vehicle manufacturers meet the IRA’s stringent critical mineral requirements and reduce dependence on FEOCs for nickel processing.

The U.S. Geological Survey (USGS) highlighted awaruite’s potential, stating, “The development of awaruite deposits in other parts of Canada may help alleviate any prolonged shortage of nickel concentrate. Awaruite, a natural iron-nickel alloy, is much easier to concentrate than pentlandite, the principal sulfide of nickel”³. Awaruite’s unique properties enable cleaner and safer processing compared to conventional sulfide and laterite nickel sources, which often involve smelting, roasting, or high-pressure acid leaching that can release toxic sulfur dioxide, generate hazardous waste, and lead to acid mine drainage. Awaruite’s simpler processing, facilitated by its amenability to magnetic processing and lack of sulfur, eliminates these harmful methods, reducing greenhouse gas emissions and risks associated with toxic chemical release, addressing concerns about the large carbon footprint and toxic emissions linked to nickel refining.

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¹ https://fpxnickel.com/projects-overview/what-is-awaruite/
² https://home.treasury.gov/news/press-releases/jy1939
³ https://d9-wret.s3.us-west-2.amazonaws.com/assets/palladium/production/mineral-pubs/nickel/mcs-2012-nicke.pdf

Figure 1: Quote from USGS on Awaruite Deposits in Canada

The development of awaruite resources is crucial, given China’s control in the global nickel market. Chinese companies refine and smelt 68% to 80% of the world’s nickel⁴ and control an estimated 84% of Indonesia’s nickel output, the largest worldwide supply⁵. Awaruite is a cleaner source of nickel that reduces dependence on foreign processing controlled by China, leading to a more secure and reliable supply for North America’s stainless steel and electric vehicle industries.

Disclosure

Adrian Smith, P.Geo., 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 Canadian mineral exploration company developing the 100%-owned Atlantic Nickel Project, a large-scale nickel project strategically located near existing infrastructure in Newfoundland, Canada. The Project’s nickel occurs as awaruite, a natural nickel-iron alloy containing approximately 75% nickel with no-sulfur and no-sulfides. Awaruite’s properties allow for smelter-free magnetic separation and concentration, which could strengthen North America’s critical minerals supply chain by reducing foreign dependence on nickel smelting. This aligns with new US Electric Vehicle US IRA requirements, which stipulate that beginning in 2025, an eligible clean vehicle may not contain any critical minerals processed by a FEOC (Foreign Entities Of Concern)⁶.

First Atlantic aims to be a key input of a secure and reliable North American critical minerals supply chain for the stainless steel and electric vehicle industries in the USA and Canada. The company is positioned to meet the growing demand for responsibly sourced nickel that complies with the critical mineral requirements for eligible clean vehicles under the US IRA. With its commitment to responsible practices and experienced team, First Atlantic is poised to contribute significantly to the nickel industry’s future, supporting the transition to a cleaner energy landscape. This mission gained importance when the US added nickel to its critical minerals list in 2022, recognizing it as a non-fuel mineral essential to economic and national security with a supply chain vulnerable to disruption.