Power Nickel Inc.  (TSX-V: PNPN) (OTCBB: PNPNF) (Frankfurt: IVV) is pleased to announce that, further to the Company’s press releases dated December 5, 2024 and January 16, 2025, the previously announced plan of arrangement, whereby Power Nickel will spinout the Golden Ivan Property and certain Chilean assets and liabilities to Chilean Metals Inc. is expected to become effective at 12:01 a.m. PST on February 3, 2025.

Assuming the Arrangement becomes effective on February 3, 2025, the Power Nickel shareholders of record as of the close of trading on January 31, 2025 will receive, for each Power Nickel common share held immediately prior to the Effective Time: (i) one new common share of Power Nickel; and (ii) 0.05 of one Spinco common share. Outstanding options to purchase common shares in the Company will also be adjusted pursuant to the Arrangement, such that the holders of options will receive new options to purchase New Power Nickel Shares and Spinco Shares, as described in more detail in the Company’s information circular dated October 21, 2024. As set out in the Information Circular, Power Nickel has chosen to deal with its outstanding warrants for Power Nickel Shares outside of the Arrangement and under contractual adjustment provisions in the warrant certificates.

The Company’s transfer agent Endeavor Trust Corporation will act as depositary in connection with the Arrangement, and will mail a letter of transmittal to each of the Shareholders holding common shares of the Company in certificated format, which provides instructions for such Shareholders to exchange their common shares for New Power Nickel Shares and Spinco Shares. For more information regarding the process to exchange common shares of the Company for New Power Nickel Shares and Spinco Shares, please refer to the Company’s press release dated January 16, 2025.

Once the Arrangement becomes effective, the New Power Nickel Shares will continue trading on the TSX Venture Exchange 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.

As announced previously, the Spin-Out will provide Shareholders with an ownership stake in two separate specialized companies. Power Nickel will continue to focus on the advancement of the Nisk project, while Spinco will focus on advancing the Golden Ivan property and the Chilean assets. The Golden Ivan property is located in Terrace, British Columbia and comprises of 13 mineral claims, covering a total area of 797 hectares. Spinco will also acquire the Company’s interests in the Zulema, Tierra de Oro, Palo Negro, Hornitos and Tabaco projects located in Chile. Power Nickel will retain its royalty interest in the Chilean Copaquire project.

Additional information regarding the terms of the Arrangement, including a summary of the terms and conditions of the arrangement agreement, is set out in the Information Circular, which is filed under Power Nickel’s SEDAR+ profile at www.sedarplus.ca.

The Arrangement remains subject to the satisfaction or waiver of the remaining customary closing conditions, including final approval of the TSXV.

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.

In addition to the Nisk project, Power Nickel currently owns significant land packages in British Colombia and Chile, which are the subject of the Spin-Out and will be owned by Chilean Metals Inc. if the Arrangement becomes effective.