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Nickel Creek Platinum Corp. (TSXV: NCP) ("Nickel Creek" or the "Company") is pleased to announce a non-brokered private placement of securities of the Company of up to $2.0 million (the "Private Placement"), consisting of the sale and issuance of up to:
- 465,000 common shares of the Company (each, a "Common Share") at a price of $2.15 per Common Share; and
- 434,782 Common Shares that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") (each, a "FT Share") at a price of $2.30 per FT Share.
The Company's largest shareholder, Electrum Strategic Opportunities Fund L.P. ("Electrum"), has indicated its intention to invest up to approximately $0.8 million in the Private Placement.
The net proceeds from the sale of the Common Shares will be used to fund the Company's proposed 2026 drill program, ongoing permitting activities and holding costs at the Company's Nickel Shäw Project located in the Yukon (the "Project"), and for general corporate expenses and working capital purposes. Gross proceeds from the sale of the FT Shares will be used to fund the Company's proposed 2026 drill program at the Project, as Canadian Exploration Expenses as defined in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act and "flow through mining expenditures" as defined in subsection 127(9) of the Tax Act, which will be renounced with an effective date of no later than December 31, 2025 to initial purchasers of the FT Shares.
Closing of the Private Placement is expected to occur in November 2025 and remains subject to the approval of the TSX Venture Exchange (the "TSXV") and other customary closing conditions for a transaction of this nature. The Common Shares and the FT Shares will be offered to accredited investors in Canada pursuant to applicable prospectus exemptions in accordance with NI 45-106, and in such other jurisdictions in which the Private Placement may be lawfully made, and will have a statutory hold period of four months and one day from closing.
In connection with the Private Placement, subject to acceptance by the TSXV, the Company will pay a finder's fee equal to 6% of the gross amount invested in the Private Placement by investors introduced to the Company by a finder, payable in Common Shares.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the Private Placement will constitute a "related party transaction" as Electrum is a related party of the Company, given it holds greater than 10% of the outstanding Common Shares. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that participation in the Private Placement by Electrum will not exceed 25% of the fair market value of the Company's market capitalization, as calculated in accordance with MI 61-101.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States unless registered under the 1933 Act and any applicable securities laws of any state of the United States or an applicable exemption from the registration requirements is available.
About Nickel Creek Platinum Corp.
Nickel Creek Platinum Corp. (TSXV: NCP; OTCQB: NCPCF) is a Canadian mining exploration and development company and its asset is its 100%-owned Nickel Shäw Project. The Nickel Shäw Project is a large undeveloped nickel sulphide project in one of the most favourable jurisdictions in the world, with a unique mix of metals including copper, cobalt and platinum group metals. The Nickel Shäw Project has exceptional access to infrastructure, located three hours west of Whitehorse via the paved Alaska Highway, which offers year-round access to deep-sea shipping ports in southern Alaska.
The Company is led by a management team with a proven track record of successful discovery, development, financing and operation of large-scale projects. Our vision is to create value for our shareholders by becoming a leading North American nickel, copper, cobalt and PGM producer.
Neither the TSXV nor its Regulation Service Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Cautionary Note Regarding Forward-Looking Information
This news release includes certain information that may be deemed "forward-looking information". Forward-looking information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "believe", "continue", "plans" or similar terminology, or negative connotations thereof. All information in this release, other than information of historical facts, including, without limitation, statements relating to the Private Placement, the timing of closing of the Private Placement, insider participation in the Private Placement, payment of the finder's fee, and general future plans and objectives for the Company and the Project, are forward-looking information that involve various risks and uncertainties. Although the Company believes that the expectations expressed in such forward-looking information are based on reasonable assumptions, such expectations are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking information.
For more information on the Company and the key assumptions, risks and challenges with respect to the forward-looking information discussed herein, and about our business in general, investors should review the Company's most recently filed annual information form, and other continuous disclosure filings which are available at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
SOURCE Nickel Creek Platinum Corp.
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