Power Nickel Announces C$3 Million Non-Brokered Private Placement

Power Nickel Inc. (the "Company" or "Power Nickel") (TSX-V:PNPN)(OTC PINK:CMETF)(FRA:IVVI) is pleased to announce a proposed non-brokered private placement (the "Private Placement") of up to 10,000,000 flow-through units (each, an "FT Unit") of the Company at a price of $0.20 per FT Unit and up to 10,000,000 non-flow-through units (each, an "NFT Unit") of the Company at a price $0.10 per NFT Unit, for aggregate gross proceeds of up to CAD $3,000,000

Each FT Unit will be composed of one common share of the Company that qualifies as a "flow-through share" (each, a "FT Share"), for purposes of the Income Tax Act (Canada) (the "ITA"), and one non-flow-through common share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable into one non-flow-through common share (each, a "Common Share") at exercise price of $0.20 per Warrant for a period of five years from the date of issuance. Each NFT Unit will be composed of one Common Share and one Warrant. All securities issued under the Private Placement will be subject to a four-month and one-day statutory hold period.

The Warrants will be subject to an acceleration clause which entitles the Company to provide notice (the "Acceleration Notice") to holders that the Warrants will expire 30 days from the date the Company provides the Acceleration Notice. The Company can only provide the Acceleration Notice if the closing price of the Company's Common Shares on the TSX Venture Exchange is equal to or greater than $0.40 for 10 consecutive trading days. The Acceleration Notice can be provided at any time after the statutory hold period and before the expiry date of the Warrants.

The Company intends to use the gross proceeds from sale of the FT Shares to incur eligible "Canadian exploration expenses", within the meaning of the ITA, that will qualify for the federal 30% Critical Mineral Exploration Tax Credit pursuant to the draft legislation released on August 9, 2022. The Company intends to use approximately $800,000 of the proceeds from the sale of the NFT Units to settle an outstanding debture. The Company intends to use the remainder of the proceeds from the sale of the NFT Units for general administrative and working capital purposes.

The Private Placement is subject to TSX Venture Exchange approval.

For further information on Power Nickel Inc., please contact:

Mr. Terry Lynch, CEO
(647) 448-8044
terry@powernickel.com

For further information, readers are encouraged to contact:

Power Nickel Inc.
The Canadian Venture Building
82 Richmond St East, Suite 202
Toronto, ON

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain statements that may be deemed "forward-looking statements" with respect to the Company within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential", "indicates", "opportunity", "possible" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, the Company's ability to raise sufficient capital to fund its planned activities at the NISK Property and for general working capital purposes; the timing for proposed closing of the Private Placement; the timing and costs of future activities on the Company's properties, including preparing the Amended Technical Report; maintaining its mineral tenures and concessions in good standing; changes in economic conditions or financial markets; the inherent hazards associates with mineral exploration and mining operations; future prices of metals; changes in general economic conditions; accuracy of mineral resource and reserve estimates; the potential for new discoveries; the ability of the Company to obtain the necessary permits and consents required to explore, drill and develop the projects and if obtained, to obtain such permits and consents in a timely fashion relative to the Company's plans and business objectives for the projects; the general ability of the Company to monetize its mineral resources; and changes in environmental and other laws or regulations that could have an impact on the Company's operations, compliance with environmental laws and regulations, dependence on key management personnel and general competition in the mining industry. Forward-looking statements are based on the reasonable beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by law, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

SOURCE: Power Nickel Inc.