Calgary, Alberta – April 28, 2023 – Fathom Nickel Inc. (CSE: FNI) (FSE: 6Q5) (OTCQB: FNICF) (the “Company” or “Fathom“) is pleased to announce that the Company intends to complete a best efforts non-brokered private placement financing for aggregate gross proceeds of up to C$2,000,000 (the “Offering”). The Offering will consist of any combination of: (i) charity flow-through units (the “Charity FT Units”) at C$0.19 per Charity FT Unit; (ii) flow-through units (the “FT Units”) at C$0.155 per FT Unit; and (iii) hard dollar units (the “HD Units”) at C$0.135 per HD Unit of the Company. Crescat Capital LLC (“Crescat”) has agreed to make a strategic investment for up to 25% of the Offering.
“High-grade nickel sulphide discoveries have been exceedingly scarce in North American lately,” commented Dr. Quinton Hennigh, Geologic and Technical Director of Crescat, a strategic investor in Fathom Nickel. “Fathom’s recent high-grade drill intercepts at Gochager Lake might prove to break this drought. The 18.1m intercept of 2.43% Ni, 0.51% Cu and 0.18% Co within 58.2m of 1.49% Ni, 0.38% cu and 0.11% Co in hole GL23003 resembles grades and widths of drill intercepts encountered at the Nova-Bollinger discovery in Western Australia a few years ago. An off-hole EM anomaly seen outboard from this remarkable intercept appears to be exceptionally strong suggesting the potential presence of a major sulphide body nearby. We are very anxious to see Fathom undertake follow up drilling of this anomaly as soon as possible.”
Crescat is expected to own or control approximately 19% of the common shares of Fathom (the “Common Shares”) on a partially diluted basis upon completion of the Offering, assuming the Offering is completed in full.
Each Charity FT Unit shall consist of one charity flow-through Common Share (a “Charity FT Share“) and one transferable Common Share purchase warrant (a “Warrant“) that shall be exercisable into one Common Share (“Charity Warrant Share”) for a period of 24 months from issuance at an exercise price of C$0.20.
Each FT Unit shall consist of one flow-through Common Share (a “FT Share“) and one-half of a transferable Common Share purchase warrant (the “Unit Warrant”), with one whole Unit Warrant exercisable into a Warrant Share for 24 months from issuance at an exercise price of C$0.23.
Each HD Unit shall consist of one Common Share and one Warrant.
The Offering will be offered by way of a non-brokered “best efforts” private placement financing offering to “accredited investors” or pursuant to the other available prospectus exemptions under National Instrument 45-106 Prospectus Exemptions in all provinces of Canada, except the Province of Quebec, and any other jurisdictions, subject to the receipt of necessary regulatory approvals.
The aggregate gross proceeds raised from the Charity FT Units and FT Units will be used before December 31, 2024 for general exploration expenditures which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”)), that will qualify as “flow through critical mineral mining expenditures” within the meaning of the Tax Act (the “Qualifying Expenditures“). The net proceeds of the Offering from the HD Units will be used for exploration and development of the Company’s mineral projects and for working capital and general corporate purposes.
“The proceeds from this financing will put Fathom in a great position to commence a field exploration program at the Gochager Lake Project in June, with a focus of following-up on the very impressive results from our recent drill program”, stated Doug Porter, President & CFO. “We are particularly pleased that Crescat has agreed to participate in the Offering in such a significant manner. Crescat has been a fantastic supporter of Fathom since their initial investment in our IPO financing. Additionally, the experience and technical insights of Dr. Hennigh have proven invaluable to Ian and our geological team. We look forward to continuing to strengthen our relationship with Crescat as we advance exploration at our Gochager Lake and Albert Lake projects.”
It is expected that the Company will pay finders a cash commission, on a yet to be determined percentage, based on the gross proceeds of the Offering. In addition, it is expected that the Company will issue warrants to finders (the “Finder Warrants“), subject to the number of HD Units, Charity FT Units, and FT Units sold pursuant to the Offering.
The sale of HD Units and FT Units is expected to close on or about May 15, 2023, or such other date as the Company may determine. The sale of Charity FT Units is expected to close on or about June 7, 2023, or such other date as the Company may determine.
The Offering is subject to customary closing conditions, including the approval of the securities regulatory authorities and the Canadian Securities Exchange (the “CSE”).
This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.
About Crescat Capital LLC
Crescat is a global macro asset management firm headquartered in Denver, Colorado. Crescat’s mission is to grow and protect wealth over the long term by deploying tactical investment themes based on proprietary, value-driven equity and macro models. Crescat’s goal is industry-leading absolute and risk-adjusted returns over complete business cycles with low correlation to common benchmarks. The company’s investment process involves a mix of asset classes and strategies to assist with each client’s unique needs and objectives and includes Global Macro, Long/Short, Large Cap and Precious Metals Funds.
Dr. Quinton Hennigh is Crescat’s Geologic and Technical Director. Dr. Hennigh is a globally renowned exploration geologist with 30+ years of precious metals mining experience. Dr. Hennigh began his career in gold exploration after obtaining his PhD in Geology/Geochemistry from the Colorado School of Mines. Early in his career he worked for major gold mining companies including Homestake Mining (now Barrick Gold Corp.), Newcrest Mining, and Newmont Corp. Later, Dr. Hennigh founded Novo Resources Corp (TSX: NVO), acting as its CEO and currently serving as Chairman. He has played a key role in major global discoveries such as Novo’s Pilbara assets in Western Australia, First Mining Gold’s Springpole gold deposit in Ontario, Kirkland Lake Gold’s Fostervillegold mine in Australia, the Rattlesnake Hills gold deposit in Wyoming, and Lion One’s Tuvatu gold project in Fiji, among many others.
About Fathom Nickel Inc.
Fathom is an exploration company that is targeting magmatic nickel sulphide discoveries to support the rapidly growing global electric vehicle market.
The Company now has a portfolio of two high-quality exploration projects located in the prolific Trans Hudson Corridor in Saskatchewan: 1) the Albert Lake Project, a 90,000+ hectare project that was host to the historic and past producing Rottenstone deposit (produced high-grade Ni-Cu+PGE, 1965-1969), and 2) the Gochager Lake Project, 19,000+ hectare project host to a historic, NI43-101 non-compliant open pit resource; the Gochager Lake deposit, (of 4.3M tons at 0.295% Ni and 0.081% Cu, defined 1967-1970), an analogous drill tested nickel occurrence of drill intersections >1% Ni (Mal Lake last drilled in 1967), and the Borys Lake Zn-Cu-Pb+Ag occurrence.
For further information, please contact:
Ian Fraser, Chief Executive Officer & Vice-President Exploration
Doug Porter, President & CFO
No securities regulatory authority has reviewed the adequacy or accuracy of this release.
This news release contains “forward-looking statements” that are based on expectations, estimates, projections and interpretations as at the date of this news release. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “seek”, “intend”, “believe”, “anticipate”, “estimate”, “suggest”, “indicate” and other similar words or statements that certain events or conditions “may” or “will” occur, and include, without limitation, statements regarding completion of the Offering, price of the FT Units, Charity FT Units and HD Units, dates for closing of the Offering, amount of proceeds under the Offering, approval of the Offering by regulatory authorities, payment of commissions and finder warrants to finders and the Company incurring Qualifying Expenditures. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Company’s prospects, properties and business detailed elsewhere in the Company’s disclosure record. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward- looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances except in accordance with applicable securities laws. Actual events or results could differ materially from the Company’s expectations or projections.