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Fathom Nickel Announces The Closing Of Upsized $11,150,000 Private Placement

Calgary, Alberta–(Newsfile Corp. – March 16, 2021) – Fathom Nickel Inc. (the “Company” or “Fathom“), is pleased to announce that it has closed an upsized, private placement financing of flow-through special warrants (the “FT Special Warrants“) and hard dollar special warrants of the Company (the “HD Special Warrants“) raising gross proceeds of $11,150,000 (together, the “Offering“). The Offering included $10,764,978 raised in a brokered offering (the “Brokered Offering“) and $385,022 raised in a non-brokered offering to President’s List subscribers. Echelon Wealth Partners Inc. and Sprott Capital Partners LP acted as co-lead agents (collectively the “Agents“) in connection with the Brokered Offering.

Pursuant to the Offering, the Company issued 3,089,317 FT Special Warrants at a price per FT Special Warrant of $0.77 (the “FT Offering Price“) and 12,530,323 HD Special Warrants at a price per HD Special Warrant of $0.70 (the “HD Offering Price“). Each HD Special Warrant shall be exercisable, for no additional consideration, into a unit of the Company (a “Unit“) and each FT Special Warrant shall be exercisable, for no additional consideration, into a Flow-Through Share of the Company (each a “Resulting Security“). Each Unit underlying the HD Special Warrant will consist of one common share of the Company (a “Unit Share“) and one-half of one (0.5) common share purchase warrant (each whole common share purchase warrant, a “Warrant“), with each whole Warrant being exercisable to acquire one common share of the Company (a “Warrant Share“) at an exercise price of $1.00 per Warrant Share for a period of 2 years following the closing date (the “Closing Date“).

The Company will use its best efforts to obtain a receipt for a non-offering prospectus (the “Prospectus“) qualifying the Resulting Securities issuable pursuant to the exercise of the FT Special Warrants and the HD Special Warrants in such provinces of Canada (excluding Quebec) in which purchasers of the FT Special Warrants and the HD Special Warrants reside (the “Jurisdictions“) within 60 days following the closing of the Offering. The date on which the last of the decision document and/or receipt is issued for the Prospectus is hereby referred to as (the “Clearance Date“). In the event that the Clearance Date has not occurred prior to 60 days following the Closing Date, each unexercised HD Special Warrants shall, at the Time of Expiry, entitle the holder thereof to receive upon the exercise thereof, at no additional consideration, 1.15 Resulting Securities, as applicable. The securities underlying the FT Special Warrants shall remain unchanged notwithstanding a change of the Clearance Date.

The gross proceeds received by the Company from the sale of the FT Special Warrants will be used to incur Canadian Exploration Expenses (“CEE”) that are “flow-through mining expenditures” (as such terms are defined in the Income Tax Act Canada) on the Company’s properties in Saskatchewan, by December 31, 2021 and renounce such expenditures to the subscribers effective December 31, 2021.

As consideration for its services in connection with the Brokered Offering, the Company has paid to the Agents a cash commission of 6.0% of the gross proceeds of the Brokered Offering and issued to the Agents compensation options (“Compensation Options“) equal to 6.0% of the FT Special Warrants and HD Special Warrants sold under the Brokered Offering. Each Compensation Option will entitle the holder thereof to acquire one Unit at the HD Special Warrants offering price.

Novus Merchant Partners Inc. acted as special advisor to the Company.

About Fathom Nickel Inc.
Fathom Nickel is a privately-held resource development and exploration company that is targeting high-grade nickel sulfide discoveries for use in the rapidly growing global electric vehicle market.

The Company is accelerating exploration on its flagship Albert Lake Project, host to the historic Rottenstone mine, which is recognized as one of the highest‐grade (Nickel, Copper, Platinum group metals) deposits of its type ever mined in Canada. Albert Lake Project is a 34,395 ha land package in Saskatchewan located in the Trans Hudson Corridor which is home to numerous world-class mining camps.

For Further Information Please Contact:

Brad Van Den Bussche, Chief Executive Officer, Director
bvanden@fathomnickel.com

Manish Grigo, Director of Corporate Development
mgrigo@fathomnickel.com

+1 (416) 569-3292

Forward Looking Statements:
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 the timing for filing and final clearance of the Qualifying Prospectus, the use of proceeds of the Offering, the ability to raise the funds to finance its ongoing business activities including the acquisition of mineral projects and the exploration and development of its projects. 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. Such risks and other factors may include, but are not limited to, the ability to successfully file and obtain approval for the Qualifying Prospectus, the ability to obtain all requisite regulatory approvals in respect of the Qualifying Prospectus, the ability to apply the proceeds of the Offering as intended, the results of exploration activities; the ability of the Company to complete further exploration activities; timing and availability of external financing on acceptable terms and those risk factors outlined in the Company’s Management Discussion and Analysis as filed on SEDAR. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

— Fathom Nickel

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