FATHOM NICKEL INC.
OFFERING DOCUMENT UNDER THE LISTED ISSUER FINANCING EXEMPTION
DATED: APRIL 17, 2025
PART 1 – SUMMARY OF OFFERING
Type and Number of Securities Offered:
The Company anticipates offering on a private placement basis up to 27,470,958 units (the “Units”) of the Company at a price of $0.03 per Unit (the “Issue Price”) for aggregate gross proceeds to the Company of up to $824,128.74 (the “Offering”). Each Unit will consist of one common share in the capital of the Company (a “Unit Share”) and one common share purchase warrant ( “Warrant”) of the Company. Each Warrant will entitle the holder thereof to acquire one common share (a “Warrant Share”) at a price per Warrant Share of $0.05 for a period of 36 months from the Closing Date.
Offering Price: $0.03 per Unit.
Offering Amount: $824,128.74
Closing Date: On or about April 25, 2025 or such other date(s) that the Company determines, subject to certain conditions, including, but not limited to, receipt of all necessary approvals including the approval of the Canadian Securities Exchange (the “CSE”).
Exchange: Canadian Securities Exchange – Symbol: FNI
Last Close Price: The last close price of the Company’s common shares on the CSE on April 16, 2025 was $0.03.
Cautionary Note Regarding Forward-Looking Statements
This Offering Document contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities laws, which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “goal”, “objective”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or information that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.
PART 2 – SUMMARY DESCRIPTION OF BUSINESS
Business of the Issuer
The Issuer is a mineral exploration company engaged principally in the exploration for battery metals, including nickel, copper, cobalt and platinum group elements. Its principal properties are the 90,000+ hectare Albert Lake property (“Alberta Lake Property”)and the 22,000+ hectare Gochager Lake property (“Gochager Lake Property”). In addition, in July 2024, the Issuer acquired the 12,000 hectare Friesen Lake Project through direct staking with the Saskatchewan government. All three of the Issuer’s projects are located in north-central Saskatchewan, Canada.
Recent developments
During 2024 the Issuer completed three (3) field exploration programs at both its Albert Lake (one exploration program) and Gochager Lake Properties (two exploration programs). The Issuer’s recent exploration work has focused around surface field work at Gochager Lake.
Material facts
Within 12 months of the date of this offering document, there have been no material facts about the securities of the Issuer being distributed under this Offering that have not been disclosed in this offering document or elsewhere.
Business objectives and milestones
What are the business objectives that we expect to accomplish using the available funds?
The Issuer’s immediate business objectives centre around a surface exploration program at Gochager Lake:
a) The Issuer anticipates investing $400,000 in exploration work at the Gochager Lake Property in H1-2025. Work is expected to include ground truthing, soil sampling, and mapping, leading to a refinement of future priority drill targets. Those exploration expenditures will be financed from the flow-through financing that closed on December 23, 2024.
b) The funds raised through this financing will be used for general working capital and to assess other corporate and property opportunities.
PART 3 – USE OF AVAILABLE FUNDS
What will our available funds be upon the closing of the offering?
Assuming 100% of Offering
A Amount to be raised by this offering $824,129
B Estimated selling commissions and fees $55,000
C Estimated offering costs (e.g. legal, accounting, audit) $25,000
D Net proceeds of offering: D=A-(B+C) $744,129
E Working capital as at most recent month end (deficiency) $200,000
F Additional sources of funding – Net Equity Financing from non-LIFE financing $640,871
G Total available funds: G=D+E+F $1,585,000
Use of available funds
How will we use the available funds?
Description of intended use of available funds listed in order of priority
Assuming 100% of Offering
Exploration of Albert Lake Property Nil
Exploration of Gochager Lake Property $600,000
General Corporate Purposes $985,000
Total: Equal to G in the available funds in item 8 $1,585,000
Use of funds from previous financings
How have we used the other funds we have raised in the past 12 months?
Description of use of available funds
Previously disclosed use of available funds
December, 2023
Actual use of available funds as of October, 2024
Exploration expenditures $3,500,000 $3,144,000
General and administrative expenses $1,071,000 $1,177,000
Working capital Nil $250,000
Total: $4,571,000 $4,571,000
PART 4 – FEES AND COMMISSIONS
Involvement of dealers or finders and their fees
Dealer: To be determined.
Compensation Type: Cash commission and broker warrants.
Cash Commission: 7% of the gross proceeds raised.
Broker Warrants: 7% broker warrants exercisable into common shares at $0.07 for 18 months following the Closing Date.
Dealer conflicts
N/A
PART 5 – PURCHASERS’ RIGHTS
Rights of Action in the Event of a Misrepresentation
If there is a misrepresentation in this offering document, you have a right
(a) to rescind your purchase of these securities with Fathom, or
(b) to damages against Fathom and may, in certain jurisdictions, have a statutory right to damages from other persons.
These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.
PART 6 – ADDITIONAL INFORMATION
Where can you find more information about us?
The security holder can access Fathom’s filed continuous disclosure documentation on the Fathom Nickel Inc. issuer profile at www.sedarplus.ca and on their website at https://fathomnickel.com/
CERTIFICATE
This offering document, together with any document filed under Canadian securities legislation on or after April 17, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.
Dated the 17th day of April, 2025.
“Ian Fraser” “Doug Porter”
Ian Fraser
Chief Executive Officer
Doug Porter
President & Chief Financial Officer
