by FPX Nickel FPX Nickel

Vancouver, May 30, 2023 – FPX Nickel Corp. (TSX-V: FPX, OTCQB: FPOCF) (“FPX” or the “Company”) is pleased to announce that it has closed a private placement financing (the “Private Placement”) with a new cornerstone strategic investor, the major global stainless steel producer Outokumpu Oyj (“Outokumpu”).

Under the terms of the Private Placement, FPX has issued 26,800,000 common shares (“Private Placement Common Shares”) in the capital of the Company to Outokumpu at a price of C$0.60 per common share, for gross proceeds of C$16,080,000.  Upon completion of the Private Placement, Outokumpu now owns approximately 9.9% of FPX’s issued and outstanding common shares on a non-diluted basis.

“This strategic investment by Outokumpu represents a significant technical validation of FPX’s Baptiste Nickel Project (“Baptiste” or the “Project”), and underscores Canada’s critical role as a supplier of choice to allied industrial partners in Europe and the United States,” commented Martin Turenne, FPX’s President and CEO. “Outokumpu is a large and highly-regarded global operator, with a robust track record of producing the world’s most sustainable stainless steel, and is a significant nickel consumer.

“Our partnership with Outokumpu testifies to Baptiste’s potential to produce a premium nickel product that can bypass the intermediate smelting stage, thus becoming a highly sought-after feedstock for the responsible production of low-carbon finished products in multiple consumer and industrial markets, including stainless steel.  FPX is pleased to be Outokumpu’s preferred partner as they look to secure the sustainable, long-life nickel units which are best aligned with their strategic objectives.”

“The carbon footprint of Outokumpu’s stainless steel is already the smallest in the world, but we want to further decarbonize our production,” commented Marc-Simon Schaar, Head of Raw Material Sourcing at Outokumpu.  “This would also mean the reduction of the emissions of our supply chain, and to achieve this, we work together with our suppliers to strengthen the sustainability of the entire supply chain – including environmental, social and governance aspects.  The nickel to be produced from FPX’s Baptiste deposit in Canada has the potential to have a very low carbon footprint.  Therefore, we are excited to be part of this development project as a shareholder, which, once realized, would provide an excellent low-emission source of nickel, and in a composition which suits our own production.”

The Company intends to use the net proceeds of the Private Placement primarily for development ‎‎activities at the ‎Project, including the completion of a preliminary feasibility study for Baptiste, continuance of ‎‎ongoing environmental baseline activities, and feasibility study readiness activities, as well as ‎‎general corporate and administrative purposes.  The TSX Venture Exchange has provided final acceptance of the Private Placement and the Common Shares issued pursuant to the Private ‎‎Placement are subject to a hold period of four (4) months and one (1) day from the date of ‎‎issuance in accordance with applicable securities laws.  No finders’ fees or commissions were paid on the Private Placement.‎

Transaction Details

Concurrent with the closing of the Private Placement:

  • FPX granted a right of first offer (“ROFO”) which will ‎provide Outokumpu the right, so long as it continues to hold the Private Placement ‎Common Shares, to negotiate, at market terms, one or more offtake agreements with FPX for up to an aggregate of 60,000 tonnes of nickel (7,500 ‎tonnes of nickel per year over a period of eight years) from FPX’s Baptiste Nickel Project.
  • FPX and Outokumpu entered into an investor rights agreement (the “Investor Rights Agreement”) that provides, among other things, Outokumpu with certain rights in the event it maintains minimum ownership thresholds in the Company, including the right to participate in equity financings. In addition, pursuant to the Private Placement, Outokumpu has agreed to a two-year standstill with respect to the acquisition of additional securities in FPX, other than acquisitions pursuant to Outokumpu’s rights under the Investor Rights Agreement.

Based on the Company’s 2020 preliminary economic assessment (“PEA”), the Baptiste project has the potential to produce up to 44,900 tonnes of nickel per annum over a projected mine life of 35 years.  The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves.  Mineral resources are not mineral reserves and do not have demonstrated economic viability.  There is no certainty that the conclusions or results as reported in the PEA will be realized. See the Company’s September 9, 2020 news release.

Andrew Osterloh, P.Eng., FPX Nickel’s Qualified Person under NI 43-101, has reviewed and approved the technical content of this news release.

About Outokumpu

Outokumpu is the global leader in stainless steel. The foundation of Outokumpu’s business is its ability to tailor stainless steel into any form and for almost any purpose. Stainless steel is sustainable, durable and designed to last forever. Outokumpu’s customers use it to create civilization’s basic structures and its most famous landmarks as well as products for households and various industries. Outokumpu employs approximately 8,500 professionals in close to 30 countries, with headquarters in Helsinki, Finland and shares listed on Nasdaq Helsinki. www.outokumpu.com

About the Decar Nickel District

The Company’s Decar Nickel District represents a large-scale greenfield discovery of nickel mineralization in the form of a naturally occurring nickel-iron alloy called awaruite (Ni3Fe) hosted in an ultramafic/ophiolite complex.  FPX’s mineral claims cover an area of 245 km2 west of the Middle River and north of Trembleur Lake, in central British Columbia.  Awaruite mineralization has been identified in several target areas within the ophiolite complex including the Baptiste Deposit and the Van Target, as confirmed by drilling, petrographic examination, electron probe analyses and outcrop sampling.  Since 2010, approximately US $28 million has been spent on the exploration and development of Decar.

Of the four targets in the Decar Nickel District, the Baptiste Deposit has been the focus of increasing resource definition (a total of 99 holes and 33,700 m of drilling completed), as well as environmental and engineering studies to evaluate its potential as a bulk-tonnage open pit mining project.  The Baptiste Deposit is located within the Baptiste Creek watershed, on the traditional and unceded territory of Tl’azt’en Nation and Binche Whut’en First Nation, and within several Tl’azt’enne and Binche Whut’enne keyohs. FPX has conducted mineral exploration activities to date subject to the conditions of our agreements with the Nations and keyoh holders.

About FPX Nickel Corp.

FPX Nickel Corp.  is focused on the exploration and development of the Decar Nickel District, located in central British Columbia, and other occurrences of the same unique style of naturally occurring nickel-iron alloy mineralization known as awaruite.  For more information, please view the Company’s website at www.fpxnickel.com or contact Martin Turenne, President and CEO, at (604) 681-8600 or [email protected].

On behalf of FPX Nickel Corp.

“Martin Turenne”
Martin Turenne, President, CEO and Director

Forward-Looking Statements

This press release may contain ‎“forward-looking information” within the meaning of applicable Canadian securities laws‎, including those describing FPX’s future plans, and the expectations of management that a stated result or condition will occur. These statements address future events and conditions and so involve inherent risks and ‎uncertainties, as disclosed in the Company’s periodic filings with Canadian securities regulators, including its Annual Information Form and MD&A, dated April 19, 2022 and March 30, 2023, respectively. Actual results could differ materially from those currently projected by management at the time of writing due to many factors the majority of which are beyond the control of FPX and its management. In particular, this news release contains forward-looking statements pertaining, directly or indirectly, to the following: the use of proceeds of the Private Placement; potential business synergies as a result of FPX’s partnership with Outokumpu; the expected receipt of stock exchange approval, and the timing thereof; future off-take under the ROFO; and the final terms of the ROFO and Investor Rights Agreement. Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. These statements speak only as of the date of this release or as of the date specified in the documents accompanying this release, as the case may be. The Company assume the obligation to update any forward-looking statement except as expressly required by applicable securities law

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.