First Nickel Inc.
TSX : FNI

First Nickel Inc.

July 08, 2011 10:00 ET

First Nickel Announces $5 Million Private Placement

TORONTO, ONTARIO--(Marketwire - July 8, 2011) -

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES.

First Nickel Inc. ("First Nickel" or the "Company") (TSX:FNI) is pleased to announce that it has entered into an agreement with a syndicate led by Paradigm Capital Inc. and including Raymond James Ltd. (the "Agents") in respect of a private placement financing to be undertaken on a best efforts basis for gross proceeds of up to C$4,500,000 (the "Brokered Offering"). The Brokered Offering will consist of up to 28,125,000 units (the "Units") at a price of C$0.16 per Unit. Each Unit will consist of one common share ("Common Share") of the Company and one-half of one common share purchase warrant (each whole warrant being a "Warrant") of the Company. Each Warrant will entitle the holder thereof to purchase one Common Share at C$0.22 and will be exercisable for a period of 24 months after the closing date.

Resource Capital Funds and funds managed by it (collectively, "RCF"), which currently directly or indirectly beneficially owns, or exercises control or direction over, 106,255,718 Common Shares, representing approximately 22.5% of the issued and outstanding Common Shares, has agreed to participate in the Brokered Offering for up to $2,000,000 (12,500,000 Units).

In addition West Face Capital Inc. and funds managed by it (collectively, "West Face"), which currently directly or indirectly beneficially owns, or exercises control or direction over, 91,000,000 Common Shares, representing approximately 19.3% of the issued and outstanding Common Shares, has agreed to participate in the Brokered Offering for up to $2,250,000 (14,062,500 Units).

The Company has also granted the Agents an option (the "Over-Allotment Option") to sell up to an additional 44,,218,750 Units at the Offering price for additional gross proceeds to the Company under the Brokered Offering of up to $675,000. The Over-Allotment Option is exercisable in whole or in part at any time and from time to time until noon. (Toronto time) on the date that is 30 days following the closing of the Brokered Offering, solely for purposes of satisfying over-allotments, if any, and for market stabilization purposes.

The net proceeds of the Offering will be primarily for general corporate and working capital purposes, and to fulfill certain funding and hedging conditions set forth in the credit agreement with Société Générale (Canada Branch) and Commonwealth Bank of Australia, as outlined in the press release dated July 5, 2011.

Closing of the Brokered Offering is anticipated to occur on or before July 19, 2011 and is subject to the receipt of applicable regulatory approvals including approval of the TSX. The securities issued will be subject to a standard hold period of four months plus one day from the date of closing.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold in the United States or to "U.S. persons", as such term is defined in Regulation S promulgated under the 1933 Act, absent registration or an applicable exemption from the registration requirements of the 1933 Act and applicable state securities laws.

About First Nickel

First Nickel is a Canadian mining and exploration company. Its current activities are primarily focused on the Sudbury Basin in northern Ontario, the location of the Company's redevelopment stage property (the Lockerby Mine) and two of its exploration properties. First Nickel also has exploration properties in the Timmins region of northern Ontario and the Belmont region of Eastern Ontario. First Nickel's shares are traded on the TSX under the symbol FNI.

Some of the statements contained in this news release are forward-looking statements, such as statements concerning the potential gross proceeds that may be realized upon closing of the Brokered Offering or upon any exercise by the Agents of the Over-Allotment Option, the anticipated use of net proceeds of the Brokered Offering and the expected closing date of the Brokered Offering, and other statements that describe First Nickel's future plans, intentions, objectives or goals, and specifically include but are not limited to the completion of the proposed Brokered Offering and the launch of the full development program on Lockerby Depth Project. In certain cases, forward-looking statements can be identified by the use of words such as "expects", "will", "enable", "anticipates", "estimated" or words of similar effect. Since forward-looking statements are not statements of historical fact and address future events, conditions and expectations, forward-looking statements inherently involve unknown risks, uncertainties, assumptions and other factors well beyond the Company's ability to control or predict. Actual results and developments may differ materially from those contemplated by such forward-looking statements depending on, among others, such key factors as negotiating and entering into definitive agreements for the Brokered Offering, receipt of required regulatory approvals (including approval of the TSX) and satisfaction of other conditions to completion of the Brokered Offering, fluctuating metal prices, completion of additional financing initiatives, maintaining operating and exploration teams, continued care and maintenance of the Lockerby Mine, and other factors described in the Company's most recently filed Annual Information Form under the heading "Risk Factors" which has been filed electronically by means of the System for Electronic Document Analysis and Retrieval ("SEDAR") located at www.sedar.com. The forward-looking statements included in this document represent First Nickel's views as of the date of this document and subsequent events and developments may cause First Nickel's views to change. These forward-looking statements should not be relied upon as representing First Nickel's views as of any date subsequent to the date of this document. Although First Nickel has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements.

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