First Nickel Inc.
TSX : FNI

First Nickel Inc.

August 15, 2005 19:49 ET

First Nickel Obtains Disinterested Shareholder Consent To The Terms Of North Range Options To Be Granted By Falconbridge

TORONTO, ONTARIO--(CCNMatthews - Aug. 15, 2005) - First Nickel Inc. (TSX:FNI) ("First Nickel") is pleased to announce that it has obtained the consent in writing of a majority of its disinterested shareholders to the terms of the Bowell, Foy Mouth and Morgan-Lumsden options (the "North Range Options") to be granted to First Nickel by Falconbridge Limited ("Falconbridge"). The terms of the proposed North Range Options were previously announced in First Nickel's press release dated March 22, 2005.

As Falconbridge is a "related party" of First Nickel under Toronto Stock Exchange (TSX) rules, TSX conditional approval of the terms of the North Range Options (the "Conditional Approval") was granted pending approval of such terms by a majority of the shareholders of First Nickel, excluding votes attaching to common shares beneficially held by Falconbridge. As at July 29, 2005, Falconbridge was the beneficial holder of a total of 11,614,798 common shares of First Nickel, representing approximately 21.62% of the 53,730,598 issued and outstanding common shares on such date.

During early August 2005, a form of written consent (the "North Range Consent") was circulated by First Nickel to certain of its disinterested shareholders, together with a detailed description of the proposed terms of each of the North Range Options, and ordinary resolutions of the disinterested shareholders approving (i) the proposed terms of each of the North Range Options, and (ii) the entering into of three (3) separate option agreements with Falconbridge in respect thereof on substantially the same terms as described in the accompanying material (the "Disinterested Shareholder Resolutions"). The disinterested shareholders were asked to confirm that, in the event that a meeting of shareholders was called for the purposes of considering the Disinterested Shareholder Resolutions, they would vote in favour of such resolutions, without variation. North Range Consents were completed and returned to First Nickel by disinterested shareholders holding a total of 21,554,870 common shares, representing approximately 51.2% of the 42,115,800 issued and outstanding common shares of the corporation not beneficially held by Falconbridge as at July 29, 2005.

In accordance with the terms of the TSX Conditional Approval, this press release is being issued to announce that disinterested shareholder consent has been obtained with respect to the terms of the North Range Options, and that the disinterested shareholders have authorized First Nickel to proceed with entering into three (3) separate definitive agreements with Falconbridge with respect to such options. The terms of the TSX Conditional Approval now further require that First Nickel must wait for a minimum of 10 business days from the date of this press release prior to entering into any of the said definitive agreements.

As a result of having obtained in writing the disinterested shareholder consent described above, First Nickel has withdrawn its Notice of Record and Meeting Dates sent earlier to The Canadian Depository for Securities and filed via SEDAR on July 19, 2005.

Contact Information