Mr. Adrian Smith reports

FIRST ATLANTIC NICKEL SECURES $3 MILLION DOLLAR INVESTMENT THROUGH ISSUANCE OF NON-DILUTIVE UNSECURED DEBENTURE WITH OPTION TO DEFER INTEREST AND PRINCIPAL PAYMENTS FOR 5 YEARS

First Atlantic Nickel Corp. has entered into an agreement dated Feb. 9, 2025, to issue a $3-million senior unsecured debenture through a non-brokered debt private placement. Closing of the private placement remains subject to certain closing conditions, including approval of the TSX Venture Exchange.

This strategic investment marks a significant milestone for the company, providing it with a non-dilutive source of capital to support the development of the company's district-scale Atlantic nickel project.

The debenture is the largest individual capital financing transaction in First Atlantic's history and contains favourable terms, including a five-year deferral on all interest and principal payments. No equity securities will be issued to the lender on closing, ensuring no immediate dilution to the company. Additionally, there were no finders' fees of cash or warrants issued as the company closed the transaction directly with the lender.

Highlights:

• $3-million in proceeds -- the $3 million in non-dilutive proceeds from the debenture will fully finance the company's phase 2 drill program, assays and metallurgical testing;
• RPM zone phase 1 -- phase 1 drill core assay results anticipated soon;
• RPM zone phase 2 -- phase 2 drill permits approved with road construction nearing completion; updates to be provided shortly;
• Strategic capital -- the $3-million in new financing from a strategic investor provides strong financial backing for the company's Atlantic nickel project exploration and development;
• No dilution -- no equity securities are required to be issued to the lender under the debenture;
• No commissions -- no commissions, finders' fees or broker warrants were issued as the private placement was initiated and completed between the company and the lender;
• Five-year maturity -- the debenture is not required to be repaid until maturity in 2030 and the company is entitled to satisfy the annual interest obligations under the debenture by adding such amounts to the principal amount outstanding under the debenture.

For further information, questions or investor inquiries, please contact Rob Guzman at First Atlantic Nickel by phone at 1-844-592-6337 or by e-mail at rob@fanickel.com .

"We are thrilled to secure this significant $3-million non-dilutive capital funding on such favourable terms for our shareholders," said Adrian Smith, chief executive officer of First Atlantic. "This funding will enable us to accelerate phase 2 drilling at the Atlantic nickel project, with the goal of expanding the mineralized footprint of the RPM zone. The lender's strong financial backing, provided on favourable terms, allows us to maintain our rapid exploration and development pace following major awaruite nickel discoveries in our first drill program, which began in the fourth quarter of 2024."

The proceeds from the debenture will finance the fully permitted phase 2 drilling program and preliminary metallurgical testing at the Atlantic nickel project as detailed in the company's news release dated Jan. 15, 2025. Following the closing of the private placement, the company anticipates an accelerated news cycle in the coming weeks, with updates from the completed phase 1 drill program and the commencement of phase 2 drilling.

Transaction terms

The debenture will bear interest at an interest rate of 9.5 per cent per annum. Interest will be calculated and paid in 12-month intervals from the closing date over a term of five years.

The company may satisfy interest payments due prior to maturity in one of three ways, by:

1. Adding the interest to the principal amount of the debenture;
2. Issuing common shares to the lender;
3. Or payment in cash, and interest payable on maturity may be satisfied pursuant to items (2) or (3).

If the company elects to issue common shares to satisfy interest payments, the common shares will be issued at the greater of: (i) the 20-day volume-weighted average price of the common shares; or (ii) the minimum price permitted by the exchange. The company may not elect to issue common shares if such issuance would result the lender owning or controlling more than 9.99 per cent of the company's outstanding common shares, provided that the lender may, on 61 days of prior written notice, increase the ownership cap to a maximum of 19.99 per cent.

The debenture will mature five years from the date of issue. In the event of a change of control of the company or a project transfer, the holder may redeem the debenture at a price equal to 130 per cent of the outstanding principal amount, plus all accrued and unpaid interest.

On or after the third anniversary of the issue date of the debenture and before the fourth anniversary, the company may elect to prepay all (but not less than all) of the principal and accrued interest under the debenture by paying 130 per cent of the principal amount plus all accrued and unpaid interest. On or after the fourth anniversary of the issue date of the debenture, the company may prepay all (but not less than all) of the principal and accrued interest by paying 115 per cent of the principal amount plus all accrued and unpaid interest.

The debentureholder may, at its option, at any time until 5 p.m. Toronto time on the maturity date, elect to receive a 2-per-cent net smelter return royalty on certain claims within the Atlantic nickel project in lieu of payment of the principal amount and all accrued and unpaid interest under the debenture.

No finders' fees are payable in connection with the private placement. Closing of the private placement remains subject to receipt of exchange approval. All securities issued pursuant to the private placement are subject to a statutory four-month hold period.

Investor information

The common shares trade on the TSX-V under the symbol FAN, on the American OTCQB exchange under the symbol FANCF and on several German exchanges, including Frankfurt and Tradegate, under the symbol P21.

Disclosure

Adrian Smith, PGeo, is a qualified person as defined by National Instrument 43-101. The qualified person is a member in good standing of the Professional Engineers and Geoscientists Newfoundland and Labrador (PEGNL) and is a registered professional geoscientist (PGeo). Mr. Smith has reviewed and approved the technical information disclosed herein.

About First Atlantic Nickel Corp.

First Atlantic Nickel is a Canadian mineral exploration company developing the 100-per-cent-owned Atlantic nickel project, a large-scale nickel project strategically located near existing infrastructure in Newfoundland, Canada. The project's nickel occurs as awaruite, a natural nickel-iron alloy containing approximately 75 per cent nickel with no sulphur and no sulphides. Awaruite's properties allow for smelter-free magnetic separation and concentration, which could strengthen North America's critical mineral supply chain by reducing foreign dependence on nickel smelting. This aligns with new U.S. IRA (Inflation Reduction Act) requirements on electric vehicles, which stipulate that, beginning in 2025, an eligible clean vehicle may not contain any critical minerals processed by an FEOC (foreign entity of concern).

First Atlantic aims to be a key input of a secure and reliable North American critical mineral supply chain for the stainless steel and electric vehicle industries in the United States and Canada. The company is positioned to meet the growing demand for responsibly sourced nickel that complies with the critical mineral requirements for eligible clean vehicles under the U.S. IRA. With its commitment to responsible practices and experienced team, First Atlantic is poised to contribute significantly to the nickel industry's future, supporting the transition to a cleaner energy landscape. This mission gained importance when the United States added nickel to its critical minerals list in 2022, recognizing it as a non-fuel mineral essential to economic and national security with a supply chain vulnerable to disruption.

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