Pure Nickel Inc. Completes $27.5 Million Private Placement THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. NOTHING CONTAINED HEREIN CONSTITUTES AN OFFERING OF SECURITIES OF THE CORPORATION IN THE UNITED STATES. TORONTO, ON, July 10, 2007: Pure Nickel Inc. (the “Corporation”) (TSX-Venture: NIC, OTCBB: PNCKF) is pleased to announce that, further to its news release of July 3, 2007, it has closed the last tranche of its $27.5 million offering (the “Offering”) of subscription receipts of the Corporation (the “Receipts”) and has issued an additional 6,640,000 Receipts for aggregate gross proceeds of $8.3 million. Each Receipt will be deemed to be exercised without the payment of additional consideration into one unit of the Corporation (each a “Unit”) upon the earlier to occur of: (i) the Corporation obtaining TSX Venture Exchange (“TSXV”) conditional approval of the Xstrata transaction announced on May 15, 2007 (the “Xstrata Acquisition”); or (ii) the common shares in the capital of the Corporation (each a “Share”) becoming listed and posted for trading on the Toronto Stock Exchange (each an “Exercise Event”). Upon the occurrence of an Exercise Event, the proceeds of the Offering, plus any accrued interest thereon (less any applicable taxes), shall be released to the Corporation. In the event that an Exercise Event does not occur by September 27, 2007, the proceeds of the Offering, plus any accrued interest thereon (less any applicable taxes), will be returned to the purchasers and the Receipts will expire without exercise. Each Unit shall be comprised of one Share and one half of one common share purchase warrant (each whole warrant, a “Warrant”), each Warrant entitling the holder thereof to purchase one Share upon the payment of $1.75 per Share until January 9, 2009. All Receipts issued pursuant to the Offering, and all Shares and Warrants underlying the Receipts, are subject to a four month statutory hold period. In connection with the Offering, which remains subject to the approval of the TSXV, the Corporation also plans to issue a maximum of 990,000 compensation warrants (each a “Compensation Warrant”) and to pay a maximum of $1.25 million (the “Finder’s Fee”) to certain persons as finder’s fees payable in connection with the Offering. Each Compensation Warrant shall be exercisable upon the occurrence of an Exercise Event into one Unit at an exercise price of $1.25 per Unit until January 9, 2009. If no Exercise Event occurs, the compensation Warrants shall expire unexercised. It is expect that the Corporation will issue the Compensation Warrants and pay the Finder’s Fee within the coming week. The Corporation intends to use $15.25 million of the proceeds of the Offering to fund the proposed Xstrata Acquisition, which was originally scheduled for completion on July 9, 2007. The Corporation and Xstrata Nickel, however, have agreed to extend the closing date of such transaction until July 17, 2007 pending satisfaction of regulatory requirements, including the approval of the TSXV. The Corporation also intends to use the balance of the proceeds of the Offering to fund the Corporation’s ongoing exploration and drilling programs on its properties and for general working capital purposes. About Pure Nickel www.purenickel.com Pure Nickel is a mineral exploration company with multiple, advanced nickel sulphide and PGE projects in Canada and Alaska. The Company has just signed an agreement to acquire ten, nickel exploration properties from Xstrata Nickel. This dramatically expands Pure Nickel’s potential as it moves into the ranks of being one of North America’s largest nickel exploration companies. The agreement significantly increases Pure Nickel’s property portfolio from its current three high caliber projects (Fond du Lac Project (Saskatchewan); the Fox River Project (Manitoba); and the MAN Project (Alaska)) for which a C$8.0 million fully funded exploration program for 2007 is underway and drill ready. For further information contact:
The TSX Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Forward-Looking Statements This press release contains information that is forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, or the negative of these terms or other similar expressions concerning matters that are not historical facts. Forward –looking information by its nature necessarily involves risks and uncertainties including, without limitation, the difficulty of predicting the current regulatory and supervisory environment, the timing and conditions to obtaining any regulatory or other requisite approvals, market acceptance and demand for existing and new products and services, the Company’s ability to maintain and service new and existing customers, the protection of intellectual property associated with the Company’s products and services, the impact of competition generally and new competitive products, currency and foreign exchange fluctuations, risks associated with the Company’s customer care solutions facility, and related risks and uncertainties. Additional risks and uncertainties affecting the Company can be found in the Company’s Annual Information Form available on SEDAR at www.sedar.com. If any of these risks or uncertainties were to materialize, or if the factors and assumptions underlying the forward-looking information were to prove incorrect, actual results could vary materially from those that are expressed or implied by the forward-looking information contained therein. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. |