Mr. Ranjeet Sundher reports

BOLT METALS ANNOUNCES NEW AGREEMENT FOR CONDITIONAL SALE OF CYCLOPS PROJECT

Bolt Metals Corp. has entered into a new conditional share sale and purchase agreement, pursuant to which Nickel Industries Ltd. (previously Nickel Mines Ltd.) (NIL) has agreed to acquire 100 per cent of the company's interest in the Cyclops nickel-cobalt project.

The company and NIL, in December, 2021, entered a similar agreement which did not close within its agreed timelines due to the decision by the Indonesian government to revoke the mining permit (IUP) for the Cyclops project.

Subject to approval of the transaction by the shareholders of Bolt, Bolt and its subsidiaries will receive net cash payments in the aggregate amount of $6.5-million (U.S.) in exchange for a 100-per-cent interest in the Cyclops project, a 5,000-hectare nickel-cobalt project located in Papua province, Indonesia. If the shareholders of the company do not approve the transaction, NIL will have the right to acquire a 45-per-cent interest in the Cyclops project for total net consideration of $500,000 (U.S.) and additional consideration of $980,000 (U.S.) to underlying Cyclops project owner, PT Best Resources.

Completion of the transaction is subject to customary due diligence, regulatory and shareholder approval and the successful reinstatement and extension of the IUP for the Cyclops project. A finder's fee is payable in connection with the transaction.

Key transaction details

Pursuant to the agreement and subject to Bolt shareholder approval of the transaction, NIL will acquire a 100-per-cent interest in the Cyclops project in consideration for the payment of an aggregate of $7-million (U.S.) in cash, payable as follows:

• $2.5-million (U.S.) (inclusive of the initial $500,000 (U.S.) deposit paid to Bolt in December, 2021) payable to Cobalt Power (Asia) Ltd. (CPA), an indirect wholly owned subsidiary of Bolt, on the later of 10 business days after the date on which Bolt provides to NIL evidence, satisfactory to NIL in its absolute discretion of both the IUP reinstatement and the IUP extension;
• $4.5-million (U.S.) on the earlier of: (i) the second anniversary of the IUP extension; and (ii) 10 business days after the date on which the first commercial shipment of nickel ore from the Cyclops project is sent to a smelter or leach plant for processing.

In the event Bolt does not obtain shareholder approval for the transaction, NIL has the right to acquire a 45-per-cent interest in the Cyclops project by paying $500,000 (U.S.) to CPA in exchange for CPA cancelling its option to acquire an additional 35-per-cent interest in the Cyclops project and paying $980,000 (U.S.) to PT Best to acquire their 35-per-cent interest in the Cyclops project, following which NIL and Bolt will proceed as partners in developing the Cyclops project, with NIL holding a 45-per-cent interest and Bolt holding the remaining 55-per-cent interest in the project. NIL may also elect to terminate the agreement and receive a cash payment of $250,000 (U.S.) if Bolt does not obtain shareholder approval for the transaction.

In connection with the transaction, PT Best, has through a conditional share purchase agreement, granted CPA the exclusive right to acquire its 35-per-cent indirect interest in the Cyclops project. Subject to various conditions, CPA will make cash payment(s) of $980,000 (U.S.) to PT Best upon receipt of certain minimum payments from NIL in connection with transaction.

About Bolt Metals Corp.

Bolt Metals is a Canadian-based exploration company focused on the acquisition and development of production-grade nickel and cobalt deposits -- key raw material inputs for the growing lithium-ion battery industry.

We seek Safe Harbor.