Mr. Robert Guzman of First Atlantic reports
FIRST ATLANTIC NICKEL CLOSES $16 MILLION TWO-STAGE EARN-IN AGREEMENT WITH CORE CRITICAL METALS CORP. ON LUCKY MIKE COPPER-SILVER-TUNGSTEN PROJECT - RETAINS 20% CARRIED INTEREST TO FEASIBILITY AND RIGHTS TO MINING ROYALTY
First Atlantic Nickel Corp. has made the initial closing of an arm's-length option agreement dated Feb. 18, 2026, with Core Critical Metals Corp., pursuant to which Core Critical Metals may earn up to an 80-per-cent interest in the Lucky Mike copper-silver-tungsten property.
The option agreement is structured to provide First Atlantic shareholders with continued exposure to the potential value of Lucky Mike while allowing the company to prioritize the growth and development of its Pipestone XL smelter-free nickel-cobalt alloy project in central Newfoundland. Under the option agreement, Core Critical Metals is required to incur an aggregate of $16-million in qualified exploration expenditures and make cash and/or share payments to First Atlantic of $650,000 in order to earn up to an 80-per-cent interest in the property in two stages. First Atlantic will retain a 20-per-cent participating interest and, under the terms described below, will be carried (with no funding obligation and not subject to dilution) until delivery of a feasibility study on the property while retaining the rights to a mining royalty.
In connection with the transaction, the company also announces that it intends to establish a special committee of independent directors to evaluate strategic alternatives with respect to the company's potential remaining 20-per-cent interest in the property. The special committee will be mandated to assess potential pathways to maximize shareholder value associated with that retained interest, including the economic, financing, royalty, joint venture, corporate reorganization and other strategic implications of the company's position under the option agreement, which may include consideration of a potential plan of arrangement or other transaction structure, if deemed advisable. The board believes that the retained interest may represent a significant source of future optionality for the shareholders of the company and intends for the special committee to undertake a disciplined review of alternatives designed to enhance exposure to future exploration success while maintaining flexibility in the company's broader strategic planning. There can be no assurance that any particular strategic alternative, including any plan of arrangement, will be pursued or completed.
Lucky Mike
copper-silver-tungsten
project description
The Lucky Mike property is a large district-scale copper-silver-tungsten project in Southern British Columbia comprising 37 claims totalling approximately 7,675 hectares. The property is located between Kamloops and Merritt adjacent to major highways, and located approximately 20 kilometres southeast of Highland Valley, Canada's largest copper mine, owned and operated by Teck Resources, which produced more than 127,000 tonnes of copper in 2025. The property is located approximately 150 km from the United States border.
Key terms of the transaction
Pursuant to the option agreement, Core Critical Metals may acquire up to an 80-per-cent interest in the Lucky Mike project through the following two-stage earn-in structure:
Stage 1 -- earn in to 70 per cent
To earn an initial 70-per-cent interest in the property, Core Critical Metals must complete the following on or before the fifth anniversary of the effective date of the option agreement:
-
A cash payment of $150,000 to First Atlantic upon exchange approval and closing of the transaction;
- Cash and/or share payments to First Atlantic totalling $500,000 over the first three years of the option agreement, subject to the minimum share entitlements described in the option agreement;
- A minimum of $6-million in qualified exploration expenditures on the property.
Core Critical Metals earns the 70-per-cent interest only upon completion of all stage 1 requirements.
Stage 2 -- earn in to 80 per cent
To earn an additional 10-per-cent interest (for a total 80-per-cent interest), Core Critical Metals must incur an additional $10-million in qualified exploration expenditures on the property on or before the 10th anniversary of the effective date of the option agreement.
In total, the option agreement requires aggregate qualified exploration expenditures of $16-million, and cash and/or share payments to First Atlantic of $650,000.
The property is subject to an underlying 2-per-cent net smelter returns (NSR) royalty, of which the entire 2 per cent can be bought back for $1-million at any time up to five years following the initiation of commercial production.
Following completion of the second option (earning an 80-per-cent interest), First Atlantic and Core Critical Metals will enter into a joint venture agreement (JV). Under the terms of the JV, each of First Atlantic and Core Critical Metals will be responsible for its pro rata share of expenditures approved in the annual works program and budget for the property, with Core Critical Metals acting as operator. Notwithstanding the above, Core Critical Metals shall, at its sole cost, finance 100 per cent of all expenditures approved in the annual work program and budget for the property until the delivery of a feasibility study. First Atlantic shall not be required to contribute any capital to the JV prior to the carry end date, and its participating interest shall not be subject to dilution during such period.
After the carry end date, if First Atlantic elects not to contribute its pro rata share of expenditures, its participating interest will be diluted. If, as a result of dilution, First Atlantic's participating interest is reduced to 10 per cent or less, First Atlantic shall be deemed to have withdrawn from the JV and its remaining participating interest will be automatically converted into a 3-per-cent NSR (net smelter return) royalty, subject to a 2-per-cent buyback for $7.5-million. Upon such conversion, First Atlantic will have no further right to participate in the property and no obligation to contribute to future expenditures.
No finders' fees were payable on this transaction.
Investor information
Adrian Smith, PGeo, a director and the chief executive officer of the company, is a qualified person as defined by National Instrument 43-101. The qualified person is a member in good standing of the Association of Professional Engineers and Geoscientists of the Province of British Columbia (Engineers and Geoscientists BC) 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 critical mineral exploration company in Newfoundland and Labrador developing the Pipestone XL nickel-cobalt alloy project. The project spans the entire 30-kilometre Pipestone Ophiolite complex, where multiple zones, including RPM, Alloy Max, Super Gulp, Atlantic Lake and Chrome Pond, contain awaruite (Ni3Fe), a naturally occurring magnetic nickel-iron-cobalt alloy of approximately 77 per cent nickel with no sulphur and no sulphides, along with secondary chromium mineralization. Awaruite's sulphur-free composition removes acid mine drainage (AMD) risks, while its unique magnetic properties enable processing through magnetic separation, eliminating the electricity requirements, emissions and environmental impacts of conventional smelting, roasting or high-pressure acid leaching while reducing dependence on overseas nickel processing infrastructure.
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