Flying Nickel Announces Filing and Mailing of Management Information Circular in Connection with Special Meeting of Shareholders to Approve Arrangement with Norway House Cree Nation

Press Release

VANCOUVER, British Columbia, September 23, 2024 – Flying Nickel Mining Corp. (TSX-V: FLYN; OTCQB: FLYNF) (“Flying Nickel”) is pleased to announce that it has received the interim order of the British Columbia Supreme Court in relation to its previously announced sale of its Minago Nickel project and its related assets and undertaking (the “Purchased Assets”) located in the Thompson Nickel Belt of Manitoba, Canada (the “Minago Assets”) to Norway House Cree Nation (“NHCN”) via its wholly owned subsidiary 10197729 Manitoba Inc. (the “Purchaser”) pursuant to an amended and restated arrangement agreement dated September 17, 2024 between Flying Nickel, NHCN and the Purchaser by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). In consideration for the Purchased Assets, among other things, the Purchaser and NHCN shall pay to Flying Nickel $8,000,000 in cash and surrender all of the common shares in the capital of Flying Nickel (“Shares”) held by NHCN, being 17,561,862 Shares. Flying Nickel is also pleased to announce that its notice of special meeting of shareholders (the “Meeting”) and management information circular (the “Circular”) are now available on Flying Nickel’s website at https://www.flynickel.com/investor/agm/ as well as under Flying Nickel’s profile on SEDAR+ (www.sedarplus.ca). Flying Nickel has commenced delivery of the Circular and related materials for the Meeting which is to be held on October 21, 2024 at 10:30 a.m. (Vancouver Time) at the offices of MLT Aikins LLP located at 2600 – 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1, Canada.

Meeting Details

At the Meeting, shareholders of Flying Nickel (the “Shareholders”) will be asked to consider and vote on a special resolution approving the Arrangement (the “Arrangement Resolution”).

The Arrangement constitutes a “Non-Arm’s Length Party Transaction” as defined in the policies of the TSX Venture Exchange. As such, in order to become effective, the Arrangement Resolution must be approved by not less than: (i) two-thirds (2/3) of the votes cast thereon by the Shareholders present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting excluding Shares held by Shareholders excluded pursuant to the policies of the TSX Venture Exchange and items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The Board of Directors of Flying Nickel (with Neil Duboff recused) unanimously

recommends that Shareholders vote IN FAVOUR of the Arrangement Resolution

Shareholders are encouraged to read the Circular and vote the Shares as soon as possible. The deadline for voting the Shares is at 10:30 a.m. (Vancouver time) on October 17, 2024.

Strategic Rationale for the Arrangement

The following is a summary of the principal reasons for the unanimous recommendations of Flying Nickel’s Board of Directors (with Neil Duboff recused) (the “Board”) that Shareholders vote IN FAVOUR of the Arrangement Resolution.

• Resources Necessary to Develop the Project. The Minago project requires significant financial and other resources to maintain and further develop. Additionally, the Minago project will require significant regulatory approvals and collaboration with numerous outside parties including from First Nations and other stakeholders. The costs and timing to advance the project is expected to be significant and funding and other strategic opportunities for exploration stage resource issuers have been significantly negatively impacted by general economic and market conditions largely outside of the control of Flying Nickel. The Arrangement represents an opportunity to capitalize on a strategic asset of Flying Nickel and allows Flying Nickel to focus on its new Gibellini Vanadium Project.
• Cash Consideration. A significant portion of the consideration agreed by the parties under the Arrangement Agreement, being $8,000,000, up to $200,000 in legal expenses and up to $60,000 in reimbursements for claims maintenance, will be paid entirely in cash. Accordingly, the Arrangement will provide liquidity and reasonable certainty of value for the Arrangement.
• Share Surrender. As part of the consideration agreed by the parties under the Arrangement Agreement, 17,561,862 Shares, representing approximately 11.41% of the issued and outstanding Shares, will be surrendered for cancellation. This will cause the interest of the Shareholders, other than NHCN, in Flying Nickel to appreciate relative to their pre-Arrangement interest.
• Review of Strategic Alternatives. Prior to entering into the Arrangement Agreement, the Board evaluated, with input from management, the business and strategic opportunities of Flying Nickel with the objective of maximizing Shareholder value in a manner consistent with the best interests of Flying Nickel.
• Conduct of Flying Nickel’s Business. The Board believes that the restrictions imposed on Flying Nickel’s business and operations during the pendency of the Arrangement are reasonable and not unduly burdensome.
• Credibility of the Purchaser to Complete the Arrangement. The Purchaser under the Arrangement Agreement is an entity wholly-owned by NHCN, a sophisticated party with in depth knowledge of the Minago Assets. In addition, no financing condition was included in favour of the Purchaser in the Arrangement Agreement. Accordingly, the Board concluded that the risk is low that the Purchaser will not complete the transactions under the Arrangement Agreement and presuming all conditions to closing are satisfied.
• Reasonable Completion Time. The Board believe that the transactions contemplated by the Arrangement Agreement can completed before the outside date following the Meeting, presuming Shareholders approve the Arrangement Resolution.

Additional details with respect to the Arrangement, the reasons for the unanimous recommendations (with Neil Duboff recused) of the Board as well as the potential benefits and risks are described in the Circular, which Shareholders are urged to read in its entirety.

About Flying Nickel Mining Corp.

Flying Nickel is an exploration-stage mining company focused on vanadium and nickel resources. The Company owns a 100% interest in the Gibellini vanadium project in Nevada, United States and a 100% interest in the Minago nickel project in the Thompson nickel belt in Manitoba, Canada.

Further information on Flying Nickel can be found at www.flynickel.com.

FLYING NICKEL MINING CORP.

ON BEHALF OF THE BOARD

John Lee

Chief Executive Officer

For more information about Flying Nickel, please contact:

Suite 1610 – 409 Granville Street

Vancouver, BC V6C 1T2

Phone: 1.877.664.2535 / 1.877.6NICKEL

Email: info@flynickel.com

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