Fletcher Nickel negotiates terms for merger with Atlas Precious Metals


TORONTO, Oct. 26 /CNW/ - Fletcher Nickel Inc. (TSX: FL) has negotiated terms for a merger with Atlas Precious Metals Inc (APMI) whose primary asset is a 65% joint venture interest in the Karachipampa lead-silver smelter outside of Potosi, Bolivia. The Kivcet-process smelter was completed in 1984 and was placed on care and maintenance until February of 2008 when APMI took possession of the Karachipampa smelter complex. In June 2005, APMI signed a joint venture agreement with Corporacion Minera de Bolivia (COMIBOL) to add an acid plant to the existing Karachipampa lead smelter and combine it with a new zinc-silver smelter. APMI has since acquired an acid plant for shipment and installation and made substantial upgrades in the computerization of all electrical control systems and in various plant restorations required for the commencement of commercial production.

The final Karachipampa Joint Venture project will consist of a 60,000 ton per annum lead smelter and new 150,000 ton per annum zinc smelter. The primary objective of the merged company is to gain significant capital appreciation through becoming a fully integrated and diversified mining company with a focus on precious metals production, especially silver, through the operation of the Karachipampa Smelter Joint Venture. Fletcher Nickel's Texmont Mine property is considered to be a valuable strategic sulphide nickel resource which might be developed to feed nickel ores to an on-site carbonyl refining plant for production of high purity ferro-nickel and cobalt products, in future.

Under terms of a letter of intent between the parties, Fletcher Nickel will seek all requisite approvals to merge with privately-held APMI. In February 2008 APMI completed a private placement of 30 million treasury shares for proceeds of $15 million and it presently has 61.7 million shares outstanding. The terms of the letter of intent contemplate the issue of four Fletcher treasury shares for each outstanding APMI share (before a 4-for-1 consolidation) conditional on, among other things, Fletcher's and APMI's Board and shareholder approvals, Toronto Stock Exchange (TSX) and all other regulatory approvals, a coincident financing of at least $20 million and the merged company's consolidated shares continuing to be listed on the TSX. Outstanding warrants and options of both companies would be continued based on the consolidation ratio adjustment.

Fletcher's current shareholders would own approximately 9.5% and current APMI shareholders would own approximately 90.5% of the merged company before financing (6,482,900 shares of 68,225,990 then outstanding). Fletcher directors Michael O'Leary, Patrick Crowley and Bruce Reid would join APMI's Roy Shipes, Neil Adshead and Jamie Macintosh to form the Board of Directors of the merged company. Roy Shipes would become its CEO and APMI's John McKinney its CFO.

Upon conclusion of the proposed transaction 15 million warrants previously issued by APMI may each be exercised to acquire a treasury share of the merged company upon payment of $0.60 within two years (a Warrant) and 6.17 million stock options will become exercisable at $0.50 for five years. Also, 3 million broker warrants will become exercisable for two years. The broker warrants may be exercised to acquire, upon payment of $0.50, a treasury share and one-half of a Warrant. Warrants previously issued by Fletcher to acquire 1.4 million treasury shares at $0.10 each prior to July 13, 2011 will be converted to 350,000 warrants exercisable at $0.40 within the same period and 8 million $1 Series A 5% preferred shares plus 300,000 $1 Series B 5% preferred shares issued by Fletcher will remain outstanding, upon the merger.

Forward Looking Information: This news release contains or refers to forward-looking information. All information other than statements of historical fact that address activities, events or developments that Fletcher Nickel believes, expects or anticipates will or may occur in the future are forward-looking statements. Such forward-looking statements contained in this news release include statements regarding a joint venture interest in the Karachipampa lead-silver smelter and a potential merger with Atlas Precious Metals Inc. These forward-looking statements are subject to a variety of risks and uncertainties beyond Fletcher Nickel's ability to control or predict that may cause actual events or results to differ materially from those discussed in such forward-looking statements, including the failure to obtain financing which is a condition precedent to the merger, the failure to win shareholder approval for the proposed transaction, or the failure to win regulatory approvals for the proposed transaction. Any forward-looking statement speaks only as of the date on which it is made and except as may be required by applicable securities laws Fletcher Nickel disclaims any intent or obligation to update any forward-looking statement whether as a result of new information, future events or results, or otherwise. Although Fletcher Nickel believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be placed on these forward-looking statements due to the inherent uncertainty therein.

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SOURCE Fletcher Nickel Inc.

For further information: For further information: Bruce Hodgman, Communications Director, Direct: (416) 642-3575 (ext: 103), info@fletchernickel.com

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