James Bell Capital Corp. Announces Business Combination with Evolution Nickel

VANCOUVER, British Columbia, Feb. 18, 2025 (GLOBE NEWSWIRE) — James Bell Capital Corp. (“JBCC” or the “Company”) is pleased to announce that it has entered into a definitive agreement effective February 18, 2025 (the “Business Combination Agreement“) setting out the terms of a proposed business combination (the “Transaction“) with Evolution Nickel Corp. (“Evolution“), an arm’s length company incorporated under the Business Corporations Act (Ontario).

Evolution is a privately held company focused on the advancement and development of the South Thompson Nickel Project (the “Project”) in the Thompson Nickel Belt in Manitoba. The Project comprises more than 3,000 square kilometres of mineral exploration licenses on which extensive historic drilling and other exploration work has been conducted. Upon completion of the Transaction, it is the intention of the parties that Evolution will focus primarily upon the further evaluation, exploration, and advancement of the Project, while seeking additional corporate development opportunities that it believes will create value for Evolution’s stakeholders.

Transaction Structure

The Transaction will be structured as a three‐cornered amalgamation pursuant to which Evolution will amalgamate with a wholly‐owned subsidiary of JBCC and JBCC will acquire all of the issued and outstanding shares of Evolution from the shareholders of Evolution in exchange for the issuance of an aggregate of 52,000,000 common shares of JBCC (each, a “JBCC Share“) to such shareholders (being calculated based on a ratio of one JBCC Share for each one share of Evolution outstanding). The Transaction remains subject to the receipt of all applicable regulatory and third-party approvals and the satisfaction of other closing conditions set forth in the Business Combination Agreement. Subject to the completion of the Transaction, JBCC expects that it will change its corporate name to “Evolution Nickel Corp.”

The Transaction will constitute a change of business for the Company, as JBCC was previously a non-resource issuer and upon completion of the Transaction, proposes to focus on natural resource development opportunities. The Transaction is not expected to be subject to the approval of shareholders of JBCC, on the basis that (i) shareholder approval is not required for a three‐cornered amalgamation under applicable corporate law; (ii) the Transaction is not a “related party transaction” and no other circumstances exist which may compromise the independence of the Company or other interested parties with respect to the Transaction; and (iii) the Company is not and will not be subject to a cease trade order and will not otherwise be suspended from trading on completion of the Transaction.

Concurrent Financing

As a condition of the closing of the Transaction, JBCC and Evolution shall complete a non-brokered private placement (the “Private Placement“) of common shares and flow-through common shares to raise minimum aggregate gross proceeds of $5,000,000.

Following the completion of the Transaction, the net proceeds of the Private Placement are anticipated to be used to further assess and explore the Project, and for general corporate purposes.

Conditions to Completion

Completion of the Transaction is subject to a number of conditions. The Transaction cannot close until all required regulatory approvals are obtained. There can be no assurance that the Transaction will receive such approvals on acceptable terms, or at all. Completion of the Transaction is also subject to a number of conditions including, if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed, or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, neither Evolution nor JBCC can make any representation or warranty as to the completeness or the accuracy of any information regarding the transaction. Trading in the securities of JBCC should be considered highly speculative. Neither the Canadian Investment Regulatory Organization or any securities exchange has expressed an opinion on the merits of the proposed Transaction or has approved or disapproved the contents of this news release.

On behalf of the Board of Directors

Bruce Langstaff
Executive Chairman
info@copland-road.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains statements about the Company’s expectations regarding the proposed Transaction of the Company and the Private Placement which are forward‐looking in nature and, as a result, are subject to certain risks and uncertainties. Although the Company believes that the expectations reflected in these forward‐looking statements are reasonable, undue reliance should not be placed on them as actual results may differ materially from the forward‐looking statements. Factors that could cause the actual results to differ materially from those in forward‐looking statements include general business, economic, competitive and social uncertainties; and the delay or failure to receive all applicable regulatory and third party approvals, and availability of financing. The forward‐looking statements contained in this press release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward‐looking statements or information, except as required by law.