NI.RT \ JasonHuang
https://www.sedar.com/CheckCode.do;jsessionid=0000iE2T4qZFcyBiDFaj7rcumCr:-1
TO: Holders of Common Shares of Victory Nickel Inc.
Victory Nickel Inc. (“Victory Nickel” or the “Corporation”) is issuing to the holders of its outstanding
common shares (each, a “Common Share”) of record at the close of business on July 9, 2009 (the
“Record Date”) rights (each, a “Right”) to subscribe for units of the Corporation (each, a “Unit”) on the
terms set forth herein (the “Offering”). Rights will be evidenced by transferable rights certificates (each,
a “Rights Certificate”). Each registered holder of Common Shares on the Record Date will receive one
Right for each one Common Share held. Four Rights plus the sum of $0.06 (the “Subscription Price”)
are required to subscribe for one Unit (the “Basic Subscription Privilege”). Each Unit shall consist of
one Common Share and one-half of one Common Share purchase warrant (each whole Common Share
purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one Common
Share (each, a “Warrant Share”) at an exercise price of $0.12 per Warrant Share during the12 month
period beginning at 9:00 a.m. (Toronto time) on August 18, 2010 (the “Warrant Commencement
Date”) and ending at 4:00 p.m. (Toronto time) on August 18, 2011 (the “Warrant Expiry Date”). No
fractional securities will be issued. The Rights expire at 4:00 p.m. (Toronto time) on August 17, 2009
(the “Expiry Time”), after which time unexercised Rights will be void and without value. See “Details
of the Rights and the Units - Rights”. The Rights, Units, Common Shares, Warrants and Warrant Shares
shall, as the context requires, be hereinafter referred to as the “Securities”.
Number of Rights: 261,959,809
Record Date: July 9, 2009
Expiry Time: 4:00 p.m. (Toronto time) on August 17, 2009
Subscription Price: $0.06 per Unit
Basic Subscription Privilege: Four Rights plus $0.06 entitle the holder to subscribe for one
Unit. Each Unit is comprised of one Common Share and onehalf
of one Warrant. See “Details of the Rights and the Units -
Units”.
Additional Subscription Privilege: Holders who have exercised all of their Rights may subscribe
for additional Units not taken up under the initial subscription
at a price of $0.06 per Unit.
Maximum Number of Units to be
Issued:
65,489,952