FPX Nickel Corp.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or any state securities laws. Accordingly, these securities may not be offered or sold in the United States of America, its territories and possessions, any state of the United States and the District of Columbia (the “ United States ”) except in compliance with an exemption from the registration requirements of the U.S. Securities Act and all applicable state securities laws of the United States. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States. See “Plan of Distribution”.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request, without charge from the Corporate Secretary of FPX Nickel Corp., at 1155 West Pender Street, Suite 620, Vancouver, British Columbia, Canada, V6E 2P4, telephone (604) 681-8600 and are also available electronically at www.sedar.com.

SHORT FORM PROSPECTUS

NEW ISSUE

MARCH 31, 2021

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C$14,000,350

21,539,000 Common Shares

This short form prospectus (the “ Prospectus ”) qualifies the distribution (the “ Offering ”) of an aggregate of 21,539,000 common shares (the “ Securities ” or “ Offered Shares ”) in the capital of FPX Nickel Corp. (“ FPX Nickel ” or the “ Company ”) at a price of $0.65 per Offered Share (the “ Offering Price ”) for gross proceeds of $14,000,350.

The Offering is being conducted pursuant to an underwriting agreement (the “ Underwriting Agreement ”) dated as of March 23, 2021 among the Company and Paradigm Capital Inc. and Cormark Securities Inc. as co-lead underwriters (together, the “ Underwriters ”). The Offering Price was determined by arm’s length negotiation between the Company and the Underwriters with reference to the prevailing market price of the Company’s common shares (the “ Common Shares ” or the “ Shares ”). See “ Plan of Distribution ”.

$0.65 per Offered Share

Per Offered Share Total(3)	Price to the Public Underwriting Commission(1) Net Proceeds to the Company(2)
	$0.65 $0.039 $0.611 $14,000,350 $840,021 $13,160,329

(1) Pursuant to the Underwriting Agreement, the Company has agreed to pay to the Underwriters a fee (the “ Underwriting Commission ”) representing 6.0% of the aggregate gross proceeds of the Offering, including proceeds realized from the sale of any Additional Shares (as hereinafter defined). As additional consideration for the services rendered in connection with the Offering, the Company has agreed to issue to the Underwriters, compensation options (“ Compensation Options ”) exercisable to acquire that number of Common Shares as is equal to 6.0% of the total number of Offered Shares sold under the Offering (including Additional Shares), at the Offering Price for a period of 24 months following the Closing Date (as hereinafter defined). This Prospectus also qualifies the distribution of the Compensation Options. See “ Plan of Distribution ”.

(2) After deducting the Underwriting Commission, but before deducting expenses related to the Offering (estimated at C$350,000) which will be paid from the net proceeds of the Offering.

(3) The Company have granted to the Underwriters an over-allotment option (the “ Over-Allotment Option ”) to purchase up to an additional 15% of the Offered Shares sold pursuant to the Offering, being 3,230,850 Common Shares (the “ Additional Shares ”), which is exercisable in whole or in part for a period of 30 days from (and including) the Closing Date (as hereinafter defined) of the Offering to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the Price to the Public, Underwriting Commission and Net Proceeds to the Company will be $16,100,402.50, $966,024.15 and $15,134,378.35, respectively. This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Additional Shares issuable on exercise of the Over-Allotment Option. A purchaser who acquires the Additional Shares forming part of the Underwriters’ over-allocation position acquires those shares under this Prospectus, regardless of whether the over-allocation position is ultimately filled through exercise of the Over-Allotment Option or secondary market purchases. See “ ” Plan of Distribution . Unless the context otherwise requires, any reference to the “Offering”, “Offered Shares”, “Securities”, “Common Shares”,
“Shares”, and “Compensation Options” in this Prospectus includes all securities issuable pursuant to the Over-Allotment Option.

The following table sets forth the maximum number of additional securities that may be granted by the Company to the Underwriters in connection with the Offering.

Underwriters’ Position	Number of Offered Shares Available	Exercise Period	Exercise Price
Over-Allotment Option	3,230,850Common Shares	For a period of30days from (and including) the Closing Date	$0.65per Additional Share
Compensation Options	1,486,191 Common Shares(1)	For a period of 24 months following the Closing Date	$0.65 per Compensation Option

(1) 1,292,340 Common Shares if the Over-Allotment Option is not exercised.

The Underwriters, as principals, conditionally offer the Offered Shares, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under “ Plan of Distribution ”, subject to the approval of certain legal matters on behalf of the Company by DLA Piper (Canada) LLP and on behalf of the Underwriters by Borden Ladner Gervais LLP.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. It is expected that the closing of the Offering will take place on or about April 7, 2021 or such other date as may be agreed upon by the Company and the Underwriters (the “ Closing Date ”), but in any event no later than 42 days after the date of the final receipt for this Prospectus. It is expected that, except in limited circumstances, the Company will arrange for the instant deposit of the Offered Shares distributed under this Prospectus under the book-based system of registration, to be registered to CDS Clearing and Depository Services Inc. (“ CDS ”) and deposited with CDS on the Closing Date. Except in limited circumstances, no certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares and purchasers of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant (a “ CDS Participant ”) and from or through whom a beneficial interest in the Offered Shares is purchased.

The Common Shares will be offered in each of the Provinces of British Columbia, Alberta and Ontario, through those Underwriters or their affiliates who are registered to offer the securities for sale in such provinces and such other registered dealers as may be designated by the Underwriters. Subject to applicable laws, the Underwriters may offer the Common Shares in the United States and such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters. Subject to applicable laws, the Underwriters may effect transactions intended to stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. After the Underwriters have made reasonable efforts to sell all of the Offered Shares at the Offering Price, such price may be decreased, and further changed from time to time, to an amount not greater than the Offering Price. Any such reduction will not affect the proceeds received by the Company. See “ Plan of Distribution ”.

The outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “FPX”. The closing price of the Common Shares on the TSXV on March 16, 2021, the day prior to the public announcement of the Offering, was $0.72. On March 30, 2021, being the last day on which the Common Shares traded prior to the filing of this Prospectus, the closing price of the Common Shares on the TSXV was $0.69. The TSXV

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has conditionally approved the listing of the Offered Shares being distributed under the Offering (including the Additional Shares pursuant to the Over-Allotment Option and the Common Shares issuable upon the exercise of the Compensation Options), subject to the Company fulfilling all the listing requirements of the TSXV.

Prospective investors should be aware that the acquisition of the Securities may have tax consequences that may not be fully described in this Prospectus, and should carefully review the tax discussion, if any, contained in this Prospectus and consult their own tax advisors with respect to their own particular circumstances.

Investing in the Securities involves significant risks. Prospective investors should carefully consider the risk factors described under the heading “Risk Factors” in this Prospectus and in the documents incorporated by reference herein.

The Company’s head office is located at 1155 West Pender Street, Suite 620, Vancouver, British Columbia, Canada, V6E 2P4. The Company’s registered and records office is located at Bennett Jones LLP, 4500 Bankers Hall East, 855 Second Street SW, Calgary, Alberta, Canada, T2P 4K7.

James S. Gilbert is a director of the Company and resides outside of Canada. Mr. Gilbert has appointed FPX Nickel Corp. at 1155 West Pender Street, Suite 620, Vancouver, British Columbia, Canada, V6E 2P4 as his agent for service of process in Canada. Investors are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

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Page ABOUT THIS PROSPECTUS ................................................................................................................................................. 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION ............................................................... 1 CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ...................................................................... 3 MINERAL RESERVE AND RESOURCE DISCLOSURE ..................................................................................................... 3 ELIGIBILITY FOR INVESTMENT ........................................................................................................................................ 4 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................ 4 MARKETING MATERIALS ................................................................................................................................................... 5 BUSINESS OF THE COMPANY ............................................................................................................................................ 5 RISK FACTORS ...................................................................................................................................................................... 6 USE OF PROCEEDS ............................................................................................................................................................... 9 CONSOLIDATED CAPITALIZATION ................................................................................................................................ 11 PLAN OF DISTRIBUTION ................................................................................................................................................... 11 DESCRIPTION OF SECURITIES BEING DISTRIBUTED ................................................................................................. 14 PRIOR SALES ....................................................................................................................................................................... 14 PRICE RANGE AND TRADING VOLUME ........................................................................................................................ 15 DIVIDEND POLICY.............................................................................................................................................................. 16 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ......................................................................... 16 TRANSFER AGENT AND REGISTRAR ............................................................................................................................. 19 INTEREST OF EXPERTS ..................................................................................................................................................... 19 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ..................................................................................... 20 APPENDIX 1 ...................................................................................................................................................................... A-1 CERTIFICATE OF FPX NICKEL CORP. ........................................................................................................................ C-1 CERTIFICATE OF THE UNDERWRITERS ................................................................................................................... C-2

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ABOUT THIS PROSPECTUS

In this Prospectus, unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” refer to FPX Nickel Corp. and our direct and indirect subsidiaries.

You should rely only on the information contained in or incorporated by reference in this Prospectus in connection with an investment in the Securities. We have not authorized anyone to provide you with different information. We are not making an offer of the Securities in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus is accurate only as of the date on the front of this Prospectus and that the information appearing in any document incorporated by reference herein is accurate only as of the date of that document unless specified otherwise, regardless of the time of delivery of this Prospectus or of any sale of the securities pursuant hereto. Our business, financial condition, financial performance and prospects may have changed since those dates.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus, including the documents incorporated by reference herein, contains “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws (collectively, “ forward-looking statements ”). Forward-looking statements are provided as of the date of this Prospectus and the Company does not intend and does not assume any obligation to update this forward-looking information, except as required by applicable law.

All statements, other than statements concerning historical fact, included and incorporated by reference herein that address events or developments that we expect to occur in the future are forward-looking statements. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking statements are based on reasonable assumptions that have been made by the Company as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to:

risks related to the Company’s limited operating history and losses;
risks related to the Company’s discretion in the use of net proceeds from the Offering;
resource exploration and development risks, including with respect to the early exploration and development stage of the Company;
risks and hazards inherent in mining and processing;
risks related to the COVID-19 pandemic;
risks related to the Company’s financing requirements and ability to continue as a going concern;
volatility in the price of minerals;
the imprecision of mineral resource estimates;
dependence on key management personnel;
volatility in the market price of the Company’s shares;
risks related to the competitive nature of the business of the Company;
risks related to the Company’s compliance with environmental laws and liability for environmental contamination;
risks in the section titled “Risk Factors” in the Annual Information Form (as such term is defined below) and incorporated by reference herein; and
risks in the section titled “Risk Factors Relating to the Company’s Business” in the Interim MD&A and Annual MD&A (as such terms are defined below) and incorporated by reference herein.

Forward-looking statements included or incorporated by reference in this Prospectus include, but are not limited to, statements regarding:

the Offering;
the intended use of proceeds from the Offering;
expectations for 2021 and 2022, including the Company’s plans for discovery or acquisition of additional mineral projects;
expected working capital requirements;
proposed exploration and evaluation activities;
expectations relating to the receipt of regulatory approvals, permits and licenses under governmental and regulatory regimes;
future sources of liquidity and access to financing;
corporate social responsibility and relationships with communities;
general exploration plans, exploration and development expenditures;
reclamation costs;
future royalty and tax payments and rates;
exploration and development of the Baptiste Nickel Project (as such term is defined below)
cash flows and their uses; and
the Company’s drill results, geology and mineral resource estimates and metallurgical recoveries.

Estimates of mineral resources and mineral reserves are also forward-looking statements because they involve estimates of mineralization that will be encountered in the future, and projections regarding other matters that are uncertain, such as future costs and commodity prices. Mineral resource estimates and certain other technical and scientific information are based on the assumptions and parameters set out herein, in the Technical Report (as such term is defined below) and on the opinion of “qualified persons” (as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”)).

Forward-looking information is based on assumptions management believes to be reasonable, including but not limited to favourable equity markets; assumptions underlying present and future business strategies and about the environment in which the Company will operate in the future, including the continued operation of the project exploration and development at the Baptiste Nickel Project, that no material adverse change in the market price of commodities occurs, that the exploration and development operations will operate in accordance with public statements and achieve their stated outcomes, and such other assumptions and factors as set out therein; assumptions made in determining the mineral resource and mineral reserve estimates, including, but not limited to, geological interpretation, grades, metal price assumptions, metallurgical and mining recovery rates, geotechnical and hydrogeological assumptions, capital and operating cost estimates, and general marketing, political, business and economic conditions, as applicable; ability to develop infrastructure; assumptions made in the interpretation of drill results, geology, grade and continuity of mineral deposits; expectations regarding access and demand for equipment, skilled labour and services needed for exploration and development of mineral properties; and that activities will not be adversely disrupted or impeded by exploration, development, operating, regulatory, political, community, economic and/or environmental risks. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those contained in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

Prospective purchasers of Securities and readers of this Prospectus should also review the risk factors set out in this Prospectus under the heading “Risk Factors”, and in the documents incorporated by reference herein, including in the section titled “Risk Factors” in the Annual Information Form and in the section titled “Risk Factors Relating to the Company’s Business” in the Interim MD&A and Annual MD&A. Further discussion of certain risks affecting the Company in connection with its business are provided in the Company’s disclosure documents filed with the various securities regulatory authorities and incorporated by reference in this Prospectus.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

Unless stated otherwise or the context otherwise requires, all references to dollar amounts in this Prospectus are references to Canadian dollars. All references to “$”, “C$” or “dollars” are to Canadian dollars and references to “US$” are to United States dollars.

The audited consolidated financial statements of the Company as at and for the financial years ended December 31, 2019 and 2018, together with the notes thereto and the auditor’s reports thereon (the “ Annual Financial Statements ”) and the Company’s unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2020 and September 30, 2019 (the “ Interim Financial Statements ”) are presented in Canadian dollars and are incorporated by reference in this Prospectus.

The rate of exchange on March 30, 2021 as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$1.00 equals C$1.26.

MINERAL RESERVE AND RESOURCE DISCLOSURE

Mineral resources that are not mineral reserves do not have demonstrated economic viability. Confidence in an inferred mineral resource estimate is insufficient to allow meaningful application of the technical and economic parameters to enable an evaluation of economic viability sufficient for public disclosure, except in certain limited circumstances set out in NI 43-101. The mineral resource figures referred to in this Prospectus and the documents incorporated herein by reference are estimates and no assurances can be given that the indicated levels of metals will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.

ELIGIBILITY FOR INVESTMENT

In the opinion of DLA Piper (Canada) LLP, counsel to the Company, and Borden Ladner Gervais LLP, counsel to the Underwriters, based on the current provisions of the Income Tax Act (Canada) (the “ Tax Act ”) and the regulations thereunder (the “ Regulations ”), the Offered Shares, if issued on the date hereof, would be “qualified investments” under the Tax Act and the Regulations for trusts governed by a “registered retirement savings plan”, “registered retirement income fund”, “tax-free savings account”, “registered education savings plan”, “registered disability savings plan” (collectively referred to as “ Registered Plans ”) and a “deferred profit sharing plan”, provided that the Offered Shares are listed on a designated stock exchange for the purposes of the Tax Act (which currently includes the TSXV).

Notwithstanding that an Offered Share may be a qualified investment for a Registered Plan, if the Offered Share is a “prohibited investment” within the meaning of the Tax Act for the Registered Plan, the holder, annuitant or subscriber of the Registered Plan, as the case may be, will be subject to penalty taxes as set out in the Tax Act. The Offered Shares will not generally be a “prohibited investment” for a Registered Plan if the holder, annuitant or subscriber, as the case may be, (i) deals at arm’s length with the Company for the purposes of the Tax Act and (ii) does not have a “significant interest” (as defined in the Tax Act) in the Company. In addition, the Offered Shares will not be a “prohibited investment” if the Offered Shares are “excluded property” within the meaning of the Tax Act for the Registered Plan.

Holders, annuitants and subscribers of Registered Plans should consult their own tax advisors with respect to whether Offered Shares would be a prohibited investment having regard to their particular circumstances.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in British Columbia, Alberta and Ontario (collectively, the “Commissions”). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at 1155 West Pender Street, Vancouver, British Columbia, Canada, V6E 2P4, telephone (604) 681-8600. These documents are also available through the internet on SEDAR, which can be accessed online at www.sedar.com.

The following documents have been filed by the Company with the Commissions and are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form of the Company dated March 26, 2020 for the financial year ended December 31, 2019 (the “ Annual Information Form ” or “ AIF ”) and filed on March 26, 2020;
(b) the Annual Financial Statements filed on March 26, 2020;
(c) the management’s discussion and analysis of the Company for the financial year ended December 31, 2019 filed on March 26, 2020 (the “ Annual MD&A ”);
(d) the technical report titled “NI 43-101 Technical Report – Preliminary Economic Assessment – Baptiste Nickel Project, British Columbia, Canada” dated September 29, 2020 (with an effective date of September 9, 2020), as amended March 17, 2021 and filed on March 17, 2021 (the “ Technical Report ”);
(e) the Interim Financial Statements filed on November 25, 2020, excluding the Notice of No Auditor Review of Interim Financial Statements contained therein;
(f) the management’s discussion and analysis of the Company for the period ended September 30, 2020 filed on November 25, 2020 (the “ Interim MD&A ”);

(g) the management information circular of the Company dated April 29, 2020 prepared for the purposes of the annual general and special meeting of shareholders of the Company held on May 28, 2020 and filed on May 1, 2020;
(h) the material change report dated and filed on February 11, 2021 with respect to the announcement of the closing of a shares for debt transaction, whereby an aggregate of $3,453,051 in debt was extinguished by the issuance of 5,312,386 Common Shares;
(i) the material change report dated October 29, 2020 and filed on October 30, 2020 with respect to the announcement of the closing of a non-brokered private placement for gross proceeds of $4,930,000 and a concurrent shares for debt transaction whereby an aggregate of $4,262,521 in debt was extinguished by the issuance of 7,750,037 Common Shares; and
(j) the material change report dated April 12, 2020 and filed on April 13, 2020 with respect to the announcement of the closing of a non-brokered private placement for gross proceeds of $1,500,000.

Any document of the types referred to in the preceding paragraph or of any other type required to be incorporated by reference into a short form prospectus pursuant to National Instrument 44-101 – Short Form Prospectus Distribution s (excluding confidential material change reports) that are filed by us with a Commission after the date of this Prospectus and prior to the termination of the Offering under this Prospectus shall be deemed to be incorporated by reference in this Prospectus.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.

Reference to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Company disclaims any such incorporation by reference.

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements ) utilized by the Underwriters in connection with the Offering is not part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any other marketing materials filed on SEDAR at www.sedar.com after the date of this Prospectus but before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference in this Prospectus.

BUSINESS OF THE COMPANY

The Company is a mineral exploration and development company that since 2007 has been focused on the exploration and development of properties containing awaruite, a nickel-iron alloy. The Company holds a 100% interest in five awaruite properties: four in British Columbia, and one in the Yukon Territory. None of its properties has been advanced to the point where a production decision can be made. Consequently, the Company has no

producing properties and therefore no sales or revenues. The Company’s material property is the Baptiste nickel project (the “ Baptiste Nickel Project ”), which consists of a contiguous group of 62 mineral claims covering 24,740 hectares located in the Mount Sidney Williams area 90 kilometres northwest of Fort St. James in central British Columbia.

The Technical Report on the Baptiste Nickel Project discloses the following results and assumptions (and the summary chapter from the Technical Report is reproduced in its entirety in Appendix 1 attached hereto):

Table 1A – Baptiste Nickel Project PEA Results (all in US$)

Results
Pre-tax NPV(8% discount rate)	US$2.93 billion
Pre-tax IRR	22.5%
Paybackperiod(pre-tax)	3.5years
After-tax NPV(8% discount rate)	US$1.72 billion
After-tax IRR	18.3%
Paybackperiod(after-tax)	4.0years
Net cash flows(after-tax,undiscounted)	US$8.73 billion
C1 operatingcosts(1)	US$2.74/lb nickel
AISC costs(2)	US$3.12/lb nickel

Table 1B – Baptiste Nickel Project PEA Assumptions (all in US$)

Assumptions
Processingthroughput	120,000 tonnesper day
Mine life	35years
Life-of-mine strippingratio(tonnes:tonnes)	0.40:1
Life-of-mine average annual nickelproduction	99million lbs.
Nickelprice(3)	US$7.75/lb
Baptisteproductpayability (% of nickelprice)	98%
Pre-production capital expenditures	US$1.67 billion
Sustainingcapital expenditures	US$1.11 billion
Exchange rate	0.76 US$/C$

Notes

(1) C1 operating costs are the costs of mining, milling and concentrating, on-site administration and general expenses, metal product treatment charges, and freight and marketing costs less the net value of by-product credits, if any. These are expressed on the basis of per unit nickel content of the sold product.

(2) AISC costs comprise the sum of C1 costs, sustaining capital, royalties and closure expenses. These are expressed on the basis of per unit nickel content of the sold product.

(3) Nickel price is based on the average of six long-term analyst forecast prices.

The preliminary economic assessment contained in the Technical Report is preliminary in nature and includes inferred mineral resources considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Furthermore, there is no certainty that the conclusions or results as reported in the Technical Report will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

RISK FACTORS

Investing in the Offered Shares involves a high degree of risk. In addition to the other information included or incorporated by reference in this Prospectus, you should carefully consider the risks described below before purchasing the Securities. If any of the following risks actually materialize, our business, financial condition, financial performance and prospects could materially suffer. As a result, the trading price of the Company’s securities, including the Common Shares, could decline, and you might lose all or part of your investment. The risks set out below are not the only risks we face; risks and uncertainties not currently known to us

or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, financial performance and prospects. Before making an investment decision, you should carefully consider the risks and uncertainties described below and in the “Risk Factors” section of our AIF and in the section titled “Risk Factors Relating to the Company’s Business” in the Interim MD&A and Annual MD&A, as well as the other information contained in or incorporated by reference in this Prospectus, including our consolidated financial statements and related notes and elsewhere in our AIF.

Risks Related to the Offering

Risk of Investment

The Company is in the business of exploring mineral properties, which is a highly speculative endeavor. In addition, investors should appreciate that the value of the Common Shares may rise or fall depending on a range of factors beyond the control of the Company. There is no guarantee that an investment in the Common Shares will earn any positive return in the short term or long term. An investment in the Common Shares should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Common Shares is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment.

Limited Operating History: Losses

The Company has a history of losses and has no revenues from operations. None of the Company’s properties is currently in production, and there is no certainty that the Company will succeed in advancing any of its properties to production in the near future, if at all. The Company has no proven history of performance, revenues, earnings or success. The Company anticipates continued losses for the foreseeable future until it can successfully place one or more of its properties into commercial production on a profitable basis. It could be years before the Company receives any revenues from any production of metals, if ever. If the Company is unable to generate revenues with respect to its properties, the Company will not be able to earn profits which would adversely affect its business and prospects.

Market Price of the Shares

Securities of mineral companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic conditions in North America and globally, and market perceptions of the attractiveness of particular industries or sectors. The price of the Shares is also likely to be significantly affected by short-term changes in the price of nickel, currency exchange fluctuations, or its financial condition or results of exploration activities on its projects. In addition, COVID-19, and the restrictions and disruptions related to it, may have an adverse effect on the market price of commodities and on the shares of mineral resource companies generally.

Other factors unrelated to the performance of the Company that may have an effect on the price of the Shares include: the extent of analyst coverage available to investors concerning the business of the Company may be limited if investment banks with research capabilities do not follow the Company; lessening in trading volume and general market interest in the Shares may affect an investor’s ability to trade significant numbers of Shares of the Company; the size of the Company’s public float and whether it is included in market indices may limit the ability of some institutions to invest in the Shares; and, a substantial decline in the price of the Shares of the Company that persists for a significant period of time could cause the Shares to be delisted from an exchange, further reducing market liquidity. If an active market for the Shares does not continue, the liquidity of an investor’s investment may be limited, and the price of the Shares may decline. If an active market does not exist, investors may lose their entire investment in the Company. As a result of any of these factors, the market price of the Shares at any given point in time may not accurately reflect the long-term value of the Company. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Discretion in the Use of Net Proceeds from the Offering

The Company currently intends to apply the net proceeds received from the Offering as described below under the heading “ Use of Proceeds ”. However, management of the Company will have discretion concerning the use of the net proceeds of the Offering as well as the timing of their expenditures. As a result, an investor will be relying on the judgment of management for the application of the net proceeds of the Offering. Management may use the net proceeds of the Offering in ways that an investor may not consider desirable. The results and the effectiveness of the application of proceeds are uncertain. If the proceeds are not applied effectively, the Company’s results may suffer.

The Common Shares do not Pay Dividends

No dividends on the Common Shares have been declared or paid to date. The Company anticipates that, for the foreseeable future, it will retain its cash resources for the operation and development of its business. Payment of any future dividends will be at the discretion of the board of directors of the Company after taking into account many factors, including earnings, operating results, financial condition, current and anticipated cash needs and any restrictions in future financing agreements, and the Company may never pay dividends.

Potential Need for Additional Financing

The Company has no operating revenues, but has significant operational expenses. There is no assurance that the Company will be successful in obtaining additional financing through equity, debt or other means, if required, or that such additional funding will be available on terms acceptable to the Company. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing debt and equity market conditions, the price of nickel, the business performance of the Company and other factors outlined herein and in the AIF.

If the Company raises additional funds through the sale of equity securities or securities convertible into equity securities, shareholders may have their equity interest in the Company diluted, resulting in dilution of their voting power and earnings per share.

Risk Related to the Business of the Company

Uncertainty Related to Unsettled First Nations Rights and Title in British Columbia

The nature and extent of First Nations rights and title remains the subject of active debate, claims and litigation in British Columbia. First Nations in British Columbia have made claims of aboriginal rights and title to substantial portions of land and water in the province, including areas where the Company’s operations are situated, creating uncertainty as to the status of competing property rights. The Supreme Court of Canada has held that indigenous groups may have a spectrum of aboriginal rights in lands that have been traditionally used or occupied by their ancestors. Such aboriginal rights and title are not absolute and may be infringed by government in furtherance of a legislative objective, subject to meeting a justification test. The effect of such claims on any particular area of land will not be determinable until the exact nature of historical use, occupancy and rights to such property have been clarified by a decision of the Courts or definition in a treaty. First Nations in the province are seeking settlements including compensation from governments with respect to these claims, and the effect of these claims cannot be estimated at this time. The federal and provincial governments have been seeking to negotiate settlements with indigenous groups throughout British Columbia in order to resolve many of these claims. Any settlements that may result from these negotiations may involve a combination of cash, resources, grants of conditional rights to undertake traditional pursuits (like hunting, gathering, trapping and fishing) on public lands, and some rights of self-government. The issues surrounding aboriginal title and rights are not likely to be resolved in the near future.

In a landmark decision in 2004, the Supreme Court of Canada determined that there is a duty on government to consult with and, where appropriate, accommodate First Nations where government decisions may impact on claimed, but as yet unproven, aboriginal rights or title. This decision also provided much needed

clarification of the duties of consultation and accommodation. This decision was reinforced in a 2010 decision of the Supreme Court of Canada, in which the Court reaffirmed and restated the test for determining when the duty to consult arises. The Court has made clear that third parties are not responsible for consultation or accommodation of indigenous interests and that this responsibility lies with government. However, government permits, including environmental and mine permits, will not be granted by provincial and federal agencies unless they are satisfied that the duty to consult and accommodate has been fully met. In 2005, the Supreme Court of Canada confirmed that this duty exists with respect to claimed treaty rights.

Additional uncertainty has arisen due to the recent decision of the Supreme Court of Canada in Tsilhqot’in Nation v. British Columbia (2014 SCC 44), which recognized the Tsilhqot’in Nation as holding aboriginal title to approximately 1,900 square kilometres of territory in the interior of British Columbia. This decision represents the first successful claim for aboriginal title in Canada and may lead other First Nations in British Columbia to pursue aboriginal title in their traditional land-use areas. Our mineral claims lie within territory claimed by First Nations. Given the unsettled nature of land claims and treaty rights in British Columbia, there can be no guarantee that there will not be delays in any required approvals, unexpected interruptions in project progress, requirements for First Nations consent, cancellation of permits and licences, or additional costs to advance the Company’s projects.

In addition, the Government of Canada has expressed a renewed commitment to implementing the United Nations Declaration of the Rights of Indigenous People (“ UNDRIP ”), and more recently, the Government of British Columbia passed legislation to incorporate the UNDRIP into the laws of British Columbia. The UNDRIP requires governments to obtain the free, prior, and informed consent of indigenous peoples who may be affected by government action, such as the granting of mining concessions or approval of mine permits. In order to facilitate mine permitting, construction, commencement and/or expansion of mining activities, we may deem it necessary and prudent to try to obtain the cooperation and approval of the local First Nations groups. Any cooperation and approval may be predicated on our committing to take measures to limit the adverse impacts on local First Nations groups and ensuring that some of the economic benefits of the construction and mining activity will be enjoyed by the local First Nations groups. There can be no guarantee that any of our efforts to secure such cooperation or approval would be successful or that the assertion of First Nations rights and title, or claims of insufficient consultation or accommodation, will not create delays in project approval or unexpected interruptions in project progress, requirements for First Nations consent, cancellation of permits and licences, or result in additional costs to advance our project.

USE OF PROCEEDS

The estimated net proceeds received by the Company from the Offering (assuming no exercise of the OverAllotment Option) will be C$13,160,329 (determined after deducting the full Underwriting Commission of C$840,021, but before deducting expenses related to the Offering estimated at C$350,000). If the Over-Allotment Option is exercised in full, the estimated net proceeds received by the Company from the Offering will be C$15,134,378.35, (determined after deducting the full Underwriting Commission of C$966,024.15, but before deducting estimated expenses of the Offering of C$350,000).

The net proceeds of the Offering are expected to be applied to the business objectives and items, and associated costs, as follows:

		Approximate use of net proceeds
Activity	Description
BAPTISTE NICKEL PROJECT EXPENDITURES
Geology and Drilling	Improve the Baptiste Nickel Project’s database, update near-surface inferred resources	$1,180,000
Metallurgical Testwork	Drilling and sample collection, grindability/magnetic/flotation recovery, leaching,variabilityassessment,thickening,FeNiproduct sample	$1,880,000
Geotechnical	External TailingStorage Facility,waste dumps, pit walls,site	$1,320,000

		Approximate use of net proceeds
Activity	Description
Environmental and Community	Baseline study, community engagement activities	$3,100,000
Studies	Pre-FeasibilityStudy	$2,000,000
Owner’s costs	PFS owner’s team costs and expenses (salaries, consulting fees and travel and other associated expenses incurred for the PFS)	$1,520,000
Subtotal		$11,000,000
OTHER EXPENDITURES
Van Target	Drilling, sampling and assaying	$1,400,000
Corporate	Working capital	$760,329
TOTAL		$13,160,329

In the event that the Over-Allotment Option is exercised in full, the additional estimated net proceeds of C$1,974,049.35 (determined after deducting the Underwriting Commission, but before deducting estimated expenses of the Offering) will be spent on pilot-plant testwork to confirm that the proposed processing circuit for the recovery of a high grade nickel concentrate performs as expected and to generate the data needed for detailed design and costing of the actual processing circuit, and results-driven follow-on exploration drilling on the Van Target. The Company intends to spend the proceeds of the Offering available to it as stated in this Prospectus for a period of a minimum 18 months, based on current knowledge and planning by management of the Company. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary.

Although the Company intends to use the net proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary from those allocations set out above, depending on the current COVID-19 pandemic as well as future developments in relation to the Company’s mineral properties or unforeseen events, including those listed under the “Risk Factors” section of this Prospectus and the AIF. Certain of the net proceeds, including general working capital, are currently unallocated and as such may be expended at the discretion of management of the Company. Pending the use of the net proceeds, the funds will be invested in guaranteed investment certificates and other quality short term investments at the discretion of management.

The Company generates no operating revenue from the exploration activities on its property interests and has negative cash flow from operating activities. The Company anticipates that it will continue to have negative cash flow until such time that commercial production is achieved at a particular project. To the extent that the Company has negative operating cash flows in future periods in excess of amounts disclosed above in the Use of Proceeds table, it may need to deploy a portion of its existing working capital to fund such negative cash flow.

Business Objectives and Milestones

The Company’s focus is on advancing the Baptiste Nickel Project and testing the mineralization at the Van Target at the Decar Nickel District. It intends to apply the funds from the Offering towards:

completing the pre-feasibility study for the Baptiste Nickel Project;
drilling and sampling at the Van Target; and
for general working capital (general and administrative, and operating expenses, including salaries).

It should be noted that the Company will need to successfully complete certain key milestones (i.e. geology and drilling, metallurgical testwork, geotechnical work, environmental and community study and activities, and the

pre-feasibility study) as noted in the table above (along with the associated cost of each business objective and milestone) prior to being able to achieve its main business objective of advancing the Baptiste Nickel Project.

CONSOLIDATED CAPITALIZATION

Other than as listed in the “ Prior Sales ” section of this Prospectus, and other than as a result of this Offering, there have been no material changes in the Company’s capital structure on a consolidated basis since September 30, 2020, the date of the Interim Financial Statements. The following table shows the consolidated capitalization of the Company as at the date of the Company’s Interim Financial Statements and as at such date after giving effect to the Offering. There have been a number of changes in the consolidated capitalization of the Company subsequent to the Interim Financial Statements. An aggregate of 22,026,059 shares have been issued as noted in material change reports filed on October 30, 2020 and February 11, 2021. In addition, subsequent to the date of the Interim Financial Statements, an aggregate of 1,200,000 shares have been issued pursuant to the exercise of stock options. The following table should be read in conjunction with the Interim Financial Statements and the management’s discussion and analysis of the Company related thereto, each of which are incorporated by reference into this Prospectus:

Designation of Shares Common	Number of Common Shares Authorized Unlimited	Outstanding on September 30, 2020 Outstanding on September 30, 2020 after giving effect to the Offering(1)(2) 164,262,004 185,801,004	Outstanding on March 31, 2021(3) Outstanding on March 31, 2021 after giving effect to the Offering(4) 187,488,063 209,027,063

Notes

(1) As of September 30 2020, there were 14,850,000 stock options outstanding pursuant to the Company’s stock option plan (the “ Option Plan ”). Based on the Company having 164,262,004 Common Shares outstanding on September 30, 2020, 1,576,200 stock options were available for issuance under the Option Plan.

(2) If the Over-Allotment Option granted to the Underwriters is exercised in full, this figure will be increased by an additional 3,230,850 Common Shares for a total of 189,031,854 Common Shares.

(3) As at the date hereof, there are 13,900,000 stock options outstanding pursuant to the Option Plan. Based on the Company having 187,488,063 Common Shares outstanding as of the date hereof, 4,848,806 stock options are available for issuance under the Option Plan.
(4) If the Over-Allotment Option granted to the Underwriters is exercised in full, this figure will be increased by an additional 3,230,850 Common Shares for a total of 212,257,913 Common Shares.

PLAN OF DISTRIBUTION

Under the Underwriting Agreement, the Company has agreed to sell, and the Underwriters have agreed to purchase, on the Closing Date, the Offered Shares at the Offering Price, payable in cash (net of commission and costs and expenses of the Underwriters) to the Company, against delivery of the Offered Shares, subject to compliance with all necessary legal requirements and to the conditions contained in the Underwriting Agreement.

The obligations of the Underwriters under the Underwriting Agreement may terminate at their discretion on the basis of a “material change out”, “disaster out”, “regulatory out”, “breach out” or similar provision and may also be terminated upon the occurrence of certain other stated events as set out in the Underwriting Agreement. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares (other than the Additional Shares) if any of the Offered Shares are purchased under the Underwriting Agreement.

The Offering Price was determined by arm’s length negotiations between the Company and the Underwriters.

Subscriptions for the Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice.

Offered Shares sold by the Underwriters to the public will initially be offered at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Offered Shares at the Offering Price, the

Underwriters may change the Offering Price and the other selling terms to an amount not greater than the Offering Price. Pursuant to the Underwriting Agreement, the Underwriters are obligated to purchase the Offered Shares at the prices and upon the terms stated therein and, as a result, bear any risk associated with changing the Offering Price or other selling terms.

It is expected that the Offering will be conducted under the book-based system and the Company will arrange for the instant deposit of the Offered Shares to be registered to CDS. Accordingly, except in limited circumstances, a subscriber who purchases Offered Shares will receive a customer confirmation from the Underwriters or a CDS Participant from or through whom Offered Shares are purchased. No beneficial holder of the Offered Shares will receive definitive certificates representing their Offered Shares, except in limited circumstances.

Certain of the Underwriters and their affiliates have performed investment banking, commercial banking and advisory services for the Company from time to time for which they have received customary fees and expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business.

The Offering is being made in each of British Columbia, Alberta and Ontario. The Offered Shares will be offered in Canada through the Underwriters either directly or through their agents, as applicable. Offers and sales of Offered Shares outside of Canada will be made in accordance with applicable laws and exemptions from the prospectus requirement in such jurisdictions.

The Offered Shares offered hereby have not been and will not be registered under the U.S. Securities Act or any securities laws of any state of the United States and, subject to registration under the U.S. Securities Act and applicable securities laws of any state of the United States or certain exemptions therefrom, may not be offered, sold, transferred, delivered or otherwise disposed of, directly or indirectly, within the United States. The Underwriters have agreed that, except as permitted under the Underwriting Agreement, it will not offer, sell or deliver, directly or indirectly, the Offered Shares at any time within the United States, except pursuant to an exemption from registration under the U.S. Securities Act and applicable state securities laws.

The Underwriting Agreement permits the Underwriters, acting through one or more of their registered United States broker dealer affiliates, to offer and resell Offered Shares in the United States to persons that are “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act), provided such offers and sales are made in accordance with Rule 144A under the U.S. Securities Act and in compliance with similar exemptions under applicable securities laws of any state of the United States. Moreover, the Underwriting Agreement provides that the Underwriters will offer and sell the Offered Shares outside the United States only in accordance with Rule 903 of Regulation S under the U.S. Securities Act. The Common Shares that are sold in the United States will be restricted securities within the meaning of Rule 144(a)(3) under the U.S. Securities Act and will be subject to certain restrictions on transfer.

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares in the United States. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act and similar exemptions under applicable state securities laws.

The outstanding Common Shares are listed and posted for trading on the TSXV under the symbol “FPX”. The TSXV has conditionally approved the listing of the Offered Shares being distributed under the Offering (including the Additional Shares pursuant to the Over-Allotment Option and the Common Shares issuable upon the exercise of the Compensation Options), subject to the Company fulfilling all the listing requirements of the TSXV.

The Company has granted to the Underwriters the Over-Allotment Option, exercisable in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days after and including the Closing Date, to purchase up to an additional 3,230,850 Offered Shares at the Offering Price, to cover over allotments, if any, and for market stabilization purposes.

This Prospectus also qualifies the grant of the Over-Allotment Option and the distribution of the Additional Shares.

Pursuant to the Underwriting Agreement, the Company has agreed to pay to the Underwriters the Underwriting Commission representing 6.0% of the aggregate gross proceeds of the Offering, including proceeds realized from the sale of any Additional Shares pursuant to the exercise of the Over-Allotment Option. The Company has also agreed to issue to the Underwriters, the Compensation Options, which are exercisable to acquire that number of Common Shares as is equal to 6.0% of the total number of Offered Shares sold under the Offering (including Offered Shares issued in connection with any exercise of the Over-Allotment Option), at the Offering Price for a period of 24 months following the Closing Date.

The Company has agreed in the Underwriting Agreement that the Company shall not, directly or indirectly, issue any Common Shares or securities or other financial instruments convertible into or having the right to acquire Common Shares or enter into any agreement or arrangement under which the Company will acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period of 90 days from the Closing Date, without the prior written consent of the Underwriters, such consent not to be unreasonably withheld, other than pursuant to (i) the Offering; or (ii) the exercise of options issued pursuant to the Company’s Option Plan or the issuance of securities pursuant to the exercise or conversion, as the case may be, of options or securities of the Company outstanding as of March 23, 2021.

The Company also agreed to cause the directors and officers of the Company to execute and deliver lockup agreements, in favour of the Underwriters, in a form satisfactory to the Company and the Underwriters, acting reasonably, pursuant to which such directors and officers agree not to (other than in certain circumstances) directly or indirectly, offer, sell, contract to sell, lend, swap or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with (or publicly announce any intention to do any of the foregoing), through the facilities of any stock exchange, by private placement or otherwise, any Shares or other securities of the Company held by them, for a period of 90 days from the Closing Date, unless (i) they first obtain the prior written consent of the Underwriters, which consent shall not be unreasonably withheld or delayed, (ii) there occurs a take-over bid, arrangement or similar acquisition that involves the Company, or (iii) pursuant to the exercise of options, warrants or other convertible securities of the Company existing as of March 23, 2021 .

The Company has agreed in the Underwriting Agreement to indemnify the Underwriters against certain liabilities, including liabilities under Canadian securities laws, and, where such indemnification is unavailable, to contribute to payments that the Underwriters may be required to make in respect of such liabilities.

In order to facilitate the Offering, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the market price of the Shares in accordance with applicable securities laws. Specifically, the Underwriters may sell more Common Shares than they are obligated to purchase under the Underwriting Agreement, creating a short position. A short sale is covered if the short position is no greater than the number of Common Shares available for purchase by the Underwriters under the Over-Allotment Option. The Underwriters can close out a covered short sale by exercising the Over-Allotment Option or purchasing Common Shares in the open market. In determining the source of the Common Shares to close out a covered short sale, the Underwriters will consider, among other things, the open market price of the Common Shares compared to the price available under the Over-Allotment Option. The Underwriters may also sell the Common Shares in excess of the OverAllotment Option, creating a naked short position. The Underwriters must close out any naked short position by purchasing Common Shares in the open market. Any naked short position would form part of the Underwriters’ over-allocation position. A naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market after pricing that could adversely affect investors who purchase in the Offering. As an additional means of facilitating the Offering, the Underwriters may bid for, and purchase, the Common Shares in the open market to stabilize the price of the Common Shares. These activities may raise or maintain the market price of the Shares above independent market levels or prevent or retard a decline in the market price of the Common Shares. The Underwriters are not required to engage in these activities and may end any of these activities at any time.

Pursuant to the policies of certain Canadian securities regulators, the Underwriters may not, throughout the period of distribution under this Prospectus, bid for or purchase the Common Shares. The foregoing restriction is subject to certain exceptions, including: (a) a bid or purchase permitted under the bylaws and rules of applicable regulatory authorities and stock exchanges, including the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada, relating to market stabilization and passive market making activities; (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution; (c) a bid or purchase to cover a short position entered into prior to the distribution; and (d) transactions in compliance with United States federal securities laws. Any such trades are permitted only on the condition that the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Common Shares.

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

The Company is authorized to issue an unlimited number of Common Shares without par value and an unlimited number of first and second preferred shares. As of the date hereof, there are 187,488,063 Common Shares issued and outstanding and no preferred shares issued and outstanding.

All of the issued and outstanding Common Shares have been fully paid for and none are subject to any future call or assessment. Holders of Common Shares are entitled to receive notice of, and to attend and vote at, all meetings of the shareholders of the Company and to receive all notices and other documents required to be sent to shareholders in accordance with the Company’s constating documents, corporate law and the rules of any applicable stock exchange. On a poll, every shareholder has one vote for each Common Share. All of the authorized Common Shares are of the same class and, once issued, rank equally as to dividends, voting powers and participation in assets. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds. Provisions as to the modification, amendment or variation of such rights or provisions are contained in the Business Corporations Act (Alberta) and the Company’s constating documents.

The Company has not declared any dividends or distributions on the Common Shares since our incorporation. Any future determination to pay dividends or make distributions will be at the discretion of the board of directors and will depend on our capital requirements, financial performance and such other factors as the board of directors considers relevant.

PRIOR SALES

Common Shares

There have been a number of changes in the consolidated capitalization of the Company subsequent to the Interim Financial Statements. An aggregate of 22,026,059 Common Shares have been issued as noted in material change reports filed on October 30, 2020 and February 11, 2021. In addition, subsequent to the date of the Interim Financial Statements, an aggregate of 1,200,000 shares have been issued pursuant to the exercise of stock options.

The following table summarizes details of the Common Shares issued by the Company during the 12month period prior to the date of this Prospectus.

Date of Issuance July 28, 2020 September 10, 2020 October 20, 2020 October 20, 2020 January 12, 2021	Number of Common Shares Reason for Issuance 500,000 Option exercise 450,000 Option exercise 8,963,636 Private placement 7,750,037 Shares for Debt Conversion 250,000 Option exercise	Issue Price ($) $0.15 $0.10 $0.55 $0.55 $0.45

February 10, 2021 February 11, 2021 February 22, 2021 February 26, 2021 March 8, 2021 TOTAL:	5,312,386 Shares for Debt Conversion $0.65 100,000 Option exercise $0.10 400,000 Option exercise $0.10 150,000 Option exercise $0.10 300,000 Option exercise $0.10 24,176,059

Stock Options

The following table summarizes details of the stock options issued by the Company during the 12-month period prior to the date of this Prospectus.

Date of Issuance August 14, 2020 February 10, 2021 TOTAL:		Number of Stock Options 250,000 250,000 500,000	Issue Price ($) $0.45 $0.80

PRICE RANGE AND TRADING VOLUME

Common Shares

The outstanding Common Shares are traded on the TSXV under the trading symbol “FPX”. The table below sets forth, for the periods indicated over the 12 months prior to the date of this short form prospectus, intraday high and low prices and monthly trading volumes of the Common Shares traded or quoted on the TSXV (as reported by TMX Money):

Month March 1 - 30, 2021 February 2021 January 2021 December 2020 November 2020 October 2020 September 2020 August 2020 July 2020 June 2020 May 2020 April 2020 March 2020	High ($) 0.910 0.940 0.880 0.720 0.760 0.690 0.840 0.750 0.390 0.200 0.150 0.160 0.220	Low ($) 0.650 0.680 0.600 0.580 0.485 0.450 0.580 0.345 0.175 0.140 0.130 0.125 0.110	Trading Volume
			3,680,379 5,872,054 4,826,680 3,313,994 5,099,445 2,940,224 4,660,387 3,515,289 3,762,634 1,525,887 371,441 751,632 1,982,833

At the close of business on March 30, 2021, being the last trading day prior to the date of this Prospectus, the price of the Common Shares as quoted by the TSXV was $0.69.

DIVIDEND POLICY

We have not declared any dividends or distributions on the Common Shares since our incorporation. Any future determination to pay dividends or make distributions will be at the discretion of the board of directors and will depend on our capital requirements, financial performance and such other factors as the board of directors considers relevant.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of DLA Piper (Canada) LLP, counsel to the Company, and Borden Ladner Gervais LLP, counsel to the Underwriters, the following is, as of the date hereof, a general summary of the principal Canadian federal income tax considerations under the Tax Act and the Regulations generally applicable to a holder who acquires the Offered Shares as beneficial owner pursuant to the Offering and who, at all relevant times, for the purposes of the Tax Act, deals at arm’s length with the Company and the Underwriters, is not affiliated with the Company or the Underwriters, and will acquire and hold such Offered Shares as capital property (each, a “ Holder ”), all within the meaning of the Tax Act. Offered Shares will generally be considered to be capital property to a Holder unless the Holder holds or uses the Offered Shares or is deemed to hold or use the Offered Shares in the course of carrying on a business of trading or dealing in securities or has acquired them or deemed to have acquired them in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (a) that is a “financial institution” for purposes of the “mark-tomarket property” rules in the Tax Act, (b) an interest in which is or would constitute a “tax shelter investment” (as defined in the Tax Act), (c) that is a “specified financial institution” (as defined in the Tax Act), (d) that reports its “Canadian tax results” for purposes of the Tax Act, in a currency other than Canadian currency, (e) that is exempt from tax under the Tax Act, or (f) that has entered into, or will enter into, a “synthetic disposition arrangement” or a “derivative forward agreement” (as those terms are defined in the Tax Act) with respect to the Offered Shares. Any such Holders should consult their own tax advisors to determine the particular Canadian federal income tax consequences to them of acquiring Offered Shares pursuant to the Offering.

This summary is based upon the current provisions of the Tax Act and the Regulations in force as of the date hereof, specific proposals to amend the Tax Act and the Regulations (the “ Tax Proposals ”) which have been announced by or on behalf the Minister of Finance (Canada) prior to the date hereof, the current provisions of the Canada-United States Tax Convention (1980) (the “ Canada-U.S. Tax Convention ”), and counsel’s understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”). This summary assumes that the Tax Proposals will be enacted in the form proposed and does not take into account or anticipate any other changes in law, whether by way of judicial, legislative or governmental decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax considerations discussed herein. No assurances can be given that the Tax Proposals will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to an investment in Offered Shares. This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or income tax advice to any particular Holder. Holders should consult their own income tax advisors with respect to the tax consequences applicable to them based on their own particular circumstances.

Residents of Canada

This portion of the summary is generally applicable to a Holder who, for the purposes of the Tax Act, is resident or deemed to be resident in Canada at all relevant times (a “ Resident Holder ”). Certain Resident Holders whose Offered Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election pursuant to subsection 39(4) of the Tax Act to have the Offered Shares, and every other “Canadian security” (as defined by the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult their own tax advisors for advice as

to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Taxation of Dividends

Dividends received or deemed to be received on the Offered Shares will be included in computing a Resident Holder’s income. In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the Offered Shares will be included in the Resident Holder’s income and be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received by an individual from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit for “eligible dividends” properly designated by the Company. There may be limitations on the Company’s ability to designate dividends as “eligible dividends”.

In the case of a Resident Holder that is a corporation, such dividends (including deemed dividends) received on the Offered Shares will be included in the Resident Holder’s income and will normally be deductible in computing such Resident Holder’s taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the year.

Dividends received by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

Disposition of Offered Shares

A Resident Holder who disposes of, or is deemed to have disposed of, an Offered Share (other than to the Company, unless purchased by the Company in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will realize a capital gain (or incur a capital loss) equal to the amount by which the proceeds of disposition in respect of the Offered Share exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such Offered Share immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The adjusted cost base to a Resident Holder of an Offered Share will be determined by averaging the cost of that Offered Share with the adjusted cost base (determined immediately before the acquisition of the Offered Share) of all other Common Shares held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading “ Residents of Canada - Taxation of Capital Gains and Capital Losses ”.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder must be included in the Resident Holder’s income for the taxation year in which the disposition occurs. Subject to and in accordance with the provisions of the Tax Act, one-half of any capital loss incurred by a Resident Holder (an “ allowable capital loss ”) must be deducted from taxable capital gains realized by the Resident Holder in the taxation year in which the disposition occurs. Allowable capital losses in excess of taxable capital gains for the taxation year of disposition generally may be carried back and deducted in the three preceding taxation years or carried forward and deducted in any subsequent year against net taxable capital gains realized in such years, in the circumstances and to the extent provided in the Tax Act.

A capital loss realized on the disposition of an Offered Share by a Resident Holder that is a corporation may in certain circumstances be reduced by the amount of dividends which have been previously received or deemed to have been received by the Resident Holder on the Offered Share. Similar rules may apply where a corporation is, directly or indirectly through a trust or partnership, a member of a partnership or a beneficiary of a trust that owns Offered Shares. Resident Holders to whom these rules may be relevant are urged to consult their own tax advisors.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on its “aggregate investment income” (as defined in the Tax Act) for the year, which is defined to include an amount in respect of taxable capital gains.

Capital gains realized by a Resident Holder who is an individual (including certain trusts) may result in such Resident Holder being liable for minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

Non-Residents of Canada

The following portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and at all relevant times, is neither resident nor deemed to be resident in Canada and does not use or hold, and will not be deemed to use or hold, Offered Shares in a business carried on in Canada (each, a “ Non-Resident Holder ”). The term “ U.S. Holder ”, for the purposes of this summary, means a Non-Resident Holder who, for purposes of the Canada-U.S. Tax Convention, is at all relevant times a resident of the United States and is a “qualifying person” within the meaning of the Canada-U.S. Tax Convention. In some circumstances, persons deriving amounts through fiscally transparent entities (including limited liability companies) may be entitled to benefits under the Canada-U.S. Tax Convention. U.S. Holders are urged to consult their own tax advisors to determine their entitlement to benefits under the Canada-U.S. Tax Convention based on their particular circumstances.

Special considerations, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own advisors.

Taxation of Dividends

Subject to an applicable tax treaty or convention, dividends paid or credited, or deemed to be paid or credited, to a Non-Resident Holder on the Offered Shares will be subject to Canadian withholding tax under the Tax Act at the rate of 25% of the gross amount of the dividend. Such rate is generally reduced under the Canada-U.S. Tax Convention to 15% of the gross amount of the dividend if the beneficial owner of such dividend is a U.S. Holder. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a U.S. Holder that is a company that owns, directly or indirectly, at least 10% of the voting stock of the Company.

Disposition of Offered Shares

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized by such Non-Resident Holder on a disposition of Offered Shares, unless the Offered Shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition and are not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder at the time of the disposition.

Provided the Offered Shares are listed on a “designated stock exchange” (as defined in the Tax Act) (which currently includes the TSXV) at the time of disposition, the Offered Shares will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding the disposition, the following two conditions are met concurrently: (a) the Non-Resident Holder, persons with whom the Non-Resident Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder or persons who do not deal at arm’s length with the Non-Resident Holder, or any combination of them, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Company; and (b) more than 50% of the fair market value of

the Offered Shares was derived directly or indirectly, from one or any combination of real or immovable property situated in Canada, “Canadian resource properties” (as defined in the Tax Act), “timber resource properties” (as defined in the Tax Act), and options in respect of or interests in, or for civil law rights in, any such property (whether or not such property exists).

Notwithstanding the foregoing, an Offered Share may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in particular circumstances.

The Offered Shares of a U.S. Holder will generally constitute “treaty-protected property” for purposes of the Tax Act unless the value of the Offered Shares is derived principally from real property situated in Canada. For this purpose, “real property” has the meaning that term has under the taxation laws of Canada and includes any option or similar right in respect thereof and usufruct of real property, rights to explore for or to exploit mineral deposits, sources and other natural resources and rights to amounts computed by reference to the amount or value of production from such resources.

If Offered Shares are taxable Canadian property (or deemed to be taxable Canadian property) of a NonResident Holder and are not treaty-protected property of the Non-Resident Holder at the time of their disposition, the consequences above under the subheadings “ Residents of Canada — Disposition of Offered Shares ” and “ Residents of Canada — Taxation of Capital Gains and Capital Losses ” will generally apply.

Non-Resident Holders whose Offered Shares are taxable Canadian property should consult their own advisors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal office in the City of Vancouver, British Columbia, at 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.

INTEREST OF EXPERTS

The matters referred to under “ Eligibility for Investment ” and “ Certain Canadian Federal Income Tax Considerations ” and certain Canadian legal matters relating to this Offering will be passed upon by DLA Piper (Canada) LLP on behalf of the Company and Borden Ladner Gervais LLP on behalf of the Underwriters. As of the date hereof, the designated professionals (within the meaning of Form 51-102F2 - Annual Information Form ) as a group, partners and associates of DLA Piper (Canada) LLP and Borden Ladner Gervais LLP each as a group, own, directly or indirectly, in the aggregate, less than 1% of the Company.

The technical and scientific information relating to the Baptiste Nickel Project and the Company’s other properties included or incorporated by reference in this Prospectus has been included or incorporated by reference in reliance on the report, valuation, statement or opinion of the persons described below. The following persons, firms and companies are named as having prepared or certified a report, valuation, statement or opinion in this Prospectus, either directly or in a document incorporated by reference.

Qualified Person Firm Angelo Grandillo, P. Eng., M. Eng. BBA Inc. Ronald Voordouw, P. Geo. Equity Exploration Consultants Ltd. Ronald G. Simpson, P. Geo. GeoSim Services Inc. Gordon Chen, P. Eng. Stantec Sean Ennis, P. Eng. Stantec Jeff Austin, P. Eng. IME Inc.	Description Authors of the amended and restated technical report titled “NI 43-101 Technical Report – Preliminary Economic Assessment – Baptiste Nickel Project, British Columbia, Canada” dated September 29, 2020 (with an effective date of September 9, 2020), as amended March 17, 2021.

Qualified Person Firm Peter M.D. Bradshaw, Ph. D. FPX Nickel Corp.	Description The Chairman and director of the Company who is a non-independent qualified person for all scientific and technical information included or incorporated by reference herein that is not attributed to one of the above-named persons.

Except for Dr. Bradshaw, none of the experts named in the foregoing section held, at the time they prepared or certified such statement, report, opinion or valuation, or received after such time or will receive any registered or beneficial interest, direct or indirect, in any securities or other property of the Company or one of the Company’s associates. As of the date of this Prospectus, Dr. Bradshaw holds 31,115,078 Common Shares or 16.6% of the currently issued and outstanding Common Shares (prior to giving effect to the Offering).

None of the aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned persons received or will receive a direct or indirect interest in any property of the Company or any associate or affiliate of the Company.

Except for Dr. Bradshaw, none of the aforementioned persons, nor any director, officer, employee, consultant or partner, as applicable, of the aforementioned persons is or is currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company. Dr. Bradshaw is a director and Chairman of the Company.

De Visser Gray LLP, the external auditor of the Company, provided an independent auditors’ report on the Annual Financial Statements. De Visser Gray LLP is independent with respect to the Company within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment thereto. In several of the provinces of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages if the prospectus and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

APPENDIX 1

Capitalized terms used herein have the meaning ascribed to those terms in the Technical Report.

NI 43-101 Technical Report – Preliminary Economic Assessment of the Baptiste Nickel Deposit

1. SUMMARY

1.1 Introduction

The following Technical Report (the “Report”) presents a summary of the Preliminary Economic Assessment (PEA) conducted for the FPX Nickel Corp. (FPX) Baptiste Nickel Project (the “Project”), within the Decar Nickel District (the “District” or the “Property”) in the Omineca Mining Division, British Columbia. In February 2020, FPX retained the services of BBA Inc. (BBA) to lead this Study. This Report was prepared at the request of Mr. Martin Turenne, President and CEO of FPX.

This Technical Report titled “Preliminary Economic Assessment of the Baptiste Nickel Project”, concerning the development of the Baptiste Deposit, was prepared by Qualified Persons (QP) following the guidelines of the “Canadian Securities Administrators” National Instrument 43-101 (effective June 30, 2011), and in conformity with the 2014 guidelines of the Canadian Mining, Metallurgy and Petroleum (CIM) Standard on Mineral Resources and Reserves.

Since the current study is a PEA, NI 43-101 Guidelines do not permit the disclosure of Mineral Reserves. NI 43-101 Guidelines do allow for Inferred resources to be included in an economic analysis for a PEA, as long as the appropriate cautionary language is used to qualify such an analysis. Mineral resources which are not mineral reserves do not have demonstrated economic viability. It is reasonably expected that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. It should also be noted that a Preliminary Economic Assessment is preliminary in nature and there is no certainty that the Project described in this PEA Report will be realized.

1.1.1. Background and History

An initial Preliminary Economic Assessment on the Baptiste Project was completed in March 2013 and the NI 43-101 Technical Report was filed on Sedar in August 2013. The study was performed under the guidance of Cliffs Natural Resources (Cliffs), the previous majority owner of the Project. In November 2015, First Point Minerals Corp. (now FPX Nickel Corp.) purchased Cliffs’ share of the Project and established 100% ownership of the Project.

In February 2018, FPX filed an updated Mineral Resource Estimate Technical Report following the completion of a 2,000-metre drilling program.

In September 2018, a metallurgical testwork program was initiated. The objectives of the program were to improve nickel recovery and product quality (compared to the 2013 PEA) using conventional mineral processing technologies.

1.1.2. Scope of Study

The Baptiste Project scope covered in this PEA is based on the construction of a facility having an annual throughput of 120,000 tpd or 43,800,000 tpa. Initially, during Phase 1 of the Project, covering Year 1 to Year 21 of operations, the run of mine (ROM) material is processed at a primary grind size P80 of 300 µm, as dictated by the tailings deposition strategy. In Project Phase 2, starting in Year 22 when in-pit tailings deposition is implemented, the primary grind size is reduced to a P80 of 170 µm in order to achieve improved Ni recoveries.

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1.2 Tenure, Geological Setting and Exploration

The Property is situated approximately 90 km northwest of Fort St. James, BC (population 1,510) and is situated within the Decar Nickel District which consists of 62 mineral claims covering 24,740 hectares that are 100% owned by FPX. The Property is road accessible from Fort St. James via a network of provincemaintained paved roads and forestry-maintained gravel roads. The Canadian National Railway company owns an inactive railway line that passes through the northeastern-most part of the Property.

The Property is underlain by bedrock of the Cache Creek terrane, which includes an obducted Upper Paleozoic and Lower Mesozoic ophiolite sequence referred to as the Trembleur ultramafite unit. Other rocks underlying the Property include metasedimentary and metavolcanic rocks of the Sitlika assemblage and Sowchea succession. Ultramafic rocks of the Trembleur unit are variably serpentinized and are host to multiple occurrences of disseminated awaruite on the Property. Awaruite is a nickel-iron alloy (formula Ni2-3Fe) that forms under low oxygen and sulphur fugacity during serpentinization of nickeliferous olivine in peridotite. Awaruite is strongly ferro magnetic and exhibits a high density compared to associated gangue minerals that include serpentine, pyroxene, and magnetite.

The earliest publicly available reports of exploration on and around the Property date from 1974 and were focused on evaluating the potential of the area to contain chromite and gold-hosted listwanite mineralization. Awaruite was first discovered in the area as part of an academic thesis in 1983, followed by sporadic assessment through rock sampling and petrographic work between 1996-2005. In 2006, FPX staked 33 claims to establish the Property, focusing on exploration of awaruite mineralization in what are now the Baptiste Deposit and the Sid, Target B, and Van showings.

From 2006-2009, FPX conducted staking, property-scale airborne geophysics, prospect-scale ground-based induced polarization and resistivity (IP) surveys, rock sampling, geological mapping, petrography and scanning electron microprobe (SEM) analysis. This work identified Baptiste as the primary exploration target, with the Target B, Sid and Van targets also returning positive results.

On 12 November 2009, FPX entered into an option agreement with Cliffs Natural Resources Limited (“Cliffs”) pursuant to which Cliffs could earn up to a 75% undivided interest in the Property.

During the option earn in, Cliffs incurred approximately US$22 million of expenditures, on or for the benefit of the Property, that culminated in a Preliminary Economic Assessment (“PEA”) on the development of the Baptiste Deposit. Upon completion of the PEA, Cliffs secured a 60% undivided interest in the Property. In August 2014, Cliffs informed FPX that it would divest its 60% undivided interest in the Property and, on 8 September 2015, FPX announced that it had entered into a binding agreement with Cliffs to purchase Cliffs’ 60% undivided interest in the Property for US$4.75 million. The repurchase of Cliffs’ 60% was financed through a loan agreement that saw the lender receive a 1% NSR royalty. Following approval of the purchase by FPX shareholders on 15 November 2015, FPX re-acquired 100% ownership of the Property subject to a 1% NSR effective 18 November 2015.

Work funded by Cliffs on the Property included drilling a total of 30,223 m in 80 holes. Drilling was completed predominantly on the Baptiste Deposit (27,670 m), with lesser drilling on the Sid Target (847 m) and Target B (305 m). Drilling of 1,401 m of hydrogeological monitoring wells at the Baptiste Deposit was also completed to help inform an environmental baseline study. Drilling results yielded a maiden mineral resource estimate for the Baptiste Deposit published on 25 May 2012, an updated mineral resource estimate for the Baptiste Deposit on 23 January 2013 which later formed the basis of a PEA on 22 March 2013. Other work undertaken by or on behalf of Cliffs included downhole geophysical rock property surveys as well as mineral processing and metallurgical testing.

The sample database supplied for the Baptiste Deposit contains results from 83 surface drillholes completed since 2010, or 96% of all metres drilled on the Property. In comparison to the 2013 resource estimate (Ronacher et al., 2013), the 2020 resource estimate incorporates an additional eight diamond drillholes (totaling 1,917 metres) completed during the summer of 2017, one hole drilled during the 2012 drilling campaign (which was not included in the 2013 resource estimate), and an additional 2,053 samples

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from core re-sampling of 2010 and 2011 drillholes completed in 2012. The average drillhole spacing in the Baptiste Deposit is 150 metres to a vertical depth of 540 metres.

1.3 Mineral Resource Estimate

An updated resource estimate for the Baptiste Deposit includes all data from the 83 surface drillholes completed since 2010 and 2,053 samples from a re-sampling program of 2010/2011 drill core that was carried out in 2012. The estimate is geologically constrained within four mineralized domains and is reasonably comparable among different estimation methods (i.e. ordinary kriging, inverse distance squared weighting, nearest neighbour).

The 2018 resource model comprises a large, delta shaped volume that measures approximately 3.0 km in length and 150 to 1,080 m in width and extends to a depth of 540 m below the surface. The Baptiste Deposit remains open at depth over the entire system and is covered by an average of 12 metres of overburden.

Table 1-1 presents the mineral resource estimate for the Baptiste Deposit at a range of cut-off grades with the base case, at a cut-off grade of 0.06% DTR Ni, in bold face.

Table 1-1: Indicated and inferred resources for the Baptiste Deposit

	INDICATED	INDICATED			INFERRED	INFERRED
% DTR Ni Cut-off	Tonnes 000's	DTR Ni (%)	Contained Ni (Tonnes)	% DTR Ni Cut-off	Tonnes 000's	DTR Ni (%)	Contained Ni (Tonnes)
0.06	1,995,873	0.122	2,434,965	0.06	592,890	0.114	675,895
0.08	1,871,412	0.126	2,357,979	0.08	499,993	0.122	609,991
0.10	1,617,364	0.131	2,118,747	0.10	399,801	0.130	519,741

Notes:

Mineral resource estimate prepared by GeoSim Services Inc. using ordinary kriging with an effective date of September 9, 2020.
Indicated mineral resources are drilled on approximate 200 x 200 metre drill spacing and confined to mineralized lithologic domains. Inferred mineral resources are drilled on approximate 300 x 300 metre drill spacing.
An optimized pit shell was generated using the following assumptions: US$6.35 per pound nickel Price; a 45° pit slope; assumed mining recovery of 97% DTR Ni and process recovery of 85% DTR Ni, an exchange rate of $1.00 CAN = $0.76 US; and mining costs of US$2.75 per tonne, processing costs of US$4.00 per tonne. A US$1.00 per tonne minimum profit was also imposed to exclude material close to the break-even cut-off.
A base case cut-off grade of 0.06% DTR Ni represents an in-situ metal value of approximately US$7.00 per tonne which is believed to provide a reasonable margin over operating and sustaining costs for open-pit mining and processing.
Totals may not sum due to rounding. 6. Mineral resources are not mineral reserves and do not have demonstrated economic viability.
1.4

Mining Methods

A conceptual mine plan was developed in this PEA, based on the mineral resource estimate and its underlying geological block model. The mine plan is based on a three-phase open pit mine development. The first phase of the proposed mine plan uses an external tailings storage facility (TSF) for disposing of tailings generated while mining the Phase 1 pit which will be mined for the first 21 years. After the Phase 1 pit is mined out, the tailings produced from Phase 2 and Phase 3 of the mine plan will be placed in the mined-out Phase 1 pit. A pit rim dam will be constructed in Year 25 to accommodate the additional tailings

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that will be stored in the Phase 1 and Phase 2 pits. The Phase 2 and Phase 3 pits will be mined from Year 22 to Year 35.

Mining will be conducted using conventional truck and shovel methods. Large-scale open pit mining will provide the mineral processing plant feed at a rate of 120,000 t/d, or 43.8 Mt/a which was based on processing capacity inputs provided. Annual mine production of mill feed and waste will peak at 80.1 Mt/a with a life-of-mine (LOM) stripping ratio of 0.40:1 including preproduction (0.32 during the first 10 years of operation, and 0.22 over the first 16 years of operations). Ultimate pit quantities with corresponding Davis Tube Recoverable (DTR) Ni grades are shown in Table 1-2.

Table 1-2: Ultimate Design Pit Quantities

Material Classification	Tonnage (Mt)	Grade (% DTR Ni)
Indicated	1,326	0.124%
Inferred	177	0.102%
Total for processing	1,503	0.121%
Waste Rock	540
Overburden	55
Total Waste	596
Total material mined	2,098
Note: Mineral resources are not mineral reserves and do not have demonstrated economic viability.

1.5 Metallurgy and Mineral Processing

The metallurgical testwork performed for this PEA was focused on the following:

Magnetic separation tests at a range of primary grind sizes (P80 from 57 µm to 360 µm);
Magnetic cleaning tests to 25 µm final regrind size;
Flotation testwork on the magnetic cleaner concentrate under various conditions and reagent additions;
Mineralogical assessment of the head sample and some products generated in the testwork.

The testwork was performed on a composite sample representing the first seven years of the mine life. A limited amount of grindability data was generated on this sample and grinding circuit conceptual design was largely based on assumptions derived from similar minerals.

The testwork results indicated that at a primary grind of 300 µm, it is possible to produce a 63.4% Ni concentrate with a DTR NI recovery of 84.7%. In Year 22, when in-pit tailings deposition is implemented, a finer primary grind of 170 µm can be achieved through the addition of a third ball mill resulting in a Ni recovery of 89.5%. A conceptual mineral processing flowsheet was developed as the basis for this PEA Study. The process flowsheet can be summarized as follows:

ROM material crushing takes place in a single primary gyratory crusher located in the vicinity of the open pit;
Secondary crushing takes place in two cone crushers operating in closed circuit with classification screens;
Crushed material is stored in a stockpile;

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The crushed material from the stockpile is reclaimed and conveyed to two separate and independent processing lines starting with a high-pressure grinding roll (HPGR) circuit operating in closed circuit with classification screens;
The screened product from the HPGR circuit is subsequently conveyed to a primary grinding ball mill circuit, in closed circuit with hydrocyclones where the product is ground to a P80 of 300 µm;
The O/F from the hydrocyclones is directed to a rougher / scavenger low intensity magnetic separation (LIMS) circuit and the products are treated as follows:
The LIMS magnetic concentrate is directed to an open-circuit vertical stirred mill regrind circuit to generate a product at P80 of 25 µm and,
The LIMS non-magnetic tailings are pumped to hydrocyclone clusters where coarse sand tailings (hydrocyclone U/F) are produced and ultimately pumped to the TSF for sand cell dike construction whereas the fine tailings fraction (hydrocyclone O/F) are directed to the tailings thickener;
The reground product from the vertical stirred mills circuit is then processed through a cleaner magnetic separation LIMS circuit whereby:
The LIMS fine magnetic concentrate from the two processing lines is directed to the flotation circuit and,
The LIMS fine non-magnetic tailings are directed to the tailings thickener;
The awaruite flotation circuit produces:
A high-grade Ni concentrate that is dewatered using dewatering LIMS, filtered to a filter cake and briquetted into the final saleable product;
A magnetite rich tailings stream having the potential to be subsequently valorized as a saleable product that is dewatered using dewatering LIMS and, for this PEA, assumed to be disposed of as tailings;
The water from the dewatering LIMS is recirculated to the head of the flotation circuit.
The U/F from the tailings thickener, consisting of fine tailings, is pumped to the TSF for disposal.

1.6 Project Infrastructure

Project infrastructure is classified as off-site and on-site. The three major elements of off-site infrastructure are:

The site access road, having a total length of 121 km, consisting of an existing paved road segment and an existing forestry service road (FSR) requiring a new 110-m span bridge, a new 4.5 km FSR segment and upgrades to a 20-m span bridge and to about 11.5 km of existing FSR;
A rail terminal to be constructed in the vicinity of the existing CN main rail line in Fort St. James used exclusively for transloading containerized FeNi briquettes onto railcars for transportation to the Prince Rupert port terminal and for receiving, storing and transloading rail tankers containing sulphuric acid used in the flotation process at the mine site;
A 120 MW, 230 kV power transmission line with an approximate length of 98 km.

A conceptual site plot plan was developed for this PEA showing the location of the major on-site infrastructure. The ultimate footprints for the open pit, the waste piles, the external TSF and the pit rim dam were first incorporated into the site plan and the rest of the major site infrastructure was then located. The main site infrastructure is summarized as follows:

The ultimate life-of-mine open pit footprint for the Baptiste Deposit, as developed by Stantec;
The waste dumps designed to store waste materials generated during the mine life;

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The external TSF, serving for Years 1 to 21 of the mine life, as conceptually designed by Stantec;
The mine services area pad, which includes the mine garage, truck wash, warehouse and mine employee facilities as well as the emergency response team facility;
The explosives plant pad is in an isolated area to the east of the open pit;
The primary crusher building and pad, is in a designated area in the vicinity of the initial open pit ramp exit;
The secondary crushing and screening, crushed material stockpile and HPGR and screening buildings, all connected by a conveyor system, are located within a cleared corridor (incorporating an access road, power line and other services) connecting these facilities to the concentrator area;
The main process plant area pad includes the concentrator building housing all mineral processing equipment and FeNi briquette storage and the thickeners as well as the main 230 kV electrical substation;
The fresh water pumphouse is located at Trembleur Lake, about 7 km to the south of the concentrator;
Mine road network dedicated to heavy traffic and controlled for other vehicles;
Site road network for general infrastructure access and access to the FSR;
The camp for employees and administration building pad is located to the southeast of the concentrator, on the FSR road accessing the Property.

1.7 Market Study

Metallurgical testwork performed for this PEA Study has shown that the Baptiste Deposit can produce a clean, high-grade, ferronickel (FeNi) concentrate through a conventional mineral processing flowsheet. The concentrate, agglomerated in briquette form, constitutes the final saleable product generated by the Project for consumption by stainless steel producers. Preliminary tests have also shown that the Baptiste FeNi concentrate can potentially be used to produce nickel sulphate for the electric vehicle battery value chain. The projected product specification for the Baptiste briquettes is presented in Table 1-3.

Table 1-3: Projected product specification for the Baptiste FeNi briquetted concentrate

Projected Product Specification	Projected Product Specification
Ni	60% - 65%
Fe(total)	30% - 32%
Awaruite(Ni3Fe metallic alloy)	77% - 83%
Metallic Fe in Awaruite	19% - 21%
Magnetite(Fe3O4)	13% - 18%
Co	1% typical
Cu	0.7% typical
P	0.02% typical
S	0.6% typical
MgO	1% typical
SiO2	1.5% typical
Cr2O3	0.4% typical

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The selling price to be obtained from the sale of the Baptiste FeNi briquette to stainless steel melt shops will generally be a function of two variables: 1) the LME nickel price; and 2) a discount or premium to the LME nickel price, based on the market positioning of the Baptiste FeNi briquette in relation to competing sources of nickel feedstock to stainless producers, being primarily stainless steel scrap, nickel pig iron (“NPI”), standard FeNi and Class 1 Ni. The selling price determined by the analysis of these two components is the price used for the Economic Analysis performed for this PEA Study.

FPX provided long term projected Ni price data published by several reputable analysts. The most current update of this data is dated August 2020. A long-term LME base nickel price assumption of $17,070 per tonne ($7.75 per pound) is assumed in this PEA Study which is consistent with the average long-term nickel price of forecasts given by six base metals analysts.

In order to assess the potential payability for the Baptiste FeNi product, stated as a % of the LME base price, the following sources of information were considered:

The results of the FPX’s preliminary product market testing undertaken with stainless steel and ferronickel producers;
Preliminary market feedback based on informal discussions with nickel consumers and traders, including an independent consultant to FPX and representatives of large international trading houses specializing in nickel products;
Benchmarking with typical specifications for standard FeNi and nickel pig iron (“NPI”) products from various producers;
The author’s technical knowledge of the steelmaking process based on his over 20 years of experience in a steel smelter;
Historic premium / discount data for standard FeNi.

The analysis, in consideration of the aforementioned information sources, concluded that a discount of 2% applied to the base LME price provides a reasonable assumption for determining the selling price to be used for the Economic Analysis for this PEA Study. The assumed selling price is $16,743/t of contained Ni.

1.8 Environmental, Permitting and Community Relations
1.8.1. Provincial Regulatory Framework

In British Columbia, reviewable mining projects must attain an Environmental Assessment Certificate (EAC) prior to obtaining the required construction and operating permits. As a principal planning tool, reviewable projects are subject to the revitalized BC Environmental Assessment Act of 2018, currently in force, using a phased approach with imposed regulatory timelines. The EA is generally structured as follows:

Identification and assessment of potential environmental, social, economic, cultural, and health impacts;
Development of an acceptable scope and methodology for conducting the effects assessment of a selection of valued components (VCs);
Characterization of residual effects potential for VCs after avoidance, mitigation measures, standard best management practices (BMPs) and monitoring programs are implemented;
Prediction of the likelihood of significant residual effects occurring;
Development of acceptable compensation measures to offset residual effects and maintain compliance with provincial and federal regulatory requirements as well as to effectively accommodate adversely affected Indigenous groups;

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Participation in Crown consultation proceedings to provide opportunities for Indigenous, federal, provincial, and local governments, stakeholders, special interest groups, and members of the public to learn about the Project, identify potential issues, provide input to potential avoidance/mitigation measures, and accommodate any infringement of Indigenous title and rights;
Incorporate economic, social, cultural, health, and environmental factors into proponent and government decision making processes.

Key phases of the EA process in BC include:

Early engagement phase (minimum of 90 days) occurring prior to submitting the detailed Project Description (s. 13 and s. 15 of the Act) and designed to attain consensus among participating Indigenous groups. It includes alternative dispute resolution options and leads to a Summary of Engagement and the Detailed Project Description.
Remaining phases required to obtain an EA certificate include:
EA Readiness phase and decision (s. 16(2), s. 17 or s. 18; 60 days minimum, but timeline is variable);
Process Planning phase (120 days);
Application Development and Review phase (minimum of 180 days) and submission of final application;
Effects Assessment and Recommendation phases (150 days maximum); and
Decision phase (30 days maximum).

The project will be bound by the conditions of the EAC. Post-certificate activities include mitigation effectiveness reports and may include audits, certificate amendments, extensions, and transfers.

1.8.2. Federal Regulatory Framework

The EA process also takes place under the Impact Assessment Act, 2019 for federally designated projects. Projects that are not designated federally may still require a screening in coordination with the provincial EA process.

Government agencies responsible for coordinating the EA processes include the BC Environmental Assessment Office (EAO) and the Impact Assessment Agency of Canada (IAAC).

The project will likely require federal authorization by Fisheries and Oceans Canada (DFO) under paragraph 35(2)(b) of the Fisheries Act to commit harmful alteration, disruption, and destruction (HADD) of fish habitat or paragraph 34.4(2)(b) for any death of fish. An authorization will be issued by the Minister under the new paragraphs in the amended Act (2019). Habitat and/or productivity offsetting requirements must be acceptable to DFO and seek to accommodate participating Indigenous groups.

Additional EBS work, including the Terrestrial Ecosystems Mapping and determination of the extent of fish habitat, wetlands, and presence listed species and ecosystems will provide information for federal regulators to consider in the EA process.

1.8.3. Permitting

If a project receives an EAC, the proponent must obtain the required authorizations for activities such as water use, timber cutting, access roads, stream crossings, and other mine-related permits. In general, provincial and federal EA processes are finalized before permits can be issued.

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1.8.4. Closure and Reclamation

BC Ministry of Energy, Mines and Petroleum Resources (EMPR) will provide the regulatory framework for FPX’s obligations for decommissioning, closure, reclamation and rehabilitation for the Project. Acceptable practices will result from effective Crown consultation, ongoing engagement with indigenous groups, and effective planning throughout the EA process.

The Mines Act permit requires a closure plan with the appropriate reclamation security paid. Annual reclamation reports are filed with EMPR as a permit condition under the Health, Safety and Reclamation Code for Mines in BC. The security is collected upon initial permit issuance and adjusted through operational lifespan of the mine to accurately cover the cost of the liability. It must be acceptable to the Mines Inspector determining the appropriate bond amount over time.

A Regional Reclamation Bond Calculator provides the Regional Inspector with a means of assessing reclamation liability that avoids undue financial risk and liability to the public. The assessed security represents the cost of mine reclamation to the Province while promoting transparency to Indigenous groups and the public. The security is returned once the mine site has been reclaimed to a satisfactory level and no longer requires monitoring or maintenance. It ensures that mine sites do not leave an ongoing legacy or require public funds for clean-up activities.

FPX’s mine closure and reclamation plan will aim to reclaim and rehabilitate the Project footprint to ensure that, upon termination of mining, land, watercourses and cultural heritage resources will be returned to a safe and environmentally sound condition and to an acceptable end land use that considers previous and potential uses.

1.8.5. Community Relations

Local perspectives and opinions are critical to FPX’s decision-making process throughout all aspects of the Project and are an integral part of ongoing consultation and engagement with local communities and First Nations. Enduring relationships must be built with Indigenous groups and community stakeholders. It is based on trust: transparency, accountability, mutual understanding and respect for rights and title, continuous active engagement, and a long-term commitment to shared value.

The Project lies exclusively in the traditional territory of the Tl’azt’en Nation, which has been the focus of Indigenous engagement and consultation activities to date. FPX signed an exploration Memorandum of Understanding (MOU) for the Project on May 22, 2012. On March 12, 2019, Binche Whut’en was constituted as a newly recognized First Nation by the Canadian government, officially separating from the Tl’azt’en Nation. Of the four Keyoh families who are signatories to the MOU, two are associated with Tl’azt’en Nation, and two are associated with the newly-formed Binche Whut’en Nation. FPX is engaged in discussions with Tl’azt’en Nation, Binche Whut’en and the four constituent Keyoh families to amend the MOU to reflect the new administrative structure entailed by the separation of Binche Whut’en from Tl’azt’en Nation.

The MOU formalizes protocols for continuing the cooperative working relationship established between the Tl’azt’en Nation and the Binche Whut’en Nation, including constituent Keyoh families, regarding exploration activities for the Project. The MOU confirms the Tl’azt’en Nation’s and Binche Whut’en Nation’s support for the exploration activities and acknowledges, as well as describes, how project activities will be managed with respect to:

Cultural and environmental interests of the Tl’azt’en and Binche Whut’en communities;
Ongoing engagement and internal community consultation activities;
Socio-economic benefits to the Tl’azt’en Nation and the Binche Whut’en Nation communities through community contribution funds and business opportunities.

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The MOU also establishes processes for the future negotiation of a comprehensive Impact and Benefits Agreement (IBA) for when the Project proceeds to mine development. This IBA emphasizes mutual respect and positive long-term relationship between the parties during all phases of the Project.

1.9 Capital and Operating Costs

Capital, sustaining capital and operating cost estimates were developed for this PEA Study. Costs relating to mineral processing, site infrastructure, G&A and product handling and transport were developed by BBA. Costs relating to mining, the TSF and surface water management were developed by Stantec. All costs are presented in USD. The exchange rate used is $1.00 CAN = $0.76 US. The base date for the cost estimate is Q3-2020. Table 1-4 presents a summary of the estimated capital cost for initial pre-production, in-pit tailings deposition and sustaining capital.

Table 1-4: Summary of capital cost estimate (US$)

Category	Pre-Production M$	In-Pit Deposition M$	Sustaining M$	Total LOM M$
Direct Costs
Mobile Equipment	$155.1	$0.0	$353.5	$508.6
TSF	$137.9	$14.5	$534.3	$686.6
Mine and TSF Site Preparation	$95.5	$0.0	$90.4	$185.9
Mineral Processing	$610.0	$88.4	$18.2	$716.6
Off-Site Infrastructure	$64.4	$0.0	$0.0	$64.4
On-Site Infrastructure	$66.4	$0.0	$6.8	$73.2
Total Direct Costs	$1 129.3	$102.9	$1 003.2	$2 235.4
Indirect Costs	$291.8	$0.0	$8.2	$300.1
Contingency	$253.7	$0.0	$0.0	$253.7
TOTAL PROJECT CAPITALCOST	$1 674.8	$102.9	$1 011.5	$2 789.2

The total initial capital cost, including direct costs, indirect costs and contingency was estimated at $1,674.8M . This represents the pre-production capital expenditure required to support start-up of operations in Year 1. The capital cost related to the in-pit tailings deposition implementation was estimated at $102.9M. This is the capital expenditure specifically required to allow for finer primary grinding (resulting in improved Ni recovery) and for pumping tailings to the mined-out pits for in-pit deposition, starting in Year 22 of the mine life. This cost also includes the cost for constructing the pit rim dike for containing tailings to the end of the mine life. Sustaining capital costs (which excludes the capital cost related to the implementation of finer primary grinding and in-pit deposition) were estimated at $1,011.5M. These costs include items such as mine equipment fleet additions and replacements, facilities additions and improvements and costs relating to TSF sand cell construction and surface water management which are incurred over the LOM starting at Year 1 of operation. It should be noted that closure and reclamation costs are excluded from the stated capital costs but are included as a separate item in the Economic Analysis.

Table 1-5 presents a summary of the estimated average operating costs for the initial Phase 1 (Years 1 to 21), Phase 2 (Years 22 to 35) and for the Life-of-mine (LOM), expressed in USD/t of dry material processed (milled). Averages include ramp-up years (Year 1 and Year 22).

Table 1-5: Total estimated phase and average LOM operating cost (US$/t milled)

Estimated Average LOM OPEX	Phase 1 Yr 1 - 21	Phase 2 Yr 22 - 35	Total LOM
Mining	$2.28	$2.66	$2.43
Mineral Processing	$2.71	$2.91	$2.79
Briquette Transport	$0.19	$0.18	$0.19
Rail Terminal and Access Road	$0.05	$0.05	$0.05

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Phase 1 Yr 1 - 21	Phase 2 Yr 22 - 35	Total LOM
$0.62	$0.62	$0.62
$0.25	$0.25	$0.25
$6.09	$6.66	$6.32

It should be noted that royalties and working capital are not included in the operating cost estimate presented but are treated separately in the Economic Analysis.

Table 1-6 presents additional metrics of costs incurred annually over the operating years of the mine and include the following:

‘C1’ cost defined as follows: “The costs of mining, milling and concentrating, onsite administration and general expenses, property and production royalties not related to revenues or profits, metal product treatment charges, and freight and marketing costs less the net value of by-product credits, if any. These are expressed on the basis of ‘per unit Ni content’ of the sold product.”
‘AISC’ or ‘all-in sustaining costs’ defined as follows: “These costs comprise the sum of C1 costs, sustaining capital, royalties and closure expenses. These are expressed on the basis of ‘per unit Ni content’ of the sold product.”

Table 1-6: C1 costs and AISC costs (US$)

	Phase 1 Yr 1 - 21	Phase 2 Yr 22 - 35	Total LOM
C1 costs($/lb Ni)	$2.61	$2.94	$2.74
C1 cost($/metric tonne Ni)	$5,753	$6,488	$6,038
AISC cost($/lb Ni)	$3.13	$3.11	$3.12
AISC cost($/metric tonne Ni)	$6,897	$6,867	$6,885

1.10 Economic Analysis

Table 1-7 presents the results of the Economic Analysis for the Project. Taxation calculations were provided by FPX. Table 1-8 presents the results of the post-tax economic analysis. The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. ineral resources are not mineral reserves and do not have demonstrated economic viability. Tere is no certainty that the conclusions or results as reported in the PEA will be realized.

Table 1-7: Economic analysis results (pre-tax) (US$)

IRR = 22.5% Payback= 3.5 years	NPV (M$)
Discount Rate
0%	$13,656 M
5%	$5,003 M
8%	$2,927 M
10%	$2,069M

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Table 1-8: Economic analysis results (post-tax) (US$)

IRR = 18.3% Payback= 4.0 years	NPV (M$)
Discount Rate
0%	$8,725 M
5%	$3,091 M
8%	$1,721 M
10%	$1,149M

1.11 Other Relevant Information

1.11.1. Opportunity for FeNi in EV Battery Application

As part of its product development program, FPX mandated Sherritt Technologies to perform scopinglevel, batch pressure leach tests on a sample of Baptiste FeNi flotation product. Two batch pressure leach tests were conducted in an autoclave (pressure chamber) with conditions designed to approximate proposed commercial production conditions.

The quality of the nickel chemical solution generated from the batch tests was excellent, with the low acid and iron content indicating relatively low downstream requirements for neutralization and iron removal. Recovery of nickel was rapid in the batch tests, with over 98% extraction achieved in 60 minutes toward ultimate extractions of 98.8% and 99.5% in 180 minutes. The iron (Fe) in the concentrate feedstock was almost entirely precipitated, resulting in low iron content in the pregnant leach solution.

It is expected that the nickel-cobalt solution produced from the Baptiste concentrate will be an ideal feedstock for the production of nickel sulphate and cobalt sulphate. Downstream processing of the Baptiste nickel-cobalt solution would conceptually entail neutralization (to remove acid and other impurities) and solvent extraction to produce nickel sulphate and cobalt sulphate as two separate products. The low levels of impurities (such as acid and iron) in the Baptiste nickel-cobalt solution suggest that downstream refinement into sulphate products is achievable within conventional operating parameters. Additional test work is required to further evaluate the optimization of any downstream hydrometallurgical processing requirements.

This positive result provides FPX with an opportunity to pursue an alternative marketing route for part of its Baptiste FeNi production. This would allow FPX to become a player in the EV battery value chain. As the Project advances, this opportunity would need to be supported with more testwork and a validation of process economics.

1.11.2. Opportunity for Sale of Iron Concentrate

The process flowsheet developed in this PEA Study generates a flotation tailing with a high Fe content (in the form of magnetite), which can potentially be marketable as a magnetite iron ore concentrate and generate additional financial benefit to the project. The annual production of this co-product would be in the order of 2.0 Mt. A high-level assessment to evaluate the economic viability of this product was performed based on various scenarios for adding value to the product to improve its marketability.

The ‘as-is’ flotation co-product has a total Fe content of about 61%. The product contains a relatively high level of MgO and SiO2 as well as a high level of Cr. Testwork will need to be performed to evaluate mineral processing requirements to reduce MgO and SiO2 levels. The major constraint with this Fe concentrate is its high Cr content. Initial indications are that Cr may not be amenable to removal by mineral processing. If this is shown to be the case, this concentrate may be used in the carbon steel value chain but only in limited quantities and possibly with payability discounts. This concentrate, however, should be usable in the stainless steel value chain, which is a much smaller market than that of carbon steel. It should be noted that the concentrate cannot be used directly by steel smelters and will need a reduction step to

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make an intermediate iron product (blast furnace or direct reduction). As a next step, a more detailed logistics and marketability analysis to further develop this opportunity would be required.

1.11.3. Project Execution Plan

Following this PEA Study for the Baptiste Project, it is expected that FPX will proceed with a prefeasibility study of the Baptiste Deposit to further develop the concepts presented in this PEA Study and to further de-risk the project. This should logically then be followed by a feasibility study. Concurrently, FPX will also need to proceed with environmental assessment, studies, community relations development and other permitting activities. This will also likely be complemented by additional infill drilling, metallurgical sampling and testwork and geotechnical surveys. A duration of about 2.5 years should be planned for these activities, to completion of the feasibility study, after which FPX can proceed directly to detailed engineering procurement and construction. After award of permits, about three years will be required to complete engineering, procurement and construction and for commercial production to begin.

1.12 Conclusions and Recommendations

The Project, as presented in this PEA Report, is conceptual in nature and needs to be further developed at a PFS level.

1.12.1. Project Risks

A high-level risk register was initiated during this PEA for FPX to use as an internal planning and risk management tool to be carried through and developed in more detail during the next study stages. The following list describes the key risks that were identified which can have a significant impact on the results of this PEA Study. Recommendations for mitigating these risks are proposed in Chapter 26 of this Report.

Designs of the external TSF, pit rim dike, waste dumps, open pit mine, surface water management infrastructure and process plant areas were not supported by any foundation geotechnical data. For this PEA, typical dike slopes for engineered fill were assumed, with a nominal sub-excavation, but poor foundation conditions could significantly increase cost or cause the relocation of the structure. Conversely, good foundation conditions could lead to reduced excavation and fill requirements and therefore reduced costs.
There is currently no geotechnical data for the pit area. For the PEA, an overall pit wall angle of 45 degrees is assumed for the ultimate pits which may need to be adjusted based on the results of the geotechnical data. The change in pit wall angle will have an impact to the overall costs, footprint area, and strip ratio.
Borrow material for the construction of the external TSF starter dike and the pit rim dike were assumed to be sourced from within the open pit mine. This study assumed that 80% of the material excavated from the pit (overburden and waste rock) is be suitable for TSF starter dike construction. Should more material (or less material) be suitable, development costs will be impacted.
Coarse sand generated from cycloning the tailings produced by the primary magnetic separation circuit (300 µm primary grind size), was assumed to be of sufficient quantity and quality to be used in the construction of the external TSF sand cells. Should this material not be suitable, the TSF retention capacity and/or the primary grind size could be impacted resulting in higher costs and lower Ni recovery if a coarser grind is required.
The process design criteria for grinding and primary magnetic concentration at 300 µm was based on limited testwork data. Ore hardness is a critical parameter for estimating grinding power and circuit design which can have a significant impact on throughput, capital and operating costs.
The conceptual project execution schedule presented in Chapter 24 of this Report was based on an optimized environmental permitting process based on minimum statutory timelines. Should there be delays in compiling data or permit related activities take longer than planned, there is a risk that environmental permitting will be on the critical path of the schedule.

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1.12.2. Recommendations

Based on the results of this PEA Study, BBA recommends that a Pre-Feasibility Study (PFS) be undertaken on the Baptiste Project in order to advance the Project to its next phase. The proposed PFS would serve as a stage-gate for FPX to determine if the Project should be subsequently advanced further. The PFS is intended to confirm the results of this PEA, to a higher level of resource definition and cost estimation accuracy, supported by more developed engineering and design and so de-risking the Project to the next study stage. The following recommendations are made for work to be undertaken as part of the PFS Study in order reduce Project uncertainty and to mitigate risks, as well as to evaluate opportunities to improve the Project. Work related to environmental permitting is also recommended in parallel to the PFS in order to maintain the targeted overall project implementation schedule.

Geology and Drilling

Database maintenance: Review of the Baptiste Project drilling database for the purposes of this report recognized that the QA/QC and re-assay results for drill core have not been incorporated into the Project’s database and exist as stand-alone spreadsheets. The recommended improvements to the database include rebuilding the Project’s drillhole database from original assay certificates and incorporating existing QA/QC data into the Project’s drillhole database.

QA/QC: Assays of CRMs used on the Project averaged 0.5 to 1 standard deviation higher than their certified mean, suggesting that calculated DTR Ni grades for the Baptiste Deposit could have inaccuracies of up to 4%. A re-assay program is recommended to evaluate positive bias seen in CRM assays in addition to determining the data adequacy of DTR Fe and Co for future use in resource estimates.

Drilling: Additional drilling on the Property is recommended for the Baptiste Deposit to improve the certainty of near surface Inferred Resources greater than 0.13% DTR Ni. A total of 2,725 m of drilling on ten holes is recommended.

Metallurgical Testwork

Grindability: Specific testwork on representative composite samples related to grindability (crushing, HPGR, ball milling and regrinding) should be performed.

Concentration: Magnetic concentration and flotation testwork should be undertaken on representative composite samples in order to confirm grade/recovery relationship. This should include testwork to confirm DTR Ni recovery at various primary grinds with varying magnetic intensity. Magnetic concentration testwork should be performed with a complete DTR Ni and Fe balance. Also, an analysis of primary magnetic tailings PSD and characteristics of sand tailings and fine tailings (compaction, hydraulic conductivity, strength parameters, ML/ARD potential) should be undertaken in order to confirm TSF sand dike design parameters.

Leaching: More detailed leaching tests should be performed to evaluate metallurgical performance and costs related to production of Ni sulphate.

Additional testwork: Thickening, rheology and filtration testwork should be undertaken.

Variability assessment: To assess the deposit’s heterogeneity, variability sampling should be completed. Approximately 25 samples are recommended to assess potential variability within the Baptiste Deposit with respect to crushing, grinding and recovery.

Product marketability sample: The metallurgical testwork should be undertaken in consideration that a 5 to 10 kg representative final FeNi product sample needs to be generated. This will allow FPX to undertake more meaningful and credible discussions with potential users.

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Geotechnical

Site surveys: A test pit / geotechnical drilling program is recommended to be carried out in the area of the external TSF, waste dumps, pit, water management dams and area surrounding the pit to collect geotechnical data in order to mitigate risks associated with lack of data on foundation conditions.

Pit slope stability: There is currently no geotechnical and hydrogeology data for the pit area. The projected pit walls are very high (700 m) and therefore small changes in angle could have a significant impact on the mine plan. Core logging and characterization is required to allow for development of rock mass strength models and development of pit wall designs including bench configurations. The hydrogeology data will help determine the amount of ground water the mine will need to manage during operation as well as potential requirements for dewatering related to wall stability. Geotechnical and hydrological information on the pit walls will be required for the PFS.

Other: Geotechnical data from the pit and tailings footprint areas will be required to more accurately determine borrow material suitability for construction of the TSF starter dam and other site infrastructure. Also, additional surveys for site infrastructure such as process plant location and roads are recommended.

Environmental, Permitting and Community

Baseline studies: Further environmental baseline studies should be completed, as recommended in Chapter 20 of this Report. This activity is a critical element of the EA and permitting process and project implementation schedule.

EA planning: A gap analysis (current status vs final requirements) should be performed and a comprehensive action plan should be developed to undertake the permitting process in parallel to the PFS.

Community Engagement: It is recommended that FPX pursue engagement activities with Indigenous groups early in the PFS as a parallel activity.

Product Marketing

FeNi briquette: FPX should undertake a more formal product marketability analysis and directly approach potential users to validate assumptions made in this PEA regarding payability and potential impact of deleterious elements.

Fe concentrate: FPX should undertake exploratory discussions with potential users of the Fe concentrate in order to evaluate product value. This can help guide metallurgical testwork aimed at upgrading the product to enhance value. A more detailed logistics / cost analysis for getting the product to market should be included.

Studies and Other PFS Elements

Trade-off studies: Early in the PFS risks and opportunities identified in the PEA should be reviewed and required trade-off studies should be performed to carry more optimal solutions into the PFS.

Third-party discussions: Early in the PFS, it is recommended that FPX begin exploratory discussions with any potential third party related to off-site infrastructure.

1.12.3. Budget for Next Project Stage

The estimated budget for undertaking the work required to complete the PFS is summarized in Table 1-9. FPX should obtain firm pricing for these activities based on a specific scope of work in order to better estimate its next project phase financing requirements. The PFS, and related activities, are expected to take

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about 12 to 18 months to complete. The budget estimate excludes costs related to maintaining claims as well as other corporate costs.

Table 1-9: Estimated required budget for next study phase

Activity	Description	Cost (K$ US)
Geologyand Drilling	Improve the Project's database,update near-surface inferred resources	$880
Metallurgical Testwork	Drilling and sample collection, grindability/magnetic/flotation recovery, leaching,variabilityassessment,thickening,FeNiproduct sample	$ 1,400
Geotechnical	External TSF,waste dumps, pit walls,site	$ 980
Environmental and Community	Baseline study, community engagement activities	$ 2,300
Studies	Pre-FeasibilityStudy	$1,500
Owner	PFS owner's team costs and expenses	$1,140
TOTAL Opex		$ 8,200

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CERTIFICATE OF FPX NICKEL CORP.

March 31, 2021

This short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of each of British Columbia, Alberta and Ontario.

(Signed) Martin Turenne (Signed) J. Christopher Mitchell MARTIN TURENNE J. CHRISTOPHER MITCHELL President and Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(Signed) Peter Marshall (Signed) Peter M.D. Bradshaw PETER MARSHALL PETER M.D. BRADSHAW Director Director

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CERTIFICATE OF THE UNDERWRITERS

March 31, 2021

To the best of our knowledge, information and belief, this short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of British Columbia, Alberta and Ontario.

PARADIGM CAPITAL INC.

By: (Signed) John Booth Head of Investment Banking

CORMARK SECURITIES INC.

By: (Signed) Kevin Carter Managing Director, Investment Banking

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AI assistant

FPX Nickel Corp. — Capital/Financing Update 2021

43480_rns_2021-03-31_5c4fc95c-aa45-4a1b-adad-019bf4a5a678.pdf

SHORT FORM PROSPECTUS

NEW ISSUE

MARCH 31, 2021

FPX NICKEL CORP.

C$14,000,350

21,539,000 Common Shares

$0.65 per Offered Share

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

MINERAL RESERVE AND RESOURCE DISCLOSURE

ELIGIBILITY FOR INVESTMENT

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

BUSINESS OF THE COMPANY

Notes

RISK FACTORS

Risks Related to the Offering

Risk of Investment

Limited Operating History: Losses

Market Price of the Shares

Discretion in the Use of Net Proceeds from the Offering

The Common Shares do not Pay Dividends

Potential Need for Additional Financing

Risk Related to the Business of the Company

Uncertainty Related to Unsettled First Nations Rights and Title in British Columbia

USE OF PROCEEDS

Business Objectives and Milestones

CONSOLIDATED CAPITALIZATION

Notes

PLAN OF DISTRIBUTION

DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

PRIOR SALES

Common Shares

Stock Options

PRICE RANGE AND TRADING VOLUME

Common Shares

DIVIDEND POLICY

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Residents of Canada

Taxation of Dividends

Disposition of Offered Shares

Taxation of Capital Gains and Capital Losses

Non-Residents of Canada

Taxation of Dividends

Disposition of Offered Shares

Non-Resident Holders whose Offered Shares are taxable Canadian property should consult their own advisors.

TRANSFER AGENT AND REGISTRAR

INTEREST OF EXPERTS

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

APPENDIX 1

NI 43-101 Technical Report – Preliminary Economic Assessment of the Baptiste Nickel Deposit

1. SUMMARY

1.1 Introduction

1.1.1. Background and History

1.1.2. Scope of Study

1.2 Tenure, Geological Setting and Exploration

1.3 Mineral Resource Estimate

Mining Methods

1.6 Project Infrastructure

1.7 Market Study

1.8.3. Permitting

1.8.4. Closure and Reclamation

1.8.5. Community Relations

1.9 Capital and Operating Costs

1.11.1. Opportunity for FeNi in EV Battery Application

1.11.2. Opportunity for Sale of Iron Concentrate

1.11.3. Project Execution Plan

1.12 Conclusions and Recommendations

1.12.1. Project Risks

1.12.2. Recommendations

Geology and Drilling

Metallurgical Testwork

Geotechnical

Environmental, Permitting and Community

FPX Nickel Corp. Capital/Financing Update 2021