Metals X Limited (ASX:MLX) executed a binding terms sheet to spin-off an unknown stake in NICO Resources Limited on May 24, 2021. The transaction involves the spin-out of Nickel asset portfolio of NICO Resources Limited, including the Wingellina Nickel-Cobalt Project located in Western Australia and the Claude Hills Project located in South Australia. On November 4, 2021, an agreement was signed. Pursuant to the terms of the transaction, Metals X Limited will provide its shareholders a direct holding in NICO Resources Limited shares. In conjunction with the transaction, NICO Resources Limited proposes to undertake an initial public offering of its shares (IPO) and apply for listing on the ASX. Immediately prior to, or simultaneously with, the IPO, Metals X Limited proposes to conduct an in-specie distribution of 25 million shares in NICO Resources Limited it receives as sale consideration to eligible Metals X Limited shareholders, being approximately 35% of NICO Resources Limited's total issued share capital on a post-IPO undiluted basis, subject to the approval of Metals X Limited shareholders (distribution). The transaction is also subject to approval of FIRB. A meeting of shareholders will be held in mid December 2021. Metals X Limited will retain the remainder of the NICO Resources Limited shares it obtains under the Transaction (being the MLX IPO Shares and the options) and will directly hold approximately 29% of NICO Resources Limited's total issued share capital on a post-IPO undiluted basis. NICO's proposal to undertake an IPO is now targeted to raise a minimum of AUD 10 million by the issue of 50,000,000 fully paid ordinary shares at AUD 0.2 per share under the IPO, up to a maximum of AUD 12 million by the issue of 60,000,000 fully paid ordinary shares at AUD 0.2 per share. Metals X will subscribe for 20,000,000 fully paid ordinary shares under the IPO. Metals X is pleased to advise that it is continuing to progress the Transaction and will shortly enter into Agreement. NICO Resources Limited is an unlisted public company with intentions to list on the ASX and progress the Nickel Assets as a standalone entity and is led by Warren Hallam as Chairman and Rod Corps as Managing Director. A nominee of Metals X Limited, Brett Smith, has also been appointed onto the Board of NICO Resources Limited. As on June 28, 2021, due diligence of the spin out of NICO was completed. Metals X has received a notification of no objection from the Foreign Investment Review Board in relation to the spin-off. Metals X is seeking to obtain approval for spin-off from shareholders at its general meeting to be held on December 15, 2021. As of December 21, 2021, Record date for transaction got changed from December 24, 2021 to January 4, 2022. NICO Resources Limited issued 25 million shares as consideration for the acquisition of Metals Exploration Pty Ltd. The 25 million Shares issued to Metals X have been distributed to eligible shareholders of Metals X pursuant to the Distribution Offer in the Prospectus.

Metals X Limited completed the Spin-Off of an unknown stake in Metals Exploration Pty Ltd on January 17, 2022.