TORONTO, ONTARIO--(MARKET WIRE)--Aug 19, 2008 -- Victory Nickel Inc. ("Victory Nickel" or the "Company")(Toronto:NI.TO - News)(www.victorynickel.ca) today announced that it has made an offer (the "Offer") for all of the outstanding common shares of Independent Nickel Corp. ("Independent Nickel"). The proposed acquisition of Independent Nickel is complementary to Victory Nickel's Manitoba properties, including existing regional infrastructure and development opportunities.

Highlights of the Offer

- The Offer is conditional on Independent Nickel shareholders NOT approving, at the meeting of Independent Nickel shareholders scheduled for September 17, 2008 or any adjournment thereof, the financing (the "Private Placement"), or any amendment or variation thereof, by any private company in the Hunter Dickinson Group (HD) which was announced on July 31, 2008 and which could result in HD owning up to approximately 57% of Independent Nickel shares.

- Pursuant to the Offer, Independent Nickel shareholders will receive 1 (one) Victory Nickel common share for each 1 (one) Independent Nickel share.

- The Offer represents a premium of approximately 32% over the closing price of the Independent Nickel shares on the TSX on August 18, 2008, the last day of trading prior to announcement of the Offer and a premium of 38% based on the volume weighted average price of Victory Nickel shares over the volume weighted average price of Independent Nickel shares on the TSX for the 20 trading days ended August 18, 2008.

- The Offer provides Independent Nickel shareholders with superior value to the issue price of Independent Nickel shares pursuant to the Private Placement, which could result in the creation of a control position of up to approximately 57% of the outstanding Independent Nickel shares being held by a single entity.

- The combination of Victory Nickel and Independent Nickel is also expected to result in enhanced liquidity for Independent Nickel shareholders, compared with the potential for significantly reduced liquidity resulting from the Private Placement, which will leave current Independent Nickel shareholders in a minority shareholder position.

- The proposed acquisition of Independent Nickel will diversify risks associated with Independent Nickel's reliance on its Lynn Lake project in Manitoba, reduce general and administrative costs expected to result from a larger company and offer increased depth of management through the combined and complementary talents of Victory Nickel and Independent Nickel.

- The proposed acquisition will also result in the effective elimination of Independent Nickel's royalty interest in the Minago project, thus enabling Independent Nickel's shareholders to participate in 100% of the Minago project and exploration potential.

- Eligible Independent Nickel shareholders will have the ability to receive Victory Nickel shares on a tax deferred basis.

"This transaction is a natural fit for our two companies which are focused on developing nickel projects in Manitoba," said Rene Galipeau, Victory Nickel's Vice-Chairman and Chief Executive Officer. "Economic, large-scale sulphide nickel deposits are a rarity, making Minago a very valuable asset and the cornerstone of Victory Nickel's growth strategy to build a mid-tier nickel company. Under Victory Nickel's proposal, Independent Nickel's shareholders will have the opportunity to benefit from 100% of Minago's nickel production in addition to the potential for near-term cash flow through the sale of frac sand to the oil and gas industry and three additional sulphide nickel projects."

Details of the Offer

An advertisement formally commencing the Offer was published today in English in The Globe and Mail and in French in La Presse. Full details of the Offer will be included in the formal offer and take-over bid circular to be filed with the securities regulatory authorities today and to be mailed to Independent Nickel shareholders. Victory Nickel will formally request a list of Independent Nickel's shareholders today and expects to mail the take-over bid documents as soon as possible following receipt of such list. The Offer will be open for acceptance until Tuesday, September 23, 2008 at 6:00 p.m. (Toronto time) ("Expiry Time"). The Offer will be subject to a number of conditions, unless otherwise waived by Victory Nickel at its sole discretion, including, among other things:

- Shareholders of Independent Nickel NOT approving the resolution (or any amendment or variation thereof) to be considered at the meeting of holders of Independent Nickel shares that is scheduled to be held September 17, 2008, or any adjournment thereof, respecting the proposed financing of Independent Nickel by any private company in HD which would result in HD holding up to 57% of the then outstanding Independent Nickel shares (assuming the exercise of warrants to be issued in connection with the proposed financing) or any variation thereof;

- there being validly deposited under the Offer and not withdrawn, Independent Nickel shares representing, together with Independent Nickel shares owned, directly or indirectly, by the Offeror, not less than 66 2/3% of the total outstanding Independent Nickel shares (calculated on a fully-diluted basis);

- no amount of money being or being agreed to be borrowed by Independent Nickel from, or owed or otherwise becoming payable by Independent Nickel to, HD or any of its affiliates as a result of any agreement, dispute or claim as between Independent Nickel and HD or any of its affiliates, or otherwise, and no other agreement or other obligation between Independent Nickel and HD or any of its affiliates existing as at the Expiry Time; and,

- no agreement, obligation or arrangement of any kind to transfer or dispose of any asset of Independent Nickel or any of its affiliates existing as at the Expiry Time.

The Offer is also subject to the receipt of customary regulatory approvals, including the approval of the Toronto Stock Exchange to the listing of the common shares of Victory Nickel to be issued in respect of common shares of Independent Nickel deposited under the Offer.

The Information Agent for the Offer is Kingsdale Shareholder Services Inc. at its office in Toronto, Ontario. The depositary for the Offer is Computershare Investor Services Inc. at its office in Toronto, Ontario. Questions and requests for assistance or copies of the offer documents may be directed to Kingsdale Shareholder Services Inc. at the following contact details:

 

                           The Exchange Tower
             130 King Street West, Suite 2950, P.O. Box 361
                            Toronto, Ontario
                                M5X 1E2
             North American Toll Free Number: 1-800-775-3159
             Facsimile:                       1-416-867-2271
             Toll Free Facsimile:             1-866-545-5580
             Local/Overseas:                  1-416-867-2272
             E-Mail:      contactus@kingsdaleshareholder.com
             Website:           http://www.kingsdaleshareholder.com

About Victory Nickel

Victory Nickel Inc. is a Canadian company with three sulphide nickel deposits containing over 660,000,000 pounds of in-situ nickel in National Instrument 43-101-compliant measured (154,000,000 pounds) and indicated (511,000,000 pounds) resources, and an additional 530,000,000 pounds of in-situ nickel in inferred resources. Victory Nickel is focused on becoming a mid-tier nickel producer by developing its existing properties, Minago and Mel in Manitoba, and Lac Rocher in northwestern Quebec, and by evaluating opportunities to expand its nickel asset base.

For further information, please visit our website at www.victorynickel.ca.

FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements." All statements, other than statements of historical fact, that address activities, events or developments that Victory Nickel believes, expects or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek," "anticipate," "believe," "plan," "estimate," "expect," and "intend" and statements that an event or result "may," "will," "can," "should," "could," or "might" occur or be achieved and other similar expressions. These forward-looking statements reflect the current expectations or beliefs of Victory Nickel based on information currently available to Victory Nickel. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of Victory Nickel to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Victory Nickel. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to successfully complete financings, capital and other costs varying significantly from estimates, production rates varying from estimates, changes in world copper, nickel and/or gold markets, changes in equity markets, uncertainties relating to the availability and costs of financing needed in the future, equipment failure, unexpected geological conditions, imprecision in resource estimates, success of future development initiatives, competition, operating performance of facilities, environmental and safety risks, delays in obtaining or failure to obtain necessary permits and approvals from government authorities, and other development and operating risks. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Victory Nickel disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although Victory Nickel believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.

This offer is being made for the securities of a Canadian issuer and by a Canadian issuer that is permitted to prepare the offer and circular in accordance with the disclosure requirements of Canada. U.S. shareholders should be aware that such requirements are different from those of the United States. The financial statements to be included or incorporated by reference in the Offer Documents will be prepared in accordance with Canadian generally accepted accounting principles, and may be subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

The enforcement by shareholders of civil liabilities under the United States federal securities laws may be affected adversely by the fact that Victory Nickel is incorporated under the laws of Ontario, Canada, that some or all of its officers and directors may be residents of jurisdictions outside the United States, that some or all of the experts named in the Offer Documents may be residents of jurisdictions outside the United States and that all or a substantial portion of the assets of Victory Nickel and said persons may be located outside the United States.

U.S. Shareholders should be aware Victory Nickel may purchase securities otherwise than under the Offer, such as in the open market or in privately negotiated purchases.

     Contacts:
     Victory Nickel Inc.
     Rene Galipeau
     (416) 363-8527
     Email: admin@victorynickel.ca
     Website: http://www.victorynickel.ca