UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2011

Commission File Number: 000-25489

PURE NICKEL INC.
(formerly "Nevada Star Resource Corp.")
(Exact name of registrant as specified in its charter)

95 Wellington Street West
Suite 900
Toronto, Ontario M5J 2N7
CANADA
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F [X]            Form 40-F [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [  ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [  ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [  ]            No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-


DOCUMENTS FURNISHED AS PART OF THIS FORM 6-K

See the Exhibit Index to this Form 6-K.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Pure Nickel Inc.
   

By:

 /s/ David McPherson
  David McPherson
  President and Chief Executive Officer
Date: July 8, 2011  

 


EXHIBIT INDEX

Exhibit
Number Description
   

99.1

Interim Financial Statements for the Period Ended May 31, 2011

99.2 Interim Management's Discussion and Analysis for the Period Ended May 31, 2011
99.3 CEO Certification of Interim Filings
99.4 CFO Certification of Interim Filings
99.5 News Release Dated July 8, 2011

 



Exhibit 99.1


 

PURE NICKEL INC.

CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2011
(Unaudited)

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements of the Company have been prepared by, and are the responsibility of, the Company’s management. The Company’s independent auditor has not performed a review of the these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an auditor.

1



PURE NICKEL INC.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)

    May 31,     November 30,  
    2011     2010  
ASSETS            
             
Current assets:            
   Cash and cash equivalents $  626,140   $  1,713,784  
   Restricted cash and cash equivalents (Note 4)   83,901     85,931  
   Short-term investments (Note 5)   1,765,990     2,305,189  
   Amounts receivable   62,482     43,373  
   Prepaid expenses and deposits   78,289     47,711  
   Due from related party (Note 12)   154,434     85,776  
    2,771,236     4,281,764  
Fixed assets (Note 6)   10,634     12,409  
Mineral properties (Note 7)   39,155,810     38,555,291  
Investments (Note 13(a))   36,625     49,750  
  $  41,974,305   $  42,899,214  
             
LIABILITIES AND SHAREHOLDERS’ EQUITY            
             
Current liabilities:            
   Accounts payable $  156,547   $  309,545  
   Accrued liabilities   64,276     128,912  
    220,823     438,457  
Shareholders’ equity:            
   Share capital (Note 8)   44,441,620     44,441,620  
   Contributed surplus (Note 8)   12,212,197     12,035,229  
   Deficit   (14,900,335 )   (14,016,092 )
    41,753,482     42,460,757  
  $  41,974,305   $  42,899,214  

The accompanying notes are an integral part of these consolidated financial statements.

Approved on behalf of the board of directors:

“David R McPherson ”              “Harry Blum”            
David R. McPherson, Director Harry Blum, Director

2



PURE NICKEL INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS,
COMPREHENSIVE LOSS AND DEFICIT
(Unaudited)

    Three months ended     Six months ended  
    May 31     May 31  
    2011     2010     2011     2010  

Revenues

$  –   $  – $       $  –  

Expenses:

                       

     Administration and general

  527,785     849,731     885,871     1,246,420  

Loss before other income (expenses)

  (527,785 )   (849,731 )   (885,871 )   (1,246,420 )

Other income (expenses):

                       

   Interest income

  8,584     6,429     17,478     16,711  

   Derecognition of liability (impairment of mineral properties) (Note 7(e)(iii))

  31,030         31,030     (15,454 )

   Change in fair value of investments

  (30,250 )   (142,750 )   (13,125 )   (131,375 )

   Foreign exchange gain (loss)

  (5,428 )   32,617     (33,755 )   29,163  

 

  3,936     (103,704 )   1,628     (100,955 )

Net loss for the period

  (523,849 )   (953,435 )   (884,243 )   (1,347,375 )

Deficit, beginning of period

  (14,376,486 )   (12,101,266 )   (14,016,092 )   (11,707,326 )

Deficit, end of period

$ (14,900,335 ) $ (13,054,701 $ (14,900,335 ) $ (13,054,701 )

Loss per share – basic and diluted

$  (0.01 ) $  (0.01 ) $   (0.01 ) $  (0.02 )

Weighted average number of shares

  67,832,226     67,810,004     67,832,226     67,787,781  

The accompanying notes are an integral part of these consolidated financial statements.

3



PURE NICKEL INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

    Three months ended     Six months ended  
          May 31           May 31  
    2011     2010     2011     2010  

Operating activities:

                       

     Net loss for the period

$  (523,849 ) $  (953,435 ) $  (884,243 ) $ (1,347,375 )

     Items not affecting cash:

                       

       Depreciation

  848     1,373     1,775     2,744  

       Impairment of mineral properties

  (31,030 )       (31,030 )   15,454  

       Change in fair value of investments

  30,250     142,750     13,125     131,375  

       Stock-based compensation

  157,460     226,394     176,968     231,692  

 

  (366,321 )   (582,918 )   (723,405 )   (966,110 )

     Changes in non-cash working capital items:

               

         Amounts receivable

  (20,618 )   17,187     (19,109 )   83,005  

         Prepaid expenses and deposits

  2,238     (241,464 )   (30,578 )   (252,293 )

         Due from related party

  (24,155 )       (68,658 )    

         Accounts payable

  10,073     51,036     (152,998 )   44,703  

         Accrued liabilities

  37,393     1,458,849     (64,636 )   1,342,366  

Total cash flows (used in) provided by operating activities

  (361,390 )   702,690     (1,059,384 )   251,671  

Investing activities:

                       

     Capitalized mineral property expenditures, net

  (272,301 )   (333,925 )   (569,489 )   (495,692 )

     Redemption (purchase) of short-term investments

  (6,805 )   2,009,008     539,199     1,998,089  

     Changes in restricted cash and cash equivalents

  98     315     2,030     423  

     Acquisition of fixed assets

              (1,404 )

Total cash flows (used in) provided by investing activities

  (279,008 )   1,675,398     (28,260 )   1,501,416  

Financing activities:

                       

     Proceeds received from exercise of option

      507,800         507,800  

Total cash flows provided by financing activities

      507,800         507,800  

Increase (decrease) in cash and cash equivalents during the period

  (640,398 )   2,885,888     (1,087,644 )   2,260,887  

Cash and cash equivalents, beginning of period

  1,266,538     1,273,196     1,713,784     1,898,197  

Cash and cash equivalents, end of period

$  626,140   $  4,159,084   $  626,140   $  4,159,084  

Cash and cash equivalents consists of:

                       

     Cash

$  626,140   $  4,159,084   $  626,140   $  4,159,084  

     Term deposits

               

 

$  626,140   $  4,159,084   $  626,140   $ 4,159,084  

Supplementary cash flow information

                       

Non-cash investing activities:

                       

    Warrants received for options on mineral property

$  –    $   $  –   $  193,000  

The accompanying notes are an integral part of these consolidated financial statements.

4



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.

NATURE OF OPERATIONS

     

Pure Nickel Inc. (the “Company”) was incorporated under the laws of British Columbia, Canada, and subsequently continued under the Canada Business Corporations Act . The Company is in the business of acquiring, exploring and developing mineral properties in Canada and the United States, primarily those containing nickel, platinum group elements (PGEs), copper, gold, silver and associated base and precious metals. The Company has not yet determined whether its mineral properties contain economically recoverable reserves. The recoverability of the amounts shown for mineral properties is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to enter into joint ventures or obtain financing to successfully complete their development, and upon future profitable production.

     
2.

SIGNIFICANT ACCOUNTING POLICIES

     
(a)

Basis of presentation

     

These interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, in accordance with disclosure requirements for the presentation of interim financial information, consequently do not contain all of the disclosures included in the annual financial statements, and accordingly should be read in conjunction with the most recent annual financial statements. These interim financial statements follow the same accounting policies and methods of application as in those annual financial statements, and are expressed in Canadian dollars. All significant intercompany balances and transactions have been eliminated upon consolidation. The Company proportionately consolidates its 70% undivided interest in the MAN Alaska property.

     
(b)

Use of estimates

     

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in Canada requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Significant areas requiring the use of estimates relate to the estimated useful lives of fixed assets, the recoverability or valuation of receivables and mineral properties, the utilization of future income tax assets and the valuation of asset retirement obligations and stock-based compensation. Actual results could differ from these estimates.

     
(c)

Cash and cash equivalents

     

Cash and cash equivalents include cash on account, demand deposits and money market investments with maturities from the date of acquisition of three months or less that are readily convertible to known amounts of cash and are subject to insignificant changes in value. Funds that are not available for use by the Company are noted as restricted.

     
(d)

Short-term investments

     

Short-term investments consist of highly liquid short-term interest-bearing securities with a term to maturity of greater than three months on the date of purchase, and less than one year from the fiscal year-end. Short-term investments are recorded at the lower of cost or fair value.

5



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
(e)

Fixed assets

     

Fixed assets are recorded at cost less accumulated depreciation. Depreciation is provided for based on the estimated useful lives of the assets using the declining balance basis at the following annual rates:


Office equipment 20%
Computer hardware 30%
Computer software 100%

  (f)

Mineral properties

     
 

Mineral property acquisition and exploration costs are recorded at cost. All direct and indirect costs related to the acquisition of the interests are capitalized until the properties to which they relate are placed into production, sold, or management determines that there is an impairment in value. The recorded cost of mineral properties consists of cash paid, the value of shares or warrants issued, and exploration and development costs incurred. These costs will be amortized on the basis of units of production produced in relation to the proven reserves available on the related property following commencement of production. When mineral properties (including property earn-ins and options) are sold before a property reaches the production stage, the proceeds are credited against the cost of the property, and any excess recognized as income.

     
  (g)

Investments

     
 

Investments consist of warrants received as part of option agreements negotiated with venture partners. A fair value is ascribed to the warrants at the transaction date using the Black-Scholes option-pricing model, and that amount is offset against capitalized mineral property expenditures. At each subsequent balance sheet date, the fair value is recalculated and any gain or loss is reported in the consolidated statements of operations, comprehensive loss and deficit.

     
  (h)

Impairment of long-lived assets

     
 

The recoverability of long-lived assets, which include fixed assets, investments, and mineral properties, is assessed when an event occurs that indicates impairment. Recoverability is based upon factors such as future asset utilization and the future undiscounted cash flows expected to result from the use or sale of the related assets. An impairment loss is recognized in the period when it is determined that the carrying amount of the asset will not be recoverable and exceeds its fair value. At that time the carrying amount is written down to fair value.

     
  (i)

Foreign currency translation

     
 

The consolidated financial statements are stated in Canadian dollars, which is the Company’s functional currency. Transactions and account balances in foreign currencies and the accounts of integrated foreign subsidiaries have been translated into Canadian dollars using the temporal method. Under the temporal method, monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet dates. Non-monetary assets and liabilities are translated at historic exchange rates. Revenue and expenses are translated at the exchange rates in effect on the transaction dates, except for depreciation, which is translated on the same basis as the related asset. The resulting exchange gains and losses are recognized in income.

6



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
(j)

Loss per share

     

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Outstanding stock options and warrants have not been considered in the computation of diluted loss per share as the result would be anti-dilutive.

     
(k)

Stock-based compensation

     

The Company has plans for granting stock options to management, directors, employees and consultants. The Company recognizes compensation expense based upon the fair value of each option grant as estimated on the date of the grant, and amortized over the vesting period, with the resulting amount credited to contributed surplus. The fair value of each grant is determined using the Black-Scholes option-pricing model. Consideration paid upon the exercise of stock options is recorded as share capital.

     
(l)

Asset retirement obligations

     

The Company recognizes liabilities for statutory, contractual or legal obligations associated with the reclamation of mineral properties. Initially, a liability for an asset retirement obligation is recognized at its fair value in the period in which it is incurred and the corresponding asset retirement cost is added to the carrying amount of the related asset. The cost is amortized over the economic life of the asset using either the unit-of-production method or the straight-line method, as appropriate. Following the initial recognition of the asset retirement obligation, the carrying amount of the liability is adjusted for changes to the amount or timing of the underlying cash flows needed to settle the obligation. As at May 31, 2011 and November 30, 2010, the Company had not incurred any asset retirement obligations related to the exploration of its mineral properties.

     
(m)

Income taxes

     

Future income taxes are recorded using the asset and liability method whereby future income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.

7



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

2.

SIGNIFICANT ACCOUNTING POLICIES (continued)

     
(n)

Financial instruments

     

Cash and cash equivalents, short-term investments and investments are designated as held-for- trading and are measured at fair value. Amounts receivable are designated as loans and receivables and are measured at amortized cost. Accounts payable and accrued liabilities are designated as other financial liabilities and are measured at amortized cost. Changes in fair value of held-for-trading financial instruments are reflected in the consolidated statements of operations, comprehensive loss and deficit and included in deficit on the consolidated balance sheets.

     
3.

ADOPTION OF NEW ACCOUNTING STANDARDS

     
(a)

Business Combinations

     

In January 2009, the CICA issued Handbook Sections 1582 – Business Combinations , 1601 –

     

Consolidated Financial Statements and 1602 – Non-Controlling Interests which replace CICA Handbook Sections 1581 – Business Combinations and 1600 – Consolidated Financial Statements . Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination accounting standard under International Financial Reporting Standards (“IFRS”). Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. The Company adopted these sections effective December 1, 2010, which had no effect on its consolidated financial statements.

     
(b)

International Financial Reporting Standards

     

For fiscal years beginning on or after January 1, 2011, IFRS will replace Canadian GAAP for publicly accountable enterprises. As a result, the Company will report under IFRS for interim and annual periods beginning December 1, 2011 with comparative information for the fiscal year ended November 30, 2011 restated under IFRS. Adoption of IFRS as Canadian GAAP will require the Company to make certain accounting policy choices and could materially affect its reported financial position and results of operations.

     
4.

RESTRICTED CASH AND CASH EQUIVALENTS

     

Restricted cash and cash equivalents include funds invested in guaranteed investment certificates with maturities of less than three months as security for corporate credit cards. The funds securing the corporate credit cards are restricted and cannot be withdrawn while the credit cards are outstanding.

     
5.

SHORT-TERM INVESTMENTS

     

Short-term investments represent funds invested in guaranteed investment certificates placed with a Schedule I Canadian bank.

8



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

6.

FIXED ASSETS


          Accumulated     Net book  
May 31, 2011   Cost     depreciation     value  
Office equipment $  3,866   $  1,903   $  1,963  
Computer hardware   18,319     9,811     8,508  
Computer software   14,776     14,613     163  
  $  36,961   $  26,327   $  10,634  
                   
                   
          Accumulated     Net book  
November 30, 2010   Cost     depreciation     value  
Office equipment $  3,866   $  1,691   $  2,175  
Computer hardware   18,319     8,375     9,944  
Computer software   14,776     14,486     290  
  $  36,961   $  24,552   $  12,409  

7.

MINERAL PROPERTIES




Six months ended
May 31, 2011




Balance,
beginning
of period






Expenditures
capitalized,
net of disposals
and recoveries









Impairment






Value
ascribed to
warrants
received







Balance,
end
of period


Copper King                              
     Milford (a) $  4,558,253   $  216,744   $  –   $  –   $  4,774,997  
MAN Project (b)   8,369,949     (85,875 )           8,284,074  
Salt Chuck (c)   246,358     7,873             254,231  
Fond du Lac (d)   4,337,955     14,919             4,352,874  
William Lake (e(i))   20,535,053     161,499             20,696,552  
Tower (e(ii))   37,220     (29,800 )           7,420  
Forgues and                              
     HPM (e(iii))   (94,917 )   3,969     31,030         (59,918 )
Manibridge (e(iv))   431,667     6,400             438,067  
Raglan (e(v))   (3,930 )   258,441             254,511  
Rainbow (e(vi))   137,683     15,319             153,002  
  $  38,555,291   $  569,489   $  31,030   $  –   $  39,155,810  

9



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7.

MINERAL PROPERTIES (continued)

     
(a)

Copper King, Milford, Utah, United States

     

The Copper King, Milford property has been operated by Copper King Mining Corporation, and its affiliate Western Utah Copper Company (WUCC), which are currently operating under Chapter 11 bankruptcy protection. Under the terms of a 2002 agreement, if WUCC failed to put the Company’s claims into production within a specified period of time, which was extended by agreement of the parties to November 1, 2008, the Company had an option to reacquire the claims. In June 2009, after repeated attempts to confirm the precise production status of this project, the Company launched an action for declaratory relief in the Federal Court in Utah to decide certain issues. In January 2010, the Company advised WUCC that it was exercising its option to reacquire the claims.

     

Under the 2002 agreement the Company had been entitled to certain royalties that were capped at US$10 million ($9.7 million) in the event that WUCC achieved production. A group of private investors that includes a current director of Pure Nickel Inc. has asserted that it holds a 12% interest in those royalties. Another party has alleged that it holds a 2% net smelter return royalty on certain claims.

     

After the Company filed the action for declaratory judgement, WUCC launched claims against it which management believes to be wholly without merit. Please refer to Note 17 – Contingencies.

     
(b)

MAN Property, Alaska, United States

     

In March, 2010 Itochu exercised its option by paying US$500,000 ($507,800 at that time). In consideration for accelerating the exploration program in 2010 by 90% from the previously agreed amount, and for accelerating other payments going forward, Itochu’s participating interest granted under the option was increased to 30% from the 20% originally agreed. Itochu funded an exploration budget of US$7.5 million ($7.7 million) in 2010, and it has the right to earn up to a 75% interest in the MAN property by investing an aggregate of US$40 million (approximately $39 million) and meeting certain other conditions, by 2013.

     

Effective April 1, 2010, pursuant to the agreement with Itochu, this property has been owned by MAN Alaska LLC, a joint venture in which the Company has a 70% membership interest.

     
(c)

Salt Chuck, Alaska, United States

     

The Salt Chuck property consists of mining claims covering approximately 1,082 hectares near the historic Salt Chuck mine on Prince of Wales Island, Alaska.

     
(d)

Fond du Lac Project (formerly known as Axis Lake Project), Saskatchewan, Canada

     

Fond du Lac is located in northern Saskatchewan and comprises six contiguous claims covering 19,713 hectares on the northern edge of the Athabaska Basin.

10



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7.

MINERAL PROPERTIES (continued)

       
(e)

Former Xstrata properties

       

In 2007, the Company purchased the property rights for the properties listed below from Xstrata Nickel, a division of Falconbridge Limited, subject to a 2% net smelter return royalty. In addition, Xstrata has a one-time right to repurchase a 50% working interest in any one of the properties if certain conditions are met. Xstrata also has the right to purchase 100% of the ore produced at market prices.

       
(i)

William Lake, Manitoba, Canada

       

The William Lake property is located in central Manitoba. There is no joint venture partner on this property at present.

       
(ii)

Tower property, Manitoba, Canada

       

The Tower property is located immediately north of the William Lake property. During 2008, the Company entered into an option agreement with Rockcliff Resources Inc. under which Rockcliff may earn up to a 70% interest in the Tower property located within the William Lake property area. As at date of writing, Rockcliff has not vested any interest in these claims but work is proceeding under the agreement.

       
(iii)

Forgues and HPM, Quebec, Canada

       

In 2007, the Company granted Manicouagan Minerals Inc. an option to earn up to a 70% interest in 39 mining claims comprising the Forgues and HPM (Haut Plateau de la Manicouagan East) property in Quebec. In November 2009 Manicouagan had made the required option payments and exploration expenditures to earn a 50% interest in the property. This is a related party transaction as a director of the Company is the founder and a significant shareholder of Manicouagan (Note 12). Management decided during the second quarter that due to the low potential for discovery the 25 claims that comprise the Forgues portion of the property will not be renewed. Consequently those claims have been written off.

       
(iv)

Manibridge, Manitoba, Canada

       

The Manibridge property is located in Manitoba, 128 km southwest of Thompson. The Company has a 50-50 joint venture agreement with Crowflight Minerals Inc. to explore for deposits. Each party must contribute properties as well as $3 million each, over a four year period to fund preliminary exploration activities. The Company also has an option to earn a 50% interest from Crowflight in an area surrounding the joint venture area subject to meeting certain expenditure requirements.

       
(v)

Raglan, Quebec, Canada

       

Raglan property located in northern Quebec and comprises two properties: SR1 and Nuvilik. During the fourth quarter of 2010 the Company made the decision to not renew the mining claims on the SR1 portion of the Raglan property.

11



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

7. MINERAL PROPERTIES (continued)
       
  (vi) Rainbow, Nunavut, Canada
  The Rainbow property is located in a remote region of Nunavut and consists of mining claims covering approximately 20,000 hectares.
       
8. SHAREHOLDERS’ EQUITY
       
  (a) Share capital
       
Share capital consists of unlimited authorized common shares without par value. There are 67,832,226 common shares issued and outstanding at May 31, 2011 (November 30, 2010 – 67,832,226).

                            Total share-  
    Common shares     Contributed           holders’  
    Shares     Amount     surplus     Deficit     equity  
As at November 30, 2010   67,832,226   $  44,441,620   $  12,035,229   $  (14,016,092 ) $  42,460,757  
Stock-based compensation             19,508         19,508  
Net loss                 (360,394 )   (360,394 )
As at February 28, 2011   67,832,226   $  44,441,620   $  12,054,737   $  (14,376,486 ) $  42,119,871  
Stock-based compensation             157,460         157,460  
Net loss                 (523,849 )   (523,849 )
As at May 31, 2011   67,832,226   $  44,441,620   $  12,212,197   $  (14,900,335 ) $  41,753,482  

  (b)

Stock options

     
 

Under the Company’s stock option plan options on common shares may be issued for up to a cumulative amount that may not exceed 10% of shares outstanding. The exercise price for each option granted under the Plan is based upon the five-day weighted average market price at the date of the grant, and the term may not exceed ten years from the date of the grant of the option. The specific terms including vesting period and term of the option are set by the board of directors.

12



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

8.

SHARE CAPITAL (continued)

   

Stock option activity since November 30, 2009 is presented below:


            Weighted  
            average  
      Number of     exercise  
      shares     price $  
 

Outstanding, November 30, 2009

  4,460,000     0.56  
 

Granted

  2,630,000     0.22  
 

Exercised

  (66,667 )   0.065  
 

Cancelled

  (33,333 )   0.065  
 

Expired

  (1,900,000 )   1.11  
 

Outstanding, November 30, 2010

  5,090,000     0.19  
 

Expired

  (100,000 )   0.31  
 

Outstanding, February 28, 2011

  4,990,000     0.19  
 

Granted

  1,880,000     0.165  
 

Expired

  (950,000 )   0.26  
 

Outstanding, May 31, 2011

  5,920,000     0.17  

The following stock options are outstanding and exercisable at May 31, 2011:

      Options outstanding           Options exercisable  
            Weighted                    
            average     Weighted           Weighted  
  Exercise         remaining     average           average  
  price   Number of     contractual life     exercise     Number of     exercise  
  $   shares     in years     price $     shares     price $  
  0.06   785,000     0.5     0.06     785,000     0.06  
  0.065   400,000     0.8     0.065     400,000     0.065  
  0.165   1,880,000     2.9     0.165     1,305,000     0.165  
  0.20   2,230,000     1.9     0.20     1,855,000     0.20  
  0.26   25,000     0.1     0.26     25,000     0.26  
  0.265   200,000     1.0     0.265     200,000     0.265  
  0.30   400,000     2.1     0.30     400,000     0.30  
      5,920,000     2.0     0.17     4,970,000     0.17  

Stock options outstanding at May 31, 2011 expire from June 19, 2011 to May 3, 2014.

13



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

9.

STOCK-BASED COMPENSATION

   

During the six months ended May 31, 2011, the Company granted 1,880,000 stock options to directors, officers, employees and consultants of the Company (May 31, 2010 – 2,230,000). The weighted average exercise price of the options granted during the six months ended May 31, 2011 was $0.165 (May 31, 2010 – $0.20). The fair value of each option was calculated using the Black- Scholes option-pricing model at the date of each grant using the following assumptions:


      Six months     Six months  
      ended May 31,     ended May 31,  
      2011     2010  
  Expected option lives   3.0 years     3.0 years  
  Risk-free interest rate   1.7%     1.6%  
  Expected dividend yield   0%     0%  
  Expected stock price volatility   117%     126%  

During the six months ended May 31, 2011, the Company recognized $176,968 of stock based compensation expense (2010 - $231,692), which has been recorded in the consolidated statements of operations, comprehensive loss and deficit.

   
10.

INCOME TAXES

   

In assessing the realization of the Company’s future income tax assets, management considers whether it is more likely than not that some portion or all of the future income tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The amount of future income tax assets considered realizable could change materially in the near term based on future taxable income generated during the carry-forward period.

   
11.

LOSS PER SHARE

   

The weighted average number of shares outstanding used in the computation of earnings (loss) per share for the six months ended May 31, 2011 was 67,832,226 (2010 – 67,787,781). Outstanding stock options have not been considered in the computation of diluted loss per share as the result is anti-dilutive.

14



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

12.

RELATED PARTY BALANCES AND TRANSACTIONS

     

At May 31, 2011, $154,434 was due from MAN Alaska LLC, the joint venture of which the Company has a 70% participating interest, as reimbursement for expenses incurred or amounts paid by the Company on behalf of MAN Alaska LLC. The amount is non-interest bearing, unsecured, is due on demand and was repaid during June 2011.

     

During the six months ended May 31, 2011, the Company incurred legal expenses, which are included within administration and general expenses, with a firm of which a director of the Company was a principal, of $8,455 (2010 - $5,659). The transactions were in the normal course of operations and have been recorded at the exchange amounts which the parties believe to be fair value.

     

As described in Notes 7(a) and 7(e)(iii) respectively, a director of the Company is part of a group of investors that may have a net profit interest in copper production of the Copper King property, and a director is the founder and a significant shareholder of Manicouagan Minerals which holds an option in one of the Company’s properties.

     
13.

FINANCIAL INSTRUMENTS

     
(a)

Fair value

     

The Company has various financial instruments comprising of cash and cash equivalents, short- term investments, amounts receivable, accounts payable and accrued liabilities. The carrying values of these financial instruments approximate their fair value due to their short-term maturities.

     

Investments consist of warrants to purchase common shares of other entities. These are accounted for as derivatives, and thus recorded at their fair value, which at May 31, 2011 was $36,625. The valuation was calculated using the Black-Scholes option pricing model which takes into account various factors including the strike price of the warrants, the current market prices of the underlying securities and the expected volatility of the prices of the underlying securities. The latter two factors may fluctuate significantly during the term that the warrant is held. In addition, the value of the warrants is reduced as time goes by and the time remaining until expiry is reduced. For these reasons, the fair value of the investments may fluctuate significantly, with the maximum loss restricted to the fair value of the investment noted above.

     
(b)

Credit risk

     

The following assets are exposed to credit risk: cash and cash equivalents, restricted cash and cash equivalents, short-term investments, and amounts receivable. The Company maintains all of its cash and cash equivalents, restricted cash and cash equivalents and short-term investments invested in demand deposits and short-term instruments at a major Canadian financial institution. Most of these amounts are not insured but depend upon the general creditworthiness of the institution. The Company believes that exposure to credit risk is low.

     
(c)

Liquidity risk

     

The Company has no debt and its financial assets are relatively liquid, therefore has very limited exposure to liquidity risk.

     
(d)

Interest rate risk

     

The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

15



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

13.

FINANCIAL INSTRUMENTS (continued)

     
(e)

Currency risk

     

As the Company operates in the United States, some of the Company’s financial instruments and transactions are denominated in United States funds. Fluctuation in the exchange rates between the United States dollar and the Canadian dollar could have a material effect on the Company’s business, financial condition and results of operations.

     

At May 31, 2011, the Company had net monetary assets denominated in United States funds of $252,477 (US$260,657). Based upon the period-end balance, an increase of 15% in the Canada to U.S. dollar exchange would result in an increase in the net loss and comprehensive loss of $33,000, and a reduction of 15% would result in a decrease in the net loss and comprehensive loss of $43,000. Management believes that it is not likely but it is possible that the exchange rate could fluctuate by more than 15% within the next 12 months.

     
14.

JOINT VENTURE

     

The Company’s investment in the MAN Alaska property is owned by MAN Alaska LLC, a joint venture in which the Company has a 70% membership interest. The joint venture was established effective April 1, 2010.

     

As at May 31, 2011, the Company’s interest in that joint venture consists of the following asset:


  Mineral property $8,111,041

During the six months ended May 31, 2011, the Company’s interest in revenues, expenses and cash flows in the joint venture were nil.

   
15.

CAPITAL DISCLOSURES

   

The Company considers all of the components of shareholders’ equity to be capital. The Company’s objectives in managing capital are to safeguard its ability to operate as a going concern and to generate a superior return to shareholders. The Company has no debt and does not expect to enter into debt financing. It expects to finance exploration activity through joint ventures, sales of property interests, and by raising additional share capital when market conditions are suitable. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements. There have been no changes to the Company’s approach to capital management during the year.

16



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

16.

SEGMENT DISCLOSURES

   

The Company’s fixed assets and mineral properties by geographic distribution are as follows:


  May 31, 2011   Canada     United States     Total  
  Fixed assets $  10,634   $  –   $  10,634  
  Mineral properties   25,842,508     13,313,302     39,155,810  
    $  25,853,142   $  13,313,302     39,166,444  
                     
  November 30, 2010   Canada     United States     Total  
  Fixed assets $  12,409   $  –   $  12,409  
  Mineral properties   25,380,731     13,174,560     38,555,291  
    $  25,393,140   $  13,174,560   $  38,567,700  

17.

CONTINGENCIES

   

In 2009 the Company (through a subsidiary) filed an action for declaratory relief against Western Utah Copper Company (WUCC) in the United States District Court, Utah, requesting interpretation of and the status and rights under an agreement (see Note 7(a)). After the Company filed the action for declaratory judgement, WUCC launched claims against it which management believes to be wholly without merit. The litigation was initially stayed due to the Chapter 11 bankruptcy, but the bankruptcy court later lifted the stay, and as a result, the litigation is now moving forward.

   

Management is of the opinion the court actions and related claims by WUCC are without merit and that the most likely outcome is that title to the claims transferred to WUCC under the 2002 agreement will revert back to us. In any event, the Company is taking actions to protect its interests during the bankruptcy proceedings. However, the outcome of litigation is always uncertain.

   
18.

COMPARATIVE FIGURES

   

Certain comparative figures have been reclassified to conform to the current presentation.

17



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

19.

DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES

   

These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”), which differ in certain respects from those generally accepted in the United States of America (“U.S. GAAP”). Under Canadian GAAP, the Company capitalizes all costs related to the acquisition, exploration and development of non- producing mineral properties. Under U.S. GAAP, acquisition costs of mineral rights are capitalized, but exploration and development costs are expensed as incurred, until the establishment of commercially mineable reserves is complete, at which time any further exploration costs are capitalized. Under Canadian GAAP, enterprises in the development stage are encouraged to disclose cumulative information from the inception of the development stage. Under U.S. GAAP, this disclosure is required. Cumulative net losses since inception aggregate $14,900,335.

   

Under Canadian GAAP, the Company is required to account for the MAN Alaska LLC joint venture following proportionate consolidation. Under U.S. GAAP, the joint venture would be accounted for on the equity basis.

   

For Canadian GAAP, cash flows relating to mineral property exploration are reported as investing activities. For U.S. GAAP, these costs would be characterized as operating activities.

   

In June 2009, the FASB issued SFAS 168 – The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162 . SFAS 168 provides for the FASB Accounting Standards Codification (“ASC”) to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (GAAP). The ASC did not change GAAP but reorganizes the literature. SFAS 168 was effective for interim and annual periods ending after September 15, 2009. The adoption of this statement has not had any effect on the Company’s consolidated financial statements.

   

In February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855); Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-9”). The standard amends Subtopic 855-10, “Subsequent Events” to remove the requirement for a SEC filer to disclose the date through which subsequent events have been evaluated. ASU 2010-9 is effective upon issuance of the final update. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its consolidated financial statements.

18



PURE NICKEL INC.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

19.

DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CANADA AND THE UNITED STATES (continued)

     

The differences in accounting for mineral properties under Canadian and U.S. GAAP had the following effects on the Company’s financial statements.

     
(i)

Net Loss and Loss per Share


      Six months     Six months  
      ended May 31,     ended May 31,  
      2011     2010  
  Net loss under Canadian GAAP $  (884,243 ) $  (1,347,375 )
  Capitalized expenditures on unproven mineral properties   (156,460 )   (97,402 )
  Net gain (loss) under U.S. GAAP $  (1,040,703 ) $  (1,444,777 )
  Gain (loss) per share under U.S. GAAP – basic and diluted $  (0.015 ) $  (0.021 )

  (ii)

Mineral Properties


            November 30,  
      May 31, 2011     2010  
  Mineral properties under Canadian GAAP $  39,155,810   $  38,555,291  
  Capitalized expenditures on unproven mineral properties   (18,958,351 )   (18,801,891 )
  Reclassification to investment in joint venture   (69,024 )   (69,024 )
  Mineral properties under U.S. GAAP $  20,128,435   $  19,684,376  

  (iii)

Investment in Joint Venture


            November 30,  
      May 31, 2011     2010  
  Investment in joint venture under Canadian GAAP $  –   $  –  
  Reclassification from mineral properties   69,024     69,024  
  Investment in joint venture under U.S. GAAP $  69,024   $  69,024  

  (iv)

Deficit


      May 31, 2011     May 31, 2010  
  Deficit under Canadian GAAP $  (14,900,335 ) $  (13,054,701 )
  Capitalized expenditures on unproven mineral properties   (18,958,351 )   (19,684,452 )
  Deficit under U.S. GAAP $  (33,858,686 ) $  (32,739,153 )

19



Exhibit 99.2

______________________________________________

PURE NICKEL INC.

MANAGEMENT DISCUSSION AND ANALYSIS

SECOND QUARTER ENDED MAY 31, 2011

______________________________________________



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

MANAGEMENT DISCUSSION AND ANALYSIS

Background and overview

This Management Discussion and Analysis (MD&A) is intended to assist readers in understanding Pure Nickel Inc. (“Pure Nickel,” the “Corporation,” “we,” “our,” “us”), its business environment and future prospects. This MD&A should be read in conjunction with our unaudited interim consolidated financial statements and related notes for the six-month period ended May 31, 2011, and the most recent annual consolidated financial statements. Information herein includes any significant developments to July 6, 2011, the date on which the MD&A was approved by our directors.

We are in the business of acquiring, exploring and developing mineral properties in Canada and the United States, primarily those containing nickel, platinum group elements (PGEs), copper, gold, silver and associated base and precious metals. Our intention is to explore undeveloped properties with the expectation of developing them to a level where an ore body is indicated or likely. We would then expect to develop a joint venture or purchase option with a larger mining company to further develop the property and, if justified, to take the property into production. At that point we would expect to retain an interest in the property: either a percentage of ownership, or receive a percentage royalty from the production.

Our common shares trade on the Toronto Stock Exchange under the symbol “NIC,” and on the Over the Counter Bulletin Board in the United States under the symbol “PNCKF”. Our consolidated financial statements are prepared in Canadian dollars and in accordance with Canadian generally accepted accounting principles (“GAAP”). (We disclose differences between Canadian GAAP and United States GAAP in a note to our consolidated financial statements.) Unless otherwise indicated herein, all dollar amounts are stated in Canadian dollars.

We were incorporated under the Company Act (British Columbia) on April 29, 1987, and continued under the Canada Business Corporations Act on April 7, 2009. We conduct our U.S. operations through a wholly-owned subsidiary, Nevada Star Resource Corp. (U.S.), a Nevada corporation. Nevada Star Resource Corp. (U.S.) owns a 70% participating interest in MAN Alaska LLC, a Delaware limited liability company.

Exploration Plans for our Properties

For 2011, our initial exploration activity is focussed on the MAN Alaska property. We continue to seek joint venture, earn-in or other arrangements by which to advance the exploration of our properties without the cost of all of the work being borne by us.

2



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Second Quarter Highlights

MAN Alaska property

During the second quarter, ITOCHU Corporation, our exploration partner on this property, confirmed its continued participation in the exploration program at the MAN Alaska property. The property is currently under a joint venture agreement with ITOCHU under which it could earn up to 75% by incurring US$40 million of exploration expenditures on the MAN property by 2013. To date ITOCHU has earned a 30% interest in the property by funding US$14 million on exploration since 2008.

For the 2011 season, the exploration program and budget have been finalized, all permits are in place, and activity on the site has commenced with approximately 1,000 metres drilled to date. Service providers include Cabo Drilling Corp. and Last Frontier Air Ventures Ltd. A one drill program is underway to explore the Alpha Complex focusing on the Platinum Group Element (PGE) horizons that were discovered during the 2010 season. Several targets on the Rainy Complex, in the Northern region of the property have also been identified. These targets are based on strong geophysical anomalies and geochemistry analysis (rock, stream and sentiment analysis). The 2011 budget is approximately US$4.8 million.

Salt Chuck property

Our Salt Chuck property is located on Prince of Wales Island in the Alaskan Panhandle. The property consists of 146 contiguous federal lode mining claims (10.85 km2). The Salt Chuck mine produced approximately 300,000 metric tonnes of ore, reported by US government summaries (1948) to be 0.95 % Cu, 1.96 g/t Pd, 1.12 g/t Au and 5.29 g/t Ag. The mine was the largest producer of palladium in the USA during its era of production. It was also a producer of relatively high grade copper ores with credits in gold and silver.

The permitting process for the property has been initiated and plans for a fall or winter exploration program are being readied. The temperate climate on Prince of Wales Island is conducive for year round drilling.

Tower, Manitoba property

Over the past several months, results from a 24 hole, 7,500 metre drill program by Pure Nickel’s option partner Rockcliff Resources have been released. Results to date have been excellent and have consistently returned high grade copper values. Future drilling, subject to Rockcliff Resources scheduling, will be focused targeting the mineralization along strike and to a vertical depth of 600 metres.

Rockcliff Resources Inc. continues to intersect significant high grade copper-gold-zinc-silver (VMS) mineralization within the Tower VMS Zone. High grade results from holes 7 and 8 were as follows: For hole 7: 3.2% copper, 1.1g/t gold, 0.6% zinc and 17.5 g/t silver across 4.6 m including 4.6% copper, 1.7 g/t gold, 0.9% zinc and 29.8g/t silver across 2.2 m. For hole 8: 7.6% copper, 2.0 g/t gold, 1.7% zinc and 35.4g/t silver across 8.2 m including 9.8% copper, 2.8 g/t gold, 2.2% zinc and 45.9 g/t silver across 5.3 m.

3



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

As reported by Rockcliff Resources, “The Tower VMS Zone represents a high grade VMS (copper, gold, zinc, silver) system that is open in all directions and hosted within an unexplored twelve km long regional structure within the property. Rockcliff will continue to define the limits of the Tower VMS Zone through drilling and geophysics but will now expand its efforts along strike of the zone to determine the VMS potential of the regional structure. With VMS deposits typically occurring in clusters, the remaining unexplored regional structure has significant potential for additional discoveries.”

Copper King, Milford, Utah

Our property in Utah has been operated by Copper King Mining Corporation, and its affiliate Western Utah Copper Company (WUCC), which are currently operating under Chapter 11 bankruptcy protection. Under the terms of a 2002 agreement, if WUCC failed to put our claims into production within a specified period of time, which was extended by agreement of the parties to November 1, 2008, we had an option to reacquire the claims. In June 2009, after repeated attempts to confirm the precise production status of this project, we launched an action for declaratory relief in the Federal Court in Utah to decide certain issues. In January 2010, we advised WUCC that we were exercising our option to reacquire the claims.

Under the 2002 agreement we had been entitled to certain royalties that were capped at US$10 million ($9.7 million) in the event that WUCC achieved production. A group of private investors that includes a current director of Pure Nickel Inc. has asserted that it holds a 12% interest in those royalties. Another party has alleged that it holds a 2% net smelter return royalty on certain claims.

After we filed the action for declaratory judgement, WUCC launched claims against us which we believe to be wholly without merit. The litigation was initially stayed due to the Chapter 11 bankruptcy, but the bankruptcy court later lifted the stay, and as a result, the litigation is now moving forward.

We believe that the most likely outcome is that title to the claims transferred to WUCC under the 2002 agreement will revert back to us. In any event, we are taking actions to protect our interests during the bankruptcy proceedings. However, the outcome of litigation is always uncertain.

Property Divestiture

The HPM/Forgues property located in Quebec is jointly owned by Manicouagan Minerals and Pure Nickel. Due to the low potential for discovery the 25 claims that comprise the Forgues portion of the property will not be renewed. The claims that make up the HPM portion of the property will remain in the joint venture partnership.

4



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

We have mineral rights to a number of exploration properties in various stages of exploration in North America. A summary of the properties is presented in the table below.

Property Location Claims
area
( approx. )
Comments
MAN Alaska (400 km NE of Anchorage, 265 km SE of Fairbanks) 40,380 hectares The property is currently in the early exploration stage. We regard MAN as one of our more important properties and are operating under an option agreement with ITOCHU Corporation, under which Itochu has acquired a 30% participating interest in the property, and may acquire up to 75%.
William Lake
Manitoba (70 km from Grand Rapids)
30,553 hectares We consider William Lake to be one of our premier properties. An extensive exploration program was conducted during 2008.
Tower Property 7,627 hectares On February 21, 2008, we granted an option to Rockcliff Resources Inc. under which they may earn up to a 70% interest in the Tower claims, which are located within the northern portion of the William Lake claim block. Rockcliff commenced exploration in October 2010.
Salt Chuck Alaska, Prince of Wales Island 1,082 hectares The property is currently in the early exploration stage.
Fond du Lac Saskatchewan (20 km NW of Stony Rapids) 19,713 hectares The property is currently in the early exploration stage. We consider Fond du Lac to be one of our more promising properties, as results from two exploration programs have yielded encouraging results.
Manibridge Manitoba (128 km SW Thompson ) 274 hectares We have a 50-50 joint venture agreement with Crowflight Minerals Inc. to explore for deposits. Each of us contributes properties and funds for preliminary exploration activities. We also have an option to earn a 50% interest from Crowflight in an area surrounding the joint venture area by spending $1.5 million over a three year period.
Haut Plateau de la Manicouagan East (HPM) Quebec (180 km NW of Sept Isles) 748 hectares Manicouagan Minerals Inc. has earned a 50% interest in the property by making the required options and exploration expenditures.
Raglan, Nuvilik Quebec 9,982 hectares This property is currently in the early exploration stage.
Rainbow Nunavut (380 km NW of Churchill, and 612 km N of Thompson) 19,850 hectares The property is currently in the early exploration stage. In 2010, a soil geochemical survey was completed.
Copper King, Milford Utah 2,830 hectares The property has been operated by Copper King Mining Corporation, and its affiliate Western Utah Copper Company (WUCC), which are currently operating under Chapter 11 bankruptcy protection. Under the terms of an agreement in 2002, if WUCC failed to put our claims into production within a specified period of time, which was extended by agreement of the parties to November 1, 2008, we had an option to reacquire the claims. Please refer to discussion above, “Copper King, Milford, Utah.”

5



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Selected financial information

Three months
ended
May 31,2011

Three months
ended
May 31,2010
Six months
ended
May 31, 2011
Six months
ended
May 31, 2010
Revenues $             − $             − $             − $             −
Expenses – Administration and general 527,785 849,731 885,871 1,246,420
Expenses – other (3,936) 103,704 (1,628) 100,955
Net loss 523,849 953,435 844,243 1,347,375
Net loss per share 0.01 0.01 0.01 0.02
   .        

Results of operations – three months ended May 31, 2011

We received no operating revenues during the three months ended May 31, 2011, which is unchanged from the three months ended May 31, 2010. We do not currently generate revenues or cash flows from operations (except for interest income and some payments related to mineral properties that are credited to mineral properties on the balance sheet rather than being identified as revenues in our statement of operations). This was in accordance with expectations as we are an exploration stage company and expect to finance activities through joint ventures, the sale of property interests, and by raising additional share capital when market conditions are suitable.

We reported a net loss of $523,849 or $0.01 per share for the three months ended May 31, 2011, compared to a net loss of $953,435 or $0.01 per share for the three months ended May 31, 2010. The loss includes a $5,428 loss on foreign exchange for which the comparative figure is a gain of $32,617. Our policy has been to maintain U.S. dollar cash balances for the payment of expenses incurred in that currency: the loss results from the appreciation of the Canadian dollar during the quarter. The loss was reduced by a recovery from the write-off of a credit balance pertaining to the Forgues portion of our HPM/Forgues property when we determined that due to the low potential for discovery those claims would not be renewed.

General and administrative expenses for the three months ended May 31, 2011 were $527,785 compared to $849,731 for the three months ended May 31, 2011. The decrease in expenses is attributable to a charge of $157,460 for non-cash stock-based compensation compared to $226,394 for the comparative period. Cash bonuses paid to employees and consultants during the three months ended May 31, 2011 was nil compared to $295,000 for the three months ended May 31, 2010. Change in fair value of investments is reported as a loss of $30,250 compared to a loss of $142,750 for the comparative period. When we receive warrants as part of an option agreement with a venture partner, under Generally Accepted Accounting Principles we are required to record the warrants at their fair value, and then record changes in their fair value at each balance sheet reporting date.

Cash used by operating activities was $361,390, compared to cash generated by operating activities of $702,690 in the previous year. The main reason for the change was cash generated from changes in accrued liabilities of $1,458,849 for the three months ended May 31, 2010 due to accounting timing differences related the MAN Alaska LLC joint venture to finance exploration at the MAN Alaska property. Investing activities used cash of $279,008 for the three months ended May 31, 2011 compared to $1,675,398 of cash generated by investing activities in the three months ended May 31, 2010, due to the shifting of short-term investments between term deposits and savings accounts, in order to maximize interest revenue. There was no cash raised by financing activities during the current period compared to cash generated from financing activities of $507,800 for the corresponding period in the previous year which represented the proceeds from Itochu Corporation exercising their option to acquire an interest in the MAN Alaska property, as described in note 7(b) of the consolidated interim financial statements.

6



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Results of operations – six months ended May 31, 2011

We received no operating revenues during the six months ended May 31, 2011, which is unchanged from the six months ended May 31, 2010. We do not currently generate revenues or cash flows from operations (except for interest income and some payments related to mineral properties that are credited to mineral properties on the balance sheet rather than being identified as revenues in our statement of operations). This was in accordance with expectations as we are an exploration stage company and expect to finance activities through joint ventures, the sale of property interests, and by raising additional share capital when market conditions are suitable.

We reported a net loss of $884,243 or $0.01 per share for the six months ended May 31, 2011, compared to a net loss of $1,347,375 or $0.02 per share for the six months ended May 31, 2010. The loss includes a $33,755 loss on foreign exchange for which the comparative figure is a gain of $29,163. Our policy has been to maintain U.S. dollar cash balances for the payment of expenses incurred in U.S. dollars: the loss results from the appreciation of the Canadian dollar during the period. The loss was reduced by a recovery from the write-off of a credit balance pertaining to the Forgues portion of our HPM/Forgues property when we determined that due to the low potential for discovery those claims would not be renewed.

General and administrative expenses for the six months ended May 31, 2011 were $885,871 compared to $1,246,420 for the six months ended May 31, 2010. The decrease in expenses is attributable to a decrease of $55,000 for non-cash stock-based compensation and a decrease of $295,000 for cash bonuses paid to employees and consultants. Change in fair value of investments is reported as a loss of $13,125 compared to a loss of $ 131,375 for the comparative period. When we receive warrants as part of an option agreement with a venture partner, under GAAP we are required to record the warrants at their fair value, and then record changes in their fair value at each balance sheet reporting date.

Cash used in operating activities was $1,059,384, compared to cash generated by operating activities of $251,671 in the prior period. The main reason for the change was cash generated from changes in accrued liabilities of $1,342,366 due to accounting timing differences related the MAN Alaska LLC joint venture to finance exploration at the MAN Alaska property. Investing activities used cash of $28,260 for the six months ended May 31, 2011 compared to $1,501,416 of cash provided by investing activities in the six months ended May 31, 2010. The difference is a result of a reduction in transfers of short-term investments from term deposits to savings accounts. Cash from financing activities was nil for the six months ended May 31, 2011 compared to $507,800 in the prior period, which represented the proceeds from Itochu Corporation exercising their option to acquire an interest in the MAN Alaska property, as described in note 7(b) of the consolidated interim financial statements.

7



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Quarterly Information

Selected financial information for the previous eight quarters is set out below.

Quarter
ended
May 31, 2011
$
Quarter
ended
Feb. 28, 2011
$
Quarter
ended
Nov. 30, 2010
$
Quarter
ended
Aug. 31, 2010
$
Revenues
Expenses 527,785 358,086 153,918 81,263
Net income (loss) (523,849) (360,394) (843,874) (117,517)
Net income (loss) per share* (0.008) (0.005) (0.01) (0.002)
Quarter
ended
May 31, 2010
$
Quarter
ended
Feb. 28, 2010
$
Quarter
ended
Nov. 30, 2009
$
Quarter
ended
Aug. 31, 2009
$
Revenues  −
Expenses 849,731 396,689 465,473 103,651
Net income (loss) (849,731) (393,940) (520,241) (72,513)
Net income (loss) per share* (0.01) (0.006) (0.008) (0.001)

* Note: Fully diluted loss per share is not presented since it would be anti-dilutive.

Liquidity and Capital Resources

Currently, none of our property interests generate revenue. Our capital needs have historically been met by the issuance of securities (either through private placements, the exercise of stock options, and the issuance of shares for services, property or other assets). Fluctuations in our share price will affect our ability to obtain future financing, and future financing will represent dilution to existing shareholders. In addition, such price fluctuations will influence the propensity of holders of our warrants to exercise them into shares of the Corporation.

We had cash and equivalents as well as short term investments of $2,476,031 at May 31, 2011 compared to $4,104,904 at November 30, 2010. This balance includes restricted cash and cash equivalents of $83,901 (November 30, 2010 - $85,931) which are funds invested in guaranteed investment certificates with maturities of less than three months as security for corporate credit cards. Working capital was $2,550,413 at May 31, 2011 compared to $3,843,307 at November 30, 2010. Current liabilities at May 31, 2011 consisted of accounts payable and accrued liabilities payable totalling $220,823 compared to $438,457 at November 30, 2010.

The exploration and development of our mineral projects will require substantial additional capital. Failure to obtain sufficient capital would result in the delay or indefinite postponement of exploration, development or production on any or all projects, and may cause loss of participating project interests (please refer to Risks, on page 14). Management believes that the working capital on hand at May 31, 2011 will be sufficient to cover general and administrative expenses and property holding and exploration costs for the next 12 months.

8



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Off-Balance-Sheet Arrangements

We have not entered into any off-balance-sheet financing arrangements.

Transactions with Related Parties

During the six months ended May 31, 2011, we incurred legal expenses with a firm of which a director was a principal during the period of $8,455 (2010 - $5,659) for legal services. The balance and transactions were in the normal course of operations and have been recorded at the exchange amounts which the parties believe to be fair value.

Proposed Transactions

We are not aware of any proposed transactions involving a proposed asset or business or business acquisition or disposition which may have a material effect on our financial condition, results of operations and cash flows. At any time, however, we may have under consideration potential transactions in such categories as part of the continuous review of our business activities and opportunities.

Share Capital

At May 31, 2011, share capital was as follows:

  Issued and outstanding common shares 67,832,226
  Stock options 5,920,000

9



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Critical Accounting Estimates and Policies

Our consolidated financial statements for the three months and six months ended May 31, 2011 are prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). Management makes certain estimates and relies upon certain assumptions related to reporting our assets and liabilities as well as results of operations in conformity with Canadian GAAP. Actual results will differ from these estimates and assumptions.

The most significant accounting estimates for us relate to the carrying values of our mineral property assets. Mineral properties consist of exploration and mining claims and leases. Acquisition and exploration costs are capitalized and deferred until such time as the property is put into production or the properties are disposed of either through sale or abandonment. The estimated values of all properties are assessed by management on a continual basis and if the carrying values exceed estimated recoverable values, then these costs are written down to the estimated recoverable values. If properties are put into production, the costs of acquisition and exploration are written off over the life of the property, based on the estimated economic reserves. Proceeds received from the sale of any interest in a property are first credited against the carrying value of the property, with any excess included in operations for the period. Following are our more critical accounting policies.

Mineral Properties

Mineral property acquisition and exploration costs are recorded at cost. All direct and indirect costs related to the acquisition of the interests are capitalized until the properties to which they relate are placed into production, sold, or management determines that there is an impairment. These costs will be amortized on the basis of units of production produced in relation to the proven reserves available on the related property following commencement of production. Mineral properties that are sold before a property reaches the production stage have proceeds from the sale of the property credited against the cost of the property, and any excess is recognized as income.

Foreign Exchange Loss

The consolidated financial statements are stated in Canadian dollars, which is our functional currency. Transactions and account balances in foreign currencies and the accounts of integrated foreign subsidiaries have been translated into Canadian dollars using the temporal method. Under the temporal method, monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historic exchange rates. Revenue and expenses are translated at the exchange rates in effect on the transaction dates, except for depreciation, which is translated on the same basis as the related asset. The resulting exchange gains and losses are recognized in income.

Financial Instruments, including Investments

Financial instruments are measured at fair value upon initial recognition. After initial recognition, financial instruments are measured at their fair values, except for loans and receivables and other financial liabilities, which are measured at amortized cost. We have designated cash and cash equivalents and restricted cash as held-for-trading. Short-term investments are designated as available-for-sale. Accounts receivable are classified as loans and receivables and approximate fair value. Accounts payable and accrued liabilities are classified as other financial liabilities and approximate fair value.

10



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Investments consist of warrants received as part of option agreements negotiated with venture partners. A fair value is ascribed to the warrants at the transaction date using the Black-Scholes option pricing model, and that amount is offset against capitalized mineral property expenditures. At each subsequent balance sheet date, the fair value is recalculated and any gain or loss is reported in the consolidated statement of operations, comprehensive loss and deficit.

Loss per Share

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. Outstanding stock options, warrants have not been considered in the computation of diluted loss per share as the result is anti-dilutive.

Stock Based Compensation

We have a plan for granting stock options to management, directors, employees and consultants. We recognize compensation expense for this plan under the fair value based method in accordance with CICA Handbook section 3870 “Stock-Based Compensation and Other Stock-Based Payments”. Under this method, the fair value of each option grant is estimated on the date of the grant and amortized over the vesting period, with the resulting amortization credited to contributed surplus. We estimate the fair value of each grant using the Black-Scholes option-pricing model. Consideration paid upon the exercise of stock options is recorded as share capital.

Changes in Accounting Policies

International Financial Reporting Standards

We will be required to adopt International Financial Reporting Standards (IFRS) effective December 1, 2011, so that the first time that we report under IFRS will be for the three months ended February 29, 2012. The conversion to IFRS will affect our accounting policies, information technology and data systems, internal controls over financial reporting, and disclosure controls and procedures. The transition may affect certain business processes such as foreign exchange conversion, and the interpretation of some contracts.

Our conversion plan has four phases: scoping and planning, detailed assessment, implementation, and post-implementation. We are currently in the detailed assessment phase which entails, among other things, selecting accounting policies under IFRS and under IFRS 1, “First-Time Adoption of International Financial Reporting Standards,” and determining the effect of their adoption on our financial systems and statements. We plan to prepare a mock-up of IFRS financial statements for review by the audit committee during fiscal 2011, and identify the additional information that will be required for IFRS disclosure

IFRS 1 provides companies adopting IFRS for the first time with some optional exemptions as well as certain mandatory exemptions for the preparation of the opening balance sheet. Our current assessment of the IFRS exemptions is as follows:

11



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

We are in the process of analyzing the effect of adopting IFRS on our financial statements. Some of the more important choices and implications of converting to IFRS are as follows:

The consolidated financial statements are stated in Canadian dollars, which is the Company’s functional currency. The functional currency is the currency of the primary economic environment in which the Company operates. The Company’s United States subsidiary Nevada Star Resource Corp. (US) and its joint venture MAN Alaska LLC each determine their own functional currency, which is United States dollars, so that items in their financial statements are measured in United States dollars.

12



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Transactions in foreign currencies (that is, in currencies other than the functional currency of each entity) are initially recorded at the functional currency spot rate of exchange prevailing at the date of the transaction. Assets and liabilities denominated in foreign currencies (not in the functional currency) are translated at the functional currency spot rate of exchange at the balance sheet date. All resulting differences are charged to foreign exchange gains or losses in the income statement. (In the future, if the Company were to have foreign currency borrowings accounted for as a hedge of a net investment in a foreign operation, foreign exchange differences thereon would be taken directly to equity until the disposal of the net investment, at which time they would be recognized in the income statement.)

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the balance sheet date and transactions reflected in their statements of operations are translated at the rates prevailing at the time of the transaction. The exchange differences are taken directly to a separate component of equity. On disposal of a foreign operation, the deferred cumulative amount recognized in equity relating to that particular foreign operation is recognized in the income statement.

The above comments should not be considered as a complete list of changes that will result from the transition to IFRS: our analysis is continuing and some policies remain to be addressed. In addition, the accounting bodies responsible for issuing Canadian and IFRS accounting standards have significant ongoing projects that could our financial statements, including projects regarding income taxes, financial instruments and joint venture accounting. In addition, there is an extractive industries project currently underway that will lead to more definitive guidance on the accounting for exploration expenditures, but this is still in the discussion paper stage and may not be completed for some time. We are continuing to monitor the development of these projects and will assess their impact in the course of our transition to IFRS.

Disclosure Controls and Procedures

Our CEO and CFO are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument (NI) 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings.

13



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

We designed the DC&P and ICFR, the latter of which was using the framework in Internal Control over Financial Reporting – Guidance for Smaller Public Companies published by COSO, which is based upon their earlier publication Internal Control – Integrated Framework, to provide reasonable assurance that material information relating to us is made known to our CEO and CFO during the reporting period; and that information required to be disclosed by us in our filings under securities legislation is recorded, processed, summarized and reported within the required time periods; and to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with Canadian GAAP.

Our CEO and CFO evaluated the design effectiveness of the DC&P and ICFR, as defined by NI 52-109, as of May 31, 2011. Based on this evaluation, they concluded that the designs of the DC&P and ICFR were effective as of May 31, 2011. NI 52-109 also requires Canadian public companies to disclose in their MD&A any change in ICFR during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, ICFR. No change to ICFR has occurred during the quarter.

Only reasonable rather than absolute assurance that misstatements would be prevented or detected on a timely basis by ICFR can be provided due to the inherent limitations of the ICFR system. Such limitations also apply to the effectiveness of ICFR as it is also possible that controls may become inadequate because of changes in conditions or deterioration in compliance with policies and procedures.

Economic Factors

Our financial performance will be directly affected by the exploration activities conducted on our projects, the results of those activities, and the possible development of the properties for commercial production of nickel or other valuable minerals. Should the results of such exploration activities warrant bringing any of the projects into commercial production, substantial additional funds would be required. Until such time as commercial production is achieved (and there can be no assurance that it will be), we will continue to incur administrative costs and exploration expenditures (many of which are capitalized) resulting in continuing operating losses and significant cash requirements. In the future, should the development of our mineral projects occur, then our financial performance will become more closely linked to the prices obtained for the nickel and/or other metals produced.

We report our financial results in Canadian dollars although our revenues, if any, will be primarily earned in U.S. dollars, while our expenses are in both currencies. The Canadian dollar has shown significant volatility compared with the U.S. dollar. As a result, prices of commodities (such as nickel) as well as the Canadian value of disbursements incurred in United States funds have been highly volatile. We take this volatility and anticipated trends in metal prices and foreign exchange rates into consideration when evaluating our business, prospects and projects and expenditures thereon.

Risks

Any investment in our common shares involves a high degree of risk. Risk factors that you should consider are set out in our Annual Information Form available at www.sedar.com . For readers in the United States, please refer to our 20-F available at www.sec.gov/edgar.shtml .

14



PURE NICKEL INC.
MANAGEMENT DISCUSSION AND ANALYSIS
MAY 31, 2011

Forward-Looking Statements

This Management Discussion and Analysis includes forward-looking statements concerning our future performance, operations, and financial performance and financial condition. These forward-looking statements may include, among others, statements with respect to our objectives and strategies to achieve those objectives, as well as statements with respect to our beliefs, plans, expectations, anticipations, estimates, and intentions. When used herein, the words “plan,” “believe,” “will,” “may,” “should,” “intend,” “estimate,” “expect,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations. We caution that all forward-looking information is inherently uncertain and actual results may differ materially from the assumptions, estimates, and expectations implied or expressed in the forward-looking information, and that actual future performance will be affected by a number of factors including economic conditions, technological change, and regulatory changes, all of which are beyond our control.

Future events and results may vary significantly from what is expected. We are under no obligation (and we expressly disclaim any obligation) to update the forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information

Additional information about Pure Nickel is available on our website at www.purenickel.com , on the (Canadian) SEDAR website at www.sedar.com , and on the (U.S.) EDGAR website at www.sec.gov/edgar.shtml .

15



Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, David McPherson, President and Chief Executive Officer of Pure Nickel Inc., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Pure Nickel Inc. (the “issuer”) for the interim period ended May 31, 2011.

       
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

       
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

       
4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings , for the issuer.

       
5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

       
(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

       
(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

       
(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

       
(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

       
5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework ( COSO Framework ) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO), and as set out in Internal Control over Financial Reporting – Guidance for Smaller Public Companies , also published by COSO.

       
5.2

N/A

       
5.3

N/A

       
6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2011 and ended on May 31, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: July 8, 2011

/s/ “David R. McPherson”
David R. McPherson
President and Chief Executive Officer



Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

I, Jeffrey D. Sherman, Chief Financial Officer of Pure Nickel Inc., certify the following:

1.

Review: I have reviewed the interim financial statements and interim MD&A (together, the “interim filings”) of Pure Nickel Inc. (the “issuer”) for the interim period ended May 31, 2011.

       
2.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

       
3.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

       
4.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings , for the issuer.

       
5.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

       
(a)

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

       
(i)

material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

       
(ii)

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

       
(b)

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

       
5.1

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer's ICFR is Internal Control – Integrated Framework ( COSO Framework ) published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO), and as set out in Internal Control over Financial Reporting – Guidance for Smaller Public Companies , also published by COSO.

       
5.2

N/A

       
5.3

N/A

       
6.

Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on March 1, 2011 and ended on May 31, 2011 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: July 8, 2011

/s/ “Jeffrey D. Sherman”
Jeffrey D. Sherman
Chief Financial Officer



Exhibit 99.5


FOR RELEASE July 8, 2011, immediately

Pure Nickel Reports Operating Highlights and Results for the Six Months Ended May 31, 2011

TORONTO, Ontario . Pure Nickel Inc. (NIC: TSX, OTCBB: PNCKF) today released its operating highlights and financial results for the quarter ended May 31, 2011.

Operating highlights

MAN Alaska Property

During the second quarter Pure Nickel’s partner on the MAN property confirmed its commitment to the 2011 program and the scope and budget of approximately US$4.8 million were finalized. The exploration program at the property is well underway. Larry Hulbert, D.Sc., P.Geo is the designated Qualified Person for this project.

Salt Chuck, Alaska Property

During the quarter we initiated the permitting process for the Salt Chuck property and plans for a fall or winter exploration program are being readied. Located on Prince of Wales Island in the Alaskan Panhandle, the property consists of 146 contiguous federal lode mining claims. The Salt Chuck mine produced approximately 300,000 metric tonnes of ore, reported by US government summaries (1948) to be 0.95 % Copper, 1.96 g/t Palladium, 1.12 g/t Gold and 5.29 g/t Silver. The mine was the largest producer of palladium in the USA during its era of production. Larry Hulbert, D.Sc., P.Geo is the designated Qualified Person for this project.

Tower, Manitoba Property

Pure Nickel’s option partner on the Tower Property, Rockcliff Resources, completed its fall/winter drill program in the second quarter. Results from a 24 hole, 7,500 metre drill program have been excellent and have consistently returned high grade copper values. Future drilling, subject to Rockcliff Resources scheduling, will target the mineralization along strike and to a vertical depth of 600 metres as well the TDEM (Time Domain Electromagnetic) geophysical conductors near the Tower Copper Deposit. Ken Lapierre, P.Geo., and Mark Smethurst, of Rockcliff Resources Inc., are the designated Qualified Persons for this project.

Results for six months ended May 31, 2011

Pure Nickel reported that its net loss was in line with expectations: $524,000 ($0.01 per share) for the three months ended May 31, 2011, compared to a net loss of $953,000 ($0.01 per share) for three months ended May 31, 2010, and a net loss of $884,000 ($0.01 per share) for the six months ended May 31, 2011, compared with a net loss of $1,347,000 ($0.02 per share) in the prior year. For further information please refer to Pure Nickel’s consolidated interim financial statements and the accompanying management discussion and analysis on the company’s website at www.purenickel.com, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov/edgar/searchedgar/companysearch.html. (All dollar amounts herein are in Canadian funds unless otherwise indicated.)


Corporate Update

Pure Nickel also announces that its Board of Directors granted 100,000 stock options to an employee. The options will have an exercise price the higher of the five day volume weighted average price or today’s close, a term of three years and are subject to the terms and conditions of the company Stock Option Plan.

About Pure Nickel Inc.

Pure Nickel is a mineral exploration company with a diverse collection of mineral exploration projects in North America.

Some of the statements contained herein may be forward-looking statements which involve known and unknown risks and uncertainties. Without limitation, statements regarding potential mineralization and resources, exploration results, expectations, plans, intention to delist from the OTCBB, and objectives of Pure Nickel are forward-looking statements that involve various risks. The following are important factors that could cause Pure Nickel’s actual results to differ materially from those expressed or implied by such forward-looking statements: changes in the world wide price of mineral commodities, general market conditions, risks inherent in mineral exploration, risks associated with development, construction and mining operations, the uncertainty of future exploration activities and cash flows, and the uncertainty of access to additional capital. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events may differ materially from those anticipated in such statements. Pure Nickel undertakes no obligation to update such forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on such forward-looking statements.

The TSX Exchange does not accept responsibility for the adequacy or accuracy of this release.

For further information:
The Howard Group Investor Relations
Jeff Walker
T. (888) 221-0915
Email: info@howardgroupinc.com
Website: www.howardgroupinc.com

CHF Investor Relations
Cathy Hume
T. (416) 868-1079
Email: cathy@chfir.com
Website: www.chfir.com

Pure Nickel Inc.
David McPherson
President and CEO
T. (416) 644-0066
Email: info@purenickel.com
Website: www.purenickel.com

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