Premium Nickel Resources Ltd
For the period ended Dec 31, 2023. Filed Jun 28, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Jun 28, 2024
NEXM$1.21-5.9%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (a) | Documents filed as part of this report. |
| (i) | Financial Statements - see Item 8. Financial Statements and Supplementary Data |
| (ii) | Financial Statement Schedules – None |
(Financial statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth therein is included in the financial statements or notes thereto.)
| (iii) | Report of Independent Registered Public Accounting Firm. |
| (iv) | Notes to Financial Statements. |
| (b) | Exhibits |
The exhibits listed on the accompanying Exhibit Index are filed as part of this Report.
Exhibit Index
| 3.1 | Articles of Continuance of the Company as filed with the Ministry of Government and Consumer Services under the Business Corporations Act (Ontario) on July 29, 2022 (incorporated by reference to Exhibit 1.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023) | |
| 3.1.1 | | Certificate of Continuance issued by the Ministry of Government and Consumer Services under the Business Corporations Act (Ontario) on July 29, 2022 (incorporated by reference to Exhibit 1.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023) |
| 3.2 | | By-Law No. 1 of the Company dated July 29, 2022 (incorporated by reference to Exhibit 1.3 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023) |
| 4.1 | | Description of Securities (incorporated by reference to Exhibit 2.6 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023) |
| 10.1 | | Warrant Certificate dated March 17, 2023 (incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023) |
| 10.2 | | Form of Broker Warrant Certificate (incorporated by reference to Exhibit 2.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023) |
| 10.3 | | Commitment Letter among the Company, certain guarantors and Pinnacle Island LP, dated November 8, 2022 (incorporated by reference to Exhibit 2.3 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023) |
| 10.4 | | Promissory Note dated November 25, 2022 between the Company and Pinnacle Island LP (incorporated by reference to Exhibit 2.4 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023) |
| 10.5 | | Amended and Restated Promissory Note dated March 17, 2022 between the Company and Pinnacle Island LP (incorporated by reference to Exhibit 2.5 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023) |
| 10.6 | | Asset Purchase Agreement dated September 28, 2021, between Trevor Glaum N.O., BCL Limited, PNRP and PNRC (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023) |
| 10.7 | | Amending Agreement dated January 19, 2022, between Trevor Glaum N.O., BCL Limited, PNRP and certain guarantors (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023) |
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| 10.8 | | Agency agreement dated February 24, 2023 among the Company, Paradigm Capital Inc., as lead agent and sole bookrunner, together with Tamesis Partners LLP, Cormark Securities Inc., Echelon Wealth Partners Inc., Eight Capital, INFOR Financial Inc., and CIBC World Markets Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023) |
| 10.9* | | Commitment letter dated June 12, 2023, between the Company, as borrower, and EdgePoint Investment Group Inc., as lender, in respect of a secured loan in the principal amount of C$15,000,000 |
| 10.10* | | Binding term sheet dated June 12, 2023, between the Company and EdgePoint Investment Group Inc., as portfolio manager on behalf of certain mutual funds managed by it, relating to the subscription of 14,772,000 units at a price of $1.10 per unit for aggregate proceeds to the Company of C$16,249,200 |
| 10.11* | | Agency agreement dated December 14, 2023, among the Company, Cormark Securities Inc. and BMO Nesbitt Burns Inc., as co-lead agents, together with Canaccord Genuity Corp., Fort Capital Securities Ltd., and Paradigm Capital Inc. |
| 10.12* | | Second Amended and Restated Commitment Letter dated December 3, 2023, between the Company, as borrower, and EdgePoint Investment Group Inc., as lender, which increased the amount of loan under the Commitment Letter from C$15,000,000 to C$20,882,353 |
| 10.13* | | Binding term sheet dated June 4, 2024, among the Company, EdgePoint Investment Group Inc., as portfolio manager on behalf of certain mutual funds managed by it (collectively, “EdgePoint”), and Extract Advisors LLC, on behalf of Extract Capital Master Fund and Extract Exploration Fund (Cayman) LP (collectively, “Extract”), providing for the subscription of 7,692,307 units of the Company by each of EdgePoint and Extract for aggregate gross proceeds of approximately C$12,000,000 |
| 10.14*† | | Stock option plan of the Company approved by shareholders on September 20, 2023 |
| 10.15*† | | Deferred share unit plan of the Company approved by shareholders on September 30, 2023 |
| 10.16* | | Investor rights agreement dated June 14, 2024, between the Company and EdgePoint |
| 10.17* | | Code of Conduct and Ethics of the Company |
| 10.18* | | Form of Warrant Certificate in respect of the June 2024 private placement |
| 10.19* | | Form of Compensation Warrant Certificate in respect of the June 2024 private placement |
| 21 | | Subsidiaries of the Company (incorporated by reference to Exhibit 8 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023) |
| 23.1* | | Consent of Qualified Person in respect of the Selkirk TRS |
| 23.2* | | Consent of Qualified Person in respect of the Selebi TRS |
| 31.1* | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer |
| 31.2* | | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer |
| 32* | | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer |
| 96.1 | | Technical Report Summary on the Selkirk Nickel Project, North East District, Republic Botswana dated June 27, 2024 (with the effective date of May 31, 2024) prepared by SLR Consulting (Canada) Ltd. |
| 96.2 | | Technical Report Summary on the Selebi Mines, Central District, Republic of Botswana dated June 27, 2024 (with the effective date of May 31, 2024) prepared by SLR Consulting (Canada) Ltd. |
| 101 | | The following financial statements from the Annual Report on Form 10-K for the year ended December 31, 2023, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements |
| 104 | | Cover Page Interactive Data File (embedded within the XBRL document) |
*Filed herewith.
†Indicates a management contract or compensatory plan or arrangement.
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