Premium Nickel Resources Ltd

Item 1.01 Entry into a Material Definitive Agreement.

On each of June 14 and June 21, 2024, the Company closed two tranches of a non-brokered private placement offering of units of the Company (“Units”), pursuant to which the Company issued a total of 35,256,409 Units at a price of C$0.78 per Unit for gross proceeds of approximately C$27.5 million.

Each Unit is comprised of one Common Share and one Common Share purchase warrant of the Company (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of C$1.10 per Common Share for a period of 5 years, subject to acceleration as described herein. If, at any time prior to the expiry date of the Warrant, the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (the “Exchange”) (or such other principal exchange or market where the Common Shares are then listed or quoted for trading) is at least C$2.00 per Common Share for a period of 20 trading days, the Company may, at its option, elect to accelerate the expiry date to a date (the “Accelerated Expiry Date”) that is not less than 30 days following the date that the Company provides written notice to the holders of the Warrants of the Accelerated Expiry Date. The form of Warrant was filed as Exhibit 10.18 to the Company’s 2023 Form 10-K and is hereby incorporated herein by reference.

In connection with the private placement, on June 4, 2024, the Company entered into a binding term sheet (the “Binding Term Sheet”), among the Company, EdgePoint and another investor, providing for the subscription of 7,692,307 units of the Company in the private placement by the investors for aggregate gross proceeds of approximately C$12,000,000. After giving effect to the private placement, EdgePoint beneficially owns approximately 18.83% of the Company’s outstanding Common Shares on a partially-diluted basis. The Binding Term Sheet was filed as Exhibit 10.13 to the Company’s 2023 Form 10-K and hereby is incorporated herein by reference.

The private placement with EdgePoint closed on June 14, 2024. As part of the closing, the Company and EdgePoint entered into an investor rights agreement dated the closing date, pursuant to which, among other things, EdgePoint was granted certain rights, including participation rights on future equity raises of the Company and the right to nominate a director to the board of directors of the Company, provided that EdgePoint meets certain equity ownership thresholds and satisfies certain other conditions. The form of investor rights agreement was filed as Exhibit 10.16 to the Company’s 2023 Form 10-K and is hereby incorporated herein by reference.

In connection with the private placement, the Company issued an aggregate 1,025,000 Units at a deemed issue price equal to C$0.78 per unit (comprised of 1,025,000 Common Shares and 1,025,000 non-transferable Warrants) to SCP Resource Finance LP and paid Fort Capital an advisory fee of C$250,000, in each case in consideration for providing certain advisory services to the Company. The form of Compensation Warrant was filed as Exhibit 10.19 to the Company’s 2023 Form 10-K and is hereby incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in response to Item 1.01 above is incorporated by reference herein. The Units were sold in reliance upon the exemptions from registration provided by Regulation S and Regulation D promulgated under the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 1, 2024, James Gowans was appointed as the Chair of the Board of Directors of the Company. Mr. Gowans was not appointed pursuant to any arrangement or understanding between him and any other persons pursuant to which he was selected as a director. Mr. Gowans has not been appointed to serve on any committees of the Company’s Board of Directors but as Chair of the Board of Directors is invited to every meeting of each such committee. There have been no transactions since January 1, 2023 in which the Company was or is to be a participant and the amount involved exceeds US$120,000 and in which either Mr. Gowans or any member of his immediate family had or will have a direct or indirect material interest. Mr. Gowans is eligible to participate in the Company’s Amended Option Plan and Deferred Share Unit Plan.

On June 24, 2024, Norman MacDonald was appointed as a member of the Board of Directors of the Company. Also on June 24, 2024, the Company, Mr. MacDonald and NAM Management Limited (a company controlled by Mr. MacDonald) entered into a consulting agreement for the provision of services by NAM Management Limited in connection with the capital markets strategy of PNRL and the execution thereof, in connection with other financing strategies and opportunities, in connection with capital budgeting, and otherwise as PNRL may reasonably request. The Company and EdgePoint mutually agreed upon the appointment of Mr. MacDonald. Mr. MacDonald recently served as Senior Advisor, Natural Resources at Fort Capital from February 2021 until June 24, 2024. Fort Capital, principally through Mr. MacDonald, has served as a financial advisor to the Company, most notably in connection with the private placement of Units completed on June 21, 2024 and in connection with a significant equity and debt financing transaction on June 28, 2023. Having regard to his recent history as an external advisor, Mr. MacDonald will not be regarded as an independent director of the Company. Mr. MacDonald has not been appointed to serve on any committees of the Company’s Board of Directors. Mr. MacDonald is eligible to participate in the Company’s Amended Option Plan and Deferred Share Unit Plan.

Insider Trading Arrangements

During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).