NexMetals Mining Corp 6-K, filed Oct 18, 2022
NexMetals Mining Corp. (NEXM)
About this 6-K
NexMetals Mining Corp filed this 6-K on October 18, 2022.
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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
Commission File Number: 000-14740
Premium Nickel Resources Ltd.
(Translation of registrant’s name into English)
130 Spadina Avenue, Suite 401
Toronto, Ontario, M5V 2L4
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| x Form 20-F | ¨ 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): ¨
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): ¨
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.
| Premium Nickel Resources Inc. | |||
| (Registrant) | |||
| Date: October 17, 2022 | By: | /s/ Keith Morrison | |
| Name: | Keith Morrison | ||
| Title: | Chief Executive Officer | ||
Form 6-K Exhibit Index
Exhibit 99.1
PREMIUM NICKEL RESOURCES LTD. ANNOUNCES THE FORMATION OF
PREMIUM NICKEL RESOURCES INTERNATIONAL METALS GROUP AND
CHANGE TO ITS BOARD OF DIRECTORS
Toronto, Ontario, September 2, 2022 – Premium Nickel Resources Ltd. (formerly, North American Nickel Inc.) (TSXV:PNRL) ("PNRL" or the "Company") is pleased to announce the creation of Premium Nickel Resources International Metals Group ("PNR International Metals"), a new metals division of the Company.
Keith Morrison, CEO, commented: "PNR International Metals will develop direct relations with end consumers in the base metals markets, including electric vehicle ("EV") battery manufacturers, with the intent to bridge information gaps and provide the Company with critical access to world markets and real-time information that will aid in decisions involving the production and sale of the nickel, copper, cobalt and platinum group elements ("Ni-Cu-Co-PGE") that potentially could be produced principally from our 100% owned Selebi and Selkirk mines in Botswana."
PNR International Metals is made up of internationally recognized individuals including Neil Jamieson, Simon Grant-Rennick and Christopher Messina. This globally positioned team brings a wealth of experience, leadership and a diverse knowledge of the capital and metals market, including industrial metals, pricing and trading, supply chain, international relations and nickel and copper mining and processing operations. The extensive expertise of PNR International Metals will be leveraged to provide insight on technological developments and potential new product iterations of nickel and copper with the added benefit of constant flow of information to the Company as to the requirements and characteristics of new battery developments, commodity pricing and related commodity deal structures.
Neil Jamieson, President of PNR International Metals, commented: "The substitution of electric motors for internal combustion engines and the integration of batteries in renewable energy platforms are primary strategies for the world to transition to a decarbonized energy dependent future and reduction in greenhouse gas emissions. The success of the EV market and electrification is expected to drive new demand growth in copper, nickel and cobalt for the next few decades. PNR International Metals believes that new sources of supply to meet this increased demand are limited due to a low investment level in exploration for base metals, increasingly complicated regulatory environments, deeper, lower-grade orebodies and inflation in both CAPEX and OPEX. However, automotive manufacturers have been quick to begin transitioning to EVs to align themselves with global social expectations and are actively sourcing a new and direct supply of the key commodities required to commercialize the technologies supporting electrification, including EVs. PNR International Metals will produce real time data from end users that will refine our understanding of manufacturer requirements and PNRL's ability to use this data when shaping its scoping studies. Ultimately this will reduce volatility and mitigate risk while increasing revenue and enhancing shareholder value."
Neil Jamieson is an experienced Canadian financial executive who has successfully advised an extensive list of operating companies for over 30 years on their strategic financial relationships including with Private Equity Investment, Public Asset Managers, Capital Markets Advisory, Corporate Finance Services and Investment Banking. Mr. Jamieson provides, as a resident of Barbados and through a partnership with Merlin Partners LLP in London, England, assistance to a broad range of private and public companies in respect of international financing opportunities and incorporating bona-fide strategies to maximize efficiencies and tactical benefits in their strategic financial management.
Simon Grant-Rennick, a mining engineer with over 40 years' experience in exploration, mining and sales with a special interest in industrial minerals. Mr. Grant-Rennick holds various directorships among an array of private and publicly listed companies. He is an experienced Chairperson skilled in negotiation, business planning, mergers and acquisitions, start-ups and risk management. He was the co-founder and principal of IMFH, a UK based industrial minerals consultancy group. He has had many years of arranging "off take" agreements and dealing with logistics in Africa.
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Christopher Messina, an experienced investment banker with over 20 years' experience in the capital markets. He has advised multiple global exchanges, commodity producers and traders, private equity firms, corporations and sovereign wealth funds. He is currently an advisor to artificial intelligence and big data software companies focused on applying advanced computational techniques to the global capital and national security markets. He has an AB in Anthropology from the University of Chicago, where he was a National Merit Scholar, and an MBA in Finance from the Australian Graduate School of Management.
Corporate update
Effective immediately, Mr. John Chisholm has resigned from his position as Director of the PNRL board of directors and intends to continue his support as a member of the advisory board and as a shareholder of the Company. Mr. Chisholm served as a director of the former Premium Nickel Resources Corporation since 2019. The Company would like to thank Mr. Chisholm for his leadership and insight during his tenure as Director which served the Company very well enabling the transition to PNRL and broadening our relationships with key strategic partners in the mining industry.
About Premium Nickel Resources Ltd.
PNRL is a Canadian company dedicated to the exploration and development of high-quality nickel-copper +cobalt resources. PNRL believes that the medium to long-term demand for these metals will continue to grow through global urbanization and the increasing replacement of internal combustion engines with electric motors. Importantly, these metals are key to a low-carbon future.
PNRL maintains a skilled team with strong financial, technical and operational expertise to take an asset from discovery to exploration to mining.
PNRL has focused its efforts on discovering world class nickel sulphide assets in jurisdictions with rule-of-law that fit a strict criteria that comply with PNRL's values and principles which stand up and surpass the highest acceptable industry standards. PNRL is committed to governance through transparent accountability and open communication within our team and our stakeholders.
On January 31, 2022, PNRL closed the acquisition of PNRL's flagship asset, the Selebi Mine. The Selebi Mine includes two shafts, (Selebi and Selebi North shafts) and related infrastructure (rail, power and water). Shaft sinking and plant construction started in 1970. Mining concluded in October 2016 when the operations were placed on care and maintenance due to a failure in the separate and offsite processing facility. The Selebi Mine was subsequently placed under liquidation in 2017.
The proposed work plan for the Selebi Mine includes diamond drilling which is expected to be ongoing for up to 18 months. During that time, additional metallurgical samples will be collected and sent for more detailed studies. The underground infrastructure at Selebi North will be upgraded to support an underground drilling program as well as improve health & safety.
In addition, PNRL is evaluating direct and indirect nickel asset acquisition opportunities globally, and also: (i) holds 100% interest in the Selkirk Mining Licence and four Prospecting Licenses in Botswana, (ii) holds a 100% interest in the Maniitsoq property in Greenland, which is a camp-scale permitted exploration project comprising 3,048 square kilometres covering numerous high-grade nickel-copper + cobalt-sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland Norite Belt; (iii) holds a 100% interest in the Post Creek/Halcyon property in Sudbury, Ontario which is strategically located adjacent to the past producing Podolsky copper-nickel-precious metal sulphide deposit of KGHM International Ltd.; (iv) holds a 100% ownership of property in the Quetico region near Thunder Bay, Ontario; and (v) is expanding its area of exploration interest into Morocco.
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| ON BEHALF OF THE BOARD OF DIRECTORS | |
|
Keith Morrison Premium Nickel Resources Ltd.
|
|
|
For further information about Premium Nickel Resources Ltd., please contact:
| |
|
Jaclyn Ruptash Vice President Business Development +1 (604) 770-4334 |
|
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this news release may be considered "forward-looking statements" within the meaning of applicable Canadian securities laws, including the viability or success of PNR International Metals; the ability of PNR International Metals to develop relationships with EV manufacturers; the ability of the Selebi or Selkirk mines to produce Ni-Cu-Co-PGE; the business and prospects of the Corporation. These forward-looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements, including the anticipated benefits of PNR International Metals, the ability of PNR International Metals to develop relationships with EV manufacturers, the ability of the Selebi or Selkirk mines to produce Ni-Cu-Co-PGE, are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, current information available to the management of the Corporation, public disclosure from operators of the relevant mines, as well as other considerations that are believed to be appropriate in the circumstances. The Corporation considers its assumptions to be reasonable based on information currently available, but cautions the reader that their assumptions regarding future events, many of which are beyond the control of the Corporation, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation and its businesses.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Corporation, see the section entitled "Risks and Uncertainties" in the most recent management discussion and analysis of the Corporation, which is filed with the Canadian securities commissions and available electronically under the Corporation's issuer profile on SEDAR (www.sedar.com) and the risk factors outlined in the Filing Statement, which are available electronically on SEDAR (www.sedar.com) under the Corporation's issuer profile. The forward-looking statements set forth herein concerning the Corporation reflect management's expectations as at the date of this news release and are subject to change after such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Exhibit 99.2
PREMIUM NICKEL RESOURCES LTD. REPORTS ADDITIONAL ASSAYS ON HISTORIC CORE SAMPLES AND UPDATE ON UNDERGROUND GRAB SAMPLE ASSAYS FROM SELKIRK MINE
Toronto, Ontario, September 6, 2022 – Premium Nickel Resources Ltd. (formerly, North American Nickel Inc.) (TSXV:PNRL) ("PNRL" or the "Company") is pleased to report additional assay results from the sampling of historic core and an update on an underground grab sampling program at its 100% owned Selkirk nickel-copper-cobalt-platinum group elements ("Ni-Cu-Co-PGE") sulphide Mine in Botswana.
The Selkirk Mine is located 28 kilometres south-east of the town of Francistown, and 75 kilometres north of the Company's 100% owned Selebi Mine (being PNRL's flagship asset). The Company has been carrying out due diligence on the past-producing Selkirk Mine since 2021 to substantiate a redevelopment plan including the theoretical feasibility of producing separate nickel and copper concentrates with potentially significant PGE content. Recently, the Company announced that it had completed a concept-level metallurgical study in support of this concept (see news release of PNRL dated August 24, 2022) and, most recently, PNRL reported assay results for a historic 2016 drill hole DSLK278, being the source of the samples used for the concept-level metallurgical study (see news release of PNRL dated August 30, 2022).
The Company assayed samples from a total of five historic drill holes from 2016 core extracted by the former operator, Tati Nickel Mining Company ("TNMC"), and results for three holes, DSLK277, 281 and 282 are reported herein. The assay results from drill hole DSLK278 were previously disclosed by PNRL and assay results are pending from one remaining hole (being DSLK283). In addition to the discovery of five unsampled historic drill holes, the Company examined underground workings and confirmed continuous visible sulphides along an exploration drift extending 144 metres across the interpreted primary sulphide horizon, in a southwestern direction from the previous mining operations. PNRL collected and submitted twenty 10 kg grab samples from this exploration drift for assay to determine the variability in the grade of the mineralization. Assays from the underground sample program are pending (See Figure 1: Historic Drill Hole Location & Underground Workings at the bottom of this news release). This Figure may also be viewed using the link provided at the end of this news release.
Highlights of the core sampling program include:
| · | DSLK277: 80.19 metres grading 0.20% nickel, 0.17% copper, 0.01% cobalt, 0.117 g/t platinum, 0.512 g/t palladium, 0.037 g/t gold, incl. |
| o | 43.0 metres grading 0.29% nickel, 0.28% copper, 0.01% cobalt, 0.144 g/t platinum, 0.673 g/t palladium, 0.065 g/t gold, incl. |
| o | 25.0 metres grading 0.32% nickel, 0.32% copper, 0.01% cobalt, 0.172 g/t platinum, 0.764 g/t palladium, 0.068 g/t gold, and |
| o | 8.57 metres grading 0.37% nickel, 0.35% copper, 0.02% cobalt, 0.151 g/t platinum, 0.791 g/t palladium, 0.089 g/t gold |
| · | DSLK281: 114.16 metres grading 0.38% nickel, 0.40% copper, <0.01% cobalt, 0.141 g/t platinum, 0.612 g/t palladium, 0.056 g/t gold, incl. |
| o | 40.21 metres grading 0.40% nickel, 0.36% copper, <0.01% cobalt, 0.134 g/t platinum, 0.595 g/t palladium, 0.067 g/t gold, and |
| o | 19.29 metres grading 0.54% nickel, 0.61% copper, <0.01% cobalt, 0.197 g/t platinum, 0.862 g/t palladium, 0.060 g/t gold, and |
| o | 8.0 metres grading 0.62% nickel, 1.00% copper, 0.03% cobalt, 0.318 g/t platinum, 1.183 g/t palladium, 0.193 g/t gold |
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Keith Morrison, CEO commented: "These assay results from the historic Selkirk drill core samples and from the legacy underground exploration drift will provide PNRL with an increased amount of new analytical data to improve our understanding of the historic resource estimates, as well as an indication of the spatial abundance of other potentially valuable elements.”
The Selkirk Ni-Cu-Co-PGE deposit is classified as a magmatic sulphide deposit, with massive and local vein type sulphides, but primarily occurs as a homogenous, uniformly distributed, disseminated sulphide zone hosted within a taxitic metagabbro. The massive sulphide body was historically extracted between 1989 and 2002 using an underhand room and pillar mining method.
Prior to mining operations at the past-producing Selkirk Mine, the high-grade massive sulphides extended from near surface over a plunge distance of about 200 metres with an average thickness of 20 metres. On the hanging wall and footwall of this deposit lies a halo of disseminated and coarse blebby sulphides, averaging approximately 100 metres in thickness, grading about 0.3% Ni and extending down plunge to unknown depths. Previously released hole DSLK278 intercepted this halo of enriched disseminated/blebby sulphides.
This larger volume of disseminated sulphides was previously evaluated by operators of TNMC. Since 2003, a total of 71,775.35 metres in 273 surface holes have been drilled to evaluate Selkirk and its down-plunge potential. An exploration drift, 144 metres in length, was developed in 2008 from the bottom of the underground infrastructure.
The results of the data verification efforts at Selkirk Mine include examination and sampling of the underground workings, reviewing and sampling of mineralized drill core, collecting DGPS coordinates of drill collars and quality assessment of information in databases. The Company plans to include the results of its findings in an updated mineral resource estimated prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") which is expected to be completed by the end of 2022. The Company is preparing this technical report on a voluntary basis, as PNRL's near-term focus continues to be its flagship asset, the Selebi project.
As part of the core review at Selkirk, five unsampled HQ sized core (63.5 millimeters) holes drilled immediately prior to the closure of operations by TNMC were identified. These five holes were taken to the core processing facility at Phikwe, where they were sampled in approximately 1 metre intervals, bagged and sent for assays. The results for DSLK278 were previously reported, and the assay results from DSLK277, 281, and 282 are reported below. A total of 584 quarter core samples were sent to ALS Global in Johannesburg for analyses. Results are shown in Table 1 below. Table 2 shows the hole coordinates and depths of each hole. The coordinate system is WGS84 UTM Zone 35 South.
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Table 1. Drill holes DSLK277, DSLK281 and DSLK282 Assay Results
| HOLE ID | FROM m | TO m | LENGTH m | Ni % | Cu % | Co % | Pt g/t | Pd g/t | Au g/t | NiEq(1) % | ||||||||||||||||||||||||||||||
| DSLK278 | 74.15 | 213.67 | 139.52 | 0.46 | 0.54 | 0.03 | 0.210 | 0.888 | 0.093 | 1.058 | ||||||||||||||||||||||||||||||
| Incl. | 126.67 | 150.67 | 24.0 | 0.64 | 0.64 | 0.03 | 0.289 | 1.139 | 0.116 | 1.369 | ||||||||||||||||||||||||||||||
| and | 171.67 | 175.67 | 4.0 | 0.90 | 0.58 | 0.05 | 0.373 | 1.664 | 0.096 | 1.820 | ||||||||||||||||||||||||||||||
| and | 193.67 | 201.67 | 8.0 | 0.62 | 1.00 | 0.03 | 0.318 | 1.183 | 0.193 | 1.522 | ||||||||||||||||||||||||||||||
| DSLK277 | 13.54 | 93.73 | 80.19 | 0.20 | 0.17 | 0.01 | 0.117 | 0.512 | 0.037 | 0.469 | ||||||||||||||||||||||||||||||
| Incl. | 164.73 | 207.73 | 43.0 | 0.29 | 0.28 | 0.01 | 0.144 | 0.673 | 0.065 | 0.661 | ||||||||||||||||||||||||||||||
| Incl. | 164.73 | 187.73 | 25.0 | 0.32 | 0.32 | 0.01 | 0.172 | 0.764 | 0.068 | 0.738 | ||||||||||||||||||||||||||||||
| and | 198.73 | 207.30 | 8.57 | 0.37 | 0.35 | 0.02 | 0.151 | 0.791 | 0.089 | 0.834 | ||||||||||||||||||||||||||||||
| DSLK281 | 115 | 229.16 | 114.16 | 0.38 | 0.40 | <0.01 | 0.141 | 0.612 | 0.056 | 0.751 | ||||||||||||||||||||||||||||||
| Incl. | 120 | 160.21 | 40.21 | 0.40 | 0.36 | <0.01 | 0.134 | 0.595 | 0.067 | 0.752 | ||||||||||||||||||||||||||||||
| and | 172.44 | 191.73 | 19.29 | 0.54 | 0.61 | <0.01 | 0.197 | 0.862 | 0.060 | 1.074 | ||||||||||||||||||||||||||||||
| and | 193.67 | 201.67 | 8.0 | 0.62 | 1.00 | 0.03 | 0.318 | 1.183 | 0.193 | 1.522 | ||||||||||||||||||||||||||||||
| DSLK282 | 56.85 | 63.85 | 7.0 | 0.21 | 0.26 | <0.01 | 0.080 | 0.376 | 0.041 | 0.444 | ||||||||||||||||||||||||||||||
Note:
| (1) | Nickel equivalent (NiEq) calculation based on London Metal Exchange prices as at August 29, 2022: nickel: $21,633.00 per metric ton, copper: $8,160.50 per metric ton, cobalt: $51,955.00 per metric ton, platinum: $865.00 per ounce, palladium: $2,056.00 per ounce, gold: $1,736.60 per ounce. |
Table 2. Drill hole collar information
| HOLE ID | EASTING | NORTHING | ELEVATION | DIP | AZIMUTH | LENGTH | ||||||||||||||||||
| DSLK277 | 575381.1 | 7642379.3 | 985.8 | -86.4 | 0.0 | 260.86 | ||||||||||||||||||
| DSLK278 | 575448.6 | 7642739.1 | 998.9 | -89.9 | 0.0 | 300.00 | ||||||||||||||||||
| DSLK281 | 575345.0 | 7642596.8 | 990.2 | -66.4 | 180.0 | 250.31 | ||||||||||||||||||
| DSLK282 | 575425.7 | 7642762.8 | 996.8 | -61.2 | 0.0 | 250.31 | ||||||||||||||||||
| DSLK283 | 575544.6 | 7642691.3 | 992.9 | -65.1 | 3.5 | 250.00 | ||||||||||||||||||
Qualified Person
The scientific and technical content of this news release has been reviewed and approved by Sharon Taylor, Chief Geophysicist of the Company, who is a "qualified person" for the purposes of NI 43-101.
QA/QC
Drill core samples (core (HQ: 63.5 millimeters) described in Table 1. Drill hole DSLK277, DSLK281 and DSLK282 Assay Results were cut in half and then halved again by a diamond saw at the core processing facility in Phikwe. The remaining three-quarters of the core is retained for reference purposes. Samples are generally 1.0 to 1.5 metre intervals or less at the discretion of the site geologists. Sample preparation and lab analysis was completed at the ALS Global in Johannesburg, South Africa. The samples submitted had commercially prepared Blank samples and certified Cu/Ni sulphide analytical control standards with a range of grades inserted in every batch of 20 samples or a minimum of one set per sample batch. Analyses for Ni, Cu and Co are completed using a peroxide fusion preparation and ICP-AES finish (ME-ICP81). Analyses for Pt, Pd, and Au are by fire assay (30 grams nominal sample weight) with an ICP-AES finish (PGM-ICP23).
ALS Geochemistry sites are accredited and operate under the requirements of ISO/IEC 17025 for specific tests as listed on their scope of accreditation, including geochemical, mineralogical, and trade mineral tests. To view a list of the accredited methods, please visit the following website and search ALS: Geochemistry https://www.scc.ca/en.
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About Premium Nickel Resources Ltd.
PNRL is a Canadian company dedicated to the exploration and development of high-quality nickel-copper + cobalt resources. PNRL believes that the medium to long-term demand for these metals will continue to grow through global urbanization and the increasing replacement of internal combustion engines with electric motors. Importantly, these metals are key to a low-carbon future.
PNRL maintains a skilled team with strong financial, technical and operational expertise to take an asset from discovery to exploration to mining.
PNRL has focused its efforts on discovering world class nickel sulphide assets in jurisdictions with rule-of-law that fit a strict criteria that comply with PNRL's values and principles which stand up and surpass the highest acceptable industry standards. PNRL is committed to governance through transparent accountability and open communication within our team and our stakeholders.
On January 31, 2022, PNRL closed the acquisition of PNRL's flagship asset, the Selebi Mine. The Selebi Mine includes two shafts, (Selebi and Selebi North shafts) and related infrastructure (rail, power and water). Shaft sinking and plant construction started in 1970. Mining concluded in October 2016 when the operations were placed on care and maintenance due to a failure in the separate and offsite processing facility. The Selebi Mine was subsequently placed under liquidation in 2017.
The proposed work plan for the Selebi Mine includes diamond drilling which is expected to be ongoing for up to 18 months. During that time, additional metallurgical samples will be collected and sent for more detailed studies. The underground infrastructure at Selebi North will be upgraded to support an underground drilling program as well as improve health & safety.
In addition, PNRL is evaluating direct and indirect nickel asset acquisition opportunities globally, and also: (i) holds 100% interest in the Selkirk Mining Licence and four Prospecting Licenses in Botswana, (ii) holds a 100% interest in the Maniitsoq property in Greenland, which is a camp-scale permitted exploration project comprising 3,048 square kilometres covering numerous high-grade nickel-copper + cobalt-sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland Norite Belt; (iii) holds a 100% interest in the Post Creek/Halcyon property in Sudbury, Ontario which is strategically located adjacent to the past producing Podolsky copper-nickel-precious metal sulphide deposit of KGHM International Ltd.; (iv) holds a 100% ownership of property in the Quetico region near Thunder Bay, Ontario; and (v) is expanding its area of exploration interest into Morocco.
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ON BEHALF OF THE BOARD OF DIRECTORS | |
|
Keith Morrison Premium Nickel Resources Ltd.
|
|
|
For further information about Premium Nickel Resources Ltd., please contact:
| |
|
Jaclyn Ruptash Vice President Business Development +1 (604) 770-4334 |
|
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Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this news release may be considered "forward-looking statements" within the meaning of applicable Canadian securities laws, including the ability of exploration results (including drilling) to accurately predict mineralization; the significance of the metallurgical study; the ability of assay results and historic data to accurately predict mineralization; the significance of PGE in the concentrate; and the business and prospects of the Company. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perception of geology and mineralization; perceptions of historical trends, current conditions and expected future developments, current information available to the management of the Company, public disclosure from operators of the relevant mines, as well as other considerations that are believed to be appropriate in the circumstances. The Company considers its assumptions to be reasonable based on information currently available, but cautions the reader that their assumptions regarding future events, many of which are beyond the control of the Company, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its businesses.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Company, see the section entitled "Risks and Uncertainties" in the most recent management discussion and analysis of the Company, which is filed with the Canadian securities commissions and available electronically under the Company's issuer profile on SEDAR (www.sedar.com) and the risk factors outlined in the filing statement of the Company dated July 22, 2022, which are available electronically on SEDAR (www.sedar.com) under the PNRL's issuer profile. The forward-looking statements set forth herein concerning the Company reflect management's expectations as at the date of this news release and are subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
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Figure 1: Historic Drill Hole Location & Underground Workings
Exhibit 99.3
PREMIUM NICKEL RESOURCES LTD. REPORTS ADDITIONAL ASSAY RESULTS AT ITS
100% OWNED SELEBI MINE IN BOTSWANA: 6.40 METRES OF 0.52% NI, 2.63% CU, 1.51% NIEQ
Toronto, Ontario, September 13, 2022 – Premium Nickel Resources Ltd. (formerly, North American Nickel Inc.) (TSXV:PNRL) ("PNRL" or the "Company") is pleased to report additional assay results from the Company's 2022 diamond drilling program at its 100% owned Selebi nickel-copper-cobalt ("Ni-Cu-Co") sulphide Mine in Botswana.
The Company's 2022 diamond drilling program commenced March 14, 2022, with approximately 8,958 metres of drilling completed as of September 5, 2022. Assay results have been received for an additional two drillholes, SMD-22-001-W1 and SMD-22-002 and are reported herein.
Initial drill hole SMD-22-001 was prioritized to test an off-hole borehole electromagnetic ("BHEM") target from historical hole sd140 identified by PNRL during the compilation and verification of historic data in 2021. This initial hole was previously released and intersected two intervals of amphibolite hosted Ni-Cu sulphide mineralization (see news release dated August 17, 2022). SMD-22-001-W1 is a wedge hole that intersected two intervals of mineralization located 85 metres from SMD-22-001 in the direction of historic hole sd119. Hole SMD-22-002 pierced mineralized amphibolite 110 metres down-dip of sd119 and is interpreted to be located west of the fold structure that contains thick intervals of massive sulphides (figure 1).
SMD-22-001-W1 intersected two intervals of amphibolite hosted Ni-Cu sulphides. This new hole has returned potentially significant results including:
| · | SMD-22-001-W1 (upper interval): 4.35 metres of 0.98% Ni, 1.61% Cu, 0.02% Co and 4.69 g/t Ag (1.59% NiEq) |
| · | SMD-22-001-W1 (lower interval): 12.55 metres of 0.39% Ni, 1.99% Cu, 0.02% Co and 5.42 g/t Ag (1.14% NiEq) |
| o | Including 6.40 metres of 0.52% Ni, 2.63% Cu, 0.03% Co & 7.49 g/t Ag (1.51% NiEq) |
Keith Morrison, CEO, commented: "A SAMREC compliant resource was calculated for the Selebi Mine in 2016 that included Measured and Indicated Mineral Resources of 7.19 Mt of 1.05 % Ni and 2.28 % Cu and Inferred Mineral Resourced of 4.09 Mt of 0.86% Ni and 1.21 % Cu (see "Technical Report"). Due to the location of drilling completed by the previous operator at that time, the volume contained in this SAMREC resource is located at shallower depths than the main controlling structure of the mineralization. PNRL is using a combination of BHEM and structural data to accurately locate this structure and drill additional associated massive sulphide mineralization. The purpose of this additional drilling is to extend future PEA resource calculations to include these mineralized volumes that were not included in the SAMREC resource estimate."
This news release summarizes the results from drill hole SMD-22-001-W1, which was wedged from SMD-22-001 at 453.55 and drilled to 1467.95m, as well as SMD-22-002 which was drilled from surface to a down hole depth of 1,467.95 metres. A summary of assays and drill collar information are provided in Tables 1 and 2, respectively. An inclined long section and drill plan map are provided in Figures 1 and 2, respectively. Figures may be viewed using the link provided with this news release.
- 2 -
Further details of drilling completed at the Selebi deposit are outlined below.
SMD-22-001-W1 targeted the area midway between SMD-22-001 and sd119 (figure 2). Two extended intervals of amphibolite with localized Ni-Cu sulphide mineralization and large sections of barren amphibolite were encountered; the two intervals are separated by a 0.8 metre interval of weakly mineralized quartzo feldpathic gneiss.
The sulphide mineralization in the upper amphibolite unit (from 1344.05 to 1387.65 metres) consists of textures ranging from disseminated, to coarse blebby and local semi-massive to massive sulphide stringers hosted in a coarse grained massive amphibolite that returned 0.37% Ni, 0.58% Cu, 0.01% Co and 2.95 g/t silver ("Ag") over 6.95 metres from 1,344.05 to 1,351.00 metres. Lower down, from 1363.0 to 1367.35 metres, the mineralized amphibolite host returned values of 0.98% Ni and 1.61% Cu, 0.02% Co, 4.69 g/t Ag over 4.35 metres.
The lower mineralized amphibolite unit (from 1,388.40 to 1,403.50 metres) contains primarily disseminations and blebby sulphides with localized intervals of chalcopyrite-rich stringers to semi-massive sulphides that returned 0.39% Ni, 1.99% Cu, 0.02% Co and 5.42 g/t Ag over 12.55 metres from 1,385.65 to 1,398.20 metres. This interval included a more strongly mineralized portion over 6.40 metres that returned values of 0.52% Ni, 2.63% Cu, 0.03% Co, 7.49 g/t Ag from 1391.00 to 1397.40 metres.
BHEM results show that a strong conductor, dipping westward and plunging to the northwest, was intersected. The center of the conductor is located up-dip and north of SMD-22-001-W1.
Drill hole SMD-22-002 intersected a single short interval of mineralized amphibolite. Sulphide textures are primarily disseminations with chalcopyrite and pyrrhotite rich stringers that returned grades of 0.55% Ni, 0.22% Cu, 0.02% Co over 2.90 metres from 1,374.80 to 1,397.40 metres. BHEM results indicate that hole passed 15 metres below a strong conductor plunging to the northwest. This supports the geological interpretation that this hole is interpreted to have intercepted immediately west of the primary fold nose that contains thicker intervals of massive sulphides. (See Table 1). True thickness is expected to be 70 to 80% of drill length intervals.
Table 1: Assay Results Selebi Deposit (Selebi Mine)
| Hole-ID | From (m) | To (m) | Length (m) | Cu (%) | Ni (%) | Co (%) | S (%) | Ag (g/t) | NiEq(1) (%) | ||||||||||||||||||||||||||||
| SMD-22-001-W1 | 1,344.05 | 1,351.00 | 6.95 | 0.58 | 0.37 | 0.01 | 3.86 | 2.95 | 0.59 | ||||||||||||||||||||||||||||
| SMD-22-001-W1 | 1,363.00 | 1,367.35 | 4.35 | 1.61 | 0.98 | 0.02 | 12.6 | 4.69 | 1.59 | ||||||||||||||||||||||||||||
| SMD-22-001-W1 | 1,385.65 | 1,398.20 | 12.55 | 1.99 | 0.39 | 0.02 | 5.92 | 5.42 | 1.14 | ||||||||||||||||||||||||||||
| including | 1,391.00 | 1,397.40 | 6.40 | 2.63 | 0.52 | 0.03 | 7.87 | 7.49 | 1.51 | ||||||||||||||||||||||||||||
| SMD-22-002 | 1,374.80 | 1,377.70 | 2.90 | 0.22 | 0.55 | 0.02 | 4.54 | 1.39 | 0.62 | ||||||||||||||||||||||||||||
Note: (1) Nickel equivalent (NiEq) calculation based on London Metal Exchange prices as at August 29, 2022, being (i) nickel (US$21,633.00 per metric ton), (ii) copper (US$8,160.50 per metric ton)
To date, an additional two drill holes have reached target depth and tested the various modeled BHEM conductors. Assays are expected in the coming weeks. Table 2 below shows the hole coordinates and depths of each hole. The coordinate system is WGS84 UTM Zone 35 South.
- 3 -
Table 2: Drill Collar Information Selebi Deposit (Selebi Mine)
| HOLE ID | UTM | UTM | Elevation | Azimuth | Dip | Hole
Length | Drilled
Meters | Comment | ||||||||||||||||||||||
| SMD-22-001 | 582889.3 | 7562998.8 | 903.6 | 107.8 | -78.4 | 1,498.37 | 1,498.37 | completed | ||||||||||||||||||||||
| SMD-22-001-W1 | 582889.3 | 7562998.8 | 903.6 | 107.8 | -78.4 | 1,467.95 | 1,015.40 | wedge at 453.55m, completed | ||||||||||||||||||||||
| SMD-22-002 | 582854.5 | 7562848.3 | 904.2 | 107.0 | -79.2 | 1,458.95 | 1,458.95 | completed | ||||||||||||||||||||||
| SMD-22-003 | 582745.0 | 7562843.0 | 905.0 | 108.0 | -78.5 | 54.84 | 54.84 | hole abandoned, excessive deviation | ||||||||||||||||||||||
| SMD-22-004 | 582749.1 | 7562843.3 | 905.0 | 108.2 | -78.5 | 427.07 | 427.07 | on hold | ||||||||||||||||||||||
| SND-22-005 | 584710.0 | 7564991.3 | 895.0 | 297.9 | -72.5 | 353.47 | 353.47 | Hole halted at 353.47 due to excessive deviation from plan. | ||||||||||||||||||||||
| SND-22-005a | 584710.0 | 7564991.3 | 895.0 | 297.9 | -72.5 | 517.07 | 209.16 | Wedged from 005 at 307.91m | ||||||||||||||||||||||
| SND-22-005b | 584710.0 | 7564991.3 | 895.0 | 297.9 | -72.5 | 909.67 | 469.80 | Wedged from 005a at 439.87m | ||||||||||||||||||||||
| SND-22-005c | 584710.0 | 7564991.3 | 895.0 | 297.9 | -72.5 | 957.97 | 108.90 | in progress | ||||||||||||||||||||||
| SMD-22-006 | 582754.0 | 7563543.0 | 903.0 | 108.4 | -78.3 | 18.21 | 18.21 | Abandoned in casing | ||||||||||||||||||||||
| SMD-22-006a | 582754.0 | 7563543.0 | 903.0 | 108.4 | -78.3 | 1,656.95 | 1,656.95 | Re-start of SMD-006, hole completed | ||||||||||||||||||||||
| SMD-22-006a-W1 | 582754.0 | 7563543.0 | 903.0 | 108.4 | -78.3 | 840.95 | 72.19 | wedge at 840.95, hole in progress | ||||||||||||||||||||||
| SMD-22-007 | 582801.0 | 7563267.0 | 897.0 | 108.2 | -76.9 | 21.94 | 21.94 | Hole abandoned in casing | ||||||||||||||||||||||
| SMD-22-007a | 582801.0 | 7563267.0 | 897.0 | 108.2 | -76.9 | 1,592.84 | 1,592.84 | hole completed | ||||||||||||||||||||||
| TOTAL | 8,958.09 | Sept. 5, 2022 | ||||||||||||||||||||||||||||
Simultaneous to ongoing drilling, PNRL will continue to improve the database with the collection of additional data from the drilling, BHEM and gyro programs as it becomes available. In addition to the two diamonds drill rigs currently drilling new holes for PNRL, there have been up to three diamond drill rigs designated to cleaning out historic holes in preparation for the collection of gyro and BHEM data. To date, televiewer and physical property logging has been collected in five holes. Work is continuing on the creation of a 3D geological and structural model utilizing oriented core measurements from new holes and relogging of historic holes.
BHEM surveys are ongoing in both of the new and historic holes, results of these ongoing surveys continue to highlight the area at the down-dip western extent of the mineralized horizon. Structurally, the western extent of mineralization correlates with an interpreted fold nose with associated thickening of the mineralized amphibolite. Drilling continues to explore this structure both down dip and down-plunge.
- 4 -
PNRL’s engineering team, with the support of G-Mining Services and third parties, has completed its assessment, review and planning of required work to support the upcoming surface and underground drilling program at the Selebi North and Selebi deposits.
Since August 1, 2022, PNRL’s care and maintenance (“C&M”) team has taken responsibility from the Liquidator for the care and maintenance of the Selebi mine surface and underground infrastructure. The C&M team has also been supporting the engineering team in its planning and execution of underground work required to support underground drilling.
The Selebi Mine includes two shafts and related infrastructure (rail, power and water). The Selebi deposit is serviced by a 6.1 metre diameter shaft commissioned in 1980 which is concrete lined along the entire 340 metre length and an access ramp from surface. The Selebi shaft is equipped with a double drum production hoist, a double drum services hoist, two 6 tonne skip and a 70-person cage with a daily capacity of 3,600 tonnes per day. The infrastructure also includes two inclined shafts down to 900 metres, a hoist room and winder, headframe, surface structures and two overhead power lines.
The Selebi North deposit is serviced by a 3.5 metre diameter shaft commissioned later in 1990 and has an access ramp from the surface. The Selebi North shaft is equipped with a Koepe hoist with a two cage 6 tonne skip. The cage has a four person capacity. The shaft limitation implies that it is mainly used for ore skipping with a daily capacity of 1,500 tonnes per day. The Selebi North shaft runs a length of 730 metres and is supported by an additional decline down to 1000 metres. This shaft is also supported by hoist room and winder, headframe, surface structures and overhead power lines.
The two shafts are fully functional, and the care and maintenance of the remaining infrastructure is ongoing. The Company estimates that the replacement cost of the current infrastructure at the Selebi Mine would be approximately US$400 million.
Quality Control
The drilling was completed by Mitchell Drilling of Botswana utilizing a Sandvik UDR1500 and a Boart Longyear LF-160 diamond drill rig. Drill core samples (47.75mm NQ) are cut in half by a diamond saw on site. Half of the core is retained for reference purposes. Samples are generally 1.0 to 1.5 metre intervals or less at the discretion of the site geologists. Sample preparation and lab analysis was completed at the ALS Chemex in Johannesburg, South Africa. Commercially prepared Blank samples and certified Cu/Ni sulphide analytical control standards with a range of grades are inserted in every batch of 20 samples or a minimum of one set per sample batch. Analyses for Ni, Cu, Co and S are completed using a peroxide fusion preparation and ICP-AES finish (ME-ICP81). Ag analyses are completed using a four acid digestion with ICP-AES Finish (ME-ICP61).
Qualified Person
The scientific and technical content of this news release has been reviewed and approved by Sharon Taylor, Chief Geophysicist of the Company, who is a "qualified person" for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101").
Technical Report
Scientific and technical information relating to the Selebi Mine is supported by the technical report titled "Technical Report on the Selebi Mines, Central District, Republic of Botswana, Report for NI 43-101", dated June 16, 2022 (effective date of March 1, 2022) (the "Selebi Technical Report"), and prepared by SLR Consulting (Canada) Ltd. for PNRL. Reference should be made to the full text of the Selebi Technical Report, including to review the assumptions, limitations and data verification relating to the historic data compilation presented in this news release, which was prepared in accordance with NI 43-101 and is available electronically on SEDAR (www.sedar.com) under PNRL's issuer profile.
- 5 -
Historical Estimate
The historical SAMREC compliant resource (the "Historic SAMREC Resource") that was calculated for the Selebi Mine in 2016 is considered to be historical in nature and should not be relied upon as a current mineral resource estimate. While management believes that the Historic SAMREC Resource could be indicative of the presence of mineralization on the Selebi deposit, a qualified person has not completed sufficient work to classify the historical mineral estimate as a current mineral resource estimate and PNRL is not treating the historical mineral estimates as current mineral resource estimate.
| ON BEHALF OF THE BOARD OF DIRECTORS | |
Keith Morrison Chief Executive Officer Premium Nickel Resources Ltd. |
|
| For further information about Premium Nickel Resources Ltd., please contact: | |
Jaclyn Ruptash Vice President Business Development +1 (604) 770-4334 Toll-Free: 1-833-770-4334 |
|
Cautionary Note Regarding Forward-Looking Information
Certain statements contained in this news release may be considered "forward-looking statements" within the meaning of applicable Canadian securities laws, including the timing and ability of the Company to report additional assay results; the ability of exploration results (including drilling) to accurately predict mineralization; the significance of exploration (including drilling) results; the objectives of the first phase; the ability of the Company to transition to underground resource drilling at Selebi North and Selebi; the ability of assay results to indicate mine horizons and mineralization, at all, including beyond the limits of legacy production; management's interpretation of BHEM data; the ability of the Company to use exploration drifts for underground drilling to optimize drilling and the time and cost to develop a PEA compliant resource; the timing and ability of the Company (if at all) to commence underground drilling at Selebi North; the timing and ability (if at all) of the Company prepare an inferred mineral resource on Selebi North in accordance with NI 43-101; the ability of the Company to compile and verify historic data; the potential for establishing a mineral resource estimate on the Selebi deposit at depth; the Selebi North mineralization remaining open at depth and having a potential for a mineral resource estimate; and the business and prospects of the Company. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perception of geology and mineralization; perceptions of historical trends, current conditions and expected future developments, current information available to the management of the Company, public disclosure from operators of the relevant mines, as well as other considerations that are believed to be appropriate in the circumstances. The Company considers its assumptions to be reasonable based on information currently available, but cautions the reader that their assumptions regarding future events, many of which are beyond the control of the Company, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its businesses.
- 6 -
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Company, see the section entitled "Risks and Uncertainties" in the most recent management discussion and analysis of the Company, which is filed with the Canadian securities commissions and available electronically under the Company's issuer profile on SEDAR (www.sedar.com) and the risk factors outlined in the filing statement of the Company dated July 22, 2022, which are available electronically on SEDAR (www.sedar.com) under the PNRL's issuer profile. The forward-looking statements set forth herein concerning the Company reflect management's expectations as at the date of this news release and are subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
- 7 -
Figure 1. Selebi Drill Results: Inclined Long Section
- 8 -
Figure 2. Drill Hole SMD-22-001-W1 and SMD-22-002 Location Map
Exhibit 99.4
September 14, 2022
British Columbia Securities Commission
Alberta Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
| Re: | Premium Nickel Resources Ltd. (the "Corporation") – Change of Auditor |
In accordance with National Instrument 51-102 – Continuous Disclosure Obligations, please find enclosed herewith the Reporting Package comprised of the following documents:
| 1. | Notice of Change of Auditor dated September 1, 2022 from the Corporation, a copy of which is annexed as Schedule "A" hereto (the "Notice"); |
| 2. | Letter from the predecessor auditor, Dale Matheson Carr-Hilton Labonte LLP, dated September 8, 2022, a copy of which is annexed as Schedule "B" hereto (the "Predecessor Auditor Letter"); and |
| 3. | Confirmation from the Audit Committee of the board of directors of the Corporation, that the Audit Committee has reviewed the Notice and the Predecessor Auditor Letter, a copy of which is annexed as Schedule "C" hereto. |
Yours truly,
(signed) "Sarah Zhu"
Sarah Zhu
Chief Financial Officer
Schedule "A"
NOTICE OF CHANGE OF AUDITOR
See attached.
A-1
PREMIUM NICKEL RESOURCES LTD.
NOTICE OF CHANGE OF AUDITOR
(National Instrument 51-102)
| TO: | Dale Matheson Carr-Hilton Labonte LLP |
| AND TO: | The securities regulatory authorities in the provinces of Alberta, British Columbia, Manitoba and Ontario |
| RE: | Notice Regarding Change of Auditor Pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102") | |
Notice is hereby given of a change of the auditor of Premium Nickel Resources Ltd. (the "Corporation") pursuant to section 4.11 of NI 51-102.
| (a) | Dale Matheson Carr-Hilton Labonte LLP, the former auditor of the Corporation, has notified the Corporation of its resignation effective August 31, 2022, which resignation was triggered by the requirements of the Canadian Public Accountability Board. |
| (b) | The resignation of Dale Matheson Carr-Hilton Labonte LLP as auditor of the Corporation was considered and approved by both the audit committee and board of directors of the Corporation. |
| (c) | Dale Matheson Carr-Hilton Labonte LLP did not express a modified opinion in any of its reports for the audits of the two most recently completed fiscal years of the Corporation. |
| (d) | No "reportable events" (as defined in section 4.11(1) of NI 51-102) have occurred. |
A-2
DATED this 1st day of September, 2022.
| PREMIUM NICKEL RESOURCES LTD. | |||
| By: | (signed) "Sarah Zhu" | ||
Name: |
Sarah Zhu | ||
| Title: | Chief Financial Officer | ||
A-3
Schedule "B"
PREDECESSOR AUDITOR LETTER
See attached.
B-1
September 8, 2022
British Columbia Securities Commission P.O. Box 10142, Pacific Centre 9TH Floor – 701 West Georgia Street Vancouver, B.C. V7Y 1L2 |
Alberta Securities Commission Suite 600, 250 – 5th Street S.W. Calgary, Alberta T2P 0R4 |
The Manitoba Securities Commission Suite 500 – 400 St. Mary Avenue Winnipeg, MB R3C 4K5 |
Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, ON M5H 3S8 |
Dear Sirs:
| Re: | Premium Nickel Resources Ltd. (the “Company”) | |
| Notice Pursuant to National Instrument 51-102 - Change of Auditor |
As required by the National Instrument 51-102 and in connection with our resignation as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated September 1, 2022 and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.
Yours very truly,
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
B-2
Schedule "C"
AUDIT COMMITTEE CONFIRMATION
See attached.
C-1
September 12, 2022
British Columbia Securities Commission
Alberta Securities Commission
Manitoba Securities Commission
Ontario Securities Commission
| Re: | Premium Nickel Resources Ltd. (the "Corporation") – Change of Auditor |
I, John Hick, Chair of the audit committee of the board of directors of the Corporation (the "Audit Committee"), hereby confirm, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations, that on September 12, 2022 the Audit Committee reviewed the Notice of Change of Auditor dated September 1, 2022 and the reply letter from Dale Matheson Carr-Hilton Labonte LLP dated September 8, 2022.
Yours truly,
(signed) "John Hick"
John Hick
Chair, Audit Committee
C-2
Exhibit 99.5
Premium Nickel Resources Corporation
UNAUDITED CONDENSED INTERIM Consolidated Financial Statements
For the quarter ended June 30, 2022
(Stated in Canadian dollars, unless otherwise indicated)
INDEX
Unaudited Condensed Interim Consolidated Financial Statements
| § | Condensed Interim Consolidated Statements of Financial Position |
| § | Condensed Interim Consolidated Statements of Comprehensive Loss |
| § | Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficiency |
| § | Condensed Interim Consolidated Statements of Cash Flows |
| § | Notes to the Condensed Interim Consolidated Financial Statements |
1 | Premium Nickel Resources / Q2 2022
Notice to reader of the unaudited CONDENSED interim CONSOLIDATED financial statements
For the six months period ended June 30, 2022
In accordance with National Instrument 51-102, of the Canadian Securities Administrators, Premium Nickel Resources Corporation. (the “Company” or “PNR”) discloses that its auditors have not reviewed the unaudited condensed interim consolidated interim financial statements.
The unaudited condensed interim consolidated financial statements of the Company for the six months period ended June 30, 2022 (“Financial Statements”) have been prepared by management. The Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto of the Company for the fiscal year ended December 31, 2021, which are included in the Form 3D2 (Information Required in a Filing Statement for a Reverse Takeover or Change of Business) (the “Filing Statement”) prepared in accordance with the policies of the TSXV. A copy of the Filing Statement is available electronically on SEDAR (www.sedar.com) under the name, Premium Nickel Resources Ltd. The Financial Statements are stated in Canadian dollars, unless otherwise indicated, and are prepared in accordance with International Financial Reporting Standards (“IFRS”).
2 | Premium Nickel Resources / Q2 2022
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian dollars, unaudited)
| Notes | As at June 30, 2022 | As at December 31, 2021 | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash | 2,740,881 | 1,990,203 | ||||||||||
| Prepaid expenses | 211,314 | 8,664 | ||||||||||
| Other receivables | 4 | 1,060,536 | 139,630 | |||||||||
| TOTAL CURRENT ASSETS | 4,012,731 | 2,138,497 | ||||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Exploration and evaluation assets | 5 | 20,382,516 | 3,099,926 | |||||||||
| Property, plant and equipment | 6 | 266,112 | - | |||||||||
| TOTAL NON-CURRENT ASSETS | 20,648,628 | 3,099,926 | ||||||||||
| TOTAL ASSETS | 24,661,359 | 5,238,423 | ||||||||||
| LIABILITIES | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Trade payables and accrued liabilities | 7 | 3,043,976 | 580,486 | |||||||||
| TOTAL CURRENT LIABILITIES | 3,043,976 | 580,486 | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Vehicle financing | 135,289 | - | ||||||||||
| Financial liability – warrant | 8 | 28,275,256 | 8,974,901 | |||||||||
| TOTAL NON-CURRENT LIABILITIES | 28,410,545 | 8,974,901 | ||||||||||
| TOTAL LIABILITIES | 31,454,521 | 9,555,387 | ||||||||||
| SHAREHOLDERS’ DEFICIENCY | ||||||||||||
| Share capital | 8 | 28,389,799 | 7,952,675 | |||||||||
| Reserve | 3,854,986 | 1,261,891 | ||||||||||
| Deficit | (37,717,684 | ) | (13,482,624 | ) | ||||||||
| Foreign currency translation reserve | (1,320,263 | ) | (48,906 | ) | ||||||||
| TOTAL SHAREHOLDERS’ DEFICIENCY | (6,793,162 | ) | (4,316,964 | ) | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | 24,661,359 | 5,238,423 | ||||||||||
Nature of Operations and Going Concern (Note 1)
Subsequent Events (Note 12)
The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.
Approved by the Board of Directors on October 06, 2022
"signed" Keith Morrison Chief Executive Officer |
"signed" John Hick Audit Committee Chair |
3 | Premium Nickel Resources / Q2 2022
Condensed Interim Consolidated Statements of Comprehensive Loss
(Expressed in Canadian dollars, unaudited)
| Three months ended | Six months ended | |||||||||||||||||||
| Notes | June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | ||||||||||||||||
| EXPENSES | ||||||||||||||||||||
| Corporate and administration expenses | (615,200 | ) | (97,033 | ) | (833,353 | ) | (168,311 | ) | ||||||||||||
| Management fees | 9 | (576,332 | ) | (212,728 | ) | (1,075,306 | ) | (263,451 | ) | |||||||||||
| Due diligence BCL | 762 | 80,715 | (4,035 | ) | (54,363 | ) | ||||||||||||||
| Advisory and consultancy | (302,259 | ) | (16,111 | ) | (494,026 | ) | (41,311 | ) | ||||||||||||
| Interest and bank charges | (7,086 | ) | (1,742 | ) | (8,549 | ) | (1,742 | ) | ||||||||||||
| Share-based payment | 8 | - | - | (2,593,095 | ) | (761,480 | ) | |||||||||||||
| Warrant fair value movement | 8 | 411,943 | - | (19,300,354 | ) | - | ||||||||||||||
| Net foreign exchange gain (loss) | 169,977 | (2,272 | ) | 160,792 | (3,248 | ) | ||||||||||||||
| (918,195 | ) | (249,171 | ) | (24,147,926 | ) | (1,293,906 | ) | |||||||||||||
| OTHER ITEMS | ||||||||||||||||||||
| Interest income (expenses) and other income | (87,134 | ) | 251 | (87,134 | ) | 251 | ||||||||||||||
| NET LOSS FOR THE PERIOD | (1,005,329 | ) | (248,920 | ) | (24,235,060 | ) | (1,293,655 | ) | ||||||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||||||
| Exchange differences on translation of foreign operations | (852,062 | ) | (1,538 | ) | (1,271,357 | ) | (1,538 | ) | ||||||||||||
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | (1,857,391 | ) | (250,458 | ) | (25,506,417 | ) | (1,295,193 | ) | ||||||||||||
| Weighted average number of common shares outstanding | 85,215,054 | 73,522,041 | 80,708,849 | 64,817,597 | ||||||||||||||||
| Basic and diluted loss per share | (0.02 | ) | (0.00 | ) | (0.32 | ) | (0.02 | ) | ||||||||||||
The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.
4 | Premium Nickel Resources / Q2 2022
Condensed Interim Consolidated Statements of Changes in Shareholders’ Deficiency
(Expressed in Canadian dollars, unaudited)
| Notes | Number of Shares | Share Capital | Reserve | Deficit | Foreign Currency Translation Reserve | Total Shareholders’ Deficiency | ||||||||||||||||||||||
| BALANCE AS AT DECEMBER 31, 2020 | 8 | 64,083,487 | 1,468,174 | - | (4,123,019 | ) | - | (2,654,845 | ) | |||||||||||||||||||
| Net Loss for the period | - | - | - | (1,293,655 | ) | - | (1,293,655 | ) | ||||||||||||||||||||
| Share capital issued through private placement | 9,188,554 | 3,771,172 | - | - | 3,771,172 | |||||||||||||||||||||||
| Share issue costs | (262,160 | ) | - | - | (262,160 | ) | ||||||||||||||||||||||
| Share-based payment | 761,480 | 761,480 | ||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | (1,538 | ) | (1,538 | ) | ||||||||||||||||||||||||
| BALANCE AS AT JUNE 30, 2021 | 73,272,041 | 4,977,186 | 761,480 | (5,416,674 | ) | (1,538 | ) | (320,454 | ) | |||||||||||||||||||
| BALANCE AS AT DECEMBER 31, 2021 | 8 | 76,679,908 | 7,952,675 | 1,261,891 | (13,482,624 | ) | (48,906 | ) | (4,316,964 | ) | ||||||||||||||||||
| Net Loss for the period | - | (24,235,060 | ) | (24,235,060 | ) | |||||||||||||||||||||||
| Share capital issued through private placement | 8,936,167 | 22,388,599 | 22,388,599 | |||||||||||||||||||||||||
| Share issue costs | - | (1,951,475 | ) | (1,951,475 | ) | |||||||||||||||||||||||
| Share-based payment | 2,593,095 | 2,593,095 | ||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | (1,271,357 | ) | (1,271,357 | ) | ||||||||||||||||||||||||
| BALANCE AS AT JUNE 30, 2022 | 8 | 85,616,075 | 28,389,799 | 3,854,986 | (37,717,684 | ) | (1,320,263 | ) | (6,793,162 | ) | ||||||||||||||||||
The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.
5 | Premium Nickel Resources / Q2 2022
Condensed Interim Consolidated Statements
of Cash Flows
(Expressed in Canadian dollars, unaudited)
| Period ended | Period ended | |||||||
| June 30, 2022 | June 30, 2021 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss for the period | (24,235,060 | ) | (1,293,655 | ) | ||||
| Items not affecting cash: | ||||||||
| Share-based payment | 2,593,095 | 761,480 | ||||||
| Warrant fair value movement | 19,300,354 | - | ||||||
| Unrealized foreign exchange loss | (1,271,357 | ) | (1,538 | ) | ||||
| Changes in working capital | ||||||||
| Prepaid expenses and other receivables | (1,123,555 | ) | (113,457 | ) | ||||
| Trade payables and accrued expenses | 2,463,490 | 327,575 | ||||||
| Other loan payable | 135,289 | - | ||||||
| Net cash used in operating activities | (2,137,744 | ) | (319,595 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Property, plant and equipment | (266,112 | ) | - | |||||
| Expenditures on exploration and evaluation assets | (17,282,590 | ) | (1,351,100 | ) | ||||
| Net cash used in investing activities | (17,548,702 | ) | (1,351,100 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common shares | 22,388,599 | 3,771,172 | ||||||
| Direct financing costs | (1,951,475 | ) | (287,228 | ) | ||||
| Proceeds from issuance of promissory notes and vehicle financing | - | - | ||||||
| Net cash provided by financing activities | 20,437,124 | 3,483,944 | ||||||
| Change in cash for the period | 750,678 | 1,813,249 | ||||||
| Cash, beginning of the period | 1,990,203 | 108,853 | ||||||
| Cash at the end of the period | 2,740,881 | 1,922,102 | ||||||
The accompanying notes are an integral part of these Condensed Interim Consolidated Financial Statements.
6 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Premium Nickel Resources Corporation (the “Company” or “PNR”) was incorporated on November 26, 2018, under the laws of the Province of Ontario, Canada. The head office and principal address is located at 130 Spadina Avenue, Suite 40, Toronto, Ontario M5V 2L4.
PNR is a private Canadian company organized to evaluate, acquire, improve and reopen, assuming economic feasibility, a combination of certain assets of BCL Limited (“BCL”) and Tati Nickel Mining Company (“TNMC”) that are currently in liquidation. The founders of the Company include North American Nickel Inc. (“NAN”), a public Canadian nickel exploration and development company, several resource investors and local Namibian and Botswana mine operators.
PNR has five subsidiaries, Premium Nickel Resources International Limited (Barbados), Premium Nickel Resources Selkirk Group Limited (Barbados), Premium Nickel Resources Selebi Limited (Barbados), Premium Nickel Resources Proprietary Limited (Botswana) and Premium Nickel Resources Group Proprietary Limited (Botswana). As of June 30, 2022, the corporate structure of PNR is set forth in the chart below:
(1)(2)Premium Nickel Resources Proprietary Limited and Premium Nickel Resources Group Proprietary Limited, are private companies registered in Botswana, dedicated to this asset acquisition activity.
The Company submitted its indicative offer to the BCL and TNMC Liquidators in June 2020 to acquire assets of the former-producing BCL Mining Complex and TNMC operations located in north-eastern Botswana. On February 10, 2021, PNR was selected as the preferred bidder and on March 22, 2021, PNR entered into a Memorandum of Understanding (“MOU”) providing for a six-month exclusivity period to complete additional work and negotiate the asset purchase agreements.
On September 28, 2021, the Company executed a definitive asset purchase agreement (“APA”) with the Liquidator of BCL to acquire the Selebi and Selebi North (together, the “Selebi Assets”) nickel-copper-cobalt ("Ni-Cu-Co") deposits and related infrastructure formerly operated by BCL. The due diligence process was completed within 120 days upon signing the APA. On February 10, 2022, the Company closed the transaction and ownership of the assets has been transferred to the Company. PNR is also negotiating a separate asset purchase agreement to finalize terms for any prioritized TNMC assets that may be purchased.
7 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
On February 17, 2022, the Company announced that it executed a non-binding letter of intent ("Non-Binding LOI") with North American Nickel Inc. (“NAN”) which outlined the proposed terms and conditions of a "reverse takeover" (RTO) (under the policies of the TSX Venture Exchange (the "Exchange")) of NAN by PNR, through a triangular amalgamation involving a wholly owned subsidiary of NAN, as a result of which the wholly owned subsidiary of NAN (“NAN Subco”) would amalgamate with PNR to form one corporation, all as more specifically to be provided in a definitive agreement to be entered into between NAN and PNR.
The Company continues to monitor the global COVID-19 developments and is committed to working with health and safety as a priority and in full respect of all government and local COVID-19 protocol requirements. PNR has developed COVID-19 travel, living and working protocols and is ensuring integration of those protocols with the currently applicable protocols of the Government of Botswana and surrounding communities.
Going Concern
The Company, being in the exploration stage, is subject to risks and challenges similar to companies in a comparable stage of development. These risks include the challenges of securing adequate capital for exploration, development and operational risks inherent in the mining industry, global economic and metal price volatility and there is no assurance management will be successful in its endeavours. As at June 30, 2022, the Company had no source of operating cash flows, nor any credit line currently in place. The Company incurred a net loss of $24,647,003 for the six months ended June 30, 2022 ($532,175 for the six months ended June 30, 2021). The Company’s committed cash obligations and expected level of expenses will vary depending on its operations.
These condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and its ability to raise additional capital. To date, the Company has not generated profitable operations from its resource activities and will need to invest additional funds in carrying out its planned exploration, development and operational activities. These uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company’s continuance as a going concern is also dependent upon its ability to obtain adequate financing. It is not possible to predict whether financing efforts will be successful or if the Company will attain a profitable level of operation. These material uncertainties cast significant doubt on the Company’s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments to the carrying values of assets and liabilities and the reported expenses and condensed interim consolidated statement of comprehensive loss classification that would be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
The evaluation properties in which the Company currently has an interest are in pre-revenue exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned due diligence, exploration and cover administrative costs, the Company will use its existing working capital and raise additional amounts as needed. Although the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future. The Company will continue to assess new properties and seek to acquire interests in additional properties if there is sufficient geologic or economic potential and if adequate financial resources are available to do so.
8 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
The condensed interim consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on October 6, 2022. The discussion in notes to the condensed interim consolidated financial statements is stated in Canadian dollars.
| 2. | BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES |
| (a) | Statement of Compliance |
These condensed interim consolidated financial statements were prepared in accordance with International Accounting Standards (“IAS 34”), Interim Financial Reporting, utilizing the accounting policies of the Company outlined in its December 31, 2021 annual consolidated financial statements. The accounting policies are in line with International Financial Reporting Standards (IFRS) guidelines. These condensed interim consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and therefore should be read in conjunction with the Company’s annual consolidated financial statements.
| (b) | Basis of Preparation |
These condensed interim consolidated financial statements have been prepared under the historical cost convention, modified by the revaluation of any financial assets and financial liabilities where applicable. The preparation of condensed interim consolidated financial statements in conformity with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. These areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the condensed interim consolidated financial statements, are disclosed in note 3.
| (c) | Basis of consolidation |
These consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries; Premium Nickel Resources International (Barbados), Premium Nickel Resources Selkirk Group (Barbados), Premium Nickel Resources Selebi (Barbados), which were incorporated in Barbados on November 12, 2021 as well as Premium Nickel Resources Proprietary (Botswana) and Premium Nickel Resources Group Proprietary (Botswana), which were incorporated in Botswana on September 19, 2019 and August 25, 2021, respectively
Consolidation is required when the Company is exposed or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.
| 3. | CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS |
The preparation of the condensed interim consolidated financial statements in accordance with International Financial Reporting Accounting Standards (“IFRSIAS 34”) requires management to make judgments, estimates and assumptions that can affect reported amounts of assets, liabilities, revenue and expenses and the accompanying disclosures. Estimates and assumptions are continuously evaluated and are based on management's historical experience and on other assumptions believed to be reasonable under the circumstances. However, different judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
The area involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the condensed interim consolidated financial statements is:
9 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
Going Concern
Condensed interim consolidated financial statements are prepared on a going concern basis unless management either intends to liquidate the Company or has no realistic alternative to do so. Assessment of the Company’s ability to continue as a going concern requires the consideration of all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. This information includes estimates of future cash flows and other factors, the outcome of which is uncertain. When management is aware, in making its assessment, of material uncertainties related to events or conditions that may cast substantial doubt upon the Company’s ability to continue as a going concern those uncertainties are disclosed.
| 4. | OTHER RECEIVABLES |
A summary of the receivables and other current assets as at June 30, 2022 and December 31, 2021 is detailed in the table below:
| June 30, 2022 | December 31, 2021 | |||||||
| HST paid on purchase | 315,218 | 84,563 | ||||||
| VAT paid on purchases | 733,603 | 55,067 | ||||||
| Other receivables | 11,715 | - | ||||||
| 1,060,536 | 139,630 | |||||||
| 5. | EXPLORATION AND EVALUATION ASSETS |
| Botswana | ||||
| Selebi | ||||
| Acquisition | ||||
| Balance, December 31, 2021 | - | |||
| Acquisition costs | 8,527,376 | |||
| Balance, June 30, 2022 | 8,527,376 | |||
| Exploration | ||||
| Balance, December 31, 2021 | 3,099,926 | |||
| Care and maintenance cost | 3,257,343 | |||
| Drilling and exploration | 5,497,871 | |||
| Balance, June 30, 2022 | 11,855,140 | |||
| Total, June 30, 2022 | 20,382,516 | |||
| Total, December 31, 2021 | 3,099,926 | |||
The following is a description of the Company’s exploration and evaluation assets and the related spending commitments:
Selebi Assets
On September 28, 2021, the Company executed an APA with the BCL Liquidator to acquire the Selebi assets and related infrastructure formerly operated by BCL. On January 31, 2022, the Company closed the transaction and ownership of the Selebi Assets transferred to the Company.
PNR also negotiated a separate asset purchase agreement with the Liquidator of TNMC to acquire the Selkirk deposit and related infrastructure formerly operated by TNMC on January 19, 2022.
As per the APA of the Selebi Assets, the aggregate purchase price payable to the seller shall be the sum of US$56,750,000 which amount shall be paid in three instalments:
| · | US$1,750,000 payable on the closing date. This payment has been made. |
| · | US$25,000,000 upon which is earlier: a) approval by the Ministry of Mineral Resources, Green Technology and Energy Security “MMRGTES” of the Company’s Section 42 and Section 43 Applications (further extension of the mining license and conversion of the mining licence into an operating license respectively), and b) on the expiry date of the study phase, January 31, 2025, which could be extend for one year with written notice. |
10 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
| · | The third instalment of $30,000,000 is payable on the completion of mine construction and production start-up by the Company on or before January 31, 2030, but not later than four (4) years after the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 Applications. |
| · | Payment of Care and maintenance funding contribution of Selebi Assets for a total of $5,178,747 from March 22, 2021 to the closing date. |
As per the term and conditions of the Selebi APA, PNR has the option to cancel the second and third payments and give back the Selebi assets to the liquidator in the event where the exploration program determines that the Selebi assets are not economical. PNR also has an option to pay in advance the second and third payments in the event where the exploration program determines that the Selebi assets are economical. The Company’s accounting policy, as permitted by IAS 16, is to measure and record contingent consideration when the conditions associated with the contingency are met. As of June 30, 2022, none of the conditions of the second and third instalment are met. Hence, these amounts are not accrued in the condensed interim consolidated financial statements.
In addition to the Selebi APA, the purchase of the Selebi assets are also subject to a contingent compensation agreement as well as a royalty agreement with the Liquidator.
In regard to the Selkirk Assets (the Selkirk mine and related infrastructures), the purchase agreement does not provide for a purchase price or initial payment for the purchase of the assets. The Selkirk purchase agreement provides that if the Company elects to develop Selkirk first, the payment of the second Selebi instalment of US$25,000,000 would be upon the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 Applications (further extension of the Selkirk mining license (years) and conversion of the Selkirk mining licence into an operating license respectively). For the third Selebi instalment of US$30,000,000, if Selkirk were commissioning earlier than Selebi, the payment would trigger on Selkirk’s commission date.
During the three months ended June 30, 2022, the Company incurred $11,014,139 in acquisition and exploration expenditure on the Selebi Assets (December 31, 2021 - $3,099,926).
6. PROPERTY, PLANT AND EQUIPMENT
The table below sets out costs and accumulated amortization as at June 30, 2022:
| Vehicles | Furniture | Leasehold improvement |
Total | |||||||||||||
| Cost | ||||||||||||||||
| Balance – December 31, 2021 | - | - | - | - | ||||||||||||
| Purchases | 168,438 | 18,296 | 79,378 | 266,112 | ||||||||||||
| Balance – June 30, 2022 | 168,438 | 18,296 | 79,378 | 266,112 | ||||||||||||
Property, Plant and Equipment
Equipment is stated at historical cost less accumulated amortization and accumulated impairment losses.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of a significant replaced part is derecognized. All other repairs and maintenance are charged to the condensed interim consolidated statements of comprehensive loss during the financial period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized in profit or loss.
Depreciation and amortization are calculated on a straight-line method to charge the cost, less residual value, of the assets to their residual values over their estimated useful lives. The depreciation and amortization rate applicable to each category of equipment is as follows:
11 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
| Equipment | Depreciation rate | |||
| Vehicles | 30 | % | ||
| Furniture | 20 | % | ||
| Leasehold improvement | 10 | % | ||
| 7. | TRADE PAYABLES AND ACCRUED LIABILITIES |
June 30, 2022 | December 31, 2021 | |||||||
| Amounts due to related parties (note 9) | 313,040 | 225,904 | ||||||
| Trade payables | 2,192,996 | 218,456 | ||||||
| Accrued liabilities | 537,940 | 136,126 | ||||||
| 3,043,976 | 580,486 | |||||||
| 8. | SHARE CAPITAL |
| a) | Common Shares Issued and Outstanding |
During the year 2021, the Company closed two non-broker private placement equity financings totalling 12,596,421 shares at a price of $0.40 and $0.95, respectively, and raised aggregate gross proceeds of $6,771,729. The Company incurred total share issuance costs of $287,228, including the fair value of $7,000 for 17,000 shares issued to the agent in conjunction with the first private placement.
The Company launched a private placement for up to US$20,000,000 at US$2.00/share in December 2021 and the funding received would be deposited in a trust account and escrow until the closing of the APA on the Selebi Assets. PNR closed the first tranche on February 10, 2022 for the pro-rata round of existing shareholders upon completion of APA transaction. On April 20, 2022, the Company closed the final tranche of financing and raised aggregate gross proceeds of US$17,731,238 (C$22,388,599) including the pro-rata round.
As at June 30, 2022, the Company has 85,616,075 common shares issued and outstanding (December 31, 2021 – 76,679,908).
| b) | Warrants |
On February 26, 2021, the Company issued NAN a non-transferable share purchase warrant (the “Warrant”), which entitles NAN to purchase common shares of the Company, for up to 15% of the capital of PNR, upon payment of US $10,000,000 prior to the fifth anniversary of the date of issue.
The Warrant is classified as a derivative financial liability that should be measured at fair value, with changes in value recorded in profit or loss. As at June 30, 2022, the Company reassessed the fair value of the warrant at $28,275,256 and recorded the amount as a long-term Financial liability.
12 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
The fair value of liability of the Warrant was estimated using the Black-Scholes Option Pricing Model with the following assumptions:
| June 30, 2022 | December 31, 2021 | |||||||
| Expected dividend yield | 0% | 0% | ||||||
| Latest private placement price | $2.49 | $0.95 | ||||||
| Expected share price volatility | 141.63% | 144.13% | ||||||
| Risk free interest rate | 3.14% | 1.02% | ||||||
| Remaining life of warrants | 2.66 years | 3.16 years | ||||||
Volatility assumptions for the valuation of the Warrant were derived by reference to the volatility of NAN as the stock price of NAN has been highly correlated to the advancement of the BCL assets acquisition since its investment in PNR.
On April 25, 2022, in connection with and immediately prior to the entry into the Amalgamation Agreement, NAN and PNR entered into the Waiver and Suspension Agreement, pursuant to which NAN agreed that its exercise privileges under the 15% Warrant or any portion thereof to subscribe for additional PNR Shares are suspended until the later of (i) the 61st calendar date following the date on which the Amalgamation Agreement is executed, and (ii) the date on which the Amalgamation Agreement is terminated in accordance with its terms.
Prior to the date that the Amalgamation becomes effective, the PNR Shares and the 15% Warrant held by NAN will be contributed to NAN Subco, as part of the Securities Contribution, resulting in such securities being cancelled by operation of the triangular amalgamation.
| c) | Stock options |
The Company adopted a Stock Option Plan (the “Plan”), providing the authority to grant options to directors, officers, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the Plan, the exercise price of each option equals the offer price of the most recent financing on the date of grant. The options can be granted for a maximum term of five years.
13 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
A summary of option activity under the Plan during the six months ended June 30, 2022 is as follows:
| June 30, 2022 | December 31, 2021 | |||||||||||||||
| Number Outstanding | Weighted Average Exercise Price ($) | Number Outstanding | Weighted Average Exercise Price ($) | |||||||||||||
| Outstanding, beginning of period | 5,775,000 | 0.52 | - | - | ||||||||||||
| Issued | 2,600,000 | 2.49 | 5,775,000 | 0.52 | ||||||||||||
| Outstanding, end of period | 8,375,000 | 1.13 | 5,775,000 | 0.52 | ||||||||||||
During the three months ended June 30, 2022, the Company granted an aggregate total of 2,600,000 stock options to employees, directors and consultants with a maximum term of five years. All options vest immediately and are exercisable at US$2.00 per share (C$2.49/share). The Company calculates the fair value of all stock options using the Black-Scholes Option Pricing Model. The fair value of options granted during the six months ended June 30, 2022 amounted to $2,593,095 and was recorded as a share-based payment expense. The weighted average fair value of options granted during the three months ended June 30, 2022 is $0.83 per option.
The fair value of stock options granted and vested during the three months ended June 30, 2022 was calculated using the following assumptions:
| June 30, 2022 | December 31, 2021 | |||||||
| Expected dividend yield | 0% | 0% | ||||||
| Latest private placement price | $2.49 | $0.95 | ||||||
| Expected share price volatility | 125.83% | 125.18%-127.03% | ||||||
| Risk free interest rate | 1.68% | 0.42% - 1.11% | ||||||
| Expected life of options | 5 years | 5 years | ||||||
Volatility assumptions for the valuation of warrants were derived by reference to the volatility of NAN as the stock price of NAN has been highly correlated to the advancement of the BCL assets acquisition since its investment in PNR.
14 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
Details of options outstanding as at June 30, 2022 are as follows:
| Options Outstanding |
Options Exercisable |
Expiry Date |
Exercise Price ($) |
Weighted average remaining contractual life (years) |
||||||||||||||
| 4,500,0001 | 4,500,000 | January 26, 2026 | 0.40 | 1.92 | ||||||||||||||
| 975,0002 | 325,000 | September 29, 2026 | 0.95 | 0.50 | ||||||||||||||
| 300,000 | 300,000 | September 29, 2026 | 0.95 | 0.15 | ||||||||||||||
| 2,600,0003 | 866,667 | January 20, 2027 | 2.49 | 1.42 | ||||||||||||||
| 8,375,000 | 5,991,667 | 3.99 | ||||||||||||||||
1 Vesting 1/2 on the date of grant, 1/2 on closing of the transactions contemplated by any asset purchase agreement between the Company and BCL Limited on January 31, 2022
2 Vesting 1/3 on the date of grant, 1/3 on the first anniversary of the grant and 1/3 on the second anniversary.
3 Vesting 1/3 on the date of grant, 1/3 on the first anniversary and 1/3 on the second anniversary held in escrow following the close of the US$20,000,000 private placement.
| d) | Reserve |
The reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. Amounts recorded for forfeited or expired unexercised options and warrants are transferred to deficit. During the period ended June 30, 2022, the Company recorded $2,593,095 (December 31, 2021 - $1,261,891) of share-based payments to reserves.
| 9. | RELATED PARTY TRANSACTIONS |
The following amounts due to related parties are included in trade payables and accrued liabilities (note 6).
| June 30, 2022 | December 31, 2021 |
|||||||
| Directors and Officers of the Company | 43,160 | 26,759 | ||||||
| NAN | 269,880 | 199,145 | ||||||
| 313,040 | 225,904 | |||||||
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
| (a) | Related party transactions |
During the six months ended June 30, 2022, pursuant to the Services Agreement, the Company was charged by NAN $937,583 (2021 - $844,379) for services including $17,212 in administrative fees, paid $866,848 (2021 – $793,017) and recorded $269,880 in amount due to related parties (2021 - $199,145).
As of June 30, 2022, NAN beneficially owns 7,667,707 shares of PNR (December 31, 2021 - 7,667,707 shares), constituting approximately 8.96% (2021 – 10%) of the issued and outstanding PNR shares.
15 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
During the six months ended June 30, 2022, ThreeD Capital subscribed for a further 1,213,538 common shares of PNR, for a further investment of US$2,427,076 (2021 - $374,123). As of June 30, 2022, ThreeD Capital beneficially owns 8,218,546 shares (2021 - 7,005,008 shares), constituting approximately 9.6% (2021 – 9.14%) of the current issued and outstanding shares of the Company.
Between March 2 and March 3, 2022, PNR issued promissory notes to its officers and directors as well as its shareholders as below:
| Directors and Officers of the Company | 35,000 | |||
| ThreeD Capital | 762,180 | |||
| NAN | 1,270,000 | |||
| 2,067,180 |
On April 30, 2022, all amounts owing in respect of above promissory notes have either been repaid in cash for an amount of $2,018,568, including interest and fee, as well as by issuing 310,000 PNR Shares.
| (b) | Key management personnel is defined as members of the Board of Directors and senior officers. |
Key management compensation was as follows:
| June 30, 2022 | June 30, 2021 | |||||||
| Management fee | 1,075,306 | 263,451 | ||||||
| Due diligence BCL | - | 60,000 | ||||||
| Corporate and administration expenses | 145,418 | 61,353 | ||||||
| 1,220,724 | 384,804 | |||||||
| 10. | FINANCIAL INSTRUMENTS |
The Company thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include interest rate risk, credit risk, liquidity risk, and currency risk. The carrying value of the Company's financial instruments approximates their fair value due to their short-term nature. Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Inputs for the asset or liability that are not based on observable market data.
As at June 30, 2022, the fair value of the Company’s warrant liabilities are based on Level 3 measurements and the fair value of cash is based on Level 1 measurements. The fair values of other financial instruments approximate their carrying values due to the relatively short-term maturity of these instruments.
16 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
| 11. | RISK MANAGEMENT |
The Company's exposure to market risk includes, but is not limited to, the following risks:
Interest Rate Risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to significant changes in interest rates.
Foreign Currency Exchange Rate Risk
Currency risk is the risk that the fair value or future cash flows will fluctuate because of changes in foreign currency exchange rates. In addition, the value of cash and other financial assets and liabilities denominated in foreign currencies can fluctuate with changes in currency exchange rates.
The Company operates in Canada and Botswana and undertakes transactions denominated in foreign currencies such as the United States dollar and Botswana Pula, and consequently is exposed to exchange rate risks. Exchange risks are managed by matching levels of foreign currency balances and related obligations and by maintaining operating cash accounts in non-Canadian dollar currencies.
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The credit risk is primarily associated with liquid financial assets. The Company limits exposure to credit risk on liquid financial assets by holding cash at highly-rated financial institutions.
Price Risk
The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on income and economic value due to commodity price movements and volatilities. To mitigate price risk, the Company closely monitors commodity prices of precious metals and the stock market to determine the appropriate course of action to be taken by the Company.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages the liquidity risk inherent in these financial obligations by regularly monitoring actual cash flows to annual budget which forecast cash and expected cash availability to meet future obligations.
The Company will defer discretionary expenditures, as required, in order to manage and conserve cash required for current liabilities.
The following table shows the Company's contractual obligations as at June 30, 2022:
| As at June 30, 2022 | Less than 1 year | 1 - 2 years | 2 - 5 years | Total | ||||||||||||
| Trade payables and accrued liabilities | 3,043,976 | - | - | 3,043,976 | ||||||||||||
| Vehicle financing | 39,446 | 39,446 | 56,397 | 135,289 | ||||||||||||
| 3,083,422 | 39,446 | 56,397 | 3,179,265 | |||||||||||||
Capital Risk Management
The Company manages its capital to ensure that it will be able to continue as a going concern, so that adequate funds are available or are scheduled to be raised to meet its ongoing administrative and operating costs and obligations. This is achieved by the Board of Directors' review and ultimate approval of budgets that are achievable within existing resources, and the timely matching and release of the next stage of expenditures with the resources made available from capital raisings and debt funding from related or other parties. In doing so, the Company may issue new shares, restructure or issue new debt.
17 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
The Company is not subject to any externally imposed capital requirements imposed by a regulator or a lending institution.
In the management of capital, the Company includes the components of equity deficiency, loans and borrowings, other current liabilities, net of cash.
| As at June 30, 2022 | As at December 31, 2021 | |||||||
| Shareholder’s deficiency | (6,793,162 | ) | (4,316,964 | ) | ||||
| Current liabilities | 3,043,976 | 580,486 | ||||||
| (3,749,186 | ) | (3,736,478 | ) | |||||
| Cash | (2,740,881 | ) | (1,990,203 | ) | ||||
| (6,490,067 | ) | (5,726,681 | ) | |||||
| 12. | SUBSEQUENT EVENTS |
On August 3, 2022, Premium Nickel Resources Ltd. (TSXV: PNRL) (formerly, North American Nickel Inc.) ("PNRL" or the "Resulting Issuer”") announced the closing of its previously-announced "reverse takeover" transaction (the "RTO”) whereby PNR and 1000178269 Ontario Inc., a wholly-owned subsidiary of the Company, amalgamated by way of a triangular amalgamation under the Business Corporations Act (Ontario) (the "Amalgamation").
Transaction Particulars
| (i) | NAN Subco amalgamated with PNR under Section 174 of the OBCA to form one corporation – PNRL, the “Resulting Issuer” | |
| (ii) | the securityholders of PNR received securities of the Resulting Issuer in exchange for their securities of PNR at an exchange ratio of 1.054 common shares of the Resulting Issuer (after giving effect to a 5-to-1 share consolidation) for each outstanding share of PNR (the "Exchange Ratio"), and | |
| (iii) | the transactions resulted in a RTO of the Company in accordance with the policies of the TSXV, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. |
upon closing of the RTO, NAN has: (i) changed its name to "Premium Nickel Resources Ltd."; (ii) changed its stock exchange ticker symbol to "PNRL"; and (iii) reconstituted the board of directors (the "Board Reconstitution") and management of the Resulting Issuer. The outstanding options of PNR immediately prior to the effective time of the RTO were exchanged and adjusted pursuant to the terms of the Amalgamation Agreement such that holders thereof are entitled to acquire, following the closing of the RTO, options of the Resulting Issuer after giving effect to the Exchange Ratio, as applicable.
18 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
In connection with the RTO, NAN issued approximately 82,157,579 common shares of PNRL (on a post-Consolidation basis) in exchange for 77,948,368 outstanding shares of PNR immediately prior to the effective time of the RTO (after giving effect to the Exchange Ratio). Immediately after giving effect to the RTO Transaction, the Resulting Issuer was owned approximately (i) 72.6% by persons who were shareholders of PNR prior to RTO, (ii) 23.7% by persons who were shareholders of NAN prior to RTO, and (iii) 3.7% by the holders of the subscription receipts of NAN. The following table sets out the share structure upon the closing of the RTO:
| Premium Nickel Resource Ltd. | 03/08/2022 | ||||||||
| # of share outstanding | 113,905,949 | ||||||||
| Shares in escrow1 | (32,670,896 | ) | |||||||
| # of options | Exercise price | ||||||||
| Options: | |||||||||
| 24-Feb-2025 | 1,160,000 | $ | 0.80 | ||||||
| 19-Aug-2025 | 240,000 | $ | 0.45 | ||||||
| 25-Feb-2026 | 597,000 | $ | 1.60 | ||||||
| 25-Oct-2026 | 998,794 | $ | 2.00 | ||||||
| 26-Jan-2026 | 4,743,000 | $ | 0.39 | ||||||
| 29-Sep-2026 | 1,343,850 | $ | 0.91 | ||||||
| 20-Jan-2027 | 2,740,400 | $ | 2.11 | ||||||
| 11,823,044 | |||||||||
| Options in escrow1 | (3,847,100 | ) | |||||||
| Warrants: | |||||||||
| 13-Aug-2022 2 | 1,088,783 | $ | 0.45 | ||||||
| 31-Aug-2022 | 150,000 | $ | 0.45 | ||||||
| 16-Apr-2023 | 693,905 | $ | 1.75 | ||||||
| 03-Aug-2024 | 295,652 | $ | 2.40 | ||||||
| 2,228,340 | |||||||||
| Prefer shares | 118,186 | 13,131 | |||||||
| (conversion ratio 9:1) | |||||||||
| Fully diluted # of shares | 127,970,464 | ||||||||
Note 1: Certain directors, officers and seed share shareholders of the Resulting Issuer are subject to escrow requirements pursuant to the Policy 5.4 - Escrow, Vendor Considerations and Resale Restrictions of the TSX Venture Exchange ("Exchange Policy 5.4").
Note 2: Subsequently, 1,076,408 of warrants were exercised and 12,375 expired.
On Aug 18, 2022, the common shares of PNRL were listed for trading on the TSXV under the symbol "PNRL".
The full particulars of the RTO, the Selebi Project (as defined herein) located in Botswana, which is currently the only material property of the Resulting Issuer, and the business of the Resulting Issuer are described in the Form 3D2 (Information Required in a Filing Statement for a Reverse Takeover or Change of Business) (the “Filing Statement”) prepared in accordance with the policies of the TSXV. A copy of the Filing Statement is available electronically on SEDAR (www.sedar.com) under the new name, Premium Nickel Resources Ltd.
Shareholder Approvals
On June 23, 2022, NAN received shareholder approval in respect of, among other things, the reconstitution of the board of directors, the continuance of the Resulting Issuer from under the laws of the province of British Columbia under the Business Corporations Act (British Columbia) to the laws of the province of Ontario under the Business Corporations Act (Ontario) and a change of its name upon completion of the RTO. Further on July 27, the disinterested shareholders of NAN approved the RTO by way of a resolution passed in writing pursuant to the policies of the TSXV.
19 | Premium Nickel Resources / Q2 2022
Notes to the unaudited Condensed Interim Consolidated Financial statements
For the three and six months ended June 30, 2022
(Expressed in Canadian dollars)
Management and Board Composition
The board of directors of the Resulting Issuer consists of Keith Morrison, Charles Riopel, Sheldon Inwentash, John Hick, Sean Whiteford and William O'Reilly with Charles Riopel as Executive Chairman. Management of the Resulting Issuer includes Keith Morrison (Chief Executive Officer), Mark Fedikow (President), Sarah Wenjia Zhu (Chief Financial Officer and Corporate Secretary). In addition, the technical team of the Resulting Issuer includes Ms. Sharon Taylor (Chief Geophysicist) and Dr. Peter Lightfoot (Consulting Chief Geologist).
Select Financial Information
The following table sets out certain preliminary pro forma financial information for the Resulting Issuer upon completion of the RTO. The following information should be read in conjunction with, and is qualified in its entirety by, the pro forma financial statements of the Resulting Issuer to be included in Filing Statement, which is available on SEDAR (www.sedar.com) under PNRL's issuer profile.
| Select Financial Information | ||||||||||||||||
| NAN (as at March 31, 2022) ('$000) | PNR (as at March 31, 2022) ('$000) | Pro Forma Adjustments(1)(2) ('$000) | Resulting
Issuer Pro Forma Consolidation ('$000) | |||||||||||||
| Current Assets | 2,595 | 6,300 | 14,566 | 23,461 | ||||||||||||
| Total Assets | 41,970 | 21,187 | 67,722 | 130,879 | ||||||||||||
| Current Liabilities | 777 | 5,824 | (1) | (3,055 | ) | 3,546 | ||||||||||
| Total Liabilities | 777 | 34,662 | (31,742 | ) | 3,697 | |||||||||||
| Shareholders' Equity | 41,193 | (13,476 | ) | 99,465 | 127,182 | |||||||||||
| Net Loss | 390 | 23,649 | (19,847 | ) | 4,192 | (3) | ||||||||||
Note:
(1) Includes US$1.35 million of success fees payable to CIBC World Markets Inc. in connection with the Selebi acquisition, of which US$1 million was paid in May 2022, with the balance of US$350,000 to be due upon the next financing by the Company.
(2) The pro forma adjustments include, among other things, the adjustments for the subscription receipt financing of NAN which was completed on April 28, 2022, an advisory fee of $420,000, which will be payable to INFOR Financial Inc. upon the closing of the RTO and certain non-recurring due diligence and transaction costs in respect of the Selebi and Selkirk acquisitions and the RTO.
The Selebi Project
Following the completion of the RTO, it is anticipated that the Selebi and Selebi North nickel-copper-cobalt (Ni-Cu-Co) mines and related infrastructure (the "Selebi Project") would be the only material property of the Resulting Issuer for purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101").
The Selebi Project is located in Botswana and consists of a single mining licence no. 2022/1L (the "Selebi Mining Licence") covering an area of 11,504 hectares located near the town of Selebi Phikwe, approximately 150 kilometres southeast of the city of Francistown, and 410 kilometres northeast of the national capital Gaborone. The Selebi Mine includes two shafts (Selebi and Selebi North deposits) and related infrastructure (rail, power and water).
In accordance with NI 43-101, a technical report for the Selebi Project was filed on SEDAR (www.sedar.com) under PNRL's issuer profile and a summary of the Selebi Project and work program were included in the Filing Statement.
On August 22, 2022, PNRL announced the completion of its acquisition of the nickel, copper, cobalt, platinum-group elements ("Ni-Cu-Co-PGE") Selkirk Mine in Botswana, together with associated infrastructure and four surrounding prospecting licences formerly operated by Tati Nickel Mining Company ("TNMC"). The acquisition was completed pursuant to the Company's previously-announced asset purchase agreement with the Liquidator of TNMC on February 14, 2022. With the acquisition now complete, ownership of the Selkirk Mine has been transferred to PNRL.
20 | Premium Nickel Resources / Q2 2022