Premium Nickel Resources LTD. 10-K Filing

Ticker: NEXM · Form: 10-K · Filed: Jun 28, 2024 · CIK: 795800

Sentiment: neutral

Filing Stats: 4,625 words · 19 min read · ~15 pages · Grade level 12.7 · Accepted 2024-06-28 16:17:00

Key Financial Figures

Filing Documents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 1

BUSINESS

Item 1. BUSINESS. 1

PROPERTIES

Item 2. PROPERTIES. 13

LEGAL PROCEEDINGS

Item 3. LEGAL PROCEEDINGS. 22

MINE SAFETY DISCLOSURES

Item 4. MINE SAFETY DISCLOSURES. 22 PART II 23

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 23

[RESERVED]

Item 6. [RESERVED]. 25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. 26

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. F-1

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 37 PART III 39

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 39

EXECUTIVE COMPENSATION

Item 11. EXECUTIVE COMPENSATION. 45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 56

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 58

PRINCIPAL ACCOUNTING FEES AND SERVICES

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 59 PART IV 60

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. 60

Form 10-K SUMMARY

Item 16. Form 10-K SUMMARY. 61

SIGNATURES

SIGNATURES S-1 - i - Table of Contents PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this " Report ") for the Company (as defined herein), contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. These risks and other factors include those listed under "Risk Factors" and elsewhere in this Report. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue" or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in this Report in greater detail under the heading "Risk Factors" . Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date hereof. You should read this Report and the documents that we have filed as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these

BUSINESS

Item 1. BUSINESS. Premium Nickel Resources Ltd. (TSXV: PNRL) (the " Company " or " PNRL ") was founded upon the closing of a reverse takeover transaction (the " RTO ") whereby Premium Nickel Resources Corporation (" PNRC ") and 1000178269 Ontario Inc. (" NAN Subco "), a wholly-owned subsidiary of North American Nickel Inc. (" NAN "), amalgamated by way of a triangular amalgamation (the " Amalgamation ") under the Business Corporations Act (Ontario) (the " OBCA ") on August 3, 2022. The common shares of the Company (the " Common Shares ") are now listed and posted for trading on the TSX Venture Exchange (the " Exchange ") under the symbol "PNRL". Prior to the RTO, PNRC was a private company existing under the OBCA. PNRC was incorporated 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 were in liquidation in Botswana. In connection with the RTO, the Company was continued under the OBCA and changed its name from "North American Nickel Inc." to "Premium Nickel Resources Ltd." Currently, the Company's principal business activity is the exploration and evaluation of mineral properties in Botswana through its wholly-owned subsidiaries. - 1 - Table of Contents The following corporate structure chart sets out details of the direct and indirect ownership of the principal subsidiaries of the Company: Notes : (1) Premium Nickel Group Proprietary Limited (" PNGPL ") owns the Selkirk Assets (as defined below). (2) Premium Nickel Resources Proprietary Limited (" PNRPL ") owns the Selebi Assets (as defined below). The Company has its head and registered office at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario, Canada M5X 1A4. The Company is a mineral exploration company focused on the discovery and advancement of high-quality nickel-copper-cobalt-platinum group metals (" Ni-Cu-Co-PGM ") resources. The principal

RISK FACTORS

Item 1A. RISK FACTORS An investment in our Common Shares involves a high degree of risk. You should carefully consider the following risk factors before deciding to invest in our Company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you may lose all or part of your investment in our Company. The risks and uncertainties discussed in this Report are not the only ones facing the Company. In evaluating an investment in the Company, the risks and uncertainties described below should be carefully considered. If any such risks actually occur, the business, financial condition and/or liquidity and results of operations of the Company could be materially adversely affected. In this event, the value of the Common Shares could decline and shareholders could lose all or part of their investment. Further, the Company's view of risks is not static, and readers are cautioned that there can be no assurance that all risks to the Company, at any point in time, can be accurately identified, assessed as to significance or impact, managed or effectively controlled or mitigated. There can be additional new or elevated risks to the Company that are not described herein or in the Company's public filings to date. Economics of Developing Mineral Properties Substantial expenses are required to establish mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract metal from ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining. No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operation or that the funds required for development can be obtained on a timely basis. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company's control and which cannot be predicted,

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