SHARE CAPITAL, WARRANTS AND OPTIONS | 13. The authorized capital of the Company comprises an unlimited a) Common Shares Issued and Outstanding During the year ended December 31, 2023, the Company completed the following financing transactions: On February 24, 2023, the Company issued 4,437,184 common shares at a price of $1.75 per share for gross proceeds of $7,765,072 upon the closing of a brokered private placement (the “ Offering Broker Warrants On June 28, 2023, the Company issued 14,772,000 units at a price of $1.10 per unit to EdgePoint for aggregate gross proceeds of $16,249,200 upon the closing of the Financing Transactions. Each unit comprises one common share of PNRL and 22.5% of one whole common share purchase warrant (each a “ Transferable Warrant Transferable Warrants Fort Capital Partners acted as financial advisor to PNRL on the Financing Transactions and was paid cash fees of $812,460 by PNRL, equal to 5.0% of the gross proceeds of the equity portion of the Financing Transactions. Legal fees related to the Financing Transactions (Note 10) totaled $736,067, of which $240,596 was recorded as share issuance cost. The fair value of the warrants in connection with the above two financing transactions were calculated using the following assumptions: February 24, 2023 June 28, 2023 Expected dividend yield 0 % 0 % Stock price $ 1.73 $ 1.35 Expected share price volatility 77.52 % 92.06 % Risk free interest rate 4.28 % 4.13 % Expected life of warrant 2 years 3 years The volatility was determined by calculating the historical volatility of stock prices of the Company over a period as the expected life of warrants using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns. On December 14, 2023, the company closed an equity and debt financing package of approximately $21.6 million, comprised of a broker private placement (the “ Private Placement Agents Participation Right As at December 31, 2023, the Company had 149,300,920 common shares issued and outstanding December 31, 2022 2022 In April 2022, PNRC completed a non-brokered private placement of 8,936,167 shares at a price of USD 2.00 per share for gross proceeds of $22,388,599 (USD 17,731,238). In connection with the private placement, PNRC paid to eligible finders ( “ Finders On August 3, 2022, PNRC combined with NAN in a reverse takeover transaction whereby shareholders of PNRC exchanged their shares at a rate of 1.054 shares of NAN for each share of PNRC, after giving effect to a 5-to-1 share consolidation for each outstanding share of NAN (Note 4). As a result, a total of 82,157,536 common shares of NAN were issued in exchange for 77,948,368 shares of PNRC. These shares were added to the current NAN shares outstanding balance of 31,748,399 for total shares outstanding of 113,905,935 upon closing of the RTO. Effective August 3, 2022, in connection with the closing of the RTO, the Company completed a share consolidation of the Company’s issued and outstanding common shares and preferred shares, in each case exchanging one (1) post-consolidation share without par value for every five (5) pre-consolidation shares issued and outstanding. b) Warrants The following summarizes common share purchase warrant activity for the year ended December 31, 2023: December 31, 2023 December 31, 2022 Weighted Weighted Average Average Number Exercise Price Number Exercise Price Outstanding ($) Outstanding ($) Outstanding, beginning of the year 1,098,786 1.96 — — Adjustment pursuant to the RTO 2,228,340 1.11 Issued 6,595,448 1.46 119,229 2.04 Exercised (100,000) 1.75 (1,236,408) 0.46 Cancelled/expired (703,135) 1.80 (12,375) 0.45 Outstanding, end of the year 6,891,099 1.50 1,098,786 1.96 At December 31, 2023, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows: Exercise Price Weighted Average remaining Warrants Outstanding Expiry Date ($) contractual life (years) 295,651 August 3, 2024 2.40 0.02 221,448 February 24, 2025 1.75 0.04 350,000 March 17, 2024 1.75 0.01 5,324,000 June 28, 2026 1.44 1.93 700,000 June 28, 2026 1.44 0.25 6,891,099 2.25 At December 31, 2022, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows: Exercise Price Weighted Average remaining Warrants Outstanding Expiry Date ($) contractual life (years) 683,905 April 16, 2023 1.75 0.18 295,652 August 3, 2024 2.40 0.43 119,229 November 25, 2023 2.04 0.10 1,098,786 0.71 c) Stock Options The Company adopted a Stock Option Plan (the “ Plan A summary of option activity under the Plan during the year ended December 31, 2023 is as follows: December 31, 2023 December 31, 2022 Weighted Weighted Average Average Number Exercise Price Number Exercise Price Outstanding ($) Outstanding ($) Outstanding, beginning of the year 10,407,044 1.10 2,995,794 1.33 Issued 3,833,277 1.75 8,827,250 1.16 Exercised (488,900) 0.49 (1,416,000) 0.46 Cancelled (263,500) 2.40 — — Outstanding, end of the year 13,487,921 1.39 10,407,044 1.10 During the year ended December 31, 2023, the Company granted an aggregate total of 3,833,277 stock options to employees, directors, officers and consultants with a term of five years. The options have an exercise price of $1.75 per share and vest annually in equal thirds beginning on the first anniversary of the date of grant. As at December 31, 2023, none of the options granted were vested. A total of $657,138 was recorded as a share-based payment expense and credit to reserve, including $115,601 from revaluation of the previous grant options due to extension of the expiry date of those options. During the year ended December 31, 2022, prior to the RTO, PNRC granted an aggregate total of 2,600,000 stock options to employees, directors, officers and consultants with a maximum term of five years. The options are exercisable at USD 2.00 per share (C$2.49/share) with 1/3 1/3 1/3 The fair value of stock options granted during the year ended December 31, 2023 and December 31, 2022 were calculated using the following assumptions: December 31, 2023 December 31, 2022 Expected dividend yield 0 % 0 % Expected forfeiture rate 0 % 0 % Expected share price volatility 87.92 % 125.83%-129.48 % Risk free interest rate 4.28-4.68 % 0.42%-2.85 % Expected life of options 3-4 years 4.16-5 years Details of options outstanding as at December 31, 2023 are as follows: Weighted average Options Options Expiry Exercise remaining contractual life Outstanding Exercisable Date Price ($) (years) 780,000 780,000 February 24, 2025 0.80 0.07 240,000 240,000 August 19, 2025 0.45 0.03 3,320,100 3,320,000 January 26, 2026 0.39 0.50 495,000 495,000 February 25, 2026 1.60 0.08 1,343,850 1,343,850 September 29, 2026 0.91 0.27 998,794 998,794 October 25, 2026 2.00 0.20 2,476,900 2,476,900 January 20, 2027 2.40 0.56 3,833,277 — August 8, 2028 1.75 1.31 13,487,921 9,654,544 3.04 Details of options outstanding as at December 31, 2022 are as follows: Weighted average Options Options Expiry Exercise remaining contractual life Outstanding Exercisable Date Price ($) ( years) 900,000 900,000 February 24, 2025 0.80 0.19 240,000 240,000 August 19, 2025 0.45 0.06 3,689,000 3,689,000 January 26, 2026 0.39 1.09 495,000 495,000 February 25, 2026 1.60 0.15 1,343,850 1,343,850 September 29, 2026 0.91 0.48 998,794 998,794 October 25, 2026 2.00 0.37 2,740,400 2,740,400 January 20, 2027 2.62 1.07 10,407,044 10,407,044 3.41 d) DSU Plan Effective December 2022, the Company approved a Deferred Share Unit Plan (“ DSU Plan During the year ended December 31, 2023, DSUs have been granted as follows: Number Market Price 1 Fair Value Outstanding ($) ($) DSUs outstanding at December 31, 2022 200,000 1.49 298,000 DSUs granted during the year 2 600,951 1.33 798,122 DSUs redeemed during the year (69,976) 1.19 (83,527) Fair value adjustment — (128,114) DSUs outstanding at December 31, 2023 730,975 1.21 884,481 1. According to the DSU plan, Market Price is the volume weighted average price on the TSXV for the last five trading days immediately preceding the grant date. 2. DSUs were granted on March 31, Jun 30, Sept 30 and December 31, 2023. The market price of $1.33 represented the weighted average price for those grants. During the year ended December 31, 2022, DSUs have been granted as following: Number Market Price Fair Value Outstanding ($) ($) DSUs outstanding at December 31, 2021 — — — DSUs granted during the year 200,000 1.49 298,000 DSUs outstanding at December 31, 2022 200,000 1.49 298,000 During the year ended December 31, 2023, the DSU compensation totaled $798,122 and was recorded as share based compensation (December 31, 2022 - $298,000). The DSUs were classified as a derivative financial liability that should be measured at fair value, with changes in value recorded in profit or loss. The fair value of the DSUs was determined by the volume weighted average price on the TSXV for the last five trading days of each reporting period. As at December 31, 2023, the Company reassessed the fair value of the DSUs at $884,481 and recorded the amount as a DSUs liability (December 31, 2022 - $298,000). |