SHARE CAPITAL, WARRANTS AND OPTIONS | 9. SHARE CAPITAL, WARRANTS AND OPTIONS The authorized capital of the Company comprises an unlimited number of common shares without par value and 100,000,000 a) Common Shares Issued and Outstanding On August 3, 2022, NAN, NAN Subco and PNRC completed the RTO transaction, whereby shareholders of PNRC exchanged their shares at a rate of 1.054 SCHEDULE OF SHARE CAPITAL Shares Outstanding Share Capital North American Nickel Inc. (post-consolidation basis) December 31, 2020 21,966,730 $ 89,626,730 Share capital issued through private placement 1,658,133 1,989,760 Share issue costs - (89,935 ) Value allocated to warrants - (495,228 ) Exercised options 100,000 112,000 Exercised options fair value - 92,478 Exercised warrants 2,516,063 1,641,674 Exercised warrants fair value - 573,502 31,748,399 28,380,297 Issued pursuant to reverse takeover in exchange for shares of PNRC (Note 4) 82,157,536 92,070,357 113,905,935 120,450,654 December 31, 2021 26,240,926 93,450,981 Share capital issued through subscription receipt financing 4,223,600 10,136,640 Share issue costs - (913,304 ) Exercised warrants 1,283,873 717,420 Exercised warrants fair value - 138,662 Balance as at August 3, 2022 prior to business combination with PNRC 31,748,399 $ 103,530,399 Notes to the Unaudited Condensed Interim Consolidated Financial statements For the Three and Nine Months Ended September 30, 2022 (Expressed in Canadian dollars) Shares Outstanding Share Capital Premium Nickel Resources Corp. December 31, 2020 64,083,487 $ 1,468,174 Share capital issued through private placement 12,596,421 6,771,729 Share issue costs (287,228 ) December 31, 2021 76,679,908 7,952,675 Share capital issued through private placement 8,936,167 22,388,599 Share issue cost - (1,960,977 ) Balance as at August 3, 2022 prior to business combination with NAN 85,616,075 * $ 28,380,297 * Before the closing of the RTO, NAN owned 7,667,707 85,616,075 Subsequent to the RTO transaction, the share capital of the Company was as follows: Shares Outstanding Share Capital Premium Nickel Resources Ltd. (formerly “North American Nickel Inc.”) Balance as at August 3, 2022 prior to business combination with PNRC 31,748,399 $ 103,530,399 Decrease in the share capital to that of PNRC upon RTO (Note 4) - (75,150,102 ) 31,748,399 28,380,297 Issued pursuant to reverse takeover in exchange for shares of PNRC (Note 4) 82,157,536 92,070,357 113,905,935 120,450,654 Exercise warrants post-RTO 1,236,408 569,399 Exercised warrants fair value 3,019,037 Exercise options post-RTO 300,000 117,000 Exercised options fair value 101,531 Balance as at September 30, 2022 115,442,343 $ 124,257,621 In April 2022, PNRC completed a non-brokered private placement of 8,936,167 2.00 17.87 22.39 On August 3, 2022, the date of the RTO, a total of 82,157,536 77,948,368 113,905,935 82,157,536 31,748,399 Following the RTO, during the period from August 3, 2022 to September 30, 2022, a total of 1,236,408 0.45 1.75 569,399 3,019,037 Following the RTO, during the period from August 3, 2022 to September 30, 2022, a total of 300,000 0.39 117,000 101,531 Notes to the Unaudited Condensed Interim Consolidated Financial statements For the Three and Nine Months Ended September 30, 2022 (Expressed in Canadian dollars) As at September 30, 2022, the Company has 115,442,343 80,820,623 b) Preferred shares issued and outstanding As at September 30, 2022 and September 30, 2021 there are 118,186 The rights and restrictions of the preferred shares are as follows: i) dividends shall be paid at the discretion of the directors; ii) the holders of the preferred shares are not entitled to vote except at meetings of the holders of the preferred shares, where they are entitled to one vote for each preferred share held; iii) the shares are convertible at any time after six months from the date of issuance, upon the holder serving the Company with 10 days written notice; and iv) the number of the common shares to be received on conversion of each preferred share is to be determined by dividing the conversion value of the share, $ 1 9.00 c) Warrants On February 26, 2021, PNRC issued to NAN a non-transferable common share purchase warrant (the “ Warrant 10 The Warrant was classified as a derivative financial liability that should be measured at fair value, with changes in value recorded in profit or loss. Prior to the RTO, on Jun 30, 2022, the Company reassessed the fair value of the warrant at $ 28,275,256 The fair value of the liability of the Warrant was estimated using the Black-Scholes Option Pricing Model with the following assumptions: SCHEDULE OF INPUTS TO OPTION PRICING MODEL 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 3.16 Volatility assumptions for the valuation of the Warrant were derived by reference to the volatility of NAN as the stock price of NAN was highly correlated to the advancement of the BCL assets acquisition following its investment in PNRC. 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 Warrant or any portion thereof to subscribe for additional PNR Shares were suspended until the later of (i) the 61st calendar date following the date on which the Amalgamation Agreement was executed, and (ii) the date on which the Amalgamation Agreement is terminated in accordance with its terms. Prior to the date that the Amalgamation became effective, the PNR Shares and the Warrant held by NAN were contributed to NAN Subco, as part of the securities contribution, resulting in such securities being cancelled by operation of the triangular amalgamation. The fair value of the Warrant was written off upon the closing of the RTO. PNRC had no other issued and outstanding warrants prior to the RTO Notes to the Unaudited Condensed Interim Consolidated Financial statements For the Three and Nine Months Ended September 30, 2022 (Expressed in Canadian dollars) The outstanding warrants of NAN prior to the completion of the RTO were as follows: SCHEDULE OF NUMBER AND WEIGHTED AVERAGE EXERCISE PRICES OF WARRANTS North American Nickel Number Outstanding (Post-consolidation basis) Weighted Average Exercise Price ($) December 31, 2021 3,216,565 0.75 Issued 295,652 2.40 Exercised (1,283,877 ) 0.56 Cancelled / expired - - Balance as at August 3, 2022 prior to business combination with PNRC 2,228,340 1.11 Subsequent to the RTO, the outstanding warrants of the Company were as follows: Premium Nickel Resources Ltd. Number Outstanding (Post-consolidation basis) Weighted Average Exercise Price ($) Balance as at August 3, 2022 prior to business combination with PNRC 2,228,340 1.11 Issued - - Exercised (1,236,408 ) 0.46 Cancelled / expired (12,375 ) - Balance as at September 30, 2022 979,557 1.94 At September 30, 2022, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows: SCHEDULE OF NUMBER AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OUTSTANDING WARRANTS Warrants Outstanding Expiry Date Exercise Price ($) Weighted Average remaining contractual life (years) 683,905 April 16, 2023 1.75 0.38 295,652 August 3, 2024 2.40 0.55 979,557 0.93 d) Stock options The Company adopted a Stock Option Plan (the “ Plan 22,600,000 10 The outstanding options of each company prior to the completion of the RTO were as follows: SCHEDULE OF NUMBER AND WEIGHTED AVERAGE EXERCISE PRICES OF SHARE OPTIONS North American Nickel Number Outstanding (post-consolidation basis) Weighted Average Exercise Price ($) December 31, 2021 3,010,919 1.35 Cancelled/expired (15,125 ) 6.00 Balance as at August 3, 2022 prior to business combination with PNRC 2,995,794 1.33 Notes to the Unaudited Condensed Interim Consolidated Financial statements For the Three and Nine Months Ended September 30, 2022 (Expressed in Canadian dollars) Premium Nickel Resources Corp. Number Outstanding Weighted Average Exercise Price ($) December 31, 2021 5,775,000 0.52 Issued 2,600,000 2.49 Balance as at August 3, 2022 prior to business combination with NAN 8,375,000 1.13 Subsequent to the RTO, the outstanding options of the Company were as follows: Premium Nickel Resources Ltd. Number Outstanding Weighted Average Exercise Price ($) Balance as at August 3, 2022 prior to business combination with PNRC 2,995,794 1.33 Issued pursuant to RTO in exchange for options of PNRC 8,827,250 1.16 Balance as at September 30, 2022 11,823,044 1.21 During the nine months ended September 30, 2022, PNRC granted an aggregate total of 2,600,000 five years 2.00 2.49 20,000,000 Upon the closing of the RTO, all options to purchase common shares of PNRC were exchanged for options to purchase common shares of the Company in accordance with the Exchange Ratio, and vested in-full immediately. The Company calculates the fair value of all stock options using the Black-Scholes Option Pricing Model. The fair value of all options, including those granted during the nine months ended September 30, 2022 as well as the ones granted but not vested during the year ended December 2021, amounted to $ 6,776,752 0.96 The fair value of stock options granted and vested during the nine months ended September 30, 2022 was calculated using the following assumptions: SCHEDULE OF INPUTS TO OPTION PRICING MODEL September 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 5 Volatility assumptions for the valuation of options were derived with reference to the volatility of the common shares of NAN, insofar as management believes that the trading price of the common shares of NAN was, prior to the RTO, highly-correlated to the advancement of the BCL assets acquisition following its investment in PNRC. Notes to the Unaudited Condensed Interim Consolidated Financial statements For the Three and Nine Months Ended September 30, 2022 (Expressed in Canadian dollars) Details of options outstanding as at September 30, 2022 are as follows: SCHEDULE OF NUMBER AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OUTSTANDING SHARE OPTIONS Options Outstanding Options Exercisable Expiry Date Exercise Price ($) Weighted average remaining contractual life (years) 1,160,000 1,160,000 February 24, 2025 0.80 0.24 240,000 240,000 August 19, 2025 0.45 0.06 4,743,000 4,743,000 January 26, 2026 0.39 1.34 597,000 597,000 February 25, 2026 1.60 0.17 1,343,850 1,343,850 September 29, 2026 0.91 0.45 998,794 998,794 October 25, 2026 2.00 0.34 2,740,400 2,740,400 January 20, 2027 2.62 1.00 11,823,044 11,823,044 3.60 e) 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 September 30, 2022, the Company recorded $ 6,776,752 1,261,891 3,120,568 Nil |