SHARE CAPITAL, WARRANTS AND OPTIONS | 11. 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 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, exchanging one (1) post-consolidation common share without par value for every five (5) pre-consolidation common shares issued and outstanding. All references to share capital, warrants, options and weighted average number of shares outstanding have been adjusted in these financial statements and retrospectively to reflect the Company’s RTO share exchange and 5-for-1 a) Common Shares Issued and Outstanding 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 5-to-1 SCHEDULE OF SHARE CAPITAL PNRC common share Company common share Number Amount Number Amount December 31, 2020 64,083,487 $ 1,468,174 - - Share capital issued through private placement (net of issue costs) 12,596,421 6,484,501 - - December 31, 2021 76,679,908 7,952,675 - - Share capital issued through private placement (net of issue costs) 8,936,167 20,852,872 - - Cancel PNRC shares held by NAN (7,667,707 ) - - (19,710,608 ) Shares exchanged on the RTO (77,948,368 ) (28,805,547 ) 82,157,536 28,805,547 Share capital of the Company immediately post RTO - - 31,748,399 77,431,152 Shares issued for exercised warrants 1,236,408 2,890,913 Shares issued for exercised options 1,379,000 1,727,264 Balance as at December 31, 2022 - $ - 116,521,343 $ 91,144,268 Formerly “North American Nickel Inc. Notes to the Consolidated Financial statements (Expressed in Canadian dollars) 2022 In April 2022, the Company completed a non-brokered private placement of 8,936,167 2.00 22,388,599 17,731,238 6% 1,535,727 6% 70,548 176,398 On August 3, 2022, the date of the RTO, a total of 82,157,536 77,948,368 31,748,399 113,905,935 Before the closing of the RTO, NAN owned 7,667,707 15 15 10,000,000 15 Prior to the RTO, the fair value of the 15 28,275,255 19,710,608 15 the following assumptions: expected life of 2.57 0 3.14 141.63 Post RTO, during the period from August 3 to December 31, 2022, a total of 1,236,408 0.45 1.75 569,399 2,880,376 Post RTO, during the period from August 3 to December 31, 2022, a total of 1,379,000 0.39 1.60 723,076 1,004,188 As at December 31, 2022, the Company had 116,521,343 80,820,623 2021 During the year 2021, the Company closed two non-broker private placement equity financings totalling 12,596,421 0.40 0.95 6,771,729 287,228 7,000 17,000 As at December 31, 2021, the Company had 76,679,908 b) Preferred shares issued and outstanding As at December 31, 2022 and December 31, 2021 there are 118,186 Formerly “North American Nickel Inc. Notes to the Consolidated Financial statements (Expressed in Canadian dollars) 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 NAN a non-transferable share purchase warrant (the “ Warrant 15 10,000,000 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 December 31, 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. 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. Warrant activity, after converting for the Exchange Ratio, for the year ended December 31, 2022 was as follows: SCHEDULE OF WARRANT ACTIVITY AFTER CONVERTING FOR EXCHANGE RATIO Premium Nickel Resources Ltd. Number Outstanding Weighted Average December 31, 2021 - - Adjustment pursuant to the RTO 2,228,340 1.11 Issued 119,229 2.04 Exercised (1,236,408 ) 0.46 Cancelled / expired (12,375 ) - Balance as at December 31, 2022 1,098,786 1.96 PNRC had no warrants as at December 31, 2021 except the Warrant granted to NAN that was subsequently cancelled upon the RTO. Formerly “North American Nickel Inc. Notes to the Consolidated Financial statements (Expressed in Canadian dollars) At December 31, 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 ($) Weighted Average remaining contractual life (years) 683,905 April 16, 2023 1.75 0.18 295,652 August 3, 2024 2.40 0.43 119,229 November 25, 2023 2.04 0.10 1,098,786 0.71 d) Stock options The Company adopted a Stock Option Plan (the “ Plan 20 The outstanding options of each company prior to the completion of the RTO were as follows: SCHEDULE OF NUMBER AND WEIGHTED AVERAGE EXERCISE PRICES OF SHARE OPTIONS North American Nickel Number Outstanding (post-consolidation basis) Weighted Average Exercise Price ($) 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 Premium Nickel Resources Corp. Number Outstanding Weighted Average Exercise Price ($) December 31, 2021 5,775,000 0.52 Granted 2,600,000 2.49 Balance as at August 3, 2022 prior to business combination with NAN 8,375,000 1.13 Subsequent to the RTO, the outstanding options of the Company were as follows: Premium Nickel Resources Ltd. Number Outstanding Weighted Average Exercise Price ($) 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 Options exercised (1,416,000 ) 0.46 Balance as at December 31, 2022 10,407,044 1.10 During the year ended December 31, 2022, prior to the RTO, PNRC granted an aggregate total of 2,600,000 five years 2.00 2.49 20,000,000 Formerly “North American Nickel Inc. Notes to the Consolidated Financial statements (Expressed in Canadian dollars) Upon the closing of the RTO, all PNRC options were exchanged for options of the Company at a rate of 1.054 2,512,033 The fair value of all options, including those granted during the year ended December 31, 2022 as well as the ones granted but not vested during the year ended December 2021, amounted to $ 7,731,117 1.41 The fair value of stock options granted and vested during the year ended December 31, 2022 was calculated using the following assumptions: SCHEDULE OF INPUTS TO OPTION PRICING MODEL December 31, 2022 December 31, 2021 Expected dividend yield 0 % 0 % Latest private placement price $ 0.40 2.53 $ 0.95 Expected share price volatility 125.83% 129.48 % 125.18% 127.03 % Risk free interest rate 0.42% 2.85 % 0.42% 1.11 % Expected life of options 4.16 5 5 Volatility assumptions for the valuation of options 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. Details of options outstanding as at December 31, 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) 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 1.09 597,000 597,000 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 e) DSU Plan Effective December 2022, the Company approved a Deferred Share Unit Plan (“DSU Plan”) (“DSUs”) that enables the Company upon approval by the Directors to grant DSUs to eligible non-management directors. The DSUs credited to the account of a director may only be redeemed following the date upon which the holder ceases to be a director. Depending upon the country of residence of a director, the DSUs may be redeemed at any time prior to December 15 in the calendar year following the year in which the holder ceases to be a director and may be redeemed in as many as four installments. Upon redemption, the holder is entitled to a cash payment equal to the number of units redeemed multiplied by the 5-day-VWAP of the Company’s common shares on that date. The Company may elect, in its sole discretion, to settle the value of the DSUs redeemed in the Company’s common shares on a one-for-one basis, provided shareholder approval has been obtained on or prior to the relevant redemption date. Formerly “North American Nickel Inc. Notes to the Consolidated Financial statements (Expressed in Canadian dollars) During the year ended December 31, 2022, DSUs have been granted as follows: SCHEDULE OF DEFERRED SHARE UNIT PLAN HAVE BEEN GRANTED 2022 Number of DSUs outstanding at the beginning of the fiscal year - Number of DSUs during the year 200,000 Number of DSUs outstanding at the end of the year 200,000 During the year ended December 31, 2022, the DSU compensation amounted to $ 298,000 f) 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 year ended December 31, 2022, the Company recorded $ 7,731,117 1,261,891 3,325,702 Nil |