SHARE CAPITAL, WARRANTS AND OPTIONS | 12. 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 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. 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 During the nine months ended September 30, 2023, the Company completed the following financing transactions: On February 24, 2023, the Company issued 4,437,184 1.75 7,765,072 Offering In connection with the Offering, the Company: (a) paid to the agents a cash commission of $473,383, equal to 6% of the gross proceeds (other than on certain president’s list purchasers on which a cash commission of 3% was paid); and (b) issued to the agents that number of non-transferable broker warrants of the Company (the “ Broker Warrants 1.75 221,448 167,939 133,164 Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 (Expressed in Canadian dollars) On June 28, 2023, the Company issued 14,772,000 1.10 16,249,200 Each unit comprises one common share of PNRL and 22.5% of one whole common share purchase warrant Transferable Warrant Transferable Warrants 3,324,000 1.4375 1,898,349 All securities issued in connection with the Financing Transactions are subject to a hold period of four months plus a day from the date of issued thereof and the resale rules of applicable securities legislation and policies of the TSX Venture Exchange. Fort Capital Partners acted as financial advisor to PNRL on the Financing Transactions and was paid cash fees of $ 812,460 5.0 561,394 240,596 The fair value of the warrants was calculated using the following assumptions: SCHEDULE OF FAIR VALUE OF WARRANTS ASSUMPTIONS February 24, June 28, 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 3 As at September 30, 2023, the Company had 135,730,527 116,521,343 2022 In April 2022, PNRC completed a non-brokered private placement of 8,936,167 2.00 22,388,599 17,731,238 Finders 6 1,535,727 6 70,548 176,398 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 82,157,536 77,948,368 31,748,399 113,905,935 Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 (Expressed in Canadian dollars) b) Warrants A summary of common share purchase warrant activity for the nine months ended September 30, 2023 was as follows: SCHEDULE OF WARRANT ACTIVITY September 30, 2023 December 31, 2022 Number Outstanding Weighted Average Exercise Price ($) Number Outstanding Weighted Average Exercise Price ($) Outstanding, beginning of the period 1,098,786 1.96 - - Issued 5,895,448 1.47 2,347,569 1.16 Exercised - - (1,236,408 ) 0.46 Cancelled/expired (159,836 ) 1.97 (12,375 ) - Outstanding, end of the period 6,834,398 1.53 1,098,786 1.96 At September 30, 2023, 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 ($) Weighted Average remaining contractual life (years) 643,299 October 16, 2023 1 1.75 0.00 295,651 August 3, 2024 2.40 0.04 221,448 February 24, 2025 1.75 0.05 350,000 March 22, 2024 1.75 0.02 5,324,000 June 28, 2026 1.4375 2.14 6,834,398 2.25 1. A total of 100,000 543,299 c) Stock Options The Company adopted a Stock Option Plan (the “ Plan Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 (Expressed in Canadian dollars) A summary of option activity under the Plan during the nine months ended September 30, 2023 is as follows: SCHEDULE OF OPTION ACTIVITY September 30, 2023 December 31, 2022 Number Outstanding Weighted Average Exercise Price ($) Number Outstanding Weighted Average Exercise Price ($) Outstanding, beginning of the period 10,407,044 1.10 2,995,794 1.33 Issued 3,833,277 1.75 8,827,250 1.16 Exercised - - (1,416,000 ) 0.46 Outstanding, end of the period 14,240,321 1.28 10,407,044 1.10 During the nine months ended September 30, 2023, the Company granted an aggregate total of 3,833,277 five years 1.75 During the nine months ended September 30, 2022, prior to the RTO, PNRC granted an aggregate total of 2,600,000 five years 2.00 2.49 20,000,000 1.054 7,731,117 The fair value of stock options granted during the nine months ended September 30, 2023 was calculated using the following assumptions: SCHEDULE OF FAIR VALUE OF STOCK OPTION ASSUMPTIONS September 30, September 30, Expected dividend yield 0 % 0 % Expected share price volatility 87.92 % 126.68 129.48 Risk free interest rate 3.83 % 2.85 % Expected life of options 5 4.16 4.47 Details of options outstanding as at September 30, 2023 are as follows: SCHEDULE OF NUMBER AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OUTSTANDING SHARE OPTIONS Options Outstanding Options Exercisable Expiry Date Exercise Price ($) Weighted average remaining contractual life (years) 900,000 900,000 February 24, 2025 0.80 0.09 240,000 240,000 August 19, 2025 0.45 0.03 3,689,000 3,689,000 January 26, 2026 0.39 0.60 495,000 495,000 February 25, 2026 1.60 0.08 1,343,850 1,343,850 September 29, 2026 0.91 0.28 998,794 998,794 October 25, 2026 2.00 0.22 2,740,400 2,740,400 January 20, 2027 2.40 0.64 3,833,277 - August 8, 2028 1.75 1.31 14,240,321 10,407,044 3.25 Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2023 (Expressed in Canadian dollars) d) DSU Plan Effective December 2022, the Company approved a Deferred Share Unit Plan (“ DSU Plan During the nine months ended September 30, 2023, DSUs have been granted as follows: SCHEDULE OF DEFERRED SHARE UNIT PLAN HAVE BEEN GRANTED Number Market Price 1 ($) Fair Value ($) DSUs outstanding at December 31, 2022 200,000 1.49 298,000 DSUs granted during the period 2 407,463 1.37 558,524 DSUs outstanding at September 30, 2023 607,463 1.41 856,524 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 and September 30, 2023. The market price of $ 1.37 During the nine months ended September 30, 2023, the DSU compensation totaled $ 558,524 298,000 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 nine months ended September 30, 2023, the Company recorded $ Nil 7,731,117 3,730,838 2,321,514 |