Exhibit 99.1
UNAUDITED CONDENSED INTERIM Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2023
In accordance with International Financial Reporting Standards and stated in Canadian dollars, unless otherwise indicated.
INDEX
Notice to Reader
Unaudited Condensed Interim Consolidated Financial Statements
| ■ | Unaudited Condensed Interim Consolidated Statements of Financial Position | |
| ■ | Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss | |
| ■ | Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency) | |
| ■ | Unaudited Condensed Interim Consolidated Statements of Cash Flows | |
| ■ | Notes to the Unaudited Condensed Interim Consolidated Financial Statements |
NOTICE TO READER OF THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS For the three AND SIX MONTHS ended June 30, 2023
In accordance with National Instrument 51-102, of the Canadian Securities Administrators, Premium Nickel Resources Ltd. (the “Company” or “PNRL”) discloses that the unaudited condensed interim consolidated financial statements have not been reviewed or audited by independent auditors.
The unaudited condensed interim consolidated financial statements of the Company for the three- and six-month periods ended June 30, 2023 (“Financial Statements”) have been prepared by management. The Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the fiscal year ended December 31, 2022, which are available electronically on SEDAR+ (www.sedarplus.ca) under the name Premium Nickel Resources Ltd. The Financial Statements are stated in Canadian dollars, unless otherwise indicated, and are prepared in accordance with International Financial Reporting Standards (“IFRS”).
“signed” Keith Morrison Chief Executive Officer |
“signed” Sarah Zhu Chief Financial Officer |
| August 28, 2023 |
| 2 | PNRL / Q2 2023 |
Unaudited Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian dollars)
| Notes | As
at June 30, 2023 | As
at December 31, 2022 | ||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS | ||||||||||
| Cash | ||||||||||
| Prepaid expenses | ||||||||||
| Other receivables | 4 | |||||||||
| TOTAL CURRENT ASSETS | ||||||||||
| NON-CURRENT ASSETS | ||||||||||
| Exploration and evaluation assets | 5 | |||||||||
| Property, plant and equipment | 6 | |||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||||
| TOTAL ASSETS | ||||||||||
| LIABILITIES | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Trade payables and accrued liabilities | 7 | |||||||||
| Current portion of lease liability | 10 | |||||||||
| Promissory note | 8 | |||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||
| Vehicle financing | ||||||||||
| Provision for leave and severance | ||||||||||
| Term loan | 9 | |||||||||
| Lease liability | 10 | |||||||||
| NSR option liability | 11 | |||||||||
| Deferred share units liability | 12 | |||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Share capital – common | 12 | |||||||||
| Share capital – preferred | ||||||||||
| Reserve | ||||||||||
| Deficit | ( | ) | ( | ) | ||||||
| Foreign currency translation reserve | ( | ) | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
Nature of Operations and Going Concern (Note 1)
Subsequent Events (Note 18)
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
Approved by the Board of Directors on August 28, 2023.
“signed” Keith Morrison Chief Executive Officer and Chairman of the Board |
“signed” Jason LeBlanc Audit Committee Chair |
| 3 | PNRL / Q2 2023 |
Unaudited Condensed Interim Consolidated Statements of Comprehensive Loss
(Expressed in Canadian dollars)
| Three months ended | Six months ended | |||||||||||||||||
| Notes | June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | ||||||||||||||
| EXPENSES | ||||||||||||||||||
| Corporate and administration expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Management fees | 13 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Due diligence cost of Botswana assets | ( | ) | ||||||||||||||||
| Advisory and consultancy | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation | 6 | ( | ) | ( | ) | |||||||||||||
| General exploration expenses | ( | ) | ( | ) | ||||||||||||||
| Interest and bank charges | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Share-based payment | ( | ) | ||||||||||||||||
| Deferred share units granted | 12 | ( | ) | ( | ) | |||||||||||||
| Warrant fair value movement | ( | ) | ||||||||||||||||
| Net foreign exchange loss | ( | ) | ( | ) | ||||||||||||||
| ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||
| OTHER ITEMS | ||||||||||||||||||
| Interest expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| NET LOSS FOR THE PERIOD | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| OTHER COMPREHENSIVE LOSS | ||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Basic and diluted loss per share | ) | ) | ) | ) | ||||||||||||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| 4 | PNRL / Q2 2023 |
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
(Expressed in Canadian dollars)
| Notes | Number of Shares | Share Capital | Preferred shares | Reserve | Deficit | Foreign Currency Translation Reserve | Total Shareholders’ Equity (Deficiency) | |||||||||||||||||||||||
| BALANCE AS AT DECEMBER 31, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net Loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Share capital issued through private placement | ||||||||||||||||||||||||||||||
| Share issue costs | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share-based payment | ||||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||||||||||||||
| BALANCE AS AT JUNE 30, 2022 | (1) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| BALANCE AS AT DECEMBER 31, 2022 | 12 | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Share capital issued through private placement | ||||||||||||||||||||||||||||||
| Share issue costs | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Value allocated to warrants | ( | ) | ||||||||||||||||||||||||||||
| FV of broker warrants | ( | ) | ||||||||||||||||||||||||||||
| FV of Lender warrants | ||||||||||||||||||||||||||||||
| FV of expired warrants | ( | ) | ||||||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||||||||||||||
| BALANCE AS AT JUNE 30, 2023 | 12 | ( | ) | ( | ) | |||||||||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| (1) |
| 5 | PNRL / Q2 2023 |
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
| Period ended | Period ended | |||||||
| June 30, 2023 | June 30, 2022 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Total net loss for the period | ( | ) | ( | ) | ||||
| Items not affecting cash: | ||||||||
| Share-based payment | ||||||||
| Deferred share units granted | ||||||||
| Depreciation | ||||||||
| Provision for leave and severance | ||||||||
| Accrued interests and accretion on loans | ||||||||
| Warrant fair value movement | ||||||||
| Changes in working capital | ||||||||
| Prepaid expenses and other receivables | ( | ) | ( | ) | ||||
| Trade payables and accrued expenses | ( | ) | ||||||
| Other loan payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Acquisition of property, plant and equipment | ( | ) | ( | ) | ||||
| Additions to expenditures on exploration and evaluation assets | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of units | ||||||||
| Share issue costs | ( | ) | ( | ) | ||||
| Loan proceeds, net of fees | ||||||||
| Option financing | ||||||||
| Promissory note repayment | ( | ) | ||||||
| Vehicle loan payment | ( | ) | ||||||
| Lease payment | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Impact of currency translation for the foreign operations | ( | ) | ( | ) | ||||
| Change in cash for the period | ||||||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the period | ||||||||
The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.
| 6 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
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 (Note 3). The common shares of PNRL are now listed and posted for trading on the TSX Venture Exchange (the “TSXV”) 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 evaluation and development of mineral properties in Botswana through its wholly-owned subsidiaries.
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 owns the Selkirk Assets (as defined below). | |
| (2) | Premium Nickel Resources Proprietary Limited owns the Selebi Assets (as defined below). |
| 7 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
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 principal assets of the Company are the Selebi and Selebi North nickel-copper-cobalt (“Ni-Cu-Co”) mines (the “Selebi Mines”) in Botswana and related infrastructure (together, the “Selebi Assets”) , as well as the nickel, copper, cobalt, platinum-group elements (“Ni-Cu-Co-PGE”) Selkirk mine (the “Selkirk Mine”) in Botswana, together with associated infrastructure and four surrounding prospecting licenses (collectively, the “Selkirk Assets”).
The Company continues to monitor the global COVID-19 developments and is committed to working with health and safety as a priority and in full respect of all government and local COVID-19 protocol requirements. The Company has developed COVID-19 travel, living and working protocols and is ensuring integration of those protocols with the currently applicable protocols of the Government of Botswana and surrounding communities. The impact of COVID-19 on the Company’s operation was mainly the increase in travelling costs due to travel restriction as well as inflated material cost for drilling and development work.
Going Concern
The
Company, being in the exploration and redevelopment stage, is subject to risks and challenges similar to companies in a comparable stage
of exploration and development. These risks include the challenges of securing adequate capital for exploration, development and operational
risks inherent in the mining industry, and global economic and metal price volatility and there is no assurance management will be successful
in its endeavors. As at June 30, 2023, the Company had no source of operating cash flows, nor any credit line currently in place. The
Company incurred a net loss of $
These unaudited condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and its ability to obtain adequate financing. To date the Company has not generated profitable operations from its resource activities and will need to invest additional funds in carrying out its planned evaluation, development and operational activities. It is not possible to predict whether financing efforts will be successful or if the Company will attain a profitable level of operation. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities and the reported expenses and comprehensive loss that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
The properties in which the Company currently has an interest are in pre-revenue stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned development and cover administrative costs, the Company will use its existing working capital and raise additional amounts as needed. Although the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future. The Company will continue to assess new properties and seek to acquire interests in additional properties if there is sufficient geologic or economic potential and if adequate financial resources are available to do so.
The unaudited condensed interim consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on August 28, 2023. The discussion in the notes to the unaudited condensed interim consolidated financial statements is stated in Canadian dollars.
| 8 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of Compliance
These unaudited condensed interim consolidated financial statements were prepared in accordance with International Accounting Standards (“IAS 34”), Interim Financial Reporting, utilizing the accounting policies of the Company outlined in its December 31, 2022 audited annual consolidated financial statements. The accounting policies are in line with IFRS guidelines. These unaudited condensed interim consolidated financial statements do not include all the information and disclosures required in the audited annual consolidated financial statements and therefore should be read in conjunction with the Company’s audited annual consolidated financial statements.
(b) Basis of preparation
These unaudited condensed interim consolidated financial statements have been prepared under the historical cost convention, modified by the revaluation of any financial assets and financial liabilities where applicable. The preparation of unaudited condensed interim consolidated financial statements in conformity with IAS 34 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company’s accounting policies.
The significant accounting policies used in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those used in the preparation of the audited annual consolidated financial statements for the year ended December 31, 2022.
(c) Basis of consolidation
These unaudited condensed interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.
Effective
August 3, 2022, NAN completed the
(d) New standards and amendments effective this year
IAS 1 – In February 2021, the IASB issued “Disclosure of Accounting Policies” with amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are effective for year ends beginning on or after January 1, 2023. The impact of adopting this amendment on the Company’s consolidated financial statements was not significant.
IAS 8 – In February 2021, the IASB issued “Definition of Accounting Estimates” to help entities distinguish between accounting policies and accounting estimates. The amendments are effective for year ends beginning on or after January 1, 2023. The impact of adopting this amendment on the Company’s consolidated financial statements was not significant.
(e) Accounting standards and amendments issued but not yet effective
Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after January 1, 2023. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.
| 9 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or non-current is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2024.
3. AMALGAMATION
On April 26, 2022, PNRC and NAN entered into a definitive amalgamation agreement (the “Amalgamation Agreement”) in respect of their previously-announced RTO transaction, pursuant to which PNRC would “go-public” by way of a reverse takeover of NAN.
Transaction Particulars
Pursuant to the Amalgamation Agreement:
| (a) | NAN’s subsidiary, 1000178269 Ontario Inc. (“NAN Subco”), amalgamated with PNRC under Section 174 of the OBCA to form one corporation; |
| (b) | Holders
of PNRC shares exchanged their shares at a rate of shares of NAN for each share of
PNRC (the “Exchange Ratio”), after giving effect to a |
| (c) | the transactions resulted in an RTO of the Company in accordance with the policies of the TSXV, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. |
In connection with the RTO, NAN, among other things: (a) changed its name to “Premium Nickel Resources Ltd.”; (b) changed its stock exchange ticker symbol to “PNRL”; and (c) reconstituted the board of directors and management of the Company. The outstanding options of PNRC immediately prior to the effective time of the RTO were exchanged and adjusted pursuant to the terms of the Amalgamation Agreement such that holders thereof were entitled to acquire, following the closing of the RTO, options of the Company after giving effect to the Exchange Ratio, as applicable.
Pursuant
to the Amalgamation Agreement, the Company issued common shares of the Company (on a post-consolidation basis) in exchange
for outstanding shares of PNRC immediately prior to the effective time of the RTO. Immediately after giving effect to the
RTO Transaction, the Company was owned approximately
Prior to this exchange, NAN had shares outstanding (on a post-consolidation basis). Taking into account the composition of the board and senior management and the relative ownership percentages of NAN and PNRC shareholders in the newly combined enterprise, from an accounting perspective PNRC is considered to have acquired NAN, and hence the transaction has been recorded as a reverse takeover.
The substance of the transaction was a reverse acquisition of a public company. The transaction did not constitute a business acquisition as NAN did not meet the definition of a business under IFRS 3 as it had no inputs or processes. As a result, the transaction was accounted for as a capital transaction with NAN being identified as the accounting acquiree and the equity consideration being measured at fair value (“FV”).
The
purchase price was determined based on the number of shares that PNRC would have had to issue on the date of closing to give the owners
of NAN the same percentage equity (
| 10 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
The costs of the acquisition have been allocated as follows:
| FV of shares transferred | $ | |||
| FV of options, warrants and agent warrants | ||||
| FV of preferred shares | ||||
| Settlement of pre-existing relationship – 15% warrant and shares* | ( | ) | ||
| Total FV of consideration transferred | $ | |||
| Cash | $ | |||
| Trade and other receivables | ||||
| Property, plant and equipment | ||||
| Trade payables and accrued liabilities | ( | ) | ||
| Net assets acquired | ||||
| Loss on acquisition | ||||
| $ |
* Pre-existing relationship
Before
the closing of the RTO, NAN owned common shares of PNRC and a
Prior
to the RTO, the fair value of the
Pursuant to the RTO, an aggregate of options to purchase common shares of the Company (“Replacement Options”) were issued (on a post 5:1 consolidation basis) to the former holders of options to purchase common shares of PNRC (prior to the RTO) (“PNRC Options”) in exchange for PNRC Options. The Replacement Options issued to the former holders of PNRC Options were on the same terms and conditions as those exchanged by PNRC holders except all the previously unvested options vested immediately. Immediately prior to the completion of the RTO, PNRC had unvested options outstanding which re-evaluated at a FV of $ upon the completion of the RTO according to IFRS2.
Given
that the RTO has been accounted for as a reverse takeover of NAN by PNRC, from an accounting perspective, PNRC was deemed to have issued
options and warrants to the former security holders of NAN. Immediately prior to the closing of the RTO, NAN had options and
warrants outstanding, respectively, as well as preferred shares that could be converted to common shares of
NAN (on a post-consolidation basis). The aggregate fair value of such options, warrants and preferred shares
of NAN was $, and this amount was included as a component of the purchase price. Costs related to the transaction were $
| 11 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
| As of August 3, 2022 | Warrants | Options | ||||||
| Expected dividend yield | % | % | ||||||
| Share price of last financing | $ | $ | ||||||
| Expected share price volatility | % - | % | % - | % | ||||
| Risk free interest rate | % | % - | % | |||||
| Remaining life of warrants & options | - years | – years | ||||||
For purposes of determining the fair value of the share consideration exchanged on the RTO, the shares of PNRC were valued at USD per share, the offering price for the PNRC shares on the last PNRC equity financing prior to the RTO.
The
RTO resulted in a loss of $
4. OTHER RECEIVABLES
A summary of the other receivables as at June 30, 2023 and December 31, 2022 is detailed in the table below:
June 30, 2023 | December 31, 2022 | |||||||
| HST paid on purchases | ||||||||
| VAT paid on purchases | ||||||||
5. EXPLORATION AND EVALUATION ASSETS
| Botswana | ||||||||||||
| Selebi | Selkirk | Total | ||||||||||
| Balance, December 31, 2022 | ||||||||||||
| Site operations & administration | ||||||||||||
| Care & Maintenance | ||||||||||||
| Geology | ||||||||||||
| Drilling | ||||||||||||
| Geophysics | ||||||||||||
| Engineering | ||||||||||||
| Environmental, Social and Governance | ||||||||||||
| Metallurgy & MP | ||||||||||||
| Technical studies | ||||||||||||
| Health and safety | ||||||||||||
| Impact of foreign currency translation | ( | ) | ( | ) | ( | ) | ||||||
| Balance, June 30, 2023 | ||||||||||||
| 12 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
The following is a description of the Company’s exploration and evaluation assets and the related spending commitments:
Botswana Assets - Selebi and Selkirk
On September 28, 2021, the Company executed the Selebi Asset Purchase Agreement (the “Selebi APA”) with the BCL liquidator to acquire the Selebi Assets formerly operated by BCL. On January 31, 2022, the Company closed the transaction and ownership of the Selebi Assets transferred to the Company.
Pursuant
to the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Assets shall be the sum of $
| ● | $ |
| ● | $ |
| ● | The
third instalment of $ |
| ● | Payment
of care and maintenance funding contribution in respect of the Selebi Assets for a total of $ |
The
total acquisition cost of the Selebi Assets included the first instalment of $
In addition to the Selebi APA, the purchase of the Selebi Assets is also subject to a contingent compensation agreement as well as a royalty agreement with the liquidator.
PNRC also negotiated a separate asset purchase agreement (the “Selkirk APA”) with the liquidator of TNMC to acquire the Selkirk deposit and related infrastructure formerly operated by TNMC on January 20, 2022. The transaction closed on August 22, 2022.
In
regards to the Selkirk Assets, the Selkirk APA does not provide for a purchase price or initial payment for the purchase of the assets.
The acquisition cost of the Selkirk Mine of $
During
the six months ended June 30, 2023, the Company incurred $
| 13 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
6. PROPERTY, PLANT AND EQUIPMENT
The table below sets out costs and accumulated amortization as at June 30, 2023.
Cost | Land (ROU Assets) | Buildings (ROU Assets) | Furniture and Fixtures | Exploration Equipment | Generator | Vehicles | Computer and software | Total | ||||||||||||||||||||||||
| Balance – December 31, 2022 | ||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Impact of FX translation | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance – June 30, 2023 | ||||||||||||||||||||||||||||||||
| Accumulated Depreciation | Land (ROU Assets) | Buildings (ROU Assets) | Furniture and Fixtures | Exploration Equipment | Generator | Vehicles | Computer and software | Total | ||||||||||||||||||||||||
| Balance – December 31, 2022 | ||||||||||||||||||||||||||||||||
| Depreciation during the period | ||||||||||||||||||||||||||||||||
| Balance – June 30, 2023 | ||||||||||||||||||||||||||||||||
| Carrying Value | Land (ROU Assets) | Buildings (ROU Assets) | Furniture and Fixtures | Exploration Equipment | Generator | Vehicles | Computer and Software | Total | ||||||||||||||||||||||||
| Balance – December 31, 2022 | ||||||||||||||||||||||||||||||||
| Balance – June 30, 2023 | ||||||||||||||||||||||||||||||||
| 14 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
7. TRADE PAYABLES AND ACCRUED LIABILITIES
June 30, 2023 | December 31, 2022 | |||||||
| Amounts due to related parties (note 11) | ||||||||
| Trade payables | ||||||||
| Accrued liabilities | ||||||||
8. PROMISSORY NOTE
On
November 21, 2022, the Company announced a $
On
March 17, 2023, the Company entered into an amended and restated promissory note (the “A&R Promissory Note”) extending
the maturity of the Promissory note from
In
connection with the A&R Promissory Note, the Company accrued $
The
fair value of the liability of the Lender Warrants was estimated at $
On
June 28, 2023, the Company repaid the Promissory Note in full including accrued interest and restatement fee in aggregate amount of $
The fair value of the Lender warrants was calculated using the following assumptions:
| March 31, 2023 | ||||
| Expected dividend yield | % | |||
| Stock price | $ | |||
| Expected share price volatility | % | |||
| Risk free interest rate | % | |||
| Expected life of warrant | ||||
| 15 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
9. TERM LOAN
On
June 28, 2023, the Company closed a financing with Cymbria Corporation (“Cymbria”), EdgePoint Investment Group Inc.
and certain other entities managed by it (“EdgePoint”) for aggregate gross proceeds to PNRL of $
The
Term Loan has a principal amount of $
| ● | increase
in the interest rate payable on the Term Loan to | |
| ● | the
Company may prepay all or any portion of the principal amount outstanding with a minimum repayment amount of $ | |
| ● | ||
| ● | Mandatory prepayment shall be made when the Company has non-ordinary course asset sales or other dispositions of property; or the Company receives cash from the issuance of indebtedness for borrowed money. All of the net cash proceeds from assets sales or new loans shall be applied to repay the principal amount of the Term Loan together with all accrued and unpaid interest on the principal amount being repaid as well as the Prepayment Fee if such mandatory prepayment occurs within one year of the closing date; | |
| ● | In
the event of change of control, the |
In
connection with the Term Loan, the Company issued an aggregate of non-transferable common share purchase warrants (the “Non-Transferable
Warrants”) to Cymbria (the “Lender”). Each Non-Transferable Warrant is excisable by the Lender to purchase
one common share upon payment of the cash purchase price of $
The
Company used $
As
at June 30, 2023, The Company accrued $
The fair value of the Non-Transferable Warrants was calculated using the following assumptions:
| June 28, 2023 | ||||
| Expected dividend yield | % | |||
| Stock price | $ | |||
| Expected share price volatility | % | |||
| Risk free interest rate | % | |||
| Expected life of warrant | ||||
| 16 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
The following is a continuity of the Term Loan
| $ | ||||
| Principal amount of the Term Loan | ||||
| Fair value of the attached warrants | ( | ) | ||
| Term Loan at fair value on issuance, Jun 28, 2023 | ||||
| Transaction costs | ( | ) | ||
| Accrued interest | ||||
| Amortization of warrant FV and transaction costs | ||||
10. LEASE LIABILITY
On July 9, 2022, the Company executed a sales agreement (the “Lodge Agreement”) with Tuli Tourism Pty Ltd. (the “Seller”) for the Syringa Lodge (the “Lodge”) in Botswana.
As
per the Lodge Agreement, the aggregate purchase price payable to the Seller shall be the sum of $
In
addition to the above purchase price, the Company is required to pay to the Seller an agreed interest amount in twelve equal monthly
instalments of $
The details of lease liabilities are as follows:
June 30, 2023 | ||||
| lease liabilities as of December 31, 2022 | ||||
| Lease payments | ( | ) | ||
| Interest expense on lease liabilities | ||||
| Impact of FX translation | ( | ) | ||
| IFRS 16 lease liabilities as of end of year | ||||
| Current portion of lease liability (less than one year) | ||||
| Long-term lease liability (one to five year) | ||||
11. NSR OPTION LIABLITY
Concurrently
with the closings of the Equity Financing and the Term Loan on June 28, 2023, Cymbria paid an aggregate of $
PNRL’s
indirect wholly-owned subsidiary Premium Nickel Resources Proprietary Limited (“PNRP”) acquired the Selebi Mines in
January 2022 out of liquidation. Pursuant to the acquisition agreement, the liquidator retained a
PNRL’s
indirect wholly-owned subsidiary Premium Nickel Group Proprietary Limited (“PNGP”) acquired the Selkirk Mine in August
2022 out of liquidation. Pursuant to the acquisition agreement, the liquidator retained a
| 17 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
Each
of PNRP and PNGP has agreed to grant Cymbria, in exchange for the Option Payment, an option to participate in any such repurchase of
the applicable portion of its NSR from the relevant liquidator. Cymbria will, following the exercise of its option to participate in
any such repurchase, acquire a
Under
the NSR option purchase agreements, Cymbria could acquire a
The authorized capital of the Company comprises an unlimited number of common shares without par value and Series 1 convertible preferred shares without par value.
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
| a) | Common Shares Issued and Outstanding |
During the six months ended June 30, 2023, the Company completed the following financing transactions:
On
February 24, 2023, the Company issued common shares at a price of $ per share for gross proceeds of $ upon the
closing of a brokered private placement on February 24, 2023 (the “Offering”). Each Broker Warrant
is exercisable to acquire one common share at an exercise price of $
On
June 28, 2023, the Company issued units at a price of $ per unit to EdgePoint for aggregate gross proceeds of $
upon the closing of the Financing Transactions.
| 18 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
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 $
The fair value of the warrants was calculated using the following assumptions:
| February 24, 2023 | June 28, 2023 | |||||||
| Expected dividend yield | % | % | ||||||
| Stock price | $ | $ | ||||||
| Expected share price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected life of warrant | ||||||||
As at June 30, 2023, the Company had common shares issued and outstanding (December 31, 2022 – on a post-RTO and post-consolidation basis).
2022
In
April 2022, PNRC completed a non-brokered private placement of shares at a price of USD per share for gross proceeds of
$ (USD ). In connection with the private placement, PNRC paid to eligible finders (“Finders”):
(a) a cash commission equal to % of the gross proceeds raised from subscribers introduced to the Company by such Finders, being an aggregate
of $
On
August 3, 2022, PNRC combined with NAN in a reverse takeover transaction whereby shareholders of PNRC exchanged their shares at a rate
of shares of NAN for each share of PNRC, after giving effect to a
| b) | Warrants |
A summary of common share purchase warrant activity for the three months ended June 30, 2023 was as follows:
Number Outstanding | Weighted Average Exercise Price ($) | |||||||
| December 31, 2022 | ||||||||
| Issued | ||||||||
| Exercised | ||||||||
| Cancelled / expired | ( | ) | ||||||
| Balance as at June 30, 2023 | ||||||||
| 19 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
At June 30, 2023, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows:
Warrants Outstanding | Expiry Date | Exercise Price ($) | Weighted Average remaining contractual life (years) | |||||||||
| October 16, 20231 | ||||||||||||
| August 3, 2024 | ||||||||||||
| February 24, 2025 | ||||||||||||
| March 22, 2024 | ||||||||||||
| June 28, 2026 | ||||||||||||
| 1. | The expiry date of |
| c) | 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 five 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.
| 2023 | ||||
| Number of DSUs outstanding at December 31, 2022 | ||||
| Number of DSUs granted during the period | ||||
| Number of DSUs outstanding at June 30, 2023 | ||||
During the six months ended June 30, 2023, the DSU compensation totaled $ and was recorded as share based compensation, and a DSU liability of the same amount was recorded (December 31, 2022, - $).
| d) | 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 six months ended June 30, 2023, the Company recorded net of $ (December 31, 2022 - $) of fair value of the warrants to reserves.
| 20 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
13. RELATED PARTY TRANSACTIONS
The following amounts due to related parties are included in trade payables and accrued liabilities (note 7).
| June 30, 2023 | December 31, 2022 | |||||||
| Directors and Officers of the Company | ||||||||
These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
| (a) | Related party transactions |
As
a result of the Financing Transactions on June 28, 2023, Cymbria and certain other funds managed by EdgePoint (the “Financing
Parties”) have acquired common shares of the Company, representing approximately % of the Company’s issued
and outstanding shares. The Financing Parties also acquired on closing an aggregate of
During
the year ended December 31, 2022, ThreeD Capital Inc. subscribed for a further common shares of PNRC ( shares on a
post-RTO and post-consolidation basis), for a further investment of $
| Directors and Officers of the Company | ||||
| ThreeD Capital Inc. | ||||
| NAN | ||||
On
April 30, 2022, all amounts owing in respect of the above promissory notes were repaid in full by payment of cash in an amount of $
| 21 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
(b) Key management personnel is defined as members of the Board of Directors and senior officers.
Key management compensation was related to the following:
| June 30, 2023 | June 30, 2022 | |||||||
| Management fees | ||||||||
| Corporate and administration expenses | ||||||||
14. FINANCIAL INSTRUMENTS
The Company thoroughly examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. These risks may include interest rate risk, credit risk, liquidity risk, market risk and currency risk. The carrying value of cash and trade payables and accrued liabilities approximate their fair value due to their short-term nature. The fair value of the Promissory Note, Term Loan, vehicle financing and lease liability are equal to their carrying values as all these amounts carry a fix interest rate. The fair value of the DSUs is the closing price of the Company’s common shares at the end of each reporting period. Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs in making the measurements. The levels of the fair value hierarchy are defined as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 – Inputs for the asset or liability that are not based on observable market data.
On June 30, 2023 and December 31, 2022, the fair value of cash and DSUs is based on Level 1 measurements.
15. RISK MANAGEMENT
The Company’s exposure to market risk includes, but is not limited to, the following risks:
Interest Rate Risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not subject to significant changes in interest rates.
Foreign Currency Exchange Rate Risk
Currency risk is risk that the fair value of future cash flows will fluctuate because of changes in foreign currency exchange rates. In addition, the value of cash and other financial assets and liabilities denominated in foreign currencies can fluctuate with changes in currency exchange rates.
The Company primarily operates in Canada, Barbados and Botswana and undertakes transactions denominated in foreign currencies such as US dollar and Botswana Pula, and consequently is exposed to exchange rate risks. Exchange risks are managed by matching levels of foreign currency balances and related obligations and by maintaining operating cash accounts in non-Canadian dollar currencies.
| 22 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
Foreign currency denominated financial assets and liabilities which expose the Company to currency risk are disclosed below. The amount shown are those reported and translated into CAD at the closing rate.
| Short -term exposure | Long-term exposure | |||||||||||
| USD | BWP | BWP | ||||||||||
| June 30, 2023 | ||||||||||||
| Financial assets | ||||||||||||
| Financial liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Total exposure | ( | ) | ||||||||||
| Short -term exposure | Long-term exposure | |||||||||||
| USD | BWP | BWP | ||||||||||
| December 31, 2022 | ||||||||||||
| Financial assets | ||||||||||||
| Financial liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Total exposure | ( | ) | ||||||||||
The following table illustrates the sensitivity of net loss in relation to the Company’s financial assets and financial liabilities and the USD/CAD exchange rate and BWP/CAD exchange rate, all other things being equal. It assumes a +/- 5% change of the USD/CAD and BWP/CAD exchange rates for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively.
If the CAD strengthened against the USD and BWP by 5%, respectively (December 31, 2022 – 5 %), it would have had the following impact:
| Profit for the year | Long-term exposure profit for the year | |||||||||||||||
| USD | BWP | Total | BWP | |||||||||||||
| June 30, 2023 | ( | ) | ( | ) | ||||||||||||
| December 31, 2022 | ( | ) | ( | ) | ||||||||||||
If the CAD weakened against the USD and BWP by 5%, respectively (December 31, 2022 – 5 %), it would have had the following impact:
| Profit for the year | Long-term exposure profit for the year | |||||||||||||||
| USD | BWP | Total | BWP | |||||||||||||
| June 30, 2023 | ( | ) | ( | ) | ||||||||||||
| December 31, 2022 | ( | ) | ( | ) | ||||||||||||
The higher foreign currency exchange rate sensitivity in profit at June 30, 2023 compared with December 31, 2022 is attributable to fluctuations in foreign exchange rates, BWP and USD in relation to CAD.
| 23 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The credit risk is primarily associated with liquid financial assets. The Company limits exposure to credit risk on liquid financial assets by holding cash at highly-rated financial institutions.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages the liquidity risk inherent in these financial obligations by regularly monitoring actual cash flows to annual budget which forecast cash and expected cash availability to meet future obligations.
The Company will defer discretionary expenditures, as required, in order to manage and conserve cash required for current liabilities.
The following table shows the Company’s contractual obligations as at June 30, 2023:
Less than 1 year | 1 - 2 years | 2 - 5 years |
Total | |||||||||||||
| Trade payables and accrued liabilities | ||||||||||||||||
| Vehicle financing | ||||||||||||||||
| Term loan | ||||||||||||||||
| Lease liability | ||||||||||||||||
Capital Risk Management
The Company manages its capital to ensure that it will be able to continue as a going concern, so that adequate funds are available or are scheduled to be raised to meet its ongoing administrative and operating costs and obligations. This is achieved by the Board of Directors’ review and ultimate approval of budgets that are achievable within existing resources, and the timely matching and release of the next stage of expenditures with the resources made available from capital raises and debt funding from related or other parties. In doing so, the Company may issue new shares, restructure or issue new debt.
The Company is not subject to any externally imposed capital requirements imposed by a regulator or a lending institution.
In the management of capital, the Company includes the components of equity, loans and borrowings, and other current liabilities, net of cash.
| June 30, 2023 | December 31, 2022 | |||||||
| Shareholder’s equity | ||||||||
| Current liabilities | ||||||||
| Cash | ( | ) | ( | ) | ||||
| 24 | PNRL / Q2 2023 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2023
(Expressed in Canadian dollars)
16. SEGMENTED INFORMATION
The Company operates in one reportable operating segment being that of the acquisition, exploration and development of mineral properties in three geographic segments being Botswana, Greenland and Canada. The Company’s geographic segments are as follows:
June 30, 2023 | December 31, 2022 | |||||||
| Current assets | ||||||||
| Canada | ||||||||
| Barbados | ||||||||
| Botswana | ||||||||
| Total | ||||||||
June 30, 2023 | December 31, 2022 | |||||||
| Property, plant and equipment | ||||||||
| Canada | ||||||||
| Botswana | ||||||||
| Total | ||||||||
June 30, 2023 | December 31, 2022 | |||||||
| Exploration and evaluation assets | ||||||||
| Botswana | ||||||||
17. CONTINGENT LIABILITIES
There are no environmental liabilities associated with the Selebi Assets and the Selkirk Assets as at the acquisition dates as all liabilities prior to the acquisitions are the responsibility of the sellers, BCL and TNMC, respectively. The Company has an obligation for the rehabilitation costs arising subsequent to the acquisitions. As of June 30, 2023, management is not aware of or anticipating any contingent liabilities that could impact the financial position or performance of the Company related to its exploration and evaluation assets.
The Company’s exploration and evaluation assets are affected by the laws and environmental regulations that exist in the various jurisdictions in which the Company operates. It is not possible to estimate the future contingent liabilities and the impact on the Company’s operating results due to future changes in Company’s development of its projects or future changes in such laws and environmental regulations.
18. SUBSEQUENT EVENTS
On August 8, 2023, The Company granted certain directors, officers, employees and/or consultants of the Company and/or its subsidiaries an aggregate of stock options of the Company pursuant to the stock option plan of the Company.
On
August 16, the
The
upfront cost to the Company to acquire these additional mineral properties is USD
| 25 | PNRL / Q2 2023 |