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SHARE CAPITAL, WARRANTS AND OPTIONS

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

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 Series 1 convertible preferred shares without par value.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024

(Expressed in Canadian dollars)

a)	Common Shares Issued and Outstanding

During the six months ended June 30, 2024, 126,259 Common Shares were issued for the net exercise of 278,100 options and 36,281,409 Common Shares were issued as a result of the following financing transactions:

On June 14, 2024, the Company closed the first tranche of a non-brokered private placement offering (the “June 2024 Financing”), pursuant to which the Company issued an aggregate 19,234,614 units of the Company (the “Units”) at a price of $0.78 per Unit (the “Issue Price”) for aggregate gross proceeds of approximately $15 million. Each Unit is comprised of one Common Share and one common share purchase warrant of the Company (each, a “Warrant”).

On June 21, 2024, the Company closed the second tranche of the June 2024 Financing and issued an additional 16,021,795 Units at the Issue Price for gross proceeds of approximately $12.5 million. Together with proceeds from the first tranche, the total size of the June 2024 Financing is approximately $27.5 million.

Each Warrant entitles the holder thereof to acquire one Common Share at any time prior to 5:00 p.m. (Eastern Standard time) for a period expiring 60 months following the date of issuance (the “Expiry Date”) at a price of $1.10 per Common Share, subject to acceleration as described herein. If, at any time prior to the Expiry Date, the volume-weighted average trading price of the Common Shares on the TSXV (or such other principal exchange or market where the Common Shares are then listed or quoted for trading) is at least $2.00 per Common Share for a period of 20 trading days, the Company may, at its option, elect to accelerate the Expiry Date to a date (the “Accelerated Expiry Date”) that is not less than 30 days following the date that the Company provides written notice to the holders of the Warrants of the Accelerated Expiry Date.

The net proceeds of the June 2024 Financing will be used by the Company to advance the exploration and development of its past-producing nickel-copper-cobalt sulphide assets in Botswana and for general corporate and working capital purposes. All securities issued under the June 2024 Financing are subject to a hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the TSXV. In connection with the June 2024 Financing, SCP Resource Finance LP (“SCP”), in its capacity as financial advisor to the Company, was paid an advisory fee, which the Company has satisfied by issuing to SCP an aggregate of 1,025,000 Units at a deemed issue price equal to the Issue Price (comprised of 1,025,000 Common Shares and 1,025,000 non-transferable Warrants), and Fort Capital was paid an advisory fee of $250,000, in each case in consideration for providing certain advisory services to the Company in connection with the June 2024 Financing.

The fair value of the Warrants in connection with the June 2024 Financing was calculated using the Monte Carlo model. The fair value of the Warrant issued under the June 14, 2024 and the June 21, 2024 tranches of the June 2024 Financing were estimated at $4,806,732 and $4,359,063, respectively. Gross proceeds raised of $27,499,999 and related issuance costs of $250,000 in cash and the value of $1,087,755 for 1,025,000 Units granted to SCP using below inputs were allocated to the Common Shares and the Warrants based on relative fair values. The key inputs used in the Monte-Carlo model were as follows:

SCHEDULE OF FAIR VALUE OF WARRANTS

		June 14, 2024				June 21, 2024
Expected dividend yield			0	%			0	%
Stock price		$	0.81			$	0.84
Expected share price volatility			83.17	%			83.71	%
Risk free interest rate			3.23	%			3.30	%
Expected life of warrant			5 years				5 years

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 “February 2023 Financing”). In connection with the February 2023 Financing, 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”) as is equal to 6% of the number of Common Shares sold under the February 2023 Financing (other than on Common Shares issued to president’s list purchasers on which Broker Warrants equal to 3% were issued). Each Broker Warrant is exercisable to acquire one Common Share at an exercise price of $1.75 per Common Share until February 24, 2025. A total of 221,448 broker warrants were issued to the agents under the February 2023 Financing. The fair value of the warrants was estimated at $167,939 using the Black-Scholes Option Pricing Model. Legal fees related the February 2023 Financing of $133,164 were also recorded as a share issuance cost.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024

(Expressed in Canadian dollars)

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 2023 Financing Transactions. Each unit comprises one Common Share of PNRL and 22.5% of one whole common share purchase warrant (each a “Transferable Warrant” and together the “Transferable Warrants”). The total whole number of Transferable Warrants issuable in the Equity Financing is 3,324,000. Each Transferable Warrant may be exercised by the holder thereof to purchase one Common Share at an exercise price of $1.4375 per Common Share for a period of three years. The fair value of the Transferable Warrants was estimated at $1,898,349 using a proportionate allocation method based on the fair value of each component (Common Shares and warrants). The fair value of the warrants is calculated using the Black-Scholes Option Pricing Model while the fair value of the shares is determined by the stock price on the closing date of the Equity Financing times the total number of shares issued.

Fort Capital Partners acted as financial advisor to PNRL on the equity portion of the 2023 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 2023 Financing Transactions. Legal fees related to the 2023 Financing Transactions (Note 7) totaled $736,067, of which $240,596 was recorded as share issuance cost.

The fair value of the Transferable Warrants in connection with the February 2023 Financing and the 2023 Financing Transactions were calculated using the following assumptions:

		February 24, 2023				June 28, 2023
Expected dividend yield			0	%			0	%
Expected forfeiture rate			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 the Transferable 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 brokered private placement (the “Private Placement”) and amended Term Loan (Note 10). The Private Placement was completed in accordance with the terms of an agency agreement dated December 14, 2023 and entered into by the Company with Cormark Securities Inc. and BMO Capital Markets, as co-lead agents, and Canaccord Genuity Corp., Fort Capital Securities Ltd. and Paradigm Capital Inc. (collectively, the “Agents”). Under the Private Placement, the Company issued an aggregate of 13,133,367 Common Shares at a price of $1.20 per Common Share for aggregate gross proceeds of $15,760,040. In consideration for the services provided by the Agents under the Private Placement, the Company paid to the Agents an aggregate cash commission of $796,983, representing 6% of the gross proceeds of the offering (other than in respect of subscribers included on a president’s list formed by the Company, for which a reduced commission of 3% of the gross proceeds was paid). In connection with the Private Placement, EdgePoint exercised its participation right in respect of the Private Placement (the “Participation Right”) and subscribed for an aggregate of 1,265,800 Common Shares. EdgePoint was granted the Participation Right pursuant to the terms of a subscription agreement between the Company and EdgePoint dated June 28, 2023.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024

(Expressed in Canadian dollars)

b)	Warrants

The following summarizes common share purchase warrant activity for the six months ended June 30, 2024:

		June 30, 2024								December 31, 2023
		Number Outstanding				Weighted Average Exercise Price ($)				Number Outstanding				Weighted Average Exercise Price ($)
Outstanding, beginning of the period			6,891,099				1.50				1,098,786				1.96
Issued			36,281,409				1.10				6,595,448				1.46
Exercised			-				-				(100,000	)			(1.75	)
Expired			(350,000	)			(1.75	)			(703,135	)			(1.80	)
Outstanding, end of the period			42,822,508				1.16				6,891,099				1.50

At June 30, 2024, the Company had outstanding common share purchase warrants exercisable to acquire Common Shares as follows:

Warrants Outstanding				Expiry Date		Exercise Price ($)				Weighted Average remaining contractual life (years)
	295,651			August 3, 2024			2.40				0.00
	221,448			February 24, 2025			1.75				0.00
	5,324,000			June 28, 2026			1.44				0.25
	700,000			June 28, 2026			1.44				0.03
	20,259,614			June 14, 2029			1.10				2.35
	16,021,795			June 21, 2029			1.10				1.86
	42,822,508										4.49

c)	Stock Options

The Company has adopted a Stock Option Plan (the “Plan”) providing the authority to grant options to directors, officers, employees and consultants enabling them to acquire up to 27,100,000 Common Shares of the Company. Under the Plan, the exercise price of each option shall not be less than the discounted market price on the grant date (where the Common Shares are listed on the TSXV, discounted market price means the last closing price per Common Share on the trading day immediately preceding the day on which the Company announces the grant of the option less the maximum discount permitted under the TSXV Policies applicable to options) and as approved by the Board of directors of the Company (the “Board of Directors”). The options can be granted for a maximum term of ten years.

A summary of option activity under the Plan during the six months ended June 30, 2024 and the year ended December 31, 2023 is as follows:

SCHEDULE OF OPTION ACTIVITY

		June 30, 2024								December 31, 2023
		Number Outstanding				Weighted Average Exercise Price ($)				Number Outstanding				Weighted Average Exercise Price ($)
Outstanding, beginning of the period			13,487,921				1.39				10,407,044				1.10
Issued			-				-				3,833,277				1.75
Exercised			(278,100	)			(0.86	)			(488,900	)			(0.49	)
Cancelled			(150,000	)			(1.75	)			(263,500	)			(2.40	)
Outstanding, end of the period			13,059,821				1.39				13,487,921				1.39

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024

(Expressed in Canadian dollars)

During the year ended December 31, 2023, the Company granted an aggregate 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 Common 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. During the six months ended June 30, 2024, a total of $779,224 (Q2 2023 – Nil) was recorded as share-based payment expense and credited to additional paid-in capital.

The fair value of stock options granted during the year ended December 31, 2023 was determined using the following assumptions:

		December 31, 2023
Expected dividend yield			0	%
Expected forfeiture rate			0	%
Expected share price volatility			87.92	%
Risk free interest rate			4.28-4.68%
Expected life of options			3-4 years

Details of options outstanding as at June 30, 2024 are as follows:

Options Outstanding				Options Exercisable				Expiry Date		Exercise Price ($)				Weighted average remaining contractual life (years)
	660,000				660,000			February 24, 2025			0.80				0.03
	240,000				240,000			August 19, 2025			0.45				0.02
	3,320,100				3,320,000			January 26, 2026			0.39				0.40
	495,000				495,000			February 25, 2026			1.60				0.06
	1,185,750				1,185,750			September 29, 2026			0.91				0.20
	998,794				998,794			October 25, 2026			2.00				0.18
	2,476,900				2,476,900			January 20, 2027			2.40				0.49
	3,683,277				-			August 8, 2028			1.75				1.16
	13,059,821				9,376,444										2.54

d)	DSU Plan

Effective December 2022, the Company approved a deferred share unit Plan (the “DSU Plan”) that enables the Company upon approval by the Board of Directors to grant DSUs to eligible non-management directors. The DSU Plan and the grants thereunder were subsequently approved and ratified by shareholders of the Company on September 20, 2023. 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 volume weighted average price of the Common Shares on that date. The Company may elect, in its sole discretion, to settle the value of the DSUs redeemed in Common Shares on a one-for-one basis, provided shareholder approval has been obtained on or prior to the relevant redemption date.

During the six months ended June 30, 2024, DSUs were granted as follows:

SCHEDULE OF DSU GRANTED

		Number Outstanding				Market Price ⁽¹⁾ ($)				Fair Value ($)
DSUs outstanding at December 31, 2023			730,975				1.21				884,481
DSUs granted during the period			662,701				0.85				564,913
Fair value adjustment			-								(320,516	)

DSUs outstanding at June 30, 2024			1,393,676				0.81				1,128,878

⁽¹⁾

Under 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.

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2024

(Expressed in Canadian dollars)

During the six months ended June 30, 2024, the DSU compensation was $244,397 net of fair value adjustment and was recorded as share based compensation (Q2 2023 - $306,405).

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 June 30, 2024, the Company reassessed the fair value of the DSUs at $1,128,878 and recorded the amount as a DSUs liability (December 31, 2023 - $884,481).