PNRLF Premium Resources Ltd (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission File Number: 000-14740

 

 

 

PREMIUM NICKEL RESOURCES LTD.

(Exact name of registrant as specified in its charter)

 

 

Ontario, Canada		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Suite 3400, One First Canadian Place, P.O. Box 130, Toronto, Ontario, Canada		M5X 1A4
(Address of principal executive offices)		(Zip Code)

 

(604) 770-4334

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of November 14, 2024, there were 185,708,588 Common Shares issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

Part I	Financial Information	3
	Cautionary Note Regarding Forward-Looking Statements	3
	Cautionary Statements to Investors on Reserves and Resources	3
	Item 1. Financial Statements	4
	Unaudited Condensed Interim Consolidated Balance Sheets	5
	Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss	6
	Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity	7
	Unaudited Condensed Interim Consolidated Statements of Cash Flows	8
	Notes to the Unaudited Condensed Interim Consolidated Financial Statements	9
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
	Item 3. Quantitative and Qualitative Disclosures About Market Risk	50
	Item 4. Controls and Procedures	50
Part II	Other Information	51
	Item 1. Legal Proceedings	51
	Item 1A. Risk Factors	51
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	51
	Item 3. Defaults Upon Senior Securities	51
	Item 4. Mine Safety Disclosures	51
	Item 5. Other Information	51
	Item 6. Exhibits	52
Exhibit Index		52
Signature		53

 

 

PART I - FINANCIAL INFORMATION

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (this “Report”) for Premium Nickel Resources Ltd. (the “Company” or “PNRL”) (as defined herein), contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. These risks and other factors include those listed under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) as filed with the Securities and Exchange Commission on June 28, 2024 and elsewhere in this Report. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology.

 

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” of the 2023 Form 10-K. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. You should read this Report and the documents that we have filed as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect.

 

Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

Unless otherwise indicated, all references to “$”,”C$” and “dollars” in this Report refer to Canadian dollars, references to “US$” in this Report refer to United States dollars and references to “BWP” in this Report refer to Botswanan Pula. On September 30, 2024, the daily exchange rate: (i) for one United States dollar expressed in Canadian dollars was US$1.00 = C$1.3499 (or C$1.00 = US$0.7408); (ii) for one Botswanan Pula expressed in Canadian dollars was BWP 1.00 = C$0.1019 (or C$1.00 = BWP 9.8135); and (iii) for one Botswanan Pula expressed in United States dollars was BWP 1.00 = US$0.0764 (or US$1.00 = BWP 13.0890). “This quarter” or “the quarter” means the third quarter (“Q3”) of 2024. “Year-to-date” or “year-to-date period” means the nine months ended September 30 (“YTD”).

 

CAUTIONARY STATEMENTS TO INVESTORS ON RESERVES AND RESOURCES

 

This Report uses the terms “mineral resources”, “indicated mineral resources” and “inferred mineral resources” as such terms are defined under Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators, which establishes standards for all public disclosure a Canadian issuer makes of scientific and technical information concerning mineral projects.

 

On October 31, 2018, the SEC adopted new mining disclosure rules (“S-K 1300”) that are more closely aligned with current industry and global regulatory practices and standards, including NI 43-101, with which we comply because we are also a “reporting issuer” under Canadian securities laws. While S-K 1300 is more closely aligned with NI 43-101 than the prior mining disclosure rules of the Securities and Exchange Commission, there are some differences. Accordingly, there is no assurance any mineral resources that the Company may report as “indicated mineral resources” and “inferred mineral resources” under NI 43-101 will be the same as the reserve or resource estimates prepared under S-K 1300. Investors should not assume that any part or all of indicated mineral resources or inferred mineral resources will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any “indicated mineral resources” or “inferred mineral resources” on the Company’s projects are or will be economically or legally mineable. Further, “inferred resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, investors are also cautioned not to assume that all or any part of the inferred resources exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

 

It should be noted that the Company filed technical reports prepared in accordance with S-K 1300 as Exhibits 96.1 and 96.2 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission on June 28, 2024.

 

 

Item 1. Financial Statements

 

 

UNAUDITED CONDENSED INTERIM Consolidated Financial Statements

 

For the three and nine months ended September 30, 2024 and 2023

 

In accordance with generally accepted accounting principles in the United States and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission and stated in Canadian dollars, unless otherwise indicated.

 

INDEX

 

Unaudited Condensed Interim Consolidated Financial Statements

 

	■	Unaudited Condensed Interim Consolidated Balance Sheets
	■	Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
	■	Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity
	■	Unaudited Condensed Interim Consolidated Statements of Cash Flows
	■	Notes to the Unaudited Condensed Interim Consolidated Financial Statements

 

 

 

Unaudited Condensed Interim Consolidated Balance Sheets

(Expressed in Canadian dollars)

 

				As at
		Notes		September 30, 2024 $				December 31, 2023 $
ASSETS
CURRENT ASSETS
Cash and cash equivalents					17,358,377				19,245,628
Prepaid expenses					1,285,587				900,310
Other receivables		3			826,490				532,835
Spare parts		18			1,202,055				212,135
TOTAL CURRENT ASSETS					20,672,509				20,890,908
NON-CURRENT ASSETS
Exploration and evaluation assets		4,10			8,855,512				8,594,798
Property, plant and equipment		5			7,764,047				8,488,499
TOTAL NON-CURRENT ASSETS					16,619,559				17,083,297
TOTAL ASSETS					37,292,068				37,974,205
LIABILITIES
CURRENT LIABILITIES
Trade payables and accrued liabilities		6			4,904,635				4,280,146
Lease liabilities		9			675,181				1,611,143
TOTAL CURRENT LIABILITIES					5,579,816				5,891,289
NON-CURRENT LIABILITIES
Vehicle financing					280,470				236,124
Provision for leave and severance					959,537				510,202
Term Loan		7			18,710,277				17,956,423
DSU liability		11			1,293,071				884,481
NSR option liability		10			2,750,000				2,750,000
TOTAL NON-CURRENT LIABILITIES					23,993,355				22,337,230
TOTAL LIABILITIES					29,573,171				28,228,519
SHAREHOLDERS’ EQUITY
Common shares (no par value, unlimited common shares authorized; 185,708,588 issued and outstanding) (December 31, 2023 – 149,300,920)					-				-
Preferred shares					31,516				31,516
Additional paid-in capital					144,789,145				116,069,973
Deficit					(135,712,148	)			(104,566,816	)
Accumulated other comprehensive loss					(1,389,616	)			(1,788,987	)
TOTAL SHAREHOLDERS’ EQUITY					7,718,897				9,745,686
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY					37,292,068				37,974,205

 

Nature of Operations and Going Concern (Note 1)

Subsequent Events (Note 19)

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

 

Approved by the Board of Directors on November 14, 2024.

 

“signed” Keith Morrison Director

“signed” Jason LeBlanc Director

 

 

 

Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss

(Expressed in Canadian dollars)

 

				Three months ended								Nine months ended
		Notes		September 30, 2024 $				September 30, 2023 $				September 30, 2024 $				September 30, 2023 $
EXPENSES
General and administrative expenses		17			2,314,273				1,936,140				6,657,082				6,250,925
Depreciation		5			354,581				151,500				1,088,483				241,260
General exploration expenses		4			7,318,600				4,330,412				18,598,362				13,252,757
Interest and bank charges					10,557				17,035				26,831				34,865
Share-based payment		11			933,619				-				1,712,843				-
DSUs granted		11			317,497				215,764				882,410				564,000
Fair value movement of DSUs		11			(153,304	)			36,355				(473,820	)			(5,476	)
Net foreign exchange loss					146,359				153,014				360,361				256,917
Operating expenses					11,242,182				6,840,220				28,852,552				20,595,248
OTHER ITEMS
Interest (income) expense					(23,945	)			126,623				(24,398	)			193,441
Interest expense and accretion on Term Loan		7			786,723				717,991				2,317,178				728,277
Interest expense on A&R Promissory Note		8			-				-				-				682,547
NET LOSS FOR THE PERIOD					12,004,960				7,684,834				31,145,332				22,199,513
OTHER COMPREHENSIVE (INCOME) LOSS
Exchange differences on translation of foreign operations					(143,911	)			183,703				(399,371	)			903,578
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD					11,861,049				7,868,537				30,745,961				23,103,091
Basic and diluted loss per share					0.06				0.06				0.19				0.18
Weighted average number of common shares outstanding – basic and diluted					185,708,588				135,730,527				163,300,132				125,150,919

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in Canadian dollars)

 

		Notes		Number of Shares					Preferred shares $				Additional paid-in capital $				Deficit $				Accumulated Other Comprehensive (Loss) Income $				Total Shareholders’ Equity $
BALANCE AS AT DECEMBER 31, 2023			-		149,300,920					31,516				116,069,973				(104,566,816	)			(1,788,987	)			9,745,686
Net loss for the period			-		-					-				-				(31,145,332	)			-				(31,145,332	)
Share capital issued through private placement		11			36,281,409					-				28,239,254				-				-				28,239,254
Share issue costs		11			-					-				(1,232,925	)			-				-				(1,232,925	)
Exercise of options, net		11			126,259					-				-				-				-				-
Share-based payment		11			-					-				1,712,843				-				-				1,712,843
Exchange differences on translation of foreign operations					-					-				-				-				399,371				399,371
BALANCE AS AT SEPTEMBER 30, 2024			-		185,708,588					31,516				144,789,145				(135,712,148	)			(1,389,616	)			7,718,897
BALANCE AS AT JUNE 30, 2024			-		185,708,588					31,516				143,874,771				(123,707,188	)			(1,533,527	)			18,665,572
Net loss for the period			-		-					-				-				(12,004,960	)			-				(12,004,960	)
Share issue costs					-					-				(19,245	)			-				-				(19,245	)
Share-based payment					-					-				933,619				-				-				933,619
Exchange differences on translation of foreign operations					-					-				-				-				143,911				143,911
BALANCE AS AT SEPTEMBER 30, 2024			-		185,708,588					31,516				144,789,145				(135,712,148	)			(1,389,616	)			7,718,897
BALANCE AS AT DECEMBER 31, 2022			-		116,521,343					31,516				77,302,736				(72,190,747	)			(1,200,516	)			3,942,989
Net loss for the period			-		-					-				-				(22,199,513	)			-				(22,199,513	)
Share capital issued through private placement		11			19,209,184					-				24,014,273				-				-				24,014,273
Share issue costs		11			-					-				(1,866,097	)			-				-				(1,866,097	)
Fair value of lender warrants		7			-					-				1,468,231				-				-				1,468,231
Exchange differences on translation of foreign operations					-					-				-				-				(903,578	)			(903,578	)
BALANCE AS AT SEPTMEBER 30, 2023			-		135,730,527					31,516				100,919,143				(94,390,260	)			(2,104,094	)			4,456,305
BALANCE AS AT JUNE 30, 2023			-		135,730,527					31,516				101,119,143				(86,705,426	)			(1,920,391	)			12,524,842
Balance			-		135,730,527					31,516				101,119,143				(86,705,426	)			(1,920,391	)			12,524,842
Net loss for the period			-		-					-				-				(7,684,834	)			-				(7,684,834	)
Share issue costs					-					-				(200,000	)			-				-				(200,000	)
Exchange differences on translation of foreign operations					-					-				-				-				(183,703	)			(183,703	)
BALANCE AS AT SEPTEMBER 30, 2023			-		135,730,527					31,516				100,919,143				(94,390,260	)			(2,104,094	)			4,456,305
Balance			-		135,730,527					31,516				100,919,143				(94,390,260	)			(2,104,094	)			4,456,305

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

Unaudited Condensed Interim Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

 

		Nine months Ended
		September 30, 2024 $				September 30, 2023 $
OPERATING ACTIVITIES
Net loss for the period			(31,145,332	)			(22,199,513	)
Interest payment on Term Loan			(1,563,324	)			(390,411	)
Interest payment on A&R Promissory Note			-				(412,329	)
Items not affecting cash:
DSUs granted			882,410				564,000
Fair value movement of DSUs			(473,820	)			(5,476	)
Depreciation			1,088,483				241,260
Provision for leave and severance			449,335				257,104
Accrued interest and accretion on loans			2,237,268				337,866
Share-based payment			1,712,843				-
Accrued interest on lease liability			107,238				233,327
Changes in non-cash working capital and non-current liability
Prepaid expenses and other receivables			(678,932	)			(1,208,558	)
Trade payables and accrued expenses			624,489				(1,499,776	)
Spare parts			(989,920	)			(212,135	)
Net cash used in operating activities			(27,749,262	)			(24,294,641	)
INVESTING ACTIVITIES
Acquisition of property, plant and equipment			(25,835	)			(2,852,916	)
Additions to expenditures on exploration and evaluation assets			-				(483,883	)
Interest received			91,703				39,622
Net cash from (used in) investing activities			65,868				(3,297,177	)
FINANCING ACTIVITIES
Proceeds from issuance of units			27,499,999				23,814,272
Share issue costs			(295,578	)			(1,818,956	)
Loan proceeds, net of fees			-				14,625,000
NSR option			-				2,750,000
A&R Promissory Note repayment			-				(7,000,000	)
Vehicle financing payment, net			44,345				375
Lease payment			(1,112,496	)			(946,427	)
Net cash provided by financing activities			26,136,270				31,424,264
Effect of exchange rate changes on cash and cash equivalents			(340,127	)			(142,141	)
Change in cash and cash equivalents for the period			(1,887,251	)			3,690,305
Cash and cash equivalents at the beginning of the period			19,245,628				5,162,991
Cash and cash equivalents at the end of the period			17,358,377				8,853,296
Supplemental cash flow information
Income taxes paid			-				-
Interest paid			1,682,379				809,238

 

The accompanying notes are an integral part of these Unaudited Condensed Interim Consolidated Financial Statements.

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

1. NATURE OF OPERATIONS AND GOING CONCERN

 

Premium Nickel Resources Ltd. (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. a wholly-owned subsidiary of North American Nickel Inc. (“NAN”), amalgamated by way of a triangular amalgamation under the Business Corporations Act (Ontario) (the “OBCA”) on August 3, 2022. The common shares of PNRL (“Common Shares”) are 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 exploration and evaluation 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 Mine (as defined below).
	(2)	Premium Nickel Resources Proprietary Limited owns the Selebi Mines (as defined below).

 

9

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

The Company’s head and registered office is located 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 in Botswana and related infrastructure (together, the “Selebi Mines”), as well as the nickel, copper, cobalt, platinum-group elements (“Ni-Cu-Co-PGE”) Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licenses (collectively, the “Selkirk Mine” and together with the Selebi Mines, the “Mines”).

 

Going Concern

 

The Company, being in the exploration 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 and advancement of the Company’s material projects, 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 September 30, 2024, the Company had no source of operating cash flows, nor any credit line currently in place. The Company incurred a net loss of $31,145,332 for the nine months ended September 30, 2024. The Company’s committed cash obligations and expected level of expenses will vary depending on its operations.

 

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 operations. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These 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.

 

2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

(a) Statement of Compliance

 

These unaudited condensed interim consolidated financial statements were prepared in accordance with US GAAP for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“SEC”) for financial information.

 

Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

 

10

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. The interim period results do not necessary indicate the results that may be expected for any other interim period or for the full fiscal year.

 

(b) Basis of preparation

 

These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis under the historical cost convention, modified by the revaluation of any financial assets and financial liabilities where applicable. The preparation of consolidated financial statements in conformity with US GAAP 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, 2023.

 

Operating segments are reported in a manner consistent with the internal reporting used for the audited annual consolidated financial statements. The Company determined that it has one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic segments, which are Canada, Barbados and Botswana (Note 15).

 

The Company’s presentation currency is Canadian (“CA”) dollars. Reference herein of $ or CAD is to CA dollars, US$ or USD is to United States dollars, and BWP is to Botswana pula.

 

(c) Basis of consolidation

 

These unaudited condensed interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries as summarized in the table below. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.

 SCHEDULE OF ITS WHOLLY-OWNED SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Name of Entity		Place of Incorporation		Percentage Ownership		Functional Currency
Premium Nickel Resources Ltd.		Ontario, Canada				CAD
NAN Exploration Inc.		Ontario, Canada		100		CAD
PNR Amalco Ltd.		Ontario, Canada		100		CAD
Premium Nickel Resources International Ltd.		Barbados		100		USD
PNR Selkirk Group (Barbados) Limited		Barbados		100		USD
PNR Selebi (Barbados) Limited		Barbados		100		USD
Premium Nickel Group Proprietary Limited		Botswana		100		BWP
Premium Nickel Resources Proprietary Limited		Botswana		100		BWP

 

(d) Use of estimates and judgment

 

The preparation of the unaudited condensed interim consolidated financial statements in accordance with US GAAP requires management to make judgements, estimates and assumptions that affect the implementation of the accounting policies and the recorded amount of assets and liabilities, income, expenses, and disclosure of contingent liabilities. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

 

11

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

Judgement

 

Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognized in these consolidated financial statements is the same as disclosed in Note 3 of the consolidated financial statements for the year ended December 31, 2023.

 

Estimates

 

Information about assumptions and estimates uncertainties as at September 30, 2024, that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities in the next financial year is the same as disclosed in Note 3 of the consolidated financial statement for the year ended December 31, 2023.

 

3. OTHER RECEIVABLES

 

A summary of the Company’s other receivables is detailed in the table below:

 

SCHEDULE OF OTHER RECEIVABLES

		September 30, 2024 $				December 31, 2023 $
HST paid on purchases			337,715				301,618
VAT paid on purchases			488,775				223,776
Other receivables			-				7,441
Other receivables, net			826,490				532,835

 

 

4. EXPLORATION AND EVALUATION ASSETS

 

SCHEDULE OF EXPLORATION AND EVALUATION ASSETS

		Botswana
		Selebi $				Selkirk $				Total $
Balance, December 31, 2022			8,251,518				327,109				8,578,627
Additions			483,883				-				483,883
Foreign currency translation			(449,878	)			(17,834	)			(467,712	)
Balance, December 31, 2023			8,285,523				309,275				8,594,798
Foreign currency translation			251,333				9,381				260,714
Balance, September 30, 2024			8,536,856				318,656				8,855,512

 

The following is a description of the Company’s exploration and evaluation assets and the related spending commitments.

 

Botswana Assets - Selebi and Selkirk

 

In September 2021, the Company executed the Selebi Asset Purchase Agreement (“the “Selebi APA”) with the BCL liquidator to acquire the Selebi Mines formerly operated by BCL. In January 2022, the Company closed the transaction and ownership of the Selebi Mines transferred to the Company.

 

Pursuant to the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines shall be the sum of $76,862,200 (USD 56,750,000), which amount shall be paid in three instalments:

 

●	$2,086,830 (USD 1,750,000) payable on the closing date, and payment of care and maintenance funding contributions in respect of the Selebi Mines from March 22, 2021 to the closing date of $6,164,688 (USD 5,178,747). These payments have been made.

 

●

$33,747,500 (USD 25,000,000) payable upon the earlier of: (a) approval by the Botswana Ministry of Mineral Resources, Green Technology and Energy Security (“MMRGTES”) of the Company’s Section 42 and Section 43 applications (for the further extension of the mining license and conversion of the mining license into an operating license, respectively), and (b) on the expiry date of the study phase, January 31, 2026, which pursuant to the Selebi APA has been extended for one year from the original expiry date of January 31, 2025. This extension follows successful completion by the Company of the work and investment milestones required by the Selebi APA.

 

●	$40,497,000 (USD 30,000,000) payable on the completion of mine construction and production start-up (commissioning) by the Company on or before January 31, 2030, but not later than four years after the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 applications.

 

12

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

The total acquisition cost of the Selebi Mines included the first instalment of $2,086,830 (USD 1,750,000) and the payment of the care and maintenance funding contribution of $6,164,688 (USD 5,178,747). As per the terms and conditions of the Selebi APA, the Company has the option to cancel the second and third payments and return the Selebi Mines to the liquidator if the Company determines that the Selebi Mines are not economical. The Company also has an option to pay in advance the second and third payments if the Company determines that the Selebi Mines are economical.

 

In addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a contingent consideration agreement as well as a royalty agreement with the liquidator.

 

The Company also negotiated a separate asset purchase agreement (the “Selkirk APA”) with the liquidator of TNMC in January 22 to acquire the Selkirk deposit and related infrastructure formerly operated by TNMC. The transaction closed in August 2022.

 

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 $327,109 (USD 244,954) was the care and maintenance funding contribution from April 1, 2021 to the closing date of the Selkirk APA. The Selkirk APA provides that if the Company elects to develop the Selkirk Mine first, the payment of the second Selebi instalment of $33,747,500 (USD 25,000,000) would be upon the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 applications (for the further extension of the Selkirk mining license and conversion of the Selkirk mining license into an operating license, respectively). For the third Selebi instalment of $40,497,000 (USD 30,000,000), if the Selkirk Mine were to be commissioned earlier than the Selebi Mines, the payment would trigger on the Selkirk Mine’s commission date.

 

In August 2023, the Company entered into a binding commitment letter with the liquidator of BCL, which is subject to customary final documentation, to acquire a 100% interest in two additional deposits (“Phikwe South” and the “Southeast Extension”) located adjacent to and immediately north of the Selebi North shaft. The impact is to increase the Selebi mining license area. While the remaining historic resources at Phikwe South and the Southeast Extension occur within the expanded Selebi mining license, the amended license intentionally does not include the historic mine workings and infrastructure at these previously-producing properties, and the Company has no liability for historic environmental issues at those sites.

 

The upfront cost to the Company to acquire these additional mineral properties is $1,349,900 (USD 1,000,000). In addition, the Company agreed to additional work commitments of $6,749,500 (USD 5,000,000) in the aggregate over the next four years. As a result of the extension of the Selebi mining license, the remaining asset purchase obligations of the Company outlined in the original Selebi APA with the liquidator will each increase by 10%, or $7,424,450 (USD 5,500,000) in total, while the trigger events remain unchanged. The existing 2% net smelter royalty (“NSR”) held by the Liquidator with respect to production from the Selebi mining license will also apply to production from these additional deposits, subject to the Company’s existing buy-back right for 50% of the NSR (Note 10). The acquisition of the Phikwe South and the Southeast Extension deposits has not yet closed as at September 30, 2024.

 

13

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

General Exploration Expenses

 

Details of the general exploration expenses by nature are presented as follows:

 

SCHEDULE OF GENERAL EXPLORATION EXPENSES

For the nine months ended September 30, 2024:

 

		Selebi $				Selkirk $				Other $				Total $
Site operations and administration			706,303				38,761				128,600				873,664
Care and maintenance			2,218,200				-				-				2,218,200
Geology			2,391,154				335,756				-				2,726,910
Drilling			5,209,401				163,232				-				5,372,633
Geophysics			868,261				31,537				-				899,798
Engineering			6,105,977				30,978				-				6,136,955
Environmental, social and governance			125,096				-				-				125,096
Metallurgy and processing			40,709				26,855				-				67,564
Technical studies			8,322				4,600				-				12,922
Health and safety			119,756				44				-				119,800
Mine re-development			19,195				25,625				-				44,820
Total			17,812,374				657,388				128,600				18,598,362

 

For the nine months ended September 30, 2023:

 

		Selebi $				Selkirk $				Other $				Total $
Site operations and administration			468,322				41,752				139,782				649,856
Care and maintenance			2,289,013				-				-				2,289,013
Geology			2,392,480				321,270				-				2,713,750
Drilling			1,301,463				6,683				-				1,308,146
Geophysics			1,460,507				17,792				-				1,478,299
Engineering			3,860,973				33,284				-				3,894,257
Environmental, social and governance			187,221				-				-				187,221
Metallurgy and processing			58,632				103,050				-				161,682
Technical studies			21,072				7,650				-				28,722
Health and safety			319,203				-				-				319,203
Water treatment project			46,102				-				-				46,102
Mine re-development			176,506				-				-				176,506
Total			12,581,494				531,481				139,782				13,252,757

 

14

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

5. PROPERTY, PLANT AND EQUIPMENT

 

The tables below set out costs and accumulated depreciation and amortization as at September 30, 2024 and December 31, 2023:

 

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT

Cost		Land and Buildings (ROU Assets(1)) $				Exploration Equipment (ROU Assets(1)) $				Exploration Equipment $				Furniture and Fixtures $				Generator $				Vehicles $				Computer and software $				Total $
Balance – December 31, 2022			3,077,420				-				11,973				126,605				31,381				241,884				1,950				3,491,213
Additions			-				1,023,615				4,190,484				65,998				8,557				187,310				585,561				6,061,525
Foreign currency translation			(167,783	)			-				-				(704	)			(1,711	)			(31,162	)			(20,104	)			(221,464	)
Balance – December 31, 2023			2,909,637				1,023,615				4,202,457				191,899				38,227				398,032				567,407				9,331,274
Balance , Cost			2,909,637				1,023,615				4,202,457				191,899				38,227				398,032				567,407				9,331,274
Additions			-				-				4,181				15,111				-				111,629				6,543				137,464
Additions, Cost			-				-				4,181				15,111				-				111,629				6,543				137,464
Foreign currency translation			88,261				-				123,337				3,609				1,160				12,074				35,916				264,357
Foreign currency translation, Cost			88,261				-				123,337				3,609				1,160				12,074				35,916				264,357
Balance – September 30, 2024			2,997,898				1,023,615				4,329,975				210,619				39,387				521,735				609,866				9,733,095
Balance , Cost			2,997,898				1,023,615				4,329,975				210,619				39,387				521,735				609,866				9,733,095

 

Accumulated Depreciation		Land and Building (ROU1 Assets)				Exploration Equipment (ROU1 Assets)				Exploration Equipment				Furniture and Fixtures				Generator				Vehicles				Computer and software				Total
Balance – December 31, 2022			51,123				-				1,447				1,872				562				39,589				1,950				96,543
Depreciation during the year			119,133				85,301				306,112				14,030				6,212				69,997				143,998				744,783
Foreign currency translation			-				-				-				3,177				1,775				(3,503	)			-				1,449
Balance – December 31, 2023			170,256				85,301				307,559				19,079				8,549				106,083				145,948				842,775
Balance Accumulated Depreciation			170,256				85,301				307,559				19,079				8,549				106,083				145,948				842,775
Depreciation during the period			81,979				155,318				635,096				10,661				5,801				80,025				119,603				1,088,483
Depreciation Accumulated Depreciation			81,979				155,318				635,096				10,661				5,801				80,025				119,603				1,088,483
Foreign currency translation			(1,776	)			953				3,811				776				364				4,739				28,923				37,790
Foreign currency translation Accumulated Depreciation			(1,776	)			953				3,811				776				364				4,739				28,923				37,790
Balance – September 30, 2024			250,459				241,572				946,466				30,516				14,714				190,847				294,474				1,969,048
Balance Accumulated Depreciation			250,459				241,572				946,466				30,516				14,714				190,847				294,474				1,969,048

 

Carrying Value		Land and Buildings (ROU1 Assets)				Exploration Equipment (ROU1 Assets)				Exploration Equipment				Furniture and Fixtures				Generator				Vehicles				Computer and Software				Total
Balance – December 31, 2023			2,739,381				938,314				3,894,898				172,820				29,678				291,949				421,459				8,488,499
Balance, Carrying Value			2,739,381				938,314				3,894,898				172,820				29,678				291,949				421,459				8,488,499
Balance – September 30, 2024			2,747,439				782,043				3,383,509				180,103				24,673				330,888				315,392				7,764,047
Balance, Carrying Value			2,747,439				782,043				3,383,509				180,103				24,673				330,888				315,392				7,764,047

 

Note:

 

(1)	Land and Buildings (ROU Assets) contains the Syringa Lodge right-of-use (“ROU”) asset and Exploration Equipment (ROU Assets) contains the drilling equipment supply agreement ROU asset (Note 9).

 

Additions to property, plant and equipment during the year ended December 31, 2023 included the acquisition of drilling equipment for $1,023,615 through a lease agreement with a drilling company (Note 9) as well as vehicles financed through a local Botswana bank.

 

15

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

6. TRADE PAYABLES AND ACCRUED LIABILITIES

 

A summary of trade payables and accrued liabilities is detailed in the table below:

SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES 

		September 30, 2024 $				December 31, 2023 $
Amounts due to related parties (Note 12)			24,667				93,795
Trade payables			3,595,882				2,383,196
Accrued liabilities			1,284,086				1,803,155
Total trade payables and accrued liabilities			4,904,635				4,280,146

 

 

7. 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 the Company of $33,999,200. The financing included three concurrent and inter-conditional transactions (collectively the “2023 Financing Transactions”) comprised of an equity offering of units for $16,249,200 (the “Equity Financing”), a three year term loan of $15,000,000 (the “Term Loan”) and option payments of $2,750,000 (the “Option Payment”) to acquire a 0.5% net smelter returns royalty on the Mines in certain circumstances upon payment of further consideration (Note 10).

 

The Term Loan has a principal amount of $15,000,000 and bears interest at a rate of 10% per annum payable quarterly in arrears. The principal amount of the Term Loan will mature and be payable on June 28, 2026. The obligations of the Company pursuant to the Term Loan are fully and unconditionally guaranteed by each of the Company’s existing and future subsidiaries. The Term Loan is secured by a pledge of all the shares of the Company’s subsidiaries as well as by way of a general security agreement at the parent level and debentures and hypothecations at the subsidiary level. The Term Loan is subject to certain covenants and provisions on events of default, repayments and mandatory prepayments, including:

 

●

increase in the interest rate payable on the Term Loan to 15% per annum upon the occurrence of an event of default;

 

●

the Company may prepay all or any portion of the principal amount outstanding with a minimum repayment amount of $500,000 and in an integral multiple of $100,000, together with all accrued and unpaid interest on the principal amount being repaid;

 

●

if prepayment occurs within one year of the closing date, a prepayment fee in an amount equal to 10% of the principal amount of the Term Loan being prepaid less interest paid or payable on or prior to the date of prepayment attributable to the portion of the Term Loan (“Prepayment Fee”); and

 

●

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.

 

16

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

In connection with the Term Loan, the Company issued an aggregate of 2,000,000, non-transferable common share purchase warrants (the “Non-Transferable Warrants”) to Cymbria. Each Non-Transferable Warrant is exercisable by Cymbria to purchase one Common Share at a cash purchase price of $1.4375 per Common Share until June 28, 2026.

 

Further, on December 14, 2023, the Company and Cymbria closed an amendment to the terms of their existing Term Loan, increasing the principal amount of the Term Loan by $5,882,353 (the “Additional Principal Amount”) from $15,000,000 to $20,882,353. The Additional Principal Amount was subject to an original issue discount of approximately 15% and was advanced by the lender to the Company as a single advance of $5,000,000. The Additional Principal Amount forms a part of the Term Loan and is on the same terms and conditions applicable to the Term Loan. As consideration for entering into the amended Term Loan, the Company issued an additional 700,000 non-transferable common share purchase warrants (the “Additional Warrants”) to the lender, with each Additional Warrant entitling the lender to acquire one Common Share at a price of $1.4375 per Common Share until June 28, 2026. The shares issued for exercise of the Additional Warrants are subject to a hold period of four months plus a day from the date of issue and the resale rules of applicable securities legislation and policies of the TSXV.

 

The Company evaluated the amendment of the Term Loan and determined that it qualified as a non-substantial modification under ASC 470. Therefore, a new effective interest rate was determined based on the carrying amount of the original debt instrument, adjusted for the fair value of the Additional Warrants resulting from the modification, and the revised cash flows.

 

The fair value of the Non-Transferable Warrants and Additional Warrants was estimated at $1,435,350 and $275,961 respectively, using the Black-Scholes Option Pricing Model. At initial closing, the accounting was based on relative fair value under ASC 470, with proceeds and transaction costs allocated between the Term Loan and the Non-Transferrable Warrants. The Non-Transferrable Warrants were allocated $1,352,054, including $83,296 in transaction costs. The Additional Warrants were accounted for as transaction costs for obtaining the Additional Principal Amount. As such, $1,352,054 and $275,961 respectively were recorded in equity.

 

The fair value of the Non-Transferable Warrants and Additional Warrants was calculated using the following assumptions:

 

SCHEDULE OF FAIR VALUE OF NON-TRANSFERABLE AND ADDITIONAL WARRANTS

		Non-Transferable Warrants				Additional Warrants
Expected dividend yield			0	%			0	%
Share price		$	1.35			$	1.14
Expected share price volatility			92.06	%			63.54	%
Risk free interest rate			4.13	%			3.73	%
Expected life of warrant			3 years				2.54 years

 

The volatility was determined by calculating the historical volatility of stock prices of the Company over the same 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.

 

The Company used $7,637,329 of the proceeds from the Term Loan to prepay all principal, interest and fees owing by the Company pursuant to the A&R Promissory Note (defined in Note 8) in favour of Pinnacle Island LP.

 

For the nine months ended September 30, 2024, the Company paid $1,563,324 of interest costs to Cymbria (September 30, 2023 – $390,411).

 

17

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

The following is a continuity of the Term Loan:

 

SCHEDULE OF CONTINUITY OF TERM LOAN

		$
Principal amount of the Term Loan			15,000,000
Fair value of the Non-Transferrable Warrants			(1,435,350	)
Term Loan at fair value on issuance, June 28, 2023			13,564,650
Transaction costs			(787,175	)
Accrued interest			390,411
Accretion of warrant value and transaction costs			631,540
Interest paid			(390,411	)
Fair value of Term Loan as of December 14, 2023			13,409,015
Additional principal amount of Term Loan on December 14, 2023			5,882,353
Term Loan issue discount			(882,353	)
Fair value of the Additional Warrants			(275,961	)
Transaction fee for modification			(219,212	)
Fair value of modified Term Loan as of December 14, 2023			17,913,842
Accrued interest			402,981
Accretion of warrant value and transaction costs			42,581
Interest paid			(402,981	)
Term Loan balance, December 31, 2023			17,956,423
Accrued interest			1,563,324
Accretion of warrant value and transaction costs			753,854
Interest paid			(1,563,324	)
Term Loan balance, September 30, 2024			18,710,277

 

Fort Capital Partners acted as financial advisor to the Company on the debt portion of the 2023 Financing Transactions and was paid cash fees of $375,000 and $147,059, equal to 2.5% of the original principal amount and the Additional Principal Amount, respectively. Legal fees related to the 2023 Financing Transactions totaled $736,067, of which $495,471 was allocated to the original Term Loan. Legal fees of $72,153 associated with the Second A&R Commitment Letter were recorded and amortized over the remaining terms of the Term Loan. As noted above, certain transaction costs in relation to the original principal amounts were allocated to the Non-Transferrable Warrants based on the relative fair value method under ASC 470.

 

8. PROMISSORY NOTE

 

On November 21, 2022, the Company announced a $7,000,000 bridge loan (the “Bridge Loan”) financing from Pinnacle Island LP (the “Lender”). The Bridge Loan financing closed on November 25, 2022 and net proceeds of $6,740,000 were received by the Company (after deducting the commitment fee of $260,000). The Bridge Loan was evidenced by the issuance of a promissory note by the Company to the Lender (the “Promissory Note”). The Promissory Note had a principal amount of $7 million and bore interest at a rate of 10% per annum, calculated monthly and initially payable on February 22, 2023, being the maturity date of the Promissory Note, with a right of the Company to extend the maturity. The Company extended the maturity of the Promissory Note to March 22, 2023.

 

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 March 22, 2023 to November 24, 2023 (the “Extension”). All other terms of the Promissory Note remained the same. In connection with the Extension and entering into of the A&R Promissory Note, the Company agreed to pay an amendment and restatement fee of $225,000 and issued 350,000 non-transferable common share purchase warrants to the Lender (the “Lender Warrants”). Each Lender Warrant is exercisable to acquire one Common Share of the Company at a price of $1.75 per Common Share for a period of one year from the date of the A&R Promissory Note. In connection with the Extension and issuance of the Lender Warrants, the 119,229 common share purchase warrants previously issued to the Lender in connection with the initial issuance of the Promissory Note were cancelled concurrently with the Extension.

 

18

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

In connection with the A&R Promissory Note, interest and accretion expense of nil and $682,547 was recorded for the three and nine months ended September 30, 2023, respectively.

 

The fair value of the liability of the Lender Warrants was estimated at $116,177 using the Black-Scholes Option Pricing Model. The fair value of the Lender Warrants and the amendment and restatement fee of $225,000 was added to the liability of the A&R Promissory Note and amortized over the remaining life of the A&R Promissory Note.

 

The fair value of the Lender warrants was calculated using the following assumptions:

 

SCHEDULE OF LENDER WARRANTS

		March 17, 2023
Expected dividend yield			0	%
Share price		$	1.40
Expected share price volatility			77.2	%
Risk free interest rate			3.49	%
Expected life of warrant			1 year

 

The volatility was determined by calculating the historical volatility of share prices of the Company over one year using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.

 

On June 28, 2023, the Company repaid the A&R Promissory Note in full, and on March 17, 2024, the Lender Warrants expired unexercised.

 

9. LEASE LIABILITIES

 

Syringa Lodge

 

In July 2022, the Company executed a sales agreement (the “Lodge Agreement”) with Tuli Tourism Pty Ltd. (the “Seller”) for the Syringa Lodge in Botswana.

 

Pursuant to the Lodge Agreement, the aggregate purchase price payable to the Seller shall be the sum of $3,213,404 (BWP 30,720,000), payable in three installments. A deposit of $482,011 (BWP 4,608,000) was paid in August 2022, and a second installment of $1,306,906 (BWP 13,056,000) was paid in July 2023. On September 12, 2024, the Company paid 50% of the final installment of $653,061 (BWP 6,528,000) with the remaining balance of $665,203 (BWP 6,528,000) due on November 30, 2024. Title of the asset transfers to the Company upon payment of the remaining balance.

 

In addition to the above purchase price, the Company is required to pay to the Seller an agreed interest amount of 6% per annum on the outstanding balance, accrued and payable monthly. The Company recognized a finance lease for this lease.

 

Drilling Equipment

 

In March 2023, the Company entered into a drilling equipment supply agreement (the “Equipment Agreement”) with Forage Fusion Drilling Ltd. (“Forage”) to purchase specific drilling equipment on a “rent to own” basis with the purchase price to be paid in monthly payments.

 

Pursuant to the Equipment Agreement, the aggregate purchase price payable to Forage is $2,942,000. A deposit of $1,700,000 was paid in March 2023. The balance was payable in twelve equal monthly instalments of $103,500. Based on the stated equipment purchase price of $2,735,000 and monthly installments, the implied interest rate for the arrangement was 35%. The final installment was paid on April 12, 2024 and the equipment is now 100% owned by the Company. The Company recognized a finance lease for this lease.

 

19

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

The following table presents lease cost and other supplemental lease information:

 

SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE

		September 30, 2024 $				September 30, 2023 $
Finance lease cost:
Amortization of right-of-use assets			237,297				126,380
Interest expense on lease liabilities			107,238				233,327
Cash paid for finance lease liabilities			1,043,200				3,602,167

 

10. NSR OPTION

 

Concurrently with the closings of the Equity Financing and the Term Loan on June 28, 2023, Cymbria paid an aggregate of $2,750,000 (“Option Payment”) to two subsidiaries of PNRL to acquire a right to participate with such subsidiaries in the exercise of certain contractual rights. The Option Payment was allocated to PNRP and PNGP (defined below) for $2,500,000 and $250,000, respectively.

 

As the NSR options are exercisable entirely at the discretion of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the option as at September 30, 2024 and December 31, 2023 is nil. The Option payment received in cash was recorded as a non-current liability.

 

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 2% net smelter returns royalty on the Selebi Mines (the “Selebi NSR”). PNRP has a contractual right to repurchase one-half of the Selebi NSR at a future time on payment by PNRP to the liquidator of $26,998,000 (USD 20,000,000).

 

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 1% net smelter returns royalty on the Selkirk Mine (the “Selkirk NSR” and together with the Selebi NSR, the “NSRs”). PNGP has a contractual right to repurchase the entirety of the Selkirk NSR at a future time on payment by PNGP to the liquidator of $2,699,800 (USD 2,000,000).

 

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 0.5% net smelter returns royalty on the applicable property by paying an amount equal to one half of the repurchase price payable by PNRP or PNGP pursuant to the applicable NSR, less the Option Payment paid at closing pursuant to the relevant option agreement among Cymbria and PNRP or PNGP, as applicable. Cymbria has the right to put its options back to PNRP and PNGP in certain circumstances in return for the reimbursement of the applicable portion of the Option Payment.

 

Under the NSR option purchase agreements, Cymbria could acquire a 0.5% net smelter returns royalty on the Selebi Mines and Selkirk Mine upon payment of $10,937,565 (USD 8,102,500) and $1,093,756 (USD 810,250), respectively.

 

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.

 

a)	Common Shares Issued and Outstanding

 

During the nine months ended September 30, 2024, 126,259 Common Shares were issued for the net exercise of 278,100 options. No Common Shares were issued from the exercise of options for the nine months ended September 30, 2023. In addition, 36,281,409 Common Shares were issued during the nine months ended September 30, 2024 as a result of the following financing transactions:

 

20

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

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 $15,002,999. 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 $12,497,000.

 

Each Warrant entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance (the “Expiry Date”) at a price of $1.10 per Common Share. If, at any time prior to the Expiry Date, the volume-weighted average trading price of the Common Shares is at least $2.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate the Expiry Date with 30 days’ notice to the Warrant holders.

 

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 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 (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 issued under the June 2024 Financing, calculated using the Monte Carlo model, was estimated at $12,533,135. 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 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	%
Share 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

 

The volatility was determined by calculating the historical volatility of stock prices of the Company over a 5-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.

 

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 and (b) issued to the agents 221,448 non-transferable broker warrants of the Company (the “Broker Warrants”). Each Broker Warrant is exercisable to acquire one Common Share at an exercise price of $1.75 per Common Share until February 24, 2025. The fair value of the Broker Warrants was estimated at $167,939 using the Black-Scholes Option Pricing Model. Legal fees related to the February 2023 Financing of $133,164 were also recorded as a share issuance cost.

 

21

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(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 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 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 share price on the closing date of the Equity Financing times the total number of shares issued.

 

Fort Capital Partners acted as financial advisor to the Company on the equity portion of the 2023 Financing Transactions and was paid cash fees of $812,460. 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:

 

SCHEDULE OF FAIR VALUE OF WARRANTS IN CONNECTION WITH FINANCING TRANSACTIONS

		February 24, 2023				June 28, 2023
Expected dividend yield			0	%			0	%
Share 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 $21,642,393, comprised of a brokered private placement (the “Private Placement”) and amended Term Loan (Note 7). The Private Placement was 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 of the services provided by the Agents under the Private Placement, the Company paid to the Agents an aggregate cash commission of $796,983. 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.

 

22

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

b)

Warrants

 

The following summarizes common share purchase warrant activity:

 

SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY

		Nine months ended September 30, 2024								Year ended December 31, 2023
		Number Outstanding				Weighted Average Exercise Price ($)				Number Outstanding				Weighted Average Exercise Price ($)
Outstanding, beginning of the year			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			(645,651	)			(2.05	)			(703,135	)			(1.80	)
Outstanding, end of the period			42,526,857				1.15				6,891,099				1.50

 

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

 SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING

Warrants Outstanding				Expiry Date		Exercise Price ($)
	221,448			February 24, 2025			1.75
	5,324,000			June 28, 2026			1.44
	700,000			June 28, 2026			1.44
	20,259,614			June 14, 2029			1.10
	16,021,795			June 21, 2029			1.10
	42,526,857

 

c)	Stock Options

 

The Company has 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 and as approved by the Board of Directors of the Company. The options can be granted for a maximum term of ten years.

 

The following summarizes the option activity under the Plan:

 

SCHEDULE OF OPTION ACTIVITY

		Nine months ended September 30, 2024								Year ended December 31, 2023
		Number Outstanding				Weighted Average Exercise Price ($)				Number Outstanding				Weighted Average Exercise Price ($)
Outstanding, beginning of the year			13,487,921				1.39				10,407,044				1.10
Issued			3,110,000				1.10				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			16,169,821				1.34				13,487,921				1.39

 

23

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

During the nine months ended September 30, 2024, the Company granted an aggregate of 3,110,000 stock options to employees, directors, officers and consultants with a term of five years. The options have an exercise price of $1.10 per Common Share and vest annually in equal thirds beginning on the date of grant.

 

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.

 

For the three and nine months ended September 30, 2024, a total of $933,619 (Q3 2023 – Nil) and $1,712,843 (YTD 2023 – Nil), respectively, was recorded as share-based payment expense and credited to additional paid-in capital.

 

The fair value of stock options granted was determined using the following assumptions:

 

SCHEDULE OF FAIR VALUE OF STOCK OPTION GRANTED

		Nine months ended September 30, 2024				Year ended December 31, 2023
Expected dividend yield			0	%			0	%
Expected forfeiture rate			0	%			0	%
Expected share price volatility			117.60	%			87.92	%
Risk free interest rate			2.91%-3.23%				4.28-4.68%
Expected life of options			2.5-3.5 years				3-4 years

 

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

 

SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING

Options Outstanding				Options Exercisable				Expiry Date		Exercise Price ($)
	660,000				660,000			February 24, 2025			0.80
	240,000				240,000			August 19, 2025			0.45
	3,320,100				3,320,000			January 26, 2026			0.39
	495,000				495,000			February 25, 2026			1.60
	1,185,750				1,185,750			September 29, 2026			0.91
	998,794				998,794			October 25, 2026			2.00
	2,476,900				2,476,900			January 20, 2027			2.40
	3,683,277				1,227,759			August 8, 2028			1.75
	3,110,000				1,036,666			August 14, 2029			1.10
	16,169,821				11,640,869

 

d)

DSU Plan

 

The Company has a deferred share unit plan (the “DSU Plan”) that enables the Company to grant DSUs to eligible non-management directors upon approval by the Board of 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^th 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.

 

24

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

The following is a continuity of the DSUs:

 

SCHEDULE OF DSU GRANTED

		Number Outstanding				Market Price (1) ($)				Fair Value ($)
DSUs outstanding at December 31, 2022			200,000				1.49				298,000
Granted			600,951				1.33				798,122
Redeemed			(69,976	)			1.19				(83,527	)
Fair value adjustment			-								(128,114	)
DSUs outstanding at December 31, 2023			730,975				1.21				884,481
Granted			1,116,269				0.79				882,410
Fair value adjustment			-								(473,820	)
DSUs outstanding at September 30, 2024			1,847,244				0.70				1,293,071

 

Note:

 

(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 or redemption date.

 

During the three and nine months ended September 30, 2024, the DSU compensation, net of fair value adjustments, was $164,193 (Q3 2023 - $252,119) and $408,590 (YTD 2023 - $558,524), respectively, and was recorded as share based compensation expense.

 

The DSUs are classified as a derivative financial liability measured at fair value, with changes in fair 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 September 30, 2024, the Company reassessed the fair value of the DSUs at $1,293,071 and recorded the amount as a DSU liability (December 31, 2023 - $884,481).

 

12. RELATED PARTY TRANSACTIONS

 

The following amounts due to related parties are included in trade payables and accrued liabilities (Note 6).

 

SCHEDULE OF RELATED PARTY TRANSACTIONS

		September 30, 2024 $				December 31, 2023 $
Directors and officers of the Company			24,667				93,795
Other liabilities, current			24,667				93,795

 

These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

 

(a)	Related party transactions

 

As a result of the 2023 Financing Transactions on June 28, 2023 and December 14, 2023, Cymbria and certain other funds managed by EdgePoint (the “Financing Parties”) acquired a total of 16,037,800 Common Shares, representing approximately 10.7% of the Company’s issued and outstanding Common Shares at the time. The Financing Parties also acquired on closing of the 2023 Financing Transactions an aggregate of 6,024,000 warrants with an expiration date of June 28, 2026 and an exercise price of $1.4375 which, if exercised, together with the Common Shares acquired at closing would result in the Financing Parties holding approximately 14.2% of the Common Shares in the aggregate (calculated on a partially-diluted basis). As a result of the 2023 Financing Transactions, the Financing Parties are related parties of the Company.

 

For the three and nine months ended September 30, 2024, the Company paid interest of $524,912 (Q3 2023 - $390,411) and $1,563,324 (YTD 2023 - $390,411), respectively, to the Financing Parties.

 

25

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

In connection with the June 2024 Financing, EdgePoint subscribed for 7,692,307 Units at $0.78 per Unit for gross proceeds of approximately $6.0 million. As of September 30, 2024, EdgePoint beneficially owns 23,833,224 Common Shares and 13,716,307 Warrants, representing approximately 12.8% of the issued and outstanding Common Shares (approximately 18.8% on a partially-diluted basis assuming the exercise of all warrants held by EdgePoint). All warrants issued to EdgePoint as part of the June 2024 Financing include customary restrictions providing that EdgePoint will not exercise such number of warrants so as to bring its undiluted share ownership percentage above 20.0% of the Company’s issued and outstanding Common Shares without obtaining the requisite shareholder and TSXV approval.

 

In connection with the June 2024 Financing, certain insiders of the Company subscribed for an aggregate of 1,389,140 Units for gross proceeds of $1,083,529.

 

(b)	Key management personnel is defined as members of the Board of Directors and senior officers.

 

Key management compensation was related to the following:

 

		Nine months ended September 30,
		2024 $				2023 $
Management fees, salaries and benefits			2,596,401				2,679,450
DSUs granted, net of fair value movements			408,590				558,524
Share-based payment			1,014,619				-
Key management compensation			4,019,610				3,237,974

 

 

13. FINANCIAL INSTRUMENTS

 

The Company 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 cash equivalents, trade payables and accrued liabilities approximate their fair value due to their short-term nature. Such fair value estimates are not necessarily indicative of the amounts the Company might pay or receive in actual market transactions. The fair value of the DSUs is measured using 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 September 30, 2024 and December 31, 2023, the fair value of cash and cash equivalents and DSUs is based on Level 1 measurements.

 

14. 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.

 

26

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

Foreign Currency Exchange Rate Risk

 

Currency risk is the 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 the United States dollar and Botswana Pula, and consequently is exposed to exchange rate risks. Exchange rate risks are managed by matching levels of foreign currency balances and related obligations and by maintaining operating cash accounts in non-Canadian dollar currencies.

 

Foreign currency denominated financial assets and liabilities which expose the Company to currency risk are disclosed below. The amounts shown are those reported and translated into CAD at the closing rate.

 SCHEDULE OF RISK MANAGEMENT

		Short-term exposure								Long-term exposure
		USD $				BWP $				BWP $
September 30, 2024
Financial assets			1,746,290				1,495,375				70,525,700
Financial liabilities			(1,637,329	)			(2,190,746	)			(1,240,006	)
Total exposure			108,961				(695,371	)			69,285,694

 

		Short-term exposure								Long-term exposure
		USD $				BWP $				BWP $
December 31, 2023
Financial assets			2,576,180				755,386				54,082,922
Financial liabilities			(501,458	)			(4,851,201	)			(3,508,714	)
Total exposure			2,074,722				(4,095,815	)			50,574,208

 

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 nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.

 

If the CAD strengthened against the USD and BWP by 5%, it would have had the following impact:

 SENSITIVITY ANALYSIS FOR EFFECT OF FOREIGN CURRENCY CHANGES

		Short-term exposure												Long-term exposure
		USD $				BWP $				Total $				BWP $
September 30, 2024			5,448				(34,769	)			(29,321	)			3,464,285
December 31, 2023			103,736				(204,791	)			(101,055	)			2,528,710

 

27

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

If the CAD weakened against the USD and BWP by 5%, respectively, it would have had the following impact:

 

		Short-term exposure												Long-term exposure
		USD $				BWP $				Total $				BWP $
September 30, 2024			(5,448	)			34,769				29,321				(3,464,285	)
December 31, 2023			(103,736	)			204,791				101,055				(2,528,710	)

 

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 Company’s credit risk is primarily associated with liquid financial assets. The Company limits exposure to credit risk on liquid financial assets by holding cash and cash equivalents 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 against its annual budget, which forecasts 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 September 30, 2024:

 SCHEDULE OF CONTRACTUAL OBLIGATIONS

		Less than 1 year $				1 - 2 years $				2 - 5 years $				Total $
Trade payables and accrued liabilities			4,904,635				-				-				4,904,635
Vehicle financing			34,232				136,929				109,309				280,470
Term Loan			2,088,235				22,448,529				-				24,536,764
Lease liabilities			675,181				-				-				675,181
			7,702,283				22,585,458				109,309				30,397,050

 

DSUs liability and provision for leave and severance are not presented in the above liquidity analysis as management considers it is not practical to allocate the amounts into maturity groupings.

 

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 attempt to issue new shares, restructure or issue new debt. Although the Company has been successful in its past equity capital raises and debt funding, there is no assurance that the Company will be able to continue successfully raising equity capital or debt funding in the same manner in the future.

 

28

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

The Company is not subject to any externally imposed capital requirements by a regulator or a lending institution.

 

In the management of capital, the Company includes the components of equity and debt (vehicle financing, lease liabilities and the Term Loan), net of cash.

 

SCHEDULE OF CAPITAL RISK MANAGEMENT

		September 30, 2024 $				December 31, 2023 $
Shareholder’s equity			7,718,897				9,745,686
Vehicle financing			280,470				236,124
Lease liabilities			675,181				1,611,143
Term Loan			18,710,277				17,956,423
Capital Gross Amount			27,384,825				29,549,376
Cash and cash equivalents			(17,358,377	)			(19,245,628	)
Capital Net of Cash			10,026,448				10,303,748

 

15. SEGMENTED INFORMATION

 

The Company operates in one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic segments, being Botswana, Barbados and Canada. The Company’s geographic segments are as follows:

 

 SCHEDULE OF INFORMATION ABOUT COMPANY'S GEOGRAPHIC SEGMENTS

		September 30, 2024 $				December 31, 2023 $
Current assets
Canada			16,175,522				15,894,177
Barbados			338,247				104,024
Botswana			4,158,740				4,892,707
Total			20,672,509				20,890,908
Current assets			20,672,509				20,890,908

 

		September 30, 2024 $				December 31, 2023 $
Property, plant and equipment
Canada			7,481				8,726
Botswana			7,756,566				8,479,773
Total			7,764,047				8,488,499
Property, plant and equipment			7,764,047				8,488,499

 

		September 30, 2024 $				December 31, 2023 $
Exploration and evaluation assets
Botswana			8,855,512				8,594,798
Exploration and evaluation assets			8,855,512				8,594,798

 

29

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

16. CONTINGENT LIABILITIES

 

There are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred 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 September 30, 2024, 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 the Company’s exploration and development of its projects or future changes in such laws and environmental regulations.

 

17. GENERAL AND ADMINISTRATIVE EXPENSES

 

Details of the general and administrative expenses are presented in the following table:

 

 GENERAL AND ADMINISTRATIVE EXPENSES

		Three months ended								Nine months ended
		September 30, 2024 $				September 30, 2023 $				September 30, 2024 $				September 30, 2023 $
Advisory and consultancy			74,005				119,072				251,991				705,956
Filing fees			189,783				25,378				460,485				256,929
General office expenses			508,035				413,145				1,232,215				969,768
Insurance			157,781				170,778				486,456				551,791
Investor relations			185,027				137,392				472,244				422,754
Management fee			670,389				865,446				2,239,889				2,496,109
Professional fees			347,303				21,539				962,827				664,228
Salaries and benefits			181,950				183,390				550,975				183,390
Total			2,314,273				1,936,140				6,657,082				6,250,925

 

For the nine months ended September 30, 2024, $2,708,304 of the general and administrative expenses relate to management fees, office costs, insurance fees, consulting fees, and various other overhead expenses at the Mines (YTD 2023 - $2,694,115).

 

18. SPARE PARTS

 

Details of the movements in relation to spare parts are presented in the following table:

 

SCHEDULE OF THE MOVEMENTS IN RELATION TO SPARE PARTS

		Spare Parts $
As at December 31, 2022			-
Additions			212,135
Utilization			-
As at December 31, 2023			212,135
Additions			1,110,663
Utilization			(120,342	)
Foreign currency translation			(401	)
As at September 30, 2024			1,202,055

 

30

 

 

 

Notes to the Unaudited Condensed Interim Consolidated Financial Statements

For the three and nine months ended September 30, 2024 and 2023

(Expressed in Canadian dollars)

 

Spare parts relate to spares for drilling equipment and underground equipment located at the Mines which are critical for the continued operations of the drilling programs in the event that certain components become worn or inoperable. Spare parts are held in reserve at the mine site and consumed when placed into service.

 

19. SUBSEQUENT EVENTS

 

On October 17, 2024, the Company announced that it had granted 1,200,000 options to Altitude Capital Partners Inc. (“Altitude”) in consideration of Altitude’s services. The options will have an exercise price of $1.25 per Common Share for a period of five years from the date of grant and vest in equal monthly tranches of 100,000 options, commencing October 15, 2024 until the earlier of September 15, 2025 and the date the engagement is terminated.

 

On October 29, 2024, the Company’s restricted share unit plan (the “RSU Plan”) was approved by shareholders at its annual general and special shareholders’ meeting (the “AGSM”). The RSU Plan enables the Company to grant restricted share units (“RSUs”) to eligible participants upon approval by the Board of Directors.

 

The maximum number of Common Shares that are issuable under the RSU Plan is 5,000,000 Common Shares, provided that the number of Common Shares issuable under the RSU Plan and all other security-based compensation arrangements of the Company and its subsidiaries shall not, in the aggregate, exceed 20% of the number of Common Shares then issued and outstanding. The number and terms of RSUs awarded will be determined by the Board of Directors from time to time.

 

At the AGSM, shareholders also ratified and approved the prior grant of 1,000,000 RSUs, which were granted based on a market price of $0.76, on August 22, 2024 to certain eligible participants under the RSU Plan. For US GAAP purposes, the grant date is October 29, 2024, being the date that the RSU Plan was approved by shareholders, with the fair value of the RSUs on October 29, 2024 being approximately $600,000 based on a market price of $0.60. The RSU grants are fixed, not subject to vesting conditions other than service, and vest on a three year schedule from the anniversary of the date of grant, with one-third of the RSU grant vesting on each of the first, second and third anniversaries of the date of grant.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following management’s discussion and analysis (this “MD&A”) of our financial condition and results of operation should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and accompanying notes thereto for the quarters ended September 30, 2024 and 2023 (the “Quarterly Financial Statements”) appearing elsewhere in this Report. This discussion and analysis below includes forward-looking statements that are subject to risks, uncertainties and other factors described in the “Risk Factors” section set forth in the 2023 Form 10-K that could cause actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Cautionary Note Regarding Forward-Looking Statements” section of this Report.

 

This MD&A is intended to assist the reader to assess material changes in the financial condition of the Company during the quarter ended September 30, 2024, and the results of operations of the Company for the three-month and nine-month periods ended September 30, 2024 and September 30, 2023. The Quarterly Financial Statements and the financial information contained in this MD&A were prepared in accordance with US GAAP and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.

 

In this MD&A, unless the context otherwise requires, references to the Company or PNRL refer to Premium Nickel Resources Ltd. and its consolidated subsidiaries. All monetary amounts in the discussion are expressed in Canadian dollars unless otherwise indicated.

 

This MD&A contains forward-looking information within the meaning of applicable securities laws. All forward-looking information, including information not specifically identified herein, is made subject to cautionary language in this MD&A. Readers are cautioned to refer to the disclosure in this Report under the heading “Cautionary Note Regarding Forward-Looking Statements” when reading any forward-looking information.

 

Company Overview

 

PNRL is a mineral exploration and evaluation company focused on the discovery and advancement of high-quality nickel-copper-cobalt-platinum group metals (“Ni-Cu-Co-PGM”) resources. The principal assets of the Company are the Selebi and Selebi North nickel-copper-cobalt (“Ni-Cu-Co”) mines in Botswana and related infrastructure (together, the “Selebi Mines”), as well as the nickel, copper, cobalt, platinum-group elements (“Ni-Cu-Co-PGE”) Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licenses (collectively, the “Selkirk Mine” and together with the Selebi Mines, the “Mines”). PNRL is committed to governance through transparency, accountability, and open communication within PNRL’s team and stakeholders.

 

The Company’s principal business activity is the exploration and evaluation of the Mines.

 

The Mines are permitted with 10-year mining licences and benefit from significant local infrastructure. The Company’s flagship Selebi Mines includes two operational shafts, the Selebi and Selebi North shafts, and related infrastructure such as rail, power and roads.

 

PNRL is headquartered in Toronto, Ontario, Canada and is publicly traded on the TSX Venture Exchange under the symbol “PNRL”.

 

 

Summary of Activities

 

In 2023, PNRL commenced its Phase 2 drill program undertaking a combination of resource and continued exploration drilling at the Selebi Mines to demonstrate the size potential of the Selebi Mines mineral system, with the aim of establishing an initial mineral resource estimate (“MRE”) on the Selebi Mines (the “Initial MRE”) that will serve as the basis for future engineering studies. The resource drilling at the Selebi Mines commenced underground from the Selebi North infrastructure in August 2023 and is currently ongoing with three drills turning. Assay results for completed holes are released as they are received and confirmed by the Company.

 

On September 20, 2024, the Company filed the Initial MRE for its Selebi Mines in accordance with Canadian standards. The Initial MRE reflects a significant expansion of the 2016 historic estimate.

 

During the third quarter and up to November 10, 2024, the Company has drilled approximately 17,167 metres in 36 holes at Selebi North. Assays for a total of 30,915 metres across 71 completed holes, with 3 more in progress, have not been accounted for in the Initial MRE. These assay results will continue to be released as they are received and confirmed by the Company.

 

The Company plans to continue its work at the Selkirk Mine and its surrounding prospecting licences, which is the Company’s second asset in Botswana, located approximately 75 kilometres north of the Selebi Mines. The focus of this work will be to understand the legacy work done by previous owners, which had advanced the Selkirk Mine to a bankable feasibility study for re-development as an open pit mine.

 

The Company’s Q3 2024 activities included a re-sampling program of historical drill core to support a MRE in respect of the Selkirk Mine, anticipated to be delivered in Q4 2024. In 2023, the Company completed test work to evaluate an alternative ore processing and tailings management strategy to those used in previous economic studies, the results of which are set forth in the Selkirk Technical Report (as defined herein).

 

For more information relating to the contemplated activities and milestones for the Mines, please see “Exploration and Evaluation Activities” below.

 

Highlights and Key Developments to date in 2024:

 

	●	On January 1, 2024, James Gowans was appointed as the Chair of the Board of Directors.
	●	The Company continued its Phase 2 Selebi North drilling program, which commenced August 9, 2023. In aggregate to November 10, 2024, the Company has drilled a total of 60,899 metres in 156 drill holes.
	●	Since January 1, 2024, the Company has reported assay results from the Selebi Mines from a total of 80 drill holes within and immediately outside of the existing wireframe of the Initial MRE, pursuant to news releases issued from January 18 to November 13, 2024, the full text of which are available on the Company’s website (https://premiumnickel.com/). The Company’s website is not incorporated in this Report.
	●	On June 14 and June 21, 2024, the Company closed two tranches of a non-brokered private placement offering of units of the Company (the “Units”), pursuant to which the Company issued a total of 35,256,409 Units at a price of $0.78 per Unit for gross proceeds of approximately $27.5 million (the “June 2024 Financing”). For a more detailed summary of the June 2024 Financing, see “Liquidity — Financings”.
	●	On June 24, 2024, Norman MacDonald was appointed to the Board of Directors.
	●	On September 19, 2024, the Company announced the appointment of Paul Martin to the Board of Directors of the Company to fill a vacancy resulting from John Hick’s retirement from the Board.
	●	On September 20, 2024, the Company filed the Initial MRE for the Selebi Mines, prepared in accordance with Canadian requirements. For details of the Initial MRE, See “Selebi Mines, Botswana”.

 

 

●

On October 24, 2024, the Company announced deposit expansion and high-grade assay results for a further three holes, and assays pending for one hole, all drilled outside of the Initial MRE wireframe at its Selebi Mines. Assay highlights include:

 

SNUG-24-096-W1: South Limb - deepest intersection drilled to date and located 100 meters down plunge of SNUG-24-089 and outside the resource defined in the Initial MRE:

 

	○	12.90 metres of 4.12% CuEq or 2.00% NiEq; and
	○	24.50 metres of 2.17% CuEq or 1.05%.

 

SNUG-24-102 extension: N2 outside the resource defined in the Initial MRE:

 

○

17.00 metres of 2.02% CuEq or 0.98% NiEq, including 8.10 metres of 2.42% CuEq or 1.17% NiEq.

 

SNUG-24-114: South Limb infill drilling and N2 outside the resource defined in the Initial MRE:

 

○

21.30 metres of 4.14% CuEq or 2.01% NiEq, including 13.80 metres of 4.40% CuEq or 2.14% NiEq.

 

SNUG-24-144: Intersected N2 mineralization outside the resource defined in the Initial MRE. Assay results are pending.

 

●

On October 28, 2024, the Company announced strong assay results from the re-sampling of historic drill core and an update on the pending mineral resource estimate for the Selkirk Mine. The Company assayed samples from a total of seventeen historic drill holes extracted by the former operator, Tati Nickel Mining Company (“TNMC”), to obtain additional platinum group elements analyses required for the mineral resource estimate on the Selkirk Mine. For further information, see “Selkirk Mine, Botswana”.

 

●

On November 11, 2024, the Company announced the extension of the Study Phase (as defined under Section 43 of the Botswana Mining Act) for the Selebi Mines project pursuant to the terms of the Selebi asset purchase agreement (the “Selebi APA”) with the BCL liquidator. This extension follows successful completion by the Company of the work and investment milestones required by the Selebi APA. It provides the Company with an additional one year, to February 1, 2026, to complete an economic study and make the next milestone payment, in the amount of US$25 million, under the Selebi APA.

 

Exploration and Evaluation Activities

 

The following table outlines for the balance of 2024 key milestones, estimated timing and costs related to each of the Company’s material projects, the Selebi Mines and the Selkirk Mine, based on the Company’s reasonable expectations, intended courses of action and current assumptions and judgement, with information based as of September 30, 2024.

 

Key Milestones for Project		Expected Timing of Completion		Anticipated Remaining Costs(1)
Selebi Mines(2)
Ongoing drilling and assays		Ongoing, costs to December 2024		$	2,000,000
Operating costs, and care & maintenance		Ongoing costs to December 2024		$	4,000,000
Engineering and development		Ongoing costs to December 2024		$	2,000,000
Selkirk Mine(3)
Mineral resource estimate for Selkirk Mine		Ongoing costs to December 2024		$	150,000

 

Notes:

 

	(1)	As at September 30, 2024.
	(2)	The key milestones are to complete the resource characterization drilling program at Selebi North and to complete the underground development required to support underground exploration drilling at the Selebi Main deposit, and focus on advancing key activities that will support an economic study. Please refer to the Selebi Technical Report, including the recommendations provided therein, for more details.
	(3)	Expenditures contemplated for the Selkirk Mine are minimal and contingent on additional financing. The contemplated geology and geophysics work represented in this table is a portion of the geology and geophysics work program outlined in the Selkirk Technical Report (as defined below) which is required to advance the project towards a mineral resource estimate and evaluate high priority targets on the prospecting licences. The costs for the mineral resource estimate are data verification costs that include a resampling program.

 

 

Readers are cautioned that the above represents the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those described above. See “Cautionary Note Regarding Forward Looking Statements”.

 

Mineral Properties

 

The information relating to the Selebi Mines is derived from, and in some instances is an extract from, the technical report entitled “NI 43-101 Technical Report, Selebi Mines, Central District, Republic of Botswana” dated September 30, 2024 (with an effective date of June 30, 2024), which was prepared for the Company by SLR Consulting (Canada) Ltd. (“SLR”) (the “Selebi Technical Report”), and in accordance with Canadian standards.

 

The information relating to the Selkirk Mine is derived from, and in some instances is an extract from, the technical report summary entitled “Technical Report Summary on the Selkirk Nickel Project, North East District, Republic of Botswana” dated June 27, 2024 (with an effective date of May 31, 2024) prepared for the Company by SLR (the “Selkirk Technical Report”), prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.

 

Selebi Mines, Botswana

 

The Selebi Mines are located in Botswana approximately 150 km southeast of the city of Francistown, and 410 km northeast of the national capital Gaborone. The Selebi Mines are readily accessed via paved and gravel roads from the town of Selebi-Phikwe, located just north of the mining licence. With a population of approximately 52,000, the town is accessed via a well-maintained paved road that branches due east from the major A1 highway at the town of Serule, 57 km from the Selebi Mines.

 

The Selebi Mines infrastructure includes two mines that are currently on care and maintenance, Selebi (#2 Shaft) and Selebi North (#4 Shaft), and associated surface infrastructure.

 

The Selebi Mines consists of a single mining licence covering an area of 11,504 hectares. The mining licence is centred approximately at 22°03’00”S and 27°47’00”E.

 

Mining licence 2022/1L was granted to Premium Nickel Resources Proprietary Limited, a wholly-owned subsidiary of PNRL in Botswana, on January 31, 2022 over the Selebi Mines deposits discovered under mining licence 4/72. The original licence which had been granted to BCL Limited (“BCL”) on March 7, 1972, covered both Selebi and Phikwe project areas, was amended several times and renewed once, and was set to expire on March 6, 2022. The new mining licence is limited to the Selebi and Selebi North deposits and their surrounding areas and expires May 26, 2032.

 

On August 8, 2024, the Company announced the results of the Initial MRE at the Selebi Mines, prepared in accordance with Canadian requirements, which is summarized in the table below:

 

Selebi Mines Mineral Resource Estimate, June 30, 2024

 

				Tonnage				Grade								Contained Metal
Classification		Deposit		(Mt)				(% Cu)				(% Ni)				(000 t Cu)				(000 t Ni)
Indicated		Selebi North			3.00				0.90				0.98				27.1				29.5
		Total Indicated			3.00				0.90				0.98				27.1				29.5
Inferred		Selebi Main			18.89				1.69				0.88				319.2				165.5
		Selebi North			5.83				0.90				1.07				52.5				62.4
		Total Inferred			24.72				1.50				0.92				371.7				227.9

 

The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selebi Technical Report. Readers are cautioned that mineral resources are not mineral reserves and do not have demonstrated economic viability.

 

 

Exploration

 

Exploration work completed at the Selebi Mines from 2021 to October 2024 consisted of the sourcing and digitization of existing historical information, confirming collar and down hole location information of selected historical holes, and drilling. PNRL also completed gyro, electromagnetic surveys (“BHEM”), televiewer, and downhole physical property surveys on selected high priority historical and recent exploration holes. A focused structural model over a portion of the Selebi deposit was developed by SRK Consulting Ltd. (“SRK”), and a 3D model of mineralization for use in targeting was created at Selebi North by SLR.

 

In August 2023, an underground drilling program at Selebi North was initiated, which is currently active with three drills turning. As of November 10, 2024, a total of 60,899 metres has been completed in 156 holes from eight underground drill bays, with three of those holes currently in progress. This new drilling is a combination of infill and exploration drilling to follow the extension of the mineralization down dip and down plunge. The core is sampled and sent to ALS Chemex in Johannesburg for analysis. Assay results are reported as they are received. All holes are surveyed with a gyro instrument and selected holes are surveyed with borehole electromagnetics. To date, a total of 59 underground holes have been surveyed.

 

A summary of significant intersections at Selebi North as of September 30, 2024, is provided below. For assay results published after September 30, 2024, refer to the Company’s website (https://premiumnickel.com/) (the Company’s website is not incorporated in this Report):

 

Hole-ID		From (m)				To (m)				Length(1) (m)				Est. True Thickness(2) (m)				Cu (%)				Ni (%)				Co(3) (%)				Limb		CuEq(4) (%)				NiEq(5) (%)
SNUG-23-055			91.70				107.00				15.30				10.0				1.85				1.84				0.10			South			5.65				2.74
SNUG-23-057			190.40				199.95				9.55				6.9				1.81				2.72				0.16			N3			7.42				3.60
SNUG-23-069			264.75				270.60				5.85				5.2				0.70				1.17				0.06			N2 / N3			3.11				1.51
including			266.55				267.00				0.45				0.4				2.10				4.53				0.16			N2 / N3			11.45				5.55
SNUG-24-089			591.95				609.50				17.55				7.5				1.98				2.07				0.11			South			6.25				3.03
SNUG-24-104			377.30				384.30				7.00				5.6				1.64				2.19				0.12			South			6.16				2.98
SNUG-24-105			286.05				321.65				35.60				26.9				1.38				1.54				0.08			South / N2			4.56				2.21
including			286.05				302.20				16.15				12.2				1.80				1.86				0.10			South			5.64				2.73
SNUG-24-096-W1			684.60				697.50				12.90				11.5				1.54				0.95				0.05			South			4.12				2.00
SNUG-24-106			515.70				542.05				26.35				15.0				1.09				1.56				0.08			South			4.31				2.09
including			525.95				542.05				16.10				11.0				1.54				2.10				0.11			South			5.87				2.84
SNUG-24-107			521.20				529.60				8.40				5.0				2.64				2.13				0.11			South			7.04				3.41
SNUG-24-121			400.60				408.90				8.30				8.0				1.86				2.04				0.10			South			6.07				2.94
SNUG-24-123			246.95				260.80				13.85				12.5				1.29				2.33				0.12			South			6.08				2.95
SNUG-24-124			482.45				486.00				3.55				2.4				4.44				0.53				0.03			South			5.52				2.68
including			482.45				484.80				2.35				1.6				6.40				0.68				0.04			South			7.80				3.78
SNUG-24-125			370.20				381.05				10.85				9.3				1.69				0.96				0.06			South			3.67				1.78
including			370.20				375.30				5.10				4.4				2.43				1.41				0.09			South			5.33				2.59
SNUG-24-126			270.65				282.80				12.15				8.2				0.89				1.49				0.07			South			3.97				1.92
SNUG-24-130			483.15				485.80				2.65				1.2				2.10				1.34				0.07			South			4.86				2.36
SNUG-24-130			497.50				511.85				14.35				6.5				1.46				0.92				0.05			South			3.36				1.63
including			503.70				509.50				5.80				2.7				1.46				1.79				0.09			South			5.15				2.50
SNUG-24-131			336.25				343.50				7.25				6.7				1.89				2.71				0.11			South			7.48				3.63
including			336.25				338.05				1.80				1.6				1.86				4.09				0.14			South			10.27				4.99
SNUG-24-132			241.10				255.05				13.95				12.1				1.56				1.16				0.06			South			3.95				1.92
including			241.10				245.90				4.80				4.2				3.32				2.16				0.11			South			7.76				3.77
SNUG-24-133			269.30				277.50				8.20				7.2				2.20				1.56				0.08			N2 / N3			5.41				2.63

 

Notes:

 

(1)	Length refers to drillhole length.
(2)	Estimated true thickness is estimated using the MRE wireframe.
(3)	Co is not included in the current MRE as cobalt analyses are not consistently available throughout the deposit.
(4)	CuEq (copper equivalent) was calculated using the formula CuEq=Cu+2.06*Ni.
(5)	NiEq (nickel equivalent) was calculated using the formula NiEq=Ni+0.485*Cu.
(6)	Assuming long-term prices of US$10.50/lb Ni and US$4.75/lb Cu, and nickel and copper recoveries of 72.0% and 92.4%, respectively, derived from metallurgical studies which consider a conceptual bulk concentrate scenario.

 

Further information on the above assay results can be found in the Company’s news releases and the Selebi Technical Report. Assay results are publicly released as they are received and confirmed by the Company. Additional assay results for the Selebi North underground drilling program, confirmed subsequent to September 30, 2024, can be found in the Company’s news releases outlined in the table below, copies of which are available on the Company’s website (https://premiumnickel.com/). The Company’s website is not incorporated in this Report.

 

Release Date		Release Title
October 22, 2024		Premium Nickel Selebi North Continues to Deliver: Assays Include 7.25 Metres of 7.48% CuEq or 3.63% NiEq Incl. 1.80 Metres of 10.27% CuEq or 4.99% NiEq
October 24, 2024		Premium Nickel Expands Selebi North Deposit with Discoveries of New Mineralization Beyond Initial Mineral Resource Estimate
November 13, 2024		Premium Nickel Intersects Significant Lengths of Mineralization at Selebi North: 28.70 Metres of 3.45% CuEq or 1.67% NiEq

 

 

Mineral Processing and Metallurgical Testing

 

The historical BCL operations consisted of an integrated mining, concentrating and smelting complex which operated for over 40 years over the Selebi Phikwe project area. The smelter processed Selebi and Phikwe concentrates and toll treated nickel concentrates received from the Nkomati Nickel Mine and the Phoenix Mine. The concentrator plant and smelter were placed on care and maintenance in 2016 and are located adjacent to the Selebi Mines at the historical Phikwe Mine.

 

PNRL intends to use pre-concentration methods to separate the minerals from waste materials to produce a mill feed and flotation to produce a concentrate for commercial sale, or for further refining, and does not plan to restart the existing concentrator or smelter. Concentrate options will be investigated in the next phase of work and include a bulk concentrate and separate nickel and copper concentrates. In 2021, PNRL carried out due diligence work that included metallurgical sampling and testing. Metallurgical study programs were carried out by SGS Canada Inc. (“SGS”) in Lakefield, Ontario in 2021 and 2023 for separate copper and nickel concentrate production at a conceptual level. The conceptual process flowsheet developed by SGS includes the key unit operations of crushing, grinding, and flotation.

 

PNRL and DRA collaborated in the analyses of historical data collected on key flotation parameters observed in the production of separate nickel and copper concentrates, such as metal upgrade ratios and mass pull, to simulate estimated metal grades and recoveries for bulk concentrate.

 

Selkirk Mine, Botswana

 

The Selkirk Mine is located in the northeast of Botswana approximately 28 km southeast of the city of Francistown, and 450 km northeast of the national capital Gaborone.

 

The Selkirk Mine is accessed year-round via paved and gravel roads from Gaborone and Francistown. The Selkirk Mine infrastructure includes relict surface infrastructure supporting the historical underground mine, and the original decline. The Selkirk Mine is quite flat, and beyond the mine footprint is covered in grassland with dispersed and clustered trees typical of a tree savanna biome.

 

The Selkirk Mine consists of a single mining licence covering an area of 1,458 hectares (14.58 km2) and four prospecting licences covering a total of 12,670 hectares (126.7 km2). The mining licence, 2022/7L, is centred approximately at 21°19’13” S and 27°44’17” E and is held by PNGPL, a subsidiary of PNRL. The mining licence was renewed for ten years commencing on May 27, 2022, ending on May 26, 2032. The four prospecting licences (PL050/2010, PL051/2010, PL210/2010, and PL071/2011) are currently being renewed and are expected to be valid to September 30, 2026.

 

Exploration

 

Exploration work completed by PNRL to date has consisted of the sourcing and digitization of existing historical information, confirming collar location information on selected historical holes, re-logging selected drill core, sampling mineralized drill core found untouched on surface, and submitting a number of samples for proof-of-concept metallurgical testing. PNRL has engaged SLR to complete an MRE. Following the data verification exercise, the Company has resampled core in from 17 holes to obtain additional PGM analyses to be used in the MRE at the Selkirk Mine. Re-sampled core was sent to ALS Chemex in Johannesburg for analysis.

 

 

A summary of significant intersections at the Selkirk Mine as of September 30, 2024 is provided below:

 

HOLE ID		FROM (m)				TO (m)				LENGTH(1) (m)				Cu (%)				NI (%)				Co (%)				Au (ppm)				Pt (ppm)				Pd (ppm)				CuEq(2) (%)				NiEq(3) (%)
DSLK012			71.00				211.00				139.00				0.47				0.38				0.02				0.08				0.16				0.68				1.55				0.90
DSLK028			37.00				110.00				68.70				0.32				0.26				0.01				0.06				0.13				0.61				1.11				0.64
DSLK035			61.00				92.85				31.85				0.29				0.27				0.01				0.05				0.13				0.62				1.10				0.64
DSLK035			110.00				189.00				79.00				0.24				0.22				0.01				0.05				0.11				0.49				0.90				0.52
DSLK037			31.15				120.00				88.85				0.29				0.27				0.01				0.05				0.14				0.61				1.09				0.63
DSLK039			120.00				238.00				108.01				0.29				0.21				0.01				0.05				0.11				0.44				0.93				0.54
DSLK040			81.00				169.00				88.00				0.37				0.30				0.02				0.05				0.12				0.53				1.23				0.71
DSLK040			186.60				200.00				13.40				0.51				0.27				0.02				0.05				0.12				0.53				1.30				0.76
DSLK047			107.00				264.00				157.00				0.35				0.29				0.02				0.09				0.12				0.54				1.21				0.70
DSLK075			50.00				73.00				23.00				0.24				0.24				0.01				0.04				0.10				0.50				0.94				0.55
DSLK075			89.00				101.00				12.00				0.27				0.26				0.01				0.05				0.13				0.60				1.06				0.62
DSLK075			115.00				214.00				99.00				0.32				0.27				0.01				0.06				0.13				0.63				1.15				0.67
DSLK079			100.00				214.00				114.00				0.41				0.35				0.02				0.05				0.14				0.59				1.36				0.79
including			123.00				188.00				65.00				0.50				0.43				0.02				0.05				0.17				0.70				1.64				0.96
DSLK086			56.00				76.00				20.00				0.19				0.20				0.01				0.04				0.10				0.39				0.77				0.45
DSLK086			106.00				274.00				168.00				0.30				0.32				0.02				0.05				0.13				0.56				1.19				0.69
DSLK139			277.00				333.00				56.00				0.33				0.28				0.02				0.06				0.13				0.55				1.15				0.67
including			277.00				297.00				20.00				0.39				0.35				0.02				0.06				0.15				0.64				1.38				0.80
DSLK145			90.00				128.00				38.00				0.13				0.16				0.01				0.03				0.09				0.40				0.64				0.37
DSLK145			140.00				202.00				25.80				0.06				0.08				0.01				0.01				0.04				0.14				0.28				0.16
DSLK145			213.00				349.50				136.50				0.28				0.27				0.01				0.05				0.13				0.55				1.06				0.62
including			249.00				349.50				100.50				0.31				0.28				0.01				0.05				0.14				0.60				1.14				0.66
DSLK216			61.00				273.00				210.20				0.36				0.32				0.02				0.06				0.14				0.57				1.25				0.73
including			61.00				97.00				36.00				0.24				0.27				0.02				0.05				0.11				0.44				0.99				0.58
and			117.00				273.00				154.45				0.41				0.35				0.02				0.06				0.15				0.64				1.39				0.81
DSLK218			14.00				46.00				32.00				0.26				0.18				0.02				0.04				0.11				0.33				0.80				0.46
DSLK219			21.00				36.60				15.60				0.29				0.23				0.01				0.05				0.11				0.43				0.95				0.55
DSLK219			41.00				63.80				22.80				0.33				0.24				0.02				0.06				0.11				0.45				1.03				0.60
DSLK219			78.90				99.00				20.10				0.59				0.34				0.02				0.09				0.13				0.61				1.57				0.91
DSLK219			111.00				130.00				19.00				0.27				0.18				0.01				0.04				0.08				0.48				0.84				0.49
DSLK219			181.00				191.00				10.00				0.26				0.18				0.01				0.04				0.08				0.29				0.77				0.45
DSLK232			35.00				70.84				35.84				0.98				1.20				0.06				0.12				0.33				1.74				4.04				2.35
including			47.3				64.00				16.70				1.56				1.73				0.1				0.09				0.37				2.14				5.78				3.36
DSLK243			120.00				306.25				186.25				0.48				0.41				0.02				0.08				0.17				0.76				1.65				0.96

 

Notes:

 

(1)	Length refers to drillhole length.
(2)	CuEq was calculated using the formula CuEq=Cu+1.72*Ni+2.57*Co+0.928*Au+0.35*Pt+0.36*Pd assuming October 23, 2024 prices of US$7.38/lb Ni, US$4.29/lb Cu, US$11.02/lb Co, US$2,716.85/troy ounce Au, US$1,017.20/troy ounce Pt and US$1,048.50/troy ounce Pd with no adjustments for recoveries or payabilities.
(3)	NiEq was calculated using the formula NiEq=Ni+0.58*CuEq.

 

Exploration programs have also been ongoing at the prospecting licences located adjacent to the Selkirk mining licence, with a differential Global Positioning System of seven historical drillhole collars and two surface electromagnetics surveys completed in Q2 2024. The strongest electromagnetic anomaly occurs over the Rooikoppie Prospect, a gossan that was targeted by BCL drill holes. These five holes were located, Differential Global Positioning System coordinates collected, and two holes, DRKP001 and 002, were sampled in Q3 2024. Assays showed no significant results in Ni, Cu, or PGEs.

 

 

Mineral Processing and Metallurgical Testing

 

PNRL intends to use flotation to produce a concentrate for commercial sale or for further refining. Concentrate options will be investigated in the next phase of work and include a bulk concentrate and separate nickel and copper concentrates. Metallurgical study programs were carried out by SGS in Lakefield, Ontario in 2021 and 2023 for separate copper and nickel concentrate production at a conceptual level. The conceptual process flowsheet developed by SGS includes the key unit operations of crushing, grinding, and flotation.

 

PNRL analyzed select SGS test results on key flotation parameters observed in the production of separate nickel and copper concentrates to simulate estimated metal grades and recoveries for bulk concentrate. The area is in a rural district and the available infrastructure is minimal. Strategic services (e.g., electricity and water supplies) could be provided by the Botswana Power Corporation and from existing governmental water pipelines within the Francistown Road Reserve, and potable water could be sourced on site from boreholes. A railway line crosses the western margin of the Selkirk area.

 

Maniitsoq Nickel-Copper-PGM Project, Southwest Greenland

 

The Maniitsoq project is centred on the 75 kilometre by 15 kilometre Greenland Norite Belt which hosts numerous high-grade nickel-copper sulphide occurrences associated with mafic and ultramafic intrusions. The property is located 100 kilometres north of Nuuk, the capital of Greenland, and is accessible year-round either by helicopter or by boat from Nuuk or Maniitsoq, the latter located on the coast approximately 15 kilometres to the west. The Company acquired the Maniitsoq project in 2011 due to its potential for the discovery of significant magmatic sulfide deposits in a camp-scale belt. The Maniitsoq property consists of three exploration licences, Sulussagut No. 2011/54 and Ininngui No. 2012/28, comprising 2,182 and 110.9 square kilometres, respectively, and the Carbonatite property No. 2018/21 (63 square kilometres), and a prospecting licence, No. 2020/05, for West Greenland. The Greenland properties have no mineral resources or reserves. Mineral exploration licence (“MEL”) 2018/21 and prospecting licence 2020/05 are in effect until December 31, 2024. MEL 2011/54 expires December 31, 2025, while MEL 2012/28 expires December 31, 2026.

 

Exploration Activities

 

Remaining targets were reviewed and prioritized in preparation for a potential field program in 2023, which was deferred. No exploration work was carried out in Greenland to date in 2024.

 

No material expenditures or activities are contemplated on the Maniitsoq property at this time.

 

Canadian Nickel Projects - Sudbury, Ontario

 

Post Creek Property

 

The Post Creek property is located 35 kilometres east of Sudbury in Norman, Parkin, Alymer and Rathburn townships and consists of 73 unpatented mining claim cells in two separate blocks, covering a total area of 912 hectares held by the Company. The Company acquired the property through an option agreement in April 2010, which was subsequently amended in March 2013. As at the date of this MD&A, the Company holds a 100% interest in the Post Creek property and is obligated to pay advances on a net smelter return of $10,000 per annum, which will be deducted from any payments to be made under the net smelter return.

 

The Post Creek property lies adjacent to the Whistle Offset Dyke Structure which hosts the past–producing Whistle Offset and Podolsky Cu-Ni-PGM mines. Post Creek lies along an interpreted northeast extension of the corridor containing the Whistle Offset Dyke and Footwall deposits and accounts for a significant portion of all ore mined in the Sudbury nickel district and, as such, represents favourable exploration targets. Key lithologies are Quartz Diorite and metabreccia related to offset dykes and Sudbury Breccia associated with Footwall rocks of the Sudbury Igneous Complex which both represent potential controls on mineralization.

 

 

No exploration work was completed to date in 2024 on the Post Creek Property. The claims have sufficient work credits to keep them in good standing until 2027. No material expenditures or activities are contemplated on the Post Creek property at this time.

 

Halcyon Property

 

The Halcyon property is located 35 kilometres northeast of Sudbury in the Parkin and Aylmer townships and consists of 63 unpatented mining cells for a total of 864 hectares. Halcyon is adjacent to the Post Creek property and is approximately 2 kilometres north of the producing Podolsky Mine of FNX Mining. The property was acquired through an option agreement and as at the date of this MD&A, the Company holds a 100% interest in the Halcyon property and is obligated to pay advances on a net smelter return of $8,000 per annum, which will be deducted from any payments to be made under the net smelter return.

 

No exploration work was completed on the Halcyon Property to date in 2024. The claims are in good standing through 2027. No material expenditures or activities are contemplated on the Halcyon property at this time.

 

Quetico Property

 

The Quetico property is located within the Thunder Bay Mining District of Ontario and in January 2024 consisted of 99 claim cells in two blocks. Cells were acquired to assess: (a) the Quetico Sub-province corridor, which hosts intrusions with Ni-Cu-Co-PGM mineralization related to a late 2690 Ma Archean magmatic event; and (b) the Neoproterozoic (1100 Ma MCR) magmatic event and related intrusions.

 

No work was carried out on the Quetico property in 2024. The last remaining claims expired on April 26, 2024.

 

Financial Capability

 

The Company, being in the exploration 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 and advancement of the Company’s material projects, 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 September 30, 2024, the Company had no source of operating cash flows, nor any credit line currently in place.

 

As at September 30, 2024, the Company had working capital (calculated as total current assets less total current liabilities) of $15,092,693 (December 31, 2023 – $14,999,619) and reported an accumulated deficit of $135,712,148 (December 31, 2023 – $104,566,816).

 

As at September 30, 2024, the Company had $17,358,377 in available cash (December 31, 2023 – $19,245,628). There are no sources of operating cash flows. The properties in which the Company currently has an interest are in the 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 need to use its existing working capital and raise additional amounts as needed. Subject to any changes in the Company’s operational plan, the Company has the funds to complete its planned mineral resource estimate for the Selkirk Mine, and to advance underground exploration drilling and studies at the Selebi Mines into the first half of 2025. 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.

 

 

Selected Financial Information and Financial Position

 

The following amounts are derived from the Company’s unaudited condensed interim consolidated financial statements prepared under US GAAP.

 

In Canadian dollars, except number of shares issued and outstanding		Three months ended September 30,								Nine months ended September 30,
Income Statement		2024				2023				2024				2023
Net (loss)			(12,004,960	)			(7,684,834	)			(31,145,332	)			(22,199,513	)
Weighted average number of common shares outstanding – basic and diluted			185,708,588				135,730,527				163,300,132				125,150,919
Basic and diluted (loss) per share			(0.06	)			(0.06	)			(0.19	)			(0.18	)

 

Balance Sheet		September 30, 2024				December 31, 2023
Additional paid-in capital			144,789,145				116,069,973
Common Shares outstanding			185,708,588				149,300,920
Total assets			37,292,068				37,974,205
Current liabilities			5,579,816				5,891,289
Non-current financial liabilities(1)			18,990,747				18,192,547

 

Note:

 

(1)	Non-current financial liabilities include long-term debt and lease liabilities.

 

Net Loss

 

The net loss of $31,145,332 for the nine months ended September 30, 2024 was higher by $8,945,819 compared to the prior year comparable period net loss of $22,199,513 largely due to increased exploration activities relating to the Botswana assets, the interest expense on a three-year term loan (the “Term Loan”) with Cymbria Corporation (“Cymbria”), and an increase in share-based payments.

 

Total Assets

 

Total assets as at September 30, 2024 decreased by $682,137 from the December 31, 2023 balance. Lower cash balances in the current period and depreciation of property, plant and equipment were largely offset by the purchase of spare parts from BCL.

 

 

Current Liabilities and Non-Current Financial Liabilities

 

Current liabilities as at September 30, 2024 decreased by $311,473 from December 31, 2023 due to a decrease in lease liabilities resulting from the repayment of interest and principal on the Syringa Lodge lease. Non-current financial liabilities as at September 30, 2024 increased by $798,200 from December 31, 2023 as a result of the accretion of costs associated with the Term Loan.

 

Overall Performance and Results of Operations

 

As at the date of this Report, the Company has not earned revenue nor proved the economic viability of its projects. The Company’s expenses are not subject to seasonal fluctuations or general trends other than factors affecting costs such as inflation and input prices. The Company’s expenses and cash requirements will fluctuate from period to period depending on the level of activity at the projects, which may be influenced by the Company’s ability to raise capital to fund these activities. Comparisons of activity made between periods should be viewed with this in mind. The Company’s quarterly results may be affected by many factors such as timing of exploration activity, share-based payment costs, capital raised, marketing activities and other factors that affect the Company’s exploration, evaluation and re-development activities.

 

The following table summarizes the Company’s Operations for the three-month and nine-month periods ended September 30, 2024 and September 30, 2023:

 

		Three months ended								Nine months ended
		September 30, 2024 $				September 30, 2023 $				September 30, 2024 $				September 30, 2023 $
Expenses
General and administrative expenses			2,314,273				1,936,140				6,657,082				6,250,925
Depreciation			354,581				151,500				1,088,483				241,260
General exploration expenses			7,318,600				4,330,412				18,598,362				13,252,757
Interest and bank charges			10,557				17,035				26,831				34,865
Share-based payment			933,619				-				1,712,843				-
DSUs granted, net			164,193				252,119				408,590				558,524
Net foreign exchange loss			146,359				153,014				360,361				256,917
			11,242,182				6,840,220				28,852,552				20,595,248
Interest (income) expense			(23,945	)			126,623				(24,398	)			193,441
Interest and accretion cost on debt			786,723				717,991				2,317,178				1,410,824
Net loss for the period			12,004,960				7,684,834				31,145,332				22,199,513

 

	●	General and administrative expenses increased by $378,133 and $406,157 for the three and nine months ended September 30, 2024, respectively, mainly due to higher travel and marketing costs as well as higher professional fees relating to additional regulatory reporting requirements in 2024. For the nine months ended September 30, 2024, $2,708,304 of the general and administrative expenses were related to management fees, office costs, insurance fees, consulting fees, and various other overhead expenses at the Mines (nine months ended September 30, 2023 - $2,694,115).
	●	Depreciation increased by $203,081 and $847,223 for the three and nine months ended September 30, 2024, respectively, due to property, plant and equipment acquisitions in late 2023 which started to depreciate in 2024.
	●	General exploration expenses increased by $2,988,188 and $5,345,605 for the three and nine months ended September 30, 2024, respectively, as the Company ramped-up drilling, geophysics, engineering, and other activities at the Mines over the year.

 

 

	●	Share-based payments represents the Company’s long-term incentive program compensation granted to employees, directors, officers and consultants. Share-based payment was $933,619 and $1,712,843 for the three and nine months ended September 30, 2024, respectively, compared to nil in 2023.
	●	DSUs granted, net, or deferred share units, represents the Company’s long-term incentive program compensation granted to directors of the Company, net of period end mark to market adjustments. The decrease of $87,926 and $149,934 for the three and nine months ended September 30, 2024, respectively, is due to downward mark to market adjustments on outstanding units resulting from a decrease in the Company’s share price, partially offset by an increase in size of the Board of Directors.
	●	Interest income and expense represents interest income earned on cash and cash equivalent deposits and interest expense on the Company’s lease liabilities. Net interest income increased by $150,568 and $217,839 for the three and nine months ended September 30, 2024, respectively, as the Company held higher cash balances arising from the June 2024 Financing in guaranteed investment certificates. Further, the final installment on the drilling equipment lease was paid in April 2024, resulting in lower interest expense for the current year periods.
	●	Interest and financing cost on debt comprises the accrued interest on the Company’s debt instruments, as well as the accretion of related transaction costs and fees. The increase of $68,732 and $906,354 for the three and nine months ended September 30, 2024, respectively, relates to the additional $5.9 million of principal on the Term Loan that was added in December 2023.

 

Cash Flows

 

The following table summarizes the Company’s cash flows:

 

		Nine months ended September 30,
		2024 $				2023 $
Cash flows
Operating activities			(27,749,262	)			(24,294,641	)
Investing activities			65,868				(3,297,177	)
Financing activities			26,136,270				31,424,264
Increase (decrease) in cash before effects of exchange rate changes			(1,547,124	)			3,832,446
Effect of exchange rate changes on cash and cash equivalents			(340,127	)			(142,141	)
Change in cash and cash equivalents for the period			(1,887,251	)			3,690,305
Cash and cash equivalents at the beginning of the period			19,245,628				5,162,991
Cash and cash equivalents at the end of the period			17,358,377				8,853,296

 

Operating Activities

 

Net cash used in operating activities YTD 2024 increased by $3,454,621 compared to YTD 2023, a result of a ramp-up in drilling, geophysics, engineering, and other activities at the Mines over the year.

 

Investing Activities

 

Key investing activities relate to the acquisition of property, plant and equipment. Net cash used in investing activities YTD 2024 decreased by $3,231,309 compared to YTD 2023. The higher spending in YTD 2023 was related to the upfront purchase of tools and parts for the three drills which were leased in 2023.

 

 

Financing Activities

 

Net cash provided by financing activities YTD 2024 decreased by $5,287,994 compared to YTD 2023. During the first nine months of 2023, the Company obtained a term loan for gross proceeds of approximately $15.0 million and closed private placements for gross proceeds of approximately $24.0 million, using a portion of those funds to repay a $7.0 million promissory note from Pinnacle Island LP. During the first nine months of 2024, the Company closed private placements for gross proceeds of approximately $27.5 million, and had no additional borrowings.

 

Liquidity

 

Capital Resources

 

As at September 30, 2024, the Company had $17,358,377 in available cash (December 31, 2023 – $19,245,628). The Company has no sources of operating cash flows. Subject to any changes in the Company’s operational plan, the Company has the funds to complete its planned mineral resource estimate for the Selkirk Mine, and to advance underground exploration drilling and studies at the Selebi Mines into the first half of 2025. Given the Company’s current financial position and the ongoing exploration and evaluation expenditures, the Company will need to raise additional capital through the issuance of equity or other available financing alternatives to continue funding its operating, exploration and evaluation activities, and re-development of its mineral properties. Although the Company has been successful in its past fund-raising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future.

 

Going Concern

 

For the three months ended September 30, 2024, the Company incurred a loss of $12,004,960 and reported an accumulated deficit of $135,712,148 as at September 30, 2024 (December 31, 2023 – $104,566,816). At the end of Q3 2024, the Company required additional funds to continue its planned operations and meet its future obligations, commitments and forecasted expenditures through September 30, 2025. Management is aware, in making its assessment, of material uncertainties related to events and conditions that may cast a substantial doubt upon the Company’s ability to continue as a going concern, and accordingly, the appropriateness of the use of accounting principles applicable to a going concern. The accompanying 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. In assessing whether a going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.

 

Financings

 

During the nine months ended September 30, 2024, the Company completed the following financing transactions:

 

On June 14, 2024, the Company closed the first tranche of the June 2024 Financing, pursuant to which the Company issued an aggregate 19,234,614 Units at a price of $0.78 per Unit (the “Issue Price”) for aggregate gross proceeds of $15,002,999. Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one common share purchase warrant of the Company (each, a “Warrant”).

 

Each Warrant entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance (the “Expiry Date”) at a price of $1.10 per Common Share. If, at any time prior to the Expiry Date, the volume-weighted average trading price of the Common Shares is at least $2.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate the Expiry Date with 30 days’ notice to the Warrant holders.

 

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 $12,497,000. Together with proceeds from the first tranche, the total size of the June 2024 Financing is approximately $27.5 million.

 

The net proceeds of the June 2024 Financing will be used by the Company to advance the exploration and development of the Mines in Botswana and for general corporate and working capital purposes. See “Use of Proceeds” for more details.

 

 

On December 14, 2023, the Company closed a financing (the “December 2023 Financing”) comprised of a brokered private placement of units (the “Private Placement”) and an amended Term Loan. The Private Placement was 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. 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. The principal amount of the Term Loan was increased by $5,882,353 (the “Additional Principal Amount”) from $15,000,000 to $20,882,353. The Additional Principal Amount was subject to an original issue discount of approximately 15% and was advanced by Cymbria to the Company as a single advance of $5,000,000. The net proceeds from the December 2023 Financing were $19,743,845 after fees and expenses, which are being used to advance the exploration and evaluation of the Mines and for general corporate and working capital purposes. As at September 30, 2024, all of the net proceeds of the December 2023 Financing had been expended as planned.

 

Use of Proceeds

 

The following table provides a summary of the principal use of proceeds of the June 2024 Financing and the December 2023 Financing.

 

Principal Purpose		Estimated Amount as at September 30, 2024(1) $’000				Amounts Expended as at September 30, 2024 $’000
June 2024 Financing
Activities relating to the Selebi Mines			20,700	(2)			7,405
Activities relating to the Selkirk Mine			500	(3)			257
General corporate and working capital			6,100	(4)			1,397
			27,300				9,059
December 2023 Financing
Activities relating to the Selebi Mines			11,520	(5)			11,520
Activities relating to the Selkirk Mine			400	(6)			400
General corporate and working capital			7,839	(7)			7,839
			19,759				19,759

 

Notes:

 

	(1)	The use of the June Financing proceeds has been updated as of September 30, 2024 to reflect any changes in planned activities, as outlined below.
	(2)	Represents approximately: (i) $18,000,000 for the advancement of the Selebi Mines towards an economic study; (ii) $1,370,000 for mining licence extension payment; and (iii) $1,361,062 for the last installment of the purchase price of the Syringa Lodge.
	(3)	Represents the cost to advance the Selkirk Mine towards a mineral resource estimate and exploration activities on the Prospecting Licences.
	(4)	Represents approximately: (i) $1,044,118 allocated to the payment of interest on the Term Loan; and (ii) $5,055,882 allocated to general corporate expenses.
	(5)	Represents approximately: (i) $8,325,000 for the advancement of the Selebi Mines towards a NI 43-101 compliant mineral resource estimate; (ii) $1,400,000 for mining licence extension payment; and (iii) $1,795,000 in local management, consulting, accounting, finance, human resources and health/safety/environmental/security.
	(6)	Represents certain geophysics and geology costs, care and maintenance and prospecting licences.
	(7)	Represents approximately: (i) $2,080,000 allocated to the payment of interest on the Term Loan; and (ii) $5,759,000 allocated to general corporate expenses.

 

 

Working Capital

 

As at September 30, 2024, the Company had a positive working capital of $15,092,693 (December 31, 2023 – $14,999,619). The marginal increase in working capital is mainly due to an increase in spare parts inventory, partially offset by a decrease in lease liabilities.

 

Contractual Obligations and Contingencies

 

Selebi Mines

 

As per the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines is the sum of USD 56,750,000 which amount shall be paid in three instalments:

 

●	USD 1,750,000 payable on the closing date, and payment of care and maintenance funding contributions in respect of the Selebi Mines from March 22, 2021 to the closing date of USD 5,178,747. These payments have been made.
●	USD 25,000,000 upon the earlier of: (a) approval by the Botswana Ministry of Mineral Resources, Green Technology and Energy Security (“MMRGTES”) of the Company’s Section 42 and Section 43 applications (for the further extension of the mining licence and conversion of the mining licence into an operating licence, respectively); and (b) on the expiry date of the study phase, January 31, 2026, which pursuant to the Selebi APA has been extended for one year from the original expiry date of January 31, 2025. This extension follows successful completion by the Company of the work and investment milestones required by the Selebi APA.
●	The third instalment of USD 30,000,000 is payable on the completion of mine construction and production start-up by the Company on or before January 31, 2030, but not later than four years after the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 applications.

 

As per the terms and conditions of the Selebi APA, the Company has the option to cancel the second and third payments and return the Selebi Mines to the liquidator if the Company determines that the Selebi Mines are not economical. The Company also has an option to pay in advance the second and third payments if the Company determines that the Selebi Mines are economical. The Company’s accounting policy is to measure and record contingent consideration when the conditions associated with the contingency are met. As of September 30, 2024, none of the conditions of the second and third instalments have been met, hence these amounts are not accrued in the Financial Statements.

 

In addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a contingent compensation agreement as well as a royalty agreement with the liquidator.

 

Phikwe South and the Southeast Extension

 

In August 2023, the Company announced that it had entered into a binding commitment letter with the liquidator of BCL to acquire a 100% interest in two additional deposits, Phikwe South the Southeast Extension, located adjacent to and immediately north of the Selebi North historical workings. The acquisition of the Phikwe South and the Southeast Extension deposits is subject to customary closing conditions and is expected to close in Q4 2024.

 

The upfront cost to the Company to acquire these additional mineral properties is US$1,000,000. In addition, the Company has agreed to additional work commitments of US$5,000,000 in the aggregate over the next four years. As a result of the extension of the Selebi mining licence, the remaining asset purchase obligations of the Company outlined in the Selebi APA will each increase by 10%, US$5,500,000 in total, while the trigger events remain unchanged.

 

Selkirk Mine

 

In regard to the Selkirk Mine, the purchase agreement does not provide for a purchase price or initial payment for the purchase of the assets. The Selkirk purchase agreement provides that if the Company elects to develop Selkirk first, the payment of the second Selebi instalment of US$25 million would be due upon the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 applications (for the further extension of the Selkirk mining licence and conversion of the Selkirk mining licence into an operating licence, respectively). For the third Selebi instalment of US$30 million, if Selkirk were commissioned earlier than Selebi, the payment would trigger on Selkirk’s commission date.

 

 

Right-of-Use Assets

 

On July 9, 2022, the Company executed a sales agreement with Tuli Tourism Pty Ltd. (the “Seller”) for the Syringa Lodge in Botswana and obtained possession of the property in August 2022. Pursuant to the agreement, the aggregate purchase price payable to the Seller shall be the sum of $3,213,404 (BWP 30,720,000), payable in three installments. A deposit of $482,011 (BWP 4,608,000) was paid in August 2022, and a second installment of $1,306,906 (BWP 13,056,000) was paid in July 2023. On September 12, 2024, the sales agreement was amended and the Company paid 50% of the final installment of $653,061 (BWP 6,528,000) with the remaining balance of $665,203 (BWP 6,528,000) due on November 30, 2024. Title of the asset transfers to the Company upon payment of the remaining balance. All other terms and conditions remained the same.

 

On March 14, 2023, the Company entered into a drilling equipment supply agreement with Forage Fusion Drilling Ltd. (“Forage”) of Hawkesbury, Ontario to purchase specific drilling equipment on a “rent to own” basis with the purchase price to be paid in monthly payments. Pursuant to the agreement, the aggregate purchase price payable to Forage is $2,942,000. A payment of $1,700,000 was paid in March 2023 to purchase all the tooling, diamonds and critical spares required for 32,000 metres of drilling. The balance, covering the purchase of the drills, was payable in twelve equal monthly instalments of $103,500. The equipment arrived at the site in July 2023 and is now 100% owned by PNRL.

 

Post Creek

 

Commencing August 1, 2015, the Company is obligated to pay advances on the Post Creek net smelter return of $10,000 per annum. To date in 2024, the Company paid $10,000, which will be deducted from any payments to be made under the net smelter return.

 

Halcyon

 

Commencing August 1, 2015, the Company is obligated to pay advances on the Halcyon net smelter return of $8,000 per annum. To date in 2024, the Company paid $8,000, which will be deducted from any payments to be made under the net smelter return.

 

Contingencies

 

There are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred 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 September 30, 2024, 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 the Company’s re-development of its projects or future changes in such laws and environmental regulations.

 

 

Related Party Transactions

 

Key management personnel

 

Key management (defined as members of the Board of Directors and senior officers) compensation was related to the following:

 

		September 30, 2024 $				September 30, 2023 $
Management fees, salaries and benefits			2,596,401				2,679,450
DSUs granted, net of fair value movements			408,590				558,524
Share-based payment			1,014,619				-
			4,019,610				3,237,974

 

Other related parties

 

As a result of the financing that closed on June 28, 2023 with Cymbria and EdgePoint Investment Group Inc., as portfolio manager on behalf of certain mutual funds managed by it (“EdgePoint”), and the increase of the Term Loan by the Additional Principal Amount on December 14, 2023 (the “EdgePoint Transactions”), Cymbria and certain other funds managed by EdgePoint (the “Financing Parties”) have acquired a total of 16,037,800 Common Shares, representing approximately 10.7% of the Company’s issued and outstanding shares at the time. The Financing Parties also acquired on closing an aggregate of 6,024,000 Warrants with a three-year term and an exercise price of $1.4375 which, if exercised, together with the shares acquired at closing, would result in the Financing Parties holding approximately 14.2% of the Company’s shares in the aggregate (calculated on a partially-diluted basis). As the result of the EdgePoint Transactions, the Financing Parties are related parties of the Company. For the three and nine months ended September 30, 2024, the Company paid interest of $524,912 (Q3 2023 - $390,411) and $1,563,324 (YTD 2023 - $390,411), respectively, to the Financing Parties.

 

On June 14, 2024, as part of the June 2024 Financing, EdgePoint further subscribed for 7,692,307 Units at $0.78 per Unit for gross proceeds of approximately $6.0 million. Each Unit is comprised of one Common Share and one Warrant. As of September 30, 2024, EdgePoint beneficially owns 23,833,224 Common Shares and 13,716,307 Warrants, representing approximately 12.8% of the issued and outstanding Common Shares (approximately 18.8% on a partially-diluted basis assuming the exercise of all Warrants held by EdgePoint). All warrants issued to EdgePoint as part of the June 2024 Financing include customary restrictions providing that EdgePoint will not exercise such number of warrants so as to bring its undiluted share ownership percentage above 20.0% of the Company’s issued and outstanding Common Shares without obtaining the requisite shareholder and TSXV approval.

 

In connection with the June 2024 Financing, certain insiders of the Company subscribed for an aggregate of 1,389,140 Units for gross proceeds of $1,083,529.

 

 

Segmented Disclosure

 

The Company operates in one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic segments being Botswana, Barbados and Canada. The Company’s geographic segments are as follows:

 

		September 30, 2024 $				December 31, 2023 $
Current assets
Canada			16,175,522				15,894,177
Barbados			338,247				104,024
Botswana			4,158,740				4,892,707
Total			20,672,509				20,890,908

 

		September 30, 2024				December 31, 2023
Property, plant and equipment
Canada			7,481				8,726
Botswana			7,756,566				8,479,773
Total			7,764,047				8,488,499

 

		September 30, 2024				December 31, 2023
Exploration and evaluation assets
Botswana			8,855,512				8,594,798

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements as at September 30, 2024.

 

Share Capital Information

 

As of the date of this report, the fully diluted share capital of the Company, including Common Shares issuable upon exercise of securities of the Company exercisable for Common Shares, is as follows:

 

Securities		Common Shares
Common Shares			185,708,588
Preferred shares(1)			13,131
DSUs			1,847,244
Warrants			42,526,857
Stock options			17,369,821
RSUs			1,000,000
Fully diluted share capital			248,465,641

 

Note:

 

(1)	The 118,186 outstanding preferred shares are convertible into Common Shares at a 9:1 ratio.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Quantitative and qualitative disclosures about market risk have been omitted as permitted under rules applicable to smaller reporting companies.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024. Based on the evaluation of these disclosure controls and procedures, management concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2024 due to the material weaknesses in internal control over financial reporting that were disclosed in our 2023 Form 10-K, namely: lack of controls and process over significant estimates and judgment applied in assessing complex accounting transactions; lack of segregation of duties over posting and reviewing complex accounting transactions; and lack of communication between legal consultants and management related to SEC filing requirements. As a result of the material weaknesses identified, we performed additional analysis and other post-closing procedures. Notwithstanding these material weaknesses, management has concluded that the unaudited condensed interim consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 present fairly, in all material respects, the financial position of the Company as at September 30, 2024 in conformance with US GAAP.

 

Remediation of Previously Identified Material Weaknesses

 

The Company’s management, under the oversight of the Audit Committee, has implemented corrective actions to remediate past control deficiencies that contributed to certain material weaknesses, including obtaining specific resources to address the identified weaknesses. As we continue to evaluate and enhance our internal control over financial reporting, we may determine that additional measures to address the material weaknesses or adjustments to the remediation plan may be required. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

 

Changes in Internal Control over Financial Reporting

 

Except as noted above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We have no knowledge of any material, active, pending or threatened legal, administrative or judicial proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

 

Item 1A. Risk Factors

 

Risks and other factors include those listed under “Risk Factors” in the 2023 Form 10-K and elsewhere in this Report, as well as the risk identified below.

 

Lack of Established Mineral Reserves

 

The Company is a mineral exploration and development company that is focused on the redevelopment of the previously producing Mines. To that end, the Company’s properties have no established mineral reserves at this time. While the Selebi project has an Initial MRE in accordance with Canadian standards, the Company has not yet established any proven or probable mineral reserves on the Selebi Mines project. The lack of established mineral reserves means that the economic viability of the Selebi project has not been confirmed. There is no assurance that further exploration will lead to the discovery of an economically viable mineral deposit.

 

Further, there is no assurance that any of the Company’s projects can be mined profitably. Accordingly, it is not assured that the Company will realize any profits in the short to medium term, if at all. Any profitability in the future from the business of the Company will be dependent upon the development and commercial mining of economically viable mineral deposits, which in itself is subject to numerous risk factors.

 

The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time that even a combination of management’s careful evaluation, experience and knowledge may not eliminate. Few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish resources and reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure that current work programs of the Company will result in profitable commercial mining operations. The profitability of the Company’s operations will be, in part, directly related to the cost and success of its work programs, which may be affected by a number of factors. Substantial expenditures are required to establish mineral reserves that are sufficient to support commercial mining operations.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following tables outline the number of Common Shares and securities that are convertible into Common Shares issued by the Company pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), during the third quarter ended September 30, 2024.

 

Date of Issuance		Security		Exercise Price per Security ($)				Number of Securities
August 14, 2024		Stock Options			1.10				3,110,000
September 30, 2024		DSUs			N/A				453,568

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

Insider Trading Arrangements

 

During the three months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

 

 

Item 6. Exhibits

 

Exhibit No.		Description of Exhibit
31.1		Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer
32.1		Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Includes the following financial and related information from Premium Nickel Limited Resource’s Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) Unaudited Condensed Interim Consolidated Balance Sheets, (2) Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss, (3) Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ (Deficit) Equity, (4) Unaudited Condensed Interim Consolidated Statements of Cash Flows, and (5) Notes to the Unaudited Condensed Interim Consolidated Financial Statements.
104		The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL

 

 

SIGNATURES

 

Pursuant to requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: November 14, 2024	PREMIUM NICKEL RESOURCES LTD. (Registrant)
	By:	/s/ Keith Morrison
	Name:	Keith Morrison
	Title:	Chief Executive Officer (principal executive officer)
	By:	/s/ Peter Rawlins
	Name:	Peter Rawlins
	Title:	Chief Financial Officer (principal financial officer)

 

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Keith Morrison, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Premium Nickel Resources Ltd.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:	November 14, 2024
By:	/s/ Keith Morrison
	Keith Morrison
	Chief Executive Officer
	(principal executive officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Peter Rawlins, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Premium Nickel Resources Ltd.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:	November 14, 2024
By:	/s/ Peter Rawlins
	Peter Rawlins
	Chief Financial Officer
	(principal financial officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the report of Premium Nickel Resources Ltd. (the “Company”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

 

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: November 14, 2024		/s/ Keith Morrison
		Keith Morrison
		Chief Executive Officer
		(principal executive officer)

 

Dated: November 14, 2024		/s/ Peter Rawlins
		Peter Rawlins
		Chief Financial Officer
		(principal financial officer)

 

 

v3.24.3

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-14740
Entity Registrant Name	PREMIUM NICKEL RESOURCES LTD.
Entity Central Index Key	0000795800
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	Z4
Entity Address, Address Line One	Suite 3400
Entity Address, Address Line Two	One First Canadian Place, P.O. Box 130
Entity Address, Address Line Three	Toronto
Entity Address, City or Town	Ontario
Entity Address, Country	CA
Entity Address, Postal Zip Code	M5X 1A4
City Area Code	(604)
Local Phone Number	770-4334
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		185,708,588

v3.24.3

Condensed Interim Consolidated Balance Sheets (Unaudited) - CAD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 17,358,377	$ 19,245,628
Prepaid expenses	1,285,587	900,310
Other receivables	826,490	532,835
Spare parts	1,202,055	212,135
TOTAL CURRENT ASSETS	20,672,509	20,890,908
NON-CURRENT ASSETS
Exploration and evaluation assets	8,855,512	8,594,798
Property, plant and equipment	7,764,047	8,488,499
TOTAL NON-CURRENT ASSETS	16,619,559	17,083,297
TOTAL ASSETS	37,292,068	37,974,205
CURRENT LIABILITIES
Trade payables and accrued liabilities	4,904,635	4,280,146
Lease liabilities	675,181	1,611,143
TOTAL CURRENT LIABILITIES	5,579,816	5,891,289
NON-CURRENT LIABILITIES
Vehicle financing	280,470	236,124
Provision for leave and severance	959,537	510,202
Term Loan	18,710,277	17,956,423
DSU liability	1,293,071	884,481
NSR option liability	2,750,000	2,750,000
TOTAL NON-CURRENT LIABILITIES	23,993,355	22,337,230
TOTAL LIABILITIES	29,573,171	28,228,519
SHAREHOLDERS’ EQUITY
Common shares (no par value, unlimited common shares authorized; 185,708,588 issued and outstanding) (December 31, 2023 – 149,300,920)
Preferred shares	31,516	31,516
Additional paid-in capital	144,789,145	116,069,973
Deficit	(135,712,148)	(104,566,816)
Accumulated other comprehensive loss	(1,389,616)	(1,788,987)
TOTAL SHAREHOLDERS’ EQUITY	7,718,897	9,745,686
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 37,292,068	$ 37,974,205

v3.24.3

Condensed Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	185,708,588	149,300,920
Common stock, shares outstanding	185,708,588	149,300,920

v3.24.3

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - CAD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
EXPENSES
General and administrative expenses	$ 2,314,273	$ 1,936,140	$ 6,657,082	$ 6,250,925
Depreciation	354,581	151,500	1,088,483	241,260
General exploration expenses	7,318,600	4,330,412	18,598,362	13,252,757
Interest and bank charges	10,557	17,035	26,831	34,865
Share-based payment	933,619		1,712,843
DSUs granted	317,497	215,764	882,410	564,000
Fair value movement of DSUs	(153,304)	36,355	(473,820)	(5,476)
Net foreign exchange loss	146,359	153,014	360,361	256,917
Operating expenses	11,242,182	6,840,220	28,852,552	20,595,248
OTHER ITEMS
Interest (income) expense	(23,945)	126,623	(24,398)	193,441
Interest expense and accretion on Term Loan	786,723	717,991	2,317,178	728,277
Interest expense on A&R Promissory Note				682,547
NET LOSS FOR THE PERIOD	12,004,960	7,684,834	31,145,332	22,199,513
OTHER COMPREHENSIVE (INCOME) LOSS
Exchange differences on translation of foreign operations	(143,911)	183,703	(399,371)	903,578
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD	$ 11,861,049	$ 7,868,537	$ 30,745,961	$ 23,103,091
Basic loss per share	$ 0.06	$ 0.06	$ 0.19	$ 0.18
Diluted loss per share	$ 0.06	$ 0.06	$ 0.19	$ 0.18
Weighted average number of common shares outstanding - basic	185,708,588	135,730,527	163,300,132	125,150,919
Weighted average number of common shares outstanding - diluted	185,708,588	135,730,527	163,300,132	125,150,919

v3.24.3

Condensed Interim Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - CAD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2022		$ 31,516	$ 77,302,736	$ (72,190,747)	$ (1,200,516)	$ 3,942,989
Balance, shares at Dec. 31, 2022	116,521,343
Net loss for the period				(22,199,513)		(22,199,513)
Share capital issued through private placement			24,014,273			24,014,273
Share capital issued through private placement, shares	19,209,184
Share issue costs			(1,866,097)			(1,866,097)
Exchange differences on translation of foreign operations					(903,578)	(903,578)
Fair value of lender warrants			1,468,231			1,468,231
Balance at Sep. 30, 2023		31,516	100,919,143	(94,390,260)	(2,104,094)	4,456,305
Balance, shares at Sep. 30, 2023	135,730,527
Balance at Dec. 31, 2022		31,516	77,302,736	(72,190,747)	(1,200,516)	3,942,989
Balance, shares at Dec. 31, 2022	116,521,343
Balance at Dec. 31, 2023		31,516	116,069,973	(104,566,816)	(1,788,987)	9,745,686
Balance, shares at Dec. 31, 2023	149,300,920
Balance at Jun. 30, 2023		31,516	101,119,143	(86,705,426)	(1,920,391)	12,524,842
Balance, shares at Jun. 30, 2023	135,730,527
Net loss for the period				(7,684,834)		(7,684,834)
Share issue costs			(200,000)			(200,000)
Exchange differences on translation of foreign operations					(183,703)	(183,703)
Balance at Sep. 30, 2023		31,516	100,919,143	(94,390,260)	(2,104,094)	4,456,305
Balance, shares at Sep. 30, 2023	135,730,527
Balance at Dec. 31, 2023		31,516	116,069,973	(104,566,816)	(1,788,987)	9,745,686
Balance, shares at Dec. 31, 2023	149,300,920
Net loss for the period				(31,145,332)		(31,145,332)
Share capital issued through private placement			28,239,254			28,239,254
Share capital issued through private placement, shares	36,281,409
Share issue costs			(1,232,925)			(1,232,925)
Exercise of options, net
Exercise of options, net, shares	126,259					278,100
Share-based payment			1,712,843			$ 1,712,843
Exchange differences on translation of foreign operations					399,371	399,371
Balance at Sep. 30, 2024		31,516	144,789,145	(135,712,148)	(1,389,616)	7,718,897
Balance, shares at Sep. 30, 2024	185,708,588
Balance at Jun. 30, 2024		31,516	143,874,771	(123,707,188)	(1,533,527)	18,665,572
Balance, shares at Jun. 30, 2024	185,708,588
Net loss for the period				(12,004,960)		(12,004,960)
Share issue costs			(19,245)			(19,245)
Exchange differences on translation of foreign operations					143,911	143,911
Share-based payment			933,619			933,619
Balance at Sep. 30, 2024		$ 31,516	$ 144,789,145	$ (135,712,148)	$ (1,389,616)	$ 7,718,897
Balance, shares at Sep. 30, 2024	185,708,588

v3.24.3

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - CAD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
OPERATING ACTIVITIES
Net loss for the period	$ (12,004,960)	$ (7,684,834)	$ (31,145,332)	$ (22,199,513)
Interest payment on Term Loan			(1,563,324)	(390,411)
Interest payment on A&R Promissory Note				(412,329)
Items not affecting cash:
DSUs granted	317,497	215,764	882,410	564,000
Fair value movement of DSUs	(153,304)	36,355	(473,820)	(5,476)
Depreciation	354,581	151,500	1,088,483	241,260	$ 744,783
Provision for leave and severance			449,335	257,104
Accrued interest and accretion on loans			2,237,268	337,866
Share-based payment	933,619		1,712,843
Accrued interest on lease liability			107,238	233,327
Changes in non-cash working capital and non-current liability
Prepaid expenses and other receivables			(678,932)	(1,208,558)
Trade payables and accrued expenses			624,489	(1,499,776)
Spare parts			(989,920)	(212,135)
Net cash used in operating activities			(27,749,262)	(24,294,641)
INVESTING ACTIVITIES
Acquisition of property, plant and equipment			(25,835)	(2,852,916)
Additions to expenditures on exploration and evaluation assets				(483,883)
Interest received			91,703	39,622
Net cash from (used in) investing activities			65,868	(3,297,177)
FINANCING ACTIVITIES
Proceeds from issuance of units			27,499,999	23,814,272
Share issue costs			(295,578)	(1,818,956)
Loan proceeds, net of fees				14,625,000
NSR option				2,750,000
A&R Promissory Note repayment				(7,000,000)
Vehicle financing payment, net			44,345	375
Lease payment			(1,112,496)	(946,427)
Net cash provided by financing activities			26,136,270	31,424,264
Effect of exchange rate changes on cash and cash equivalents			(340,127)	(142,141)
Change in cash and cash equivalents for the period			(1,887,251)	3,690,305
Cash and cash equivalents at the beginning of the period			19,245,628	5,162,991	5,162,991
Cash and cash equivalents at the end of the period	$ 17,358,377	$ 8,853,296	17,358,377	8,853,296	$ 19,245,628
Supplemental cash flow information
Income taxes paid
Interest paid			$ 1,682,379	$ 809,238

v3.24.3

Pay vs Performance Disclosure - CAD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (12,004,960)	$ (7,684,834)	$ (31,145,332)	$ (22,199,513)

v3.24.3

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
[custom:NonRule10B51ArrModifiedFlag]	false

v3.24.3

NATURE OF OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND GOING CONCERN	1. NATURE OF OPERATIONS AND GOING CONCERN   Premium Nickel Resources Ltd. (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. a wholly-owned subsidiary of North American Nickel Inc. (“NAN”), amalgamated by way of a triangular amalgamation under the Business Corporations Act (Ontario) (the “OBCA”) on August 3, 2022. The common shares of PNRL (“Common Shares”) are 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 exploration and evaluation 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 Mine (as defined below).   (2) Premium Nickel Resources Proprietary Limited owns the Selebi Mines (as defined below).       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   The Company’s head and registered office is located 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 in Botswana and related infrastructure (together, the “Selebi Mines”), as well as the nickel, copper, cobalt, platinum-group elements (“Ni-Cu-Co-PGE”) Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licenses (collectively, the “Selkirk Mine” and together with the Selebi Mines, the “Mines”).   Going Concern   The Company, being in the exploration 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 and advancement of the Company’s material projects, 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 September 30, 2024, the Company had no source of operating cash flows, nor any credit line currently in place. The Company incurred a net loss of $31,145,332 for the nine months ended September 30, 2024. The Company’s committed cash obligations and expected level of expenses will vary depending on its operations.   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 operations. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These 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.

v3.24.3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES   (a) Statement of Compliance   These unaudited condensed interim consolidated financial statements were prepared in accordance with US GAAP for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“SEC”) for financial information.   Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. The interim period results do not necessary indicate the results that may be expected for any other interim period or for the full fiscal year.   (b) Basis of preparation   These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis under the historical cost convention, modified by the revaluation of any financial assets and financial liabilities where applicable. The preparation of consolidated financial statements in conformity with US GAAP 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, 2023.   Operating segments are reported in a manner consistent with the internal reporting used for the audited annual consolidated financial statements. The Company determined that it has one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic segments, which are Canada, Barbados and Botswana (Note 15).   The Company’s presentation currency is Canadian (“CA”) dollars. Reference herein of $ or CAD is to CA dollars, US$ or USD is to United States dollars, and BWP is to Botswana pula.   (c) Basis of consolidation   These unaudited condensed interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries as summarized in the table below. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.  SCHEDULE OF ITS WHOLLY-OWNED SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS Name of Entity   Place of Incorporation   Percentage Ownership   Functional Currency   Premium Nickel Resources Ltd.   Ontario, Canada       CAD NAN Exploration Inc.   Ontario, Canada   100   CAD PNR Amalco Ltd.   Ontario, Canada   100   CAD Premium Nickel Resources International Ltd.   Barbados   100   USD PNR Selkirk Group (Barbados) Limited   Barbados   100   USD PNR Selebi (Barbados) Limited   Barbados   100   USD Premium Nickel Group Proprietary Limited   Botswana   100   BWP Premium Nickel Resources Proprietary Limited   Botswana   100   BWP   (d) Use of estimates and judgment   The preparation of the unaudited condensed interim consolidated financial statements in accordance with US GAAP requires management to make judgements, estimates and assumptions that affect the implementation of the accounting policies and the recorded amount of assets and liabilities, income, expenses, and disclosure of contingent liabilities. Actual results may differ from these estimates.   Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   Judgement   Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognized in these consolidated financial statements is the same as disclosed in Note 3 of the consolidated financial statements for the year ended December 31, 2023.   Estimates   Information about assumptions and estimates uncertainties as at September 30, 2024, that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities in the next financial year is the same as disclosed in Note 3 of the consolidated financial statement for the year ended December 31, 2023.

v3.24.3

OTHER RECEIVABLES	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
OTHER RECEIVABLES	3. OTHER RECEIVABLES   A summary of the Company’s other receivables is detailed in the table below:   SCHEDULE OF OTHER RECEIVABLES     September 30, 2024 $     December 31, 2023 $                 HST paid on purchases     337,715       301,618   VAT paid on purchases     488,775       223,776   Other receivables     -       7,441   Other receivables, net     826,490       532,835

v3.24.3

EXPLORATION AND EVALUATION ASSETS	9 Months Ended
	Sep. 30, 2024
Extractive Industries [Abstract]
EXPLORATION AND EVALUATION ASSETS	4. EXPLORATION AND EVALUATION ASSETS   SCHEDULE OF EXPLORATION AND EVALUATION ASSETS                         Botswana             Selebi $     Selkirk $     Total $                       Balance, December 31, 2022     8,251,518       327,109       8,578,627   Additions     483,883       -       483,883   Foreign currency translation     (449,878 )     (17,834 )     (467,712 ) Balance, December 31, 2023     8,285,523       309,275       8,594,798   Foreign currency translation     251,333       9,381       260,714   Balance, September 30, 2024     8,536,856       318,656       8,855,512     The following is a description of the Company’s exploration and evaluation assets and the related spending commitments.   Botswana Assets - Selebi and Selkirk   In September 2021, the Company executed the Selebi Asset Purchase Agreement (“the “Selebi APA”) with the BCL liquidator to acquire the Selebi Mines formerly operated by BCL. In January 2022, the Company closed the transaction and ownership of the Selebi Mines transferred to the Company.   Pursuant to the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines shall be the sum of $76,862,200 (USD 56,750,000), which amount shall be paid in three instalments:   ● $2,086,830 (USD 1,750,000) payable on the closing date, and payment of care and maintenance funding contributions in respect of the Selebi Mines from March 22, 2021 to the closing date of $6,164,688 (USD 5,178,747). These payments have been made.   ● $33,747,500 (USD 25,000,000) payable upon the earlier of: (a) approval by the Botswana Ministry of Mineral Resources, Green Technology and Energy Security (“MMRGTES”) of the Company’s Section 42 and Section 43 applications (for the further extension of the mining license and conversion of the mining license into an operating license, respectively), and (b) on the expiry date of the study phase, January 31, 2026, which pursuant to the Selebi APA has been extended for one year from the original expiry date of January 31, 2025. This extension follows successful completion by the Company of the work and investment milestones required by the Selebi APA.   ● $40,497,000 (USD 30,000,000) payable on the completion of mine construction and production start-up (commissioning) by the Company on or before January 31, 2030, but not later than four years after the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 applications.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   The total acquisition cost of the Selebi Mines included the first instalment of $2,086,830 (USD 1,750,000) and the payment of the care and maintenance funding contribution of $6,164,688 (USD 5,178,747). As per the terms and conditions of the Selebi APA, the Company has the option to cancel the second and third payments and return the Selebi Mines to the liquidator if the Company determines that the Selebi Mines are not economical. The Company also has an option to pay in advance the second and third payments if the Company determines that the Selebi Mines are economical.   In addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a contingent consideration agreement as well as a royalty agreement with the liquidator.   The Company also negotiated a separate asset purchase agreement (the “Selkirk APA”) with the liquidator of TNMC in January 22 to acquire the Selkirk deposit and related infrastructure formerly operated by TNMC. The transaction closed in August 2022.   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 $327,109 (USD 244,954) was the care and maintenance funding contribution from April 1, 2021 to the closing date of the Selkirk APA. The Selkirk APA provides that if the Company elects to develop the Selkirk Mine first, the payment of the second Selebi instalment of $33,747,500 (USD 25,000,000) would be upon the approval by the Minister of MMRGTES of the Company’s Section 42 and Section 43 applications (for the further extension of the Selkirk mining license and conversion of the Selkirk mining license into an operating license, respectively). For the third Selebi instalment of $40,497,000 (USD 30,000,000), if the Selkirk Mine were to be commissioned earlier than the Selebi Mines, the payment would trigger on the Selkirk Mine’s commission date.   In August 2023, the Company entered into a binding commitment letter with the liquidator of BCL, which is subject to customary final documentation, to acquire a 100% interest in two additional deposits (“Phikwe South” and the “Southeast Extension”) located adjacent to and immediately north of the Selebi North shaft. The impact is to increase the Selebi mining license area. While the remaining historic resources at Phikwe South and the Southeast Extension occur within the expanded Selebi mining license, the amended license intentionally does not include the historic mine workings and infrastructure at these previously-producing properties, and the Company has no liability for historic environmental issues at those sites.   The upfront cost to the Company to acquire these additional mineral properties is $1,349,900 (USD 1,000,000). In addition, the Company agreed to additional work commitments of $6,749,500 (USD 5,000,000) in the aggregate over the next four years. As a result of the extension of the Selebi mining license, the remaining asset purchase obligations of the Company outlined in the original Selebi APA with the liquidator will each increase by 10%, or $7,424,450 (USD 5,500,000) in total, while the trigger events remain unchanged. The existing 2% net smelter royalty (“NSR”) held by the Liquidator with respect to production from the Selebi mining license will also apply to production from these additional deposits, subject to the Company’s existing buy-back right for 50% of the NSR (Note 10). The acquisition of the Phikwe South and the Southeast Extension deposits has not yet closed as at September 30, 2024.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   General Exploration Expenses   Details of the general exploration expenses by nature are presented as follows:   SCHEDULE OF GENERAL EXPLORATION EXPENSES For the nine months ended September 30, 2024:       Selebi $     Selkirk $     Other $     Total $   Site operations and administration     706,303       38,761       128,600       873,664   Care and maintenance     2,218,200       -       -       2,218,200   Geology     2,391,154       335,756       -       2,726,910   Drilling     5,209,401       163,232       -       5,372,633   Geophysics     868,261       31,537       -       899,798   Engineering     6,105,977       30,978       -       6,136,955   Environmental, social and governance     125,096       -       -       125,096   Metallurgy and processing     40,709       26,855       -       67,564   Technical studies     8,322       4,600       -       12,922   Health and safety     119,756       44       -       119,800   Mine re-development     19,195       25,625       -       44,820   Total     17,812,374       657,388       128,600       18,598,362     For the nine months ended September 30, 2023:       Selebi $     Selkirk $     Other $     Total $   Site operations and administration     468,322       41,752       139,782       649,856   Care and maintenance     2,289,013       -       -       2,289,013   Geology     2,392,480       321,270       -       2,713,750   Drilling     1,301,463       6,683       -       1,308,146   Geophysics     1,460,507       17,792       -       1,478,299   Engineering     3,860,973       33,284       -       3,894,257   Environmental, social and governance     187,221       -       -       187,221   Metallurgy and processing     58,632       103,050       -       161,682   Technical studies     21,072       7,650       -       28,722   Health and safety     319,203       -       -       319,203   Water treatment project     46,102       -       -       46,102   Mine re-development     176,506       -       -       176,506   Total     12,581,494       531,481       139,782       13,252,757         Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)

v3.24.3

PROPERTY, PLANT AND EQUIPMENT	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT AND EQUIPMENT	5. PROPERTY, PLANT AND EQUIPMENT   The tables below set out costs and accumulated depreciation and amortization as at September 30, 2024 and December 31, 2023:   SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Cost   Land and Buildings (ROU Assets(1)) $     Exploration Equipment (ROU Assets(1)) $     Exploration Equipment $     Furniture and Fixtures $     Generator $     Vehicles $     Computer and software $     Total $   Balance – December 31, 2022     3,077,420       -       11,973       126,605       31,381       241,884       1,950       3,491,213   Additions     -       1,023,615       4,190,484       65,998       8,557       187,310       585,561       6,061,525   Foreign currency translation     (167,783 )     -       -       (704 )     (1,711 )     (31,162 )     (20,104 )     (221,464 ) Balance – December 31, 2023     2,909,637       1,023,615       4,202,457       191,899       38,227       398,032       567,407       9,331,274   Balance , Cost     2,909,637       1,023,615       4,202,457       191,899       38,227       398,032       567,407       9,331,274   Additions     -       -       4,181       15,111       -       111,629       6,543       137,464   Additions, Cost     -       -       4,181       15,111       -       111,629       6,543       137,464   Foreign currency translation     88,261       -       123,337       3,609       1,160       12,074       35,916       264,357   Foreign currency translation, Cost     88,261       -       123,337       3,609       1,160       12,074       35,916       264,357   Balance – September 30, 2024     2,997,898       1,023,615       4,329,975       210,619       39,387       521,735       609,866       9,733,095   Balance , Cost     2,997,898       1,023,615       4,329,975       210,619       39,387       521,735       609,866       9,733,095     Accumulated Depreciation   Land and Building (ROU1 Assets)     Exploration Equipment (ROU1 Assets)     Exploration Equipment     Furniture and Fixtures     Generator     Vehicles     Computer and software     Total   Balance – December 31, 2022     51,123       -       1,447       1,872       562       39,589       1,950       96,543   Depreciation during the year     119,133       85,301       306,112       14,030       6,212       69,997       143,998       744,783   Foreign currency translation     -       -       -       3,177       1,775       (3,503 )     -       1,449   Balance – December 31, 2023     170,256       85,301       307,559       19,079       8,549       106,083       145,948       842,775   Balance Accumulated Depreciation     170,256       85,301       307,559       19,079       8,549       106,083       145,948       842,775   Depreciation during the period     81,979       155,318       635,096       10,661       5,801       80,025       119,603       1,088,483   Depreciation Accumulated Depreciation     81,979       155,318       635,096       10,661       5,801       80,025       119,603       1,088,483   Foreign currency translation     (1,776 )     953       3,811       776       364       4,739       28,923       37,790   Foreign currency translation Accumulated Depreciation     (1,776 )     953       3,811       776       364       4,739       28,923       37,790   Balance – September 30, 2024     250,459       241,572       946,466       30,516       14,714       190,847       294,474       1,969,048   Balance Accumulated Depreciation     250,459       241,572       946,466       30,516       14,714       190,847       294,474       1,969,048     Carrying Value   Land and Buildings (ROU1 Assets)     Exploration Equipment (ROU1 Assets)     Exploration Equipment     Furniture and Fixtures     Generator     Vehicles     Computer and Software     Total   Balance – December 31, 2023     2,739,381       938,314       3,894,898       172,820       29,678       291,949       421,459       8,488,499   Balance, Carrying Value     2,739,381       938,314       3,894,898       172,820       29,678       291,949       421,459       8,488,499   Balance – September 30, 2024     2,747,439       782,043       3,383,509       180,103       24,673       330,888       315,392       7,764,047   Balance, Carrying Value     2,747,439       782,043       3,383,509       180,103       24,673       330,888       315,392       7,764,047     Note:   (1) Land and Buildings (ROU Assets) contains the Syringa Lodge right-of-use (“ROU”) asset and Exploration Equipment (ROU Assets) contains the drilling equipment supply agreement ROU asset (Note 9).   Additions to property, plant and equipment during the year ended December 31, 2023 included the acquisition of drilling equipment for $1,023,615 through a lease agreement with a drilling company (Note 9) as well as vehicles financed through a local Botswana bank.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)

v3.24.3

TRADE PAYABLES AND ACCRUED LIABILITIES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
TRADE PAYABLES AND ACCRUED LIABILITIES	6. TRADE PAYABLES AND ACCRUED LIABILITIES   A summary of trade payables and accrued liabilities is detailed in the table below: SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES      September 30, 2024 $     December 31, 2023 $                 Amounts due to related parties (Note 12)     24,667       93,795   Trade payables     3,595,882       2,383,196   Accrued liabilities     1,284,086       1,803,155   Total trade payables and accrued liabilities     4,904,635       4,280,146

v3.24.3

TERM LOAN	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
TERM LOAN	7. 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 the Company of $33,999,200. The financing included three concurrent and inter-conditional transactions (collectively the “2023 Financing Transactions”) comprised of an equity offering of units for $16,249,200 (the “Equity Financing”), a three year term loan of $15,000,000 (the “Term Loan”) and option payments of $2,750,000 (the “Option Payment”) to acquire a 0.5% net smelter returns royalty on the Mines in certain circumstances upon payment of further consideration (Note 10).   The Term Loan has a principal amount of $15,000,000 and bears interest at a rate of 10% per annum payable quarterly in arrears. The principal amount of the Term Loan will mature and be payable on June 28, 2026. The obligations of the Company pursuant to the Term Loan are fully and unconditionally guaranteed by each of the Company’s existing and future subsidiaries. The Term Loan is secured by a pledge of all the shares of the Company’s subsidiaries as well as by way of a general security agreement at the parent level and debentures and hypothecations at the subsidiary level. The Term Loan is subject to certain covenants and provisions on events of default, repayments and mandatory prepayments, including:   ● increase in the interest rate payable on the Term Loan to 15% per annum upon the occurrence of an event of default;   ● the Company may prepay all or any portion of the principal amount outstanding with a minimum repayment amount of $500,000 and in an integral multiple of $100,000, together with all accrued and unpaid interest on the principal amount being repaid;   ● if prepayment occurs within one year of the closing date, a prepayment fee in an amount equal to 10% of the principal amount of the Term Loan being prepaid less interest paid or payable on or prior to the date of prepayment attributable to the portion of the Term Loan (“Prepayment Fee”); and   ● 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.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   In connection with the Term Loan, the Company issued an aggregate of 2,000,000, non-transferable common share purchase warrants (the “Non-Transferable Warrants”) to Cymbria. Each Non-Transferable Warrant is exercisable by Cymbria to purchase one Common Share at a cash purchase price of $1.4375 per Common Share until June 28, 2026.   Further, on December 14, 2023, the Company and Cymbria closed an amendment to the terms of their existing Term Loan, increasing the principal amount of the Term Loan by $5,882,353 (the “Additional Principal Amount”) from $15,000,000 to $20,882,353. The Additional Principal Amount was subject to an original issue discount of approximately 15% and was advanced by the lender to the Company as a single advance of $5,000,000. The Additional Principal Amount forms a part of the Term Loan and is on the same terms and conditions applicable to the Term Loan. As consideration for entering into the amended Term Loan, the Company issued an additional 700,000 non-transferable common share purchase warrants (the “Additional Warrants”) to the lender, with each Additional Warrant entitling the lender to acquire one Common Share at a price of $1.4375 per Common Share until June 28, 2026. The shares issued for exercise of the Additional Warrants are subject to a hold period of four months plus a day from the date of issue and the resale rules of applicable securities legislation and policies of the TSXV.   The Company evaluated the amendment of the Term Loan and determined that it qualified as a non-substantial modification under ASC 470. Therefore, a new effective interest rate was determined based on the carrying amount of the original debt instrument, adjusted for the fair value of the Additional Warrants resulting from the modification, and the revised cash flows.   The fair value of the Non-Transferable Warrants and Additional Warrants was estimated at $1,435,350 and $275,961 respectively, using the Black-Scholes Option Pricing Model. At initial closing, the accounting was based on relative fair value under ASC 470, with proceeds and transaction costs allocated between the Term Loan and the Non-Transferrable Warrants. The Non-Transferrable Warrants were allocated $1,352,054, including $83,296 in transaction costs. The Additional Warrants were accounted for as transaction costs for obtaining the Additional Principal Amount. As such, $1,352,054 and $275,961 respectively were recorded in equity.   The fair value of the Non-Transferable Warrants and Additional Warrants was calculated using the following assumptions:   SCHEDULE OF FAIR VALUE OF NON-TRANSFERABLE AND ADDITIONAL WARRANTS     Non-Transferable Warrants     Additional Warrants   Expected dividend yield     0 %     0 % Share price   $ 1.35     $ 1.14   Expected share price volatility     92.06 %     63.54 % Risk free interest rate     4.13 %     3.73 % Expected life of warrant     3 years       2.54 years     The volatility was determined by calculating the historical volatility of stock prices of the Company over the same 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.   The Company used $7,637,329 of the proceeds from the Term Loan to prepay all principal, interest and fees owing by the Company pursuant to the A&R Promissory Note (defined in Note 8) in favour of Pinnacle Island LP.   For the nine months ended September 30, 2024, the Company paid $1,563,324 of interest costs to Cymbria (September 30, 2023 – $390,411).       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   The following is a continuity of the Term Loan:   SCHEDULE OF CONTINUITY OF TERM LOAN     $   Principal amount of the Term Loan     15,000,000   Fair value of the Non-Transferrable Warrants     (1,435,350 ) Term Loan at fair value on issuance, June 28, 2023     13,564,650   Transaction costs     (787,175 ) Accrued interest     390,411   Accretion of warrant value and transaction costs     631,540   Interest paid     (390,411 ) Fair value of Term Loan as of December 14, 2023     13,409,015   Additional principal amount of Term Loan on December 14, 2023     5,882,353   Term Loan issue discount     (882,353 ) Fair value of the Additional Warrants     (275,961 ) Transaction fee for modification     (219,212 ) Fair value of modified Term Loan as of December 14, 2023     17,913,842   Accrued interest     402,981   Accretion of warrant value and transaction costs     42,581   Interest paid     (402,981 ) Term Loan balance, December 31, 2023     17,956,423   Accrued interest     1,563,324   Accretion of warrant value and transaction costs     753,854   Interest paid     (1,563,324 ) Term Loan balance, September 30, 2024     18,710,277     Fort Capital Partners acted as financial advisor to the Company on the debt portion of the 2023 Financing Transactions and was paid cash fees of $375,000 and $147,059, equal to 2.5% of the original principal amount and the Additional Principal Amount, respectively. Legal fees related to the 2023 Financing Transactions totaled $736,067, of which $495,471 was allocated to the original Term Loan. Legal fees of $72,153 associated with the Second A&R Commitment Letter were recorded and amortized over the remaining terms of the Term Loan. As noted above, certain transaction costs in relation to the original principal amounts were allocated to the Non-Transferrable Warrants based on the relative fair value method under ASC 470.

v3.24.3

PROMISSORY NOTE	9 Months Ended
	Sep. 30, 2024
Promissory Note
PROMISSORY NOTE	8. PROMISSORY NOTE   On November 21, 2022, the Company announced a $7,000,000 bridge loan (the “Bridge Loan”) financing from Pinnacle Island LP (the “Lender”). The Bridge Loan financing closed on November 25, 2022 and net proceeds of $6,740,000 were received by the Company (after deducting the commitment fee of $260,000). The Bridge Loan was evidenced by the issuance of a promissory note by the Company to the Lender (the “Promissory Note”). The Promissory Note had a principal amount of $7 million and bore interest at a rate of 10% per annum, calculated monthly and initially payable on February 22, 2023, being the maturity date of the Promissory Note, with a right of the Company to extend the maturity. The Company extended the maturity of the Promissory Note to March 22, 2023.   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 March 22, 2023 to November 24, 2023 (the “Extension”). All other terms of the Promissory Note remained the same. In connection with the Extension and entering into of the A&R Promissory Note, the Company agreed to pay an amendment and restatement fee of $225,000 and issued 350,000 non-transferable common share purchase warrants to the Lender (the “Lender Warrants”). Each Lender Warrant is exercisable to acquire one Common Share of the Company at a price of $1.75 per Common Share for a period of one year from the date of the A&R Promissory Note. In connection with the Extension and issuance of the Lender Warrants, the 119,229 common share purchase warrants previously issued to the Lender in connection with the initial issuance of the Promissory Note were cancelled concurrently with the Extension.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   In connection with the A&R Promissory Note, interest and accretion expense of nil and $682,547 was recorded for the three and nine months ended September 30, 2023, respectively.   The fair value of the liability of the Lender Warrants was estimated at $116,177 using the Black-Scholes Option Pricing Model. The fair value of the Lender Warrants and the amendment and restatement fee of $225,000 was added to the liability of the A&R Promissory Note and amortized over the remaining life of the A&R Promissory Note.   The fair value of the Lender warrants was calculated using the following assumptions:   SCHEDULE OF LENDER WARRANTS     March 17, 2023   Expected dividend yield     0 % Share price   $ 1.40   Expected share price volatility     77.2 % Risk free interest rate     3.49 % Expected life of warrant     1 year     The volatility was determined by calculating the historical volatility of share prices of the Company over one year using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.   On June 28, 2023, the Company repaid the A&R Promissory Note in full, and on March 17, 2024, the Lender Warrants expired unexercised.

v3.24.3

LEASE LIABILITIES	9 Months Ended
	Sep. 30, 2024
Lease Liabilities
LEASE LIABILITIES	9. LEASE LIABILITIES   Syringa Lodge   In July 2022, the Company executed a sales agreement (the “Lodge Agreement”) with Tuli Tourism Pty Ltd. (the “Seller”) for the Syringa Lodge in Botswana.   Pursuant to the Lodge Agreement, the aggregate purchase price payable to the Seller shall be the sum of $3,213,404 (BWP 30,720,000), payable in three installments. A deposit of $482,011 (BWP 4,608,000) was paid in August 2022, and a second installment of $1,306,906 (BWP 13,056,000) was paid in July 2023. On September 12, 2024, the Company paid 50% of the final installment of $653,061 (BWP 6,528,000) with the remaining balance of $665,203 (BWP 6,528,000) due on November 30, 2024. Title of the asset transfers to the Company upon payment of the remaining balance.   In addition to the above purchase price, the Company is required to pay to the Seller an agreed interest amount of 6% per annum on the outstanding balance, accrued and payable monthly. The Company recognized a finance lease for this lease.   Drilling Equipment   In March 2023, the Company entered into a drilling equipment supply agreement (the “Equipment Agreement”) with Forage Fusion Drilling Ltd. (“Forage”) to purchase specific drilling equipment on a “rent to own” basis with the purchase price to be paid in monthly payments.   Pursuant to the Equipment Agreement, the aggregate purchase price payable to Forage is $2,942,000. A deposit of $1,700,000 was paid in March 2023. The balance was payable in twelve equal monthly instalments of $103,500. Based on the stated equipment purchase price of $2,735,000 and monthly installments, the implied interest rate for the arrangement was 35%. The final installment was paid on April 12, 2024 and the equipment is now 100% owned by the Company. The Company recognized a finance lease for this lease.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   The following table presents lease cost and other supplemental lease information:   SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE     September 30, 2024 $     September 30, 2023 $                 Finance lease cost:                 Amortization of right-of-use assets     237,297       126,380   Interest expense on lease liabilities     107,238       233,327   Cash paid for finance lease liabilities     1,043,200       3,602,167

v3.24.3

NSR OPTION	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NSR OPTION	10. NSR OPTION   Concurrently with the closings of the Equity Financing and the Term Loan on June 28, 2023, Cymbria paid an aggregate of $2,750,000 (“Option Payment”) to two subsidiaries of PNRL to acquire a right to participate with such subsidiaries in the exercise of certain contractual rights. The Option Payment was allocated to PNRP and PNGP (defined below) for $2,500,000 and $250,000, respectively.   As the NSR options are exercisable entirely at the discretion of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the option as at September 30, 2024 and December 31, 2023 is nil. The Option payment received in cash was recorded as a non-current liability.   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 2% net smelter returns royalty on the Selebi Mines (the “Selebi NSR”). PNRP has a contractual right to repurchase one-half of the Selebi NSR at a future time on payment by PNRP to the liquidator of $26,998,000 (USD 20,000,000).   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 1% net smelter returns royalty on the Selkirk Mine (the “Selkirk NSR” and together with the Selebi NSR, the “NSRs”). PNGP has a contractual right to repurchase the entirety of the Selkirk NSR at a future time on payment by PNGP to the liquidator of $2,699,800 (USD 2,000,000).   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 0.5% net smelter returns royalty on the applicable property by paying an amount equal to one half of the repurchase price payable by PNRP or PNGP pursuant to the applicable NSR, less the Option Payment paid at closing pursuant to the relevant option agreement among Cymbria and PNRP or PNGP, as applicable. Cymbria has the right to put its options back to PNRP and PNGP in certain circumstances in return for the reimbursement of the applicable portion of the Option Payment.   Under the NSR option purchase agreements, Cymbria could acquire a 0.5% net smelter returns royalty on the Selebi Mines and Selkirk Mine upon payment of $10,937,565 (USD 8,102,500) and $1,093,756 (USD 810,250), respectively.

v3.24.3

SHARE CAPITAL, WARRANTS AND OPTIONS	9 Months Ended
	Sep. 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.   a) Common Shares Issued and Outstanding   During the nine months ended September 30, 2024, 126,259 Common Shares were issued for the net exercise of 278,100 options. No Common Shares were issued from the exercise of options for the nine months ended September 30, 2023. In addition, 36,281,409 Common Shares were issued during the nine months ended September 30, 2024 as a result of the following financing transactions:       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   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 $15,002,999. 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 $12,497,000.   Each Warrant entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance (the “Expiry Date”) at a price of $1.10 per Common Share. If, at any time prior to the Expiry Date, the volume-weighted average trading price of the Common Shares is at least $2.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate the Expiry Date with 30 days’ notice to the Warrant holders.   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 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 (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 issued under the June 2024 Financing, calculated using the Monte Carlo model, was estimated at $12,533,135. 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 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 % Share 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     The volatility was determined by calculating the historical volatility of stock prices of the Company over a 5-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.   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 and (b) issued to the agents 221,448 non-transferable broker warrants of the Company (the “Broker Warrants”). Each Broker Warrant is exercisable to acquire one Common Share at an exercise price of $1.75 per Common Share until February 24, 2025. The fair value of the Broker Warrants was estimated at $167,939 using the Black-Scholes Option Pricing Model. Legal fees related to 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 nine months ended September 30, 2024 and 2023 (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 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 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 share price on the closing date of the Equity Financing times the total number of shares issued.   Fort Capital Partners acted as financial advisor to the Company on the equity portion of the 2023 Financing Transactions and was paid cash fees of $812,460. 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:   SCHEDULE OF FAIR VALUE OF WARRANTS IN CONNECTION WITH FINANCING TRANSACTIONS     February 24, 2023     June 28, 2023   Expected dividend yield     0 %     0 % Share 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 $21,642,393, comprised of a brokered private placement (the “Private Placement”) and amended Term Loan (Note 7). The Private Placement was 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 of the services provided by the Agents under the Private Placement, the Company paid to the Agents an aggregate cash commission of $796,983. In connection with the Private Placement, EdgePoint exercised its participation right in respect of the Private Placement (the “Participation Right”) and subscribed for an aggregate of 1,265,800 Common Shares. EdgePoint was granted the Participation Right pursuant to the terms of a subscription agreement between the Company and EdgePoint dated June 28, 2023.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   b) Warrants   The following summarizes common share purchase warrant activity:   SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY     Nine months ended September 30, 2024     Year ended December 31, 2023       Number Outstanding     Weighted Average Exercise Price ($)     Number Outstanding     Weighted Average Exercise Price ($)   Outstanding, beginning of the year     6,891,099       1.50       1,098,786       1.96   Issued     36,281,409       1.10       6,595,448       1.46   Exercised     -       -       (100,000 )     (1.75 ) Expired     (645,651 )     (2.05 )     (703,135 )     (1.80 ) Outstanding, end of the period     42,526,857       1.15       6,891,099       1.50     At September 30, 2024, the Company had outstanding common share purchase warrants exercisable to acquire Common Shares as follows:  SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING Warrants Outstanding     Expiry Date   Exercise Price ($)   221,448     February 24, 2025     1.75     5,324,000     June 28, 2026     1.44     700,000     June 28, 2026     1.44     20,259,614     June 14, 2029     1.10     16,021,795     June 21, 2029     1.10     42,526,857                 c) Stock Options   The Company has 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 and as approved by the Board of Directors of the Company. The options can be granted for a maximum term of ten years.   The following summarizes the option activity under the Plan:   SCHEDULE OF OPTION ACTIVITY     Nine months ended September 30, 2024     Year ended December 31, 2023       Number Outstanding     Weighted Average Exercise Price ($)     Number Outstanding     Weighted Average Exercise Price ($)   Outstanding, beginning of the year     13,487,921       1.39       10,407,044       1.10   Issued     3,110,000       1.10       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     16,169,821       1.34       13,487,921       1.39         Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   During the nine months ended September 30, 2024, the Company granted an aggregate of 3,110,000 stock options to employees, directors, officers and consultants with a term of five years. The options have an exercise price of $1.10 per Common Share and vest annually in equal thirds beginning on the date of grant.   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.   For the three and nine months ended September 30, 2024, a total of $933,619 (Q3 2023 – Nil) and $1,712,843 (YTD 2023 – Nil), respectively, was recorded as share-based payment expense and credited to additional paid-in capital.   The fair value of stock options granted was determined using the following assumptions:   SCHEDULE OF FAIR VALUE OF STOCK OPTION GRANTED     Nine months ended September 30, 2024     Year ended December 31, 2023   Expected dividend yield     0 %     0 % Expected forfeiture rate     0 %     0 % Expected share price volatility     117.60 %     87.92 % Risk free interest rate     2.91%-3.23%       4.28-4.68%   Expected life of options     2.5-3.5 years       3-4 years     Details of options outstanding as at September 30, 2024 are as follows:   SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING Options Outstanding     Options Exercisable     Expiry Date   Exercise Price ($)     660,000       660,000     February 24, 2025     0.80     240,000       240,000     August 19, 2025     0.45     3,320,100       3,320,000     January 26, 2026     0.39     495,000       495,000     February 25, 2026     1.60     1,185,750       1,185,750     September 29, 2026     0.91     998,794       998,794     October 25, 2026     2.00     2,476,900       2,476,900     January 20, 2027     2.40     3,683,277       1,227,759     August 8, 2028     1.75     3,110,000       1,036,666     August 14, 2029     1.10     16,169,821       11,640,869                 d) DSU Plan   The Company has a deferred share unit plan (the “DSU Plan”) that enables the Company to grant DSUs to eligible non-management directors upon approval by the Board of 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 15th 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.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   The following is a continuity of the DSUs:   SCHEDULE OF DSU GRANTED     Number Outstanding     Market Price (1) ($)     Fair Value ($)   DSUs outstanding at December 31, 2022     200,000       1.49       298,000   Granted     600,951       1.33       798,122   Redeemed     (69,976 )     1.19       (83,527 ) Fair value adjustment     -               (128,114 ) DSUs outstanding at December 31, 2023     730,975       1.21       884,481   Granted     1,116,269       0.79       882,410   Fair value adjustment     -               (473,820 ) DSUs outstanding at September 30, 2024     1,847,244       0.70       1,293,071     Note:   (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 or redemption date.   During the three and nine months ended September 30, 2024, the DSU compensation, net of fair value adjustments, was $164,193 (Q3 2023 - $252,119) and $408,590 (YTD 2023 - $558,524), respectively, and was recorded as share based compensation expense.   The DSUs are classified as a derivative financial liability measured at fair value, with changes in fair 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 September 30, 2024, the Company reassessed the fair value of the DSUs at $1,293,071 and recorded the amount as a DSU liability (December 31, 2023 - $884,481).

v3.24.3

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	12. RELATED PARTY TRANSACTIONS   The following amounts due to related parties are included in trade payables and accrued liabilities (Note 6).   SCHEDULE OF RELATED PARTY TRANSACTIONS     September 30, 2024 $     December 31, 2023 $                 Directors and officers of the Company     24,667       93,795   Other liabilities, current     24,667       93,795     These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.   (a) Related party transactions   As a result of the 2023 Financing Transactions on June 28, 2023 and December 14, 2023, Cymbria and certain other funds managed by EdgePoint (the “Financing Parties”) acquired a total of 16,037,800 Common Shares, representing approximately 10.7% of the Company’s issued and outstanding Common Shares at the time. The Financing Parties also acquired on closing of the 2023 Financing Transactions an aggregate of 6,024,000 warrants with an expiration date of June 28, 2026 and an exercise price of $1.4375 which, if exercised, together with the Common Shares acquired at closing would result in the Financing Parties holding approximately 14.2% of the Common Shares in the aggregate (calculated on a partially-diluted basis). As a result of the 2023 Financing Transactions, the Financing Parties are related parties of the Company.   For the three and nine months ended September 30, 2024, the Company paid interest of $524,912 (Q3 2023 - $390,411) and $1,563,324 (YTD 2023 - $390,411), respectively, to the Financing Parties.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   In connection with the June 2024 Financing, EdgePoint subscribed for 7,692,307 Units at $0.78 per Unit for gross proceeds of approximately $6.0 million. As of September 30, 2024, EdgePoint beneficially owns 23,833,224 Common Shares and 13,716,307 Warrants, representing approximately 12.8% of the issued and outstanding Common Shares (approximately 18.8% on a partially-diluted basis assuming the exercise of all warrants held by EdgePoint). All warrants issued to EdgePoint as part of the June 2024 Financing include customary restrictions providing that EdgePoint will not exercise such number of warrants so as to bring its undiluted share ownership percentage above 20.0% of the Company’s issued and outstanding Common Shares without obtaining the requisite shareholder and TSXV approval.   In connection with the June 2024 Financing, certain insiders of the Company subscribed for an aggregate of 1,389,140 Units for gross proceeds of $1,083,529.   (b) Key management personnel is defined as members of the Board of Directors and senior officers.   Key management compensation was related to the following:               Nine months ended September 30,       2024 $     2023 $   Management fees, salaries and benefits     2,596,401       2,679,450   DSUs granted, net of fair value movements     408,590       558,524   Share-based payment     1,014,619       -   Key management compensation     4,019,610       3,237,974

v3.24.3

FINANCIAL INSTRUMENTS	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
FINANCIAL INSTRUMENTS	13. FINANCIAL INSTRUMENTS   The Company 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 cash equivalents, trade payables and accrued liabilities approximate their fair value due to their short-term nature. Such fair value estimates are not necessarily indicative of the amounts the Company might pay or receive in actual market transactions. The fair value of the DSUs is measured using 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 September 30, 2024 and December 31, 2023, the fair value of cash and cash equivalents and DSUs is based on Level 1 measurements.

v3.24.3

RISK MANAGEMENT	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
RISK MANAGEMENT	14. 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.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   Foreign Currency Exchange Rate Risk   Currency risk is the 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 the United States dollar and Botswana Pula, and consequently is exposed to exchange rate risks. Exchange rate risks are managed by matching levels of foreign currency balances and related obligations and by maintaining operating cash accounts in non-Canadian dollar currencies.   Foreign currency denominated financial assets and liabilities which expose the Company to currency risk are disclosed below. The amounts shown are those reported and translated into CAD at the closing rate.  SCHEDULE OF RISK MANAGEMENT     Short-term exposure     Long-term exposure       USD $     BWP $     BWP $                       September 30, 2024                         Financial assets     1,746,290       1,495,375       70,525,700   Financial liabilities     (1,637,329 )     (2,190,746 )     (1,240,006 ) Total exposure     108,961       (695,371 )     69,285,694         Short-term exposure     Long-term exposure       USD $     BWP $     BWP $                       December 31, 2023                         Financial assets     2,576,180       755,386       54,082,922   Financial liabilities     (501,458 )     (4,851,201 )     (3,508,714 ) Total exposure     2,074,722       (4,095,815 )     50,574,208     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 nine months ended September 30, 2024 and the year ended December 31, 2023, respectively.   If the CAD strengthened against the USD and BWP by 5%, it would have had the following impact:  SENSITIVITY ANALYSIS FOR EFFECT OF FOREIGN CURRENCY CHANGES     Short-term exposure     Long-term exposure       USD $     BWP $     Total $     BWP $   September 30, 2024     5,448       (34,769 )     (29,321 )     3,464,285   December 31, 2023     103,736       (204,791 )     (101,055 )     2,528,710         Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   If the CAD weakened against the USD and BWP by 5%, respectively, it would have had the following impact:       Short-term exposure     Long-term exposure       USD $     BWP $     Total $     BWP $   September 30, 2024     (5,448 )     34,769       29,321       (3,464,285 ) December 31, 2023     (103,736 )     204,791       101,055       (2,528,710 )   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 Company’s credit risk is primarily associated with liquid financial assets. The Company limits exposure to credit risk on liquid financial assets by holding cash and cash equivalents 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 against its annual budget, which forecasts 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 September 30, 2024:  SCHEDULE OF CONTRACTUAL OBLIGATIONS     Less than 1 year $     1 - 2 years $     2 - 5 years $     Total $   Trade payables and accrued liabilities     4,904,635       -       -       4,904,635   Vehicle financing     34,232       136,929       109,309       280,470   Term Loan     2,088,235       22,448,529       -       24,536,764   Lease liabilities     675,181       -       -       675,181         7,702,283       22,585,458       109,309       30,397,050     DSUs liability and provision for leave and severance are not presented in the above liquidity analysis as management considers it is not practical to allocate the amounts into maturity groupings.   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 attempt to issue new shares, restructure or issue new debt. Although the Company has been successful in its past equity capital raises and debt funding, there is no assurance that the Company will be able to continue successfully raising equity capital or debt funding in the same manner in the future.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   The Company is not subject to any externally imposed capital requirements by a regulator or a lending institution.   In the management of capital, the Company includes the components of equity and debt (vehicle financing, lease liabilities and the Term Loan), net of cash.   SCHEDULE OF CAPITAL RISK MANAGEMENT     September 30, 2024 $     December 31, 2023 $   Shareholder’s equity     7,718,897       9,745,686   Vehicle financing     280,470       236,124   Lease liabilities     675,181       1,611,143   Term Loan     18,710,277       17,956,423   Capital Gross Amount     27,384,825       29,549,376   Cash and cash equivalents     (17,358,377 )     (19,245,628 ) Capital Net of Cash     10,026,448       10,303,748

v3.24.3

SEGMENTED INFORMATION	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SEGMENTED INFORMATION	15. SEGMENTED INFORMATION   The Company operates in one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic segments, being Botswana, Barbados and Canada. The Company’s geographic segments are as follows:    SCHEDULE OF INFORMATION ABOUT COMPANY'S GEOGRAPHIC SEGMENTS     September 30, 2024 $     December 31, 2023 $   Current assets                 Canada     16,175,522       15,894,177   Barbados     338,247       104,024   Botswana     4,158,740       4,892,707   Total     20,672,509       20,890,908   Current assets     20,672,509       20,890,908         September 30, 2024 $     December 31, 2023 $   Property, plant and equipment                 Canada     7,481       8,726   Botswana     7,756,566       8,479,773   Total     7,764,047       8,488,499   Property, plant and equipment     7,764,047       8,488,499         September 30, 2024 $     December 31, 2023 $   Exploration and evaluation assets                 Botswana     8,855,512       8,594,798   Exploration and evaluation assets     8,855,512       8,594,798         Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)

v3.24.3

CONTINGENT LIABILITIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
CONTINGENT LIABILITIES	16. CONTINGENT LIABILITIES   There are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred 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 September 30, 2024, 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 the Company’s exploration and development of its projects or future changes in such laws and environmental regulations.

v3.24.3

GENERAL AND ADMINISTRATIVE EXPENSES	9 Months Ended
	Sep. 30, 2024
General And Administrative Expenses
GENERAL AND ADMINISTRATIVE EXPENSES	17. GENERAL AND ADMINISTRATIVE EXPENSES   Details of the general and administrative expenses are presented in the following table:    GENERAL AND ADMINISTRATIVE EXPENSES                               Three months ended     Nine months ended       September 30, 2024 $     September 30, 2023 $     September 30, 2024 $     September 30, 2023 $   Advisory and consultancy     74,005       119,072       251,991       705,956   Filing fees     189,783       25,378       460,485       256,929   General office expenses     508,035       413,145       1,232,215       969,768   Insurance     157,781       170,778       486,456       551,791   Investor relations     185,027       137,392       472,244       422,754   Management fee     670,389       865,446       2,239,889       2,496,109   Professional fees     347,303       21,539       962,827       664,228   Salaries and benefits     181,950       183,390       550,975       183,390   Total     2,314,273       1,936,140       6,657,082       6,250,925     For the nine months ended September 30, 2024, $2,708,304 of the general and administrative expenses relate to management fees, office costs, insurance fees, consulting fees, and various other overhead expenses at the Mines (YTD 2023 - $2,694,115).

v3.24.3

SPARE PARTS	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
SPARE PARTS	18. SPARE PARTS   Details of the movements in relation to spare parts are presented in the following table:   SCHEDULE OF THE MOVEMENTS IN RELATION TO SPARE PARTS     Spare Parts $   As at December 31, 2022     -   Additions     212,135   Utilization     -   As at December 31, 2023     212,135   Additions     1,110,663   Utilization     (120,342 ) Foreign currency translation     (401 ) As at September 30, 2024     1,202,055         Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   Spare parts relate to spares for drilling equipment and underground equipment located at the Mines which are critical for the continued operations of the drilling programs in the event that certain components become worn or inoperable. Spare parts are held in reserve at the mine site and consumed when placed into service.

v3.24.3

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	19. SUBSEQUENT EVENTS   On October 17, 2024, the Company announced that it had granted 1,200,000 options to Altitude Capital Partners Inc. (“Altitude”) in consideration of Altitude’s services. The options will have an exercise price of $1.25 per Common Share for a period of five years from the date of grant and vest in equal monthly tranches of 100,000 options, commencing October 15, 2024 until the earlier of September 15, 2025 and the date the engagement is terminated.   On October 29, 2024, the Company’s restricted share unit plan (the “RSU Plan”) was approved by shareholders at its annual general and special shareholders’ meeting (the “AGSM”). The RSU Plan enables the Company to grant restricted share units (“RSUs”) to eligible participants upon approval by the Board of Directors.   The maximum number of Common Shares that are issuable under the RSU Plan is 5,000,000 Common Shares, provided that the number of Common Shares issuable under the RSU Plan and all other security-based compensation arrangements of the Company and its subsidiaries shall not, in the aggregate, exceed 20% of the number of Common Shares then issued and outstanding. The number and terms of RSUs awarded will be determined by the Board of Directors from time to time.   At the AGSM, shareholders also ratified and approved the prior grant of 1,000,000 RSUs, which were granted based on a market price of $0.76, on August 22, 2024 to certain eligible participants under the RSU Plan. For US GAAP purposes, the grant date is October 29, 2024, being the date that the RSU Plan was approved by shareholders, with the fair value of the RSUs on October 29, 2024 being approximately $600,000 based on a market price of $0.60. The RSU grants are fixed, not subject to vesting conditions other than service, and vest on a three year schedule from the anniversary of the date of grant, with one-third of the RSU grant vesting on each of the first, second and third anniversaries of the date of grant.

v3.24.3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Statement of Compliance	(a) Statement of Compliance   These unaudited condensed interim consolidated financial statements were prepared in accordance with US GAAP for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (“SEC”) for financial information.   Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. The interim period results do not necessary indicate the results that may be expected for any other interim period or for the full fiscal year.
Basis of preparation	(b) Basis of preparation   These unaudited condensed interim consolidated financial statements have been prepared on a going concern basis under the historical cost convention, modified by the revaluation of any financial assets and financial liabilities where applicable. The preparation of consolidated financial statements in conformity with US GAAP 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, 2023.   Operating segments are reported in a manner consistent with the internal reporting used for the audited annual consolidated financial statements. The Company determined that it has one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic segments, which are Canada, Barbados and Botswana (Note 15).   The Company’s presentation currency is Canadian (“CA”) dollars. Reference herein of $ or CAD is to CA dollars, US$ or USD is to United States dollars, and BWP is to Botswana pula.
Basis of consolidation	(c) Basis of consolidation   These unaudited condensed interim consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries as summarized in the table below. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.  SCHEDULE OF ITS WHOLLY-OWNED SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS Name of Entity   Place of Incorporation   Percentage Ownership   Functional Currency   Premium Nickel Resources Ltd.   Ontario, Canada       CAD NAN Exploration Inc.   Ontario, Canada   100   CAD PNR Amalco Ltd.   Ontario, Canada   100   CAD Premium Nickel Resources International Ltd.   Barbados   100   USD PNR Selkirk Group (Barbados) Limited   Barbados   100   USD PNR Selebi (Barbados) Limited   Barbados   100   USD Premium Nickel Group Proprietary Limited   Botswana   100   BWP Premium Nickel Resources Proprietary Limited   Botswana   100   BWP
Use of estimates and judgment	(d) Use of estimates and judgment   The preparation of the unaudited condensed interim consolidated financial statements in accordance with US GAAP requires management to make judgements, estimates and assumptions that affect the implementation of the accounting policies and the recorded amount of assets and liabilities, income, expenses, and disclosure of contingent liabilities. Actual results may differ from these estimates.   Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.       Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   Judgement   Information about judgements made in applying accounting policies that have the most significant effect on the amounts recognized in these consolidated financial statements is the same as disclosed in Note 3 of the consolidated financial statements for the year ended December 31, 2023.   Estimates   Information about assumptions and estimates uncertainties as at September 30, 2024, that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities in the next financial year is the same as disclosed in Note 3 of the consolidated financial statement for the year ended December 31, 2023.

v3.24.3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SCHEDULE OF ITS WHOLLY-OWNED SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS	SCHEDULE OF ITS WHOLLY-OWNED SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS Name of Entity   Place of Incorporation   Percentage Ownership   Functional Currency   Premium Nickel Resources Ltd.   Ontario, Canada       CAD NAN Exploration Inc.   Ontario, Canada   100   CAD PNR Amalco Ltd.   Ontario, Canada   100   CAD Premium Nickel Resources International Ltd.   Barbados   100   USD PNR Selkirk Group (Barbados) Limited   Barbados   100   USD PNR Selebi (Barbados) Limited   Barbados   100   USD Premium Nickel Group Proprietary Limited   Botswana   100   BWP Premium Nickel Resources Proprietary Limited   Botswana   100   BWP

v3.24.3

OTHER RECEIVABLES (Tables)	9 Months Ended
	Sep. 30, 2024
Receivables [Abstract]
SCHEDULE OF OTHER RECEIVABLES	A summary of the Company’s other receivables is detailed in the table below:   SCHEDULE OF OTHER RECEIVABLES     September 30, 2024 $     December 31, 2023 $                 HST paid on purchases     337,715       301,618   VAT paid on purchases     488,775       223,776   Other receivables     -       7,441   Other receivables, net     826,490       532,835

v3.24.3

EXPLORATION AND EVALUATION ASSETS (Tables)	9 Months Ended
	Sep. 30, 2024
Extractive Industries [Abstract]
SCHEDULE OF EXPLORATION AND EVALUATION ASSETS	SCHEDULE OF EXPLORATION AND EVALUATION ASSETS                         Botswana             Selebi $     Selkirk $     Total $                       Balance, December 31, 2022     8,251,518       327,109       8,578,627   Additions     483,883       -       483,883   Foreign currency translation     (449,878 )     (17,834 )     (467,712 ) Balance, December 31, 2023     8,285,523       309,275       8,594,798   Foreign currency translation     251,333       9,381       260,714   Balance, September 30, 2024     8,536,856       318,656       8,855,512
SCHEDULE OF GENERAL EXPLORATION EXPENSES	Details of the general exploration expenses by nature are presented as follows:   SCHEDULE OF GENERAL EXPLORATION EXPENSES For the nine months ended September 30, 2024:       Selebi $     Selkirk $     Other $     Total $   Site operations and administration     706,303       38,761       128,600       873,664   Care and maintenance     2,218,200       -       -       2,218,200   Geology     2,391,154       335,756       -       2,726,910   Drilling     5,209,401       163,232       -       5,372,633   Geophysics     868,261       31,537       -       899,798   Engineering     6,105,977       30,978       -       6,136,955   Environmental, social and governance     125,096       -       -       125,096   Metallurgy and processing     40,709       26,855       -       67,564   Technical studies     8,322       4,600       -       12,922   Health and safety     119,756       44       -       119,800   Mine re-development     19,195       25,625       -       44,820   Total     17,812,374       657,388       128,600       18,598,362     For the nine months ended September 30, 2023:       Selebi $     Selkirk $     Other $     Total $   Site operations and administration     468,322       41,752       139,782       649,856   Care and maintenance     2,289,013       -       -       2,289,013   Geology     2,392,480       321,270       -       2,713,750   Drilling     1,301,463       6,683       -       1,308,146   Geophysics     1,460,507       17,792       -       1,478,299   Engineering     3,860,973       33,284       -       3,894,257   Environmental, social and governance     187,221       -       -       187,221   Metallurgy and processing     58,632       103,050       -       161,682   Technical studies     21,072       7,650       -       28,722   Health and safety     319,203       -       -       319,203   Water treatment project     46,102       -       -       46,102   Mine re-development     176,506       -       -       176,506   Total     12,581,494       531,481       139,782       13,252,757

v3.24.3

PROPERTY, PLANT AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT	The tables below set out costs and accumulated depreciation and amortization as at September 30, 2024 and December 31, 2023:   SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Cost   Land and Buildings (ROU Assets(1)) $     Exploration Equipment (ROU Assets(1)) $     Exploration Equipment $     Furniture and Fixtures $     Generator $     Vehicles $     Computer and software $     Total $   Balance – December 31, 2022     3,077,420       -       11,973       126,605       31,381       241,884       1,950       3,491,213   Additions     -       1,023,615       4,190,484       65,998       8,557       187,310       585,561       6,061,525   Foreign currency translation     (167,783 )     -       -       (704 )     (1,711 )     (31,162 )     (20,104 )     (221,464 ) Balance – December 31, 2023     2,909,637       1,023,615       4,202,457       191,899       38,227       398,032       567,407       9,331,274   Balance , Cost     2,909,637       1,023,615       4,202,457       191,899       38,227       398,032       567,407       9,331,274   Additions     -       -       4,181       15,111       -       111,629       6,543       137,464   Additions, Cost     -       -       4,181       15,111       -       111,629       6,543       137,464   Foreign currency translation     88,261       -       123,337       3,609       1,160       12,074       35,916       264,357   Foreign currency translation, Cost     88,261       -       123,337       3,609       1,160       12,074       35,916       264,357   Balance – September 30, 2024     2,997,898       1,023,615       4,329,975       210,619       39,387       521,735       609,866       9,733,095   Balance , Cost     2,997,898       1,023,615       4,329,975       210,619       39,387       521,735       609,866       9,733,095     Accumulated Depreciation   Land and Building (ROU1 Assets)     Exploration Equipment (ROU1 Assets)     Exploration Equipment     Furniture and Fixtures     Generator     Vehicles     Computer and software     Total   Balance – December 31, 2022     51,123       -       1,447       1,872       562       39,589       1,950       96,543   Depreciation during the year     119,133       85,301       306,112       14,030       6,212       69,997       143,998       744,783   Foreign currency translation     -       -       -       3,177       1,775       (3,503 )     -       1,449   Balance – December 31, 2023     170,256       85,301       307,559       19,079       8,549       106,083       145,948       842,775   Balance Accumulated Depreciation     170,256       85,301       307,559       19,079       8,549       106,083       145,948       842,775   Depreciation during the period     81,979       155,318       635,096       10,661       5,801       80,025       119,603       1,088,483   Depreciation Accumulated Depreciation     81,979       155,318       635,096       10,661       5,801       80,025       119,603       1,088,483   Foreign currency translation     (1,776 )     953       3,811       776       364       4,739       28,923       37,790   Foreign currency translation Accumulated Depreciation     (1,776 )     953       3,811       776       364       4,739       28,923       37,790   Balance – September 30, 2024     250,459       241,572       946,466       30,516       14,714       190,847       294,474       1,969,048   Balance Accumulated Depreciation     250,459       241,572       946,466       30,516       14,714       190,847       294,474       1,969,048     Carrying Value   Land and Buildings (ROU1 Assets)     Exploration Equipment (ROU1 Assets)     Exploration Equipment     Furniture and Fixtures     Generator     Vehicles     Computer and Software     Total   Balance – December 31, 2023     2,739,381       938,314       3,894,898       172,820       29,678       291,949       421,459       8,488,499   Balance, Carrying Value     2,739,381       938,314       3,894,898       172,820       29,678       291,949       421,459       8,488,499   Balance – September 30, 2024     2,747,439       782,043       3,383,509       180,103       24,673       330,888       315,392       7,764,047   Balance, Carrying Value     2,747,439       782,043       3,383,509       180,103       24,673       330,888       315,392       7,764,047     Note:   (1) Land and Buildings (ROU Assets) contains the Syringa Lodge right-of-use (“ROU”) asset and Exploration Equipment (ROU Assets) contains the drilling equipment supply agreement ROU asset (Note 9).

v3.24.3

TRADE PAYABLES AND ACCRUED LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES	A summary of trade payables and accrued liabilities is detailed in the table below: SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES      September 30, 2024 $     December 31, 2023 $                 Amounts due to related parties (Note 12)     24,667       93,795   Trade payables     3,595,882       2,383,196   Accrued liabilities     1,284,086       1,803,155   Total trade payables and accrued liabilities     4,904,635       4,280,146

v3.24.3

TERM LOAN (Tables)	9 Months Ended
	Sep. 30, 2024
Class of Warrant or Right [Line Items]
SCHEDULE OF CONTINUITY OF TERM LOAN	The following is a continuity of the Term Loan:   SCHEDULE OF CONTINUITY OF TERM LOAN     $   Principal amount of the Term Loan     15,000,000   Fair value of the Non-Transferrable Warrants     (1,435,350 ) Term Loan at fair value on issuance, June 28, 2023     13,564,650   Transaction costs     (787,175 ) Accrued interest     390,411   Accretion of warrant value and transaction costs     631,540   Interest paid     (390,411 ) Fair value of Term Loan as of December 14, 2023     13,409,015   Additional principal amount of Term Loan on December 14, 2023     5,882,353   Term Loan issue discount     (882,353 ) Fair value of the Additional Warrants     (275,961 ) Transaction fee for modification     (219,212 ) Fair value of modified Term Loan as of December 14, 2023     17,913,842   Accrued interest     402,981   Accretion of warrant value and transaction costs     42,581   Interest paid     (402,981 ) Term Loan balance, December 31, 2023     17,956,423   Accrued interest     1,563,324   Accretion of warrant value and transaction costs     753,854   Interest paid     (1,563,324 ) Term Loan balance, September 30, 2024     18,710,277
Non Transferable Warrants and Additional Warrants [Member]
Class of Warrant or Right [Line Items]
SCHEDULE OF FAIR VALUE OF NON-TRANSFERABLE AND ADDITIONAL WARRANTS	The fair value of the Non-Transferable Warrants and Additional Warrants was calculated using the following assumptions:   SCHEDULE OF FAIR VALUE OF NON-TRANSFERABLE AND ADDITIONAL WARRANTS     Non-Transferable Warrants     Additional Warrants   Expected dividend yield     0 %     0 % Share price   $ 1.35     $ 1.14   Expected share price volatility     92.06 %     63.54 % Risk free interest rate     4.13 %     3.73 % Expected life of warrant     3 years       2.54 years

v3.24.3

PROMISSORY NOTE (Tables)	9 Months Ended
	Sep. 30, 2024
Lender Warrants [Member]
Class of Warrant or Right [Line Items]
SCHEDULE OF LENDER WARRANTS	The fair value of the Lender warrants was calculated using the following assumptions:   SCHEDULE OF LENDER WARRANTS     March 17, 2023   Expected dividend yield     0 % Share price   $ 1.40   Expected share price volatility     77.2 % Risk free interest rate     3.49 % Expected life of warrant     1 year

v3.24.3

LEASE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2024
Lease Liabilities
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE	The following table presents lease cost and other supplemental lease information:   SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE     September 30, 2024 $     September 30, 2023 $                 Finance lease cost:                 Amortization of right-of-use assets     237,297       126,380   Interest expense on lease liabilities     107,238       233,327   Cash paid for finance lease liabilities     1,043,200       3,602,167

v3.24.3

SHARE CAPITAL, WARRANTS AND OPTIONS (Tables)	9 Months Ended
	Sep. 30, 2024
Class of Warrant or Right [Line Items]
SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY	The following summarizes common share purchase warrant activity:   SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY     Nine months ended September 30, 2024     Year ended December 31, 2023       Number Outstanding     Weighted Average Exercise Price ($)     Number Outstanding     Weighted Average Exercise Price ($)   Outstanding, beginning of the year     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     (645,651 )     (2.05 )     (703,135 )     (1.80 ) Outstanding, end of the period     42,526,857       1.15       6,891,099       1.50
SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING	At September 30, 2024, the Company had outstanding common share purchase warrants exercisable to acquire Common Shares as follows:  SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING Warrants Outstanding     Expiry Date   Exercise Price ($)   221,448     February 24, 2025     1.75     5,324,000     June 28, 2026     1.44     700,000     June 28, 2026     1.44     20,259,614     June 14, 2029     1.10     16,021,795     June 21, 2029     1.10     42,526,857
SCHEDULE OF OPTION ACTIVITY	The following summarizes the option activity under the Plan:   SCHEDULE OF OPTION ACTIVITY     Nine months ended September 30, 2024     Year ended December 31, 2023       Number Outstanding     Weighted Average Exercise Price ($)     Number Outstanding     Weighted Average Exercise Price ($)   Outstanding, beginning of the year     13,487,921       1.39       10,407,044       1.10   Issued     3,110,000       1.10       3,833,277       1.75   Exercised     (278,100 )     (0.86 )     (488,900 )     (0.49 ) Cancelled     (150,000 )     (1.75 )     (263,500 )     (2.40 ) Outstanding, end of the period     16,169,821       1.34       13,487,921       1.39
SCHEDULE OF FAIR VALUE OF STOCK OPTION GRANTED	The fair value of stock options granted was determined using the following assumptions:   SCHEDULE OF FAIR VALUE OF STOCK OPTION GRANTED     Nine months ended September 30, 2024     Year ended December 31, 2023   Expected dividend yield     0 %     0 % Expected forfeiture rate     0 %     0 % Expected share price volatility     117.60 %     87.92 % Risk free interest rate     2.91%-3.23%       4.28-4.68%   Expected life of options     2.5-3.5 years       3-4 years
SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING	Details of options outstanding as at September 30, 2024 are as follows:   SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING Options Outstanding     Options Exercisable     Expiry Date   Exercise Price ($)     660,000       660,000     February 24, 2025     0.80     240,000       240,000     August 19, 2025     0.45     3,320,100       3,320,000     January 26, 2026     0.39     495,000       495,000     February 25, 2026     1.60     1,185,750       1,185,750     September 29, 2026     0.91     998,794       998,794     October 25, 2026     2.00     2,476,900       2,476,900     January 20, 2027     2.40     3,683,277       1,227,759     August 8, 2028     1.75     3,110,000       1,036,666     August 14, 2029     1.10     16,169,821       11,640,869
SCHEDULE OF DSU GRANTED	The following is a continuity of the DSUs:   SCHEDULE OF DSU GRANTED     Number Outstanding     Market Price (1) ($)     Fair Value ($)   DSUs outstanding at December 31, 2022     200,000       1.49       298,000   Granted     600,951       1.33       798,122   Redeemed     (69,976 )     1.19       (83,527 ) Fair value adjustment     -               (128,114 ) DSUs outstanding at December 31, 2023     730,975       1.21       884,481   Granted     1,116,269       0.79       882,410   Fair value adjustment     -               (473,820 ) DSUs outstanding at September 30, 2024     1,847,244       0.70       1,293,071     Note:   (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 or redemption date.
Transferable Warrants [Member]
Class of Warrant or Right [Line Items]
SCHEDULE OF FAIR VALUE OF WARRANTS IN CONNECTION WITH FINANCING TRANSACTIONS	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:   SCHEDULE OF FAIR VALUE OF WARRANTS IN CONNECTION WITH FINANCING TRANSACTIONS     February 24, 2023     June 28, 2023   Expected dividend yield     0 %     0 % Share 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
Monte-Carlo Model [Member]
Class of Warrant or Right [Line Items]
SCHEDULE OF FAIR VALUE OF WARRANTS IN CONNECTION WITH FINANCING TRANSACTIONS	SCHEDULE OF FAIR VALUE OF WARRANTS     June 14, 2024     June 21, 2024   Expected dividend yield     0 %     0 % Share 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

v3.24.3

RELATED PARTY TRANSACTIONS (Tables)	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTIONS	The following amounts due to related parties are included in trade payables and accrued liabilities (Note 6).   SCHEDULE OF RELATED PARTY TRANSACTIONS     September 30, 2024 $     December 31, 2023 $                 Directors and officers of the Company     24,667       93,795   Other liabilities, current     24,667       93,795     Key management compensation was related to the following:               Nine months ended September 30,       2024 $     2023 $   Management fees, salaries and benefits     2,596,401       2,679,450   DSUs granted, net of fair value movements     408,590       558,524   Share-based payment     1,014,619       -   Key management compensation     4,019,610       3,237,974

v3.24.3

RISK MANAGEMENT (Tables)	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
SCHEDULE OF RISK MANAGEMENT	Foreign currency denominated financial assets and liabilities which expose the Company to currency risk are disclosed below. The amounts shown are those reported and translated into CAD at the closing rate.  SCHEDULE OF RISK MANAGEMENT     Short-term exposure     Long-term exposure       USD $     BWP $     BWP $                       September 30, 2024                         Financial assets     1,746,290       1,495,375       70,525,700   Financial liabilities     (1,637,329 )     (2,190,746 )     (1,240,006 ) Total exposure     108,961       (695,371 )     69,285,694         Short-term exposure     Long-term exposure       USD $     BWP $     BWP $                       December 31, 2023                         Financial assets     2,576,180       755,386       54,082,922   Financial liabilities     (501,458 )     (4,851,201 )     (3,508,714 ) Total exposure     2,074,722       (4,095,815 )     50,574,208
SENSITIVITY ANALYSIS FOR EFFECT OF FOREIGN CURRENCY CHANGES	If the CAD strengthened against the USD and BWP by 5%, it would have had the following impact:  SENSITIVITY ANALYSIS FOR EFFECT OF FOREIGN CURRENCY CHANGES     Short-term exposure     Long-term exposure       USD $     BWP $     Total $     BWP $   September 30, 2024     5,448       (34,769 )     (29,321 )     3,464,285   December 31, 2023     103,736       (204,791 )     (101,055 )     2,528,710         Notes to the Unaudited Condensed Interim Consolidated Financial Statements For the three and nine months ended September 30, 2024 and 2023 (Expressed in Canadian dollars)   If the CAD weakened against the USD and BWP by 5%, respectively, it would have had the following impact:       Short-term exposure     Long-term exposure       USD $     BWP $     Total $     BWP $   September 30, 2024     (5,448 )     34,769       29,321       (3,464,285 ) December 31, 2023     (103,736 )     204,791       101,055       (2,528,710 )
SCHEDULE OF CONTRACTUAL OBLIGATIONS	The following table shows the Company’s contractual obligations as at September 30, 2024:  SCHEDULE OF CONTRACTUAL OBLIGATIONS     Less than 1 year $     1 - 2 years $     2 - 5 years $     Total $   Trade payables and accrued liabilities     4,904,635       -       -       4,904,635   Vehicle financing     34,232       136,929       109,309       280,470   Term Loan     2,088,235       22,448,529       -       24,536,764   Lease liabilities     675,181       -       -       675,181         7,702,283       22,585,458       109,309       30,397,050
SCHEDULE OF CAPITAL RISK MANAGEMENT	SCHEDULE OF CAPITAL RISK MANAGEMENT     September 30, 2024 $     December 31, 2023 $   Shareholder’s equity     7,718,897       9,745,686   Vehicle financing     280,470       236,124   Lease liabilities     675,181       1,611,143   Term Loan     18,710,277       17,956,423   Capital Gross Amount     27,384,825       29,549,376   Cash and cash equivalents     (17,358,377 )     (19,245,628 ) Capital Net of Cash     10,026,448       10,303,748

v3.24.3

SEGMENTED INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SCHEDULE OF INFORMATION ABOUT COMPANY'S GEOGRAPHIC SEGMENTS	SCHEDULE OF INFORMATION ABOUT COMPANY'S GEOGRAPHIC SEGMENTS     September 30, 2024 $     December 31, 2023 $   Current assets                 Canada     16,175,522       15,894,177   Barbados     338,247       104,024   Botswana     4,158,740       4,892,707   Total     20,672,509       20,890,908   Current assets     20,672,509       20,890,908         September 30, 2024 $     December 31, 2023 $   Property, plant and equipment                 Canada     7,481       8,726   Botswana     7,756,566       8,479,773   Total     7,764,047       8,488,499   Property, plant and equipment     7,764,047       8,488,499         September 30, 2024 $     December 31, 2023 $   Exploration and evaluation assets                 Botswana     8,855,512       8,594,798   Exploration and evaluation assets     8,855,512       8,594,798

v3.24.3

GENERAL AND ADMINISTRATIVE EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2024
General And Administrative Expenses
GENERAL AND ADMINISTRATIVE EXPENSES	Details of the general and administrative expenses are presented in the following table:    GENERAL AND ADMINISTRATIVE EXPENSES                               Three months ended     Nine months ended       September 30, 2024 $     September 30, 2023 $     September 30, 2024 $     September 30, 2023 $   Advisory and consultancy     74,005       119,072       251,991       705,956   Filing fees     189,783       25,378       460,485       256,929   General office expenses     508,035       413,145       1,232,215       969,768   Insurance     157,781       170,778       486,456       551,791   Investor relations     185,027       137,392       472,244       422,754   Management fee     670,389       865,446       2,239,889       2,496,109   Professional fees     347,303       21,539       962,827       664,228   Salaries and benefits     181,950       183,390       550,975       183,390   Total     2,314,273       1,936,140       6,657,082       6,250,925

v3.24.3

SPARE PARTS (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
SCHEDULE OF THE MOVEMENTS IN RELATION TO SPARE PARTS	Details of the movements in relation to spare parts are presented in the following table:   SCHEDULE OF THE MOVEMENTS IN RELATION TO SPARE PARTS     Spare Parts $   As at December 31, 2022     -   Additions     212,135   Utilization     -   As at December 31, 2023     212,135   Additions     1,110,663   Utilization     (120,342 ) Foreign currency translation     (401 ) As at September 30, 2024     1,202,055

v3.24.3

NATURE OF OPERATIONS AND GOING CONCERN (Details Narrative) - CAD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 12,004,960	$ 7,684,834	$ 31,145,332	$ 22,199,513

v3.24.3

SCHEDULE OF ITS WHOLLY-OWNED SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS (Details)	9 Months Ended
	Sep. 30, 2024
Premium Nickel Resources Ltd [Member]
Place of Incorporation	Ontario, Canada
NAN Exploration Inc [Member]
Place of Incorporation	Ontario, Canada
Percentage Ownership	100.00%
PNR Amalco Ltd [Member]
Place of Incorporation	Ontario, Canada
Percentage Ownership	100.00%
Premium Nickel Resources International Ltd [Member]
Place of Incorporation	Barbados
Percentage Ownership	100.00%
PNR Selkirk Group Barbados Limited [Member]
Place of Incorporation	Barbados
Percentage Ownership	100.00%
PNR Selebi Barbados Limited [Member]
Place of Incorporation	Barbados
Percentage Ownership	100.00%
Premium Nickel Group Proprietary Limited [Member]
Place of Incorporation	Botswana
Percentage Ownership	100.00%
Premium Nickel Resources Proprietary Limited [Member]
Place of Incorporation	Botswana
Percentage Ownership	100.00%

v3.24.3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	9 Months Ended
	Sep. 30, 2024 Segment
Accounting Policies [Abstract]
Number of reportable segments	1
Number of operating segments	3

v3.24.3

SCHEDULE OF OTHER RECEIVABLES (Details) - CAD ($)	Sep. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
HST paid on purchases	$ 337,715	$ 301,618
VAT paid on purchases	488,775	223,776
Other receivables		7,441
Other receivables, net	$ 826,490	$ 532,835

v3.24.3

SCHEDULE OF EXPLORATION AND EVALUATION ASSETS (Details) - CAD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Balance, December 31, 2023	$ 8,594,798	$ 8,578,627
Additions		483,883
Foreign currency translation	260,714	(467,712)
Balance, September 30, 2024	8,855,512	8,594,798
BOTSWANA | Selebi [Member] | Mining Properties and Mineral Rights [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Balance, December 31, 2023	8,285,523	8,251,518
Additions		483,883
Foreign currency translation	251,333	(449,878)
Balance, September 30, 2024	8,536,856	8,285,523
BOTSWANA | Selkrik [Member] | Mining Properties and Mineral Rights [Member]
Oil and Gas, Full Cost Method, Amortization Expense [Line Items]
Balance, December 31, 2023	309,275	327,109
Additions
Foreign currency translation	9,381	(17,834)
Balance, September 30, 2024	$ 318,656	$ 309,275

v3.24.3

SCHEDULE OF GENERAL EXPLORATION EXPENSES (Details) - CAD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Restructuring Cost and Reserve [Line Items]
Total	$ 7,318,600	$ 4,330,412	$ 18,598,362	$ 13,252,757
Site Operations and Administration [Member]
Restructuring Cost and Reserve [Line Items]
Total			873,664	649,856
Care and Maintenance [Member]
Restructuring Cost and Reserve [Line Items]
Total			2,218,200	2,289,013
Geology [Member]
Restructuring Cost and Reserve [Line Items]
Total			2,726,910	2,713,750
Drilling [Member]
Restructuring Cost and Reserve [Line Items]
Total			5,372,633	1,308,146
Geophysics [Member]
Restructuring Cost and Reserve [Line Items]
Total			899,798	1,478,299
Engineering [Member]
Restructuring Cost and Reserve [Line Items]
Total			6,136,955	3,894,257
Environmental, Social and Governance [Member]
Restructuring Cost and Reserve [Line Items]
Total			125,096	187,221
Metallurgy and Processing [Member]
Restructuring Cost and Reserve [Line Items]
Total			67,564	161,682
Technical Studies [Member]
Restructuring Cost and Reserve [Line Items]
Total			12,922	28,722
Health and Safety [Member]
Restructuring Cost and Reserve [Line Items]
Total			119,800	319,203
Mine Re-Development [Member]
Restructuring Cost and Reserve [Line Items]
Total			44,820	176,506
Water Treatment Project [Member]
Restructuring Cost and Reserve [Line Items]
Total				46,102
Selebi [Member]
Restructuring Cost and Reserve [Line Items]
Total			17,812,374	12,581,494
Selebi [Member] | Site Operations and Administration [Member]
Restructuring Cost and Reserve [Line Items]
Total			706,303	468,322
Selebi [Member] | Care and Maintenance [Member]
Restructuring Cost and Reserve [Line Items]
Total			2,218,200	2,289,013
Selebi [Member] | Geology [Member]
Restructuring Cost and Reserve [Line Items]
Total			2,391,154	2,392,480
Selebi [Member] | Drilling [Member]
Restructuring Cost and Reserve [Line Items]
Total			5,209,401	1,301,463
Selebi [Member] | Geophysics [Member]
Restructuring Cost and Reserve [Line Items]
Total			868,261	1,460,507
Selebi [Member] | Engineering [Member]
Restructuring Cost and Reserve [Line Items]
Total			6,105,977	3,860,973
Selebi [Member] | Environmental, Social and Governance [Member]
Restructuring Cost and Reserve [Line Items]
Total			125,096	187,221
Selebi [Member] | Metallurgy and Processing [Member]
Restructuring Cost and Reserve [Line Items]
Total			40,709	58,632
Selebi [Member] | Technical Studies [Member]
Restructuring Cost and Reserve [Line Items]
Total			8,322	21,072
Selebi [Member] | Health and Safety [Member]
Restructuring Cost and Reserve [Line Items]
Total			119,756	319,203
Selebi [Member] | Mine Re-Development [Member]
Restructuring Cost and Reserve [Line Items]
Total			19,195	176,506
Selebi [Member] | Water Treatment Project [Member]
Restructuring Cost and Reserve [Line Items]
Total				46,102
Selkirk [Member]
Restructuring Cost and Reserve [Line Items]
Total			657,388	531,481
Selkirk [Member] | Site Operations and Administration [Member]
Restructuring Cost and Reserve [Line Items]
Total			38,761	41,752
Selkirk [Member] | Care and Maintenance [Member]
Restructuring Cost and Reserve [Line Items]
Total
Selkirk [Member] | Geology [Member]
Restructuring Cost and Reserve [Line Items]
Total			335,756	321,270
Selkirk [Member] | Drilling [Member]
Restructuring Cost and Reserve [Line Items]
Total			163,232	6,683
Selkirk [Member] | Geophysics [Member]
Restructuring Cost and Reserve [Line Items]
Total			31,537	17,792
Selkirk [Member] | Engineering [Member]
Restructuring Cost and Reserve [Line Items]
Total			30,978	33,284
Selkirk [Member] | Environmental, Social and Governance [Member]
Restructuring Cost and Reserve [Line Items]
Total
Selkirk [Member] | Metallurgy and Processing [Member]
Restructuring Cost and Reserve [Line Items]
Total			26,855	103,050
Selkirk [Member] | Technical Studies [Member]
Restructuring Cost and Reserve [Line Items]
Total			4,600	7,650
Selkirk [Member] | Health and Safety [Member]
Restructuring Cost and Reserve [Line Items]
Total			44
Selkirk [Member] | Mine Re-Development [Member]
Restructuring Cost and Reserve [Line Items]
Total			25,625
Selkirk [Member] | Water Treatment Project [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member]
Restructuring Cost and Reserve [Line Items]
Total			128,600	139,782
Other [Member] | Site Operations and Administration [Member]
Restructuring Cost and Reserve [Line Items]
Total			128,600	139,782
Other [Member] | Care and Maintenance [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Geology [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Drilling [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Geophysics [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Engineering [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Environmental, Social and Governance [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Metallurgy and Processing [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Technical Studies [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Health and Safety [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Mine Re-Development [Member]
Restructuring Cost and Reserve [Line Items]
Total
Other [Member] | Water Treatment Project [Member]
Restructuring Cost and Reserve [Line Items]
Total

v3.24.3

EXPLORATION AND EVALUATION ASSETS (Details Narrative)			1 Months Ended		9 Months Ended	10 Months Ended		17 Months Ended
	Aug. 31, 2023 USD ($)	Sep. 28, 2021	Sep. 30, 2021 USD ($)	Sep. 30, 2021 CAD ($)	Sep. 30, 2024	Jan. 31, 2022 USD ($)	Jan. 31, 2022 CAD ($)	Aug. 31, 2022 USD ($)	Aug. 31, 2022 CAD ($)	Aug. 31, 2023 CAD ($)
Asset Acquisition [Line Items]
Percentage of acquired in two additional deposits	100.00%
Acquisition cost of additional properties	$ 1,000,000									$ 1,349,900
Asset acquisition description					In addition, the Company agreed to additional work commitments of $6,749,500 (USD 5,000,000) in the aggregate over the next four years. As a result of the extension of the Selebi mining license, the remaining asset purchase obligations of the Company outlined in the original Selebi APA with the liquidator will each increase by 10%, or $7,424,450 (USD 5,500,000) in total, while the trigger events remain unchanged. The existing 2% net smelter royalty (“NSR”) held by the Liquidator with respect to production from the Selebi mining license will also apply to production from these additional deposits, subject to the Company’s existing buy-back right for 50% of the NSR (Note 10). The acquisition of the Phikwe South and the Southeast Extension deposits has not yet closed as at September 30, 2024.
Selebi [Member]
Asset Acquisition [Line Items]
Number of installments		three
Acqusition cost						$ 5,178,747	$ 6,164,688
Threshold period for payment			4 years	4 years
Selebi [Member] | First Instalment [Member]
Asset Acquisition [Line Items]
Instalment amount to be paid			$ 1,750,000	$ 2,086,830
Paid instalment amount						$ 1,750,000	$ 2,086,830
Selebi [Member] | Second Instalment [Member]
Asset Acquisition [Line Items]
Instalment amount to be paid			25,000,000	33,747,500				$ 25,000,000	$ 33,747,500
Selebi [Member] | Third Instalment [Member]
Asset Acquisition [Line Items]
Instalment amount to be paid			30,000,000	40,497,000				30,000,000	40,497,000
Selkirk [Member]
Asset Acquisition [Line Items]
Acqusition cost								$ 244,954	$ 327,109
Selebi APA [Member]
Asset Acquisition [Line Items]
Aggregate purchase price payable			$ 56,750,000	$ 76,862,200

v3.24.3

SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - CAD ($)		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Balance , Cost				$ 9,331,274	$ 3,491,213	$ 3,491,213
Additions, Cost				137,464		6,061,525
Foreign currency translation, Cost				264,357		(221,464)
Balance , Cost		$ 9,733,095		9,733,095		9,331,274
Balance Accumulated Depreciation				842,775	96,543	96,543
Depreciation Accumulated Depreciation		354,581	$ 151,500	1,088,483	241,260	744,783
Foreign currency translation Accumulated Depreciation				37,790		1,449
Balance Accumulated Depreciation		1,969,048		1,969,048		842,775
Balance, Carrying Value				8,488,499
Balance, Carrying Value		7,764,047		7,764,047		8,488,499
Land And Buildings Right Of Use Assets [Member]
Property, Plant and Equipment [Line Items]
Balance , Cost				2,909,637	3,077,420	3,077,420
Additions, Cost
Foreign currency translation, Cost				88,261		(167,783)
Balance , Cost		2,997,898		2,997,898		2,909,637
Balance Accumulated Depreciation	[1]			170,256	51,123	51,123
Depreciation Accumulated Depreciation	[1]			81,979		119,133
Foreign currency translation Accumulated Depreciation	[1]			(1,776)
Balance Accumulated Depreciation	[1]	250,459		250,459		170,256
Balance, Carrying Value	[1]			2,739,381
Balance, Carrying Value	[1]	2,747,439		2,747,439		2,739,381
Exploration Equipment Right Of Use Assets [Member]
Property, Plant and Equipment [Line Items]
Balance , Cost				1,023,615
Additions, Cost						1,023,615
Foreign currency translation, Cost
Balance , Cost		1,023,615		1,023,615		1,023,615
Balance Accumulated Depreciation	[1]			85,301
Depreciation Accumulated Depreciation	[1]			155,318		85,301
Foreign currency translation Accumulated Depreciation	[1]			953
Balance Accumulated Depreciation	[1]	241,572		241,572		85,301
Balance, Carrying Value	[1]			938,314
Balance, Carrying Value	[1]	782,043		782,043		938,314
Exploration and Production Equipment [Member]
Property, Plant and Equipment [Line Items]
Balance , Cost				4,202,457	11,973	11,973
Additions, Cost				4,181		4,190,484
Foreign currency translation, Cost				123,337
Balance , Cost		4,329,975		4,329,975		4,202,457
Balance Accumulated Depreciation				307,559	1,447	1,447
Depreciation Accumulated Depreciation				635,096		306,112
Foreign currency translation Accumulated Depreciation				3,811
Balance Accumulated Depreciation		946,466		946,466		307,559
Balance, Carrying Value				3,894,898
Balance, Carrying Value		3,383,509		3,383,509		3,894,898
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Balance , Cost				191,899	126,605	126,605
Additions, Cost				15,111		65,998
Foreign currency translation, Cost				3,609		(704)
Balance , Cost		210,619		210,619		191,899
Balance Accumulated Depreciation				19,079	1,872	1,872
Depreciation Accumulated Depreciation				10,661		14,030
Foreign currency translation Accumulated Depreciation				776		3,177
Balance Accumulated Depreciation		30,516		30,516		19,079
Balance, Carrying Value				172,820
Balance, Carrying Value		180,103		180,103		172,820
Electric Generation Equipment [Member]
Property, Plant and Equipment [Line Items]
Balance , Cost				38,227	31,381	31,381
Additions, Cost						8,557
Foreign currency translation, Cost				1,160		(1,711)
Balance , Cost		39,387		39,387		38,227
Balance Accumulated Depreciation				8,549	562	562
Depreciation Accumulated Depreciation				5,801		6,212
Foreign currency translation Accumulated Depreciation				364		1,775
Balance Accumulated Depreciation		14,714		14,714		8,549
Balance, Carrying Value				29,678
Balance, Carrying Value		24,673		24,673		29,678
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Balance , Cost				398,032	241,884	241,884
Additions, Cost				111,629		187,310
Foreign currency translation, Cost				12,074		(31,162)
Balance , Cost		521,735		521,735		398,032
Balance Accumulated Depreciation				106,083	39,589	39,589
Depreciation Accumulated Depreciation				80,025		69,997
Foreign currency translation Accumulated Depreciation				4,739		(3,503)
Balance Accumulated Depreciation		190,847		190,847		106,083
Balance, Carrying Value				291,949
Balance, Carrying Value		330,888		330,888		291,949
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Balance , Cost				567,407	1,950	1,950
Additions, Cost				6,543		585,561
Foreign currency translation, Cost				35,916		(20,104)
Balance , Cost		609,866		609,866		567,407
Balance Accumulated Depreciation				145,948	$ 1,950	1,950
Depreciation Accumulated Depreciation				119,603		143,998
Foreign currency translation Accumulated Depreciation				28,923
Balance Accumulated Depreciation		294,474		294,474		145,948
Balance, Carrying Value				421,459
Balance, Carrying Value		$ 315,392		$ 315,392		$ 421,459
[1] Land and Buildings (ROU Assets) contains the Syringa Lodge right-of-use (“ROU”) asset and Exploration Equipment (ROU Assets) contains the drilling equipment supply agreement ROU asset (Note 9).

v3.24.3

PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - CAD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Purchase of drilling equipment	$ 137,464	$ 6,061,525
Equipment [Member]
Property, Plant and Equipment [Line Items]
Purchase of drilling equipment		$ 1,023,615

v3.24.3

SCHEDULE OF TRADE PAYABLES AND ACCRUED LIABILITIES (Details) - CAD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Amounts due to related parties (Note 12)	$ 24,667	$ 93,795
Trade payables	3,595,882	2,383,196
Accrued liabilities	1,284,086	1,803,155
Total trade payables and accrued liabilities	$ 4,904,635	$ 4,280,146

v3.24.3

SCHEDULE OF FAIR VALUE OF NON-TRANSFERABLE AND ADDITIONAL WARRANTS (Details)	Jun. 21, 2024	Jun. 14, 2024	Dec. 14, 2023	Jun. 28, 2023
Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	0	0
Measurement Input, Share Price [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	0.84	0.81
Measurement Input, Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	83.71	83.17
Measurement Input, Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	3.30	3.23
Measurement Input, Expected Term [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	5	5
Non Transferable Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input				0
Non Transferable Warrants [Member] | Measurement Input, Share Price [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input				1.35
Non Transferable Warrants [Member] | Measurement Input, Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input				0.9206
Non Transferable Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input				0.0413
Non Transferable Warrants [Member] | Measurement Input, Expected Term [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input				3 years
Additional Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			0
Additional Warrants [Member] | Measurement Input, Share Price [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			1.14
Additional Warrants [Member] | Measurement Input, Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			0.6354
Additional Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			0.0373
Additional Warrants [Member] | Measurement Input, Expected Term [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			2 years 6 months 14 days

v3.24.3

SCHEDULE OF CONTINUITY OF TERM LOAN (Details) - CAD ($)			9 Months Ended
	Dec. 14, 2023	Jun. 28, 2023	Sep. 30, 2024	Jun. 21, 2024
Short-Term Debt [Line Items]
Fair value of the attached warrants				$ (1,087,755)
Term Loan [Member]
Short-Term Debt [Line Items]
Principal amount of the Term Loan	$ 20,882,353	$ 15,000,000
Fair value of the attached warrants	(275,961)	(1,435,350)
Term Loan balance	17,913,842	13,564,650	$ 17,956,423
Transaction costs		(787,175)
Accrued interest	402,981	390,411	1,563,324
Accretion of warrant value and transaction costs	42,581	631,540	753,854
Interest paid	(402,981)	$ (390,411)	(1,563,324)
Fair value of loan	13,409,015
Additional principal amount of loan	5,882,353
Loan issue discount	(882,353)
Transaction fee for modification	$ (219,212)
Term Loan balance			$ 18,710,277

v3.24.3

TERM LOAN (Details Narrative)			9 Months Ended
	Dec. 14, 2023 CAD ($) $ / shares shares	Jun. 28, 2023 CAD ($) Integer $ / shares shares	Sep. 30, 2024 CAD ($)	Sep. 30, 2023 CAD ($)	Jun. 21, 2024 CAD ($) $ / shares shares
Short-Term Debt [Line Items]
Gross proceeds		$ 33,999,200
Number of transactions in financing | Integer		3
Equity offering units		$ 16,249,200	$ 27,499,999	$ 23,814,272
Option payments		$ 2,750,000
Issued an additional shares | shares					1,025,000
Shares price | $ / shares					$ 1.10
Issuance of debt				14,625,000
Issued an additional shares					$ 1,087,755
Warrants allocated				1,468,231
Proceeds from the Term Loan				7,000,000
Interest cost			1,563,324	$ 390,411
Fort Capital Partners [Member]
Short-Term Debt [Line Items]
Transaction cash fees			375,000
Additional transaction cash fees			$ 147,059
Original principal			2.50%
Legal fees			$ 736,067
Non Transferable Warrants [Member]
Short-Term Debt [Line Items]
Issued an additional shares | shares		2,000,000
Shares price | $ / shares		$ 1.4375
Issued an additional shares		$ 1,435,350
Warrants allocated		1,352,054
Transaction costs		$ 83,296
Additional Warrants [Member]
Short-Term Debt [Line Items]
Issued an additional shares | shares	700,000
Shares price | $ / shares	$ 1.4375
Issued an additional shares	$ 275,961
Warrants allocated	275,961
Term Loan [Member]
Short-Term Debt [Line Items]
Debt instrument term		3 years
Principal amount	20,882,353	$ 15,000,000
Return royality percentage		0.50%
Debt interest percentage		10.00%
Debt interest rate increase		15.00%
Debt repayment amount		$ 500,000
Debt integral unpaid amount		$ 100,000
Debt instrument description		if prepayment occurs within one year of the closing date, a prepayment fee in an amount equal to 10% of the principal amount of the Term Loan being prepaid less interest paid or payable on or prior to the date of prepayment attributable to the portion of the Term Loan
Additional amount	$ 5,882,353
Issuance of debt	15.00%
Issuance of debt	$ 5,000,000
Issued an additional shares	$ 275,961	$ 1,435,350
Legal fees			495,471
Amended And Restated Promissory Note [Member]
Short-Term Debt [Line Items]
Proceeds from the Term Loan			7,637,329
Legal fees			$ 72,153

v3.24.3

SCHEDULE OF LENDER WARRANTS (Details)	Jun. 21, 2024	Jun. 14, 2024	Mar. 17, 2023
Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	0	0
Measurement Input, Share Price [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	0.84	0.81
Measurement Input, Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	83.71	83.17
Measurement Input, Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	3.30	3.23
Measurement Input, Expected Term [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input	5	5
Lender Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			0
Lender Warrants [Member] | Measurement Input, Share Price [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			1.40
Lender Warrants [Member] | Measurement Input, Price Volatility [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			77.2
Lender Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			3.49
Lender Warrants [Member] | Measurement Input, Expected Term [Member]
Class of Warrant or Right [Line Items]
Warrants and rights outstanding measurement input			1 year

v3.24.3

PROMISSORY NOTE (Details Narrative) - CAD ($)			3 Months Ended	9 Months Ended
	Mar. 17, 2023	Nov. 21, 2022	Sep. 30, 2024	Sep. 30, 2024	Jun. 21, 2024
Short-Term Debt [Line Items]
Non-transferable common share purchase warrants					1,025,000
Exercise price					$ 1.10
Warrants					$ 1,087,755
Bridge Loan Promissory Note [Member]
Short-Term Debt [Line Items]
Principal amount		$ 7,000,000
Notes payable		6,740,000
Commitment fees		$ 260,000
Interest rate		10.00%
Amended And Restated Promissory Note [Member] | Lender Warrants [Member]
Short-Term Debt [Line Items]
Amendment and restatement fee	$ 225,000		$ 225,000	$ 225,000
Non-transferable common share purchase warrants	350,000
Exercise price	$ 1.75
Common share purchase warrants	119,229
Accretion expense				682,547
Warrants			$ 116,177	$ 116,177

v3.24.3

SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE (Details) - CAD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Lease Liabilities
Amortization of right-of-use assets	$ 237,297	$ 126,380
Interest expense on lease liabilities	107,238	233,327
Cash paid for finance lease liabilities	$ 1,043,200	$ 3,602,167

v3.24.3

LEASE LIABILITIES (Details Narrative)					1 Months Ended							9 Months Ended	12 Months Ended
	Nov. 30, 2024 CAD ($)	Nov. 30, 2024 BWP (P)	Sep. 12, 2024 CAD ($)	Sep. 12, 2024 BWP (P)	Jul. 31, 2023 CAD ($)	Jul. 31, 2023 BWP (P)	Mar. 31, 2023 CAD ($)	Aug. 31, 2022 CAD ($)	Aug. 31, 2022 BWP (P)	Jul. 31, 2022 CAD ($)	Jul. 31, 2022 BWP (P)	Sep. 30, 2024 CAD ($)	Dec. 31, 2023 CAD ($)
Property, Plant and Equipment [Line Items]
Lease paid percentage			50.00%	50.00%
Interest rate												6.00%
Purchase price												$ 137,464	$ 6,061,525
Finance Leased Asset Building [Member]
Property, Plant and Equipment [Line Items]
Aggregate purchase price payable										$ 3,213,404	P 30,720,000
Deposit								$ 482,011	P 4,608,000
Purchase price payable			$ 653,061	P 6,528,000	$ 1,306,906	P 13,056,000
Finance Leased Asset Building [Member] | Subsequent Event [Member]
Property, Plant and Equipment [Line Items]
Purchase price payable	$ 665,203	P 6,528,000
Finance Leased Asset Drilling Equipment [Member]
Property, Plant and Equipment [Line Items]
Aggregate purchase price payable							$ 2,942,000
Deposit							$ 1,700,000
Interest rate							35.00%
Payable							$ 103,500
Purchase price							$ 2,735,000

v3.24.3

NSR OPTION (Details Narrative)		9 Months Ended
	Jun. 28, 2023 CAD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 CAD ($)	Dec. 31, 2023 CAD ($)	Aug. 31, 2022 USD ($)	Aug. 31, 2022 CAD ($)	Jan. 31, 2022 USD ($)	Jan. 31, 2022 CAD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Option payment	$ 2,750,000
Cymbria [Member] | Selebi Mines And Selkirk Mine [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royality percentage			0.50%
Cymbria [Member] | Selebi Mines [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Mine payments		$ 8,102,500	$ 10,937,565
Cymbria [Member] | Selkirk Mine [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Mine payments		$ 810,250	$ 1,093,756
Premium Nickel Group Proprietary Limited [Member] | Cymbria [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royality percentage			0.50%
Contractual Rights Option Arrangement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Option payment	2,750,000
Contractual Rights Option Arrangement [Member] | Cymbria [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Fair value of call option
Contractual Rights Option Arrangement [Member] | Premium Nickel Resources Proprietary Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Option payment	2,500,000
Contractual Rights Option Arrangement [Member] | Premium Nickel Group Proprietary Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Option payment	$ 250,000
Selebi Net Smelter Return [Member] | Premium Nickel Resources Proprietary Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royality percentage							2.00%	2.00%
Repayment future time payment							$ 20,000,000	$ 26,998,000
Selkirk Net Smelter Return [Member] | Premium Nickel Group Proprietary Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royality percentage					1.00%	1.00%
Repayment future time payment					$ 2,000,000	$ 2,699,800

v3.24.3

SCHEDULE OF FAIR VALUE OF WARRANTS (Details)	Jun. 21, 2024	Jun. 14, 2024
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0	0
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	0.84	0.81
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	83.71	83.17
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	3.30	3.23
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input	5	5

v3.24.3

SCHEDULE OF FAIR VALUE OF WARRANTS IN CONNECTION WITH FINANCING TRANSACTIONS (Details) - Non Transferable Broker Warrants [Member] - $ / shares	Jun. 28, 2023	Feb. 24, 2023
Class of Warrant or Right [Line Items]
Expected dividend yield	0.00%	0.00%
Stock price	$ 1.35	$ 1.73
Expected share price volatility	92.06%	77.52%
Risk free interest rate	4.13%	4.28%
Expected dividend yield	3 years	2 years

v3.24.3

SUMMARY OF COMMON SHARE PURCHASE WARRANT ACTIVITY (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Outstanding, beginning of the period	6,891,099	1,098,786
Outstanding, weighted average exercise price	$ 1.50	$ 1.96
Issued	36,281,409	6,595,448
Issued, weighted average exercise price	$ 1.10	$ 1.46
Exercised		(100,000)
Exercised, weighted average exercise price		$ (1.75)
Expired	(645,651)	(703,135)
Expired, weighted average exercise price	$ (2.05)	$ (1.80)
Outstanding, end of the period	42,526,857	6,891,099
Outstanding, weighted average exercise price	$ 1.15	$ 1.50

v3.24.3

SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING (Details) - $ / shares	Sep. 30, 2024	Jun. 21, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	42,526,857
Warrant exercise price		$ 1.10
Warrants Expiry Date February 24 2025 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	221,448
Warrant exercise price	$ 1.75
Warrants Expiry Date June 28 2026 One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	5,324,000
Warrant exercise price	$ 1.44
Warrants Expiry Date June 28 2026 Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	700,000
Warrant exercise price	$ 1.44
Warrants Expiry Date June 14 2029 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	20,259,614
Warrant exercise price	$ 1.10
Warrants Expiry Date June 21 2029 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants Outstanding	16,021,795
Warrant exercise price	$ 1.10

v3.24.3

SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercised	(278,100)
Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding, beginning of the period	13,487,921	10,407,044
Outstanding, weighted average exercise price	$ 1.39	$ 1.10
Issued	3,110,000	3,833,277
Issued, weighted average exercise price	$ 1.10	$ 1.75
Exercised	(278,100)	(488,900)
Exercised, weighted average exercise price	$ (0.86)	$ (0.49)
Expired	(150,000)	(263,500)
Expired, weighted average exercise price	$ (1.75)	$ (2.40)
Outstanding, end of the period	16,169,821	13,487,921
Outstanding, weighted average exercise price	$ 1.34	$ 1.39

v3.24.3

SCHEDULE OF FAIR VALUE OF STOCK OPTION GRANTED (Details) - Stock Option Plan [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Expected forfeiture rate	0.00%	0.00%
Expected share price volatility	117.60%	87.92%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	2.91%	4.28%
Expected life of options	2 years 6 months	3 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	3.23%	4.68%
Expected life of options	3 years 6 months	4 years

v3.24.3

SCHEDULE OF DETAILS OF OPTIONS OUTSTANDING (Details) - Stock Option Plan [Member] - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	16,169,821	13,487,921	10,407,044
Options Exercisable	11,640,869
Options With Expiry Date February 24 2025 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	660,000
Options Exercisable	660,000
Exercise Price	$ 0.80
Options With Expiry Date August 19 2025 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	240,000
Options Exercisable	240,000
Exercise Price	$ 0.45
Options With Expiry Date January 26 2026 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	3,320,100
Options Exercisable	3,320,000
Exercise Price	$ 0.39
Options With Expiry Date February 25 2026 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	495,000
Options Exercisable	495,000
Exercise Price	$ 1.60
Options With Expiry Date September 29 2026 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	1,185,750
Options Exercisable	1,185,750
Exercise Price	$ 0.91
Options With Expiry Date October 25 2026 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	998,794
Options Exercisable	998,794
Exercise Price	$ 2.00
Options With Expiry Date January 20 2027 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	2,476,900
Options Exercisable	2,476,900
Exercise Price	$ 2.40
Options With Expiry Date August 8 2028 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	3,683,277
Options Exercisable	1,227,759
Exercise Price	$ 1.75
Options With Expiry Date August 14 2029 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options Outstanding	3,110,000
Options Exercisable	1,036,666
Exercise Price	$ 1.10

v3.24.3

SCHEDULE OF DSU GRANTED (Details) - CAD ($)		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Fair value movement of deferred shares units		$ 153,304	$ (36,355)	$ 473,820	$ 5,476
Deferred Share Unit Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
DSUs outstanding at the beginning shares				730,975	200,000	200,000
DSUs outstanding at the beginning	[1]			$ 1.21	$ 1.49	$ 1.49
DSUs outstanding at the beginning				$ 884,481	$ 298,000	$ 298,000
Granted				1,116,269		600,951
Granted	[1]			$ 0.79		$ 1.33
Granted				$ 882,410		$ 798,122
Redeemed						(69,976)
Redeemed	[1]					$ 1.19
Redeemed						$ (83,527)
Fair value movement of deferred shares units
Fair value movement of deferred shares units				$ (473,820)		$ (128,114)
DSUs outstanding at the ending shares		1,847,244		1,847,244		730,975
DSUs outstanding at the ending	[1]	$ 0.70		$ 0.70		$ 1.21
DSUs outstanding at the ending		$ 1,293,071		$ 1,293,071		$ 884,481
[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 or redemption date.

v3.24.3

SHARE CAPITAL, WARRANTS AND OPTIONS (Details Narrative) - CAD ($)					3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 21, 2024	Dec. 14, 2023	Jun. 28, 2023	Feb. 24, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jun. 14, 2024
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares, shares authorized							Unlimited		Unlimited
Preferred stock, shares authorized					100,000,000		100,000,000
Exercise of options							278,100
Warrant exercise price	$ 1.10
Share price	$ 2.00
Class of warrant or right redemption of warrants or rights threshold trading days	20 days
Class of warrant or right redemption of warrants or rights threshold consecutive trading days	30 days
Issuance of warrants,shares	1,025,000
Advisory fee	$ 250,000
Fair value of warrants	12,533,135
Proceeds from shares and warrants	27,499,999
Share issuance costs	250,000
Issuance of warrants,shares	$ 1,087,755
Proceeds from issuance of units			$ 16,249,200				$ 27,499,999	$ 23,814,272
Cash commission paid							$ 295,578	1,818,956
Proceeds from financing transactions			$ 33,999,200
Number of common shares issued					185,708,588		185,708,588		149,300,920
Derivative liabilities					$ 1,293,071		$ 1,293,071		$ 884,481
Stock Option Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercise of options							278,100		488,900
Term of options							5 years		5 years
Shares granted							3,110,000		3,833,277
Exercise price							$ 1.10		$ 1.75
Share based compensation					933,619		$ 1,712,843
Deferred Share Unit Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation					164,193	$ 252,119	408,590	$ 558,524
Derivative liabilities					$ 1,293,071		$ 1,293,071		$ 884,481
Maximum [Member] | Stock Option Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares authorized					27,100,000		27,100,000
Term of options							10 years
Edgepoint Investment Group Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issued price per share			$ 1.10
Proceeds from issuance of units			$ 16,249,200
Number of units issued			14,772,000
Each unit of common share			1
Non Transferable Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares exercisable for each warrant	1,025,000
Warrant exercise price			$ 1.4375
Issuance of warrants,shares			2,000,000
Issuance of warrants,shares			$ 1,435,350
Transferable Warrants [Member] | Edgepoint Investment Group Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant exercise price			$ 1.4375
Fair value of warrants			$ 1,898,349
Warrants issued on number of common shares purchase			22.50%
Number of warrants in a unit			1
Number of warrants issuable			3,324,000
Warrants term			3 years
Private Placement [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares exercisable for each warrant										19,234,614
Share and warrant per unit										$ 0.78
Proceeds from share and warrant										$ 15,002,999
Private Placement [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares exercisable for each warrant	16,021,795
Proceeds from share and warrant	$ 12,497,000
Brokered Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued		1,265,800		4,437,184
Share issuance costs			$ 240,596
Issued price per share		$ 1.20		$ 1.75
Proceeds from issuance of units		$ 15,760,040		$ 7,765,072
Cash commission paid		796,983	812,460	$ 473,383
Legal fees			$ 736,067
Proceeds from financing transactions		$ 21,642,393
Number of common shares issued		13,133,367
Brokered Private Placement [Member] | Non Transferable Broker Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares exercisable for each warrant				1
Warrant exercise price				$ 1.75
Number of warrants issued				221,448
Fair value of warrants				$ 167,939
Legal fees				$ 133,164
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common share issued							126,259
Exercise of options							126,259
Number of shares issued	1,025,000						36,281,409	19,209,184

v3.24.3

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - CAD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Other liabilities, current	$ 24,667		$ 93,795
Directors And Officers [Member]
Related Party Transaction [Line Items]
Other liabilities, current	24,667		$ 93,795
Related Party [Member]
Related Party Transaction [Line Items]
Key management compensation	4,019,610	$ 3,237,974
Related Party [Member] | Management Fees [Member]
Related Party Transaction [Line Items]
Key management compensation	2,596,401	2,679,450
Related Party [Member] | Granted Net Of Fair Value Movements [Member]
Related Party Transaction [Line Items]
Key management compensation	408,590	558,524
Related Party [Member] | Share Based Payment [Member]
Related Party Transaction [Line Items]
Key management compensation	$ 1,014,619

v3.24.3

RELATED PARTY TRANSACTIONS (Details Narrative) - CAD ($)			3 Months Ended		9 Months Ended
	Dec. 14, 2023	Jun. 28, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 21, 2024	Jun. 14, 2024
Related Party Transaction [Line Items]
Issued an additional shares							1,025,000
Warrant exercise price							$ 1.10
Proceeds from issuance of common stock		$ 16,249,200			$ 27,499,999	$ 23,814,272
Edge Point [Member]
Related Party Transaction [Line Items]
Number of common shares issued					23,833,224
Related party shares issued and outstanding percentage					12.80%
Issued an additional shares			13,716,307		13,716,307
Percentage of ownership interest held by related party			18.80%		18.80%
Number of common shares issued			1,389,140		1,389,140			7,692,307
Share and warrant per unit								$ 0.78
Proceeds from share and warrant								$ 6,000,000.0
Ownership percentage					20.00%
Proceeds from issuance of common stock					$ 1,083,529
Financing Parties [Member]
Related Party Transaction [Line Items]
Number of common shares issued	16,037,800	16,037,800
Related party shares issued and outstanding percentage	10.70%	10.70%
Issued an additional shares	6,024,000	6,024,000
Warrant exercise price	$ 1.4375	$ 1.4375
Percentage of ownership interest held by related party	14.20%	14.20%
Interest paid			$ 524,912	$ 390,411	$ 1,563,324	$ 390,411

v3.24.3

SCHEDULE OF RISK MANAGEMENT (Details)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 BWP (P)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 BWP (P)
Short Term Exposure Risk [Member]
Financial assets	$ 1,746,290	P 1,495,375	$ 2,576,180	P 755,386
Financial liabilities	(1,637,329)	(2,190,746)	(501,458)	(4,851,201)
Total exposure	$ 108,961	(695,371)	$ 2,074,722	(4,095,815)
Long Term Exposure Risk [Member]
Financial assets		70,525,700		54,082,922
Financial liabilities		(1,240,006)		(3,508,714)
Total exposure		P 69,285,694		P 50,574,208

v3.24.3

SENSITIVITY ANALYSIS FOR EFFECT OF FOREIGN CURRENCY CHANGES (Details)	9 Months Ended			12 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2024 CAD ($)	Sep. 30, 2024 BWP (P)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2023 BWP (P)
Canadian Dollar Strengthened Against United States Dollar [Member]
Change in exchange rate	5.00%	5.00%	5.00%
Loss for the year	$ 5,448	$ (29,321)	P (34,769)	$ 103,736	$ (101,055)	P (204,791)
Long term exposure loss for the year			P 3,464,285			2,528,710
Canadian Dollar Weakened Against United states Dollar [Member]
Change in exchange rate	5.00%	5.00%	5.00%
Loss for the year	$ (5,448)	$ 29,321	P 34,769	$ (103,736)	$ 101,055	204,791
Long term exposure loss for the year			P (3,464,285)			P (2,528,710)

v3.24.3

SCHEDULE OF CONTRACTUAL OBLIGATIONS (Details)	Sep. 30, 2024 CAD ($)
Short-Term Debt [Line Items]
Less than 1 year	$ 7,702,283
1 - 2 years	22,585,458
2 - 5 years	109,309
Total	30,397,050
Trade Payables and Accrued Liabilities [Member]
Short-Term Debt [Line Items]
Less than 1 year	4,904,635
1 - 2 years
2 - 5 years
Total	4,904,635
Vehicle Financing [Member]
Short-Term Debt [Line Items]
Less than 1 year	34,232
1 - 2 years	136,929
2 - 5 years	109,309
Total	280,470
Term Loan [Member]
Short-Term Debt [Line Items]
Less than 1 year	2,088,235
1 - 2 years	22,448,529
2 - 5 years
Total	24,536,764
Lease Liabilities [Member]
Short-Term Debt [Line Items]
Less than 1 year	675,181
1 - 2 years
2 - 5 years
Total	$ 675,181

v3.24.3

SCHEDULE OF CAPITAL RISK MANAGEMENT (Details) - CAD ($)	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Shareholder’s equity	$ 7,718,897	$ 18,665,572	$ 9,745,686	$ 4,456,305	$ 12,524,842	$ 3,942,989
Vehicle financing	280,470		236,124
Lease liabilities	675,181		1,611,143
Term Loan	18,710,277		17,956,423
Capital Gross Amount	27,384,825		29,549,376
Cash and cash equivalents	(17,358,377)		(19,245,628)
Capital Net of Cash	10,026,448		10,303,748
Vehicle Financing [Member]
Short-Term Debt [Line Items]
Vehicle financing	280,470		236,124
Term Loan [Member]
Short-Term Debt [Line Items]
Term Loan	$ 18,710,277		$ 17,956,423

v3.24.3

SCHEDULE OF INFORMATION ABOUT COMPANY'S GEOGRAPHIC SEGMENTS (Details) - CAD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Current assets	$ 20,672,509	$ 20,890,908
Property, plant and equipment	7,764,047	8,488,499
Exploration and evaluation assets	8,855,512	8,594,798	$ 8,578,627
Canada Segment [Member]
Segment Reporting Information [Line Items]
Current assets	16,175,522	15,894,177
Property, plant and equipment	7,481	8,726
Barbados Segment [Member]
Segment Reporting Information [Line Items]
Current assets	338,247	104,024
Botswana Segment [Member]
Segment Reporting Information [Line Items]
Current assets	4,158,740	4,892,707
Property, plant and equipment	7,756,566	8,479,773
Exploration and evaluation assets	$ 8,855,512	$ 8,594,798

v3.24.3

SEGMENTED INFORMATION (Details Narrative)	9 Months Ended
	Sep. 30, 2024 Segment
Segment Reporting [Abstract]
Number of reportable segments	1
Number of operating segments	3

v3.24.3

GENERAL AND ADMINISTRATIVE EXPENSES (Details) - CAD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
General And Administrative Expenses
Advisory and consultancy	$ 74,005	$ 119,072	$ 251,991	$ 705,956
Filing fees	189,783	25,378	460,485	256,929
General office expenses	508,035	413,145	1,232,215	969,768
Insurance	157,781	170,778	486,456	551,791
Investor relations	185,027	137,392	472,244	422,754
Management fee	670,389	865,446	2,239,889	2,496,109
Professional fees	347,303	21,539	962,827	664,228
Salaries and benefits	181,950	183,390	550,975	183,390
Total	$ 2,314,273	$ 1,936,140	$ 6,657,082	$ 6,250,925

v3.24.3

GENERAL AND ADMINISTRATIVE EXPENSES (Details Narrative) - CAD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
General And Administrative Expenses
[custom:GeneralAndAdministrativeExpenses]	$ 2,708,304
Other General Expense		$ 2,694,115

v3.24.3

SCHEDULE OF THE MOVEMENTS IN RELATION TO SPARE PARTS (Details) - CAD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Spare parts, beginning of the period	$ 212,135
Additions	1,110,663	212,135
Utilization	(120,342)
Foreign currency translation	(401)
Spare parts, beginning of the period	$ 1,202,055	$ 212,135

v3.24.3

SUBSEQUENT EVENTS (Details Narrative) - CAD ($)	Oct. 29, 2024	Oct. 17, 2024	Jun. 21, 2024
Subsequent Event [Line Items]
Share Price			$ 2.00
Subsequent Event [Member]
Subsequent Event [Line Items]
Share Price		$ 1.25
Number of tranches vested		100,000
Subsequent Event [Member] | RSU Plan [Member]
Subsequent Event [Line Items]
Market price	$ 0.60
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 600,000
Subsequent Event [Member] | RSU Plan [Member] | Shareholders [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period	1,000,000
Market price	$ 0.76
Subsequent Event [Member] | RSU Plan [Member] | Maximum [Member]
Subsequent Event [Line Items]
Share capital issued through private placement, shares	5,000,000
Shares exceed percentage	20.00%
Subsequent Event [Member] | Altitude Capital Partners Inc [Member]
Subsequent Event [Line Items]
Stock options, granted		1,200,000
Stock options		The options will have an exercise price of $1.25 per Common Share for a period of five years from the date of grant and vest in equal monthly tranches of 100,000 options, commencing October 15, 2024 until the earlier of September 15, 2025 and the date the engagement is terminated.

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