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What changed in NexMetals Mining Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of NexMetals Mining Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+451 added−309 removedSource: 10-K (2026-03-13) vs 10-K (2025-03-20)

Top changes in NexMetals Mining Corp.'s 2025 10-K

451 paragraphs added · 309 removed · 160 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

11 edited+17 added−20 removed0 unchanged
Biggest changeFor details of the Selkirk MRE, see “ Properties – Mining Properties – Selkirk Mine ”. ● On March 18 , 2025, the Company announced the closing of a significant refinancing, including the introduction of a new strategic investor group and the deleveraging of its balance sheet with the conversion of its three-year term loan (the “ Term Loan ”) with Cymbria Corporation (“ Cymbria ”) into equity.
Biggest changeThe Selkirk MRE provides a solid foundation for advancing the Selkirk deposit to an economic study . ● On March 18, 2025, the Company closed a significant recapitalization of the Company (the “ March 2025 Financing ”), which included a $46.0 million non-brokered equity private placement and the equity conversion of its $20.9 million three-year term loan (the “ Term Loan ”) with Cymbria Corporation (“ Cymbria ”).
The Company has established policies and procedures in its Code of Business Conduct and Ethics to ensure compliance with applicable laws and regulations, as well as industry standards for responsible mining. PREM recognizes the importance of stakeholder engagement and works closely with local communities, indigenous groups and other stakeholders to ensure their concerns and perspectives are heard and addressed.
The Company has established policies and procedures in its Code of Business Conduct and Ethics to ensure compliance with applicable laws and regulations, as well as industry standards for responsible mining. NEXM recognizes the importance of stakeholder engagement and works closely with local communities, indigenous groups and other stakeholders to ensure their concerns and perspectives are heard and addressed.
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 Ni-Cu-Co-PGE Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licences (collectively, the “ Selkirk Mine ” and together with the Selebi Mines, the “ Mines ”).
The principal assets of NEXM are the Selebi and Selebi North copper-nickel-cobalt (“ Cu-Ni-Co ”) mines in Botswana and related infrastructure (together, the “ Selebi Mines ”), as well as the Cu-Ni-Co-PGE Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licences (collectively, the “ Selkirk Mine ” and together with the Selebi Mines, the “ Mines ”).
PREM is a mineral exploration and evaluation company focused on the discovery and advancement of high-quality nickel-copper-cobalt-platinum group elements (“ Ni-Cu-Co-PGE ”) resources.
Item 1. BUSINESS. NEXM is a mineral exploration and evaluation company focused on the discovery and advancement of high-quality copper-nickel-cobalt-platinum group elements (“ Cu-Ni-Co-PGE ”) resources.
Please call the SEC at (202) 551-8090 for further information on the public reference room. These SEC filings are also available to the public from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov . The Company’s website is https://premiumresources.com/ . The Company’s website is not incorporated in this Report.
These SEC filings are also available to the public from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov . The Company’s website is https://nexmetalsmining.com/ . The Company’s website is not incorporated in this Report. -4-
See “Cautionary Note Regarding Forward-Looking Statements” . Available Information We file annual, quarterly, current reports and other information with the SEC. You may read and copy any reports, statement or other information that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549.
Available Information We file annual, quarterly, current reports and other information with the SEC. You may read and copy any reports, statement or other information that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (202) 551-8090 for further information on the public reference room.
On January 31, 2025, the Company filed the Selkirk MRE in conformance with the SEC’s Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601(b)(96) Technical Report Summary, entitled “ S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana ” (the “ Selkirk TRS ”) and dated January 8, 2025 (with an effective date of November 1, 2024) for its Selkirk Mine.
Highlights and Key Developments: ● On January 31, 2025, the Company filed the Selkirk Mineral Resource Estimate (“ Selkirk MRE ”) in conformance with S-K 1300 and Item 601(b)(96) Technical Report Summary, entitled “ S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana ” (the “ Selkirk TRS ”) and dated January 8, 2025 (with an effective date of November 1, 2024) for its Selkirk Mine.
Corporate Social Responsibility The Company is committed to conducting its business in a socially responsible and sustainable manner, with a focus on environmental stewardship, health and safety, community engagement and ethical conduct.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Exploration and Evaluation Activities ”. ● On February 2, 2026, the Company announced the appointment of David Eichenberg as Vice President, Geology. -3- Corporate Social Responsibility The Company is committed to conducting its business in a socially responsible and sustainable manner, with a focus on environmental stewardship, health and safety, community engagement and ethical conduct.
The Selebi and Selkirk mines are permitted with 10-year mining licences, granted in 2022, and renewable upon the submission of approved mine plans and other customary conditions, 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.
The Company and its wholly-owned subsidiaries’ principal business activity is the exploration and evaluation of the Mines. The Mines are permitted with 10-year mining licences, granted in 2022, and renewable upon the submission of approved mine plans and other customary conditions, and benefit from significant local infrastructure.
Gowans will retire as Chair of the Board but continue as a director of PREM, and Paul Martin will transition from his role as Interim Chief Executive Officer to Chairman of the Board.
On March 20, 2025, the Company also appointed Paul Martin as Chairman of the Board, previously serving as Director and Interim Chief Executive Officer. James K. Gowans retired as Chairman of the Board but continues to serve as a director of the Company.
See “ Liquidity & Capital Resources – Financings ”. On closing of the financing, Morgan Lekstrom was appointed Chief Executive Officer effective March 20, 2025. Mr. Lekstrom will also join the Board of Directors of the Company. James K.
The March 2025 Financing resulted in the successful deleveraging of the Company’s balance sheet. On March 20, 2025, Morgan Lekstrom was appointed as the Company’s Chief Executive Officer (“ CEO ” or “ Chief Executive Officer ”).
Removed
Item 1. BUSINESS. Premium Resources Ltd. and its wholly-owned subsidiaries’ principal business activity is the exploration and evaluation of PREM’s flagship asset, the Selebi nickel-copper-cobalt sulphide mine in Botswana and, separately, the Company’s Selkirk nickel-copper-cobalt-platinum group elements sulphide mine, also in Botswana.
Added
NEXM is committed to governance through transparency, accountability, and open communication among NEXM’s team and stakeholders. The Common Shares of NEXM (“ Common Shares ”) are listed for trading on the Nasdaq Capital Market (the “ Nasdaq ”) and on the TSX Venture Exchange (the “ TSXV ”) under the symbol “NEXM”.
Removed
The common shares of PREM (“ Common Shares ”) are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “PREM”. Prior to November 20, 2024, the Company traded on the TSXV under its previous name and symbol, Premium Nickel Resources Ltd. and PNRL, respectively.
Added
Prior to June 9, 2025, the Company traded on the TSXV under its previous name and symbol, Premium Resources Ltd. and “PREM”, respectively. The Company’s headquarters and registered office is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, Canada, V6E 2J3.
Removed
In addition, the Common Shares are currently quoted on the OTC Pink Open Market under the symbol “PRMLF”. -1- 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 (“ PNGPL ”) owns the Selkirk Assets (as defined below).
Added
The Company’s Selebi Mines include two shafts, the Selebi Main and Selebi North shafts, and related infrastructure such as rail, power and roads. For more information relating to the Mines, please see “Part I, Item 2. Properties – Selebi Mines” and “Part I, Item 2. Properties – Selkirk Mine” below.
Removed
(2) Premium Nickel Resources Proprietary Limited (“ PNRPL ”) owns the Selebi Assets (as defined below). 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.
Added
For a summary of the transactions, see “ Liquidity & Capital Resources — Financings .” ● During 2025, the Company announced the following appointments to the board of directors (the “ Board of Directors ” or the “ Board ”): ○ Chris Leavy on March 25, 2025; ○ André van Niekerk on April 24, 2025; ○ Philipa Varris on July 23, 2025; ○ Warwick Morley-Jepson on January 8, 2026; and ○ Sean Whiteford on February 9, 2026.
Removed
Summary of Activities In 2023, PREM 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 on the Selebi Mines (the “ Initial Selebi MRE ”).
Added
The Company also announced the retirements of William O’Reilly, Don Newberry, and Norman MacDonald, and the resignation of Morgan Lekstrom, as directors of the Company. ● On April 10, 2025, the Company announced a new strategic direction aimed at rapidly demonstrating the size potential of the Selebi North and Selebi Main deposits. ● On June 3, 2025, shareholders approved the Company’s adoption of a new “ rolling up to 10% ” long-term omnibus incentive plan (the “ Omnibus Plan ”) which replaced the Company’s existing stock option (“ Option ”) plan, restricted share unit (“ RSU ”) plan, and deferred share unit (“ DSU ”) plan. ● On June 9, 2025, the Company announced that it changed its name from “Premium Resources Ltd.” to “NexMetals Mining Corp.” On June 11, 2025, the Company’s Common Shares commenced trading on the TSXV under the new name and new stock ticker symbol, “NEXM”. -2- ● On June 16, 2025, the Company announced the appointment of Brett MacKay as Senior Vice President and Chief Financial Officer (“ CFO ” or “ Chief Financial Officer ”). ● On June 20, 2025, the Company’s Common Shares were consolidated on the basis of twenty (20) pre-consolidated shares for every one (1) post-consolidation share in connection with the Company’s listing on the Nasdaq, which requires a minimum bid price of US$4.00 per share under its initial listing requirements. ● On July 16, 2025, the Company’s Common Shares began trading on the Nasdaq under the symbol “NEXM”. ● On July 17, 2025, the Company announced that it had received a non-binding letter of interest (“ LI ”) from the Export-Import Bank of the United States (“ EXIM ”).
Removed
On December 23, 2024, the Company filed the Initial Selebi MRE in conformance with the United States Securities and Exchange Commission’s (“ SEC ”) Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601(b)(96) Technical Report Summary, entitled “ S-K 1300 Technical Report Summary, Selebi Mines, Central District, Republic of Botswana ” (the “ Selebi TRS ”) and dated December 17, 2024 (with an effective date of June 30, 2024) for its Selebi Mines.
Added
The LI indicates the potential for up to US$150 million in financing, with a maximum 15-year repayment tenor, to support the re-development of the Mines. ● On October 10, 2025, the Company announced that it had continued out of the provincial jurisdiction of Ontario into the jurisdiction of the Province of British Columbia under the Business Corporations Act (British Columbia). ● On November 17, 2025, the Company closed a brokered public offering in Canada and a concurrent private placement in the United States for gross proceeds of $80.0 million.
Removed
The Initial Selebi MRE will serve as the basis for future engineering and economic studies. -2- The Selebi North underground (“ SNUG ”) resource and exploration drilling program continued throughout 2024 and into 2025.
Added
The November 2025 financing funded the prepayment of the first contingent milestone payment under the Selebi Asset Purchase Agreement (the “ Selebi APA ”), dated as of September 28, 2021, by and between the Company and the liquidator of BCL Limited (“ BCL ”, and the liquidator, the “ BCL Liquidator ”) and the Selkirk Asset Purchase Agreement (the “ Selkirk APA ”), dated as of January 19, 2022, by and between the Company and the liquidator of Tati Nickel Mining Company (“ TNMC ”, and the liquidator, the “ TNMC Liquidator ”) and will be used to advance exploration and development activities at the Mines, and for working capital and general corporate purposes.
Removed
During 2024 and up to the date of this Report, the Company has drilled approximately 45,827 metres in 87 holes, bringing the SNUG drilling program total to 63,947 metres in 162 holes. Assays for a total of 33,963 metres across 80 completed holes have not been accounted for in the Initial Selebi MRE.
Added
See “ Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity & Capital Resources – Financings ”. ● On December 2, 2025, the Company completed the contingent milestone payment of US$25.0 million to the BCL Liquidator under the Selebi APA and Selkirk APA.
Removed
The Company has begun testing the deeper borehole electromagnetic (“ BHEM ”) plates from N2 Limb and South Limb at SNUG. These assay results will continue to be released as they are received and confirmed by the Company. During 2024, drill core from 17 historic holes at the Selkirk Mine were resampled to augment the historical database.
Added
This payment confirms the Company has unencumbered title to both the Selebi and Selkirk assets. ● On December 15, 2025, the Company announced that its President, Sean Whiteford, would be replacing Morgan Lekstrom as the Company’s Chief Executive Officer. Sean Whiteford assumed the role of Chief Executive Officer on January 15, 2026.
Removed
Prospecting licences were explored through data compilation, differential global positioning system (“ DGPS ”) of historic collars, surface prospecting, and two surface electromagnetic (“ EM ”) surveys. Resampling of additional holes is underway with 20 holes transferred from Selkirk to the core processing facility at Selebi.
Added
Morgan Lekstrom resigned from the Company’s Board of Directors on February 9, 2026, and Sean Whiteford was reappointed to the Company’s Board of Directors to fill the vacancy. ● On January 15, 2026, the Company outlined the strategy and work programs for 2026 at the Mines.
Removed
The Selkirk MRE serves as a solid foundation for advancing the Selkirk deposit to an economic study . For more information relating to the contemplated activities and milestones on the Mines, please see “Properties – Mining Properties – Selebi Mines” and “Properties – Mining Properties – Selkirk Mine” below.
Added
Building on the Company’s success made in 2025 that expanded mineralization and advanced technical studies, the Company believes it is well positioned in 2026 to accelerate resource growth and advance both projects toward future economic assessments. For more information on the Company’s planned 2026 activities, see “ Part II, Item 7.
Removed
Highlights and Key Developments ● On January 1, 2024, James Gowans was appointed as the Chair of the board of directors (the “ Board of Directors ” or the “ Board ”). ● Since January 1, 2024, the Company has reported assay results from the Selebi Mines from a total of 88 drill holes and 1 hole extension, pursuant to news releases issued from January 18, 2024 to January 27, 2025, the full text of which are available on the Company’s website (https://premiumresources.com/).
Added
Exploration and Evaluation Activities Selebi Mines The Company advanced several initiatives at the Selebi Mines including the drill program that is targeting the two-kilometer gap between the Selebi Main and Selebi North deposits and the surface and underground exploration drilling at Selebi Main and Selebi North, respectively. The programs have expanded the mineralized footprint and improved geological understanding.
Removed
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 ”).
Added
Metallurgical flowsheet development and successful bench scale testing of blended Selebi Main and Selebi North material demonstrated that clean, high grade saleable separate copper and nickel-cobalt concentrates could be produced.
Removed
Each Unit is comprised of one Common Share and one Common Share purchase warrant.
Added
Based on these results, and subject to further economic evaluation, a hydrometallurgical facility may not be required, significantly derisking the capital requirements and operational complexity of future production at the Selebi Mines.
Removed
For a more detailed summary of the June 2024 Financing, see “ Liquidity & Capital Resources — 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 of Directors. ● On November 11, 2024, the Company announced the extension of the study phase for the Selebi Mines project pursuant to the terms of the Selebi asset purchase agreement (the “ Selebi APA ”) with the liquidator of BCL Limited (the “ BCL Liquidator ”).
Added
The Company commenced a Preliminary Economic Assessment, as defined in NI 43-101 (“ PEA ”) in October 2025 for the Selebi Mines under the separate saleable concentrates scenario, the scope of which will include mine design and scheduling, process engineering, infrastructure planning, and capital and operating cost estimation.
Removed
This extension follows successful completion by the Company of the work and investment milestones required by the Selebi APA.
Added
This assessment is being undertaken in accordance with Canadian disclosure standards and does not constitute an “initial assessment,” “pre-feasibility study,” or “feasibility study” as defined under the SEC’s Regulation S-K 1300. Selkirk Mine The Company completed the metallurgical drill program and core resampling program at Selkirk, and advanced metallurgical flowsheet development work.
Removed
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. ● On November 18, 2024, the Company announced that it had changed its name from “Premium Nickel Resources Ltd.” to “Premium Resources Ltd.” Further, on November 20, 2024, the Company’s Common Shares commenced trading under the new name and new stock ticker symbol “PREM”. -3- ● On December 2, 2024, the Company announced the retirement of Keith Morrison as Chief Executive Officer and a director of PREM, effective December 31, 2024.
Added
The results of this work will support future economic studies and be incorporated into an updated Mineral Resource Estimate during the first half of 2026. Employees As of December 31, 2025, we had 204 full time employees, 202 of which were located in Botswana. In addition, we utilize consultants and contractors to support our exploration activities.
Removed
As of such date, Paul Martin began serving as the Company’s Interim Chief Executive Officer. ● On December 23, 2024, the Company filed the Selebi TRS. For details of the Initial Selebi MRE, see “ Properties – Mining Properties – Selebi Mines ”. ● On January 31, 2025, the Company filed the Selkirk TRS.
Removed
Exploration and Evaluation Activities The following table outlines the key milestones, estimated timing and costs related to each of the Mines, based on the Company’s reasonable expectations, intended courses of action and current assumptions and judgement, with information based as of December 31, 2024.
Removed
Key Milestones for Project Expected Timing of Completion Anticipated Costs Selebi Mines & Selkirk Mine Advancement towards economic studies (1) Ongoing, costs to December 31, 2025 $13 million to $16 million Operating costs Ongoing, costs to December 31, 2025 $13 million to $16 million Notes: (1) The key milestones are to complete the metallurgical studies, further drilling and advancement of underground development to support drilling, test the deep BHEM plates beneath the Selebi Main deposit, continue the assaying of historical drill core at Selkirk, and advance engineering studies. -4- 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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

58 edited+151 added−9 removed24 unchanged
Biggest changeThe Company also relies on the expertise of its local Botswana-based personnel, Mr. Borris Kamstra, Mr. Kneipe Setlhare, and Mr. Karabo Monepe, all of whom have extensive mining and government relations experience in Botswana.
Biggest changeHe also has extensive knowledge of mineral exploration, resource definition, mining, strategy, technology and project studies having held various corporate, operational and technical roles at BHP, Rio Tinto and Cliffs Natural Resources. The Company also relies on the expertise of its local Botswana-based personnel, Mr. Kneipe Setlhare, Mr. Karabo Monepe, Mr. Tidimalo Tito and Mr.
The price of Common Shares will also be affected by the Company’s financial conditions or results of operations as reflected in its liquidity position and earnings reports.
The price of the Company’s Common Shares will also be affected by the Company’s financial conditions or results of operations as reflected in its liquidity position and earnings reports.
Other factors unrelated to the Company’s operations and performance that may have an effect on the price of Common Shares include: reduced trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of shares; the size of the Company’s public float may limit the ability of some institutions to invest in the Company’s securities; and a substantial decline in the price of Common Shares that persists for a significant period of time could cause the Company’s securities to be delisted, further reducing market liquidity.
Other factors unrelated to the Company’s operations and performance that may have an effect on the price of the Company’s Common Shares include: reduced trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of shares; the size of the Company’s public float may limit the ability of some institutions to invest in the Company’s securities; and a substantial decline in the price of the Company’s Common Shares that persists for a significant period of time could cause the Company’s securities to be delisted, further reducing market liquidity.
As a result of any of these factors, the market price of Common Shares at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities.
As a result of any of these factors, the market price of the Company’s Common Shares at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities.
In addition, if the Company proceeds to production on any exploration property, it must obtain and comply with permits and licences which may contain specific conditions concerning operating procedures, water use, the discharge of various materials into or on land, air or water, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances.
In addition, if the Company proceeds to production on any exploration property, it must obtain and comply with permits and licences which may contain specific conditions concerning operating procedures, processing, water use, the discharge of various materials into or on land, air or water, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances.
Item 1A. RISK FACTORS The business of the Company being the exploration and evaluation of mineral properties in Botswana and Canada is speculative and involves a high degree of risk. These risks may have a material and adverse impact on the future operations, financial performance and condition of the Company and the value of the Common Shares.
Item 1A. RISK FACTORS The business of the Company being the exploration and evaluation of mineral properties in Botswana is speculative and involves a high degree of risk. These risks may have a material and adverse impact on the future operations, financial performance and condition of the Company and the value of the Common Shares.
There can be additional new or elevated risks to the Company that are not described herein or in the Company’s public filings to date. The summary and risks that follow are organized under headings as determined to be most applicable, but such risks also may be relevant to other headings. -5- I.
There can be additional new or elevated risks to the Company that are not described herein or in the Company’s public filings to date. The summary and risks that follow are organized under headings as determined to be most applicable, but such risks also may be relevant to other headings. I.
Inherent risks associated with the economics of developing mineral properties Substantial expenses are required to establish and upgrade mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract metal from ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining.
There are inherent risks associated with the economics of developing mineral properties Substantial expenses are required to establish and upgrade mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure at any site chosen for mining.
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. An investment in the Company’s Common Shares involves a high degree of risk.
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 to date or in the future. An investment in the Company’s Common Shares involves a high degree of risk.
The Company’s anticipated operations outside North America could subject the Company to a variety of additional risks that may negatively impact its business and operations including any of the following: changes in rules and regulations (including required royalties); failure of local parties to honour contractual relations; delays in obtaining or the inability to obtain necessary governmental permits; opposition to mining from environmental or other non-governmental organizations; limitations on foreign ownership; limitations on the repatriation of earnings; economic or tax policies; tariffs and trade barriers; regulations related to customs and import/export matters; longer payment cycles; tax issues; currency fluctuations and exchange controls; rates of inflation; challenges in collecting receivables; cultural and language differences; employment regulations; crimes, strikes, riots, civil disturbances, terrorist attacks, and wars; and deterioration of political relations with Canada or other governments or sanctions imposed by Canada or other governments.
The Company’s anticipated operations outside the U.S. and Canada could subject the Company to a variety of additional risks that may negatively impact its business and operations including any of the following: changes in rules and regulations including required royalties; failure of local parties to honour contractual relations; delays in obtaining or the inability to obtain necessary governmental permits; opposition to mining from environmental or other non-governmental organizations; limitations on foreign ownership; limitations on the repatriation of earnings; economic or tax policies; tariffs and trade barriers; regulations related to customs and import/export matters; longer payment cycles; tax issues; currency fluctuations and exchange controls; rates of inflation; challenges in collecting receivables; cultural and language differences; employment regulations; crimes, strikes, riots, civil disturbances, terrorist attacks, and wars; and deterioration of political relations with Canada or other governments or sanctions imposed by Canada or other governments.
ECONOMIC AND MARKET RISKS The volatility of commodity prices could affect the economic viability of our projects The advancement of the Company’s properties is dependent on the future prices of minerals and metals.
ECONOMIC AND MARKET RISKS The volatility of commodity prices could affect the economic viability of the Company’s projects The advancement of the Company’s properties is dependent on the future prices of minerals and metals.
The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. V.
The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.
The Company’s officers and Board of Directors benefit from the advice and guidance provided by its Botswanan legal advisor as well as personnel based in Botswana of new developments in local mining regimes and new requirements that come into force from time to time, as they pertain to and affect the Company’s business and operations in Botswana.
The Company’s officers and its Board of Directors benefit from and rely on the advice and guidance provided by its Botswanan legal advisor as well as personnel based in Botswana of new developments in local mining regimes and new requirements that come into force from time to time, as they pertain to and affect the Company’s business and operations in Botswana.
The effect of these factors on the prices of base and precious metals, and therefore the economic viability of any of the Company’s exploration projects, cannot be accurately determined. The prices of commodities have historically fluctuated widely, and future price declines could cause the development of (and any future commercial production from) the Company’s properties to be impracticable or uneconomical.
The effect of these factors on the prices of base and precious metals, and therefore the economic viability of any of the Company’s exploration projects, cannot be accurately determined. The prices of commodities have historically fluctuated widely, and future price declines could cause the development of, and any future commercial production from, the Company’s properties to be uneconomical.
Changes in tax legislation or accounting rules could affect the profitability of the Company Changes to, or differing interpretation of, taxation laws in Canada, Barbados, Botswana, or any of the countries in which the Company’s assets or relevant contracting parties are located, could result in some or all of the Company’s profits being subject to additional taxation.
Changes in tax legislation or accounting rules could affect the profitability of the Company Changes to, or differing interpretations of, taxation laws in Canada, Barbados, Botswana, or any of the countries in which the Company’s assets or relevant contracting parties are located, could result in some or all of the Company’s profits being subject to additional taxation.
The Company may be subject to liability or sustain loss for certain risks and hazards against which it does not or cannot insure or against which it may reasonably elect not to insure because of the cost. This lack of insurance coverage could result in material economic harm to the Company.
The Company may be subject to liability or sustain losses for certain risks and hazards against which it does not or cannot insure or against which it may reasonably elect not to insure because of the cost. This lack of insurance coverage could result in material economic harm to the Company.
If it is unable to rely on this business and technical expertise, or if any of the expertise is inadequately performed, the business, financial condition and results of the operations of the Company could be materially adversely affected until such time as the expertise could be replaced. -7- IV.
If it is unable to rely on this business and technical expertise, or if any of the expertise is inadequately performed, the business, financial condition and results of the operations of the Company could be materially adversely affected until such time as the expertise could be replaced.
Furthermore, additional financing, whether through the issue of additional equity and/or debt securities and/or project level debt, will be required to continue the development of the Company’s material projects and there is no assurance that additional capital or other types of financing will be available or that these financings will be on terms at least as favourable to the Company as those previously obtained, or at all.
Furthermore, additional financing, whether through the issue of additional equity and/or debt securities and/or project level debt, will be required to continue the development of the Company’s material projects and there is no assurance that additional capital or other types of financing will be available or that these financings will be on favourable terms or terms which are at least as favourable to the Company as those previously obtained.
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.
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 not possible to ensure that current work programs of the Company will result in profitable commercial mining operations.
RISKS RELATED TO OUR COMMON STOCK Internal and external factors could impact the volatility of our Common Share price The price of Common Shares may be affected by a number of factors, including global macroeconomic developments and market perceptions of the attractiveness of particular industries and location of assets, which may increase the volatility of Common Share prices.
RISKS RELATED TO OUR COMMON SHARES Internal and external factors could impact the volatility of the Company’s Common Share price The price of the Company’s Common Shares may be affected by a number of factors, including global macroeconomic developments and market perceptions of the attractiveness of particular industries and location of the Company’s assets, which may increase the volatility of the Company’s Common Share price.
Any material developments are subject to oversight and discussion by the Board of Directors. -10- Language, cultural differences and business practices English is the official language of Botswana, in which the Audit and Risk Management Committee of the Company and the Company’s external auditors are proficient. The most widely spoken language in Botswana is Setswana.
Any material developments are subject to oversight and discussion by the Board of Directors. iv. Language, Cultural Differences and Business Practices English is the official language of Botswana, in which the Audit and Risk Management Committee (the “ ARMC ”) of the Company and the Company’s external auditors are proficient. The most widely spoken language in Botswana is Setswana.
The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company’s control and which cannot be predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection.
The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company’s control and many of which cannot be predicted, such as market fluctuations, the proximity and capacity of milling and smelting facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, permitted production levels, importing and exporting of minerals, and environmental protection.
Such risks and hazards might impact the Company’s business.
Such risks and hazards might negatively impact the Company’s business.
Use of and reliance on experts and local advisors The Company has retained Bookbinder, a Botswanan law firm to advise on various corporate and regulatory legal issues, including the Company’s right to conduct business in Botswana and title verification over the Botswanan assets, and has relied on advice from Bookbinder with respect to such matters.
Use of and Reliance on Experts and Local Advisors The Company has retained local Botswanan law firms to advise on various corporate and regulatory legal issues, including the Company’s right to conduct business in Botswana, title verification over the Botswanan assets, and has relied on advice from local counsel with respect to such matters.
In conducting its operations in Botswana, the Company has, among other things: (i) engaged and maintained experienced management and technical teams located in Botswana and/or with extensive experience in operating properties in Africa; (ii) certain members of the Board of Directors and management routinely visit the Company’s Botswana properties; (iii) retained advisors and technical experts in Botswana including its local counsel, Bookbinder Business Law (“ Bookbinder ”); and (iv) generally maintained robust internal control over its foreign subsidiaries, all of which are more particularly described below.
In conducting its operations in Botswana, the Company has, among other things: (i) engaged and maintained experienced management and technical teams located in Botswana and/or with extensive experience in operating properties in Africa; (ii) ensured that certain members of the Board of Directors and management routinely visit the Company’s Botswana properties; (iii) retained advisors and technical experts in Botswana including its local legal counsel; and (iv) generally maintained robust internal control over its foreign subsidiaries, all of which are more particularly described below. -18- i.
The Company holds its interest in the Selebi Mines and the Selkirk Mine indirectly through its 100% owned subsidiaries PNRPL and PNGPL, respectively. The Company’s operating entities in Botswana are governed in accordance with applicable local laws and entity-wide governance principles.
The Company holds its interest in the Selebi Mines and the Selkirk Mine indirectly through its 100% owned subsidiaries Premium Nickel Resources Proprietary Limited (“ PNRPL ”) and Premium Nickel Group Proprietary Limited (“ PNGPL ”), respectively. The Company’s operating entities in Botswana are governed in accordance with applicable local laws and entity-wide governance principles.
There is no assurance that the Company’s mineral exploration activities will result in the discovery of a body of commercial ore on its exploration properties. Several years may pass between the discovery and development of commercial mineable mineralized deposits.
Although the Company’s properties were past producing, there is no assurance that the Company’s mineral exploration activities will result in the confirmation of a body of commercial ore on its exploration properties. Several years or more may pass between the discovery and development of commercial mineable mineralized deposits.
REGULATORY RISKS Compliance with governmental regulation Exploration, development, and operations on the Company’s properties will be affected to varying degrees by: (i) government regulations relating to such matters as environmental protection, health, safety and labor; (ii) mining law reform; (iii) restrictions on production, price controls, and tax increases; (iv) maintenance of claims; (v) tenure; and (vi) expropriation of property.
Compliance with laws and regulations, including changes to such laws or regulations, could adversely affect the Company’s results of operations Exploration, development, and operations on the Company’s properties will be affected to varying degrees by: (i) government regulations relating to such matters as environmental protection, health, safety and labor; (ii) mining law reform; (iii) restrictions on production, processing, price controls, and tax increases; (iv) maintenance of claims; (v) tenure; and (vi) expropriation of property.
Most exploration projects do not result in the discovery of commercially-mineralized deposits. The commercial viability of exploiting any precious or base-metal deposit is dependent on a number of factors including infrastructure and governmental regulation, in particular those relating to environment, taxes and royalties.
The exploration of mineral deposits involves significant financial risks over a prolonged period of time, and most exploration projects do not result in the discovery of economically-viable deposits. The commercial viability of exploiting any precious or base-metal deposit is dependent on a number of factors including infrastructure and governmental regulation, in particular those relating to environment, taxes and royalties.
In addition, the introduction of new tax rules or accounting policies, or changes to, or differing interpretations of, or application of, existing tax rules or accounting policies could make acquiring additional resource properties by the Company less attractive to counterparties. Such changes could adversely affect the Company’s ability to acquire new assets or make future investments. -9- VII.
In addition, the introduction of new tax rules or accounting policies, or changes to, or differing interpretations of, or application of, existing tax rules or accounting policies could make acquiring additional resource properties by the Company less attractive to counterparties.
Foreign currency and equity market fluctuations The Company is also exposed to risks relating to its financial instruments and foreign currency. The Company operates in Canada, Barbados and Botswana and undertakes transactions denominated in foreign currencies such as United States dollars, Euros, and the Botswanan pula, and consequently is exposed to exchange rate risks.
The Company operates in Canada, Barbados and Botswana and undertakes transactions denominated in foreign currencies such as United States dollars, Euros, South African rand, and the Botswanan pula, and consequently is exposed to exchange rate risks.
EMERGING MARKETS RISKS Operations in emerging markets The Company has its material properties and operating subsidiaries in Botswana. It is possible that operating in Botswana may expose the Company to a certain degree of political, economic and other risks and uncertainties.
It is possible that operating in Botswana may expose the Company to a certain degree of political, economic and other risks and uncertainties, which could have a material adverse effect on its operations.
OPERATIONAL RISKS Uninsured risks and hazards Mining is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions.
The Company’s operations generally involve a high degree of inherent risk that cannot be eliminated and may not be insurable Mining is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, social and labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and unusual or unexpected geological conditions.
The languages spoken by the Board, management and technical team of the Company and its subsidiaries include Afrikaans, English and Setswana. The financial records of the Company and both PNGPL and PNRPL, existing under the laws of Botswana are maintained in English. The Company does not believe that any material language or cultural barriers exist.
The languages spoken by the members of the Board of Directors, management and technical team of the Company and its subsidiaries include Afrikaans, English and Setswana. The financial records of the Company and both PNGPL and PNRPL, existing under the laws of Botswana are maintained in English.
No assurance can be given that minerals will be discovered of sufficient quality, size and grade on any of the Company’s properties to justify a commercial operation. Development of the Company’s properties will occur only after obtaining satisfactory exploration results. Although the Company’s properties were past producing, few properties which are explored are ultimately developed into economically viable operating mines.
No assurance can be given that minerals will be discovered of sufficient quality, size and grade on any of the Company’s properties to justify a commercial operation. Development of the Company’s properties can only occur after obtaining satisfactory exploration results.
In addition, new laws governing operations and activities of mining companies could have a material adverse impact on any project in the mine development stage that the Company may possess. Ability to obtain or adhere to permits, licences and approvals The operations of the Company require licences and permits from various governmental authorities.
In addition, new laws governing operations and activities of mining companies could have a material adverse impact on any project in the mine development stage that the Company may possess.
Subsidiaries and operations in Botswana The Company’s principal business activity in Botswana is the re-development of the Mines. The establishment and development of PNGPL and PNRPL, each of which is a Botswanan entity, adds an additional regulatory framework within which the Company operates and is supplementary to the regulatory framework existing in Canada.
Subsidiaries and Operations in Botswana The Company’s principal business activity in Botswana is the exploration, evaluation and planned re-development of the Mines. The establishment and development of local Botswanan legal entities adds an additional regulatory framework within which the Company operates and is supplementary to the regulatory framework existing in Canada and the United States of America.
Exploration projects also face significant operational risks including but not limited to an inability to obtain access rights to properties, accidents, equipment breakdowns, labour disputes (including work stoppages and strikes), impact of health epidemics and other outbreaks of communicable diseases and other unanticipated interruptions Ability to establish our mineral reserves The Company is a mineral exploration and development company that is focused on the redevelopment of the previously producing Mines.
Exploration projects also face significant operational risks, including but not limited to an inability to obtain access rights to properties, accidents, equipment breakdowns, labour disputes (including work stoppages and strikes), the impact of health epidemics and other outbreaks of communicable diseases and other potential or unanticipated interruptions.
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.
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.
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.
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. -6- II.
Overall, the Company benefits from and relies on the collective wealth of expertise and experience in the Company’s business and operations in Botswana of its Board of Directors, management, locally based personnel and technical teams.
Boris Kamstra, who resides in South Africa, and all of whom have extensive mining and government relations experience in Botswana. Overall, the Company benefits from and relies on the collective wealth of expertise and experience in the Company’s business and operations in Botswana of its Board of Directors, management, locally based personnel and technical teams. iii.
Exploration on the Company’s properties requires responsible best-exploration practices to comply with the Company’s policies, government regulations, and maintenance of claims and tenure. -8- If any of the Company’s projects advance to the development stage, those operations will also be subject to various laws concerning development, production, taxes, labour standards, environmental protection, mine safety and other matters.
If any of the Company’s projects advance to the development stage, those operations will also be subject to various laws concerning development, production, processing, taxes, labour standards, environmental protection, mine safety and other matters.
Failure to obtain additional financing or to achieve profitability and positive operating cash flows will have a material adverse effect on its financial condition and results of operations. -6- III.
The Company’s continued ability to operate depends on securing sufficient funding to meet its current commitments as they become due. Failure to obtain additional financing or to achieve profitability and positive operating cash flows will have a material adverse effect on the Company’s financial condition and results of operations. III.
Additionally, the Company has retained engineering and geoscientific services firms including SRK Consulting, SLR Consulting, DRA Global (“ DRA ”), SGS Mineral Services, and Expert Process Solutions. The Company ensures that any such counsel or provider retained has their credentials vetted and referenced, with considerable diligence and adherence to local licences, professional associations and regulators.
The Company ensures that any such counsel or provider retained has their credentials vetted and referenced, with considerable diligence and adherence to local licences, professional associations, and regulators.
There can be no assurance that the Company will be able to obtain such permits and licences or that it will be able to comply with any such conditions. Compliance with environmental regulations All phases of the Company’s operations are subject to environmental regulation in the jurisdictions in which the Company operates.
There can be no assurance that the Company will be able to obtain such permits and licences or that it will be able to comply with any such conditions.
To that end, the Company’s properties have no established mineral reserves at this time. While the Selebi and Selkirk projects have mineral resource estimates (“ MREs ”), the Company has not yet established any proven or probable mineral reserves on the Selebi Mines or Selkirk Mine projects.
While the Selebi and Selkirk projects have mineral resource estimates, the Company has not yet established any Proven Mineral Reserves or Probable Mineral Reserves on the Selebi Mines or Selkirk Mine projects. The lack of established mineral reserves means that the economic viability of the Selebi and Selkirk projects has not been confirmed.
There is no assurance that future changes in environmental regulations, if any, will not adversely affect the Company’s operations. The cost of compliance with changes in governmental regulations has the potential to preclude entirely the economic development of a property.
There is no assurance that future changes in environmental regulations, if any, will not adversely affect the Company’s operations.
Depending on the price of minerals produced, the Company may determine that it is impractical to commence commercial production. II. FINANCIAL RISKS Negative operating cash flow, reliance on additional financing, and ability to continue operations as a going concern The Company has negative cash flow from operations.
FINANCIAL RISKS The impact negative operating cash flow and the reliance on additional financing have on the Company’s ability to continue operations as a going concern The Company has negative cash flow from operations.
The Company has experienced management and has retained local legal advisors and consultants to help facilitate adherence to regulatory requirements of Botswana in order to meet this challenge.
The Company has experienced management and has retained legal advisors and consultants to help facilitate adherence to regulatory requirements to meet this challenge. ii. Experienced Board and Management In addition to their experience with the Company, members of the Board of Directors and management also have extensive experience operating and managing investments and projects in Africa.
Risks of doing business outside Canada The Company’s material mineral projects are located in the Republic of Botswana.
OPERATIONAL RISKS The Company is subject to risks associated with operating outside of the U.S. and Canada The Company’s material mineral projects are located in the Republic of Botswana.
The lack of established mineral reserves means that the economic viability of the Selebi and Selkirk projects 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.
There is no assurance that further exploration and engineering studies 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.
The failure of the Company to comply with all the post-closing covenants and contingent milestone payments relating to the Selebi project (if and when those milestones are achieved), could materially adversely affect the business, operations and financial conditions of the Company and impact the market price of the Common Shares.
The failure of the Company to comply with all post-closing covenants, study phase requirements, and contingent milestone payments relating to the Mines could materially adversely affect the business, operations and financial conditions of the Company In January and August of 2022, the Company closed the acquisitions of the Selebi Mines and Selkirk Mine, respectively.
Their collective experience spans several decades and includes successful ventures in both public and private sectors.
Furthermore, they bring diverse expertise in areas such as global strategy, finance, exploration, technology, and corporate development. Their collective experience spans several decades and includes successful ventures in both public and private sectors.
The Company is also exposed to equity price risk; the movements in individual equity prices or general movements in the level of the stock market may potentially have an adverse impact on the Company’s earnings. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken.
The Company is also exposed to equity price risk; the movements in individual equity prices or general movements in the level of the stock market may potentially have an adverse impact on the Company, including the Company’s ability to raise sufficient capital. -14- The Company is exposed to the threat of virus outbreaks or infectious diseases As most recently seen during the COVID-19 pandemic, global economic conditions and markets may be adversely impacted by infectious diseases or virus outbreaks.
From time to time, the Company may issue new shares, seek debt financing, dispose of assets, or enter into transactions to acquire assets or shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the Company’s debt levels above industry standards.
Failure to raise such capital could result in the Company ceasing operations or losing its mineral interests. From time to time, the Company may issue new shares, seek debt financing, dispose of assets, or enter into transactions to acquire assets or shares of other corporations.
The Company is at the exploration and evaluation stages on its material properties.
The Company is at the exploration and evaluation stages on its material properties. Exploration on the Company’s properties requires responsible best-exploration practices to comply with the Company’s policies, government regulations, and maintenance of claims and tenure.
Dependence on business and technical expertise of Management Team The Company is dependent on the business and technical expertise of its management team.
The failure or loss of such personnel could result in a material adverse effect on the Company’s reputation and results of operations The Company is dependent on the business and technical expertise of its management team.
The Company believes it holds or is in the process of obtaining all necessary licences and permits to carry on the activities which it is currently conducting under applicable laws and regulations. Such licences and permits are subject to changes in regulations and in various operating circumstances.
REGULATORY RISKS The Company may be unable to obtain, retain or comply with necessary permits and licenses, which could adversely affect operations The operations of the Company require licences and permits from various governmental authorities. Such licences and permits are subject to changes in regulations and in various operating circumstances.
Removed
RISKS RELATED TO EXPLORATION & EVALUATION PROJECTS Inherent risks associated with discovering commercially-viable deposits The Company’s projects are in their exploration and evaluation stages. The exploration of mineral deposits involves significant financial risks over a prolonged period of time, which may not be eliminated even through a combination of careful evaluation, experience and knowledge.
Added
RISKS RELATED TO EXPLORATION & EVALUATION PROJECTS We are an exploration stage company and have no history as an operating company. Any future revenues and profits are uncertain We have no history of mining or refining any mineral products or metals and none of our properties are currently producing.
Removed
These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern.
Added
There can be no assurance that the Mines will be successfully transitioned into production, produce minerals in commercial and processing quantities or otherwise generate operating earnings. If we are unable to generate revenues or profits, our stockholders may not realize returns on their investment in our Common Shares.
Removed
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.
Added
Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly, annual or sustaining basis.
Removed
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 date of this Report.
Added
Pursuant to the terms of the acquisitions, the Company completed the first of two contingent milestone payments on December 2, 2025, confirming unencumbered title to the Selebi Mines and Selkirk Mine.
Removed
Acquisition of Botswana assets and related purchase commitments On January 31, 2022, the Company closed the acquisition of the Selebi project. However, pursuant to the terms of the acquisition, the Company has to comply with certain milestone payments, which if not satisfied, will result in the Selebi project reverting to the BCL Liquidator.
Added
The second and final contingent post-closing milestone payment of US$30 million is payable to the liquidators on the earlier of, completion of mine construction and commencement of production (commissioning), or December 1, 2029.
Removed
There are approximately US$55 million in contingent post-closing milestone payments due to the BCL Liquidator in connection with the Selebi project, with (i) US$25 million due on January 31, 2026, and (ii) another US$30 million due upon the earlier of the commissioning and start of production at the Selebi project or four years from the Selebi mining licence renewal date.
Added
The Company’s Section 42 and Section 43 applications for the Selebi Mines, which require a compliant economic study, were granted an extension by the BCL Liquidator and are to be submitted at the end of 2026. Further, the Selkirk APA provides for a three-year study phase which, pursuant to the agreement, was extended for one year to August 17, 2026.
Removed
In addition, PREM closed its purchase of the Selkirk Mine in August 2022. VI.
Added
The Company has made certain assumptions as to what constitutes a compliant economic study based on its interpretation of the Botswana Mines and Minerals Act as no governing technical standard is specified.
Removed
The Company has or will, as applicable, adopt environmental practices designed to ensure that it will comply with or exceed all environmental regulations currently applicable to it.
Added
There can be no assurance that the Company’s interpretation of the act will be consistent with the intended wording or application of the Botswana Mines and Minerals Act or that regulators will accept the level of technical work currently contemplated. Any requirement for additional work or re-submission could delay approvals and associated project timelines.
Removed
We rely on our experienced Board and management In addition to their experience with the Company, the Board of Directors and management also has extensive experience operating and managing investments and projects in Africa. Furthermore, they bring diverse expertise in areas such as global strategy, finance, exploration, technology, and corporate development.
Added
The failure of the Company to comply with all the post-closing covenants, study phase requirements, and final contingent milestone payment relating to the Mines, could materially adversely affect the business, operations and financial conditions of the Company, and impact the market price of the Common Shares. -5- There are inherent risks associated with discovering commercially-viable deposits The Company’s projects are in their exploration and evaluation stages.
Added
These risks are inherently higher at the preliminary economic assessment stage, which represents an early phase of project evaluation where economic estimates are preliminary in nature and based on limited geological and technical data. In addition, the expenses and capital expenditures incurred by the Company are subject to the risks of cost inflation.
Added
Depending on the price of minerals produced, the Company may determine that it is impractical to commence commercial production.
Added
There are inherent risks associated with the estimation of the Company’s Mineral Resources The Company’s Mineral Resources are estimates only and no assurance can be given that the anticipated tonnages and grades will be achieved, that the indicated level of recovery will be realized or that Mineral Resources will be upgraded to categories of greater certainty.
Added
Estimating Mineral Resources involves both objective data and subjective judgment. The accuracy of these estimates depends on the amount and quality of available information, as well as the assumptions and interpretations applied in the geological and engineering evaluations. Mineral Resource estimates are largely derived from interpretations of geological data obtained through drilling and other sampling methods.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe key components of our future cybersecurity program are expected to include: ● conducting risk assessments to pinpoint material cybersecurity threats to our critical systems, data, products, services, and overall IT infrastructure; ● a third-party security expert consultant overseeing the risk assessment process, maintenance of security controls, and coordination of responses to cybersecurity incidents; ● engagement with external service providers to evaluate, enhance, or support our security measures; and ● an incident response plan outlining specific procedures for managing cybersecurity incidents.
Biggest changeThe key components of our cybersecurity program include: ● a Chief Information Security Officer (“ CISO ”) to develop, implement, and monitor the cybersecurity program; ● conducting annual risk assessments to pinpoint material cybersecurity threats to our critical systems, data, and overall IT infrastructure; ● a third-party security consultant overseeing the risk assessment process, maintenance of security controls, and coordination of responses to cybersecurity incidents; ● engagement with external service providers to evaluate, enhance, or support our security measures; and ● an incident response plan outlining specific procedures for managing cybersecurity incidents. -20- Cybersecurity Governance The governance of cybersecurity risks is a critical function of our Board, which plays a key role in the oversight of cybersecurity and related technology risks .
Item 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy We, like other companies in our industry, face several cybersecurity risks in connection with our business. Our business strategy, results of operations, and financial condition have not, to date, been materially affected by risks from cybersecurity incidents or threats.
Item 1C. CYBERSECURITY Risk Management and Strategy We, like other companies in our industry, face several cybersecurity risks in connection with our business. Our business strategy, results of operations, and financial condition have not, to date, been materially affected by risks from cybersecurity incidents or threats.
It is important to clarify that our use of the NIST CSF 2.0 will be for guidance purposes to frame our risk identification, assessment and management processes and will not equate to compliance with any specific technical standards or requirements.
It is important to clarify that our use of the NIST CSF 2.0 for guidance purposes to frame our risk identification, assessment and management processes does not equate to compliance with any specific technical standards or requirements.
The program will be aimed at safeguarding the confidentiality, integrity, and availability of our essential systems and information, and will be designed to detect and mitigate risks from cybersecurity threats to our data and our systems. Central to our future cybersecurity efforts will be a robust incident response plan designed to address potential cyber incidents swiftly and effectively.
The Company’s program safeguards the confidentiality, integrity, and availability of our essential systems, information and computing resources, and is designed to detect and mitigate risks from cybersecurity threats to our data and our systems. Central to the Company’s cybersecurity program is a robust incident response plan designed to address potential cyber incidents swiftly and effectively.
During the reporting period, we have not, to our knowledge, experienced any material cybersecurity threats or incidents. The Company does not currently have processes in place for assessing, identifying or managing material risks from cybersecurity threats, but we intend to implement a formal cybersecurity program in the future.
During the reporting period, we have not, to our knowledge, experienced any material cybersecurity threats or incidents. The Company implemented a formal cybersecurity program during 2025 using the National Institute of Standards and Technology Cybersecurity Framework (“ NIST CSF 2.0 ”) as a guiding principle for assessing, identifying and managing material risks from cybersecurity threats.
This team will be at the forefront of our cybersecurity initiatives, coordinating both internal and external resources to anticipate, identify, and mitigate cyber threats. Our approach will include regular updates from our third-party security expert consultant, leveraging intelligence from various sources, and utilizing advanced security tools to protect our digital environment.
The Company receives regular updates from our third-party security consultant, leveraging intelligence from various sources, and utilizing advanced security tools to protect our digital environment.
The responsibility for day-to-day management of cybersecurity risks lies with the Chief Financial Officer and Chief Executive Officer, with assistance from other members of management and contracted information technology consultants. The Company’s contracted information technology consultants consist of highly experienced professionals in the areas of network security and disaster recovery.
Sean Whiteford, with assistance from other members of management and contracted information technology consultants. The Company’s contracted information technology consultants consist of experienced professionals in the areas of network security and disaster recovery. This team will be at the forefront of our cybersecurity initiatives, coordinating both internal and external resources to anticipate, identify, and mitigate cyber threats.
Removed
In designing and evaluating our cybersecurity program, we intend to adopt the National Institute of Standards and Technology Cybersecurity Framework (“ NIST CSF 2.0 ”) as a guiding principle.
Added
The Board is tasked with monitoring the effectiveness of our cybersecurity risk management program. The Board is kept informed by management with respect to cybersecurity risks facing the Company and significant cybersecurity incidents. The responsibility for day-to-day management of cybersecurity risks lies with the CISO, Mr. Brett MacKay and Chief Executive Officer, Mr.
Removed
Cybersecurity Governance The governance of cybersecurity risks will be a critical function of our Board, which will have a key role in the oversight of cybersecurity and related technology risks.
Removed
The Board will be tasked with monitoring the effectiveness of our cybersecurity risk management program, once adopted. -11- The Board will receive regular updates from management on the state of cybersecurity risks facing the Company. This includes briefings on any significant cybersecurity incidents and ongoing cybersecurity risk management efforts.

Item 2. Properties

Properties — owned and leased real estate

34 edited+7 added−28 removed26 unchanged
Biggest changeSelkirk Mine Mineral Resource Estimate, November 1, 2024: Classification Tonnage Grade Contained Metal (Mt) (% Cu) (% Ni) (g/t Pd) (g/t Pt) (000 t Cu) (000 t Ni) (000 oz Pd) (000 oz Pt) Inferred 44.2 0.30 0.24 0.55 0.12 132 108 775 174 The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selkirk TRS.
Biggest changeOn January 31, 2025, the Company filed with the SEC on a Current Report on Form 8-K, the Selkirk MRE in conformance with S-K 1300 and Item 601(b)(96) Technical Report Summary, entitled “ S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana ” and dated January 8, 2025 (with an effective date of November 1, 2024), for its Selkirk Mine. -26- The table below presents the Selkirk Mine Mineral Resource Estimate, with effective date of November 1, 2024: Classification Tonnage Grade Contained Metal (Mt) (% Cu) (% Ni) (g/t Pd) (g/t Pt) (000 t Cu) (000 t Ni) (000 oz Pd) (000 oz Pt) Inferred 44.2 0.30 0.24 0.55 0.12 132 108 775 174 The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selkirk TRS.
Orientation follows country rock foliation, and the zones can dip moderately to steeply, and can extend from 150 m to over 2,000 m. The principal sulphide minerals are pyrrhotite, chalcopyrite, and pentlandite which occur in massive, semi-massive, and disseminated form. Pyrite occurs as localized overgrowth. Magnetite occurs as rounded inclusions in massive sulphides and as later overgrowths.
Orientation follows country rock foliation, and the zones can dip moderately to steeply, and can extend from 150 m to over 2,000 metres. The principal sulphide minerals are pyrrhotite, chalcopyrite, and pentlandite which occur in massive, semi-massive, and disseminated form. Pyrite occurs as localized overgrowth. Magnetite occurs as rounded inclusions in massive sulphides and as later overgrowths.
All mineralization horizons pinch and swell, are conformable to the gneissic foliation, and are hosted within or at the hanging wall contact of amphibolite with the gneissic country rocks. Mineralization horizons range in thickness from very thin to over 20 m thick and are commonly one to three metres thick (deposit dependent).
All mineralization horizons pinch and swell, are conformable to the gneissic foliation, and are hosted within or at the hanging wall contact of amphibolite with the gneissic country rocks. Mineralization horizons range in thickness from very thin to over 20 metres thick and are commonly one to three metres thick (deposit dependent).
Geological Setting, Mineralization and Deposit The eastern portion of Botswana forms part of the Limpopo Mobile Belt (“ LMB ”) which represents a deep crustal section through an orogenic province between the Kaapvaal and Zimbabwe Cratons. -14- The Selebi Mines are located in highly deformed and metamorphosed Archean gneisses near the north margin of the central zone (“ CZ ”) of the LMB.
Geological Setting, Mineralization and Deposit The eastern portion of Botswana forms part of the Limpopo Mobile Belt (“ LMB ”) which represents a deep crustal section through an orogenic province between the Kaapvaal and Zimbabwe Cratons. -23- The Selebi Mines are located in highly deformed and metamorphosed Archean gneisses near the north margin of the central zone (“ CZ ”) of the LMB.
The qualified persons of SLR meet the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K. -16- Property Description and Location 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 qualified persons of SLR meet the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K. -24- Property Description and Location 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.
Head grades declined from 2010 to 2015 and in October 2016 BCL was placed into provisional liquidation and all its operations put under care and maintenance. PREM acquired the Selebi Mines and current Selebi mining lease from the BCL Liquidator on January 31, 2022.
Head grades declined from 2010 to 2015 and in October 2016 BCL was placed into provisional liquidation and all its operations put under care and maintenance. NEXM acquired the Selebi Mines and current Selebi mining lease from the BCL Liquidator on January 31, 2022.
The Company will update its assessment of individually material mines on an annual basis. The Company also holds interests in certain exploration stage properties located in Canada, however, the Company has determined that such properties are not independently material to the Company at this time.
The Company will update its assessment of individually material mines on an annual basis. While the Company also holds interests in certain exploration stage properties located in Canada, the Company has determined that such properties are not independently material to the Company at this time.
The original licence which had been granted to BCL Limited (“ BCL ”) on March 7, 1972, which covered both Selebi and Phikwe project areas, was amended several times and renewed once, and was set to expire on March 6, 2022.
The original licence which had been granted to BCL on March 7, 1972, which covered both Selebi and Phikwe project areas, was amended several times and renewed once, and was set to expire on March 6, 2022.
Land Tenure The Selkirk Mine consists of a single mining licence covering an area of 1,458 hectares (14.58 km 2 ) and four prospecting licences covering a total of 12,670 hectares (126.7 km 2 ). 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 PREM.
Mining Tenure The Selkirk Mine consists of a single mining licence covering an area of 1,458 hectares (14.58 km 2 ) and four prospecting licences covering a total of 12,670 hectares (126.7 km 2 ). 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 NEXM.
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 64 unpatented mining claim cells in two separate blocks, covering a total area of 847 hectares held by the Company.
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 64 unpatented mining claim cells, covering a total area of 847 hectares held by the Company.
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 in 2024 on the Post Creek Property. The claims have sufficient work credits to keep them in good standing until 2027.
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 in 2025 on the Post Creek property. The claims have sufficient work credits to keep them in good standing until 2030.
The Selkirk underground mine was operated from 1989 to 2002 by Tati Nickel Mining Company (“ TNMC ”), a company created specifically to exploit the deposit. More than 1 Mt of material grading 2.6% Ni and 1.6% Cu was extracted from a semi-elliptical deposit of massive sulphide up to 20 m thick.
The Selkirk underground mine was operated from 1989 to 2002 by TNMC, a company created specifically to exploit the deposit. More than 1 Mt of material grading 2.6% Ni and 1.6% Cu was extracted from a semi-elliptical deposit of massive sulphide up to 20 m thick.
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 62 unpatented mining cells for a total of 1,024 hectares.
No material expenditures or activities are currently being contemplated on the Post Creek property. Halcyon Property The Halcyon property is located 35 kilometres northeast of Sudbury in the Parkin and Aylmer townships and consists of 62 unpatented mining cells for a total of 1,024 hectares.
The Selebi Mines is an exploration stage property. Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the Selebi TRS was prepared by SLR Consulting (Canada) Ltd (“ SLR ”). The qualified persons of SLR meet the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K.
Pursuant to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the Selebi TRS was prepared by SLR Consulting (Canada) Ltd (“ SLR ”). The qualified persons of SLR meet the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K.
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 clusters of trees typical of a tree savanna biome.
The property 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 has a fairly level terrain, and beyond the mine footprint is covered in grassland with dispersed and clusters of trees typical of a tree savanna biome.
Halcyon is adjacent to the Post Creek property and is approximately two kilometres north of the producing Podolsky Mine of FNX Mining.
Halcyon is adjacent to the Post Creek property and is approximately two kilometres north of the Podolsky Mine.
Cobalt, a potentially valuable by-product, has not been included in the Selkirk MRE as cobalt analyses are not consistently available throughout the deposit. Planned metallurgical studies will determine payability of cobalt at the Selkirk Mine.
Cobalt, a potentially valuable by-product, has not been included in the Selkirk MRE as cobalt analyses were not consistently available throughout the deposit at the time of MRE preparation. Ongoing metallurgical studies will determine payability of cobalt at the Selkirk Mine.
A railway line crosses the western margin of the Selkirk area. -17- History Anglo American Corporation of South Africa established the presence of nickel and copper occurrences at the sites of the ancient copper workings in the area in 1929. Significant exploration started in the mid-1960s by the Tati Territory Exploration Company.
The property benefits from power and water supply. A railway line crosses the western margin of the Selkirk area. -25- History Anglo American Corporation of South Africa established the presence of nickel and copper occurrences at the sites of the ancient copper workings in the area in 1929. Significant exploration started in the mid-1960s by the Tati Territory Exploration Company.
Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Selkirk TRS, which has been included as Exhibit 96.2 to this Report. The Selkirk TRS is incorporated herein by reference and made a part hereof.
Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Selebi TRS, which has been included as Exhibit 96.1 to this Report.
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.
With a population of approximately 43,000, 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 Main deposit began production in 1980 and Selebi North began production in 1990.
Mining licence 2022/1L was granted to PNRPL on January 31, 2022, over the Selebi Mines deposits discovered under mining licence 4/72.
The mining licence is centred approximately at 22°03’00”S and 27°47’00”E. Mining licence 2022/1L was granted to PNRPL on January 31, 2022, over the Selebi Mines deposits discovered under mining licence 4/72.
For more information, see below under the heading “ Canada Nickel Projects – Sudbury, Ontario ”. S elebi Mines The information that follows relating to the Selebi Mines is derived from, and in some instances is an extract from, the Selebi TRS. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein.
For more information, see below under the heading “ Canada Nickel Projects – Sudbury, Ontario ”. S elebi Mines The information that follows relating to the Selebi Mines is derived from, and in some instances is an extract from, the Selebi TRS (as defined herein).
It was prepared using results from 232 surface and 10 underground historical drillholes drilled between 2003 and 2016, five 2016 drillholes sampled by PREM in 2021, and 17 historical drillholes resampled in 2024.
It was prepared using results from 232 surface and 10 underground historical drillholes drilled between 2003 and 2016, five 2016 drillholes sampled by NEXM in 2021, and 17 historical drillholes resampled in 2024. Analytical results from NEXM re-sampling showed higher platinum group element values compared to historic results.
Controls include, but are not limited to, use of certified laboratories, formal quality assurance and quality control (“ QA/QC ”) protocols, standardized procedures, workflow processes, data verification, supervision and management approval, internal and external reviews, and data security covering record keeping, chain of custody and data storage. -20- QA/QC protocols over sampling and assaying of drill hole samples encompass the insertion of blind reference material samples including certified reference materials (CRM) and blanks, as well as coarse reject duplicate samples in the primary sample streams.
Controls include, but are not limited to, use of certified laboratories, formal quality assurance and quality control (“ QA/QC ”) protocols, standardized procedures, workflow processes, data verification, supervision and management approval, internal and external reviews, and data security covering record keeping, chain of custody and data storage.
Selective pulp samples are analyzed at a secondary laboratory. All results are reviewed upon receipt and actioned according to predefined failure criteria. Internal reports are prepared to monitor performance and trends over longer periods. Data is maintained in an industry standard data management software with regular backups and internal controls.
Internal reports are prepared to monitor performance and trends over longer periods. Data is maintained in an industry standard data management software with regular backups and internal controls.
The Selebi and Phikwe discoveries were made in 1963 and 1967, respectively, and a single mining lease was granted to Bamangwato in 1967 covering both areas. Bamangwato changed its name to BCL in 1977 and operated the combined Selebi-Phikwe project from 1970 until its closure in 2016.
Bamangwato changed its name to BCL in 1977 and operated the combined Selebi-Phikwe project from 1970 until its closure in 2016.
Internal Controls over the Mineral Resources Estimation Process The Company uses an industry-standard approach to exploration and mineral resource estimation that results in reasonable and reliable estimates aligned with industry practice and reporting regulations. The Company’s systems cover exploration activities, sample preparation and analysis, mineral processing, metallurgical testing, recovery estimation, and mineral resource estimations.
In November 2025, the Company received final approval from the authorities of the relinquishment. -27- Internal Controls over the Mineral Resources Estimation Process The Company uses an industry-standard approach to exploration and mineral resource estimation that results in reasonable and reliable estimates aligned with industry practice and reporting regulations.
The current mining licence is limited to the Selebi and Selebi North deposits and their surrounding areas, expires May 26, 2032, and excludes the Phikwe mines and associated infrastructure. -13- History Exploration in the Selebi Mines area was initiated in 1959 by Bamangwato Concessions Limited (“ Bamangwato ”) and included soil geochemistry, geological mapping, trenching, and diamond drilling over the then combined Selebi-Phikwe area.
History Exploration in the Selebi Mines area was initiated in 1959 by Bamangwato Concessions Limited (“ Bamangwato ”) and included soil geochemistry, geological mapping, trenching, and diamond drilling over the then combined Selebi-Phikwe area. The Selebi and Phikwe discoveries were made in 1963 and 1967, respectively, and a single mining lease was granted to Bamangwato in 1967 covering both areas.
Reference should be made to the full text of the Selebi TRS, which has been included as Exhibit 96.1 to this Report. In the event that we determine that any modifying factors, estimates and other scientific and technical information in the report materially change, we may update or file a new technical report in the future.
In the event that we determine that any modifying factors, estimates and other scientific and technical information in the report materially change, we may update or file a new technical report in the future. The Selebi Mines is an exploration stage property.
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) expired September 30, 2024, and applications for renewal were submitted prior to the expiry date.
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) were renewed during the first quarter of 2025 and will expire March 31, 2027. Infrastructure The area is in a rural district, and the available infrastructure is minimal.
Studies 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 current mining licence is limited to the Selebi and Selebi North deposits and their surrounding areas, expires May 26, 2032, and excludes the Phikwe mines and associated infrastructure. -22- Infrastructure 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.
Readers are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category. -18- Exploration Exploration work completed by PREM 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 unsampled on surface, sampling underground drifts, and submitting a number of samples for proof-of-concept metallurgical testing.
Readers are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category. The Selkirk MRE provides a solid foundation for advancing the Selkirk deposit to an economic study.
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.
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 located adjacent to the Selebi Mines at the historical Phikwe Mine; however, these facilities were not included in the Company’s acquisition of the Selebi Mines and remain under separate ownership.
No exploration work was completed on the Halcyon Property 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 consisted of 99 claim cells in two blocks.
No exploration work was completed on the Halcyon property in 2025. The claims are in good standing through 2030. No material expenditures or activities are currently being contemplated on the Halcyon property. Maniitsoq Nickel-Copper-PGM Project, Southwest Greenland In December 2024, the Company notified the Government of Greenland that it was relinquishing its licences.
Removed
The Selebi Mines infrastructure includes two mines, currently on care and maintenance, Selebi (#2 Shaft) and Selebi North (#4 Shaft), and associated surface infrastructure. -12- Land Tenure The Selebi Mines consists of a single mining licence covering an area of 11,504 hectares. The mining licence is centered approximately at 22°03’00”S and 27°47’00”E.
Added
Mining terminated at both operations in 2016 due to weak global commodity prices and a failure in the separate Phikwe smelter processing facility. The BCL assets were subsequently placed under liquidation in 2017. -21- Mining Tenure The Selebi Mines consist of a single mining licence covering an area of 11,504 hectares.
Removed
Exploration Exploration work completed at the Selebi Mines from 2021 through to the date of this Report consisted of the sourcing and digitization of existing historical information, confirming collar and down hole location information of selected historical holes, and drilling. PREM also completed gyro, BHEM, televiewer, and downhole physical property surveys on selected high priority historical and recent exploration holes.
Added
Both facilities were placed on care and maintenance in 2016. The Selebi Mines current infrastructure includes two previously operating mines, Selebi Main (#2 Shaft) and Selebi North (#4 Shaft), and associated surface infrastructure.
Removed
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.
Added
Selkirk Mine The information that follows relating to the Selkirk Mine is derived from, and in some instances is an extract from, the Selkirk TRS. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein.
Removed
Selebi North In August 2023, an underground resource and exploration drilling program at Selebi North was initiated, which continued throughout 2024 and into 2025. During 2024 and up to the filing of this Report, the Company has drilled approximately 45,827 metres in 87 holes, bringing the SNUG drilling program total to 63,947 metres in 162 holes.
Added
Reference should be made to the full text of the Selkirk TRS, which has been included as Exhibit 96.2 to this Report. The Selkirk TRS is incorporated herein by reference and made a part hereof.
Removed
Assays for a total of 33,963 metres across 80 completed holes have not been accounted for in the Initial Selebi MRE. The program 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.
Added
Removal of the remaining structures from the camp was completed in September 2025.
Removed
All holes were surveyed with a gyro instrument and selected holes were surveyed with BHEM. BHEM surveys have been completed in 89 underground holes. -15- Selebi Main A total of 748 metres of surface drilling has been completed at Selebi Main in 2024 and to date.
Added
The Company’s systems cover exploration activities, sample preparation and analysis, mineral processing, metallurgical testing, recovery estimation, and mineral resource estimations.
Removed
Historic hole sd120 was wedged at 500 metres and sd120-W1a was drilled to a length of 1,201 metres. This new hole, sd120-W1a, completed in September 2024, intersected massive sulphides at a distance of 46 metres north-northeast (minegrid) from the historic hole. A second hole, sd102a, was wedged at 491 metres and abandoned at 538 metres.
Added
QA/QC protocols over sampling and assaying of drill hole samples encompass the insertion of blind reference material samples including certified reference materials (CRM) and blanks, as well as coarse reject duplicate samples in the primary sample streams. Selective pulp samples are analyzed at a secondary laboratory. All results are reviewed upon receipt and actioned according to predefined failure criteria.
Removed
Further information on assay results can be found in the Selebi TRS and the Company’s news releases, copies of which are available on the Company’s website ( https://premiumresources.com/ ). The Company’s website is not incorporated in this Report. Assay results are publicly released as they are received and confirmed by the Company.
Removed
PREM 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 are being investigated and include a bulk concentrate and separate nickel and copper concentrates.
Removed
In 2021, PREM carried out due diligence work that included metallurgical sampling and testing. Subsequent metallurgical study programs were carried out by SGS Canada Inc. (“ SGS ”) in Lakefield, Ontario for separate copper and nickel concentrate production at a conceptual level.
Removed
In 2024, samples were collected from underground from both Selebi Main and Selebi North with flotation test work and pre-concentration studies ongoing for these samples. Engineering trade off studies are nearing completion by DRA Global out of Johannesburg.
Removed
These include alternative mining methods, electrification of the underground mining fleet, refurbishment of historical critical infrastructure, crushed ore conveying versus use of haul trucks, and blasting options. During the year ended December 31, 2024, the Company incurred $28,017,207 (2023 - $21,469,132) in exploration and evaluation expenditures on the Selebi Mines.
Removed
The Company incurred $8,735,401 to acquire the Selebi Mines, and has incurred a further $69,296,576 in exploration and evaluation expenditures project-to-date as at December 31, 2024. Selkirk Mine The information that follows relating to the Selkirk Mine is derived from, and in some instances is an extract from, the Selkirk TRS.
Removed
The Company received verbal confirmation that they were renewed during the first quarter of 2025 and will expire September 30, 2026. Infrastructure The area is in a rural district and the available infrastructure is minimal.
Removed
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.
Removed
PREM has also initiated an internal study into the feasibility of the open pit concept and is exploring conceptually with limited test information several different processing options. The Selkirk MRE serves as a solid foundation for advancing the Selkirk deposit to an economic study.
Removed
Analytical results from PREM re-sampling showed higher PGE values compared to historic results and additional resampling is expected to result in higher Pt and Pd grades and contained metal. Further, the Selkirk MRE was prepared under the conceptual processing scenario of producing two separate concentrates. Additional work on alternate processing options may result in higher recoveries.
Removed
Exploration programs have also been ongoing at the prospecting licences located adjacent to the Selkirk mining licence, with a DGPS 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.
Removed
These five holes were located, DGPS coordinates collected, and two holes, DRKP001 and 002, were sampled in Q3 2024. Assays showed no significant results in Ni, Cu, or PGEs. Studies PREM intends to use flotation to produce a concentrate for commercial sale or for further refining.
Removed
Concentrate options are being investigated and include separate nickel and copper concentrates, and a bulk concentrate. Metallurgical study programs were carried out by SGS in Lakefield 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.
Removed
PREM 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 Company is also investigating producing a lower grade nickel concentrate suitable for hydrometallurgical processing.
Removed
Phase 1 hydrometallurgical test-work using the Platsol process began in late 2023 and was completed in January 2024. Results from the metallurgical testing showed recoveries of all the payable metals (Ni, Cu, Co, Au, Pt and Pd) to the solution phase were very high (generally >99%) in the initial batch autoclave testing.
Removed
The downstream processes have been tested at bench scale and, although it is not possible to precisely quantify final metal recoveries to saleable products until continuous, integrated piloting is completed, overall recoveries of all payable metals should be >95% based on commercial experience of base metal hydrometallurgical plants. This study demonstrated that alternate processing options are potentially viable at Selkirk.
Removed
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.
Removed
During the year ended December 31, 2024, the Company incurred $1,477,696 (2023 - $1,233,342) in exploration and evaluation expenditures on the Selkirk Mine.
Removed
The Company incurred $327,109 to acquire the Selkirk Mine, and has incurred a further $3,058,502 in exploration and evaluation expenditures project-to-date as at December 31, 2024. -19- Maniitsoq Nickel-Copper-PGM Project, Southwest Greenland No exploration work was carried out in Greenland in 2024.
Removed
In early December 2024, the Company notified the Government of Greenland that it was relinquishing its licences effective immediately and is awaiting final approval from authorities.
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+5 added−24 removed1 unchanged
Biggest changeRecent Sales of Unregistered Securities The following table outlines the number of Common Shares and securities that are convertible into Common Shares issued by the Company during the three months ended December 31, 2024.
Biggest changeUnregistered Sales of Equity Securities The following table outlines the number of Common Shares and securities that are convertible to Common Shares issued by the Company pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act, during the three months ended December 31, 2025.
The holders of Common Shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Holders of Common Shares have no pre-emptive rights and no right to convert their Common Shares into any other securities. There are no redemption or sinking fund provisions applicable to the Common Shares.
This figure does not reflect the beneficial ownership of shares held in nominee name. The holders of Common Shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Holders of Common Shares have no pre-emptive rights and no right to convert their Common Shares into any other securities.
Dividends We have not paid, and do not in the foreseeable future intend to pay, any dividends on the Common Shares.
There are no redemption or sinking fund provisions applicable to the Common Shares. Dividends We have not paid, and do not in the foreseeable future intend to pay, any dividends on the Common Shares.
Convertible Securities Date of Issuance Security Exercise Price per Security ($) Number of Securities December 4, 2024 Options 0.49 300,000 December 30, 2024 DSUs N/A 317,500 Purchases of Equity Securities by the Issuer and Affiliated Purchasers There was no repurchase activity by the Company in respect of Common Shares during the year ended December 31, 2024.
Date of Issuance Security Exercise Price per Security ($) Number of Securities November 17, 2025 RSUs N/A 332,512 November 17, 2025 DSUs N/A 46,600 Purchases of Equity Securities by the Issuer and Affiliated Purchasers There was no repurchase activity by the Company in respect of Common Shares during the year ended December 31, 2025.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information The Common Shares are listed and posted for trading on the TSXV under the symbol “PREM”. In addition, the Common Shares are currently quoted on the OTC Pink Open Market under the symbol “PRMLF”.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information The Common Shares are listed and posted for trading on the Nasdaq and TSXV under the symbol “NEXM”. Holders As of March 13, 2026, there were 181 holders of record of Common Shares, based on information provided by the Company’s transfer agent.
Removed
Holders As of March 18, 2025 , there were 529 holders of record of Common Shares, based on information provided by the Company’s transfer agent and the recently announced financing transaction (see “ Liquidity & Capital Resources – Financings ”). This figure does not reflect the beneficial ownership of shares held in nominee name.
Added
There are no current restrictions that limit our ability to pay dividends on our Common Shares or that are likely to do so in the future.
Removed
Certain Canadian Federal Income Tax Considerations for U.S.
Added
Convertible Securities On November 17, 2025, the Board approved a grant of RSUs representing an aggregate of 332,512 Common Shares to certain officers, employees and consultants.
Removed
Residents The following general summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada) (the “ Tax Act ”) generally applicable to a holder who is a beneficial owner of our Common Shares and who, at all relevant times, (i) is not, and is not deemed to be, resident in Canada for purposes of the Tax Act and any applicable income tax treaty or convention, (ii) is resident in the United States for purposes of the Treaty (as defined below) and is fully entitled to all benefits of the Treaty, (iii) deals at arm’s length with us, and is not affiliated with us, for purposes of the Tax Act, (iv) holds our Common Shares as capital property for purposes of the Tax Act, and (v) does not use or hold, and is not deemed to use or hold, our Common Shares in the course of carrying on, or otherwise in connection with, a business in Canada for purposes of the Tax Act (a “ U.S.
Added
Of this amount, 287,512 RSUs were granted at a deemed price of $7.60 per RSU, representing the 90-Day volume weighted average price of the Company’s shares on the TSXV as of November 17, 2025, and reflecting a 55% premium to the Company’s closing share price on November 17, 2025.
Removed
Resident Holder ”). Special rules, which are not discussed in this summary, may apply to a U.S. Resident Holder that is an insurer carrying on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act).
Added
These RSUs will vest annually in equal thirds beginning on the first anniversary of the date of grant. A further 45,000 RSUs were granted to certain officers and consultants at a deemed price of $8.80 per RSU, representing a 79% premium to the Company’s closing share price on November 17, 2025.
Removed
Generally, our Common Shares will be considered to be capital property to a holder provided that the holder does not use or hold such shares in the course of carrying on a business of trading or dealing in securities and such holder has not acquired them or been deemed to have acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.
Added
These RSUs will vest in full on the first anniversary of the date of grant. The Company also granted DSUs representing an aggregate of 46,600 Common Shares to directors at a deemed price of $7.60 per DSU on November 17, 2025. The DSUs will be payable in cash and settled in accordance with the terms of the Omnibus Plan.
Removed
This summary is based upon the current provisions of the Tax Act and the regulations thereunder (the “ Regulations ”) in force as of the date hereof, our understanding of the administrative policies and assessing practices of the Canada Revenue Agency (the “ CRA ”) published in writing by the CRA prior to the date hereof, and the Canada-United States Tax Convention (1980) as amended by the Protocols thereto prior to the date hereof (the “ Treaty ”).
Removed
This summary also takes into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that all such Tax Proposals will be enacted in their present form.
Removed
However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all.
Removed
This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our Common Shares and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein. -22- This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our Common Shares, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our Common Shares is made.
Removed
Accordingly, holders and prospective holders of our Common Shares should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our Common Shares in their particular circumstances.
Removed
Currency For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of our Common Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars based on the rate quoted by the Bank of Canada for the applicable day or such other rate of exchange that is acceptable to the CRA.
Removed
Dividends Dividends paid or credited, or deemed to be paid or credited, on our Common Shares to a U.S. Resident Holder will be subject to Canadian withholding tax. Under the Tax Act, the rate of Canadian withholding tax is 25% of the gross amount of such dividends, which rate is subject to reduction under the Treaty.
Removed
Under the Treaty, the rate of Canadian withholding tax on dividends paid or credited, or deemed to be paid or credited, on our Common Shares to a U.S. Resident Holder who is the beneficial owner of the dividends is reduced to 15% or, in the case of a U.S.
Removed
Resident Holder that is the beneficial owner of the dividends and is a corporation that beneficially owns at least 10% of our voting shares, the rate is reduced to 5%. U.S.
Removed
Resident Holders who may be eligible for a reduced rate of withholding tax on dividends pursuant to the Treaty should consult with their own tax advisors with respect to taking all appropriate steps in this regard. Disposition of Common Shares A U.S.
Removed
Resident Holder generally will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a Common Share unless the Common Share constitutes (or is deemed to constitute) “taxable Canadian property” (as defined in the Tax Act) of the U.S.
Removed
Resident Holder at the time of disposition and the U.S. Resident Holder is not entitled to relief under the Treaty. Generally, a Common Share will not constitute “taxable Canadian property” of a U.S.
Removed
Resident Holder at a particular time provided that the Common Share is listed on a “designated stock exchange” (as defined in the Tax Act, which currently includes Tiers 1 and 2 of the TSXV) at that time, unless, at any time during the 60-month period that ends at that time, both: (i) one or any combination of (a) the U.S.
Removed
Resident Holder, (b) persons with whom the U.S. Resident Holder did not deal at arm’s length for purposes of the Tax Act and (c) partnerships in which the U.S.
Removed
Resident Holder or a person described in (b) holds a membership interest (directly or indirectly through one or more partnerships), own 25% or more of the issued shares of any class or series of our Company, and (ii) more than 50% of the fair market value of the Common Share was derived directly or indirectly from one or any combination of: (a) real or immovable property situated in Canada, (b) “timber resource properties” (as defined in the Tax Act), (c) “Canadian resource properties” (as defined in the Tax Act) or (d) options in respect of, or interests in, or for civil law rights in, any of the foregoing, whether or not the property exists.
Removed
If the Common Shares are not listed on any designated stock exchange, the Common Shares would generally be “taxable Canadian property” of a U.S. Resident Holder at any time if, at any particular time during the 60-month period that ends at that time, the condition described in (ii) above is met.
Removed
Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, a Common Share may be deemed to be “taxable Canadian property”. In the case of a U.S.
Removed
Resident Holder for whom our Common Shares constitute “taxable Canadian property”, no Canadian taxes will generally be payable on a capital gain realized on the disposition or deemed disposition of such shares by reason of the Treaty, unless the value of such shares is derived principally from “real property situated in Canada” for purposes of the Treaty at the time of the disposition.
Removed
U.S. Resident Holders for whom Common Shares may constitute “taxable Canadian property” should consult their own tax advisor as to the Canadian federal income tax consequences of the disposition, including potential compliance requirements and withholding under Section 116 of the Tax Act. Item 6. [RESERVED].

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

45 edited+110 added−65 removed12 unchanged
Biggest changeCash Flows The following table summarizes the Company’s cash flows: Year ended December 31, 2024 $ 2023 $ Cash flows Operating activities (37,599,434 ) (29,462,860 ) Investing activities (1,022,231 ) (5,254,964 ) Financing activities 25,346,644 50,138,346 Increase (decrease) in cash and cash equivalents before effects of exchange rate changes (13,275,021 ) 15,420,522 Effect of exchange rate changes on cash and cash equivalents 135,326 (1,337,885 ) Change in cash and cash equivalents for the period (13,139,695 ) 14,082,637 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 6,105,933 19,245,628 Operating Activities Net cash used in operating activities for 2024 increased by $8,136,574 compared to 2023 resulting from the ramp-up of drilling, geology, geophysics, mine development, and other activities at the Mines over the year.
Biggest changeFollowing the Company’s decision not to pursue the acquisition of these deposits, the Company has determined that the carrying amount of these costs is no longer recoverable and has therefore recognized an impairment loss. ● Loss on term loan extinguishment represents the difference between the fair value of the Settlement Units (defined in “ Liquidity & Capital Resources – Financings ”) issued and the carrying amount of the Term Loan on the date it was converted to equity. -38- Cash Flows The following table summarizes the Company’s cash flows: Year ended December 31, 2025 $ 2024 $ Cash flows Operating activities (47,580,572 ) (37,599,434 ) Investing activities (37,228,172 ) (1,022,231 ) Financing activities 119,684,989 25,346,644 Increase (decrease) in cash and cash equivalents before effects of exchange rate changes 34,876,245 (13,275,021 ) Effect of exchange rate changes on cash and cash equivalents (1,201,794 ) 135,326 Change in cash and cash equivalents for the year 33,674,451 (13,139,695 ) Cash and cash equivalents at the beginning of the year 6,105,933 19,245,628 Cash and cash equivalents at the end of the year 39,780,384 6,105,933 Operating Activities Net cash used in operating activities for the year ended December 31, 2025, increased by $9,981,138 compared to the prior year comparable period resulting from: (i) an increase in general exploration expenses as the Company executed on its expansionary drilling, metallurgical flowsheet development, and other studies and evaluation work in the current year period; and (ii) an increase in investor relations and communications expenditures in an effort to create market awareness about the Company’s new strategic direction and related activities at the Mines.
The royalty agreement consists of an NSR of 1% on the net value of sales of concentrate or other materials with respect to production from the Selkirk mining licence, of which the Company has the right to buy-back in full. The contingent consideration agreement is on similar terms as the Selebi Mines contingent consideration.
The royalty agreement consists of an NSR of 1% on the net value of sales of concentrate or other materials with respect to production from the Selkirk mining licence, which the Company has the right to buy-back in full. The contingent consideration agreement is on similar terms as the Selebi Mines contingent consideration.
It is not possible to estimate any 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.
It is not possible to estimate any future contingent liabilities and the impact on the Company’s operating results due to future changes in the Company’s development of its projects or future changes in such laws and environmental regulations.
The accompanying Annual 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 accompanying 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.
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. -26- The properties in which the Company currently has an interest are in the pre-revenue stage.
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. There is no assurance management will be successful in its endeavours. The properties in which the Company currently has an interest are in the pre-revenue stage.
This MD&A is intended to assist the reader to assess material changes in the financial condition of the Company during the year ended December 31, 2024, and the results of operations of the Company for the twelve-month periods ended December 31, 2024 and December 31, 2023.
This MD&A is intended to assist the reader to assess material changes in the financial condition of the Company during the year ended December 31, 2025, and the results of operations of the Company for the twelve-month periods ended December 31, 2025, and December 31, 2024.
NSR Option The Company received $2,750,000 (the “ Option Payment ”) from Cymbria for their right to participate in the Company’s right to repurchase one-half of the Selebi NSR and the entirety of the Selkirk NSR.
NSR Option The Company received $2,750,000 from Cymbria for their right to participate in the Company’s right to repurchase one-half of the Selebi NSR and the entirety of the Selkirk NSR.
NSR option liability – The fair value of the NSR options is determined using a valuation model that incorporates such factors as discounted cash flow projections, metal price volatility, and risk-free interest rate.
(4) The fair value of the NSR options is determined using a valuation model that incorporates such factors as discounted cash flow projections, metal price volatility, and risk-free interest rate.
As of December 31, 2024, there were no material rehabilitation costs for which the Company expects to incur, and 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.
As of December 31, 2025, there were no material rehabilitation costs that the Company expects to incur, and 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 royalty agreement consists of a net smelter royalty (“ NSR ”) of 2% on the net value of sales of concentrate or other materials with respect to production from the Selebi mining licence, of which the Company has the right to buy-back 50%.
The royalty agreement consists of a Net Smelter Return (“NSR”) royalty of 2% on the net value of sales of concentrate or other materials with respect to production from the Selebi mining licence, of which the Company has the right to buy-back 50%.
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.
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.
The following management’s discussion and analysis (this “ MD&A ”) of our financial condition and results of operations should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the fiscal years ended December 31, 2024 and 2023 (the “ Annual Financial Statements ”) appearing elsewhere in this Report.
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 consolidated financial statements of the Company and accompanying notes thereto for the fiscal years ended December 31, 2025, and 2024 (the “ Annual 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 that could cause actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors.
This discussion and analysis below includes forward-looking statements within the meaning of applicable securities laws that are subject to risks, uncertainties and other factors described in the “Risk Factors” section in Part I, Item 1A of this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors.
The contingent consideration agreement consists of two components: (i) a sliding scale payment of US$0.50/tonne of ore up to US$1.40/tonne of ore with respect to the discovery of new mineable deposits greater than 25 million tonnes of ore and; (ii) price participation of 15% on post-tax net earnings directly attributable to an increase of 25% or more in commodity prices, on a quarterly basis, for a period of seven years from the date of first shipment of concentrate or other materials. -29- Both the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of 5% of all precious metals sales and 3% of all base metals sales.
The contingent consideration agreement consists of two components: (i) a sliding scale payment of US$0.50/tonne of ore up to US$1.40/tonne of ore with respect to the discovery of new mineable deposits greater than 25 million tonnes of ore from a base case of 15.9 million tonnes, with a minimum grade of 2.5% nickel equivalent, accrued at the time of a decision to mine; and (ii) price participation of 15% on post-tax net earnings directly attributable to an increase of 25% or more in commodity prices, on a quarterly basis, for a period of seven years from the date of first shipment of concentrate or other materials.
Each Settlement Unit consists of one Common Share and one Common Share purchase warrant (each, a “ Settlement Warrant ”). Each Settlement Warrant entitles the holder to acquire one additional Common Share at a price of $0.40 per Common Share until March 18, 2028.
Each Private Placement Unit consisted of one Common Share of the Company and one-half of one Common Share purchase warrant (each whole warrant, a “ Private Placement Warrant ”) of the Company. Each Private Placement Warrant entitles the holder to acquire one additional Common Share at a price of $0.55 per share until March 18, 2028.
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 Canada, Barbados, and Botswana.
Such determinations are typically a component of a development project’s impact assessment and permitting. -42- 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 Canada, Barbados, and Botswana.
During 2024, the Company closed private placements for gross proceeds of approximately $27.5 million. Liquidity & Capital Resources The Company, being in the exploration and evaluation stage, is subject to risks and challenges similar to companies in a comparable stage of exploration and evaluation.
In the comparative period, the Company closed a financing in June 2024 for gross proceeds of $27,454,421 (see “ Liquidity & Capital Resources – Financings ”). Liquidity & Capital Resources The Company, being in the exploration and evaluation stage, is subject to risks and challenges similar to companies in a comparable stage of exploration and evaluation.
Phikwe South and the Southeast Extension In August 2023, the Company announced that it had entered into a binding commitment letter with the BCL Liquidator 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 historical workings.
Both the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of 5% of all precious metals sales and 3% of all base metals sales. -41- Phikwe South and the Southeast Extension In August 2023, the Company entered into a binding commitment letter with the BCL Liquidator 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 historical workings.
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 within 30 days’ notice to the Warrant holders. -27- 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.
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 Settlement Warrant holders.
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. In addition to the Selkirk APA, the purchase of the Selkirk Mine is also subject to a royalty agreement as well as a contingent consideration agreement with the liquidator.
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 APA provides that if Selkirk were commissioned earlier than Selebi, the payment of the third Selebi instalment of US$30 million, would trigger on Selkirk’s commission date.
The Company’s geographic segments are as follows: December 31, 2024 $ December 31, 2023 $ Current assets Canada 4,066,121 15,894,177 Barbados 89,446 104,024 Botswana 3,462,676 4,680,572 Total 7,618,243 20,678,773 Property, plant and equipment Canada - 8,726 Botswana 8,488,405 8,691,908 Total 8,488,405 8,700,634 Exploration and evaluation assets Botswana 8,846,821 8,594,798 The Company’s exploration and evaluation activities are assessed at the individual project level.
The Company’s geographic segments are as follows: December 31, 2025 $ December 31, 2024 $ Current assets Canada 33,301,948 4,066,121 Barbados 167,178 89,446 Botswana 13,006,411 3,462,676 Total 46,475,537 7,618,243 Exploration and evaluation assets Botswana 42,730,629 8,846,821 Property, plant and equipment Botswana 9,312,414 8,488,405 The Company’s exploration and evaluation activities are assessed at the individual project level.
Further, the final instalments on the drilling equipment and Syringa Lodge leases were paid in 2024, resulting in lower interest expense for the current year periods. -25- ● Interest expense and accretion on Term Loan and A&R Promissory Notes comprises the accrued interest on the Company’s Term Loan and A&R Promissory Notes, as well as the accretion of related transaction costs and fees.
In addition, interest expense was lower in 2025 as the final instalments on the drilling equipment and Syringa Lodge leases were paid in the second quarter of 2024 and the fourth quarter of 2024, respectively, eliminating related lease interest charges in the current periods. ● Interest expense and accretion on term loan comprises accrued interest on the Company’s now-extinguished term loan (see “ Liquidity & Capital Resources – Financings ”), as well as the accretion of related transaction costs and fees.
The Annual 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. -23- In this MD&A, unless the context otherwise requires, references to the Company or PREM refer to Premium Resources Ltd. and its consolidated subsidiaries.
The Annual Financial Statements and the financial information contained in this MD&A were prepared in accordance with accepted accounting principles in the United States of America (“ US GAAP ”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.
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 options as at December 31, 2024 and December 31, 2023 is nil.
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 options as of December 31, 2025, and December 31, 2024, is $nil. -44- The Company’s financial instruments are exposed to certain risks as discussed below: Interest Rate Risk The Company’s exposure to interest rate risk arises from the interest rate impact on its cash and cash equivalents and debt facilities.
(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. -28- Going Concern 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.
Going Concern 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.
As of December 31, 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 royalty agreement as well as a contingent consideration agreement with the BCL Liquidator.
In addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a royalty agreement as well as a contingent consideration agreement with the BCL Liquidator.
In order to carry out the planned project advancement and cover administrative costs, the Company will need to use its existing working capital and raise additional amounts as needed. As at December 31, 2024, the Company had $6,105,933 in available cash (December 31, 2023 – $19,245,628), with no sources of operating cash flows, and no significant credit lines in place.
In order to carry out the planned project advancement and cover administrative costs, the Company will need to use its existing working capital and raise additional amounts as needed.
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 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.
In accordance with the previously announced debt settlement agreement, the Company has issued to Cymbria an aggregate of 69,607,843 units (“ Settlement Units ”) at a deemed issue price of $0.30 per unit in full satisfaction of the $20,882,353 principal amount outstanding under the Term Loan, and the settlement of the $268,896 accrued interest in cash .
(“ EdgePoin t”), which bore interest at a rate of 10% per annum. The Company issued to Cymbria an aggregate of 3,480,392 units (each, a “ Settlement Unit ”) at a deemed issue price of $6.00 per Settlement Unit in full satisfaction of the $20,882,353 principal amount outstanding under the Term Loan.
Each warrant entitles the holder to acquire one additional Common Share at a price of $0.55 per share until March 18, 2028. In addition, the Company issued 4,000,000 Common Shares at an issue price of $0.30 per share to TriView Capital Ltd. for its services as finder.
Each Settlement Warrant entitles the holder to acquire one additional Common Share of the Company at a price of $8.00 per Common Share until March 18, 2028.
Each Unit is comprised of one 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.
Each November 2025 Unit consisted of one Common share of the Company and one Common Share purchase warrant of the Company (each a “ November 2025 Warrant ”). Each November 2025 Warrant entitles the holder to acquire one additional Common Share at a price of $8.00 per share until November 17, 2027.
A summary of the carrying value and fair value of other financial instruments were as follows: December 31, 2024 December 31, 2023 Classification Carrying Value $ Fair Value $ Carrying Value $ Fair Value $ Lease liabilities Level 2 - - 1,611,143 1,611,143 DSU liability Level 1 941,664 941,664 884,481 884,481 Vehicle financing Level 2 246,137 246,137 236,124 236,124 Term Loan Level 3 18,983,212 20,862,478 17,956,423 20,839,975 NSR option liability Level 2 2,750,000 2,750,000 2,750,000 2,750,000 Lease liabilities and vehicle financing - The fair values approximate carrying values as the interest rates are comparable to current market rates.
A summary of the carrying value and fair value of other financial instruments were as follows: December 31, 2025 December 31, 2024 Classification Carrying Value $ Fair Value $ Carrying Value $ Fair Value $ DSU liability (1) Level 1 373,392 373,392 941,664 941,664 Vehicle financing (2) Level 2 286,223 286,223 246,137 246,137 Mortgage payable (2) Level 2 1,333,354 1,333,354 - - Term loan (3) Level 3 - - 18,983,212 20,862,478 NSR option liability (4) Level 2 2,750,000 2,750,000 2,750,000 2,750,000 Notes: (1) For DSU liability, 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.
These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern.
It is not possible to predict whether future 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.
The Company completed a private placement financing issuing 153,333,334 units of the Company at a price of $0.30 per unit for aggregate gross proceeds of approximately $46 million (the “ March 2025 Private Placement ”). Each unit consists of one Common Share and one-half of one warrant.
The Private Placement consisted of issuing 7,666,667 units (each, a “ Private Placement Unit ”) of the Company at a price of $6.00 per unit for aggregate gross proceeds of $46,000,000.
The Company incurred a net loss of $42,420,283 for the year ended December 31, 2024 (December 31, 2023 - $32,376,069). To date, the Company has not generated profitable operations from its resource activities. It is not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of operations.
The Company incurred a net loss of $12,764,781 and $59,086,325 for the three and twelve months ended December 31, 2025, respectively (net loss of $11,274,951 and $42,420,283 for the three and twelve months ended December 31, 2024, respectively). To date, the Company has not generated profitable operations from its resource activities.
Subject to any changes in the Company’s operational plan, this transaction will provide the Company with the funds required to advance its planned activities and cover administrative costs through to the end of 2025.
The net proceeds from the November 2025 Financing funded the prepayment of the first contingent milestone payment under the Selebi APA and Selkirk APA on December 2, 2025, and is expected to advance exploration and development activities at the Mines and be used for working capital and general corporate purposes. -40- Subject to any changes in the Company’s operational plan, this transaction will provide the Company with the funds required to advance its planned activities and cover administrative costs into the fourth quarter of 2026.
The Company’s quarterly results may be affected by many factors such as timing of exploration activity, share-based compensation costs, capital raised, marketing activities and other factors that affect the Company’s exploration and evaluation activities. -24- The following table summarizes the Company’s Operations for the three-month and twelve-month periods ended December 31, 2024, and December 31, 2023: Three months ended December 31, Year ended December 31, 2024 $ 2023 $ 2024 $ 2023 $ EXPENSES General exploration expenses 7,714,199 6,903,046 29,651,360 22,863,740 Depreciation and amortization 492,787 503,523 1,581,270 744,783 General and administrative expenses 2,949,052 2,104,114 7,980,178 5,647,102 DSUs granted 138,113 234,122 1,020,523 798,122 Fair value movement of DSUs (489,520 ) (122,638 ) (963,340 ) (128,114 ) Net foreign exchange loss 47,725 138,103 408,086 395,020 LOSS FOR THE YEAR BEFORE OTHER ITEMS 10,852,356 9,760,270 39,678,077 30,320,653 Interest (income) expense, net (116,547 ) (5,919 ) (114,114 ) 222,387 Interest expense and accretion on Term Loan and A&R Promissory Notes 792,141 946,736 3,109,319 2,357,560 Other income (252,999 ) - (252,999 ) - Deferred tax recovery - (524,531 ) - (524,531 ) NET LOSS FOR THE PERIOD 11,274,951 10,176,556 42,420,283 32,376,069 ● General exploration expenses increased by $811,153 and $6,787,620 for the three and twelve months ended December 31, 2024, respectively, as the Company ramped-up drilling, geology, geophysics, mine development, and other activities at the Mines over the year. ● Depreciation for the three months ended December 31, 2024, was consistent with the prior year comparable period.
The following table summarizes the Company’s operations for the three- and twelve-month periods ended December 31, 2025, and December 31, 2024: Three months ended December 31, Year ended December 31, 2025 2024 2025 2024 $ $ $ $ EXPENSES General exploration expenses 8,982,650 7,714,199 36,113,842 29,651,360 Depreciation and amortization 507,350 492,787 2,068,821 1,581,270 General and administrative expenses 2,122,138 2,852,738 8,423,722 7,617,245 Investor relations and communications 1,090,117 96,314 4,981,937 362,933 Director fees 128,337 138,113 482,396 1,020,523 Fair value movement of DSUs (225,122 ) (489,520 ) (298,914 ) (963,340 ) Impairment loss - - 501,497 - Net foreign exchange loss 273,673 47,725 839,857 408,086 LOSS FOR THE PERIOD BEFORE OTHER ITEMS 12,879,143 10,852,356 53,113,158 39,678,077 OTHER ITEMS Interest income, net (114,362 ) (116,547 ) (437,638 ) (114,114 ) Interest expense and accretion on term loan - 792,141 428,371 3,109,319 Loss on term loan extinguishment - - 5,982,434 - Other income - (252,999 ) - (252,999 ) NET LOSS FOR THE PERIOD 12,764,781 11,274,951 59,086,325 42,420,283 ● General exploration expenses increased by $1,268,451 and $6,462,482 for the three and twelve months ended December 31, 2025, respectively, as the Company advanced its drilling and study work aimed at rapidly demonstrating the size potential of the Mines through expansionary drilling, metallurgical flowsheet development, and other studies and evaluation work.
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.
Other Properties No exploration work was completed in 2025 on the Post Creek property or Halcyon property, and no further work is currently planned for 2026 . -36- 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.
Critical Accounting Estimates The preparation of the Consolidated Financial Statements in conformity with US GAAP requires management to make assumptions and estimates that can affect reported amounts of assets, liabilities, revenue and expenses and the accompanying disclosures. Estimates are continuously evaluated and are based on management’s historical experience and on other assumptions believed to be reasonable under the circumstances.
The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements.
Net interest income increased by $110,628 and $336,501 for the three and twelve months ended December 31, 2024, respectively, as the Company held higher cash balances arising from the June 2024 Financing in guaranteed investment certificates.
Net interest income decreased by $2,185 and increased by $323,524 for the three and twelve months ended December 31, 2025, respectively.
These payments have been made. ● US$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.
The payment, which was otherwise payable upon approval by the Botswana Ministry of Mineral Resources, Green Technology and Energy Security of the Company’s Section 42 and Section 43 applications (for the further extension of the mining license and amendment of mining program, respectively), amounted to $34,441,488, and secured unencumbered title to the Mines.
Contractual Obligations and Contingencies As of December 31, 2024, the Company had no material commitments for capital expenditures over the next 12 months, however the Company had the following contractual obligations and commitments: Selebi Mines As per the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines is the sum of US$56,750,000 which amount shall be paid in three instalments: ● US$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 US$5,178,747.
Contractual Obligations and Contingencies As of December 31, 2025, the Company had commitments for capital expenditures over the next 12 months of $425,240 and the following other contractual obligations and commitments: Selebi Mines As per the Selebi APA, the following milestone payment remains outstanding: ● US$30,000,000 payable on the earlier of completion of mine construction and production start-up (commissioning) by the Company, or December 1, 2029.
In addition, there was a voluntary reduction in directors’ compensation for the three months ended December 31, 2024. ● Interest income and expense represents interest income earned on cash and cash equivalent deposits and interest expense on the Company’s lease liabilities and vehicle financing.
Fair value gains reflect a decrease in the Common Share price during the reporting period. ● Interest income, net represents interest earned on cash and cash equivalent deposits and interest incurred on the Company’s vehicle financing, mortgage payable, and previous lease liabilities.
DSU liability - 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. Term Loan – the Term Loan is carried at amortized cost. The fair value measurement of the Term Loan was based on an income approach.
(2) For vehicle financing and mortgage payable, the fair values approximate carrying values as the interest rates are comparable to current market rates. (3) The Term Loan is carried at amortized cost. The fair value measurement of the Term Loan was based on an income approach.
Investing Activities Key investing activities relate to the acquisition of property, plant and equipment. Net cash used in investing activities for 2024 decreased by $4,232,733 compared to 2023. The higher spending in 2023 was related to the acquisition of mobile equipment and the upfront purchase of tools and parts for the three drills which were leased in 2023.
Investing Activities Key investing activities relate to the acquisition of property, plant and equipment and acquisition costs for the Selebi Mines. Net cash used in investing activities for the year ended December 31, 2025, increased by $36,205,941 compared to the prior year comparable period.
Removed
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.
Added
In this MD&A, unless the context otherwise requires, references to “the Company” or “NEXM” refer to NexMetals Mining Corp. and its consolidated subsidiaries. All monetary amounts in the discussion are expressed in Canadian dollars unless otherwise indicated. Company Overview NEXM is a mineral exploration and development company focused on the discovery and advancement of high-quality Cu-Ni-Co-PGE resources.
Removed
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. Selected Financial Information and Financial Position The following amounts are derived from the Company’s consolidated financial statements prepared under US GAAP.
Added
The principal assets of the Company are the Selebi Main and Selebi North Cu-Ni-Co mines in Botswana and related infrastructure, as well as the Cu-Ni-Co-PGE Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licenses. The Company’s principal business activity is the exploration and evaluation of the Mines.
Removed
In Canadian dollars, except number of shares outstanding Three months ended December 31, Year ended December 31, Income Statement 2024 2023 2024 2023 2022 Net loss 11,274,951 10,176,556 42,420,283 32,376,069 27,306,350 Weighted average number of Common Shares outstanding – basic and diluted 185,708,588 138,475,825 168,932,859 128,509,525 109,661,379 Basic and diluted loss per share 0.06 0.07 0.25 0.25 0.25 Balance Sheet December 31, 2024 December 31, 2023 December 31, 2022 Additional paid-in capital 145,025,333 116,069,973 77,302,736 Common Shares outstanding 185,708,588 149,300,920 116,521,343 Total assets 24,953,469 37,974,205 18,411,643 Current liabilities 4,655,182 5,891,289 12,462,372 Net Loss The net loss of $42,420,283 for the year ended December 31, 2024, was higher by $10,044,214 compared to the prior year net loss of $32,376,069, largely due to increased exploration activities of $6,787,620 relating to the Botswana assets, an increase of $2,333,076 in general and administrative expenses related to share-based compensation and the retirement of the Company’s former Chief Executive Officer, and the higher interest expense and accretion on the Term Loan of $1,434,306.
Added
The Selebi and Selkirk Mines are permitted with 10-year mining licences, granted in 2022, and renewable upon the submission of approved mine plans and other customary conditions, and benefit from significant local infrastructure. The Company’s Selebi Mines include two shafts, the Selebi Main and Selebi North shafts, and related infrastructure such as rail, power and roads.
Removed
Total Assets Total assets as at December 31, 2024, decreased by $13,020,736 from the December 31, 2023, balance as a result of lower cash balances in the current period.
Added
NEXM is headquartered in Vancouver, British Columbia, Canada and its Common Shares are publicly traded on the Nasdaq and the TSXV under the symbol “NEXM”.
Removed
Current Liabilities Current liabilities as at December 31, 2024, decreased by $1,236,107 from December 31, 2023, due to a decrease in lease liabilities resulting from the repayment of principal and interest on the Syringa Lodge and drilling equipment leases.
Added
Prior to June 11, 2025, the Company traded on the TSXV under its previous name and symbol, Premium Resources Ltd. and “PREM,” respectively. -30- Statement on Disclosure Regarding Mineral Properties The information that follows relating to the Selebi Mines is derived from, and in some instances is an extract from, the Selebi Technical Report Summary entitled “ S-K 1300 Technical Report Summary Selebi Mines, Central District, Republic of Botswana ” with an effective date of June 30, 2024 and a signature date of December 17, 2024, prepared by SLR Consulting (Canada) Ltd., prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.
Removed
Depreciation was higher for the year ended December 31, 2024, when compared to the previous year due to significant property, plant and equipment acquisitions in late 2023. ● General and administrative expenses increased by $844,938 and $2,333,076 for the three and twelve months ended December 31, 2024, respectively, mainly due to costs of $1,168,729 associated with the retirement of the Company’s Chief Executive Officer in December 2024, higher share-based compensation related to the Company’s new restricted share unit (“ RSU ”) Plan and a change in the vesting pattern of the Company’s 2024 Stock Option grants, as well as higher filing and professional fees relating to additional regulatory reporting requirements in 2024. ● DSUs granted, net of fair value movements , 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.
Added
The information that follows relating to the Selkirk Mine is derived from, and in some instances is an extract from, the Selkirk Technical Report Summary entitled “ S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana ” with an effective date of November 1, 2024, and a signature date of January 8, 2025, prepared by SLR Consulting (Canada) Ltd., prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.
Removed
The decrease of $462,891 and $612,825 for the three and twelve months ended December 31, 2024, respectively, is due to downward mark to market adjustments on outstanding units resulting from a decrease in the Company’s share price.
Added
The qualified persons of SLR Consulting (Canada) Ltd. meet the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein.
Removed
The decrease of $154,595 for the three months ended December 31, 2024, relates to a higher undiscounted balance on the Term Loan in the current year period.
Added
Reference should be made to the full text of the Selebi TRS and Selkirk TRS, which have been included as Exhibit 96.1 and 96.2 to this Report, respectively.
Removed
The increase of $751,759 for the year ended December 31, 2024, when compared to the previous year, reflects the cost of the Term Loan being outstanding for a full 12 months in 2024, compared to six months in 2023. ● Deferred tax recovery of $524,531 related to the warrants issued with the Term Loan was recognized in the prior year period.
Added
In the event that we determine that any modifying factors, estimates and other scientific and technical information in the reports materially change, we may update or file a new technical report in the future. The Selebi Mines and Selkirk Mine are exploration stage properties.
Removed
Financing Activities Net cash provided by financing activities for 2024 decreased by $24,791,702 compared to 2023. During 2023, the Company obtained a Term Loan for gross proceeds of approximately $20.0 million and closed private placements for gross proceeds of approximately $39.8 million, using a portion of those funds to repay a $7.0 million promissory note from Pinnacle Island LP.
Added
Further information on assay results can be found in the Company’s news releases which are available on the Company’s website ( https://nexmetalsmining.com/ ). The Company’s website is not incorporated in this Report. Assay results are publicly released as they are received and confirmed by the Company.
Removed
As at December 31, 2024, the Company had working capital (calculated as total current assets less total current liabilities) of $2,963,061 (December 31, 2023 – $14,787,484). The decrease in working capital is mainly due to lower cash balances in support of exploration and evaluation activities.
Added
Exploration and Evaluation Activities The following table outlines the key milestones, estimated timing and costs related to each of the Mines, based on the Company’s reasonable expectations, intended courses of action and current assumptions and judgement, with information based as of December 31, 2025.
Removed
Financings On March 18 , 2025, the Company closed a significant refinancing and the deleveraging of its balance sheet with the conversion of the Term Loan into equity (the “ Debt Conversion ”).
Added
Key Milestones for Project Expected Timing of Completion Anticipated Costs Exploration and Development Selebi Main Surface Drilling Program Ongoing, costs to June 30, 2026 $6.8 million to $7.8 million Selebi Mines underground development Ongoing, costs to June 30, 2026 $2.0 million to $2.5 million Capital expenditures (1) Ongoing, costs to June 30, 2026 $2.0 million to $2.8 million Studies & Operating Costs Advancing project economics (2) Ongoing, costs to June 30, 2026 $3.0 million to $3.8 million Operating costs Ongoing, costs to June 30, 2026 $7.5 million to $8.1 million Notes: (1) Includes mobile equipment purchases and refurbishments, pumps, electrical equipment, and remaining payments on a second Marcotte deep drill in support of drill programs and underground development.
Removed
The Company also entered into advisory services agreements which include assistance with the identification of a new CEO, the Debt Conversion, and Company strategy. The advisors will continue to provide such services on an ongoing basis until June 30, 2025.
Added
(2) Includes advancing project economics through further metallurgical sampling and testing, flowsheet design, Mineral Resource Estimates for the Mines, and the Selebi Mines Preliminary Economic Assessment.
Removed
The Company issued 12,750,000 Common Shares to the advisors at a deemed price per share of $0.30 as consideration for their services. The shares remain subject to contractual resale restrictions for a 12-month period.
Added
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.
Removed
The Company also paid its financial advisor a fee of US$1,500,000, consisting of US$500,000 in cash and US$1,000,000 in 3,586,709 Common Shares issued at a price of US$0.28 per share.
Added
See “Cautionary Note Regarding Forward Looking Statements.” -31- Selebi Mines, Botswana Selebi North In 2023, an underground resource and exploration drilling program at Selebi North was initiated. The program was a combination of infill and exploration drilling to follow the extension of the mineralization down-dip and down-plunge.
Removed
The Company also granted: (i) 5,750,000 stock options with each option having an exercise price of $0.50, a term of five years, and vesting as to one-half on the date of grant and the balance on the first anniversary of the date of grant; and (ii) 3,175,000 RSUs, each RSU vesting in full on the first anniversary of the date of grant.
Added
The Company reported the final assays from the 2023/2024 in-fill drill program on April 17, 2025. Supplementary infill drilling has been strategically moved into later work programs.
Removed
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.
Added
In March 2025, the Selebi North Underground Resource Expansion Drilling program commenced with one drill rig targeting Borehole Electromagnetic (“ BHEM ”) plates located down-dip and down-plunge from the N3, N2, and South Limbs.
Removed
Together with proceeds from the first tranche, the total size of the June 2024 Financing was approximately $27.5 million. As at December 31, 2024, the Company has expended $21,178,020 of the June 2024 Financing.

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