Premium Nickel Resources Ltd. Sample Contracts

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Stock Purchase Agreement • April 27th, 2010 • North American Nickel Inc. • Metal mining • British Columbia
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COMMITMENT LETTER
Commitment Letter • June 28th, 2024 • Premium Nickel Resources Ltd. • Metal mining • Ontario
AGENCY AGREEMENT
Agency Agreement • June 28th, 2024 • Premium Nickel Resources Ltd. • Metal mining • Ontario

Cormark Securities Inc. and BMO Nesbitt Burns Inc., as co-lead agents (together, the “Lead Agents”), together with Canaccord Genuity Corp., Fort Capital Securities Ltd., and Paradigm Capital Inc. (collectively, with the Lead Agents, the “Agents”), understand that Premium Nickel Resources Ltd. (the “Company”) proposes to issue and sell up to 14,166,700 common shares of the Company (the “Offered Securities”) at a price of $1.20 per Offered Security for aggregate gross proceeds of up to $17,000,040.

COMMITMENT LETTER
Commitment Letter • May 15th, 2023 • Premium Nickel Resources Ltd. • Metal mining
INVESTOR RIGHTS AGREEMENT EDGEPOINT INVESTMENT GROUP INC., ON BEHALF OF CERTAIN MUTUAL FUNDS MANAGED BY IT - and - PREMIUM NICKEL RESOURCES LTD.
Investor Rights Agreement • June 28th, 2024 • Premium Nickel Resources Ltd. • Metal mining • Ontario

​ ​ ​ ​ ARTICLE 1 ​ ​ INTERPRETATION ​ ​ ​ ​ 1.1 Defined Terms 1 1.2 Rules of Construction 4 1.3 Entire Agreement 5 1.4 Time of Essence 5 1.5 Governing Law and Submission to Jurisdiction 5 1.6 Severability 5 ​ ​ ​ ​ ARTICLE 2 ​ ​ BOARD OF DIRECTORS ​ ​ ​ ​ 2.1 Mutual Nominee 6 2.2 Investor Nomination Right 6 2.3 Management to Endorse and Vote 7 2.4 Board Size 7 2.5 Directors' Liability Insurance 7 2.6 Director Compensation 8 ​ ​ ​ ​ ARTICLE 3 ​ ​ PARTICIPATION RIGHT ​ ​ ​ ​ 3.1 Notice of Issuances 8 3.2 Grant of Participation Right 9 3.3 Exercise Notice 9 3.4 Issuance of Offered Securities 10 3.5 Additional Terms 10 3.6 Issuances Not Subject to Participation Right 11 3.7 Application of Canadian Securities Laws and Exchange Policies 11 ​ ​ ​ ​ ARTICLE 4 ​ ​ REPRESENTATIONS AND WARRANTIES ​ ​ ​ ​ 4.1 Representations and Warranties of the Company 12 4.2 Representations and Warranties of the Investor 13 ​ ​ ​ ​ ARTICLE 5 ​ ​ COVENANTS OF THE COMPANY ​ ​ ​ ​ 5.1 Reporting Issuer Status and

FORM 5D ESCROW AGREEMENT (VALUE SECURITY)
Escrow Agreement • August 30th, 2022 • Premium Nickel Resources Ltd. • Metal mining • Ontario

This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the "Policy") in connection with a Reverse Takeover. The Issuer is a Tier 2 Issuer as described in Policy 2.1 - Initial Listing Requirements.

BETWEEN NORTH AMERICAN NICKEL INC. - AND - 1000178269 ONTARIO INC. - AND – PREMIUM NICKEL RESOURCES CORPORATION APRIL 25, 2022
Amalgamation Agreement • August 30th, 2022 • Premium Nickel Resources Ltd. • Metal mining • Ontario

THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties (as defined herein) hereby agree as follows:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JULY 18, 2023 AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • May 15th, 2023 • Premium Nickel Resources Ltd. • Metal mining • Ontario
FORM 5D ESCROW AGREEMENT (VALUE & SURPLUS SECURITY)
Escrow Agreement • August 30th, 2022 • Premium Nickel Resources Ltd. • Metal mining • Ontario

This Agreement is being entered into by the Parties under Exchange Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the "Policy") in connection with a Reverse Takeover. The Issuer is a Tier 2 Issuer as described in Policy 2.1 - Initial Listing Requirements.

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