0001104659-24-076291 Sample Contracts

COMMITMENT LETTER

Acceptance and Agreement • June 28th, 2024 • Premium Nickel Resources Ltd. • Metal mining • Ontario

• Contract Type
  Acceptance and Agreement
• Filed
  June 28th, 2024
• Company
  Premium Nickel Resources Ltd.
• Industry
  Metal mining
• Jurisdiction
  Ontario

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

• Contract Type
  Investor Rights Agreement
• Filed
  June 28th, 2024
• Company
  Premium Nickel Resources Ltd.
• Industry
  Metal mining
• Jurisdiction
  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

AGENCY AGREEMENT

Agency Agreement • June 28th, 2024 • Premium Nickel Resources Ltd. • Metal mining • Ontario

• Contract Type
  Agency Agreement
• Filed
  June 28th, 2024
• Company
  Premium Nickel Resources Ltd.
• Industry
  Metal mining
• Jurisdiction
  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.