Financial Performance - The net loss for the three months ended June 30, 2025, was $15,088,746, an increase of 54% compared to $9,793,192 in the same period of 2024 [188]. - The Company incurred a net loss of $15,088,746 and $30,317,076 for the three and six months ended June 30, 2025, respectively, compared to a net loss of $9,793,192 and $19,140,372 for the same periods in 2024 [211]. - Cash flows from operating activities for the six months ended June 30, 2025, were $(21,685,611), compared to $(16,679,312) in the prior year [195]. - Total expenses for the three months ended June 30, 2025, amounted to $10,337,096, with drilling costs being the largest component at $3,737,718 [229]. - For the six months ended June 30, 2025, total expenses reached $16,472,873, with drilling costs again leading at $4,421,810 [229]. Capital Structure and Financing - The Company completed a significant recapitalization in March 2025, which included a $46.0 million non-brokered equity private placement and the equity conversion of a $20.9 million three-year term loan, successfully deleveraging its balance sheet [134]. - The Company received a non-binding letter of interest from the Export-Import Bank of the United States for potential financing of up to $150 million to support the redevelopment of its Mines [134]. - The Company issued 7,666,667 units in a Private Placement at $6.00 per unit, generating gross proceeds of $46,000,000 [206]. - Working capital increased to $23,875,340 as of June 30, 2025, compared to $3,410,490 at the end of 2024, driven by the cash proceeds from the Private Placement [201]. - The Company has contractual obligations totaling $5,447,045, excluding the second installment under the Selebi APA of $34,107,500 due January 31, 2026 [242][243]. Exploration and Development - The Selkirk Mineral Resource Estimate filed on January 31, 2025, provides a foundation for advancing the Selkirk deposit to an economic study [134]. - The ongoing exploration and development costs for the Selebi Mines and Selkirk drill programs are estimated between $3.3 million to $3.7 million, with completion expected by September 30, 2025 [136]. - The Company is advancing its strategic direction with an aggressive exploration drilling program at the Selebi Mines while finalizing metallurgical work for a future economic study [134]. - The Company has drilled approximately 5,123 metres in 8 holes as part of the Selebi North Underground Resource Expansion Drilling program, with assays for approximately 38,139 metres across 86 completed holes pending [152]. - The ongoing drilling program at the Selebi Hinge is expected to consist of approximately 12,500 metres in 6 holes over an estimated period of 7 months [166]. Resource Estimates - The Company reported a total inferred mineral resource of 24.72 million tonnes at an average grade of 1.50% Ni and 0.92% Cu for the Selebi Mines as of June 30, 2024 [146]. - The South Limb mineralization at Selebi North has been extended by 315 metres down-plunge, representing a 35% increase beyond the 2024 mineral resource estimate [150]. - The Selkirk Mine Mineral Resource Estimate as of November 1, 2024, includes 44.2 million tonnes with grades of 0.30% Cu and 0.24% Ni, containing 132,000 tonnes of Cu and 108,000 tonnes of Ni [171]. Leadership and Governance - The Company appointed new board members and a new CEO in March 2025, indicating a shift in leadership to support its strategic initiatives [134]. - The Company’s common shares began trading on the Nasdaq under the symbol "NEXM" on July 16, 2025, following a consolidation of shares [134]. Cash and Assets - Total assets increased by $22,100,405 to $47,053,874 as of June 30, 2025, primarily due to higher cash balances following a Private Placement of $46,000,000 in March 2025 [189]. - The Company had $26,463,957 in cash and cash equivalents as of June 30, 2025, up from $6,105,933 at the end of 2024 [201]. - The Company's current assets increased to $29,371,370 as of June 30, 2025, up from $7,618,243 as of December 31, 2024 [227]. Risks and Commitments - The Company has not generated profitable operations from its resource activities to date, raising substantial doubt about its ability to continue as a going concern [211]. - The Company is exposed to interest rate risk due to variable interest rates on vehicle financing [237]. - The Company limits credit risk by holding cash and cash equivalents at highly-rated financial institutions [240]. - The Company has an option to cancel the second and third payments for the Selebi Mines if deemed not economical, with no conditions met for these payments as of June 30, 2025 [212]. - As of June 30, 2025, the Company had commitments for capital expenditures over the next 12 months of $7,180, and an aggregate purchase price of US$56,750,000 for the Selebi Mines, payable in three instalments [212].

Financial Performance - The company incurred a net loss of $15,228,330 for the three months ended March 31, 2025, an increase of $5,881,150 compared to the prior year period, primarily due to a loss on the Term Loan extinguishment of $5,982,434 [199]. - As of March 31, 2025, the Company reported a net loss of $15,228,330, an increase from the net loss of $9,347,180 for the same period in 2024 [219]. - Total expenses for the three months ended March 31, 2025, were $15,228,330, with general exploration expenses decreasing by $578,682 due to a hold on drilling activities [203]. - The Company has not generated revenue and is dependent on external financing to fund its exploration and evaluation activities [209]. - The Company has a net foreign exchange loss of $251,425 for the three months ended March 31, 2025, compared to a loss of $66,014 in the prior year [203]. Capital and Financing - The Company closed a significant recapitalization on March 18, 2025, which included a $46.0 million non-brokered equity private placement and the equity conversion of a $20.9 million three-year term loan [142]. - Total assets as of March 31, 2025, increased by $38,827,996 from December 31, 2024, largely due to higher cash balances, following a Private Placement that raised aggregate gross proceeds of $46,000,000 [200]. - Cash and cash equivalents increased to $45,466,839 as of March 31, 2025, compared to $6,105,933 at the end of 2024 [210]. - Working capital as of March 31, 2025, was $39,434,623, up from $3,410,490 at the end of 2024, primarily due to cash proceeds from the Private Placement [210]. - The Company raised $46,000,000 through a Private Placement during the three months ended March 31, 2025, significantly increasing financing activities compared to the prior year [207]. Exploration and Development - The exploration and development strategy includes ongoing drilling programs at the Selebi Mines and Selkirk, with anticipated costs ranging from $5.9 million to $6.6 million until September 30, 2025 [152]. - The Selkirk Mineral Resource Estimate filed on January 31, 2025, provides a solid foundation for advancing the Selkirk deposit to an economic study [141]. - The Selebi Mines have an Indicated Mineral Resource of 3.00 million tonnes with grades of 0.90% Cu and 0.98% Ni, and an Inferred Mineral Resource of 24.72 million tonnes with grades of 1.50% Cu and 0.92% Ni [162]. - The ongoing Selebi North Underground Resource Expansion Drilling program is expected to continue throughout the year, focusing on further testing of BHEM plates [174]. - The company plans to conduct a surface drilling program at Selkirk in Q2 2025 to support metallurgical test work and an updated MRE through twinning of historic holes [184]. Management and Strategic Initiatives - The Company has strengthened its management team with the appointment of Morgan Lekstrom as the new CEO and the addition of strategic advisors [146]. - The Company is evaluating strategic opportunities to enhance the value of the Selkirk Mine through low-cost initiatives [143]. - The Company is advancing project economics through further metallurgical sampling and testing, with costs anticipated to be between $5.7 million and $6.4 million until September 30, 2025 [152]. - The Company has begun evaluating IDEON Technologies Inc. to apply Muon Tomography for creating 3D density maps of subsurface mineralization at both the Selebi Mines and Selkirk Mine [172]. Risks and Liabilities - The Company is subject to risks related to securing adequate capital for its projects and the volatility of global economic and metal prices [208]. - The Company has no material rehabilitation costs expected as of March 31, 2025, and no contingent liabilities anticipated that could impact financial performance [229]. - The estimated impact of a 5% change in USD and BWP against CAD on net loss before tax is a potential loss of US$125,808 for a +5% change in USD [247]. - The Company's liquidity risk is managed by monitoring cash flows against an annual budget, with total undiscounted contractual obligations amounting to US$7,436,251 as of March 31, 2025 [250]. Share Capital and Structure - The fully diluted share capital of the Company is 644,733,039 shares [252]. - Common Shares outstanding amount to 428,986,474 [252]. - The Company has 188,579,919 Warrants issued [252]. - There are 20,813,771 Stock Options available [252]. - The Company has 4,175,000 Restricted Stock Units (RSUs) outstanding [252]. - Preferred shares total 13,131, with a conversion ratio of 9:1 into Common Shares [252]. - The Company has 2,164,744 Deferred Share Units (DSUs) issued [252]. - The outstanding preferred shares include 118,186 that can be converted into Common Shares [252]. Other Financial Information - The Company has commitments for capital expenditures of $1,062,094 over the next 12 months [220]. - The Company extinguished a $20,882,353 Term Loan by converting it into equity, resulting in a loss on extinguishment of $5,982,434 [211]. - The Company paid interest of US$268,896 for the three months ended March 31, 2025, down from US$519,206 for the same period in 2024 [235]. - Exploration and evaluation expenditures for the Selebi Mines totaled $5,944,153 for the three months ended March 31, 2025, compared to $6,469,929 for the same period in 2024 [173]. - Total expenditures for the Selebi project for the three months ended March 31, 2025, were US$5,994,153, while Selkirk project expenditures were US$101,968 [238].

Financial Performance - The net loss for the year ended December 31, 2024, was $42,420,283, an increase of $10,044,214 compared to the prior year, primarily due to increased exploration activities and higher general and administrative expenses [175]. - The Company incurred a net loss of $42,420,283 for the year ended December 31, 2024, compared to a loss of $32,376,069 for the previous year [203]. - Key management compensation for the year ended December 31, 2024, totaled $5,940,139, an increase from $4,917,472 in 2023 [217]. - The Company paid interest of $2,082,830 for the year ended December 31, 2024, compared to $793,392 in 2023, indicating a significant increase in financing costs [220]. Exploration and Development Activities - General exploration expenses rose by $6,787,620 for the year ended December 31, 2024, reflecting a ramp-up in drilling and related activities [180]. - The total general exploration expenses for the year ended December 31, 2024, amounted to $29,651,360, with drilling expenses alone accounting for $6,703,402 [222]. - The Company has not generated revenue and is reliant on external financing to fund its exploration and evaluation activities [188]. - The exploration and evaluation assets in Botswana increased from $8,594,798 in 2023 to $8,846,821 in 2024, suggesting ongoing investment in this geographic segment [221]. - Management conducts periodic reviews of exploration and evaluation assets to assess potential impairment, which may affect future financial statements [234]. Cash and Financing - Cash and cash equivalents at the end of the period were $6,105,933, down from $19,245,628 at the end of 2023 [189]. - Net cash used in operating activities increased by $8,136,574 in 2024 compared to 2023, driven by increased exploration and development activities [183]. - The company closed private placements for gross proceeds of approximately $27.5 million in 2024, a decrease of $24,791,702 compared to the previous year [185]. - Working capital as of December 31, 2024, was $2,963,061, a significant decrease from $14,787,484 at the end of 2023 [189]. - The Company has a Term Loan outstanding of $20,882,353, bearing interest at 10% per annum, maturing on June 28, 2026 [213]. - The carrying value of the Term Loan as of December 31, 2024, is $18,983,212, with a fair value of $20,862,478, reflecting a significant difference due to market conditions [225]. - The Company has contractual obligations totaling US$56,750,000 for the purchase of the Selebi Mines, payable in three instalments [204]. Shareholder and Equity Information - As of December 31, 2024, EdgePoint beneficially owns approximately 12.8% of the issued and outstanding Common Shares, which increases to 18.8% on a partially-diluted basis [218]. - The Company issued 153,333,334 units at $0.30 per unit for gross proceeds of approximately $46 million in March 2025 [191]. - The Company closed the first tranche of the June 2024 Financing, issuing 19,234,614 Units at $0.78 per Unit for gross proceeds of $15,002,999 [196]. - The second tranche of the June 2024 Financing raised an additional $12,497,000, bringing the total financing to approximately $27.5 million [197]. - The December 2023 Financing raised $15,760,040 from the issuance of 13,133,367 Common Shares at $1.20 per share [198]. Compensation and Stock Options - The company granted 5,750,000 stock options and 3,175,000 restricted share units (RSUs) as part of its compensation strategy [194]. - The fair value of the DSU liability is $941,664 as of December 31, 2024, compared to $884,481 in 2023, showing an increase in share-based compensation obligations [225]. - The Company has no material commitments for capital expenditures over the next 12 months as of December 31, 2024 [204]. Market and Valuation - The Company utilizes the Black-Scholes option pricing model for calculating the fair value of stock-based awards, which is influenced by stock price volatility and exercise behaviors [237]. - Total assets decreased by $13,020,736 from December 31, 2023, primarily due to lower cash balances [176]. - Total current assets decreased from $20,678,773 in 2023 to $7,618,243 in 2024, with notable declines in Canada and Botswana segments [221].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 000-14740 Washington, D.C. 20549 FORM 10-Q If an emerging growth company, indicate by check mark if the registrant has elected not to ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR Large accelerated filer ☐ Accelerated filer ☐ For the transition period from ____________ to ____________ Commission File Number: 000-14740 PREMIUM NICKEL RESOURCES LTD. (Exact name of regis ...

Exploration and Drilling Activities - PNRL commenced its Phase 2 drill program at the Selebi Mines, drilling a total of 35,246 meters in 92 drill holes as of May 16, 2024[171]. - Assay results included 30.45 meters of 2.88% NiEq and 102.80 meters of 2.23% NiEq reported in early 2024[171]. - The company plans to prepare current mineral resource estimates for the Selebi Mines expected in late Q2 or early Q3, 2024[167]. - The anticipated remaining costs for ongoing drilling and assays at the Selebi Mines are approximately C$1,140,000[173]. - The Selkirk Mine is located approximately 75 kilometers north of the Selebi Mines and is undergoing evaluation for redevelopment as an open pit mine[167]. - The company completed test work in 2023 to evaluate alternative ore processing and tailings management strategies for the Selkirk Mine[168]. - The Selebi Mines are permitted with 10-year mining licenses and benefit from significant local infrastructure[162]. - PNRL's global strategy focuses on acquiring high prospectivity Ni-Cu-Co-PGM projects in mining-friendly jurisdictions[161]. - The historical BCL operations at the Selebi Mines processed concentrates for over 40 years before being placed on care and maintenance in 2016[185]. Financial Performance - The company reported a net loss of $9,347,180 for Q1 2024, an increase of $2,979,408 compared to a net loss of $6,367,772 for Q1 2023[211]. - Total assets as of March 31, 2024, increased by $9,090,680 from Q1 2023, primarily due to increases in cash and property, plant, and equipment[212]. - Investment in exploration and evaluation assets totaled $54,536,402 as of March 31, 2024, compared to $36,332,411 in Q1 2023, reflecting increased exploration activities[213]. - Current liabilities decreased by $7,508,009 from Q1 2023, while non-current liabilities increased by $20,525,390 due to the Term Loan[214]. - General exploration expenses were $5,731,998 in Q1 2024, up by $1,716,157 from $4,015,841 in Q1 2023, driven by increased activities in Botswana[219]. - The company had working capital of $6,759,860 as of March 31, 2024, down from $14,999,619 in FY 2023[208]. - As of March 31, 2024, the company had $9,366,821 in available cash, a decrease from $19,245,628 in FY 2023, indicating a need for additional capital[209]. - The total comprehensive loss for the period was $9,484,417 in Q1 2024, compared to $6,640,109 in Q1 2023[218]. - Net cash used in operating activities increased to $9,522,455 in Q1 2024, up 60% from $5,961,148 in Q1 2023[222]. - Cash flows from financing activities were negative $316,120 in Q1 2024, compared to a positive cash flow of $7,238,615 in Q1 2023[225]. - The accumulated deficit increased to $113,913,996 as of March 31, 2024, compared to $104,566,816 at the end of 2023[231]. - Approximately $10.6 million of the net proceeds from the December Financing had been expended as of March 31, 2024[234]. - The company incurred a loss of $9,347,180 for the three months ended March 31, 2024[231]. Management and Compensation - Key management compensation for the three months ended March 31, 2024, totaled $888,209, compared to $861,256 for the same period in 2023[250]. - Deferred share unit (DSU) compensation was $54,647 in Q1 2024, down 65% from $157,292 in Q1 2023[220]. Assets and Liabilities - The company’s current assets totaled $11,836,415, a decrease from $20,890,908 as of December 31, 2023[253]. - The company’s exploration and evaluation assets in Botswana were valued at $8,495,730 as of March 31, 2024, down from $8,594,798 as of December 31, 2023[253]. - The fully diluted share capital of the Company is 242,997,724, including 185,708,588 common shares and 42,822,508 warrants[255]. - The Financing Parties acquired 16,037,800 common shares, representing approximately 10.7% of the Company’s issued shares, and 6,024,000 warrants with an exercise price of $1.4375[250]. - There are no off-balance sheet arrangements as of March 31, 2024[254]. - Management is not aware of any contingent liabilities that could impact the financial position related to exploration and evaluation assets as of March 31, 2024[251]. Other Financial Obligations - The company has a contingent payment obligation of US$56,750,000 for the Selebi Assets, payable in three instalments[238]. - The Company executed a sales agreement for the Syringa Lodge in Botswana with a total purchase price of $3,213,404, with a deposit of $482,011 paid and the first instalment of $1,365,697 made[245]. - A drilling equipment supply agreement was entered into with Forage Fusion Drilling Ltd. for a total purchase price of $2,942,000, with a deposit of $1,700,000 paid and monthly instalments of $103,500 for the balance[246]. - The Company has paid $10,000 annually on a net smelter return for both Post Creek and Halcyon projects during FY 2022 and FY 2023[247][248].

Financial Performance - The net loss for FY 2023 was $32,376,069, an increase of $5,069,719 compared to a loss of $27,306,350 in FY 2022[185]. - The total comprehensive loss for FY 2023 was $32,964,540, compared to $28,484,550 in FY 2022[192]. - The Company reported a net loss of $32,376,069 for FY 2023, with an accumulated deficit of $104,566,816, compared to $72,190,747 in FY 2022[204]. Assets and Liabilities - Total assets increased by $16,812,562 to $35,224,205 as of December 31, 2023, primarily due to a cash increase of $14,082,637[186]. - Total liabilities increased by $13,759,865 to $25,478,519, mainly due to a $17,956,423 increase in Term Loan[188]. - Property, plant, and equipment increased by $4,177,162 to $8,488,499 as of December 31, 2023, due to additional purchases of exploration equipment and other assets[201]. - The Company's lease liability decreased to $1,611,143 as of December 31, 2023, down by $1,120,251 from $2,731,394 as of December 31, 2022[202]. - As of December 31, 2023, the total current assets increased to CAD 20,890,908 from CAD 6,438,346 in 2022, representing a growth of approximately 224%[228]. Cash Flow - Cash flows from financing activities amounted to $46,938,326 in FY 2023, compared to $28,773,774 in FY 2022, resulting in a cash balance of $19,245,628 at year-end[197]. - The company's cash balance increased by $14,082,637 from $5,162,991 at the end of FY 2022 to $19,245,628 at the end of FY 2023[199]. - Net cash used in operating activities was $30,891,318 in FY 2023, an increase from $25,588,522 in FY 2022, driven by higher operational costs in Botswana[195]. Investments and Commitments - Investment in exploration and evaluation assets rose to $48,120,084 in FY 2023 from $31,823,982 in FY 2022, driven by expenditures related to the acquisition and evaluation of the Selebi and Selkirk Mines[187]. - The Company has committed to an additional $5,000,000 in work commitments over the next four years for the acquisition of Phikwe South and the Southeast Extension[216]. - The Company has a purchase obligation of $56,750,000 for the Selebi Assets, payable in three instalments, with the first instalment of $1,750,000 already paid[212]. Management and Compensation - General and administrative expenses for FY 2023 were $8,674,041, up by $1,043,014 from $7,631,027 in FY 2022[193]. - Key management compensation increased to $4,247,464 in FY 2023 from $7,144,957 in FY 2022[223]. Financing Activities - The Company completed three financing transactions in FY 2023, raising a total of $32,128,615 from EdgePoint Financing after fees and expenses[206]. - The total estimated project costs for the EdgePoint Financing were $31,950,000, with $31,944,000 expended as of December 31, 2023[208]. - The Financing Parties acquired approximately 10.7% of the Company's issued and outstanding Common Shares as a result of the EdgePoint Transactions[223]. Financial Position and Contingencies - The Company has no off-balance sheet arrangements as of December 31, 2023, indicating a straightforward financial position[229]. - Management is not aware of any contingent liabilities that could impact the financial position related to exploration and evaluation assets as of December 31, 2023[225]. - The Company has determined that there are no restoration obligations as of December 31, 2023, reflecting a stable environmental liability position[241]. Geographic Segments - The Company operates in three geographic segments: Canada, Barbados, and Botswana, with Botswana showing a significant increase in current assets from CAD 2,746,450 in 2022 to CAD 4,892,707 in 2023[228].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commissi ...