Premium Nickel Resources Ltd. Sample Contracts

AND
Stock Purchase Agreement • April 27th, 2010 • North American Nickel Inc. • Metal mining • British Columbia
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COMMITMENT LETTER
Commitment Letter • May 15th, 2023 • Premium Nickel Resources Ltd. • Metal mining
COMMITMENT LETTER
Private and Confidential • June 26th, 2023 • Premium Nickel Resources Ltd. • Metal mining • Ontario

The undersigned lender is pleased to offer the loan (the "Loan") described in this commitment letter (the "Commitment Letter") subject to the terms and conditions set forth below. Unless otherwise indicated, all amounts are expressed in Canadian currency.

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.

AGENCY AGREEMENT
Agency Agreement • May 15th, 2023 • Premium Nickel Resources Ltd. • Metal mining • Ontario

Paradigm Capital Inc. as lead agent and sole bookrunner (“Paradigm”), together with Tamesis Partners LLP, Cormark Securities Inc., Echelon Wealth Partners Inc., Eight Capital, INFOR Financial Inc. and CIBC World Markets Inc. (collectively with Paradigm, the “Agents”), understand that Premium Nickel Resources Ltd. (the “Company”) proposes to issue and sell up to 15,430,000 common shares of the Company (the “Offered Securities”) at the Issue Price (as defined herein) for aggregate gross proceeds of up to $27,002,500 (excluding any exercise of the Option as described below).

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:

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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