Commitment letter dated June 12, 2023, between the Company, as borrower, and EdgePoint Investment Group Inc., as lender, in respect of a secured loan in the principal amount of C$15,000,000

Premium Nickel Resources Ltd., a corporation existing under the laws of the Province of Ontario (the “Borrower”), with its common shares (“Common Shares”) listed on the TSX Venture Exchange (the “Exchange”) under the symbol “PNRL”.

All Obligations (as defined below) shall be fully and unconditionally guaranteed by each of the Borrower’s existing and future subsidiaries (collectively, the “Guarantors” and each, a “Guarantor”, and together with the Borrower, the “Loan Parties” and each a “Loan Party”), pursuant to guarantees governed by the laws of the Province of Ontario, except to the extent that the giving of such guarantee may be prohibited by arrangements with, or obligations to: (i) BCL Limited (in Liquidation) and/or Sivalutchmee Moodliar N.O. (as successor to the late Trevor Glaum N.O.), in her capacity as liquidator of BCL Limited (in Liquidation); and (ii) Tati Nickel Mining Company Proprietary Limited (in Liquidation) and/or Sivalutchmee Moodliar N.O., in her capacity as liquidator of Tati Nickel Mining Company Proprietary Limited (in Liquidation) (collectively, the “Liquidator Parties” and the arrangements with or obligations to the Liquidator Parties, the “Liquidator Obligations”).

EdgePoint Investment Group Inc. (“EPIG”), as investment manager for Cymbria Corporation and other investment funds managed by it. EPIG will have the right to assign its rights under this Commitment Letter to Cymbria and/or one or more of such funds prior to Closing (as defined below) without the consent of the Borrower, provided that any such assignee is a resident of Canada for the purposes of the Tax Act (as defined below).

For the purposes of this Commitment Letter and the other Loan Documents (as defined below):

“Business Day” means any day other than a Saturday, Sunday or other day on which banks are required to close in Toronto, Ontario.

“Change of Control” means, with respect to the Borrower, the occurrence of any one or more of the following events:

“Encumbrance” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, security interest, priority or other security agreement, any conditional sale or other title retention agreement or the interest of a lessor under a capital lease or financing lease, but in each case excluding all rights of set-off.

“Insolvency Legislation” means any applicable law relating to reorganization, arrangement, compromise, or re-adjustment, in each case, of debt, dissolution or winding up in any applicable jurisdiction and specifically includes, for greater certainty and without limitation, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the Winding-Up and Restructuring Act (Canada) and the United States Bankruptcy Code, and in each case, any legislation enacted in replacement of the foregoing from time to time.

“Obligations” means the obligations of the Borrower to the Lender pay the principal amount of the Loan, interest thereon at the rate provided for herein, any prepayment penalty and all other fees and other amounts payable by it hereunder, whether by way of indemnity, reimbursement of costs or expenses or otherwise.

“Permitted Encumbrances” means any Encumbrance on the assets of any relevant person constituted by the following:

processing or refining arrangement entered into in the ordinary course and upon usual market terms, securing only the payment of fees, costs and expenses attributable to the processing of such concentrates or minerals, but only insofar as such Encumbrances relate to obligations which are at such time not past due or the validity of which is being contested in good faith by appropriate proceedings;

“Voting Securities” means the Common Shares and any other shares of the Borrower entitled to vote for the election of the directors of the Borrower, and shall include any other securities (whether issued by the Borrower or another person) entitled to vote for the election of directors of the Borrower that are convertible into or exchangeable for such shares (including options, warrants, exchangeable or convertible securities and other rights to purchase such shares or securities).

5.Closing Date:

The date of the single advance of the Loan, which shall occur at “Closing” on the “Closing Date” (each as defined in the binding term sheet dated as of the date hereof (the “Term Sheet”) entered into by the Borrower and EdgePoint Investment Group Inc., as trustee on behalf of certain mutual funds managed by it (“EdgePoint”) relating to the issuance by the Borrower to EdgePoint of 14,772,000 units (the “Purchased Units”), each Purchased Unit to consist of one Common Share and 22.5% of one Common Share purchase warrant (each whole Common Share purchase warrant being referred to in this Commitment Letter as an “Equity Warrant”) representing 3,324,000 Equity Warrants, each exercisable at a price of $1.4375 per Common Share for a term of three years form the date of issuance).

The principal amount of the loan will be $15,000,000. Interest shall accrue on the outstanding principal amount of the Loan at a rate per annum equal to 10%. The outstanding principal amount of the Loan and all accrued and unpaid interest thereon will be due and payable on the third anniversary of the Closing Date (the “Maturity Date”).

Interest shall be calculated and payable quarterly in arrears commencing on and including October 1, 2023 and shall be payable on the first day of each fiscal quarter of the Borrower thereafter and on the Maturity Date.

If an Event of Default (as defined below) has occurred and is continuing, the interest rate payable on the Loan shall increase to 15% per annum during the continuation of such Event of Default. Upon the occurrence of an Event of Default which is continuing, all accrued and unpaid interest shall immediately

become due and payable unless the Lender determines, in its sole discretion, and provides notice in writing to the Borrower that such interest shall instead be payable only upon demand by the Lender.

Interest shall be calculated on the basis of the number of days elapsed in a year of 365 or 366 days, as the case may be. The rates of interest under this Commitment Letter are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Commitment Letter.

In no event shall the aggregate “interest” (as defined in Section 347 (the “Criminal Code Section”) of the Criminal Code (Canada)) payable to the Lender under the Loan exceed the effective annual rate of interest lawfully permitted under the Criminal Code Section. Further, if any payment, collection or demand pursuant to the Loan in respect of such “interest” is determined to be contrary to the provisions of the Criminal Code Section, such payment, collection or demand shall be deemed to have been made by mutual mistake of the Lender and Borrower and such “interest” shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in the receipt by the Lender of interest at a rate not in contravention of the Criminal Code Section.

All payments made hereunder shall be made in cash, in lawful money of Canada, without set-off or counterclaim (unless otherwise agreed by the Lender and the Borrower in writing), by wire transfer or other electronic funds transfer of immediately available funds to one or more accounts designated in writing by the Lender. Any payments in respect of amounts due under this Commitment Letter shall be applied first in satisfaction of any accrued and unpaid interest, then to any fees and other amounts, and then to the principal amount of the Loan outstanding. If any payment of principal or interest under this Commitment Letter becomes due and payable on a day other than a Business Day, this payment shall be extended to the next succeeding Business Day and interest shall be payable at the then applicable rate specified in this Commitment Letter during this extension.

The Loan shall be made by way of a single advance in Canadian dollars. All amounts referred to in this Commitment Letter are in Canadian dollars unless otherwise explicitly specified.

8.Purpose:

The proceeds of the Loan shall be used to (i) prepay all outstanding principal, accrued interest and other amounts, if any, owing by the Borrower pursuant to the amended and restated promissory note of the Borrower dated March 17, 2023 in favour of Pinnacle Island LP, and (ii) to finance the working capital needs of the Borrower.

9.Warrants:

At Closing, the Borrower shall issue 2,000,000 Common Share purchase warrants (the “Warrants”) to the Lender as consideration for the risks taken by the Lender in providing the Loan, in accordance with the policies of, and subject to the receipt of the approvals required by, the Exchange. Each Warrant shall be exercisable to acquire one Common Share (each such Common Share issuable on the exercise of a Warrant, a “Warrant Share”) at a price of $1.4375 per Common Share for a term of three years from the date of issuance. The

Warrants shall be evidenced by the issuance by the Borrower (at Closing) of a warrant certificate in the form annexed hereto as Schedule A (the “Warrant Certificate”). The Warrants shall be non-transferrable. The Borrower shall apply to list the Warrant Shares on the Exchange. The Common Shares are listed on the Exchange under the symbol “PNRL”. The Warrants shall not be listed on the Exchange or on any other exchange or marketplace.

The Borrower shall be entitled to prepay all or any portion of the principal amount outstanding. Any prepayment shall be made on two Business Days prior written notice and shall be in a minimum amount of $500,000 and in an integral multiple of $100,000, together with (i) all accrued and unpaid interest on the principal amount being repaid, and (ii) if such prepayment occurs within one year of the Closing Date, a prepayment fee in an amount equal to (x) 10% of the principal amount of the Loan being prepaid less (y) interest paid or payable on or prior to the date of prepayment attributable to the portion of the Loan that is voluntarily prepaid. Any principal amount so prepaid may not be re-borrowed. Except as provided above, no additional premium or penalty shall be due and payable in connection with a voluntary prepayment of the Loan.

The following amounts shall, except to the extent prohibited by the Liquidation Obligations, be applied to prepay the Loan (each, a “Mandatory Prepayment”):

Any Mandatory Prepayment shall be made on two Business Days prior written notice and the principal amount so repaid shall be paid together with (i) all accrued and unpaid interest on the principal amount being repaid, and (ii) if such prepayment occurs within one year of the Closing Date, a prepayment fee in an amount equal to (x) 10% of the principal amount of the Loan being prepaid less (y) interest paid or payable on or prior to the date of prepayment attributable to the portion of the Loan that is mandatorily prepaid. Any principal amount so prepaid may not be re-borrowed. Except as provided above, no additional premium or penalty shall be due and payable in connection with a Mandatory Prepayment of the Loan.

The Borrower shall give notice in writing to the Lender within 15 days of the occurrence of a Change of Control, which notice shall set forth the date on which such Change of Control occurred and a date within 30 days of the date of such notice (the “Change of Control Payment Date”) on which the Borrower, or an affiliate of the Borrower, shall repay in full the Obligations. On the Change of Control Payment Date, the Borrower shall also pay an additional amount equal to 10% of the then-outstanding principal amount of the Loan (such additional amount, together with the other Obligations, the “Change of Control Payment”). The Borrower, or an affiliate of the Borrower, shall pay the Change of Control Payment to the Lender on the Change of Control Payment Date. The obligations of the Borrower under the Loan shall not be affected by a Change of Control except to the extent explicitly contemplated by this Section.

Notwithstanding any other provision of this Commitment Letter, in no event will there be any duplication of any prepayment fee or Change of Control Fee in respect of the principal amount of the Loan prepaid pursuant to Section 10, Section 11 or Section 12.

The Obligations and the Guarantees will be secured by security consisting of (a) a general security agreement from each Loan Party incorporated or formed under the laws of the Province of Ontario, (b) a floating charge debenture from each Loan Party incorporated or formed under the laws of Barbados, (c) a deed of hypothecation on movables from each Loan Party formed under the laws of Botswana, (d) cessions of accounts, including bank accounts, from each Loan Party formed under the laws of Botswana or otherwise holding a bank account in Botswana, and (e) share pledge agreements pledging all of the equity interests in each Guarantor from the applicable shareholder(s) and any other documents reasonably determined to be necessary to give effect to the foregoing security in the relevant jurisdictions (collectively, the “Security”).

The Loan Parties and the Lender hereby agree to work together diligently, promptly and in good faith to settle the Security and the Loan Parties will thereafter execute and deliver such Security as soon as reasonably practicable, assuming that all necessary consents of any governmental and regulatory authority necessary for the execution and delivery of the Security have been obtained. The Lender shall, promptly following the date hereof, register as an Authorized Creditor with the Minister of Finance in Botswana and shall notify the Loan Parties in writing promptly upon such registration becoming effective.

In consideration of the agreement by the Lender to advance the principal amount of the Loan prior to receiving the Security, the Borrower shall pay to the Lender a fee of 1.25% of the principal amount of the Loan outstanding on each applicable payment date therefor (the “Delayed Security Fee”), up to an aggregate maximum of 5% per annum of the outstanding principal amount of the Loan, in each case determined as of the applicable payment date, with the first payment of the Delayed Security Fee being due and payable on October 1, 2023 and thereafter on each January 1, April 1, July 1 and October 1 during the term of the Loan (each of which is hereinafter referred to as a “Referenced Payment Date”) until all of the Security has been executed and delivered to the Lender. Each Delayed Security Fee applicable to a Referenced Payment Date shall be deemed to be fully earned and payable on such Referenced Payment

Date. If and to the extent the Loan Parties shall have executed and delivered to the Lender the Security before any particular Referenced Payment Date, no Delayed Security Fee shall be due and payable on such Referenced Payment Date or any subsequent Referenced Payment Date. Notwithstanding the foregoing, and for greater certainty, the registration of Security shall be the sole responsibility of the Lender and the Delayed Security Fee shall cease to accrue and be payable on date on which the Security has been executed and delivered by the Loan Parties to the Lender free of any escrow or other conditions, together with any other documents or instruments required to be executed by the applicable Loan Party in connection with the registration of the Security (as identified by the Lender prior to the execution and delivery of the relevant Security by the applicable Loan Party), irrespective of whether such Security has been registered or otherwise perfected by the Lender.

The Guarantees will guarantee the payment of and the Security will secure the payment and performance of the Obligations.

Having regard to the size, nature and complexity of the assets of the Guarantors, the Security will afford the Borrower and the Guarantors a redemption period of 75 days following occurrence of an Event of Default and notice by the Lender to the Borrower of the Lender’s intention to exercise its enforcement rights thereunder (the “Forbearance Period”), during which Forbearance Period the Lender will not sell, assign or transfer to any person any interest in the collateral that is subject to the Security (the “Collateral”) or foreclose on the Collateral. In consideration of the forbearance by the Lender on its remedies during the Forbearance Period, (i) the Borrower shall pay to the Lender a forbearance fee equal to 1% of the principal amount of the Loan outstanding on the applicable payment date therefor (the “Forbearance Fee”) for every 25 days in which the Lender forbears on the exercise of its remedies, up to a maximum of 3% of the outstanding principal amount of the Loan, in each case determined on the applicable payment date, and (ii) the Borrower agrees that it will not, and it will not authorize, suffer or permit any Guarantor to, sell, assign or transfer any material asset of such Guarantor otherwise than in the ordinary course of business of such Guarantor during the Forbearance Period without the prior written consent of the Lender unless (i) the net proceeds of such sale are used solely to repay the Obligations then due, and (ii) such net proceeds are not less than the fair market value of the assets to sold, assigned or transferred. The Forbearance Fee shall be deemed to be fully earned and payable on the 25^th, 50^th and 75^th days commencing from the date on which the Lender is legally able to enforce the remedies for which it is granting its forbearance, being the first day of the Forbearance Period.

For greater certainty, notwithstanding the foregoing agreement to forbear from enforcing its right to foreclose on or cause a sale of the Collateral, the Lender will be entitled to accelerate the Obligations, demand payment under the Guarantees, declare all the Obligations and all amounts under the Guarantees to be due and payable and to file a claim as a secured creditor in any proceeding commenced in respect of the Borrower or any of its subsidiaries under any applicable Insolvency Legislation.

Whenever any Guarantor, at any time while any of the Obligations remain outstanding, grants a royalty, stream or similar interest in any of its mineral rights or the proceeds thereof to a third party for cash consideration (each, a “Triggering Sale”), such Guarantor shall promptly upon closing of the Triggering Sale provide the Lender with a written notice and offer (each, a “Tag-Along Offer”) which shall contain all material information regarding the Triggering Sale and shall offer to the Lender the opportunity to acquire a royalty, stream or similar interest in any of its mineral rights identical in all material respects to the interest to be granted in the Triggering Sale, except that the size of the interest would be 10% of the size of the interest granted in the Triggering Sale and the consideration payable by the Lender for the interest offered pursuant to the Tag-Along Offer would be equal to 10% of the consideration paid by the third party in the Triggering Sale. For greater certainty, any security interest to be granted to the Lender in connection with any such Tag-Along Offer shall be pari passu in all respects with any security interest granted or to be granted in connection with the Triggering Sale.

Upon receipt of the Tag-Along Offer, the Lender shall have ten (10) Business Days to irrevocably accept the Tag-Along Offer with respect to all, but not less than all, of the interest offered in the Tag-Along Offer by delivery of a notice in writing to the Guarantor (each, a “Tag-Along Acceptance”). If the Lender does not deliver a Tag-Along Acceptance to the Guarantor prior to such deadline, it shall be deemed to have waived its rights in respect of the Tag-Along Offer.

A Tag-Along Acceptance shall be binding on the Lender and the Guarantor and, together with the Tag-Along Offer, shall constitute a binding contract of purchase and sale between the Guarantor and the Lender in respect of the interest offered pursuant to the Tag-Along Offer; provided, however, that the obligation of the Guarantor to complete the sale to the Lender shall be conditional upon payment by the Lender in full of the purchase price on the closing date of the purchase and sale of the relevant interest as set forth in the Tag-Along Offer.

The Loan Parties shall execute (to the extent applicable) and deliver to the Lender on Closing such documentation relating to the Loan (collectively, the “Loan Documents”) as may be usual and customary for transactions of this type and having regard for the nature of the assets of each Loan Party in each applicable jurisdiction, in each case in form and substance reasonably satisfactory to the Lender and its counsel, and shall take all such other actions as may be required to give effect thereto, including without limitation the following:

Each Loan Party represents and warrants to the Lender, with the intent that such representations and warranties are made jointly and severally by the Loan Parties, that:

obligation, enforceable against it in accordance with its respective terms, subject to bankruptcy, insolvency and other laws limiting creditors rights and to the rules of equity of general application;

as created by the Loan Documents, the Term Sheet or as disclosed in the Borrower’s publicly filed financial statements and management’s discussion and analysis.

The Lender represents and warrants to each Loan Party that:

Each Loan Party covenants and agrees (except that the covenants in Sections 19(c) and (d) are given only by the Borrower), with the intent that these covenants constitute joint and several obligations of the Loan Parties, that for so long as any Obligations remain outstanding (other than contingent obligations which are expected to survive repayment of the amounts owing under the Loan Documents and termination of such Loan Documents), unless otherwise consented to by the Lender in writing, it will:

each jurisdiction in which it carries on business, except pursuant to a transaction permitted under Section 20(c);

Each Loan Party covenants and agrees, with the intent that these covenants constitute joint and several obligations of the Loan Parties, that for so long as any Obligations remain outstanding (other than contingent obligations which are expected to survive repayment of the amounts owing under the Loan Documents and termination of such Loan Documents), unless otherwise consented to by the Lender in writing, it will not:

The occurrence of any one or more of the following events, after the expiry of any applicable cure period set out below, shall constitute an event of default (each, an “Event of Default”) under this Commitment Letter:

22.Remedies:

Upon the occurrence of an Event of Default referred to in paragraph (d) or (e) of the definition thereof, all of the Obligations shall become immediately due and payable, without the necessity of any demand upon or notice to the Borrower or any of the other Loan Parties by the Lender, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each of the Loan Parties. Upon the occurrence and during the continuance of any other Event of Default, the Lender may by written notice delivered to the Loan Parties or any one or more of them declare all Obligations to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each of the Loan Parties. Without limiting the generality of the foregoing, but subject to the limitations herein expressed on the exercise of remedies under the Security, the Lender shall also be entitled, concurrently with the making of any demand for payment hereunder, to realize upon and enforce any and all of the Loan Documents and proceed by any other action, remedy or proceeding authorized or permitted by this Commitment Letter, such Loan Documents or at law or in equity. The rights and remedies of the Lender hereunder and under the Loan Documents are cumulative and in addition to and not in substitution for any rights or remedies provided at law. Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the right to perform any of the covenants of the Loan Parties which have not been performed, in which case each of the Loan Parties agrees to indemnify and hold harmless the Lender from and against any and all out-of-pocket costs and expenses incurred by the Lender in connection therewith provided that the Lender shall have no obligation whatsoever to perform such covenants and the performance of any such covenants by the Lender shall not in any way prejudice any of the Lender’s other rights and remedies.  

The obligations of the Lender to fund the Loan at Closing pursuant to this Commitment Letter shall be subject to the satisfaction on or before the Closing Date of the following conditions in favour of the Lender, each of which may be waived by the Lender in its sole discretion:

EdgePoint of the Purchased Units shall be completed contemporaneously with the completion of the advance of the Loan and the other transactions contemplated pursuant to this Commitment Letter and the other Loan Documents at Closing;

The Lender may terminate its obligations under this Commitment Letter if:

The Borrower shall provide written notice to the Lender by 5:00 p.m. (Toronto time) of the following day if it becomes aware that any of the termination events referenced in this section has occurred. Upon delivery of any such written notice by the Lender this Commitment Letter shall automatically terminate without any further action on the part of any party; provided that the sections of this Commitment Letter titled “Expenses and Indemnification” and “Governing Law” shall survive any such termination.

The Loan Parties cannot assign any of their respective rights or obligations under or in respect of the Loan, this Commitment Letter or any of the Loan Documents without the prior written consent of the Lender, except pursuant to a transaction permitted under clause (c) of the section of this Commitment Letter titled “Negative Covenants” above. The Lender can assign, sell or participate all or part of the Loan and its rights and obligations in respect of the Loan, this Commitment Letter or any of the Loan Documents to a person that is neither a non-resident of Canada for the purposes of the Tax Act (as defined below) nor a partnership other than a “Canadian partnership” within the meaning of the Tax Act, in each case without the prior written consent of the Borrower.

The Borrower shall pay all costs and expenses of the Lender reasonably incurred in connection with the making, amendment, restructuring, enforcement and realization of the Loan, this Commitment Letter and each of the other Loan Documents (including the reasonable fees, disbursements and other charges of counsel to the Lender in each applicable jurisdiction, including, without limitation, Barbados and Botswana); provided that the costs and expenses of the Lender relating to the making of the Loan, this Commitment Letter and each of the Loan Documents (and the perfection of security thereunder) shall be subject to the aggregate limit on the reasonable documented fees and disbursements of legal counsel set forth in the Term Sheet.

The Borrower and each Guarantor, jointly and severally, shall indemnify and hold harmless the Lender (and its affiliates and their respective officers, directors, employees and agents) from and against any loss, liability, cost or expense (including the reasonable fees, disbursements and other charges of counsel to the indemnified parties) arising in connection with any claim incurred by the Lender in connection with or as a result of the Loan or the use of proceeds

of the Loan, except to the extent such claim results from the Lender’s gross negligence or willful misconduct.

The Borrower and the Lender shall consult with each other prior to the filing or release of any written public announcement, press release or other written public statement with respect to the existence or terms of the Loan, this Commitment Letter or any other Loan Documents or the transactions provided for herein or therein (in each case a “Written Public Statement”); provided, that each party has the right to determine, in its sole discretion, whether to accept any comments provided by the other party on such Written Public Statements.

All repayments and prepayments of the Loan will be made free and clear of any taxes, withholdings or other deductions, except as required by applicable law. If any applicable law (determined in good faith) requires the deduction or withholding of any tax from any such payment by a Loan Party, then the sum payable by the Loan Party will be increased as necessary so that after such deduction or withholding has been made (including such deductions or withholdings applicable to additional sums payable under this section) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made. The Borrower will reimburse the Lender for any costs reasonably incurred by the Lender in performing its obligations under this Commitment Letter and each of the Loan Documents resulting from any change in law occurring after the Closing Date, including, without limitation, any change in reserve or special deposit requirements or any tax or capital requirements or any change in the compliance of the Lender therewith that has the effect of increasing the cost of funding to the Lender or reducing its effective rate of return on capital.

The foregoing will not apply to the following taxes (referred to as “Excluded Taxes”) with respect to the Lender, any participant or other recipient of payments under the Loan (each, a “Payee”): (i) taxes imposed due to any Payee not dealing at arm’s length, within the meaning of the Income Tax Act (Canada) (the “Tax Act”), with the Borrower or any Guarantor; (ii) taxes imposed as a consequence of any Payee at any time being a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the Tax Act) of the Borrower or any Guarantor or at any time not dealing at arm’s length (within the meaning of the Tax Act) with a “specified shareholder” of the Borrower or any Guarantor; (iii) taxes imposed as a result of a present or former connection between any Payee and the jurisdiction imposing such taxes (other than connections arising from the Lender having executed, delivered, become a party to, performed its obligations under, or received payments under any Loan Documents); or (iv) taxes arising from any Payee’s failure to comply with the Payee’s obligations imposed under Part XVIII of the Tax Act, the Canada-United States Enhanced Tax Information Exchange Agreement Implementation Act (Canada) or the similar provisions of legislation of any other jurisdiction that has entered into an agreement with the United States of America to provide for the implementation of FATCA based reporting.

The Borrower shall indemnify the Lender, within 10 days after demand therefor, for the full amount of any taxes other than Excluded Taxes (“Indemnified Taxes”) (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this section) payable or paid by the Lender on amounts received under the Loan or required to be withheld or deducted from a payment under the

Loan to the Lender, and any reasonable expense arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant government authority; provided that (i) the Lender shall cooperate with the Borrower on a commercially reasonable basis to reduce or eliminate the incidence of any Indemnified Taxes, and (ii) if the Lender determines that it has received a refund of any Indemnified Taxes for which it has been indemnified or received additional amounts pursuant to this section, then it shall pay to the applicable Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this section with respect to the Indemnified Taxes giving rise to such refund or reduction), net of all taxes and out-of-pocket expenses of the Lender and without interest (other than any net after-tax interest paid by the relevant governmental authority with respect to such refund). The Loan Party, upon the request of the Lender, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant governmental authority) if the Lender is required to repay such refund or reduction to the relevant governmental authority.

29.Guarantee:

The Borrower shall enter into a guarantee agreement in favour of the Lender pursuant to which it guarantees the due and punctual performance of the other Loan Parties under the Loan Documents (the “Borrower Guarantee”).

30.Notice:

Any notice, demand or communication required or desired to be made or given in this Commitment Letter shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, to the intended recipient as follows (or to such other address or e-mail address as may have been furnished by the Lender to the Loan Parties in writing):

if to any Loan Party:

Premium Nickel Resources Ltd.

100 King Street West

Suite 3400

Toronto, Ontario

M5X 1A4

Attention:          Tim Moran

Email:         [Redacted – Personal Information]

if to the Lender:

EdgePoint Investment Group Inc.

150 Bloor Street West, Suite 500

Toronto, Ontario

M5S 2X9

Attention:          Geoff MacDonald

Email:           [Redacted – Personal Information]

Any such notice, demand or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if

such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. at the place of receipt, then on the next following Business Day) or, if mailed, on the third (3^rd) Business Day following the date of mailing; provided, however, that if at the time of mailing or within three (3) Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

31. Amendment:  

The parties hereto acknowledge and agree that there are no contrary agreements, oral or written, establishing a term of this Commitment Letter and agree that the terms and conditions of this Commitment Letter may not be amended, waived or modified except in a writing signed by each party hereto.  

32.Paramountcy

In the event of a conflict or inconsistency between the provisions of any other Loan Document and the provisions of this Commitment Letter, the provisions of this Commitment Letter will prevail. Notwithstanding the foregoing, if there is any remedy available to the Lender after an Event of Default set out in the Security which is not set out or provided for in this Commitment Letter, such additional remedy will not constitute a conflict or inconsistency, but the exercise thereof will be subject to the Forbearance Period.

33.Severability:  

Wherever possible, each provision of this Commitment Letter shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Commitment Letter shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Commitment Letter.   

34.Headings:

The division of this Commitment Letter into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Commitment Letter.  

35.Prospectus:

The Lender represents and warrants to the Borrower that the Lender is an accredited investor within the meaning of National Instrument 45-106 — Prospectus Exemptions (“NI 45-106”). Furthermore, the Lender acknowledges that it has received written notice of the legend restriction notation required pursuant to National Instrument 45-102 — Resale of Securities in respect of the Warrants and, to the extent exercised within the applicable hold period, the Warrant Shares.

The Lender is hereby notified by the Borrower that (i) the Borrower is required to provide information (“personal information”) pertaining to the Lender required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106 (including the Lender’s name, address, telephone number and the number of securities purchased or issued), which Form 45-106F1 is required to be filed by the Borrower under NI 45-106; (ii) the personal information will be delivered to the Ontario Securities Commission in accordance with applicable securities law; (iii) such personal information is being collected indirectly by the Ontario

Securities Commission under the authority granted to it under applicable securities law; (iv) such personal information is being collected for the purposes of the administration and enforcement of applicable securities law of the Province of Ontario; and (v) the public officials in the Province of Ontario who can answer questions about the Ontario Securities Commission’s indirect collection of such personal information can be reached at the Ontario Securities Commission, 20 Queen Street West, 22nd Floor, Toronto, Ontario M5H 3S8, Telephone: (416) 593-8314. By executing this Commitment Letter, the Lender hereby authorizes the indirect collection of such personal information by the Ontario Securities Commission. Furthermore, the Lender acknowledges and consents to the disclosure of such information to the Exchange pursuant to Exchange Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions or otherwise pursuant to Exchange approval requirements and the filings associated therewith. The Borrower may disclose such information to the Exchange and the Lender expressly consents to the collection, use and disclosure of such information by the Exchange for the purposes described in Appendix 6A or Appendix 6B to the Corporate Finance Manual of the Exchange or as otherwise identified by the Exchange, from time to time.

The Lender acknowledges that neither the Warrants nor the Warrant Shares have been, nor will be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state, and may not be offered or sold in the United States or to a U.S. Person (as defined under the U.S. Securities Act), unless an exemption from the registration requirements under the U.S. Securities Act and applicable state securities laws is available.

This Commitment Letter may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and such counterparts together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by sending a scanned or other copy by electronic mail or similar means (including by way of electronic signature through an information system such as DocuSign or OneSpan or by any other electronic means) shall be effective as delivery of a manually executed counterpart of this Commitment Letter.

This Commitment Letter shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party hereto irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of the Province of Ontario for all actions and proceedings related to this Commitment Letter.  

by

/s/ Geoff MacDonald

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Name:

Geoff MacDonald

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Title:

Co-CEO & Chief Investment Officer

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PREMIUM NICKEL RESOURCES LTD.

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by

/s/ Keith Morrison

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Name:

Keith Morrison

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Title:

Chief Executive Officer

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NAN EXPLORATION INC.

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by

/s/ Keith Morrison

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Name:

Keith Morrison

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Title:

Chief Executive Officer

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NORTH AMERICAN NICKEL (US) INC.

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by

/s/ Keith Morrison

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Name:

Keith Morrison

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Title:

Chief Executive Officer

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PNR AMALCO LTD.

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by

/s/ Keith Morrison

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Name:

Keith Morrison

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Title:

Chief Executive Officer

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PREMIUM NICKEL RESOURCES INTERNATIONAL LIMITED

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by

/s/ Neil Jamieson

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Name:

Neil Jamieson

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Title:

President

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PREMIUM NICKEL RESOURCES SELEBI (BARBADOS) LIMITED

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by

/s/ Neil Jamieson

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Name:

Neil Jamieson

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Title:

President

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PREMIUM NICKEL RESOURCES SELKIRK GROUP (BARBADOS) LIMITED

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by

/s/ Neil Jamieson

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Name:

Neil Jamieson

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Title:

President

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PREMIUM NICKEL GROUP PROPRIETARY LIMITED

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by

/s/ Neil Jamieson

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Name:

Neil Jamieson

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Title:

Director

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PREMIUM NICKEL RESOURCES PROPRIETARY LIMITED

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by

/s/ Neil Jamieson

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Name:

Neil Jamieson

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Title:

Director

Certificate Number: CW-●

Number of warrants

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represented by this certificate – ●¹

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PREMIUM NICKEL RESOURCES LTD.

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By:

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Name:

Timothy Moran

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Title:

Chief Legal Officer & Corporate Secretary

NAME(S) IN FULL

ADDRESS(ES)

NUMBER OF

COMMON SHARES

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NAME:

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Signature:

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Address:

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☐

Please check box if the Common Share certificate(s) or DRS Advice are to be delivered at the office where this certificate and the Warrant Certificate is surrendered, failing which the Common Share certificate(s) or DRS Advice will be mailed to the subscriber at the address set out above.

unto

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(please print name of transferee)

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of

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(please print address of transferee)

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Warrants represented

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(please insert number of Warrants to be transferred) by the within Warrant Certificate.

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NOTICE: THE SIGNATURE TO THIS TRANSFER MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER

Signature guaranteed by:

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NOTICE: THE SIGNATURE OF THE TRANSFEROR SHOULD BE GUARANTEED BY A BANK, FINANCIAL INSTITUTION OR STOCK BROKER WHOSE SIGNATURE IS ACCEPTABLE TO THE COMPANY.

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