North American Nickel and Premium Nickel Resources Execute Definitive Agreement for Business Combination

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[{"type":"text","content":" Toronto, Ontario--(Newsfile Corp. - April 26, 2022) - Premium Nickel Resources Corporation (\"PNR\") and North American Nickel Inc. (TSXV: NAN) (\"NAN\") are pleased to announce that they have entered into a definitive amalgamation agreement (the \"Amalgamation Agreement\") in respect of their previously-announced reverse takeover transaction (the \"RTO\"), pursuant to which PNR would \"go-public\" by way of a reverse takeover of NAN. In this news release, references to the \"Resulting Issuer\" are to NAN after the closing of the RTO. As certain directors and officers of NAN are also directors and officers of PNR, the Amalgamation Agreement is considered as a \"Non-Arm's Length\" agreement pursuant to the policies of the TSX Venture Exchange (the \"Exchange\"). Transaction Particulars and the Definitive Agreement On April 25, 2022, NAN, PNR and 1000178269 Ontario Inc. (\"NAN Subco\"), a wholly-owned subsidiary of NAN incorporated under the Business Corporations Act (Ontario) (the \"OBCA\"), entered into the Amalgamation Agreement, which provides for, among other things, a three-cornered amalgamation (the \"Amalgamation\") pursuant to which (i) NAN Subco will amalgamate with PNR under Section 174 of the OBCA to form one corporation (\"Amalco\"), (ii) the securityholders of PNR will receive securities of the Resulting Issuer in exchange for their securities of PNR at an exchange ratio of 5.27 Resulting Issuer Shares (as defined herein) for each outstanding share of PNR (subject to adjustments in accordance with the Amalgamation Agreement) (the \"Exchange Ratio\"), and (iii) the transactions will result in a RTO of NAN in accordance with the policies of the Exchange, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. A copy of the Amalgamation Agreement will be available electronically on SEDAR (www.sedar.com) under NAN's issuer profile in due course. Sheldon Inwentash, Director of PNR, stated: \"We are delighted to announce this business combination with NAN, who is our long-term supporter and shareholder. This agreement demonstrates the degree to which our respective companies and shareholders are in alignment as we move forward with the RTO transaction and the re-development of the recently acquired Selebi Mines in Botswana. We are also excited to see Premium Nickel Resou...

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