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 UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 or

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _______ to _______

 Commission
File Number: 000-14740

 PREMIUM
RESOURCES LTD.

 (Exact
Name of Registrant as Specified in Its Charter)

 Province
 of Ontario, Canada

 N/A

 (State
 or Other Jurisdiction of

 Incorporation or Organization)

 (I.R.S.
 Employer

Identification No.)

 Suite
 3400, One First Canadian Place, P.O. Box 130 Toronto, Ontario, Canada

 M5X 1A4

 Address
 of Principal Executive Offices)

 (Zip
 Code)

 (604) 770-4334

 Registrant's telephone number, including area code

 Securities
registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

 Common
Shares

(Title of class)

by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the Registrant is not required to file Reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). Yes No

by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small Reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" or an "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 Reporting company

 Emerging
 Growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a Report on and attestation to its management's assessment of the effectiveness
of its internal control over financial Reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit Report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates on June 30, 2024, was approximately US$ 89 million.

 As
of March 19, 2025, there were 428,986,474 Common Shares issued and outstanding.

 PREMIUM
RESOURCES LTD.

 Annual
Report on Form 10-K

For the year ended December 31, 2024

 TABLE
OF CONTENTS

 Cautionary
 Note Regarding Forward-Looking Statements

 Item
 1. BUSINESS.

 Item
 1A. RISK FACTORS.

 Item
 1B. UNRESOLVED STAFF COMMENTS.

 Item
 1C. CYBERSECURITY.

 Item
 2. PROPERTIES.

 Item
 3. LEGAL PROCEEDINGS.

 Item
 4. MINE SAFETY DISCLOSURES.

 Part
 II

 Item
 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Item 6. [RESERVED].

 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 Item 9A. CONTROLS AND PROCEDURES.

 Item 9B. OTHER INFORMATION.

 Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Item 11. EXECUTIVE COMPENSATION.

 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 Item 16. Form 10-K SUMMARY.

 Signatures

 - i -

 Part
I

Cautionary Note Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K (this " Report ") for Premium Resources Ltd. (the " Company " or " PREM ")
(as defined herein), contains forward-looking statements that relate to future events or our future financial performance. These statements
involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by the forward-looking statements. These risks and other factors include those listed under "Risk Factors" in Part
I, Item 1A and elsewhere in this Report. In some cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue" or the negative of these terms or other
comparable terminology.

 Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements
to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
We discuss many of these risks in greater detail under the heading "Risk Factors". Given these uncertainties, you
should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's
beliefs and assumptions only as of the date hereof. You should read this Report and the documents that we have filed as exhibits to this
Report completely and with the understanding that our actual future results may be materially different from what we expect.

 Except
as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results
could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the
future. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 Unless
otherwise indicated, all references to "$", "C$" and "dollars" in this Report refer to Canadian dollars,
references to "US$" in this Report refer to United States dollars and references to "BWP" in this Report refer
to Botswanan pula. On December 31, 2024, the daily exchange rate: (i) for one United States dollar expressed in Canadian dollars was
US$1.00 = C$1.4389 (or C$1.00 = US$0.6950); (ii) for one Botswanan pula expressed in Canadian dollars was BWP 1.00 = C$0.1018 (or C$1.00
= BWP 9.8232); and (iii) for one Botswanan pula expressed in United States dollars was BWP 1.00 = US$0.0707 (or US$1.00 = BWP 14.1346).
"This quarter" or "the quarter" means the fourth quarter (" Q4 ") of 2024. "Year-to-date"
or "year-to-date period" means the twelve months ended December 31 (" YTD ").

 Item
1. BUSINESS.

 Premium
Resources Ltd. and its wholly-owned subsidiaries' principal business activity is the exploration and evaluation of PREM's
flagship asset, the Selebi nickel-copper-cobalt sulphide mine in Botswana and, separately, the Company's Selkirk nickel-copper-cobalt-platinum
group elements sulphide mine, also in Botswana. The common shares of PREM (" Common Shares ") are listed and posted
for trading on the TSX Venture Exchange (the " TSXV ") under the symbol "PREM". Prior to November 20, 2024,
the Company traded on the TSXV under its previous name and symbol, Premium Nickel Resources Ltd. and PNRL, respectively. In addition,
the Common Shares are currently quoted on the OTC Pink Open Market under the symbol "PRMLF".

 - 1 -

 The
following corporate structure chart sets out details of the direct and indirect ownership of the principal subsidiaries of the Company:

 (1)

 Premium Nickel Group Proprietary Limited (" PNGPL ")
owns the Selkirk Assets (as defined below).

 (2)

 Premium Nickel Resources Proprietary Limited (" PNRPL ")
owns the Selebi Assets (as defined below).

 The
Company's head and registered office is located at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario,
Canada, M5X 1A4.

 PREM
is a mineral exploration and evaluation company focused on the discovery and advancement of high-quality nickel-copper-cobalt-platinum
group elements (" Ni-Cu-Co-PGE ") resources. The principal assets of the Company are the Selebi and Selebi North nickel-copper-cobalt
(" Ni-Cu-Co ") mines in Botswana and related infrastructure (together, the " Selebi Mines "), as well
as the Ni-Cu-Co-PGE Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licences (collectively,
the " Selkirk Mine " and together with the Selebi Mines, the " Mines ").

 The
Selebi and Selkirk mines are permitted with 10-year mining licences, granted in 2022, and renewable upon the submission of approved mine
plans and other customary conditions, and benefit from significant local infrastructure. The Company's flagship Selebi Mines includes
two operational shafts, the Selebi and Selebi North shafts, and related infrastructure such as rail, power and roads.

 Summary
of Activities

 In
2023, PREM commenced its Phase 2 drill program undertaking a combination of resource and continued exploration drilling at the Selebi
Mines to demonstrate the size potential of the Selebi Mines mineral system, with the aim of establishing an initial mineral resource
estimate on the Selebi Mines (the " Initial Selebi MRE ").

 On
December 23, 2024, the Company filed the Initial Selebi MRE in conformance with the United States Securities and Exchange Commission's
(" SEC ") Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 1300 of Regulation
S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601(b)(96) Technical Report Summary, entitled " S-K
1300 Technical Report Summary, Selebi Mines, Central District, Republic of Botswana " (the " Selebi TRS ")
and dated December 17, 2024 (with an effective date of June 30, 2024) for its Selebi Mines. The Initial Selebi MRE will serve as the
basis for future engineering and economic studies.

 - 2 -

 The
Selebi North underground (" SNUG ") resource and exploration drilling program continued throughout 2024 and into 2025.
During 2024 and up to the date of this Report, the Company has drilled approximately 45,827 metres in 87 holes, bringing the SNUG drilling
program total to 63,947 metres in 162 holes. Assays for a total of 33,963 metres across 80 completed holes have not been accounted for
in the Initial Selebi MRE.

 The
Company has begun testing the deeper borehole electromagnetic (" BHEM ") plates from N2 Limb and South Limb at SNUG.
These assay results will continue to be released as they are received and confirmed by the Company.

2024, drill core from 17 historic holes at the Selkirk Mine were resampled to augment the historical database. Prospecting licences were
explored through data compilation, differential global positioning system (" DGPS ") of historic collars, surface prospecting,
and two surface electromagnetic (" EM ") surveys. Resampling of additional holes is underway with 20 holes transferred
from Selkirk to the core processing facility at Selebi.

 On
January 31, 2025, the Company filed the Selkirk MRE in conformance with the SEC's Modernized Property Disclosure Requirements for
Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300)
and Item 601(b)(96) Technical Report Summary, entitled " S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East
District, Republic of Botswana " (the " Selkirk TRS ") and dated January 8, 2025 (with an effective date of
November 1, 2024) for its Selkirk Mine. The Selkirk MRE serves as a solid foundation for advancing the Selkirk deposit to an economic
study.

 For
more information relating to the contemplated activities and milestones on the Mines, please see "Properties – Mining
Properties – Selebi Mines" and "Properties – Mining Properties – Selkirk Mine" below.

 Highlights
and Key Developments

 On
 January 1, 2024, James Gowans was appointed as the Chair of the board of directors (the " Board of Directors " or
 the " Board ").

 Since
 January 1, 2024, the Company has reported assay results from the Selebi Mines from a total of 88 drill holes and 1 hole extension,
 pursuant to news releases issued from January 18, 2024 to January 27, 2025, the full text of which are available on the Company's
 website ( The Company's website is not incorporated in this Report.

 On
 June 14 and June 21, 2024, the Company closed two tranches of a non-brokered private placement offering of units of the Company (the
 " Units "), pursuant to which the Company issued a total of 35,256,409 Units at a price of $0.78 per Unit for gross
 proceeds of approximately $27.5 million (the " June 2024 Financing "). Each Unit is comprised of one Common Share
 and one Common Share purchase warrant. For a more detailed summary of the June 2024 Financing, see " Liquidity & Capital
 Resources — Financings ".

 On
 June 24, 2024, Norman MacDonald was appointed to the Board of Directors.

 On
 September 19, 2024, the Company announced the appointment of Paul Martin to the Board of Directors of the Company to fill a vacancy
 resulting from John Hick's retirement from the Board of Directors.

 On
 November 11, 2024, the Company announced the extension of the study phase for the Selebi Mines project pursuant to the terms of the
 Selebi asset purchase agreement (the " Selebi APA ") with the liquidator of BCL Limited (the " BCL Liquidator "). This extension follows successful
 completion by the Company of the work and investment milestones required by the Selebi APA. It provides the Company with an additional
 one year, to February 1, 2026, to complete an economic study and make the next milestone payment, in the amount of US$25 million,
 under the Selebi APA.

 On
 November 18, 2024, the Company announced that it had changed its name from "Premium Nickel Resources Ltd." to "Premium
 Resources Ltd." Further, on November 20, 2024, the Company's Common Shares commenced trading under the new name and new
 stock ticker symbol "PREM".

 - 3 -

 On
 December 2, 2024, the Company announced the retirement of Keith Morrison as Chief Executive Officer and a director of PREM, effective
 December 31, 2024. As of such date, Paul Martin began serving as the Company's Interim Chief Executive Officer.

 On
 December 23, 2024, the Company filed the Selebi TRS. For details of the Initial Selebi MRE, see " Properties – Mining
 Properties – Selebi Mines ".

 On
 January 31, 2025, the Company filed the Selkirk TRS. For details of the Selkirk MRE, see " Properties – Mining Properties
 – Selkirk Mine ".

 On
 March 18, 2025, the Company announced the closing of a significant refinancing, including the introduction of a new
 strategic investor group and the deleveraging of its balance sheet with the conversion of its three-year term loan (the
 " Term Loan ") with Cymbria Corporation (" Cymbria ") into equity. See " Liquidity &
 Capital Resources – Financings ". On closing of the financing, Morgan Lekstrom was appointed Chief Executive Officer
 effective March 20, 2025. Mr. Lekstrom will also join the Board of Directors of the Company. James K. Gowans will retire as Chair of
 the Board but continue as a director of PREM, and Paul Martin will transition from his role as Interim Chief Executive Officer to
 Chairman of the Board.

 Corporate
Social Responsibility

 The
Company is committed to conducting its business in a socially responsible and sustainable manner, with a focus on environmental stewardship,
health and safety, community engagement and ethical conduct. The Company has established policies and procedures in its Code of Business
Conduct and Ethics to ensure compliance with applicable laws and regulations, as well as industry standards for responsible mining. PREM
recognizes the importance of stakeholder engagement and works closely with local communities, indigenous groups and other stakeholders
to ensure their concerns and perspectives are heard and addressed.

and Evaluation Activities

 The following table outlines the key milestones, estimated timing and costs related
to each of the Mines, based on the Company's reasonable expectations, intended courses of action and current assumptions and judgement,
with information based as of December 31, 2024.

 Key Milestones for Project

 Expected Timing of Completion

 Anticipated Costs

 Mines & Selkirk Mine

 Advancement
 towards economic studies (1)

 Ongoing, costs to December 31, 2025

 $13 million to $16 million

 Operating costs

 Ongoing, costs to December 31, 2025

 $13 million to $16 million

 (1)

 The key milestones are to complete the metallurgical studies, further drilling and advancement of underground development to support drilling, test the deep BHEM plates beneath the Selebi Main deposit, continue the assaying of historical drill core at Selkirk, and advance engineering studies.

 - 4 -

 Readers
are cautioned that the above represents the opinions, assumptions and estimates of management considered reasonable at the date the statements
are made and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual
events or results to differ materially from those described above. See "Cautionary Note Regarding Forward-Looking Statements".

 Available
Information

 We
file annual, quarterly, current reports and other information with the SEC. You may read and copy any reports, statement or other
information that we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at (202) 551-8090 for further information on the public reference room. These SEC filings are also available to the public
from commercial document retrieval services and at the Internet site maintained by the SEC at

 The
Company's website is  The Company's website is not incorporated in this Report.

 Item
1A. RISK FACTORS

 The
business of the Company being the exploration and evaluation of mineral properties in Botswana and Canada is speculative and involves
a high degree of risk. These risks may have a material and adverse impact on the future operations, financial performance and condition
of the Company and the value of the Common Shares. Although the Company has been successful in its past fund-raising activities, there
is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future.

 An
investment in the Company's Common Shares involves a high degree of risk. The following discussion highlights the risks and uncertainties we believe
are material to the Company, but the following discussion does not necessarily include all the risks we may face and an investor in the
Company's Common Shares should not interpret the disclosure of a risk in the following discussion to state or imply that the risk
has not already materialized. In evaluating an investment in the Company, the risks and uncertainties described below should be carefully
considered. If any such risks occur, the business, financial condition and/or liquidity and results of operations of the Company
could be materially adversely affected. In this event, the value of the Common Shares could decline and shareholders could lose all or
part of their investment.

 Further,
the Company's view of risks is not static, and readers are cautioned that there can be no assurance that all risks to the Company,
at any point in time, can be accurately identified, assessed as to significance or impact, managed or effectively controlled or mitigated.
There can be additional new or elevated risks to the Company that are not described herein or in the Company's public filings to
date.

 The summary and risks that follow
are organized under headings as determined to be most applicable, but such risks also may be relevant to other headings.

 - 5 -

 I. RISKS RELATED TO EXPLORATION & EVALUATION
PROJECTS

 Inherent risks associated with discovering commercially-viable deposits

 The Company's projects are in their exploration
and evaluation stages. The exploration of mineral deposits involves significant financial risks over a prolonged period of time, which
may not be eliminated even through a combination of careful evaluation, experience and knowledge.

 Most exploration projects do not result in the discovery
of commercially-mineralized deposits. The commercial viability of exploiting any precious or base-metal deposit is dependent on a number
of factors including infrastructure and governmental regulation, in particular those relating to environment, taxes and royalties. No
assurance can be given that minerals will be discovered of sufficient quality, size and grade on any of the Company's properties
to justify a commercial operation.

 Development of the Company's properties will
occur only after obtaining satisfactory exploration results. Although the Company's properties were past producing, few properties
which are explored are ultimately developed into economically viable operating mines. There is no assurance that the Company's mineral
exploration activities will result in the discovery of a body of commercial ore on its exploration properties. Several years may pass
between the discovery and development of commercial mineable mineralized deposits.

 Exploration projects also face
significant operational risks including but not limited to an inability to obtain access rights to properties, accidents, equipment breakdowns,
labour disputes (including work stoppages and strikes), impact of health epidemics and other outbreaks of communicable diseases and other
unanticipated interruptions

 Ability to establish our mineral reserves

 The Company is a mineral exploration and development
company that is focused on the redevelopment of the previously producing Mines. To that end, the Company's properties have no established
mineral reserves at this time. While the Selebi and Selkirk projects have mineral resource estimates (" MREs "), the
Company has not yet established any proven or probable mineral reserves on the Selebi Mines or Selkirk Mine projects. The lack of established
mineral reserves means that the economic viability of the Selebi and Selkirk projects has not been confirmed. There is no assurance that
further exploration will lead to the discovery of an economically viable mineral deposit.

 Further, there is no assurance that any of the Company's
projects can be mined profitably. Accordingly, it is not assured that the Company will realize any profits in the short to medium term,
if at all. Any profitability in the future from the business of the Company will be dependent upon the development and commercial mining
of economically viable mineral deposits, which in itself is subject to numerous risk factors.

 The exploration and development of mineral deposits involves a high degree
of financial risk over a significant period of time that even a combination of management's careful evaluation, experience and knowledge
may not eliminate. Few properties that are explored are ultimately developed into producing mines. Major expenses may be required to establish
resources and reserves by drilling and to construct mining and processing facilities at a particular site. It is impossible to ensure
that current work programs of the Company will result in profitable commercial mining operations. The profitability of the Company's
operations will be, in part, directly related to the cost and success of its work programs, which may be affected by a number of factors.
Substantial expenditures are required to establish mineral reserves that are sufficient to support commercial mining operations.

 Inherent risks associated with the economics of developing mineral properties

 Substantial
expenses are required to establish and upgrade mineral resources and mineral reserves through drilling, to develop metallurgical processes
to extract metal from ore and to develop the mining and processing facilities and infrastructure at any site chosen for mining. No assurance
can be given that minerals will be discovered in sufficient quantities to justify commercial operation or that the funds required for
development can be obtained on a timely basis.

 The
marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company's control
and which cannot be predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing
equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing
and exporting of minerals, and environmental protection. Depending on the price of minerals produced, the Company may determine that
it is impractical to commence commercial production.

 II. FINANCIAL RISKS

 Negative operating cash flow, reliance on additional
financing, and ability to continue operations as a going concern

 The
Company has negative cash flow from operations. As a result of the expected expenditures to be incurred by the Company for the exploration
and advancement of the Company's material projects, the Company anticipates that negative operating cash flows will continue until
one or both of the Company's material projects enters commercial production (if at all). There can be no assurance that the Company
will generate positive cash flow from operations in the future.

 The
Company will require additional capital in order to fund its future activities for its material projects and maintain and grow its operations.
Furthermore, additional financing, whether through the issue of additional equity and/or debt securities and/or project level debt, will
be required to continue the development of the Company's material projects and there is no assurance that additional capital or
other types of financing will be available or that these financings will be on terms at least as favourable to the Company as those previously
obtained, or at all. These material uncertainties cast substantial doubt about the Company's ability to continue as a going concern.
The accompanying Financial Statements do not include any adjustments relating to the recoverability and classification of recorded asset
amounts and classification of liabilities, and the reported expenses and comprehensive loss that might be necessary should the Company
be unable to continue as a going concern. These adjustments could be material. In assessing whether a going concern assumption is appropriate,
management considers all available information about the future, which is at least, but not limited to, twelve months from the date of
this Report.

 From
time to time, the Company may issue new shares, seek debt financing, dispose of assets, or enter into transactions to acquire assets
or shares of other corporations. These transactions may be financed wholly or partially with debt, which may temporarily increase the
Company's debt levels above industry standards.

 Failure
to obtain additional financing or to achieve profitability and positive operating cash flows will have a material adverse effect on its
financial condition and results of operations.

 - 6 -

 III.
OPERATIONAL RISKS

 Uninsured
risks and hazards

 Mining
is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial
and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions,
earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Such risks and hazards might
impact the Company's business. Consequently, many of the foregoing risks and hazards could result in damage to, or destruction
of, the Company's mineral properties or future processing facilities, personal injury or death, environmental damage, delays in
or interruption of or cessation of exploration or other activities, delay in or inability to receive required regulatory approvals, or
costs, monetary losses and potential legal liability and adverse governmental action. The Company may be subject to liability or sustain
loss for certain risks and hazards against which it does not or cannot insure or against which it may reasonably elect not to insure
because of the cost. This lack of insurance coverage could result in material economic harm to the Company.

 Risks of doing business outside Canada

 The Company's material mineral projects are
located in the Republic of Botswana. The Company's anticipated operations outside North America could subject the Company to a variety
of additional risks that may negatively impact its business and operations including any of the following: changes in rules and regulations
(including required royalties); failure of local parties to honour contractual relations; delays in obtaining or the inability to obtain
necessary governmental permits; opposition to mining from environmental or other non-governmental organizations; limitations on foreign
ownership; limitations on the repatriation of earnings; economic or tax policies; tariffs and trade barriers; regulations related to customs
and import/export matters; longer payment cycles; tax issues; currency fluctuations and exchange controls; rates of inflation; challenges
in collecting receivables; cultural and language differences; employment regulations; crimes, strikes, riots, civil disturbances, terrorist
attacks, and wars; and deterioration of political relations with Canada or other governments or sanctions imposed by Canada or other governments.
There will also be currency exchange risks in connection with the operations of the Company's foreign mineral assets, including
the Mines.

 In addition, Botswana is considered an emerging market.
Emerging market investments generally pose a greater degree of risk than investments in more mature market economies because the economies
in the developing world are more susceptible to destabilization resulting from domestic and international developments. Further, the current,
or a future government may adopt substantially different policies, take arbitrary action which might halt exploration or production, re-nationalize
private assets or cancel contracts, or cancel mining or exploration rights, any of which could result in a material and adverse effect
on the Company's results of operations and financial condition.

 Dependence on business and technical expertise of Management Team

 The Company is dependent on the business and technical expertise of its
management team. If it is unable to rely on this business and technical expertise, or if any of the expertise is inadequately performed,
the business, financial condition and results of the operations of the Company could be materially adversely affected until such time
as the expertise could be replaced.

 - 7 -

 IV. RISKS RELATED TO OUR COMMON STOCK

 Internal and external factors could impact the volatility of our Common

 The
price of Common Shares may be affected by a number of factors, including global macroeconomic developments and market perceptions of
the attractiveness of particular industries and location of assets, which may increase the volatility of Common Share prices. The price
of Common Shares will also be affected by the Company's financial conditions or results of operations as reflected in its liquidity
position and earnings reports.

 Other
factors unrelated to the Company's operations and performance that may have an effect on the price of Common Shares include: reduced
trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant
numbers of shares; the size of the Company's public float may limit the ability of some institutions to invest in the Company's
securities; and a substantial decline in the price of Common Shares that persists for a significant period of time could cause the Company's
securities to be delisted, further reducing market liquidity.

 As
a result of any of these factors, the market price of Common Shares at any given point in time may not accurately reflect the Company's
long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market
price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial
costs and damages and divert management's attention and resources.

 V. ECONOMIC AND MARKET RISKS

 The volatility of commodity prices could affect the economic viability
of our projects

 The
advancement of the Company's properties is dependent on the future prices of minerals and metals. As well, should any of the Company's
properties eventually enter commercial production, the Company's profitability will be significantly affected by changes in the
market prices of minerals and metals.

 Base
and precious metals prices are subject to volatile price movements, which can be material and occur over short periods of time and which
are affected by numerous factors, all of which are beyond the Company's control. Such factors include, but are not limited to,
actual and expected macroeconomic and political conditions, interest and exchange rates, inflation or deflation, fluctuations in the
value of the U.S. dollar and foreign currencies, global and regional supply and demand, speculative trading, the costs of and levels
of base and precious metals production, the availability and costs of substitutes, investments by commodity funds and other actions of
participants in the commodity markets. Such external economic factors are in turn influenced by changes in international investment patterns,
monetary systems, the strength of and confidence in the U.S. dollar (the currency in which the prices of base and precious metals are
generally quoted), and political developments. The effect of these factors on the prices of base and precious metals, and therefore the
economic viability of any of the Company's exploration projects, cannot be accurately determined. The prices of commodities have
historically fluctuated widely, and future price declines could cause the development of (and any future commercial production from)
the Company's properties to be impracticable or uneconomical. As such, the Company may determine that it is not economically feasible
to commence commercial production at some or all of its properties, which could have a material adverse impact on the Company's
financial condition and results of operations. In such a circumstance, the Company may also curtail or suspend some or all of its exploration
and evaluation activities.

 Foreign currency and equity market fluctuations

 The Company is also exposed to risks relating to its
financial instruments and foreign currency. The Company operates in Canada, Barbados and Botswana and undertakes
transactions denominated in foreign currencies such as United States dollars, Euros, and the Botswanan pula, and consequently is exposed
to exchange rate risks. The Company is also exposed to equity price risk; the movements in individual equity prices or general movements
in the level of the stock market may potentially have an adverse impact on the Company's earnings. The Company closely monitors
individual equity movements and the stock market to determine the appropriate course of action to be taken.

 Acquisition of Botswana assets and related purchase commitments

 On January 31, 2022, the Company closed the acquisition
of the Selebi project. However, pursuant to the terms of the acquisition, the Company has to comply with certain milestone payments, which
if not satisfied, will result in the Selebi project reverting to the BCL Liquidator. There are approximately US$55 million in contingent
post-closing milestone payments due to the BCL Liquidator in connection with the Selebi project, with (i) US$25 million due on January 31, 2026, and (ii) another US$30 million due upon the earlier of the commissioning and start of production at the Selebi
project or four years from the Selebi mining licence renewal date. The failure of the Company to comply with all the post-closing covenants
and contingent milestone payments relating to the Selebi project (if and when those milestones are achieved), could materially adversely
affect the business, operations and financial conditions of the Company and impact the market price of the Common Shares. In addition,
PREM closed its purchase of the Selkirk Mine in August 2022.

 VI. REGULATORY RISKS

 Compliance with governmental regulation

 Exploration,
development, and operations on the Company's properties will be affected to varying degrees by: (i) government regulations relating
to such matters as environmental protection, health, safety and labor; (ii) mining law reform; (iii) restrictions on production, price
controls, and tax increases; (iv) maintenance of claims; (v) tenure; and (vi) expropriation of property. There is no assurance that future
changes in such regulation, if any, will not adversely affect the Company's operations. Changes in such regulation could result
in additional expenses and capital expenditures, availability of capital, competition, reserve uncertainty, potential conflicts of interest,
title risks, dilution, and restrictions and delays in operations, the extent of which cannot be predicted. The Company is at the exploration
and evaluation stages on its material properties. Exploration on the Company's properties requires responsible best-exploration
practices to comply with the Company's policies, government regulations, and maintenance of claims and tenure.

 - 8 -

 If
any of the Company's projects advance to the development stage, those operations will also be subject to various laws concerning
development, production, taxes, labour standards, environmental protection, mine safety and other matters. In addition, new laws governing
operations and activities of mining companies could have a material adverse impact on any project in the mine development stage that
the Company may possess.

 Ability to obtain or adhere to permits, licences and approvals

 The
operations of the Company require licences and permits from various governmental authorities. The Company believes it holds or is in
the process of obtaining all necessary licences and permits to carry on the activities which it is currently conducting under applicable
laws and regulations. Such licences and permits are subject to changes in regulations and in various operating circumstances. There can
be no guarantee that the Company will be able to obtain all necessary licences and permits that may be required to maintain its mining
activities or advance its mineral properties. In addition, if the Company proceeds to production on any exploration property, it must
obtain and comply with permits and licences which may contain specific conditions concerning operating procedures, water use, the discharge
of various materials into or on land, air or water, waste disposal, spills, environmental studies, abandonment and restoration plans
and financial assurances. There can be no assurance that the Company will be able to obtain such permits and licences or that it will
be able to comply with any such conditions.

 Compliance with environmental regulations

 All
phases of the Company's operations are subject to environmental regulation in the jurisdictions in which the Company operates.
Environmental legislation is evolving in a manner which has been subject to stricter standards and enforcement, increased fines and penalties
for non-compliance, more stringent environmental assessments of proposed properties and a heightened degree of responsibility for companies
and their officers, directors and employees. There is no assurance that future changes in environmental regulations, if any, will not
adversely affect the Company's operations. The cost of compliance with changes in governmental regulations has the potential to
preclude entirely the economic development of a property. The Company has or will, as applicable, adopt environmental practices designed
to ensure that it will comply with or exceed all environmental regulations currently applicable to it.

 Changes in tax legislation or accounting rules could affect the profitability
of the Company

 Changes
to, or differing interpretation of, taxation laws in Canada, Barbados, Botswana, or any of the countries in which the Company's
assets or relevant contracting parties are located, could result in some or all of the Company's profits being subject to additional
taxation. New taxation rules or accounting policies enacted could result in the Company's profits being subject to additional taxation
and could have a material adverse effect on the Company's profitability, results of operations, financial condition and the trading
price of the Company's securities. In addition, the introduction of new tax rules or accounting policies, or changes to, or differing
interpretations of, or application of, existing tax rules or accounting policies could make acquiring additional resource properties
by the Company less attractive to counterparties. Such changes could adversely affect the Company's ability to acquire new assets
or make future investments.

 - 9 -

 VII. EMERGING MARKETS RISKS

 Operations in emerging markets

 The
Company has its material properties and operating subsidiaries in Botswana. It is possible that operating in Botswana may expose the
Company to a certain degree of political, economic and other risks and uncertainties. In conducting its operations in Botswana, the Company
has, among other things: (i) engaged and maintained experienced management and technical teams located in Botswana and/or with extensive
experience in operating properties in Africa; (ii) certain members of the Board of Directors and management routinely visit the Company's
Botswana properties; (iii) retained advisors and technical experts in Botswana including its local counsel, Bookbinder Business Law (" Bookbinder ");
and (iv) generally maintained robust internal control over its foreign subsidiaries, all of which are more particularly described below.

 Subsidiaries
and operations in Botswana

 The
Company's principal business activity in Botswana is the re-development of the Mines.

 The
establishment and development of PNGPL and PNRPL, each of which is a Botswanan entity, adds an additional regulatory framework within
which the Company operates and is supplementary to the regulatory framework existing in Canada. The Company holds its interest in the
Selebi Mines and the Selkirk Mine indirectly through its 100% owned subsidiaries PNRPL and PNGPL, respectively.

 The
Company's operating entities in Botswana are governed in accordance with applicable local laws and entity-wide governance principles.
The directors and management of the Company's operating entities in Botswana are generally comprised of a majority of senior management
employees and where required by local laws, local residents, who are generally longstanding local management level employees, or local
corporate counsel. In addition, certain members of the Company's management have experience conducting business in Botswana, as
detailed below, where the Company has maintained operations since 2021. Operating in Botswana requires greater internal controls and
adherence to a regulatory framework which creates challenges in relation to decision-making, communication, and compliance. The Company
has experienced management and has retained local legal advisors and consultants to help facilitate adherence to regulatory requirements
of Botswana in order to meet this challenge.

 We
rely on our experienced Board and management

 In
addition to their experience with the Company, the Board of Directors and management also has extensive experience operating
and managing investments and projects in Africa. Furthermore, they bring diverse expertise in areas such as global strategy, finance,
exploration, technology, and corporate development. Their collective experience spans several decades and includes successful ventures
in both public and private sectors. Certain members of the Board of Directors, management and senior officers of the Company have made
trips to Botswana to gain a deeper understanding of the Company's operations and projects as well as to impart their experience
and knowledge of the local business, culture and practices to the other members of the Board of Directors and officers.

 The
Company also relies on the expertise of its local Botswana-based personnel, Mr. Borris Kamstra, Mr. Kneipe Setlhare, and Mr. Karabo
Monepe, all of whom have extensive mining and government relations experience in Botswana.

 Overall,
the Company benefits from and relies on the collective wealth of expertise and experience in the Company's business and operations
in Botswana of its Board of Directors, management, locally based personnel and technical teams.

 Use of and reliance on experts and local advisors

 The
Company has retained Bookbinder, a Botswanan law firm to advise on various corporate and regulatory legal issues, including the
Company's right to conduct business in Botswana and title verification over the Botswanan assets, and has relied on advice from
Bookbinder with respect to such matters. Additionally, the Company has retained engineering and geoscientific services firms
including SRK Consulting, SLR Consulting, DRA Global (" DRA "), SGS Mineral Services, and Expert Process Solutions.
The Company ensures that any such counsel or provider retained has their credentials vetted and referenced, with considerable
diligence and adherence to local licences, professional associations and regulators.

 The
Company's officers and Board of Directors benefit from the advice and guidance provided by its Botswanan legal advisor as well
as personnel based in Botswana of new developments in local mining regimes and new requirements that come into force from time to
time, as they pertain to and affect the Company's business and operations in Botswana. Any material developments are subject to
oversight and discussion by the Board of Directors.

 - 10 -

 Language, cultural differences and business practices

 English is the official language of Botswana, in which the Audit and Risk
Management Committee of the Company and the Company's external auditors are proficient. The most widely spoken language in Botswana
is Setswana. The languages spoken by the Board, management and technical team of the Company and its subsidiaries include Afrikaans, English
and Setswana.

 The
financial records of the Company and both PNGPL and PNRPL, existing under the laws of Botswana are maintained in English. The Company
does not believe that any material language or cultural barriers exist.

 Item
1B. UNRESOLVED STAFF COMMENTS

 None.

 Item
1C. CYBERSECURITY

 Cybersecurity
Risk Management and Strategy

 We,
like other companies in our industry, face several cybersecurity risks in connection with our business. Our business strategy, results
of operations, and financial condition have not, to date, been materially affected by risks from cybersecurity incidents or threats.
During the reporting period, we have not, to our knowledge, experienced any material cybersecurity threats or incidents.

 The
Company does not currently have processes in place for assessing, identifying or managing material risks from cybersecurity threats,
but we intend to implement a formal cybersecurity program in the future. The program will be aimed at safeguarding the confidentiality,
integrity, and availability of our essential systems and information, and will be designed to detect and mitigate risks from cybersecurity
threats to our data and our systems. Central to our future cybersecurity efforts will be a robust incident response plan designed to
address potential cyber incidents swiftly and effectively.

 In
designing and evaluating our cybersecurity program, we intend to adopt the National Institute of Standards and Technology Cybersecurity
Framework (" NIST CSF 2.0 ") as a guiding principle. It is important to clarify that our use of the NIST CSF 2.0 will
be for guidance purposes to frame our risk identification, assessment and management processes and will not equate to compliance with
any specific technical standards or requirements.

 The
key components of our future cybersecurity program are expected to include:

 conducting
 risk assessments to pinpoint material cybersecurity threats to our critical systems, data, products, services, and overall IT infrastructure;

 a
 third-party security expert consultant overseeing the risk assessment process, maintenance of security controls, and coordination
 of responses to cybersecurity incidents;

 engagement
 with external service providers to evaluate, enhance, or support our security measures; and

 an
 incident response plan outlining specific procedures for managing cybersecurity incidents.

 Cybersecurity
Governance

 The
governance of cybersecurity risks will be a critical function of our Board, which will have a key role in the oversight of cybersecurity
and related technology risks. The Board will be tasked with monitoring the effectiveness of our cybersecurity risk management program,
once adopted.

 - 11 -

 The
Board will receive regular updates from management on the state of cybersecurity risks facing the Company. This includes briefings on
any significant cybersecurity incidents and ongoing cybersecurity risk management efforts.

 The
responsibility for day-to-day management of cybersecurity risks lies with the Chief Financial Officer and Chief Executive Officer, with
assistance from other members of management and contracted information technology consultants. The Company's contracted information
technology consultants consist of highly experienced professionals in the areas of network security and disaster recovery. This team
will be at the forefront of our cybersecurity initiatives, coordinating both internal and external resources to anticipate, identify,
and mitigate cyber threats. Our approach will include regular updates from our third-party security expert consultant, leveraging intelligence
from various sources, and utilizing advanced security tools to protect our digital environment.

 Item
2. PROPERTIES.

 In
determining the Company's material properties, management considered both quantitative and qualitative factors, assessed in the
context of the Company's overall business and financial condition. The Company concluded that, as of the date of the filing of
this Report, the Company's only material mining properties are the Selebi Mines and the Selkirk Mine. The Company will update its
assessment of individually material mines on an annual basis.

 The
Company also holds interests in certain exploration stage properties located in Canada, however, the Company has determined that such
properties are not independently material to the Company at this time. For more information, see below under the heading " Canada
Nickel Projects – Sudbury, Ontario ".

 S elebi
Mines

 The
information that follows relating to the Selebi Mines is derived from, and in some instances is an extract from, the Selebi TRS. Portions
of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference
should be made to the full text of the Selebi TRS, which has been included as Exhibit 96.1 to this Report. In the event that we determine
that any modifying factors, estimates and other scientific and technical information in the report materially change, we may update or
file a new technical report in the future. The Selebi Mines is an exploration stage property.

to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the Selebi TRS was prepared by SLR Consulting
(Canada) Ltd (" SLR "). The qualified persons of SLR meet the qualifications specified under the definition of "qualified
person" under Item 1300 of Regulation S-K.

 Property
Description and Location

 The
Selebi Mines are located in Botswana approximately 150 km southeast of the city of Francistown, and 410 km northeast of the national
capital Gaborone. The Selebi Mines are readily accessed via paved and gravel roads from the town of Selebi-Phikwe, located just north
of the mining licence. With a population of approximately 52,000, the town is accessed via a well-maintained paved road that branches
due east from the major A1 highway at the town of Serule, 57 km from the Selebi Mines.

 The
Selebi Mines infrastructure includes two mines, currently on care and maintenance, Selebi (#2 Shaft) and Selebi North (#4 Shaft), and
associated surface infrastructure.

 - 12 -

 Land
Tenure

 The
Selebi Mines consists of a single mining licence covering an area of 11,504 hectares. The mining licence is centered approximately at
22 03'00"S and 27 47'00"E.

 Mining
licence 2022/1L was granted to PNRPL on January 31, 2022, over the Selebi Mines deposits discovered under mining licence 4/72. The original
licence which had been granted to BCL Limited (" BCL ") on March 7, 1972, which covered both Selebi and Phikwe project
areas, was amended several times and renewed once, and was set to expire on March 6, 2022. The current mining licence is limited to the
Selebi and Selebi North deposits and their surrounding areas, expires May 26, 2032, and excludes the Phikwe mines and associated infrastructure.

 - 13 -

 History

in the Selebi Mines area was initiated in 1959 by Bamangwato Concessions Limited (" Bamangwato ") and included soil
geochemistry, geological mapping, trenching, and diamond drilling over the then combined Selebi-Phikwe area. The Selebi and Phikwe discoveries
were made in 1963 and 1967, respectively, and a single mining lease was granted to Bamangwato in 1967 covering both areas.

 Bamangwato
changed its name to BCL in 1977 and operated the combined Selebi-Phikwe project from 1970 until its closure in 2016. Nickel and copper
ore was mined from an open pit at Phikwe (1971 to 1980), as well as four distinct underground production areas namely Phikwe (1981 to
2016), Southeast Extension (at Phikwe, 1997 to 2016), Selebi North (1990 to 2016) and Selebi (1980 to 2016). Head grades declined from
2010 to 2015 and in October 2016 BCL was placed into provisional liquidation and all its operations put under care and maintenance.

 PREM
acquired the Selebi Mines and current Selebi mining lease from the BCL Liquidator on January 31, 2022.

 Geological
Setting, Mineralization and Deposit

 The
eastern portion of Botswana forms part of the Limpopo Mobile Belt (" LMB ") which represents a deep crustal section
through an orogenic province between the Kaapvaal and Zimbabwe Cratons.

 - 14 -

 The
Selebi Mines are located in highly deformed and metamorphosed Archean gneisses near the north margin of the central zone (" CZ ")
of the LMB. The CZ region is characterized by complex structural fold patterns accompanied by regional and cataclastic metamorphism with
grades ranging from amphibolite to granulite facies and cataclastic tectonites.

 The
deposits in the Selebi Mines area are categorized as ortho-magmatic nickel-copper sulphide-type deposits. They are hosted within amphibolite
and understood as a tectono-metamorphically modified tholeiitic magma parents with an immiscible sulphide melt which has undergone all
the phases of deformation that have affected the enclosing gneisses. They form part of the Selebi-Phikwe belt of intrusions that also
contain the Phikwe, Dikoloti, Lentswe, and Phokoje deposits.

 All
mineralization horizons pinch and swell, are conformable to the gneissic foliation, and are hosted within or at the hanging wall contact
of amphibolite with the gneissic country rocks. Mineralization horizons range in thickness from very thin to over 20 m thick and are
commonly one to three metres thick (deposit dependent). Orientation follows country rock foliation, and the zones can dip moderately
to steeply, and can extend from 150 m to over 2,000 m.

 The
principal sulphide minerals are pyrrhotite, chalcopyrite, and pentlandite which occur in massive, semi-massive, and disseminated form.
Pyrite occurs as localized overgrowth. Magnetite occurs as rounded inclusions in massive sulphides and as later overgrowths.

Mines Mineral Resource Estimate, June 30, 2024:

 Tonnage

 Grade

 Contained Metal

 Classification

 Deposit

 (Mt)

 (% Cu)

 (% Ni)

 (000 t Cu)

 (000 t Ni)

 Indicated

 Selebi North

 3.00

 0.90

 0.98

 27.1

 29.5

 Total Indicated

 3.00

 0.90

 0.98

 27.1

 29.5

 Inferred

 Selebi Main

 18.89

 1.69

 0.88

 319.2

 165.5

 Selebi North

 5.83

 0.90

 1.07

 52.5

 62.4

 Total Inferred

 24.72

 1.50

 0.92

 371.7

 227.9

 The
key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selebi TRS. Readers are cautioned
not to assume that all or any part of Indicated Mineral Resources will ever be converted into Mineral Reserves as defined by S-K 1300.
Readers are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable,
or that an Inferred Mineral Resource will ever be upgraded to a higher category.

work completed at the Selebi Mines from 2021 through to the date of this Report consisted of the sourcing and digitization of existing
historical information, confirming collar and down hole location information of selected historical holes, and drilling. PREM also completed
gyro, BHEM, televiewer, and downhole physical property surveys on selected high priority historical and recent exploration holes. A focused
structural model over a portion of the Selebi deposit was developed by SRK Consulting Ltd. (" SRK "), and a 3D model
of mineralization for use in targeting was created at Selebi North by SLR.

North

 In
August 2023, an underground resource and exploration drilling program at Selebi North was initiated, which continued throughout 2024
and into 2025. During 2024 and up to the filing of this Report, the Company has drilled approximately 45,827 metres in 87 holes, bringing
the SNUG drilling program total to 63,947 metres in 162 holes. Assays for a total of 33,963 metres across 80 completed holes have not
been accounted for in the Initial Selebi MRE. The program is a combination of infill and exploration drilling to follow the extension
of the mineralization down-dip and down-plunge. The core is sampled and sent to ALS Chemex in Johannesburg for analysis. All holes were
surveyed with a gyro instrument and selected holes were surveyed with BHEM. BHEM surveys have been completed in 89 underground holes.

 - 15 -

Main

 A
total of 748 metres of surface drilling has been completed at Selebi Main in 2024 and to date. Historic hole sd120 was wedged at 500
metres and sd120-W1a was drilled to a length of 1,201 metres. This new hole, sd120-W1a, completed in September 2024, intersected massive
sulphides at a distance of 46 metres north-northeast (minegrid) from the historic hole. A second hole, sd102a, was wedged at 491 metres
and abandoned at 538 metres.

 Further
information on assay results can be found in the Selebi TRS and the Company's news releases, copies of which are available on the
Company's website (  The Company's website is not incorporated in this Report. Assay
results are publicly released as they are received and confirmed by the Company.

 Studies

 The
historical BCL operations consisted of an integrated mining, concentrating and smelting complex which operated for over 40 years over
the Selebi Phikwe project area. The smelter processed Selebi and Phikwe concentrates and toll treated nickel concentrates received from
the Nkomati Nickel Mine and the Phoenix Mine. The concentrator plant and smelter were placed on care and maintenance in 2016 and are
located adjacent to the Selebi Mines at the historical Phikwe Mine.

 PREM
intends to use pre-concentration methods to separate the minerals from waste materials to produce a mill feed and flotation to
produce a concentrate for commercial sale, or for further refining, and does not plan to restart the existing concentrator or
smelter. Concentrate options are being investigated and include a bulk concentrate and separate nickel and copper concentrates. In
2021, PREM carried out due diligence work that included metallurgical sampling and testing. Subsequent metallurgical study programs
were carried out by SGS Canada Inc. (" SGS ") in Lakefield, Ontario for separate copper and nickel concentrate
production at a conceptual level. In 2024, samples were collected from underground from both Selebi Main and Selebi North with flotation test work
and pre-concentration studies ongoing for these samples.

 Engineering
trade off studies are nearing completion by DRA Global out of Johannesburg. These include alternative mining methods, electrification
of the underground mining fleet, refurbishment of historical critical infrastructure, crushed ore conveying versus use of haul trucks,
and blasting options.

the year ended December 31, 2024, the Company incurred $28,017,207 (2023 - $21,469,132) in exploration and evaluation expenditures on
the Selebi Mines. The Company incurred $8,735,401 to acquire the Selebi Mines, and has incurred a further $69,296,576 in exploration
and evaluation expenditures project-to-date as at December 31, 2024.

Mine

 The
information that follows relating to the Selkirk Mine is derived from, and in some instances is an extract from, the Selkirk TRS. Portions
of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference
should be made to the full text of the Selkirk TRS, which has been included as Exhibit 96.2 to this Report. The Selkirk TRS is incorporated
herein by reference and made a part hereof. In the event that we determine that any modifying factors, estimates and other scientific
and technical information in the report materially change, we may update or file a new technical report in the future. The Selkirk Mine
is an exploration stage property.

to Item 1302(b)(5) of Regulation S-K (17 C.F.R. §229.1302(b)(5)), the Company states that the Selkirk TRS was prepared by SLR. The
qualified persons of SLR meet the qualifications specified under the definition of "qualified person" under Item 1300 of
Regulation S-K.

 - 16 -

 Property
Description and Location

 The
Selkirk Mine is located in the northeast of Botswana approximately 28 km southeast of the city of Francistown, and 450 km northeast of
the national capital Gaborone.

 The
Selkirk Mine is accessed year-round via paved and gravel roads from Gaborone and Francistown. The Selkirk Mine infrastructure includes
relict surface infrastructure supporting the historical underground mine, and the original decline. The Selkirk Mine is quite flat, and
beyond the mine footprint is covered in grassland with dispersed and clusters of trees typical of a tree savanna biome.

 Land
Tenure

 The
Selkirk Mine consists of a single mining licence covering an area of 1,458 hectares (14.58 km 2) and four prospecting
licences covering a total of 12,670 hectares (126.7 km 2). The mining licence, 2022/7L, is centred approximately at
21 19'13" S and 27 44'17" E and is held by PNGPL, a subsidiary of PREM. The mining licence was
renewed for ten years commencing on May 27, 2022, ending on May 26, 2032. The four prospecting licences (PL050/2010, PL051/2010,
PL210/2010, and PL071/2011) expired September 30, 2024, and applications for renewal were submitted prior to the expiry date. The
Company received verbal confirmation that they were renewed during the first quarter of 2025 and will expire September 30,
2026.

 Infrastructure

 The
area is in a rural district and the available infrastructure is minimal. Strategic services (e.g., electricity and water supplies) could
be provided by the Botswana Power Corporation and from existing governmental water pipelines within the Francistown Road Reserve, and
potable water could be sourced on site from boreholes. A railway line crosses the western margin of the Selkirk area.

 - 17 -

 History

 Anglo
American Corporation of South Africa established the presence of nickel and copper occurrences at the sites of the ancient copper workings
in the area in 1929. Significant exploration started in the mid-1960s by the Tati Territory Exploration Company. The first exploration
campaigns included soil sampling, trench sampling, ground geophysics, and diamond drilling. At least four exploration and mining companies
have worked on the Selkirk Mine since the 1960s and extensive work has been done to characterize the economic potential of the property.

 The
Selkirk underground mine was operated from 1989 to 2002 by Tati Nickel Mining Company (" TNMC "), a company created
specifically to exploit the deposit. More than 1 Mt of material grading 2.6% Ni and 1.6% Cu was extracted from a semi-elliptical deposit
of massive sulphide up to 20 m thick. Since 2003, extensive exploration has been completed to characterize the lower-grade/higher-tonnage
halo of disseminated sulphides both surrounding and down plunge (south) of the mined-out high-grade mineralization. Exploration and conceptual
studies were conducted by Lion Ore Mining Pty Ltd and subsequently by Norilsk Nickel Group of Companies through their ownership in TNMC.

 Geological
Setting, Mineralization, and Deposit

 The
Selkirk Mine lies within the Tati granite-greenstone belt of the Zimbabwe Craton. The mineralized body of the Selkirk deposit is hosted
within the Selkirk Formation (>1 km thick) which consists mainly of dacitic and rhyolitic volcaniclastic rocks and minor amounts of
mafic volcanic rocks, quartzites, and quartz sericite schists. The Selkirk Formation hosts the Phoenix, Selkirk, and Tekwane meta-gabbronoritic
intrusions and the Sikukwe meta-peridotite intrusion and the area around the project hosts intrusive magmatic nickel-copper-platinum
group element sulphide deposits, namely the Phoenix deposit, as well as the Tekwane and Cinderella exploration prospects.

 Two
styles of mineralization are found at Selkirk: (1) massive sulphides (mined-out), located within the metagabbro intrusion as well as
small, massive sulphide accumulations at the base of the taxitic metagabbro intrusive, and (2) matrix and disseminated sulphides as a
halo surrounding and down-dip of the mined-out massive sulphide body. The disseminated zone that once included the mined-out sulphide
lens, lies 50 m to 100 m above the basal contact of the footwall quartz diorite and mimics the footwall contact. Currently available
drilling suggests that the shallow, previously mined, massive sulphide lens was synformal in shape and measured up to 70 m to 90 m wide,
averaged 20 m thick, and had a plunge extent of 200 m.

 The
disseminated sulphide mineralization surrounding the massive sulphides is also synformal in shape, averages 120 m wide and 100 m to 150
m thick and plunges shallowly to the south at 25. It is defined from surface over a distance of 900 m and remains open at depth.
Mineralization consists of pentlandite, pyrrhotite, chalcopyrite and pyrite. At least three generations of dykes crosscut the mineralized
metagabbro. Numerous faults traversing the deposit have been described in surface and underground mapping, none of which present significant
displacement at the deposit scale. The Selkirk metagabbro host has been attributed an age of 2.7 Ga.

Mine Mineral Resource Estimate, November 1, 2024:

 Classification

 Tonnage

 Grade

 Contained Metal

 (Mt)

 (% Cu)

 (% Ni)

 (g/t Pd)

 (g/t Pt)

 (000 t Cu)

 (000 t Ni)

 (000 oz Pd)

 (000 oz Pt)

 Inferred

 44.2

 0.30

 0.24

 0.55

 0.12

 The
key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selkirk TRS. Readers are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or is economically or legally mineable,
or that an Inferred Mineral Resource will ever be upgraded to a higher category.

 - 18 -

work completed by PREM to date has consisted of the sourcing and digitization of existing historical information, confirming collar location
information on selected historical holes, re-logging selected drill core, sampling mineralized drill core found unsampled on surface,
sampling underground drifts, and submitting a number of samples for proof-of-concept metallurgical testing. PREM has also initiated an
internal study into the feasibility of the open pit concept and is exploring conceptually with limited test information several different
processing options.

 The
Selkirk MRE serves as a solid foundation for advancing the Selkirk deposit to an economic study. It was prepared using results from 232
surface and 10 underground historical drillholes drilled between 2003 and 2016, five 2016 drillholes sampled by PREM in 2021, and 17
historical drillholes resampled in 2024. Analytical results from PREM re-sampling showed higher PGE values compared to historic results
and additional resampling is expected to result in higher Pt and Pd grades and contained metal.

 Further,
the Selkirk MRE was prepared under the conceptual processing scenario of producing two separate concentrates. Additional work on alternate
processing options may result in higher recoveries. Cobalt, a potentially valuable by-product, has not been included in the Selkirk MRE
as cobalt analyses are not consistently available throughout the deposit. Planned metallurgical studies will determine payability of
cobalt at the Selkirk Mine.

programs have also been ongoing at the prospecting licences located adjacent to the Selkirk mining licence, with a DGPS of seven historical drillhole collars and two surface electromagnetics surveys completed in Q2 2024. The strongest
electromagnetic anomaly occurs over the Rooikoppie Prospect, a gossan that was targeted by BCL drill holes. These five holes were located,
DGPS coordinates collected, and two holes, DRKP001 and 002, were sampled in Q3 2024. Assays showed
no significant results in Ni, Cu, or PGEs.

 Studies

 PREM
intends to use flotation to produce a concentrate for commercial sale or for further refining. Concentrate options are being investigated
and include separate nickel and copper concentrates, and a bulk concentrate.

 Metallurgical
study programs were carried out by SGS in Lakefield for separate copper and nickel concentrate production at a conceptual level. The
conceptual process flowsheet developed by SGS includes the key unit operations of crushing, grinding, and flotation. PREM analyzed select
SGS test results on key flotation parameters observed in the production of separate nickel and copper concentrates to simulate estimated
metal grades and recoveries for bulk concentrate.

 The
Company is also investigating producing a lower grade nickel concentrate suitable for hydrometallurgical processing. Phase 1 hydrometallurgical
test-work using the Platsol process began in late 2023 and was completed in January 2024.

 Results
from the metallurgical testing showed recoveries of all the payable metals (Ni, Cu, Co, Au, Pt and Pd) to the solution phase were very high
(generally >99%) in the initial batch autoclave testing. The downstream processes have been tested at bench scale and, although it
is not possible to precisely quantify final metal recoveries to saleable products until continuous, integrated piloting is completed,
overall recoveries of all payable metals should be >95% based on commercial experience of base metal hydrometallurgical plants. This study
demonstrated that alternate processing options are potentially viable at Selkirk.

 The
area is in a rural district and the available infrastructure is minimal. Strategic services (e.g., electricity and water supplies) could
be provided by the Botswana Power Corporation and from existing governmental water pipelines within the Francistown Road Reserve, and
potable water could be sourced on site from boreholes. A railway line crosses the western margin of the Selkirk area.

the year ended December 31, 2024, the Company incurred $1,477,696 (2023 - $1,233,342) in exploration and evaluation expenditures on the
Selkirk Mine. The Company incurred $327,109 to acquire the Selkirk Mine, and has incurred a further $3,058,502 in exploration and evaluation
expenditures project-to-date as at December 31, 2024.

 - 19 -

 Maniitsoq
Nickel-Copper-PGM Project, Southwest Greenland

 No
exploration work was carried out in Greenland in 2024. In early December 2024, the Company notified the Government of Greenland that it was relinquishing its licences effective immediately and is awaiting final approval from authorities.

 Canadian
Nickel Projects - Sudbury, Ontario

 Post
Creek Property

 The
Post Creek property is located 35 kilometres east of Sudbury in Norman, Parkin, Alymer and Rathburn townships and consists of 64 unpatented
mining claim cells in two separate blocks, covering a total area of 847 hectares held by the Company. The Company acquired the property
through an option agreement in April 2010, which was subsequently amended in March 2013. As at the date of this Report, the Company holds
a 100% interest in the Post Creek property and is obligated to pay advances on a net smelter return of $10,000 per annum, which will
be deducted from any payments to be made under the net smelter return.

 The
Post Creek property lies adjacent to the Whistle Offset Dyke Structure which hosts the past–producing Whistle Offset and Podolsky
Cu-Ni-PGM mines. Post Creek lies along an interpreted northeast extension of the corridor containing the Whistle Offset Dyke and Footwall
deposits and accounts for a significant portion of all ore mined in the Sudbury nickel district and, as such, represents favourable exploration
targets. Key lithologies are Quartz Diorite and metabreccia related to offset dykes and Sudbury Breccia associated with Footwall rocks
of the Sudbury Igneous Complex which both represent potential controls on mineralization.

 No
exploration work was completed in 2024 on the Post Creek Property. The claims have sufficient work credits to keep them in good standing
until 2027. No material expenditures or activities are contemplated on the Post Creek property at this time.

 Halcyon
Property

 The
Halcyon property is located 35 kilometres northeast of Sudbury in the Parkin and Aylmer townships and consists of 62 unpatented mining
cells for a total of 1,024 hectares. Halcyon is adjacent to the Post Creek property and is approximately two kilometres north of the producing
Podolsky Mine of FNX Mining. The property was acquired through an option agreement and as at the date of this Report, the Company holds
a 100% interest in the Halcyon property and is obligated to pay advances on a net smelter return of $8,000 per annum, which will be deducted
from any payments to be made under the net smelter return.

 No
exploration work was completed on the Halcyon Property in 2024. The claims are in good standing through 2027. No material expenditures
or activities are contemplated on the Halcyon property at this time.

 Quetico
Property

 The
Quetico property is located within the Thunder Bay Mining District of Ontario and consisted of 99 claim cells in two
blocks. Cells were acquired to assess: (a) the Quetico Sub-province corridor, which hosts intrusions with Ni-Cu-Co-PGM mineralization
related to a late 2690 Ma Archean magmatic event; and (b) the Neoproterozoic (1100 Ma MCR) magmatic event and related intrusions.

 No
work was carried out on the Quetico property in 2024. The last remaining claims expired on April 26, 2024.

 Internal
Controls over the Mineral Resources Estimation Process

 The
Company uses an industry-standard approach to exploration and mineral resource estimation that results in reasonable and reliable estimates
aligned with industry practice and reporting regulations. The Company's systems cover exploration activities, sample preparation
and analysis, mineral processing, metallurgical testing, recovery estimation, and mineral resource estimations. Controls include, but
are not limited to, use of certified laboratories, formal quality assurance and quality control (" QA/QC ") protocols,
standardized procedures, workflow processes, data verification, supervision and management approval, internal and external reviews, and
data security covering record keeping, chain of custody and data storage.

 - 20 -

 QA/QC
protocols over sampling and assaying of drill hole samples encompass the insertion of blind reference material samples including certified
reference materials (CRM) and blanks, as well as coarse reject duplicate samples in the primary sample streams. Selective pulp samples
are analyzed at a secondary laboratory. All results are reviewed upon receipt and actioned according to predefined failure criteria.
Internal reports are prepared to monitor performance and trends over longer periods.

 Data
is maintained in an industry standard data management software with regular backups and internal controls. Prior to use in mineral resource
estimation, a third-party check verifies the drill hole database against laboratory sourced analytical certificates and validates the
data through several standard and specific tests, including review of QA/QC results.

 The
mineral resource estimate is prepared by a third party whose standard workflow includes rigorous internal peer and senior review processes
that consider the suitability of technical and economic inputs and assumptions, the geological framework, mineralizing system, and interpolation
and classification approaches and execution. Results are reviewed internally by Company management.

 Item
3. LEGAL PROCEEDINGS.

 We
have no knowledge of any material, active, pending or threatened legal, administrative or judicial proceeding against us or our subsidiaries,
nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

 Item
4. MINE SAFETY DISCLOSURES.

 Not
applicable.

 - 21 -

 Part
II

 Item
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market
Information

 The
Common Shares are listed and posted for trading on the TSXV under the symbol "PREM". In addition, the Common Shares are currently
quoted on the OTC Pink Open Market under the symbol "PRMLF".

 Holders

 As of March
18, 2025, there were 529 holders of record of Common Shares, based on information provided by the Company's transfer agent
and the recently announced financing transaction (see " Liquidity & Capital Resources – Financings "). This figure
does not reflect the beneficial ownership of shares held in nominee name. The holders of Common Shares are entitled to one vote for each
share held of record on all matters submitted to a vote of shareholders. Holders of Common Shares have no pre-emptive rights and no right
to convert their Common Shares into any other securities. There are no redemption or sinking fund provisions applicable to the Common
Shares.

 Dividends

 We
have not paid, and do not in the foreseeable future intend to pay, any dividends on the Common Shares. The declaration and payment of
future dividends to holders of our Common Shares will be at the discretion of the Board of Directors and will depend upon many factors,
including our financial condition, earnings, legal requirements, restrictions in our debt agreements and other factors deemed relevant
by the Board of Directors.

 Recent
Sales of Unregistered Securities

 The
following table outlines the number of Common Shares and securities that are convertible into Common Shares issued by the Company during
the three months ended December 31, 2024.

 Convertible
Securities

 Date of Issuance

 Exercise Price per
 Security ($)

 Number of Securities

 December 4, 2024

 0.49

 300,000

 December 30, 2024

 DSUs

 N/A

 317,500

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 There
was no repurchase activity by the Company in respect of Common Shares during the year ended December 31, 2024.

 Certain
Canadian Federal Income Tax Considerations for U.S. Residents

 The
following general summary describes the principal Canadian federal income tax considerations under the Income Tax Act (Canada)
(the " Tax Act ") generally applicable to a holder who is a beneficial owner of our Common Shares and who, at all relevant
times, (i) is not, and is not deemed to be, resident in Canada for purposes of the Tax Act and any applicable income tax treaty or convention,
(ii) is resident in the United States for purposes of the Treaty (as defined below) and is fully entitled to all benefits of the Treaty,
(iii) deals at arm's length with us, and is not affiliated with us, for purposes of the Tax Act, (iv) holds our Common Shares as
capital property for purposes of the Tax Act, and (v) does not use or hold, and is not deemed to use or hold, our Common Shares in the
course of carrying on, or otherwise in connection with, a business in Canada for purposes of the Tax Act (a " U.S. Resident Holder ").
Special rules, which are not discussed in this summary, may apply to a U.S. Resident Holder that is an insurer carrying on an insurance
business in Canada and elsewhere or an "authorized foreign bank" (as defined in the Tax Act). Generally, our Common Shares
will be considered to be capital property to a holder provided that the holder does not use or hold such shares in the course of carrying
on a business of trading or dealing in securities and such holder has not acquired them or been deemed to have acquired them in one or
more transactions considered to be an adventure or concern in the nature of trade.

 This
summary is based upon the current provisions of the Tax Act and the regulations thereunder (the " Regulations ") in
force as of the date hereof, our understanding of the administrative policies and assessing practices of the Canada Revenue Agency (the
" CRA ") published in writing by the CRA prior to the date hereof, and the Canada-United States Tax Convention (1980) as amended by the Protocols thereto prior to the date hereof (the " Treaty "). This summary also takes
into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance
(Canada) prior to the date hereof (the " Tax Proposals ") and assumes that all such Tax Proposals will be enacted in
their present form. However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all. This
summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our Common Shares and, except
for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or
judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations,
which may differ from the Canadian federal income tax consequences described herein.

 - 22 -

 This
summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any
particular holder or prospective holder of our Common Shares, and no opinion or representation with respect to the tax consequences to
any holder or prospective holder of our Common Shares is made. Accordingly, holders and prospective holders of our Common Shares should
consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our Common Shares in
their particular circumstances.

 Currency

 For
the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of our Common Shares (including dividends,
adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars based on the rate quoted by the Bank of Canada
for the applicable day or such other rate of exchange that is acceptable to the CRA.

 Dividends

 Dividends
paid or credited, or deemed to be paid or credited, on our Common Shares to a U.S. Resident Holder will be subject to Canadian withholding
tax. Under the Tax Act, the rate of Canadian withholding tax is 25% of the gross amount of such dividends, which rate is subject to reduction
under the Treaty. Under the Treaty, the rate of Canadian withholding tax on dividends paid or credited, or deemed to be paid or credited,
on our Common Shares to a U.S. Resident Holder who is the beneficial owner of the dividends is reduced to 15% or, in the case of a U.S.
Resident Holder that is the beneficial owner of the dividends and is a corporation that beneficially owns at least 10% of our voting
shares, the rate is reduced to 5%. U.S. Resident Holders who may be eligible for a reduced rate of withholding tax on dividends pursuant
to the Treaty should consult with their own tax advisors with respect to taking all appropriate steps in this regard.

 Disposition
of Common Shares

 A
U.S. Resident Holder generally will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition
or deemed disposition of a Common Share unless the Common Share constitutes (or is deemed to constitute) "taxable Canadian property"
(as defined in the Tax Act) of the U.S. Resident Holder at the time of disposition and the U.S. Resident Holder is not entitled to relief
under the Treaty.

 Generally,
a Common Share will not constitute "taxable Canadian property" of a U.S. Resident Holder at a particular time provided that
the Common Share is listed on a "designated stock exchange" (as defined in the Tax Act, which currently includes Tiers 1
and 2 of the TSXV) at that time, unless, at any time during the 60-month period that ends at that time, both: (i) one or any combination
of (a) the U.S. Resident Holder, (b) persons with whom the U.S. Resident Holder did not deal at arm's length for purposes of the
Tax Act and (c) partnerships in which the U.S. Resident Holder or a person described in (b) holds a membership interest (directly or
indirectly through one or more partnerships), own 25% or more of the issued shares of any class or series of our Company, and (ii) more
than 50% of the fair market value of the Common Share was derived directly or indirectly from one or any combination of: (a) real or
immovable property situated in Canada, (b) "timber resource properties" (as defined in the Tax Act), (c) "Canadian
resource properties" (as defined in the Tax Act) or (d) options in respect of, or interests in, or for civil law rights in, any
of the foregoing, whether or not the property exists. If the Common Shares are not listed on any designated stock exchange, the Common
Shares would generally be "taxable Canadian property" of a U.S. Resident Holder at any time if, at any particular time during
the 60-month period that ends at that time, the condition described in (ii) above is met. Notwithstanding the foregoing, in certain circumstances
set out in the Tax Act, a Common Share may be deemed to be "taxable Canadian property".

 In
the case of a U.S. Resident Holder for whom our Common Shares constitute "taxable Canadian property", no Canadian taxes will
generally be payable on a capital gain realized on the disposition or deemed disposition of such shares by reason of the Treaty, unless
the value of such shares is derived principally from "real property situated in Canada" for purposes of the Treaty at the
time of the disposition. U.S. Resident Holders for whom Common Shares may constitute "taxable Canadian property" should consult
their own tax advisor as to the Canadian federal income tax consequences of the disposition, including potential compliance requirements
and withholding under Section 116 of the Tax Act.

 Item
6. [RESERVED].

 Item
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

 The
following management's discussion and analysis (this " MD&A ") of our financial condition and results of operations
should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto for the fiscal years
ended December 31, 2024 and 2023 (the " Annual Financial Statements ") appearing elsewhere in this Report. This discussion
and analysis below includes forward-looking statements that are subject to risks, uncertainties and other factors described in the " Risk
Factors " section that could cause actual results to differ materially from those anticipated in these forward-looking statements
as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected
for any period in the future. We caution you to read the " Cautionary Note Regarding Forward-Looking Statements " section
of this Report.

 This
MD&A is intended to assist the reader to assess material changes in the financial condition of the Company during the year ended
December 31, 2024, and the results of operations of the Company for the twelve-month periods ended December 31, 2024 and December 31,
2023. The Annual Financial Statements and the financial information contained in this MD&A were prepared in accordance with US GAAP
and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission.

 - 23 -

 In
this MD&A, unless the context otherwise requires, references to the Company or PREM refer to Premium Resources Ltd. and its consolidated
subsidiaries. All monetary amounts in the discussion are expressed in Canadian dollars unless otherwise indicated.

 This
MD&A contains forward-looking information within the meaning of applicable securities laws. All forward-looking information, including
information not specifically identified herein, is made subject to cautionary language in this MD&A. Readers are cautioned to refer
to the disclosure in this Report under the heading " Cautionary Note Regarding Forward-Looking Statements " when reading
any forward-looking information.

 Selected
Financial Information and Financial Position

 The
following amounts are derived from the Company's consolidated financial statements prepared under US GAAP.

 In Canadian dollars, except number of shares outstanding

 Three months ended December 31,

 Year ended
 December 31,

 Income Statement

 2024

 2023

 2024

 2023

 2022

 Net loss

 11,274,951

 10,176,556

 42,420,283

 32,376,069

 27,306,350

 Weighted average number of Common Shares outstanding – basic and diluted

 185,708,588

 138,475,825

 168,932,859

 128,509,525

 109,661,379

 Basic and diluted loss per share

 0.06

 0.07

 0.25

 0.25

 0.25

 Balance Sheet

 December 31, 2022

 Additional paid-in capital

 145,025,333

 77,302,736

 Common Shares outstanding

 185,708,588

 149,300,920

 116,521,343

 Total assets

 24,953,469

 37,974,205

 18,411,643

 Current liabilities

 4,655,182

 5,891,289

 12,462,372

 Net
Loss

 The net loss of $42,420,283 for the year ended December
31, 2024, was higher by $10,044,214 compared to the prior year net loss of $32,376,069, largely due to increased exploration activities
of $6,787,620 relating to the Botswana assets, an increase of $2,333,076 in general and administrative expenses related to share-based
compensation and the retirement of the Company's former Chief Executive Officer, and the higher interest expense and accretion on
the Term Loan of $1,434,306.

 Total
Assets

 Total
assets as at December 31, 2024, decreased by $13,020,736 from the December 31, 2023, balance as a result of lower cash balances in the
current period.

 Current
Liabilities

 Current
liabilities as at December 31, 2024, decreased by $1,236,107 from December 31, 2023, due to a decrease in lease liabilities resulting from
the repayment of principal and interest on the Syringa Lodge and drilling equipment leases.

 Overall
Performance and Results of Operations

 As
at the date of this Report, the Company has not earned revenue nor proved the economic viability of its projects. The Company's
expenses are not subject to seasonal fluctuations or general trends other than factors affecting costs such as inflation and input prices.
The Company's expenses and cash requirements will fluctuate from period to period depending on the level of activity at the projects,
which may be influenced by the Company's ability to raise capital to fund these activities. Comparisons of activity made between
periods should be viewed with this in mind. The Company's quarterly results may be affected by many factors such as timing of exploration
activity, share-based compensation costs, capital raised, marketing activities and other factors that affect the Company's exploration
and evaluation activities.

 - 24 -

 The
following table summarizes the Company's Operations for the three-month and twelve-month periods ended December 31, 2024, and December
31, 2023:

 Three months ended December 31,

 2024
 $

 2023

$

 2024
$

 2023

$

 EXPENSES

 General exploration expenses

 7,714,199

 6,903,046

 29,651,360

 22,863,740

 Depreciation and amortization

 492,787

 503,523

 1,581,270

 744,783

 General and administrative expenses

 2,949,052

 2,104,114

 7,980,178

 5,647,102

 DSUs granted

 138,113

 234,122

 1,020,523

 798,122

 Fair value movement of DSUs

 (489,520
)

 (122,638
)

 (963,340
)

 (128,114
)

 Net foreign exchange loss

 47,725

 138,103

 408,086

 395,020

 LOSS FOR THE YEAR BEFORE OTHER ITEMS

 10,852,356

 9,760,270

 39,678,077

 30,320,653

 Interest (income) expense, net

 (116,547
)

 (5,919
)

 (114,114
)

 222,387

 Interest expense and accretion on Term Loan and A&R Promissory Notes

 792,141

 946,736

 3,109,319

 2,357,560

 Other income

 (252,999
)

 -

 (252,999
)

 -

 Deferred tax recovery

 -

 (524,531
)

 -

 (524,531
)

 NET LOSS FOR THE PERIOD

 11,274,951

 10,176,556

 42,420,283

 32,376,069

 General
 exploration expenses increased by $811,153 and $6,787,620 for the three and twelve months
 ended December 31, 2024, respectively, as the Company ramped-up drilling, geology, geophysics,
 mine development, and other activities at the Mines over the year.

 Depreciation
 for the three months ended December 31, 2024, was consistent
 with the prior year comparable period. Depreciation was higher for the year ended December
 31, 2024, when compared to the previous year due to significant property, plant and equipment
 acquisitions in late 2023.

 General
 and administrative expenses increased by $844,938 and
 $2,333,076 for the three and twelve months ended December 31, 2024, respectively, mainly
 due to costs of $1,168,729 associated with the retirement of the Company's Chief Executive
 Officer in December 2024, higher share-based compensation related to the Company's
 new restricted share unit (" RSU ") Plan
 and a change in the vesting pattern of the Company's 2024 Stock Option grants, as well
 as higher filing and professional fees relating to additional regulatory reporting requirements
 in 2024.

 DSUs
 granted, net of fair value movements, or deferred share units, represents the Company's long-term incentive program
 compensation granted to directors of the Company, net of period-end mark to market adjustments. The decrease of $462,891 and
 $612,825 for the three and twelve months ended December 31, 2024, respectively, is due to downward mark to market adjustments on
 outstanding units resulting from a decrease in the Company's share price. In addition, there was a voluntary reduction in
 directors' compensation for the three months ended December 31, 2024.

 Interest
 income and expense represents interest income earned on cash and cash equivalent deposits
 and interest expense on the Company's lease liabilities and vehicle financing. Net
 interest income increased by $110,628 and $336,501 for the three and twelve months ended
 December 31, 2024, respectively, as the Company held higher cash balances arising from the
 June 2024 Financing in guaranteed investment certificates. Further, the final instalments
 on the drilling equipment and Syringa Lodge leases were paid in 2024, resulting in lower
 interest expense for the current year periods.

 - 25 -

 Interest
 expense and accretion on Term Loan and A&R Promissory Notes comprises the accrued
 interest on the Company's Term Loan and A&R Promissory Notes, as well as the accretion
 of related transaction costs and fees. The decrease of $154,595 for the three months ended
 December 31, 2024, relates to a higher undiscounted balance on the Term Loan in the current
 year period. The increase of $751,759 for the year ended December 31, 2024, when compared
 to the previous year, reflects the cost of the Term Loan being outstanding for a full 12
 months in 2024, compared to six months in 2023.

 Deferred
 tax recovery of $524,531 related to the warrants issued with the Term Loan was recognized
 in the prior year period.

 Cash
Flows

 The
following table summarizes the Company's cash flows:

 2024
 $

 2023
 $

 Cash flows

 Operating activities

 (37,599,434
)

 (29,462,860
)

 Investing activities

 (1,022,231
)

 (5,254,964
)

 Financing activities

 25,346,644

 50,138,346

 Increase (decrease) in cash and cash equivalents before effects of exchange rate changes

 (13,275,021
)

 15,420,522

 Effect of exchange rate changes on cash and cash equivalents

 135,326

 (1,337,885
)

 Change in cash and cash equivalents for the period

 (13,139,695
)

 14,082,637

 Cash and cash equivalents at the beginning of the period

 5,162,991

 Cash and cash equivalents at the end of the period

 6,105,933

 Operating
Activities

 Net
cash used in operating activities for 2024 increased by $8,136,574 compared to 2023 resulting from the ramp-up of drilling, geology,
geophysics, mine development, and other activities at the Mines over the year.

 Investing
Activities

 Key
investing activities relate to the acquisition of property, plant and equipment. Net cash used in investing activities for 2024 decreased
by $4,232,733 compared to 2023. The higher spending in 2023 was related to the acquisition of mobile equipment and the upfront purchase
of tools and parts for the three drills which were leased in 2023.

 Financing
Activities

 Net
cash provided by financing activities for 2024 decreased by $24,791,702 compared to 2023. During 2023, the Company obtained a Term Loan
for gross proceeds of approximately $20.0 million and closed private placements for gross proceeds of approximately $39.8 million, using
a portion of those funds to repay a $7.0 million promissory note from Pinnacle Island LP. During 2024, the Company closed private placements
for gross proceeds of approximately $27.5 million.

 Liquidity
& Capital Resources

 The
Company, being in the exploration and evaluation stage, is subject to risks and challenges similar to companies in a comparable stage
of exploration and evaluation. These risks include the challenges of securing adequate capital for exploration and advancement of the
Company's material projects, operational risks inherent in the mining industry, and global economic and metal price volatility,
and there is no assurance management will be successful in its endeavors.

 - 26 -

 The
properties in which the Company currently has an interest are in the pre-revenue stage. Operating cash outflows are highly dependent
upon the exploration and evaluation programs taking place at that time. As such, the Company is dependent on external financing to fund
its activities and the advancement of its projects. In order to carry out the planned project advancement and cover administrative costs,
the Company will need to use its existing working capital and raise additional amounts as needed.

 As
at December 31, 2024, the Company had $6,105,933 in available cash (December 31, 2023 – $19,245,628), with no sources of operating
cash flows, and no significant credit lines in place. As at December 31, 2024, the Company had working capital (calculated as total current
assets less total current liabilities) of $2,963,061 (December 31, 2023 – $14,787,484). The decrease in working capital is mainly
due to lower cash balances in support of exploration and evaluation activities.

 Financings

 On March 18,
2025, the Company closed a significant refinancing and the deleveraging of its balance sheet with the conversion
of the Term Loan into equity (the " Debt Conversion ").

 The
Company completed a private placement financing issuing 153,333,334 units of the Company at a price of $0.30 per unit for aggregate gross
proceeds of approximately $46 million (the " March 2025 Private Placement "). Each unit
consists of one Common Share and one-half of one warrant. Each warrant entitles the holder to acquire one additional Common Share at
a price of $0.55 per share until March 18, 2028. In addition, the Company issued 4,000,000 Common Shares at an issue price of $0.30 per share
to TriView Capital Ltd. for its services as finder.

 In
accordance with the previously announced debt settlement agreement, the
Company has issued to Cymbria an aggregate of 69,607,843 units (" Settlement Units ") at a deemed issue price of
$0.30 per unit in full satisfaction of the $20,882,353 principal amount outstanding under the Term Loan, and the
settlement of the $268,896 accrued interest in cash. Each Settlement Unit consists of one Common Share and one Common Share
purchase warrant (each, a " Settlement Warrant "). Each Settlement Warrant entitles the holder to acquire one
additional Common Share at a price of $0.40 per Common Share until March 18, 2028.

 The Company
also entered into advisory services agreements which include assistance with the identification of a new CEO, the Debt Conversion,
and Company strategy. The advisors will continue to provide such services on an ongoing basis until June 30, 2025. The Company issued
12,750,000 Common Shares to the advisors at a deemed price per share of $0.30 as consideration for their services. The shares remain subject
to contractual resale restrictions for a 12-month period. The Company also paid its financial advisor a fee of US$1,500,000, consisting of US$500,000 in cash and US$1,000,000
in 3,586,709 Common Shares issued at a price of US$0.28 per share.

 The Company also
granted: (i) 5,750,000 stock options with each option having an exercise price of $0.50, a term of five years, and vesting as to one-half
on the date of grant and the balance on the first anniversary of the date of grant; and (ii) 3,175,000 RSUs, each RSU vesting in full
on the first anniversary of the date of grant.

 Subject
to any changes in the Company's operational plan, this transaction will provide the Company with the funds required to advance
its planned activities and cover administrative costs through to the end of 2025.

 On
June 14, 2024, the Company closed the first tranche of the June 2024 Financing, pursuant to which the Company issued an aggregate 19,234,614
Units at a price of $0.78 per Unit (the " Issue Price ") for aggregate gross proceeds of $15,002,999. Each Unit is comprised
of one Common Share and one common share purchase warrant of the Company (each, a " Warrant "). Each Warrant
entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance (the " Expiry
Date ") at a price of $1.10 per Common Share. If, at any time prior to the Expiry Date, the volume-weighted average trading
price of the Common Shares is at least $2.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate
the Expiry Date within 30 days' notice to the Warrant holders.

 - 27 -

 On
June 21, 2024, the Company closed the second tranche of the June 2024 Financing and issued an additional 16,021,795 Units at the Issue
Price for gross proceeds of $12,497,000. Together with proceeds from the first tranche, the total size of the June 2024 Financing was
approximately $27.5 million. As at December 31, 2024, the Company has expended $21,178,020 of the June 2024 Financing.

 On
December 14, 2023, the Company closed a financing (the " December 2023 Financing ") comprised of a brokered private
placement of units (the " December 2023 Private Placement ") and an amended Term Loan. Under the December 2023 Private
Placement, the Company issued an aggregate of 13,133,367 Common Shares at a price of $1.20 per Common Share for aggregate gross proceeds
of $15,760,040. The principal amount of the Term Loan was increased by $5,882,353 (the " Additional Principal Amount ")
from $15,000,000 to $20,882,353. The Additional Principal Amount was subject to an original issue discount of approximately 15% and was
advanced by Cymbria to the Company as a single advance of $5,000,000. The net proceeds from the December 2023 Financing were $19,743,845
after fees and expenses, which have been used to advance the exploration and evaluation of the Mines and for general corporate and working
capital purposes. As at December 31, 2024, all of the net proceeds of the December 2023 Financing had been expended as planned.

 Although
the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts
or as to the sufficiency of funds raised in the future. Factors that could affect the availability of financing include the progress
and results of ongoing exploration and evaluation activities at the Mines, the state of international debt and equity markets, as may
be impacted by inflation and investor perceptions and expectations with respect to global commodity markets. If necessary, depending
on the amount of funding raised, the Company may explore opportunities to defer the timing of certain discretionary expenditures and
the Company's planned initiatives and other work programs may be postponed, or otherwise revised.

 Use
of Proceeds

 The
following table provides a summary of the principal use of proceeds of the June 2024 Financing and the December 2023 Financing.

 Principal Purpose

 Estimated Amount as at December 31, 2024 (1)
 $000's

 Amounts Expended as at December 31, 2024
 $000's

 June 2024 Financing

 Activities relating to the Selebi Mines

 22,500
 (2)

 18,541

 Activities relating to the Selkirk Mine

 1,000
 (3)

 General corporate and working capital

 3,800
 (4)

 1,701

 27,300

 21,178

 Principal Purpose

 Estimated Amount
 $000's

 Amounts Expended as at December 31, 2024
 $000's

 December 2023 Financing

 Activities relating to the Selebi Mines

 11,520
 (5)

 11,520

 Activities relating to the Selkirk Mine

 (6)

 General corporate and working capital

 7,839
 (7)

 7,839

 19,759

 19,759

 (1)
 The
 use of the June 2024 Financing proceeds has been updated as of December 31, 2024, to reflect any
 changes in planned activities, as outlined below.

 (2)
 approximately: (i) $21,200,000 for the advancement of the Selebi Mines towards an economic
 study; and (ii) $1,309,125 for the last instalment of the purchase price of the Syringa
 Lodge.

 (3)
 the cost to advance the Selkirk Mine to a mineral resource estimate and exploration activities
 on the prospecting licences.

 (4)
 approximately: (i) $1,313,014 allocated to the payment of interest on the Term Loan; and
 (ii) approximately $2,500,000 allocated to general corporate expenses and working capital.

 (5)
 approximately: (i) $10,120,000 for the advancement of the Selebi Mines towards a NI 43-101
 compliant mineral resource estimate; and (ii) $1,400,000 for mining licence extension payment.

 (6)
 certain geophysics and geology costs, care and maintenance and prospecting licences.

 (7)
 approximately (i) $2,080,000 allocated to the payment of interest on the Term Loan; and (ii)
 $5,759,000 allocated to general corporate expenses.

 - 28 -

 Going
Concern

 The
ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and
its ability to obtain adequate financing. The Company incurred a net loss of $42,420,283 for the year ended December 31, 2024
(December 31, 2023 - $32,376,069). To date, the Company has not generated profitable operations from its resource activities. It is
not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of
operations. These material uncertainties cast substantial doubt about the Company's ability to continue as a going concern.
The accompanying Annual Financial Statements do not include any adjustments relating to the recoverability and classification of
recorded asset amounts and classification of liabilities, and the reported expenses and comprehensive loss that might be necessary
should the Company be unable to continue as a going concern. These adjustments could be material. In assessing whether a going
concern assumption is appropriate, management considers all available information about the future, which is at least, but not
limited to, twelve months from the date of this Report.

 Contractual
Obligations and Contingencies

 As
of December 31, 2024, the Company had no material commitments for capital expenditures over the next 12 months, however the Company had
the following contractual obligations and commitments:

Mines

 As
per the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines is the sum of US$56,750,000 which amount
shall be paid in three instalments:

 US$1,750,000 payable on the closing date, and payment of care and maintenance funding contributions
 in respect of the Selebi Mines from March 22, 2021, to the closing date of US$5,178,747.
 These payments have been made.

 US$25,000,000 upon the earlier of: (a) approval by the Botswana Ministry of Mineral Resources,
 Green Technology and Energy Security (" MMRGTES ") of the Company's
 Section 42 and Section 43 applications (for the further extension of the mining licence and
 conversion of the mining licence into an operating licence, respectively); and (b) on the
 expiry date of the study phase, January 31, 2026. Pursuant to the Selebi APA, the study phase
 has been extended for one year from the original expiry date of January 31, 2025. This extension
 follows successful completion by the Company of the work and investment milestones required
 by the Selebi APA.

 The
 third instalment of US$30,000,000 is payable on the completion of mine construction and
 production start-up by the Company on or before January 31, 2030, but not later than four
 years after the approval by the Minister of MMRGTES of the Company's Section 42 and
 Section 43 applications.

 As
per the terms and conditions of the Selebi APA, the Company has the option to cancel the second and third payments and return the
Selebi Mines to the BCL Liquidator if the Company determines that the Selebi Mines are not economical. The Company also has an
option to pay in advance the second and third payments if the Company determines that the Selebi Mines are economical. The
Company's accounting policy is to measure and record contingent consideration when the conditions associated with the
contingency are met. As of December 31, 2024, none of the conditions of the second and third instalments have been met, hence these
amounts are not accrued in the Financial Statements.

 In
addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a royalty agreement as well as a contingent
consideration agreement with the BCL Liquidator. The royalty agreement consists of a net smelter royalty (" NSR ")
of 2% on the net value of sales of concentrate or other materials with respect to production from the Selebi mining licence, of
which the Company has the right to buy-back 50%. The contingent consideration agreement consists of two components: (i) a sliding
scale payment of US$0.50/tonne of ore up to US$1.40/tonne of ore with respect to the discovery of new mineable deposits greater
than 25 million tonnes of ore and; (ii) price participation of 15% on post-tax net earnings directly attributable to an increase of
25% or more in commodity prices, on a quarterly basis, for a period of seven years from the date of first shipment of concentrate or
other materials.

 - 29 -

 Both
the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of 5% of all precious metals sales and
3% of all base metals sales.

 Phikwe
South and the Southeast Extension

 In August 2023, the Company
announced that it had entered into a binding commitment letter with the BCL Liquidator to acquire a 100% interest in two additional
deposits, Phikwe South and the Southeast Extension, located adjacent to and immediately north of the Selebi North historical workings.
The acquisition of the Phikwe South and the Southeast Extension deposits is subject to customary closing conditions and has not yet closed
as of March 19, 2025.

 The
upfront cost to the Company to acquire these additional mineral properties is US$1,000,000. In addition, the Company has agreed to
additional work commitments of US$5,000,000 in the aggregate over four years. As a result of the extension of the Selebi mining
licence, the remaining asset purchase obligations of the Company outlined in the Selebi APA will each increase by 10%, US$5,500,000
in total, while the trigger events remain unchanged. The existing 2% NSR and contingent consideration agreement held by the BCL
Liquidator with respect to production from the Selebi mining licence will also apply to production from these additional deposits,
subject to the Company's existing buy-back right for 50% of the NSR.

Mine

 In
regard to the Selkirk Mine, the purchase agreement does not provide for a purchase price or initial payment for the purchase of the assets.
The Selkirk purchase agreement provides that if the Company elects to develop Selkirk first, the payment of the second Selebi instalment
of US$25 million would be due upon the approval by the Minister of MMRGTES of the Company's Section 42 and Section 43 applications
(for the further extension of the Selkirk mining licence and conversion of the Selkirk mining licence into an operating licence, respectively).
For the third Selebi instalment of US$30 million, if Selkirk were commissioned earlier than Selebi, the payment would trigger on Selkirk's
commission date.

 In
addition to the Selkirk APA, the purchase of the Selkirk Mine is also subject to a royalty agreement as well as a contingent consideration
agreement with the liquidator. The royalty agreement consists of an NSR of 1% on the net value of sales of concentrate or other materials
with respect to production from the Selkirk mining licence, of which the Company has the right to buy-back in full. The contingent consideration
agreement is on similar terms as the Selebi Mines contingent consideration.

 NSR
Option

 The
Company received $2,750,000 (the " Option Payment ") from Cymbria for their right to participate in the Company's
right to repurchase one-half of the Selebi NSR and the entirety of the Selkirk NSR. Cymbria has the right to put its options back to
the Company in certain circumstances in return for the reimbursement of the applicable portion of the Option Payment. Cymbria also has
the right to compel the Company to repurchase the applicable portion of its NSR from the relevant liquidator.

 - 30 -

 Term
Loan

 The
Company had an outstanding Term Loan at December 31, 2024, in the amount of $20,882,353 that bore interest at a rate of 10% per
annum payable quarterly in arrears, with the principal maturing on June 28, 2026. The Term Loan was subject to certain covenants and
provisions on events of default, repayments and mandatory prepayments, including: (i) increase in the interest rate payable on the
Term Loan to 15% per annum upon the occurrence of an event of default; (ii) the Company could prepay all or any portion of the
principal amount outstanding with a minimum repayment amount of $500,000 and in an integral multiple of $100,000, together with all
accrued and unpaid interest on the principal amount being repaid; and (iii) mandatory prepayment was to be made when the Company had
non-ordinary course asset sales or other dispositions of property or the Company received cash from the issuance of indebtedness for
borrowed money. As at December 31, 2024, the Company was in compliance with the Term Loan covenants.

 In
March 2025, the Company closed a significant refinancing and the deleveraging of its balance sheet with the conversion of the Term
Loan into equity.

 While
the Company has arranged this additional financing, the proceeds are intended for the advancement of exploration and evaluation activities
at the Mines. Therefore, the Company will need to arrange additional financing to meet its commitments under the asset purchase agreements.

 Contingencies

 There
are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred prior to the acquisitions
are the responsibility of the sellers, BCL and TNMC. The Company has an obligation for the rehabilitation costs arising subsequent to
the acquisitions. As of December 31, 2024, there were no material rehabilitation costs for which the Company expects to incur, and management
is not aware of or anticipating any contingent liabilities that could impact the financial position or performance of the Company related
to its exploration and evaluation assets.

 The
Company's exploration and evaluation assets are affected by the laws and environmental regulations that exist in the various jurisdictions
in which the Company operates. It is not possible to estimate any future contingent liabilities and the impact on the Company's
operating results due to future changes in the Company's re-development of its projects or future changes in such laws and environmental
regulations.

 Related
Party Transactions

 Related
party transactions are summarized below and include transactions with the following individuals or entities:

 Key
management (defined as members of the Board of Directors and certain senior officers) compensation was related to the following:

 2024
 $

 2023
 $

 Salaries and management fees

 1,373,388

 1,195,550

 One-time retirement benefit

 1,168,729

 -

 Site operations and administration

 2,088,356

 2,394,776

 DSUs granted, net of fair value movements

 57,183

 670,008

 1,252,483

 5,940,139

 4,917,472

 As
a result of the 2023 financing transactions on June 28, 2023, and December 14, 2023, Cymbria and certain other funds managed by EdgePoint
(the " Financing Parties ") acquired a total of 16,037,800 Common Shares. The Financing Parties also acquired on closing
of the 2023 financing transactions an aggregate of 6,024,000 warrants with an expiration date of June 28, 2026, and an exercise price
of $1.4375. Further, in connection with the June 2024 Financing, EdgePoint subscribed for 7,692,307 Units at $0.78 per Unit for gross
proceeds of approximately $6.0 million.

 - 31 -

 As
of December 31, 2024, EdgePoint beneficially owns 23,833,224 Common Shares and 13,716,307 Warrants, representing approximately 12.8%
of the issued and outstanding Common Shares (approximately 18.8% on a partially-diluted basis assuming the exercise of all warrants held
by EdgePoint). All warrants issued to EdgePoint as part of the June 2024 Financing include customary restrictions providing that EdgePoint
will not exercise such number of warrants so as to bring its undiluted share ownership percentage above 20.0% of the Company's
issued and outstanding Common Shares without obtaining the requisite shareholder and Exchange approval.

 In
connection with the June 2024 Financing, certain insiders of the Company subscribed for an aggregate of 1,389,140 Units for gross proceeds
of $1,083,529.

 For
the year ended December 31, 2024, the Company paid interest of $2,082,830 (2023 - $793,392) to the Financing Parties.

 Segmented
Disclosure

 The
Company operates in one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties
in three geographic segments being Canada, Barbados, and Botswana. The Company's geographic segments are as follows:

 $

 $

 Current assets

 4,066,121

 15,894,177

 89,446

 104,024

 3,462,676

 4,680,572

 Total

 7,618,243

 20,678,773

 -

 8,726

 8,691,908

 Total

 Exploration and evaluation assets

 The
Company's exploration and evaluation activities are assessed at the individual project level. The Selebi and Selkirk projects below
make up the Botswana geographic segment.

 Year ended December 31, 2024

 General Exploration Expenses

 $

 $

 Other
 $

 Total
 $

 Drilling

 6,703,402

 -

 -

 6,703,402

 Site operations, administration, and overhead

 4,298,941

 435,957

 156,457

 4,891,355

 Infrastructure and equipment maintenance

 3,872,782

 -

 -

 3,872,782

 Geology

 3,042,562

 505,783

 -

 3,548,345

 Mine development

 3,030,676

 -

 -

 3,030,676

 Electricity

 2,904,188

 27,377

 -

 2,931,565

 Engineering and technical studies

 1,066,361

 248,343

 -

 1,314,704

 Geophysics

 993,152

 107,942

 -

 1,101,094

 Freight, tools, supplies, and other consumables

 915,925

 10,417

 -

 926,342

 Health and safety

 319,146

 -

 319,190

 Environmental, social and governance

 302,737

 -

 -

 302,737

 567,335

 141,833

 -

 709,168

 Total

 28,017,207

 1,477,696

 156,457

 29,651,360

 - 32 -

 Off-Balance
Sheet Arrangements

 There
are no off-balance sheet arrangements as at December 31, 2024.

 Financial
Instruments

 ASC
820 - Fair Value Measurement establishes a three-tier fair value hierarchy. The fair value hierarchy's three tiers are based
on the extent to which inputs used in measuring fair value are observable in the market, and are as follows:

 Level 1:

 Quoted prices (unadjusted) in active markets for identical
assets or liabilities;

 Level 2:

 Inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly; and

 Level 3:

 One or more significant inputs used in a valuation technique
are unobservable in determining fair values of the asset or liability.

 Determination
of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset
or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

 The
carrying value of cash and cash equivalents, trade payables and accrued liabilities approximate their fair value due to their short-term
nature, and therefore have been excluded from the table below. A summary of the carrying value and fair value of other financial instruments
were as follows:

 Classification

 $

 $

 $

 $

 Lease liabilities

 -

 -

 DSU liability

 Level 1

 Vehicle financing

 Term Loan

 Level 3

 18,983,212

 20,862,478

 17,956,423

 20,839,975

 NSR option liability

 Lease
liabilities and vehicle financing - The fair values approximate carrying values as the interest rates are comparable to current market
rates.

 DSU
liability - the fair value of the DSUs is measured using the closing price of the Company's Common Shares at the end of each reporting
period.

 Term
Loan – the Term Loan is carried at amortized cost. The fair value measurement of the Term Loan was based on an income approach.

 NSR
option liability – The fair value of the NSR options is determined using a valuation model that incorporates such factors as discounted
cash flow projections, metal price volatility, and risk-free interest rate. As the NSR options are exercisable entirely at the discretion
of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the options as at December
31, 2024 and December 31, 2023 is nil.

 The
carrying value of cash and cash equivalents, trade payables and accrued liabilities approximate their fair value due to their short-term
nature.

 - 33 -

 Accounting
Developments

 For
a discussion of Recently Adopted and Recently Issued Accounting Pronouncements, refer to Note 2 of the Consolidated Financial Statements.

 Critical
Accounting Estimates

 The
preparation of the Consolidated Financial Statements in conformity with US GAAP requires management to make assumptions and estimates
that can affect reported amounts of assets, liabilities, revenue and expenses and the accompanying disclosures. Estimates are continuously
evaluated and are based on management's historical experience and on other assumptions believed to be reasonable under the circumstances.
However, different estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods.

 The
areas involving a higher degree of complexity or significant management judgement, or areas where estimates are significant to the consolidated
financial statements are:

 (a)
 Recoverability
 of exploration and evaluation assets

 The
ultimate recoverability of the exploration and evaluation assets is dependent upon the Company's ability to obtain the necessary
financing to complete the exploration and development and commence profitable production at its projects, or alternatively, upon the
Company's ability to dispose of its interests therein on an advantageous basis. A review of the indicators of potential impairment
is at minimum carried out at each reporting period.

 Management
undertakes a periodic review of these assets to determine whether any indication of impairment exists. Where an indicator of impairment
exists, a formal estimate of the recoverable amount of the assets is made. An impairment loss is recognized when the carrying value of
the assets is higher than the recoverable amount and when mineral licence tenements are relinquished or have lapsed. In undertaking this
review, management of the Company is required to make significant estimates of, among other things, discount rates, commodity prices,
foreign exchange rates, availability of financing, future operating and capital costs and all aspects of project advancement. These estimates
are subject to various risks and uncertainties, which may ultimately have an effect on the expected recoverability of the carrying values
of the assets.

 (b)
 Asset
 lives for depreciation and amortization

 Property,
plant and equipment comprise a large component of the Company's assets and as such, the depreciation of these assets have a significant
effect on the Company's financial statements. Management must make estimates of the useful lives, as well as residual values, of
each asset when calculating the depreciation of these assets. These useful life and residual value estimates are subject to various risks
and uncertainties, and an asset's useful life may ultimately be shorter or longer than Management's estimate, and residual
values may differ from what was originally estimated.

 (c)
 Going
 concern

 The
consolidated financial statements are prepared on a going concern basis unless management either intends to liquidate the Company or
has no realistic alternative but to do so. Assessment of the Company's ability to continue as a going concern requires the consideration
of all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period.
This information includes estimates of future cash flows and other factors, the outcome of which is uncertain. When management is aware,
in making its assessment, of material uncertainties related to events or conditions that may cast substantial doubt upon the Company's
ability to continue as a going concern, those uncertainties are disclosed.

 (d)
 Valuation
 of share-based compensation and warrants

 The
Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards issued under the Company's
stock option plan. This model is affected by the Company's stock price as well as assumptions regarding a number of subjective
variables. These subjective variables include, but are not limited to, the Company's expected stock price volatility over the estimated
term of the awards, and actual and projected stock option exercise behaviours. The value of the portion of the award that is ultimately
expected to vest is recognized as an expense in net loss over the requisite service period.

 As
part of the Company's financing transactions, units are issued containing Common Share purchase warrants. The fair value of these
Common Share purchase warrants are calculated using a Monte Carlo model, which models the probability of a number of different outcomes
not easily predicted.

 (e)
 Deferred
 tax

 The
Company uses the asset and liability method in accounting for deferred taxes. Under this method, deferred taxes are recognized for
future income tax. In preparing these estimates, management is required to interpret substantially enacted legislation as well as economic
and business conditions along with management's tax and corporate structure plans which may impact taxable income in future periods.

 (f)
 Asset
 retirement obligations

 Management's
best estimates regarding asset retirement obligations are based on the current economic environment. Changes in estimates of contamination,
restoration standards and restoration activities result in changes to provisions from period to period. Actual asset retirement obligations
will ultimately depend on future market prices for future restoration obligations.

 Item
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Quantitative
and qualitative disclosures about market risk have been omitted as permitted under rules applicable to smaller reporting companies.

 Item
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The
audited financial statements of Premium Resources Ltd. as of December 31, 2024 and 2023 are appended to this Report beginning on page
F-1.

 - 34 -

 (Formerly
Premium Nickel Resources Ltd.)

Financial Statements

 For

 In
accordance with generally accepted accounting principles in the United States and pursuant to the rules and regulations of the U.S. Securities
and Exchange Commission and stated in Canadian dollars, unless otherwise indicated

 Independent Auditor's Report (PCAOB ID 1930)

Financial Statements

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Shareholders' (Deficiency) Equity

 Consolidated Statements of Cash Flows

 Notes to the Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Shareholders
of Premium Resources Ltd.

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Premium Resources Ltd. (Formerly Premium Nickel Resources Ltd) (the "Company")
as at December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in shareholders'
equity (deficiency), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively
referred to as the "consolidated financial statements").

 In
our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the
Company as at December 31, 2024 and 2023, and the results of its consolidated operations and its consolidated cash flows for each of
the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States
of America.

 Material
Uncertainty Related to Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Company has incurred recurring net losses and has no source of operating cash
flows. Which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.

 Going
Concern

 Critical
Audit Matter Description

 As
described in Note 1, the Company, being in the exploration stage, is subject to risks and challenges similar to companies in a comparable
stage. These risks include the challenges of securing adequate capital for exploration and operational risks inherent in the mining industry,
and global economic and metal price volatility and there is no assurance management will be successful in its endeavors. The ability
of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and its ability
to obtain adequate financing. To date, the Company has not generated profitable operations from its resource activities and will need
to invest additional funds in carrying out its planned exploration and operational activities. Management has prepared future cash flow
forecasts, which involves judgement and estimation of key variables, such as planned financing and capital and operational expenditures.
Future economic conditions and effects of key events subsequent to the year end, such as debt and equity financing, also impacted management's
judgements and estimates. We identified the Company's ability to continue as a going concern as a critical audit matter because
auditing the Company's going concern assessment is complex and involves a high degree of auditor judgment to assess the reasonableness
of the cash flow forecasts, planned refinancing actions and other assumptions used in the Company's going concern analysis. The
Company's ability to execute the planned refinancing actions are especially judgmental given that the global financial markets
and economic conditions have been, volatile. This matter is also described in the "Material Uncertainty Related to Going Concern"
section of our report.

 Audit
Response

 We
responded to this matter by performing procedures over management's assessment of the Company's ability to continue as a
going concern. Our audit work in relation to this included, but was not restricted to, the following:

 We evaluated
 the cash flow forecasts prepared by management and evaluated the integrity and arithmetical accuracy of the model.

 We evaluated the key assumptions
 used in the model to estimate future cash flows for a reasonable period of time, not exceeding 12 months from the date of the consolidated
 statements of financial position, by comparing assumptions used by management against budgets, economic and industry indicators and
 publicly available information.

 We evaluated the key assumptions
 pertaining to estimated cash flows from operating activities and expected cash flows from financing activities, underlying agreements, private placement raises and subsequent events thereafter.

 We assessed the adequacy
 of the going concern disclosures included in Note 1 of the consolidated financial statements and consider these to appropriately
 reflect the assessments that management has performed.

 We
have served as the Company's auditor since 2022.

 MNP
 LLP

 Chartered
 Professional Accountants;

 Licensed
 Public Accountants

 Ottawa,

 March
 19, 2025

 PCAOB
 ID: 1930

 F- 3

Balance Sheets

 As at

 Notes

31, 2024
$

$

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 6,105,933

 Prepaid expenses

 540,288

 900,310

 Other receivables

 972,022

 532,835

 TOTAL CURRENT ASSETS

 7,618,243

 20,678,773

 NON-CURRENT ASSETS

 Exploration and evaluation assets

 TOTAL NON-CURRENT ASSETS

 17,335,226

 17,295,432

 TOTAL ASSETS

 24,953,469

 37,974,205

 LIABILITIES

 CURRENT LIABILITIES

 Trade payables and accrued liabilities

 4,477,580

 4,280,146

 Lease liabilities

 -

 Current portion of DSU liability

 12(e)

 177,602

 -

 TOTAL CURRENT LIABILITIES

 4,655,182

 5,891,289

 NON-CURRENT LIABILITIES

 Vehicle financing

 Provision for leave and severance

 1,001,936

 510,202

 Term Loan

 18,983,212

 17,956,423

 NSR option liability

 DSU liability

 12(e)

 764,062

 TOTAL NON-CURRENT LIABILITIES

 23,745,347

 22,337,230

 TOTAL LIABILITIES

 28,400,529

 28,228,519

 SHAREHOLDERS' (DEFICIENCY) EQUITY

 Common Shares ( no par value, unlimited Common Shares authorized; 185,708,588 issued
 and outstanding) (December 31, 2023 – 149,300,920)

 -

 -

 Preferred shares

 Additional paid-in capital

 145,025,333

 Deficit

 ( 146,987,099
)

 ( 104,566,816
)

 Accumulated other comprehensive loss

 ( 1,516,810
)

 ( 1,788,987
)

 TOTAL SHAREHOLDERS' (DEFICIENCY) EQUITY

 ( 3,447,060
)

 9,745,686

 TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) EQUITY

 24,953,469

 37,974,205

 Nature of Operations and Going Concern (Note 1)

 Subsequent Events (Note 19)

 The
accompanying notes are an integral part of these consolidated financial statements.

 Approved
by the Board of Directors on March 19, 2025.

 "signed"

 Paul
 Martin

 Director and Interim Chief Executive Officer

 "signed"

 Jason
 LeBlanc

 F- 4

Statements of Operations and Comprehensive Loss

 2024

 2023

 2024

 2023

 Notes

 $

 $

 EXPENSES

 General exploration expenses

 29,651,360

 22,863,740

 Depreciation and amortization

 1,581,270

 744,783

 General and administrative expenses

 7,980,178

 5,647,102

 DSUs granted

 12(e)

 1,020,523

 798,122

 Fair value movement of DSUs

 12(e)

 ( 963,340
)

 ( 128,114
)

 Net foreign exchange loss

 408,086

 395,020

 LOSS FOR THE YEAR BEFORE OTHER ITEMS

 39,678,077

 30,320,653

 OTHER ITEMS

 Interest (income) expense, net

 ( 114,114
)

 222,387

 Interest expense and accretion on Term Loan

 3,109,319

 1,675,013

 Interest expense and accretion on A&R Promissory Notes

 -

 682,547

 Other income

 ( 252,999
)

 -

 NET LOSS BEFORE TAX

 42,420,283

 32,900,600

 Deferred tax recovery

 -

)

 NET LOSS FOR THE YEAR

 42,420,283

 32,376,069

 OTHER COMPREHENSIVE (INCOME) LOSS

 Exchange differences on translation of foreign operations

 ( 272,177
)

 588,471

 TOTAL COMPREHENSIVE LOSS FOR THE YEAR

 42,148,106

 32,964,540

 Basic and diluted loss per share

 0.25

 0.25

 Weighted average number of Common Shares outstanding – basic and diluted

 168,932,859

 128,509,525

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

Statements of Changes in Shareholders' (Deficiency) Equity

 Notes

 Number of
shares

 Preferred shares
$

 Additional paid-in capital
$

 Deficit
$

 Accumulated other comprehensive (loss)
 income
$

 Total
shareholders'

 (deficiency) equity
$

 BALANCE, DECEMBER 31, 2023

 -

 149,300,920

 ( 104,566,816
)

 ( 1,788,987
)

 9,745,686

 Net loss for the year

 -

 -

 -

 -

 ( 42,420,283
)

 -

 ( 42,420,283
)

 Share capital issued through private placement

 12(a)

 36,281,409

 -

 28,239,254

 -

 -

 28,239,254

 Share issue costs

 12(a)

 -

 -

 ( 1,239,037
)

 -

 -

 ( 1,239,037
)

 Exercise of options, net

 12(a)(c)

 126,259

 -

 -

 -

 -

 -

 12(c)(d)

 -

 -

 1,955,143

 -

 -

 1,955,143

 Exchange differences on translation of foreign operations

 -

 -

 -

 -

 272,177

 272,177

 BALANCE, DECEMBER 31, 2024

 -

 185,708,588

 145,025,333

 ( 146,987,099
)

 ( 1,516,810
)

 ( 3,447,060
)

 BALANCE, DECEMBER 31, 2022

 -

 116,521,343

 77,302,736

 ( 72,190,747
)

 ( 1,200,516
)

 3,942,989

 Balance

 -

 116,521,343

 77,302,736

 ( 72,190,747
)

 ( 1,200,516
)

 3,942,989

 Net loss for the year

 -

 -

 -

 -

 ( 32,376,069
)

 -

 ( 32,376,069
)

 Share capital issued through private placement

 32,342,551

 -

 39,774,313

 -

 -

 39,774,313

 Share issue costs

 -

 -

 ( 3,058,875
)

 -

 -

 ( 3,058,875
)

 Fair value of lender warrants

 -

 -

 1,744,192

 -

 -

 1,744,192

 Deferred tax liability on lender warrants

)

 -

 -

)

 Exercise of options, net

 337,026

 -

 -

 -

 -

 -

 Exercise of warrants

 100,000

 -

 175,000

 -

 -

 175,000

 -

 -

 -

 -

 Exchange differences on translation of foreign operations

 -

 -

 -

 -

 ( 588,471
)

 ( 588,471
)

 BALANCE, DECEMBER 31, 2023

 -

 149,300,920

 ( 104,566,816
)

 ( 1,788,987
)

 9,745,686

 Balance

 -

 149,300,920

 ( 104,566,816
)

 ( 1,788,987
)

 9,745,686

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

Statements of Cash Flows

 Notes

 2024

 $

 2023

 $

 OPERATING ACTIVITIES

 Net loss for the year

 ( 42,420,283
)

 ( 32,376,069
)

 Interest received

 284,474

 110,886

 Interest payment on Term Loan

 ( 2,082,530
)

 ( 980,892
)

 Interest payment on A&R Promissory Note

 -

 ( 412,329
)

 Items not affecting cash:

 DSUs granted

 12(e)

 1,020,523

 798,122

 Fair value movement of DSUs

 12(e)

 ( 963,340
)

 ( 128,114
)

 12(c)(d)

 1,955,143

 Depreciation

 1,581,270

 744,783

 Provision for leave and severance

 470,858

 332,261

 Accrued interest and accretion on loans

 2,844,336

 2,001,674

 Deferred tax recovery

 -

)

 Accrued interest on lease liability

 114,335

 301,098

 Other income

 ( 252,999
)

 -

 Changes in non-cash working capital and non-current liability

 Prepaid expenses and other receivables

 ( 348,655
)

 ( 157,790
)

 Trade payables and accrued expenses

 197,434

 254,430

 Deferred share units redemption

 12(e)

 -

 ( 83,527
)

 Net cash used in operating activities

 ( 37,599,434
)

 ( 29,462,860
)

 INVESTING ACTIVITIES

 Acquisition of property, plant and equipment

 ( 1,022,231
)

 ( 4,771,081
)

 Expenditures on exploration and evaluation assets

 -

 ( 483,883
)

 Net cash used in investing activities

 ( 1,022,231
)

 ( 5,254,964
)

 FINANCING ACTIVITIES

 Proceeds from issuance of units

 27,499,999

 39,774,313

 Share issue costs

 ( 358,746
)

 ( 2,808,231
)

 Proceeds from exercise of options and warrants

 -

 175,000

 Term Loan proceeds, net of fees

 -

 19,605,000

 A&R Promissory Note repayment

 -

 ( 7,000,000
)

 Vehicle loan repayments, net of financing

 ( 6,155
)

 ( 115,830
)

 Lease payments

 ( 1,788,454
)

 ( 2,241,906
)

 NSR Option

 -

 Net cash provided by financing activities

 25,346,644

 50,138,346

 Effect of exchange rate changes on cash and cash equivalents

 135,326

 ( 1,337,885
)

 Change in cash and cash equivalents for the year

 ( 13,139,695
)

 14,082,637

 Cash and cash equivalents at the beginning of the year

 5,162,991

 Cash and cash equivalents at the end of the year

 6,105,933

 Supplemental cash flow information

 Income taxes paid

 -

 -

 Interest paid

 2,213,032

 1,633,888

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

 Notes

 For

 1. NATURE OF OPERATIONS AND GOING CONCERN

 Premium
Resources Ltd. and its wholly-owned subsidiaries' (collectively, the " Company " or
" PREM " and formerly Premium Nickel Resources Ltd.) principal business activity is the exploration and evaluation
of PREM's flagship asset, the Selebi nickel-copper-cobalt sulphide mine in Botswana and, separately, the Company's
Selkirk nickel-copper-cobalt-platinum group elements sulphide mine, also in Botswana. The common shares of PREM (" Common
Shares ") are listed and posted for trading on the TSX Venture Exchange (the " TSXV ") under the symbol
"PREM". Prior to November 20, 2024, the Company traded on the TSXV under its previous name and symbol, Premium Nickel
Resources Ltd. and PNRL, respectively. In addition, the Common Shares are currently quoted on the OTC Pink Open Market under the
symbol "PRMLF".

 The
following corporate structure chart sets out details of the direct and indirect ownership of the principal subsidiaries of the Company:

 (1)

 Premium Nickel Group Proprietary
 Limited owns the Selkirk Assets (as defined below).

 (2)

 Premium Nickel Resources
 Proprietary Limited owns the Selebi Assets (as defined below).

 The
Company's head and registered office is located at One First Canadian Place, 100 King Street West, Suite 3400, Toronto, Ontario,
Canada M5X 1A4.

 The
principal assets of the Company are the Selebi and Selebi North nickel-copper-cobalt (" Ni-Cu-Co ") mines in Botswana
and related infrastructure (together, the " Selebi Mines "), as well as the nickel, copper, cobalt, platinum-group elements
(" Ni-Cu-Co-PGE ") Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting
licences (collectively, the " Selkirk Mine " and together with the Selebi Mines, the " Mines ").

 Going
Concern

 The
Company, being in the exploration stage, is subject to risks and challenges similar to companies in a comparable stage of exploration
and development. These risks include the challenges of securing adequate capital for exploration and advancement of the Company's
material projects, operational risks inherent in the mining industry, and global economic and metal price volatility, and there is no
assurance management will be successful in its endeavors.

 F- 8

 Notes

 For

 These
consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it
will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary
course of operations. The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving
profitable operations and its ability to obtain adequate financing. The Company incurred a net loss of
$ 42,420,283 for the year
ended December 31, 2024 (December 31, 2023 - $ 32,376,069).
To date, the Company has not generated profitable operations from its resource activities and will need to invest additional funds
in carrying out its planned evaluation, development and operational activities.

 It
is not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of operations.
These material uncertainties cast substantial doubt about the Company's ability to continue as a going concern. These consolidated
financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification
of liabilities and the reported expenses and comprehensive loss that might be necessary should the Company be unable to continue as a
going concern. These adjustments could be material.

 The
properties in which the Company currently has an interest are in pre-revenue stage. As such, the Company is dependent on external financing
to fund its activities. In order to carry out the planned activities and cover administrative costs, the Company will use its existing
working capital and raise additional amounts as needed. Further, the second instalment under the Selebi APA (defined in Note 5) of $ 35,972,500
(US$ 25,000,000) is due January 31, 2026.

 On
March 18, 2025, the Company closed a significant refinancing which included the conversion of the Term Loan into equity (Note 19).
While this transaction will provide sufficient capital for the Company to fund operations in the near term, the Company will need
further funding to support advancement of the Selebi Mines and the Selkirk Mine toward the development stage.

 Although
the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts
or as to the sufficiency of funds raised in the future.

 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 (a) Statement of Compliance

 These
consolidated financial statements reflect the accounts of the Company and have been prepared in accordance with generally accepted accounting
principles in the United States (" US GAAP ") and pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission (" SEC ") for financial information.

 Historically,
the Company has prepared its financial statements under International Financial Reporting Standards, as issued by the International Accounting
Standards Board, for reporting as permitted by security regulators in Canada, as well as in the United States under the status of a foreign
private issuer and a non-accelerated filer as defined by the SEC. In Fiscal 2024, the Company determined that it no longer qualified
as a non-accelerated filer under the SEC rules, as the SEC rules apply to foreign private issuers. As a result, the Company elected to
report with the SEC on domestic forms and comply with domestic company rules, which permit the Company to continue to avail itself of
accommodations available to non-accelerated filers that file on domestic issuer forms. Consequently, the Company transitioned to preparing
its financial statements using US GAAP for its SEC filing requirements.

 (b) Basis of preparation

 These
consolidated financial statements have been prepared under the historical cost convention, modified by the revaluation of any financial
assets and financial liabilities where applicable. The preparation of these consolidated financial statements in accordance with U.S.
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ
materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial
information in context with the information reasonably available to the Company as of December 31, 2024, and through the date of this
report filing.

 F- 9

 Notes

 For

 Operating
segments are reported in a manner consistent with the internal reporting provided to executive management. The Company determined that
it has one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic
segments, which are Canada, Barbados and Botswana (Note 15).

 The
Company's presentation currency is Canadian dollars. Reference herein of $ or CAD is to Canadian dollars, US$ or USD is to United
States dollars, and BWP is to Botswana pula.

 (c) Reclassification

 Certain
comparative figures on the consolidated balance sheets, consolidated statements of operations and comprehensive loss, consolidated statements
of cash flows, and the notes to the consolidated financial statements have been reclassified to conform to the current year presentation.
These reclassifications have no effect on net loss or shareholders' equity as previously reported. An adjustment has been made to reduce share-based payments by $ 657,138
on the face of the consolidated statement of operations and comprehensive loss, and to increase general and administrative expenses and
general exploration expenses by $ 487,295 and $ 169,843, respectively, for the year ended December 31, 2023. In addition, general and administrative
expenses were reduced by $ 3,514,234 with a corresponding increase to general exploration expenses for the year ended December 31, 2023.

 (d) Basis of consolidation

 These
consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries as summarized in
the table below. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.

 SCHEDULE OF ITS WHOLLY-OWNED SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

 Name of Entity

 Place of Incorporation

 Percentage Ownership

 Functional Currency

 Premium Resources Ltd.

 Ontario, Canada

 CAD

 NAN Exploration Inc.

 Ontario, Canada

 CAD

 PNR Amalco Ltd.

 Ontario, Canada

 CAD

 Premium Resources International Ltd.

 USD

 Premium Resources Selkirk (Barbados) Limited

 USD

 Premium Resources Selebi (Barbados) Limited

 USD

 Premium Nickel Group Proprietary Limited

 BWP

 Premium Nickel Resources Proprietary Limited

 BWP

 (e) Foreign currency translation

 Foreign
currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction.
Foreign denominated monetary items are translated at the rates prevailing on the balance sheet date. Non-monetary items measured at historical
cost continue to be carried at the exchange rates prevailing at the date of the transaction. Non-monetary items measured at fair value
are reported at the exchange rate prevailing at the date when fair values were determined.

 Exchange
differences arising on the translation of monetary items or on settlement of monetary items are recognized in net loss in the year in
which they arise.

 F- 10

 Notes

 For

 Exchange
differences arising on the translation of non-monetary items are recognized in other comprehensive loss to the extent that gains and
losses arising on those non-monetary items are also recognized in other comprehensive loss. Where the non-monetary gain or loss is recognized
in net loss, the exchange component is also recognized in net loss.

 (f) Foreign operations

 In
the Company's consolidated financial statements, all assets, liabilities and transactions of the Company's entities with
a functional currency other than the Canadian dollar are translated into Canadian dollars upon consolidation. The functional currency
of the Company's subsidiaries in Barbados is the USD, and the BWP for the subsidiaries in Botswana. On consolidation, assets and
liabilities have been translated into Canadian dollars at the closing rate on the balance sheet date. Fair value adjustments arising
on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into Canadian
dollars at the closing rate on the balance sheet date. Income and expenses have been translated into Canadian dollars at the average
rate over the reporting period. Exchange differences are charged or credited to other comprehensive loss and recognised in the currency
translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity
are reclassified to profit or loss and are recognised as part of the gain or loss on disposal.

 (g) Cash and Cash Equivalents

 Cash
and cash equivalents include all highly-liquid investments with an original maturity of three months or less. The Company minimizes its
credit risk by investing its cash and cash equivalents with major Canadian and international banks and financial institutions with a
minimum long-term credit rating of A, as defined by Standard & Poor's. The Company's management believes that no concentration
of credit risk exists with respect to the investment of its cash and cash equivalents.

 (h) Exploration and evaluation assets

 Costs
of leasing, exploration, evaluation, carrying and retaining unproven mineral properties are expensed as incurred. If the Company identifies
proven and probable reserves in its investigation of a property and upon the establishment of commercial feasibility, the property would
enter the development stage and future costs would be capitalized until production is established. When a property reaches the production
stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the
commencement of production. Interest expense allocable to the cost of developing mining properties and to construct new facilities is
capitalized until assets are ready for their intended use.

 To
date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration and evaluation
costs are being expensed.

 ASC
930-805 - Extractive Activities-Mining: Business Combinations states that mineral rights consist of the legal right to explore, extract,
and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights which are considered tangible
assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date.
As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated
with acquiring patented and unpatented mining claims.

 F- 11

 Notes

 For

 (i) Impairment of long-lived assets

 Long-lived
assets, including exploration and evaluation assets and property, plant and equipment, are subject to impairment tests whenever events
or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances that could trigger a review include,
but are not limited to: significant decreases in the market price of the assets; significant adverse changes in the business climate
or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction
of the assets; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated
with the use of the assets; and current expectation that the assets will more likely than not be sold or significantly disposed of before
the end of their estimated useful life.

 When
indicators of potential impairment are present, the Company prepares a projected undiscounted cash flow analysis for the respective asset
or asset group. If the sum of the undiscounted cash flows is less than the carrying value of the asset or asset group, an impairment
loss is recognized equal to the excess of the carrying value over the fair value. Fair value can be determined using a market approach,
income approach or cost approach. Recognized impairment losses are not reversed.

 Based
on the Company's evaluation, no impairment has been recorded on the unproven mining properties for the year ended December 31,
2024.

 (j) Leases

 At
commencement of a contract, the Company assesses whether a contract is, or contains, a lease by determining whether the contract conveys
the right to control the use of an identified asset for a period of time in exchange for consideration. A right-of-use (the " ROU ")
asset and lease liability are recognized at the lease commencement date. The lease liability is initially measured at the present value
of all future lease payments that have not been paid as of the commencement date of the lease, discounted using the Company's incremental
borrowing rate, unless the rate implicit in the lease is readily determinable. The ROU asset is initially measured at cost, which is
calculated as the initial amount of the lease liability, with an adjustment for any initial direct costs incurred, plus adjustments for
any lease payments made in advance of the commencement date, and less any lease incentives received.

 ASC
842 requires a lessee to classify a lease as either a finance or operating lease. Interest and amortization expense are recognized for
finance leases while only a single lease expense is recognized for operating leases, typically on a straight-line basis.

 ROU
assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is remeasured when there is a change in future lease payments, when there is a change in the Company's estimate
of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise
a purchase, extension or termination option. These adjustments are recorded through profit or loss.

 (k) Property, plant and equipment

 Property,
Plant and Equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses.

 Subsequent
costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying
amount of a significant replaced part is derecognized. All other repairs and maintenance are charged to net loss during the financial
period in which they are incurred. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and
are recognized in net loss.

 F- 12

 Notes

 For

 Depreciation
is calculated using the straight-line method to charge the cost, less residual value, of the assets to net loss over their estimated
useful lives. The depreciation rate applicable to each category of property, plant and equipment is as follows:

OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

 Property, Plant & Equipment

 Estimated useful life (years)

 Computer and software

 Vehicles

 Equipment

 Furniture and fixtures

 Buildings

 (l) Additional paid-in capital

 Additional
paid-in capital is presented at the value of the shares issued as the Company's shares have no stated par value. Transaction costs
directly attributable to the issuance of Common Shares are recognized as a deduction from equity. Transactions with shareholders are
disclosed separately in equity.

 The
proceeds from the exercise of stock options or warrants together with amounts previously recorded in additional paid-in capital over
the vesting periods are recorded as additional paid-in capital.

 (m) Unit placements

 The
Company uses the relative fair value method with respect to the measurement of shares and warrants issued as private placement units.
Under the relative fair value method, the Company first determines the fair value of the Common Shares and warrants issued in a private
placement, calculates the total fair value of the issued units, and then allocates the proceeds received between the Common Shares and
warrants based on their relative fair values.

 (n) Share-based compensation

 The
Company grants equity settled share-based compensation in the form of share options and restricted share units (" RSU s")
in exchange for the provision of services. The Company records stock-based compensation in accordance with ASC 718 - Compensation
– Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received
for the issuance of equity instruments are accounted for based on the fair value of the equity instrument issued.

 The
Company determines the fair value of the awards on the date of grant. The value of the portion of the award that is ultimately expected
to vest is recognized as an expense in net loss over the requisite service period. At the end of the reporting period, the Company updates
its estimate of the number of awards that are expected to vest and adjusts the total expense to be recognized over the vesting period.
Where an unvested award is cancelled by the Company or the counterparty, any remaining element of the fair value of the award is expensed
immediately or reversed through profit or loss, depending on the type of cancellation.

 (o) Deferred Share Units (" DSU s")

 The
Company grants cash settled share-based compensation in the form of DSUs to its Directors in exchange for the provision of services.
The Company records the fair value of the liability at the date which it is incurred based on the number of units granted multiplied
by the price of the Company's Common Shares on the date of grant, and adjusts the liability to the fair value at the end of each
reporting period and at the date of settlement. Changes in fair value are recognized in net loss for the period.

 (p) Loss per Common Share

 Basic
loss per Common Share is calculated using the weighted average number of Common Shares outstanding during the period and does not include
outstanding options, RSUs and warrants. Dilutive loss per Common Share is not presented differently from basic loss per Common Share
as the conversion of outstanding stock options, RSUs and warrants into Common Shares would be anti-dilutive given the Company's
ongoing net loss position.

 F- 13

 Notes

 For

 (q) Income taxes

 The
Company's tax provision consists of taxes currently payable or receivable, plus any change during the period in deferred tax assets
and liabilities. The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets
and liabilities are recognized for certain temporary differences between the financial statement carrying amounts of assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in net loss in the period of the enactment date. In addition, a valuation allowance
is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred
tax asset will not be realized.

 The
Company operates in multiple jurisdictions where uncertainties arise in the application of complex tax regulations. Therefore, there
are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting for income taxes requires a
two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition
by determining if available evidence indicates it is more likely than not that the tax position will be sustainable based on its technical
merits. The second step is to measure the tax benefit as the largest amount with a greater than 50 percent likelihood of being realized
upon ultimate settlement. For tax positions that are 50 percent or less likely of being sustained upon audit, the Company does not recognize
any portion of that benefit in the financial statements.

 (r) Derivative instruments

 The
Company evaluates its financial instruments and other contracts to determine if those contracts, or embedded components of those contracts,
qualify as derivatives to be separately accounted for in accordance with ASC 815 – Derivatives and Hedging. The result of
this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded
as an asset or liability and the change in fair value is recorded in net loss.

 The
classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed
at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value
of the instrument on the reclassification date.

 (s) Use of Estimates

 The
preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that can affect reported amounts of assets, liabilities, revenues and expenses and the accompanying disclosures. Estimates and assumptions
are continuously evaluated and are based on management's historical experience and on other assumptions believed to be reasonable
at the time of preparation of the consolidated financial statements. However, different estimates and assumptions could result in outcomes
that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The more significant areas
requiring the use of management estimates and assumptions include the recoverability of exploration and evaluation assets; asset lives
for depreciation and amortization; the Company's ability to continue as a going concern; valuation of share-based compensation
and warrants; deferred taxes and valuation allowances; and asset retirement obligations. Management has determined that the Company has
no asset retirement obligations at December 31, 2024.

 F- 14

 Notes

 For

 Recently
Adopted Accounting Pronouncements

 a)
 ASU
 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures.

 The
Accounting Standards Update (" ASU ") is applicable to all public entities that are required to report segmented information
in accordance with ASC 280 – Segment Reporting and is effective for annual reporting periods beginning after December 15,
2023. ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures was issued to improve a public entity's
disclosure of reportable segments, with the most significant requirement being for a public entity to disclose its significant segment
expense categories and amounts for each reportable segment. The Company adopted the new pronouncement effective January 1, 2024, with
no impact to its consolidated financial statements.

 Recently
Issued Accounting Pronouncements and Disclosures Not Yet Adopted

 a)
 ASU
 2023-09, Income Taxes: Improvements to Income Tax Disclosures

 In
December 2023, the Financial Accounting Standards Board (" FASB ") issued a final standard on improvements to income
tax disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as
well as information on income taxes paid. This ASU becomes effective January 1, 2025. The Company is assessing the impact of this ASU,
and upon adoption, may be required to include certain additional disclosures in the notes to its financial statements.

 b)
 ASU
 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation
 Disclosures

 In
November 2024, FASB issued an ASU which will require entities to provide disaggregated disclosure of specified categories of expenses
that are included on the face of the income statement, including: purchases of inventory, employee compensation, depreciation, amortization
and depletion. This ASU becomes effective January 1, 2027. The Company is assessing the impact of this ASU, and upon adoption, may be
required to include certain additional disclosures in the notes to its financial statements.

 F- 15

 Notes

 For

 3. CASH AND CASH EQUIVALENTS

 A
summary of the Company's cash and cash equivalents is detailed in the table below:

 SCHEDULE OF CASH AND CASH EQUIVALENTS

 31, 2024
 $

 31, 2023
 $

 Cash

 4,015,933

 Short-term deposits

 2,090,000

 -

 Cash and cash equivalents

 6,105,933

 4. OTHER RECEIVABLES

 A
summary of the Company's other receivables is detailed in the table below:

 SCHEDULE OF OTHER RECEIVABLES

 31, 2024
 $

 31, 2023
 $

 HST paid on purchases

 503,235

 301,618

 VAT paid on purchases

 468,787

 223,776

 Other receivables

 -

 7,441

 Other receivables, net

 972,022

 532,835

 5. EXPLORATION
AND EVALUATION ASSETS

 The
exploration and evaluation assets of the Company consist of the acquisition costs of mining assets located in Botswana:

OF EXPLORATION AND EVALUATION ASSETS

 $

 $

 Total
 $

 $

 $

 Total
 $

 Balance, December 31, 2022

 8,251,518

 327,109

 8,578,627

 Additions

 483,883

 -

 483,883

 ( 449,878
)

 ( 17,834
)

 ( 467,712
)

 Balance, December 31, 2023

 8,285,523

 309,275

 242,955

 9,068

 252,023

 Balance, December 31, 2024

 8,528,478

 318,343

 The
following is a description of the Company's exploration and evaluation assets and the related spending commitments:

Assets - Selebi and Selkirk

 In
September 2021, the Company executed the Selebi Asset Purchase Agreement (" Selebi APA ") with the BCL Limited (" BCL ")
liquidator to acquire the Selebi Mines formerly operated by BCL. In January 2022, the Company closed the transaction and ownership of
the Selebi Mines transferred to the Company.

to the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines shall be the sum of $ 81,226,330 (US$ 56,750,000),
which amount shall be paid in three instalments:

 $ 2,086,830
 (US$ 1,750,000) payable on the closing date, and payment of care and maintenance funding
 contributions in respect of the Selebi Mines from March 22, 2021 to the closing date of $ 6,164,688
 (US$ 5,178,747). These payments have been made.

 $ 35,972,500
 (US$ 25,000,000) payable upon the earlier of: (a) approval by the Botswana Ministry of Mineral
 Resources, Green Technology and Energy Security (" MMRGTES ") of the Company's
 Section 42 and Section 43 applications (for the further extension of the mining licence and
 conversion of the mining licence into an operating licence, respectively), and (b) on the
 expiry date of the study phase, January 31, 2026, which pursuant to the Selebi APA has been
 extended for one year from the original expiry date of January 31, 2025. This extension follows
 successful completion by the Company of the work and investment milestones required by the
 Selebi APA.

 $ 43,167,000
 (US$ 30,000,000) payable on the completion of mine construction and production start-up (commissioning)
 by the Company on or before January 31, 2030, but not later than four years after the approval
 by the Minister of MMRGTES of the Company's Section 42 and Section 43 applications.

 F- 16

 Notes

 For

 The
total acquisition cost of the Selebi Mines included the first instalment of $ 2,086,830 (US$ 1,750,000) and the payment of the care and
maintenance funding contribution of $ 6,164,688 (US$ 5,178,747). As per the terms and conditions of the Selebi APA, the Company has the
option to cancel the second and third payments and return the Selebi Mines to the liquidator if the Company determines that the Selebi
Mines are not economical. The Company also has an option to pay in advance the second and third payments if the Company determines that
the Selebi Mines are economical.

 In
addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a royalty agreement as well as a contingent
consideration agreement with the liquidator. The
royalty agreement consists of a net smelter returns royalty ( the "Selebi NSR ") of 2% on the net value of sales
of concentrate or other materials with respect to production from the Selebi mining licence, of which the Company has the right to
buy-back 50% (Note 10). The contingent consideration agreement consists of two components: (i) a sliding scale payment of
US$0.50/tonne of ore up to US$1.40/tonne of ore with respect to the discovery of new mineable deposits greater than 25 million
tonnes of ore and; (ii) price participation of 15% on post-tax net earnings directly attributable to an increase of 25% or more in
commodity prices, on a quarterly basis, for a period of seven years from the date of first shipment of concentrate or other
materials.

 The
Company also negotiated a separate asset purchase agreement (the " Selkirk APA ") with the liquidator of Tati Nickel
Mining Company (" TNMC ") in January 2022 to acquire the Selkirk deposit and related infrastructure formerly operated
by TNMC. The transaction closed in August 2022.

 The
Selkirk APA does not provide for a purchase price or initial payment for the purchase of the assets. The acquisition cost of the Selkirk
Mine of $ 327,109 (US$ 244,954) was the care and maintenance funding contribution from April 1, 2021 to the closing date of the Selkirk
APA. The Selkirk APA provides that if the Company elects to develop the Selkirk Mine first, the payment of the second Selebi instalment
of $ 35,972,500 (US$ 25,000,000) would be upon the approval by the Minister of MMRGTES of the Company's Section 42 and Section 43
applications (for the further extension of the Selkirk mining licence and conversion of the Selkirk mining licence into an operating
licence, respectively). For the third Selebi instalment of $ 43,167,000 (US$ 30,000,000), if the Selkirk Mine were to be commissioned
earlier than the Selebi Mines, the payment would trigger on the Selkirk Mine's commission date.

 In
addition to the Selkirk APA, the purchase of the Selkirk Mine is also subject to a royalty agreement as well as a contingent consideration
agreement with the liquidator. The royalty agreement consists of a net smelter returns royalty (the "Selkirk NSR") of 1% on the net value of sales of concentrate or other materials
with respect to production from the Selkirk mining licence, which the Company has the right to buy-back in full (Note 10). The contingent
consideration agreement is on similar terms as the Selebi Mines contingent consideration.

 In
August 2023, the Company entered into a binding commitment letter with the liquidator of BCL, which is subject to customary closing conditions,
to acquire a 100 % interest in two additional deposits (" Phikwe South " and the " Southeast Extension ")
located adjacent to and immediately north of the Selebi North shaft. The impact is to increase the Selebi mining licence area. While
the remaining historic resources at Phikwe South and the Southeast Extension occur within the expanded Selebi mining licence, the amended
licence intentionally does not include the historic mine workings and infrastructure at these previously-producing properties, and the
Company has no liability for historic environmental issues at those sites.

 The
upfront cost to the Company to acquire these additional mineral properties is $ 1,438,900 (US$ 1,000,000). In addition, the Company agreed
to additional work commitments of $7,194,500 (US$5,000,000) in the aggregate over four years. As a result of the expansion of the Selebi
mining licence, the remaining asset purchase obligations of the Company outlined in the original Selebi APA with the liquidator will
each increase by 10%, or $7,913,950 (US$5,500,000) in total, while the trigger events remain unchanged. The existing 2% NSR and contingent
consideration agreement held by the liquidator with respect to production from the Selebi mining licence will also apply to production
from these additional deposits, subject to the Company's existing buy-back right for 50% of the NSR (Note 10). The Company incurred
$483,883 for care and maintenance during the investigation period of the properties in 2023, which has been added to the acquisition
cost of the Selebi Mines. The acquisition of the Phikwe South and the Southeast Extension deposits has not yet closed as at March 19,
2025.

 Both
the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of 5 % of all precious metals sales and
 3 % of all base metals sales.

 F- 17

 Notes

 For

 General
Exploration Expenses

 Details
of the general exploration expenses by nature are presented as follows:

OF GENERAL EXPLORATION EXPENSES

 $

 $

 Other
 $

 Total
 $

 Year ended December 31, 2024

 $

 $

 Other
 $

 Total
 $

 Drilling

 6,703,402

 -

 -

 6,703,402

 Site operations, administration, and overhead

 4,298,941

 435,957

 156,457

 4,891,355

 Infrastructure and equipment maintenance

 3,872,782

 -

 -

 3,872,782

 Geology

 3,042,562

 505,783

 -

 3,548,345

 Mine development

 3,030,676

 -

 -

 3,030,676

 Electricity

 2,904,188

 27,377

 -

 2,931,565

 Engineering and technical studies

 1,066,361

 248,343

 -

 1,314,704

 Geophysics

 993,152

 107,942

 -

 1,101,094

 Freight, tools, supplies, and other consumables

 915,925

 10,417

 -

 926,342

 Health and safety

 319,146

 -

 319,190

 Environmental, social and governance

 302,737

 -

 -

 302,737

 567,335

 141,833

 -

 709,168

 Total

 28,017,207

 1,477,696

 156,457

 29,651,360

 $

 $

 Other
 $

 Total
 $

 Year ended December 31, 2023

 $

 $

 Other
 $

 Total
 $

 Drilling

 3,462,522

 -

 -

 3,462,522

 Site operations, administration, and overhead

 3,924,182

 605,344

 161,266

 4,690,792

 Infrastructure and equipment maintenance

 2,971,026

 7,650

 -

 2,978,676

 Geology

 2,656,096

 241,118

 -

 2,897,214

 Mine development

 2,212,657

 -

 -

 2,212,657

 Electricity

 2,073,771

 37,667

 -

 2,111,438

 Engineering and technical studies

 795,528

 253,660

 -

 1,049,188

 Geophysics

 1,781,752

 49,045

 -

 1,830,797

 Freight, tools, supplies, and other consumables

 690,038

 3,638

 -

 693,676

 Health and safety

 296,980

 1,090

 -

 298,070

 Environmental, social and governance

 468,706

 -

 468,867

 135,874

 33,969

 -

 169,843

 Total

 21,469,132

 1,233,342

 161,266

 22,863,740

 6.
 PROPERTY, PLANT AND EQUIPMENT

 The
tables below set out costs and accumulated depreciation and amortization as at December 31, 2024 and December 31, 2023:

 SCHEDULE OF PROPERTY,
PLANT AND EQUIPMENT

 Cost

 Land and Buildings (1)
 $

 Equipment (1)
 $

 Furniture and Fixtures
 $

 Vehicles
 $

 Computer and Software
 $

 Total
 $

 Balance – December 31, 2022

 3,077,420

 43,354

 126,605

 241,884

 1,950

 3,491,213

 Additions

 -

 5,434,791

 65,998

 187,310

 585,561

 6,273,660

 ( 167,783
)

 ( 1,711
)

 ( 704
)

 ( 31,162
)

 ( 20,104
)

 ( 221,464
)

 Balance – December 31, 2023

 2,909,637

 5,476,434

 191,899

 398,032

 567,407

 9,543,409

 Balance, Cost

 2,909,637

 5,476,434

 191,899

 398,032

 567,407

 9,543,409

 Additions

 73,049

 1,129,567

 30,121

 111,629

 6,543

 1,350,909

 Additions, Cost

 73,049

 1,129,567

 30,121

 111,629

 6,543

 1,350,909

 86,264

 ( 22,306
)

 3,857

 11,561

 35,317

 114,693

 Foreign currency translation, Cost

 86,264

 ( 22,306
)

 3,857

 11,561

 35,317

 114,693

 Balance – December 31, 2024

 3,068,950

 6,583,695

 225,877

 521,222

 609,267

 11,009,011

 Balance, Cost

 3,068,950

 6,583,695

 225,877

 521,222

 609,267

 11,009,011

 Accumulated Depreciation

 Land and Buildings (1)

 Equipment (1)

 Furniture and Fixtures

 Vehicles

 Computer and Software

 Total

 Balance – December 31, 2022

 51,123

 2,009

 1,872

 39,589

 1,950

 96,543

 Depreciation during the year

 119,133

 397,625

 14,030

 69,997

 143,998

 744,783

 -

 1,775

 3,177

 ( 3,503
)

 -

 1,449

 Balance – December 31, 2023

 170,256

 401,409

 19,079

 106,083

 145,948

 842,775

 Balance Accumulated Depreciation

 170,256

 401,409

 19,079

 106,083

 145,948

 842,775

 Depreciation during the year

 110,535

 1,229,847

 14,750

 113,688

 162,644

 1,631,464

 Depreciation Accumulated Depreciation

 110,535

 1,229,847

 14,750

 113,688

 162,644

 1,631,464

 2,609

 13,358

 4,581

 25,069

 46,367

 Foreign currency translation Accumulated Depreciation

 2,609

 13,358

 4,581

 25,069

 46,367

 Balance – December 31, 2024

 283,400

 1,644,614

 34,579

 224,352

 333,661

 2,520,606

 Balance Accumulated Depreciation

 283,400

 1,644,614

 34,579

 224,352

 333,661

 2,520,606

 Land and Buildings (1)

 Equipment (1)

 Furniture and Fixtures

 Vehicles

 Computer and Software

 Total

 Balance – December 31, 2023

 2,739,381

 5,075,025

 172,820

 291,949

 421,459

 Balance, Carrying
 Value

 2,739,381

 5,075,025

 172,820

 291,949

 421,459

 Balance – December 31, 2024

 2,785,550

 4,939,081

 191,298

 296,870

 275,606

 Balance, Carrying
 Value

 2,785,550

 4,939,081

 191,298

 296,870

 275,606

 Note:

 (1)
 Land
 and Buildings contains the Syringa Lodge right-of-use ROU asset and Equipment contains the
 drilling equipment supply agreement ROU asset (Note 8). The Company had full title to these
 assets at December 31, 2024.

 F- 18

 Notes

 For

 7.
 TRADE PAYABLES AND ACCRUED LIABILITIES

 A
summary of trade payables and accrued liabilities is detailed in the table below:

OF TRADE PAYABLES AND ACCRUED LIABILITIES

 $

 $

 Amounts due to related parties (Note 13)

 1,259,665

 93,795

 Trade payables

 2,493,306

 2,383,196

 Accrued liabilities

 724,609

 1,803,155

 Total trade payables
 and accrued liabilities

 4,477,580

 4,280,146

 Included
in the amounts due to related parties at December 31, 2024, is $ 1,168,729 due to the Company's former Chief Executive Officer related
to his retirement from the Company and is payable in 24 equal monthly installments of $ 48,697.

 8.
 LEASE LIABILITIES

 The
following table summarizes quantitative information pertaining to the Company's finance and operating leases:

OF FINANCE AND OPERATING LEASES COST

 2024

 $

 2023
 $

 2024
 $

 2023
 $

 Lease cost

 Finance lease cost:

 Amortization of finance lease right-of-use assets

 317,957

 204,434

 Interest on lease liabilities

 114,335

 301,098

 Short-term operating lease cost

 1,327,338

 671,409

 Total lease cost

 1,759,630

 1,176,941

 SCHEDULE OF SUPPLEMENTAL CASH FLOWS INFORMATION

 2024

 $

 2023

 $

 2024

$

 2023

$

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows from operating leases

 1,327,338

 671,409

 Financing cash flows from finance leases, principal payment

 1,674,119

 1,940,808

 Financing cash flows from finance leases, interest payment

 114,335

 301,098

 Non-cash additions (reductions) to right-of-use assets and lease liabilities:

 Recognition of right-of-use assets for finance leases

 -

 1,023,615

 Depreciation of right-of-use assets for finance leases

 ( 317,957
)

 ( 204,434
)

 Finance
Leases

 Syringa
Lodge

 In
July 2022, the Company executed a sales agreement (the " Lodge Agreement ") with Tuli Tourism Pty Ltd. (the " Seller ")
for the Syringa Lodge in Botswana.

 F- 19

 Notes

 For

to the Lodge Agreement, the aggregate purchase price payable to the Seller shall be the sum of $ 3,213,404 (BWP 30,720,000), payable in
three installments. A deposit of $ 482,011 (BWP 4,608,000) was paid in August 2022, and a second installment of $ 1,306,906 (BWP 13,056,000)
was paid in July 2023. The Company paid 50 % of the final installment of $ 653,061 (BWP 6,528,000) on September 12, 2024, and paid the
final outstanding balance of $ 656,064 (BWP 6,528,000) on December 10, 2024. There were no amounts outstanding under the agreement at
December 31, 2024, and the assets are now 100% owned by the Company.

 In
addition to the above purchase price, the Company was required to pay to the Seller an agreed interest amount of 6 % per annum on the
outstanding balance, accrued and payable monthly. The Company recognized a finance lease for this lease.

 Drilling
Equipment

 In
March 2023, the Company entered into a drilling equipment supply agreement (the " Equipment Agreement ") with Forage
Fusion Drilling Ltd. (" Forage ") to purchase specific drilling equipment on a "rent to own" basis with
the purchase price to be paid in monthly payments.

to the Equipment Agreement, the aggregate purchase price payable to Forage was $ 2,942,000. A deposit of $ 1,700,000 was paid in March
2023. The balance was payable in twelve equal monthly instalments of $ 103,500. Based on the stated equipment purchase price of $ 2,735,000
and monthly installments, the implied interest rate for the arrangement was 35 %. The final installment was paid on April 12, 2024 and
the equipment is now 100% owned by the Company. The Company recognized a finance lease for this lease.

 Operating
Leases

 The
Company has operating leases primarily related to surveying and mobile equipment with initial lease terms of twelve months or less. The
Company records these in general exploration expenses within the statement of operations and comprehensive loss.

 9.
 TERM LOAN

 On
June 28, 2023, the Company closed a financing with Cymbria Corporation (" Cymbria "), EdgePoint Investment Group Inc.
and certain other entities managed by it (" EdgePoint ") for aggregate gross proceeds to the Company of $ 33,999,200.
The financing included three concurrent and inter-conditional transactions (collectively the " 2023 Financing Transactions ")
comprised of an equity offering of units for $ 16,249,200 (the " Equity Financing "), a three year term loan of $ 15,000,000
(the " Term Loan ") and option payments of $ 2,750,000 (the " Option Payment ") to acquire a 0.5 % net
smelter returns royalty on the Mines in certain circumstances upon payment of further consideration ( Note
10). On March 18, 2025, the Company closed a significant refinancing (Note 19) which included the conversion of the Term
Loan into equity.

 The
Term Loan had an original principal amount of $ 15,000,000
and bore interest at a rate of 10 %
per annum payable quarterly in arrears. The principal amount of the Term Loan was to mature on June 28, 2026. The obligations of the
Company pursuant to the Term Loan were fully and unconditionally guaranteed by each of the Company's existing and future
subsidiaries. The Term Loan was secured by a pledge of all the shares of the Company's subsidiaries as well as by way of a
general security agreement at the parent level and debentures and hypothecations at the subsidiary level. The Term Loan was subject
to certain covenants and provisions on events of default, repayments and mandatory prepayments, including:

 increase
 in the interest rate payable on the Term Loan to 15 % per annum upon the occurrence of an
 event of default;

 the
 Company could prepay all or any portion of the principal amount outstanding with a minimum
 repayment amount of $ 500,000 and in an integral multiple of $ 100,000, together with all accrued
 and unpaid interest on the principal amount being repaid; and

 mandatory
 prepayment was to be made when the Company had non-ordinary course asset sales or other dispositions
 of property or the Company received cash from the issuance of indebtedness for borrowed money.

 As
at December 31, 2024, the Company was in compliance with the Term Loan covenants.

 F- 20

 Notes

 For

 In
connection with the Term Loan, the Company issued an aggregate of 2,000,000, non-transferable Common Share purchase warrants (the " Non-Transferable
Warrants ") to Cymbria. Each Non-Transferable Warrant is exercisable by Cymbria to purchase one Common Share at a cash purchase
price of $ 1.4375 per Common Share until June 28, 2026.

 Further,
on December 14, 2023, the Company and Cymbria closed an amendment to the terms of the existing Term Loan, increasing the principal
amount of the Term Loan by $ 5,882,353 (the " Additional Principal Amount ") from $ 15,000,000 to $ 20,882,353. The Additional
Principal Amount was subject to an original issue discount of approximately 15 % and was advanced by the lender to the Company as a single
advance of $ 5,000,000. The Additional Principal Amount formed a part of the Term Loan and was on the same terms and conditions applicable
to the Term Loan, including the same maturity date of June 28, 2026. As consideration for entering into the amended Term Loan, the Company
issued an additional 700,000 non-transferable Common Share purchase warrants (the " Additional Warrants ") to the lender,
with each Additional Warrant entitling the lender to acquire one Common Share at a price of $ 1.4375 per Common Share until June 28, 2026.

 The
Company evaluated the amendment of the Term Loan and determined that it qualified as a non-substantial modification under ASC 470
- Debt. Therefore, a new effective interest rate was determined based on the carrying amount of the original debt instrument, adjusted
for the fair value of the Additional Warrants resulting from the modification, and the revised cash flows.

 The
fair value of the Non-Transferable Warrants and Additional Warrants was estimated at $ 1,435,350 and $ 275,961 respectively, using the
Black-Scholes Option Pricing Model. At initial closing, the accounting was based on relative fair value under ASC 470 - Debt,
with proceeds and transaction costs allocated between the Term Loan and the Non-Transferrable Warrants. The Non-Transferrable Warrants
were allocated $ 1,352,054, including $ 83,296 in transaction costs. The Additional Warrants were accounted for as transaction costs for
obtaining the Additional Principal Amount. As such, $ 1,352,054 and $ 275,961 respectively were recorded in equity.

 The
fair value of the Non-Transferable Warrants and Additional Warrants was calculated using the following assumptions:

OF FAIR VALUE OF NON-TRANSFERABLE AND ADDITIONAL WARRANTS

 Non-Transferable Warrants

 Additional Warrants

 %

 %

 $
 1.35

 $
 1.14

 Expected share price volatility

 92.06
 %

 63.54
 %

 4.13
 %

 3.73
 %

 Expected life of warrant

 3 years

 2.54 years

 The
volatility was determined by calculating the historical volatility of stock prices of the Company over the same period as the expected
life of the Transferable Warrants using daily closing prices. The formula used to compute historical volatility is the standard deviation
of the logarithmic returns.

 The
Company used $ 7,637,329 of the proceeds from the Term Loan to prepay all principal, interest and fees owing by the Company pursuant to
the A&R Promissory Note (defined in Note 11) in favour of Pinnacle Island LP.

 For
the year ended December 31, 2024, the Company paid $ 2,082,530 of interest costs to Cymbria (2023 – $ 793,392).

 F- 21

 Notes

 For

 The
following is a continuity of the Term Loan:

OF CONTINUITY OF TERM LOAN

 $

 Principal amount of the Term Loan

 15,000,000

 Fair value of the Non-Transferrable Warrants

 ( 1,435,350
)

 Term Loan at fair value on issuance, June 28, 2023

 13,564,650

 Transaction costs

 ( 787,175
)

 Accrued interest

 390,411

 Accretion of warrant value and transaction costs

 631,540

 Interest paid

 ( 390,411
)

 Fair value of Term Loan as of December 14, 2023

 13,409,015

 Additional principal amount of Term Loan on December 14, 2023

 5,882,353

 Term Loan issue discount

 ( 882,353
)

 Fair value of the Additional Warrants

 ( 275,961
)

 Transaction fee for modification

 ( 219,212
)

 Fair value of modified Term Loan as of December 14, 2023

 17,913,842

 Accrued interest

 402,981

 Accretion of warrant value and transaction costs

 42,581

 Interest paid

 ( 402,981
)

 Term Loan balance, December 31, 2023

 17,956,423

 Accrued interest

 2,082,530

 Accretion of warrant value and transaction costs

 1,026,789

 Interest paid

 ( 2,082,530
)

 Term Loan balance, December 31, 2024

 18,983,212

 Fort Capital Partners acted as financial advisor to the Company on the debt portion of the 2023 Financing Transactions and was paid cash fees of $ 375,000 and $ 147,059, equal to 2.5 % of the original principal amount and the Additional Principal Amount, respectively. Legal fees related to the 2023 Financing Transactions totaled $ 736,067, of which $ 495,471 was allocated to the original Term Loan. Legal fees of $ 72,153 associated with the Term Loan amendment were recorded and amortized over the remaining terms of the Term Loan. As noted above, certain transaction costs in relation to the original principal amounts were allocated to the Non-Transferrable Warrants based on the relative fair value method under ASC 470 - Debt.

 10. NSR
OPTION

 Concurrently
with the closings of the Equity Financing and the Term Loan on June 28, 2023, Cymbria paid an aggregate of $ 2,750,000 (" Option
Payment ") to two subsidiaries of PREM to acquire a right to participate with such subsidiaries in the exercise of certain contractual
rights. The Option Payment was allocated to PNRP and PNGP (defined below) for $ 2,500,000 and $ 250,000, respectively.

 As
the NSR options are exercisable entirely at the discretion of Cymbria and the underlying projects are in the exploration stage, the fair
value of the call and put on the options as at December 31, 2024 and December 31, 2023 is nil. The Option payment received in cash was
recorded as a non-current liability.

 PREM's
indirect wholly-owned subsidiary Premium Nickel Resources Proprietary Limited (" PNRP ") acquired the Selebi Mines in
January 2022 out of liquidation. Pursuant to the acquisition agreement, the liquidator retained a 2 %
net smelter returns royalty on the Selebi Mines. PNRP has a contractual right to repurchase one-half of the Selebi NSR at a future time
on payment by PNRP to the liquidator of $ 28,778,000
 (US$ 20,000,000).

 F- 22

 Notes

 For

 PREM's
indirect wholly-owned subsidiary Premium Nickel Group Proprietary Limited (" PNGP ") acquired the Selkirk Mine in August
2022 out of liquidation. Pursuant to the acquisition agreement, the liquidator retained a 1 %
net smelter returns royalty on the Selkirk Mine. PNGP has a contractual right to repurchase the entirety of the Selkirk NSR at a future
time on payment by PNGP to the liquidator of $ 2,877,800
 (US$ 2,000,000).

 Each
of PNRP and PNGP has agreed to grant Cymbria, in exchange for the Option Payment, an option to participate in any such repurchase of
the applicable portion of its NSR from the relevant liquidator. Cymbria will, following the exercise of its option to participate in
any such repurchase, acquire a 0.5 % net smelter returns royalty on the applicable property by paying an amount equal to one half of the
repurchase price payable by PNRP or PNGP pursuant to the applicable NSR, less the Option Payment paid at closing pursuant to the relevant
option agreement among Cymbria and PNRP or PNGP, as applicable. Cymbria has the right to put its options back to PNRP and PNGP in certain
circumstances in return for the reimbursement of the applicable portion of the Option Payment. Cymbria also has the right to compel the
Company to repurchase the applicable portion of its NSR from the relevant liquidator.

 Under
the NSR option purchase agreements, Cymbria could acquire a 0.5 % net smelter returns royalty on the Selebi Mines and Selkirk Mine upon
payment of $ 11,658,687 (US$ 8,102,500) and $ 1,165,869 (US$ 810,250), respectively.

 As
part of the Term Loan conversion into equity that closed on March 18, 2025, (Note 19), the Company and Cymbria amended the terms of
the agreements. Cymbria will now have the right to acquire a 0.5 %
NSR royalty on the Selebi Mines and Selkirk Mine upon payment of the above amounts in the event the NSRs are repurchased or the NSRs are terminated, settled, or waived with the relevant liquidator.

 11. PROMISSORY
NOTE

 On
November 21, 2022, the Company announced a $ 7,000,000 bridge loan (the " Bridge Loan ") financing from Pinnacle Island
LP (the " Lender "). The Bridge Loan financing closed on November 25, 2022 and net proceeds of $ 6,740,000 were received
by the Company (after deducting the commitment fee of $ 260,000). The Bridge Loan was evidenced by the issuance of a promissory note by
the Company to the Lender (the " Promissory Note "). The Promissory Note had a principal amount of $ 7 million and bore
interest at a rate of 10 % per annum, calculated monthly and initially payable on February 22, 2023, being the maturity date of the Promissory
Note, with a right of the Company to extend the maturity. The Company extended the maturity of the Promissory Note to March 22, 2023.

 On
March 17, 2023, the Company entered into an amended and restated Promissory Note (the " A&R Promissory Note ") extending
the maturity of the Promissory Note from March 22, 2023 to November 24, 2023 (the " Extension "). All other terms of
the Promissory Note remained the same. In connection with the Extension and entering into of the A&R Promissory Note, the Company
agreed to pay an amendment and restatement fee of $ 225,000 and issued 350,000 non-transferable Common Share purchase warrants to the
Lender (the " Lender Warrants "). Each Lender Warrant was exercisable to acquire one Common Share of the Company at
a price of $ 1.75 per Common Share for a period of one year from the date of the A&R Promissory Note. In connection with the Extension
and issuance of the Lender Warrants, the 119,229 Common Share purchase warrants previously issued to the Lender in connection with the
initial issuance of the Promissory Note were cancelled concurrently with the Extension.

 In
connection with the A&R Promissory Note, interest and accretion expense of $ nil was recorded for the year ended December 31, 2024
(2023 - $ 682,547).

 The
fair value of the liability of the Lender Warrants was estimated at $ 116,177 using the Black-Scholes Option Pricing Model. The fair value
of the Lender Warrants and the amendment and restatement fee of $ 225,000 was added to the liability of the A&R Promissory Note and
amortized over the remaining life of the A&R Promissory Note.

 The
fair value of the Lender warrants was calculated using the following assumptions:

OF LENDER WARRANTS

 March 17, 2023

 %

 $
 1.40

 Expected share price volatility

 77.2
 %

 3.49
 %

 Expected life of warrant

 1 year

 The
volatility was determined by calculating the historical volatility of share prices of the Company over one year using daily closing prices.
The formula used to compute historical volatility is the standard deviation of the logarithmic returns.

 F- 23

 Notes

 For

 On
June 28, 2023, the Company repaid the A&R Promissory Note in full, and on March 17, 2024, the Lender Warrants expired unexercised.

 12.
 SHARE CAPITAL

 The
authorized capital of the Company comprises an unlimited number of Common Shares without par value and 20,000,000 Preferred Shares, issuable
in series, of which 4,000,000 are authorized to be designated as Series 1 Convertible Preferred Shares.

 There
are currently 118,186 Series 1 Convertible Preferred Shares outstanding, without par value, which are convertible at a ratio of 9:1,
to 13,131 Common Shares.

 a)
 Common
 Shares Issued and Outstanding

 Year
ended December 31, 2024

the year ended December 31, 2024, 126,259 Common Shares were issued for the net exercise of 278,100 options. In addition, 36,281,409
Common Shares were issued during the year ended December 31, 2024, as a result of the following financing transactions:

 On
June 14, 2024, the Company closed the first tranche of a non-brokered private placement offering (the " June 2024 Financing "),
pursuant to which the Company issued an aggregate 19,234,614 units of the Company (the " Units ") at a price of $ 0.78
per Unit (the "Issue Price") for aggregate gross proceeds of $ 15,002,999. Each Unit is comprised of one Common Share
and one Common Share purchase warrant of the Company (each, a " Warrant ").

 On
June 21, 2024, the Company closed the second tranche of the June 2024 Financing and issued an additional 16,021,795 Units at the Issue
Price for gross proceeds of $ 12,497,000.

 Each
Warrant entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance (the " Expiry
Date ") at a price of $ 1.10 per Common Share. If, at any time prior to the Expiry Date, the volume-weighted average trading
price of the Common Shares is at least $ 2.00 per Common Share for a period of 20 trading days, the Company may, at its option, accelerate
the Expiry Date with 30 days' notice to the Warrant holders.

 All
securities issued under the June 2024 Financing were subject to a hold period of four months plus one day from the date of issuance.
In connection with the June 2024 Financing, SCP Resource Finance LP (" SCP "), in its capacity as financial advisor
to the Company, was paid an advisory fee which the Company has satisfied by issuing to SCP an aggregate of 1,025,000 Units (comprised
of 1,025,000 Common Shares and 1,025,000 non-transferable Warrants), and Fort Capital was paid an advisory fee of $ 250,000, in each case
in consideration for providing certain advisory services to the Company in connection with the June 2024 Financing.

 The
fair value of the Warrants issued under the June 2024 Financing, calculated using the Monte Carlo model, was estimated at $ 12,533,135.
Gross proceeds raised of $ 27,499,999 and related issuance costs of $ 358,746 in cash, and the value of $ 1,087,755 for 1,025,000 Units
granted to SCP were allocated to the Common Shares and the Warrants based on relative fair values. The key inputs used in the Monte-Carlo
model were as follows:

OF FAIR VALUE OF WARRANTS

 June 14, 2024

 June 21, 2024

 %

 %

 $
 0.81

 $
 0.84

 Expected share price volatility

 83.17
 %

 83.71
 %

 3.23
 %

 3.30
 %

 Expected life of warrant

 5 years

 5 years

 The
volatility was determined by calculating the historical volatility of stock prices of the Company over a 5-year period using daily closing
prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.

 As
at December 31, 2024, the Company had 185,708,588 Common Shares issued and outstanding (December 31, 2023 – 149,300,920).

 On
March 18, 2025, the Company closed a private placement financing (Note 19).

 Year
ended December 31, 2023

the year ended December 31, 2023, 337,026 Common Shares were issued for the net exercise of 488,900 options, and 100,000 Common Shares
were issued from the exercise of warrants. In addition, 32,342,551 Common Shares were issued during the year ended December 31, 2023,
as a result of the following financing transactions:

 On
February 24, 2023, the Company issued 4,437,184 Common Shares at a price of $ 1.75 per share for gross proceeds of $ 7,765,072 upon the
closing of a brokered private placement (the " February 2023 Financing "). In connection with the February 2023 Financing,
the Company: (a) paid to the agents a cash commission of $ 473,383 and (b) issued to the agents 221,448 non-transferable broker warrants
of the Company (the " Broker Warrants "). Each Broker Warrant was exercisable to acquire one Common Share at an exercise
price of $ 1.75 per Common Share until February 24, 2025. The fair value of the Broker Warrants was estimated at $ 167,939 using the Black-Scholes
Option Pricing Model. Legal fees related to the February 2023 Financing of $ 133,164 were also recorded as a share issuance cost.

 On
June 28, 2023, the Company issued 14,772,000 units at a price of $ 1.10 per unit to EdgePoint for aggregate gross proceeds of $ 16,249,200
upon the closing of the 2023 Financing Transactions ( Note 9). Each unit comprises one Common
Share and 22.5 % of one whole Common Share purchase warrant (each a " Transferable Warrant " and together, the " Transferable
Warrants "). The total whole number of Transferable Warrants issuable in the Equity Financing is 3,324,000. Each Transferable
Warrant may be exercised by the holder to purchase one Common Share at an exercise price of $ 1.4375 per Common Share for a period of
 three years. The fair value of the Transferable Warrants was estimated at $ 1,898,349 using a proportionate allocation method based on
the relative fair value of each component of the unit (Common Shares and warrants). The fair value of the warrants is calculated using
the Black-Scholes Option Pricing Model.

 Fort
Capital Partners acted as financial advisor to the Company on the equity portion of the 2023 Financing Transactions and was paid cash
fees of $ 812,460. Legal fees related to the 2023 Financing Transactions totaled $ 736,067, of which $ 240,596 was recorded as share issuance
cost.

 The
fair value of the Transferable Warrants in connection with the February 2023 Financing and the 2023 Financing Transactions were calculated
using the following assumptions:

OF FAIR VALUE OF WARRANTS IN CONNECTION WITH FINANCING TRANSACTIONS

 February 24, 2023

 June 28, 2023

 %

 %

 $
 1.73

 $
 1.35

 Expected share price volatility

 77.52
 %

 92.06
 %

 4.28
 %

 4.13
 %

 Expected life of warrant

 2 years

 3 years

 F- 24

 Notes

 For

 The
volatility was determined by calculating the historical volatility of stock prices of the Company over a period, being the expected life
of the Transferable Warrants, using daily closing prices. The formula used to compute historical volatility is the standard deviation
of the logarithmic returns.

 On
December 14, 2023, the company closed an equity and debt financing package of $ 21,642,393, comprised of a brokered private placement
(the " Private Placement ") and amended Term Loan ( Note 9). The Private
Placement was entered into by the Company with Cormark Securities Inc. and BMO Capital Markets, as co-lead agents, and Canaccord Genuity
Corp., Fort Capital Securities Ltd. and Paradigm Capital Inc. (collectively, the " Agents "). Under the Private Placement,
the Company issued an aggregate of 13,133,367 Common Shares at a price of $ 1.20 per Common Share for aggregate gross proceeds of $ 15,760,040.
In consideration of the services provided by the Agents under the Private Placement, the Company paid to the Agents an aggregate cash
commission of $ 796,983. In connection with the Private Placement, EdgePoint exercised its participation right in respect of the Private
Placement (the " Participation Right ") and subscribed for an aggregate of 1,265,800 Common Shares.

 b)
 Warrants

 The
following summarizes Common Share purchase warrant activity:

 SUMMARY
OF COMMON SHARE PURCHASE WARRANT ACTIVITY

 2024

 2023

Outstanding

 Weighted Average Exercise Price
 $

 Number Outstanding

 Weighted Average Exercise Price
 $

 Outstanding, beginning of the year

 6,891,099

 1.50

 1,098,786

 1.96

 Issued

 36,281,409

 1.10

 6,595,448

 1.46

 Exercised

 -

 -

 ( 100,000
)

 ( 1.75
)

 Expired

 ( 645,651
)

 ( 2.05
)

 ( 703,135
)

 ( 1.80
)

 Outstanding, end of the period

 42,526,857

 1.15

 6,891,099

 1.50

 At
December 31, 2024, the Company had outstanding Common Share purchase warrants exercisable to acquire Common Shares as follows:

 SCHEDULE OF DETAILS OF WARRANTS OUTSTANDING

 Warrants Outstanding

 Expiry Date

 Exercise Price $

 221,448

 February 24, 2025

 1.75

 6,024,000

 June 28, 2026

 1.44

 20,259,614

 June 14, 2029

 1.10

 16,021,795

 June 21, 2029

 1.10

 42,526,857

 c)
 Stock

 The
Company has a stock option plan (the " Option Plan ") providing the authority to grant options to directors, officers,
employees and consultants enabling them to acquire up to 27,100,000 Common Shares of the Company. Under the Option Plan, the exercise
price of each option shall not be less than the discounted market price on the grant date and as approved by the Board of Directors of
the Company. The options can be granted for a maximum term of ten years.

 F- 25

 Notes

 For

 The
following summarizes the option activity under the Option Plan:

OF OPTION ACTIVITY

 2024

 2023

Outstanding

 Weighted Average Exercise Price
 $

 Number Outstanding

 Weighted Average Exercise Price
 $

 Outstanding, beginning of the year

 13,487,921

 1.39

 10,407,044

 1.10

 Issued

 3,410,000

 1.05

 3,833,277

 1.75

 Exercised

 ( 278,100
)

 ( 0.86
)

 ( 488,900
)

 ( 0.49
)

 Cancelled

 ( 1,033,050
)

 ( 2.01
)

 ( 263,500
)

 ( 2.40
)

 Outstanding, end of the period

 15,586,771

 1.28

 13,487,921

 1.39

 The
total intrinsic value of options exercised for the year ended December 31, 2024, was $ 149,405 (2023 - $ 522,635).

the year ended December 31, 2024, the Company granted an aggregate of 3,410,000 stock options to employees, directors, officers and consultants
with a term of five years. The options have a weighted average exercise price of $ 1.05 per Common Share, with 3,235,000 vesting annually
in equal thirds beginning on the date of grant, and 175,000 vesting immediately on the date of grant.

the year ended December 31, 2023, the Company granted an aggregate of 3,833,277 stock options to employees, directors, officers and consultants
with a term of five years. The options have an exercise price of $ 1.75 per Common Share and vest annually in equal thirds beginning on
the first anniversary of the date of grant.

 For
the year ended December 31, 2024, a total of $ 1,881,417 (2023 – $ 657,138) was recorded as share-based compensation expense and
credited to additional paid-in capital related to the Option Plan.

 The
fair value of stock options granted was calculated using the Black-Scholes Option Pricing Model. The volatility is determined using the
historical daily volatility over the expected life of the options. The expected life of the options considers the contractual term of
the options, as well as an estimate of the time to exercise. The Black-Scholes Option Pricing Model used the following assumptions:

OF FAIR VALUE OF STOCK OPTION GRANTED

 2024

 2023

 %

 %

 Expected forfeiture rate

 %

 %

 Expected share price volatility range

 74.2 - 79.8
 %

 87.9
 %

 Weighted average expected share price volatility

 75.9
 %

 87.9
 %

 2.91 %- 3.23
 %

 4.28 - 4.68
 %

 Expected life of options

 2.5 - 3.5 years

 3 - 4 years

 F- 26

 Notes

 For

 Details
of options outstanding as at December 31, 2024, are as follows:

OF DETAILS OF OPTIONS OUTSTANDING

 Outstanding

 Exercisable

 Expiry
 Date

 Exercise
 Price
 $

 Intrinsic Value
 $

 653,000

 653,000

 February 24, 2025

 0.80

 -

 240,000

 240,000

 August 19, 2025

 0.45

 -

 3,320,100

 3,320,100

 January 26, 2026

 0.39

 149,405

 425,000

 425,000

 February 25, 2026

 1.60

 -

 1,106,700

 1,106,700

 September 29, 2026

 0.91

 -

 998,794

 998,794

 October 25, 2026

 2.00

 -

 1,949,900

 1,949,900

 January 20, 2027

 2.40

 -

 3,483,277

 1,161,092

 August 8, 2028

 1.75

 -

 3,110,000

 1,036,667

 August 14, 2029

 1.10

 -

 300,000

 216,667

 December 4, 2029

 0.49

 -

 15,586,771

 11,107,920

 d)
 R SU
 Plan

 On
October 29, 2024, the Company's restricted share unit plan (the " RSU Plan ") was approved by shareholders at
its annual general and special shareholders' meeting. The RSU Plan enables the Company to grant RSUs to eligible participants upon
approval by the Board of Directors. The maximum number of Common Shares that are issuable under the RSU Plan is 5,000,000 Common Shares.
Upon settlement, the holder is entitled to receive one Common Share. The Company may elect, in its sole discretion, to settle the value
of the RSUs in cash.

 The
number and terms of RSUs awarded will be determined by the Board of Directors from time to time and be based on the volume weighted
average price on the TSXV for the last five trading days immediately preceding the grant date. The RSU grants are fixed, not subject
to vesting conditions other than service, and typically vest on a three-year schedule from the date of grant,
with one-third of the RSU grant vesting on each of the first, second and third anniversaries of the date of grant. The Company uses
the fair value method of accounting for the recording of RSU grants, and the fair value of the RSUs was determined based on the
closing price of the Company's Common Shares on the grant date.

 The
following is a continuity of the RSUs:

OF CONTINUITY OF RSU

 Number of Awards

 Weighted Average Grant-Date Fair Value Per Award
 $

 $

 RSUs outstanding at December 31, 2023

 -

 -

 -

 Granted

 1,000,000

 0.60

 600,000

 RSUs outstanding at December 31, 2024

 1,000,000

 0.60

 600,000

 For
the year ended December 31, 2024, a total of $ 73,726 (2023 – $ nil) was recorded as share-based compensation expense and credited
to additional paid-in capital related to the RSU Plan.

 e)
 DSU
 Plan

 The
Company has a deferred share unit plan (the " DSU Plan ") that enables the Company to grant DSUs to eligible non-management
directors upon approval by the Board of Directors. The DSUs credited to the account of a director may only be redeemed following the
date upon which the holder ceases to be a director. Depending upon the country of residence of a director, the DSUs may be redeemed at
any time prior to December 15 th in the calendar year following the year in which the holder ceases to be a director and may
be redeemed in as many as four installments. Upon redemption, the holder is entitled to a cash payment equal to the number of units redeemed
multiplied by the five-day volume weighted average price of the Common Shares on that date. The Company may elect, in its sole discretion,
to settle the value of the DSUs redeemed in Common Shares on a one-for-one basis, provided shareholder approval has been obtained on
or prior to the relevant redemption date.

 F- 27

 Notes

 For

 The
following is a continuity of the DSUs:

OF DSU GRANTED

 Number of Awards

 Price (1)
 $

 $

 DSUs outstanding at December 31, 2022

 200,000

 1.49

 298,000

 Granted

 600,951

 1.33

 798,122

 Redeemed

 ( 69,976
)

 1.19

 ( 83,527
)

 Fair value adjustment

 -

 ( 128,114
)

 DSUs outstanding at December 31, 2023

 730,975

 1.21

 Granted

 1,433,769

 0.71

 1,020,523

 Fair value adjustment

 -

 ( 963,340
)

 DSUs outstanding at December 31, 2024

 2,164,744

 0.44

 Less: current portion

 408,279

 0.44

 177,602

 Long-term portion

 1,756,465

 0.44

 764,062

 Note:

 (1)
 For
 DSUs granted and outstanding, price represents the closing price of the Company's Common
 Shares on the grant date and balance sheet date, respectively. For DSUs redeemed, price represents
 the volume weighted average price on the TSXV for the last five trading days immediately
 preceding the redemption date.

the year ended December 31, 2024, the DSU compensation, net of fair value adjustments, was $ 57,183 (2023 - $ 670,008).

 The
DSUs are classified as a derivative financial liability measured at fair value, with changes in fair value recorded in profit or loss.
The fair value of the DSUs was determined based on the closing price of the Company's Common Shares on the respective balance sheet
date. As at December 31, 2024, the Company reassessed the fair value of the DSUs at $ 941,664 and recorded the amount as a DSU liability
(December 31, 2023 - $ 884,481).

 13. RELATED PARTY TRANSACTIONS

 The
following amounts due to related parties are included in trade payables and accrued liabilities ( Note
7).

OF RELATED PARTY TRANSACTIONS

 $

 $

 Directors and officers of the Company

 1,259,665

 93,795

 Amounts due to related parties

 1,259,665

 93,795

 Included
in the balance at December 31, 2024, is $ 1,168,729 due to the Company's former Chief Executive Officer related to his retirement
from the Company and is payable in 24 equal monthly installments of $ 48,697.

 These
amounts are unsecured, non-interest bearing and have 30-day fixed terms of repayment with the exception of the retirement payment, as
noted above.

 (a)
 Related
 party transactions

 As
a result of the 2023 Financing Transactions on June 28, 2023, and December 14, 2023, Cymbria and certain other funds managed by EdgePoint
(the " Financing Parties ") acquired a total of 16,037,800 Common Shares. The Financing Parties also acquired on closing
of the 2023 Financing Transactions an aggregate of 6,024,000 warrants with an expiration date of June 28, 2026, and an exercise price
of $ 1.4375. Further, in connection with the June 2024 Financing, EdgePoint subscribed for 7,692,307 Units at $ 0.78 per Unit for gross
proceeds of approximately $ 6.0 million.

 F- 28

 Notes

 For

 As
of December 31, 2024, EdgePoint beneficially owns 23,833,224 Common Shares and 13,716,307 warrants, representing approximately 12.8 %
of the issued and outstanding Common Shares (approximately 18.8 % on a partially-diluted basis assuming the exercise of all warrants held
by EdgePoint). All warrants issued to EdgePoint as part of the June 2024 Financing include customary restrictions providing that EdgePoint
will not exercise such number of warrants so as to bring its undiluted share ownership percentage above 20.0 % of the Company's
issued and outstanding Common Shares without obtaining the requisite shareholder and TSXV approval.

 In
connection with the June 2024 Financing, certain insiders of the Company subscribed for an aggregate of 1,389,140 Units for gross proceeds
of $ 1,083,529.

 For
the year ended December 31, 2024, the Company paid interest of $ 2,082,530 (2023 - $ 793,392) to the Financing Parties.

 (b)
 Key
 management personnel are defined as members of the Board of Directors and certain senior
 officers.

 Key
management compensation was related to the following:

 2024
 $

 2023
 $

 Salaries and management fees

 1,373,388

 1,195,550

 One-time retirement benefit

 1,168,729

 -

 Site operations and administration

 2,088,356

 2,394,776

 DSUs granted, net of fair value movements

 57,183

 670,008

 1,252,483

 Key
 management compensation

 5,940,139

 4,917,472

 The
one-time retirement benefit for the year ended December 31, 2024, relates to the retirement of the Company's former Chief Executive
Officer.

 F- 29

 Notes

 For

 14. FAIR
VALUE OF FINANCIAL INSTRUMENTS

 ASC
820 - Fair Value Measurement establishes a three-tier fair value hierarchy. The fair value hierarchy's three tiers are based
on the extent to which inputs used in measuring fair value are observable in the market, and are as follows:

 Level
1:

 Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 Level
2:

 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
and

 Level
3:

 One or more significant inputs used in a valuation technique are unobservable in determining fair values of the asset or liability.

 Determination
of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset
or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.

 The
carrying value of cash and cash equivalents, trade payables and accrued liabilities approximate their fair value due to their short-term
nature and therefore have been excluded from the table below. A summary of the carrying value and fair value of other financial instruments
were as follows:

OF CARRYING VALUE AND FAIR VALUE OF OTHER FINANCIAL INSTRUMENTS

 Classification

 $

 $

 $

 $

 Lease liabilities

 -

 -

 DSU liability

 Level 1

 Vehicle financing

 Term loan

 Level 3

 18,983,212

 20,862,478

 17,956,423

 20,839,975

 NSR option liability

 Lease
liabilities and vehicle financing – The fair values approximate carrying values as the interest rates are comparable to current
market rates.

 DSU
liability – the fair value of the DSUs is measured using the closing price of the Company's Common Shares at the end of each
reporting period.

 Term
loan – the term loan is carried at amortized cost. The fair value measurement of the term loan was based on an income approach.

 F- 30

 Notes

 For

 NSR
option liability – The fair value of the NSR options is determined using a valuation model that incorporates such factors as discounted
cash flow projections, metal price volatility, and risk-free interest rate. As the NSR options are exercisable entirely at the discretion
of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the options as at December
31, 2024 and December 31, 2023 is nil.

 15.
 SEGMENTED INFORMATION

 The
Company has identified its Chief Executive Officer as its Chief Operating Decision Maker (" CODM "). The CODM evaluates
the Company's performance and segmented results based on Loss for the Year Before Other Items. The significant segment expenses
reviewed by the CODM are consistent with the expense line items presented in Loss for the Year Before Other Items in the Company's
consolidated statements of operations and comprehensive loss. The CODM uses Loss for the Year Before Other Items to assess segment performance
against the Company's planned results, and to allocate capital investment.

 The
Company operates in one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties
in three geographic segments, being Botswana, Barbados and Canada. The Company's geographic segments are as follows:

 SCHEDULE OF INFORMATION ABOUT COMPANY'S GEOGRAPHIC SEGMENTS

 $

 $

 Current assets

 4,066,121

 15,894,177

 89,446

 104,024

 3,462,676

 4,680,572

 Total

 7,618,243

 20,678,773

 Current assets

 7,618,243

 20,678,773

 -

 8,726

 8,691,908

 Total

 Exploration and evaluation assets

 and evaluation assets

 16.
 CONTINGENT LIABILITIES

 There
are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred prior to the acquisitions
are the responsibility of the sellers, BCL and TNMC. The Company has an obligation for the rehabilitation costs arising subsequent to
the acquisitions. As of December 31, 2024, there were no material rehabilitation costs for which the Company expects to incur, and management
is not aware of or anticipating any contingent liabilities that could impact the financial position or performance of the Company related
to its exploration and evaluation assets.

 17. INCOME
TAXES

 The
reported recovery of income taxes differs from amounts computed by applying the statutory income tax rates to the reported loss before
income taxes as follows:

OF STATUTORY INCOME TAX RATES

 2024
 $

 2023
 $

 Net loss before tax

 ( 42,420,283
)

 ( 32,900,600
)

 Combined basic federal and provincial income tax rate

 26.50
 %

 26.50
 %

 Expected income tax recovery at the statutory tax rate

 ( 11,241,375
)

 ( 8,718,659
)

 Adjustments to expected income tax recovery:

 Permanent differences and other

 4,455

 ( 25,642
)

 518,113

 351,695

 Change in estimates and other

 ( 7,979
)

 31,343

 Differences in foreign tax rates

 1,673,237

 510,308

 Change in valuation allowance

 9,053,549

 7,326,424

 Deferred tax recovery

 -

)

 F- 31

 Notes

 For

 The
Company has recorded a valuation allowance as the Company believes it is not probable that the deferred tax assets will be realized
in the foreseeable future. The Company's deferred tax assets and liabilities are comprised of the following:

OF DEFERRED TAX ASSETS AND LIABILITIES

 As at December 31,

 2024
 $

 2023
 $

 Deferred tax assets

 Non-capital losses available for carry-forward

 15,499,405

 6,040,311

 717,416

 697,957

 Resource deductions

 1,142,853

 1,142,853

 Lease liabilities

 -

 354,451

 DSU liability

 249,541

 -

 Share issue costs

 1,282,390

 1,342,837

 Deferred
 tax assets

 18,891,605

 9,578,409

 Deferred tax liabilities

 Term Loan

 ( 152,537
)

 ( 512,921
)

 ( 715,673
)

 ( 1,204,364
)

 Deferred
 tax liabilities

 ( 868,210
)

 ( 1,717,285
)

 Net deferred tax asset

 18,023,395

 7,861,124

 Valuation allowance

 ( 18,023,395
)

 ( 7,861,124
)

 Deferred tax asset (liability)

 -

 -

 The Company has Canadian non-capital losses of approximately
$ 25,742,976 (2023 - $ 13,105,517) available for deduction against future taxable income, which if not utilized will expire between the
years of 2039 and 2044. The Company also has Barbados losses of approximately $ 5,531,343 (2023 - $ 3,085,851) which expire between 2029
and 2031. Losses in Botswana of $ 38,060,423 (2023 - $ 4,703,606) do not expire.

 The
potential tax benefit of the non-capital losses has not been recognized in these consolidated financial statements. The
non-capital losses that have not been recognized expire as follows:

OF NON-CAPITAL LOSSES

 $

 $

 $

 2029

 -

 -

 1,433,260

 2030

 -

 -

 1,923,940

 2031

 -

 -

 2,174,143

 2039

 101,573

 -

 -

 2040

 351,131

 -

 -

 2041

 2,756,891

 -

 -

 2042

 3,402,293

 -

 -

 2043

 7,624,794

 -

 -

 2044

 11,506,294

 -

 -

 Indefinite

 -

 38,060,423

 -

 Operating
 loss carryforwards

 25,742,976

 38,060,423

 5,531,343

 F- 32

 Notes

 For

 18.
 GENERAL AND ADMINISTRATIVE EXPENSES

 Details
of the general and administrative expenses are presented in the following table:

 GENERAL
AND ADMINISTRATIVE EXPENSES

 2024
 $

 2023
 $

 Advisory and consultancy

 413,065

 397,599

 Filing fees

 517,488

 285,205

 General office expenses

 564,473

 707,741

 Insurance

 326,193

 341,597

 Investor relations

 362,933

 329,903

 Professional fees

 1,322,957

 934,327

 Salaries and management fees

 2,058,366

 2,163,435

 One-time retirement benefit

 1,168,729

 -

 1,245,974

 487,295

 Total

 7,980,178

 5,647,102

 The
one-time retirement benefit for the year ended December 31, 2024, relates to the retirement of the Company's former Chief Executive
Officer (2023 – $ nil). This amount will be paid over a two-year period beginning January 1, 2025, and ending December 31, 2026,
in equal monthly instalments.

 Share-based
compensation expense for 2024 includes the graded vesting associated with both 2023 and 2024 stock option grants, and the 2024 RSU grants
under the Company's new RSU Plan.

 19.
 SUBSEQUENT EVENTS

 On
March 18, 2025, the Company closed a significant refinancing and the deleveraging of its balance sheet with the
conversion of the Term Loan ( Note 9) into equity (the " Debt Conversion ").

 The
Company completed a private placement financing issuing 153,333,334 units of the Company at a price of $ 0.30 per unit for aggregate
gross proceeds of approximately $ 46 million
(the " March 2025 Private Placement "). Each unit consists of one Common Share and one-half of one warrant. Each
warrant entitles the holder to acquire one additional Common Share at a price of $ 0.55 per
share until March 18, 2028. In addition, the Company issued 4,000,000 Common Shares at an issue price of $ 0.30 per share to TriView
Capital Ltd. for its services as finder.

 In
accordance with the previously announced debt settlement agreement, the Company has issued to Cymbria an aggregate of 69,607,843
units (" Settlement Units ") at a deemed issue price of $ 0.30
per unit in full satisfaction of the $ 20,882,353
principal amount outstanding under the Term Loan, and the settlement of the $ 268,896 accrued interest in cash. Each Settlement Unit
consists of one Common Share and one Common Share purchase warrant (each, a " Settlement Warrant "). Each
Settlement Warrant entitles the holder to acquire one additional Common Share at a price of $ 0.40
per Common Share until March 18, 2028.

 The
Company also entered into advisory services agreements which include assistance with the identification of a new CEO, the Debt Conversion,
and Company strategy. The advisors will continue to provide such services on an ongoing basis until June 30, 2025. The Company issued 12,750,000 Common Shares to the advisors at a deemed price per share of $ 0.30 as consideration for their services. The shares
remain subject to contractual resale restrictions for a 12-month period. The Company also paid its financial advisor a fee of US$ 1,500,000, consisting of US$ 500,000 in cash and US$ 1,000,000
in 3,586,709 Common Shares issued at a price of US$ 0.28 per share.

 The
Company also granted: (i) 5,750,000 stock options with each option having an exercise price of $ 0.50, a term of five years, and vesting
as to one-half on the date of grant and the balance on the first anniversary of the date of grant; and (ii) 3,175,000 RSUs, each RSU
vesting in full on the first anniversary of the date of grant.

 F- 33

 Item
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 Item
9A. CONTROLS AND PROCEDURES.

 Disclosure
Controls and Procedures

 We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange
Act of 1934, as amended (the " Exchange Act ") that are designed to ensure that information required to be disclosed
by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms and that such information is accumulated and communicated to our Chief Executive Officer
and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.

 We
carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Throughout the year,
Management addressed the weaknesses in internal control over financial reporting that were disclosed in our 2023 Form 10-K, namely: lack
of controls and process over significant estimates and judgment applied in assessing complex accounting transactions; lack of segregation
of duties over posting and reviewing complex accounting transactions; and lack of communication between legal consultants and management
related to SEC filing requirements. Management put in place a series of controls including increasing its technical strength through
the engagement of technical consultants and hiring of experienced personnel to address complex, non-routine accounting transactions;
the establishment of more thorough review procedures and documentation to ensure proper segregation of duties; and more routine, timely
engagement of legal counsel to ensure continued, timely compliance with SEC filing requirements. Based on the evaluation of our disclosure
controls and procedures as of December 31, 2024, our senior management concluded that our disclosure controls and procedures are effective.

 - 35 -

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over
financial reporting, defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, is a process designed by, or under the
supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and
procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material
effect on the financial statements.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,
have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect
to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to
reduce, though not eliminate, this risk.

 Management
conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024,
taking into consideration the above-mentioned weaknesses disclosed in our 2023 Form 10-K and corresponding corrective actions. In making
this assessment, management used the criteria set forth in "Internal Control – Integrated Framework (2013)" issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the
Company's internal control over financial reporting was effective as of December 31, 2024.

 Changes
in Internal Control over Financial Reporting

 Subject
to the above remediating controls, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 Item
9B. OTHER INFORMATION.

 Insider
Trading Arrangements

the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act
of 1934, as amended) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such
terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

 Item
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not
applicable.

 - 36 -

 Part
III

 Item
10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Our
Directors and Executive Officers

 Directors
are elected to serve until the next annual general meeting of shareholders or until their successor is duly elected or appointed, their removal by the shareholders,
or their resignation. Directors are elected by a plurality of the votes cast at the annual meeting of shareholders.

 A
majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. Any action required
or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent
in writing to the action.

 Executive
Officers are appointed by the Board and serve at its pleasure.

 The
following table sets forth certain information as of the date of this Report concerning our directors and executive officers:

 Name,
 Position with the Company

 Age

 Principal
 Occupation and Business Experience During the Past Five Years

 Date
 of Appointment

 James
 Gowans

and Independent Chairman

 Corporate

 January
 1, 2024

 Jason
 LeBlanc

 CFO
 of African-based intermediate gold producer, Allied Gold Corporation (2023-current); CFO of Yamana Gold Inc. (2017-2023)

 May
 15, 2023

 Mark
 Christensen

 Founder
 and CEO of KES 7 Capital Inc.

 August
 4, 2023

 Norman
 MacDonald

 Senior
 Advisor, Natural Resources at Fort Capital (2021-2024); Senior Portfolio Manager at Invesco Canada

 June
 24, 2024

 Donald
 Newberry

 CFO
 of Ohio Truck Sales & Fleet Capital (2022-current); CFO of Nexus Engineering (2019-2022)

 October
 12, 2022

 William
 O'Reilly

 Corporate

 August
 9, 2022

 Paul Martin

 Director and Interim Chief Executive Officer

 Interim CEO of Premium Resources Ltd. (January 2025-present); Interim Chief Executive Officer of Red Pine Exploration
(March-August 2024); Interim CEO of Osisko Gold Royalties Ltd (2023); President and CEO of Detour Gold Corporation (2013-2018)

 September 18, 2024

 Peter
 Rawlins

 Senior
 Vice President and Chief Financial Officer

 Chief
 Financial Officer (2023-current); Vice President, Treasurer of Artemis Gold Inc. (2023); Managing Director of Canadian Imperial Bank of
 Commerce (2002-2023)

 August
 8, 2023

 Boris
 Kamstra

 Chief
 Operating Officer of PRIL

 Chief
 Operating Officer of PRIL (1)

 January
 1, 2022

 Timothy
 Moran

 Chief
 Legal Officer and Corporate Secretary

 Chief
 Legal Officer and Corporate Secretary; Corporate Secretary of Premium Nickel Resources Corporation; Principal of Moran Professional
 Corporation

 August
 3, 2022

 Kneipe
 Setlhare

 President
 of PNGPL; President of PNRPL

 President
 of PNGPL; President of PNRPL

 September
 19, 2021

 Sean
 Whiteford

 President
 of PRIL and Former Director;

 President
 of PRIL

 March
 1, 2023

 Sharon
 Taylor

 Vice
 President, Exploration

 Vice
 President, Exploration

 July
 16, 2014

 (1)
 Premium Resources International Ltd. (Barbados)

 - 37 -

 The
biographies of the individuals appointed as directors and executive officers are as follows:

 Board
Biographies

 The
following are brief biographies of the Board:

 James Gowans, Director and Independent
Chairman

 Mr.
Gowans has over 30 years of experience as a senior executive in the mining industry, with notable roles at Debswana Diamond Company in
Botswana, DeBeers SA, DeBeers Canada Inc., PT Inco, Cominco/Teck and Placer Dome Ltd. Mr. Gowans has served on the boards of numerous
Canadian publicly traded mining companies, including Cameco Corporation, Arizona Mining Inc., Trilogy Metals Inc., Detour Gold Corporation,
New Gold Inc., Marathon Gold Corp., Paycore Minerals Inc. and Treasury Metals Inc. where he currently serves as Chairman of the Board. He was also CEO and Interim President of Trilogy Metals Inc., held roles as CEO, President, and Director at Arizona Mining
Inc., and served as co-President of Barrick Gold Corporation before becoming a Senior Advisor to the Chairman of the board of directors of Barrick
Gold Corporation. Mr. Gowans holds a Bachelor of Applied Science in Mineral Engineering degree from the University of British Columbia
and has attended the Banff School of Advanced Management. He is a past Chair of the Mining Association of Canada.

 Jason
LeBlanc, Director

 Mr.
LeBlanc has over 25 years of financial, business and capital markets experience in the mining industry. He is currently the Chief Financial
Officer of Allied Gold Corporation and previously was the Chief Financial Officer of Yamana Gold Inc. from 2017 to 2023, following successively
senior roles with Yamana Gold Inc. since 2006 that included debt and equity raises totaling over $2 billion and extensive M&A and
other corporate transactions totaling over $15 billion. Mr. LeBlanc holds a Master of Finance degree from the University of Toronto and
a Bachelor of Commerce degree from the University of Windsor. He also holds a Chartered Financial Analyst designation.

 Mark
Christensen, Director

 Mark
Christensen has spent the last 30 years as a specialist advisor/banker in public and private capital markets. He has experience in a
broad range of corporate and capital market transactions, from mergers and acquisitions and "grey market" trading, to equity
and debt structured financings totaling in the tens of billions of dollars. Mr. Christensen is the Founder and CEO of KES 7 Capital Inc.,
a Toronto-based, merchant bank and single-family office that targets bespoke investments in the resource, healthcare, real estate and
technology sectors. Prior to founding KES 7 Capital Inc., Mr. Christensen was Vice Chairman and Head of Global Sales and Trading at GMP
Securities (now Stifel Canada), which was one of Canada's largest independent investment banks, where he served as a member of
the Executive Committee, Compensation Committee and New Names Committee. Previously he worked in equity research at Midland Walwyn Capital
Inc. (now Merrill Lynch/Bank of America) and corporate finance at Goepel McDermid Inc. (now Raymond James Financial). Mr. Christensen's
background in geology and geophysics has provided him with valuable insight into extractive resource industries. He holds a Master of
Science degree from the University of Windsor and a Bachelor of Science degree from the University of Hull, United Kingdom.

 - 38 -

 Norman
MacDonald, Director

 Mr.
MacDonald has over 25 years of experience working at natural resource focused institutional investment firms, including over 10 years
as a Senior Portfolio Manager at Invesco. He recently served as Senior Advisor, Natural Resources, at Fort Capital from February 2021
until June 24, 2024. Mr. MacDonald began his investment career at Ontario Teachers' Pension Plan Board, where he worked for three
years in progressive roles from Research Assistant to Portfolio Manager. His next role was as a VP and Partner at Beutel, Goodman &
Co. Ltd. Prior to joining Invesco, he was a VP and Portfolio Manager at Salida Capital. Mr. MacDonald is a director and Chair of the
board of directors at Osisko Gold Royalties. He holds a Bachelor of Commerce Degree from the University of Windsor and is a CFA Charterholder.

 Donald
Newberry, Director

 Mr.
Newberry has over 20 years of experience in a variety of senior financial and project management leadership roles and he is currently
the Chief Financial Officer at Ohio Truck Sales. Don has spent most of his career working internationally in the Mining industry for
Diavik Diamond Mines, Cleveland Cliffs, and Nyrstar. He is experienced in overseeing large mining projects from studies through to execution,
risk management, M&A, integration, and implementing financial controls and oversight of company's assets. Mr. Newberry completed
his Bachelor of Commerce (Accounting) at Ottawa University, Master of Business Administration (MBA) in Global Management at University
of Phoenix, and he also completed the Program for Leadership Development (PLD) at Harvard Business School. He is a Chartered Professional
Accountant / Certified Management Accountant (CPA, CMA).

 William
O'Reilly, Director

 Mr.
O'Reilly is a Corporate Director. He was Managing Partner and a member of the Management Committee of Davies Ward Phillips &
Vineberg LLP, a leading Canadian law firm, from 1997 until his retirement from those positions in 2010. He was a partner of that firm
from 1976 to 2011, except for the period between 1993 and 1996 when he served as an executive officer of Russel Metals Inc., one of North
America's leading metals distribution companies. Mr. O'Reilly served as a Director of Russel Metals Inc. from 2009 to May
2024.

 Paul Martin, Director and Interim
Chief Executive Officer

 Mr. Martin is a mining executive with over 30 years
of experience at the CEO, CFO and director levels, in challenging and changing corporate environments. He has gained significant experience
through his various roles at multi operational mining, royalty and exploration companies listed on the Toronto Stock Exchange, TSX Venture
Exchange and New York Stock Exchange. He is currently serving as Interim CEO of the Company during a CEO transition period. He currently
serves as the Chair of the board of directors of Red Pine Exploration and as a director of Osisko Bermuda Limited. Mr. Martin was Interim
CEO at Osisko Gold Royalties Ltd from July to December 2023 and at Red Pine Exploration from March to August 2024, in each case during
CEO transition periods. He was previously President and CEO at Detour Gold Corporation from 2013 to 2018 and, prior to that, CFO at Detour
from 2008 until 2013. He played a significant role on the senior executive team that permitted, completed a bankable feasibility study,
financed, constructed and brought into operation the large-scale Detour Lake gold mine. Mr. Martin has worked in various senior financial
roles at New Gold Inc., Gabriel Resources Ltd. and TVX Gold Inc. He has significant experience in governance matters related to publicly
listed companies and holds the designation of CPA, CA.

 - 39 -

 Executive
officer Biographies

 The
following are brief biographies of the executive officers of the Company:

 Peter
Rawlins, Senior Vice President & Chief Financial Officer

 Peter
Rawlins was appointed Senior Vice President and Chief Financial Officer in August 2023. In this role, he leads our financial functions,
including capital markets, treasury, financial reporting, and internal controls. Peter brings over 20 years of experience in capital
markets and treasury within the metals and mining sector. His career includes significant tenures at two leading Canadian banks, culminating
in his role as Managing Director in Global Mining at CIBC Corporate Banking. There, he specialized in originating financial solutions
for the metals and mining industry, focusing on negotiating and executing financing structures such as project finance, corporate debt,
streaming arrangements, and risk management strategies.

 Peter
also contributed to Artemis Gold by securing project financing for the Blackwater mining project. He holds a Bachelor of Arts degree,
an Honours Bachelor of Commerce degree, and a Master of Sciences (MSc) degree in Finance. His academic accomplishments, paired with his
extensive practical experience, establish him as a well-rounded and knowledgeable finance professional.

 Boris
Kamstra, Chief Operating Officer of PRIL

 Boris
is a seasoned leader in the Mining industry, with over 25 years of experience in senior and executive roles. Boris is South African
and has worked his entire career within Sub-Saharan Africa. Most recently he was the CEO of Alphamin Resources listed on the TSXV
(TSXV:AFM) as well as the Johannesburg Stock Exchange. He was instrumental in bringing the mine located in North Kivu DRC into full operation
from a greenfield exploration program. Alphamin Resources is now valued at more than US$1B. His workforce was for the greater part local
and was able to integrate strong community involvement as well as an open partnership and business building approach. Boris graduated
as a Civil Engineer B.Sc. cum laude from the University of Cape Town. He is also a member of the South Africa Institute of Mining &
Metallurgy. He holds an MBA from the WITS Business School, University of Witwatersrand (Dean's merit list).

 Timothy
Moran, Chief Legal Officer

 Timothy
Moran is a Canadian corporate and securities law professional with over 30 years of experience advising domestic and international public
and private companies. His clients included companies with mineral exploration interests, blockchain and cryptocurrency business models
and investment holding companies. Prior to acting as in-house counsel and corporate secretary for the Company, Timothy was the Senior
Vice President, Corporate Development and Chief Legal Officer of Gedex Systems Inc., a pre-revenue high technology company specializing
in airborne geophysics exploration. Prior to Gedex Systems Inc., Timothy was a partner for many years at Davies Ward Phillips & Vineberg
LLP with a practice specializing in corporate mergers and acquisitions, takeover bids and securities law areas. Timothy has LLB and MBA
degrees from the University of Western Ontario and a BASc (Industrial Engineering) degree from the University of Toronto.

 Kneipe
Setlhare, President of PNGPL; President of PNRPL

 Mr.
Kneipe Setlhare is a mining engineer with over 14 years of experience in mining operations management, including roles with BCL Mines
and Smelting, and Discovery Metals Limited. His most recent role was Executive Country Manager at Giyani Metals Corp., a public company
listed on the Toronto Stock Exchange. He is currently the Country Director in Botswana, based in the Gaborone Office. Mr. Setlhare has
years of experience managing both private and public companies involved in early-stage exploration, preliminary economic assessment,
feasibility study, mine development and commissioning, mine asset acquisitions and disposals.

 Sean
Whiteford, President of PRIL

 Mr.
Sean Whiteford is an accomplished geologist and mining executive with over 30 years of multi commodity experience within the global resource
sector. He has extensive knowledge of mineral exploration, resource definition, mining, strategy, technology and project studies having
held various corporate, operational and technical roles at BHP, Rio Tinto and Cliffs Natural Resources. Mr. Whiteford also has a strong
business development background and has completed the Advanced Management Program from Columbia Business School. Most recently he was
Vice President, Business Development at Burgundy Diamond Mines Ltd (ASX:BDM) and a Director of PREM. He is a Member of the AUSIMM, PDAC,
and SEG.

 - 40 -

 Sharon
Taylor, Vice President, Exploration

 Ms.
Sharon Taylor holds a B. Sc. from Mount Allison University and an M. Sc. from Queen's University. She has over 35 years of experience
in mineral exploration, including thirteen years with Falconbridge, Noranda, and Xstrata. She has experience in both volcanogenic massive
sulfide and nickel exploration in major mining camps including Kidd Creek, Bathurst, Raglan, Sudbury and Kabanga. Her international exploration
experience includes nickel projects in Tanzania and Greenland. Ms. Taylor's area of expertise is the application and interpretation
of EM data and integrating results from airborne, ground and downhole EM methods.

 Involvement
in Certain Legal Proceedings

 Except
as disclosed below, to our knowledge, during the last ten years, none of our directors and executive officers (including those of our
subsidiaries) has:

 Had
 a bankruptcy petition filed by or against any business of which such person was a General
 Partner or Executive Officer either at the time of the bankruptcy or within two years prior
 to that time.

 Been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding
 traffic violations and other minor offenses.

 Been
 subject to any order, judgment or decree, not subsequently reversed, suspended or vacated,
 of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending
 or otherwise limiting his/her involvement in any type of business, securities or banking
 activities.

 Been
 found by a court of competent jurisdiction in a civil action, the SEC, or the Commodities
 Futures Trading Commission to have violated a federal or state securities or commodities
 law, and the judgment has not been reversed, suspended or vacated.

 Been
 the subject to, or a party to, any sanction or order, not subsequently reversed, suspended
 or vacated, of any self-regulatory organization, any registered entity, or any equivalent
 exchange, association, entity or organization that has disciplinary authority over its members
 or persons associated with a member.

 Been found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 Been the subject of, or a party to, any Federal or
State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an
alleged violation of:

 (i) Any Federal or State securities or commodities
law or regulation; or

 (ii) Any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 (iii) Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity.

 Been the subject of, or a party to, any sanction or order, not subsequently
reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))),
any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange,
association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 James
Gowans was a Director of Gedex Systems Inc. (" Gedex "), a company based in Mississauga, Ontario, Canada. On August
9, 2019, Gedex filed a notice of application in the Ontario Superior Court of Justice (the " Court ") under the Companies'
Creditors Arrangement Act (the " CCAA ") requesting an order approving a sale and investor solicitation process (" SISP ")
in respect of the property, assets and undertakings of Gedex. The notice of application also sought an order appointing Zeifman Partners
Inc. (" Zeifman ") as monitor in the proceedings (in such capacity, the " Monitor "). On August 12,
2019, the Court made an order authorizing and approving, among other things, the commencement of the SISP and a stay of proceedings until
September 11, 2019. On the same date, the Court made an additional order granting Gedex protection from its creditors pursuant to the
CCAA and appointing Zeifman as the Monitor of Gedex. On August 28, 2019, the first report of the Monitor was issued and, on September
3, 2019, the Court issued a further order granting, among other things, an extension of the stay period until December 10, 2019. On December
5, 2019, the Court certified that all matters to be attended to in connection with these CCAA proceedings have been completed and Zeifman
filed its discharge notice on December 23, 2019, terminating the CCAA proceedings.

 Mr.
Christensen was a Director of Lilis Energy, Inc. (" Lilis "), an exploration and production company operating in the
Permian Bason of West Texas and Southeastern New Mexico. Mr. Christensen resigned from the Lilis board of directors on April 14, 2020.
On June 29, 2020, Lilis filed petitions under Chapter 11 of the United States Bankruptcy Code. Lilis announced on June 30, 2020 that
it had received notification dated June 29, 2020 from the NYSE American LLC that Lilis' common stock had been suspended from trading
on the NYSE American and that Lilis was no longer suitable for listing. On December 2, 2020, Lilis announced the closing of the sale
of substantially all of the assets of Lilis and its filing subsidiaries to Ameredev Texas, LLC pursuant to a previously disclosed bankruptcy
court-approved purchase and sale agreement.

 - 41 -

 Code
of Ethics

 The
Board has found that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and
the common law and the restrictions placed by applicable corporate legislation on an individual director's participation in
decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of
management and in the best interests of the Company. The Company is committed to the highest standards of legal and ethical business
conduct, and to that end the Board has adopted a Code of Business Conduct and Ethics on August 9, 2022. The Board and Chair of the
Audit and Risk Management Committee are responsible for overseeing compliance with such Code and the CEO is charged to ensure adherence to
the Code. The Company's directors, officers, employees, consultants and agents are required to certify annually that they have
read and understand such Code. A copy of such Code is available on the Company's website at  The
Company's website is not incorporated in this Report.

 Insider
Trading Policy

 The Company has adopted insider trading policies and
procedures governing the purchase, sale, and/or other dispositions of its securities by directors, officers and employees, or the Company
itself. These policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations,
and any listing standards applicable to the Company. The Company's insider trading policies and procedures are filed as an exhibit
to this Report.

 Delinquent
Section 16(a) Reports

 As
a foreign private issuer, Section 16(a) of the Exchange Act does not apply to our directors and executive officers, or anyone who beneficially
owns ten percent (10%) or more of our Common Shares.

 Item
11. EXECUTIVE COMPENSATION.

 Executive
Officer Compensation

 For
2024, we are providing compensation disclosure that complies with the requirements of the Canadian Securities Administrators, together
with certain additional disclosure, without compromising required Canadian disclosure. As a foreign private issuer (as defined under
the applicable SEC rules), we are permitted by Item 402(a)(1) of SEC Regulation S-K to respond to this Item 11 by providing the information
required by Items 6.B., 6.E.2 and 6.F of Form 20-F.

 - 42 -

 The
purpose of this section is to describe the compensation of the executive officers and the directors of the Company in accordance with
Form 51-102F6V – Statement of Executive Compensation – Venture Issuers of the Canadian Securities Administrators.

 For
the financial year ended December 31, 2024, the executive officers of the Company were:

 Keith
 Morrison, Chief Executive Officer and Director;

 Peter
 Rawlins, Senior Vice President and Chief Financial Officer; and

 Boris
 Kamstra, Chief Operating Officer of PRIL.

and Executive Officer Compensation, Excluding Compensation Securities

 The
following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by
the Company, or a subsidiary of the Company, to each named executive officer and director, in any capacity, other than Options, RSUs
and DSUs and other compensation securities, for the two most recently completed financial years.

 Table
of Compensation Excluding Compensation Securities

 Name and Position

 Year

 Salary, Consulting Fee, Retainer or Commission ($)

 Bonus ($)

 Committee or Meeting Fees ($)

 Value of Perquisites ($)

 Value of All Other Compensation ($)

 Total Compensation ($)

 Keith Morrison (1)

 2024

 551,376

 Nil

 Nil

 Nil

 1,168,729

 1,720,105

 Former Chief Executive Officer and Former Director

 2023

 556,538

 Nil

 Nil

 Nil

 Nil

 556,538

 Peter Rawlins

 2024

 400,000

 Nil

 Nil

 Nil

 Nil

 400,000

 Senior Vice President and Chief Financial Officer

 2023

 127,067

 Nil

 Nil

 Nil

 Nil

 127,067

 Boris Kamstra

 2024

 863,340
 (2)

 Nil

 Nil

 Nil

 Nil

 863,340

 Chief Operating Officer of PRIL

 2023

 793,066

 Nil

 Nil

 Nil

 Nil

 793,066

 Paul Martin

 2024

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 Director and Interim Chief Executive Officer

 2023

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 John Hick (3)

 2024

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 Former Director

 2023

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 James Gowans

 2024

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 Director and Independent Chairman

 2023

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 Jason LeBlanc

 2024

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 2023

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 Mark Christensen

 2024

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 2023

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 Norman MacDonald (4)

 2024

 58,500

 Nil

 Nil

 Nil

 Nil

 58,500

 2023

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 Donald Newberry

 2024

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 2023

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 William O'Reilly

 2024

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 2023

 Nil

 Nil

 Nil

 Nil

 Nil

 Nil

 (1)

 Mr.
 Morrison retired as Chief Executive Officer on December 31, 2024. Compensation for Mr. Morrison's former position as Chief Executive
 Officer was paid to Breniklan Limited, a private company controlled by Mr. Morrison, which provided the services of Mr. Morrison
 as the Company's Chief Executive Officer. Mr. Morrison did not receive any compensation for his services as a Director of the
 Company. See " Employment, Consulting and Management Agreements ". The $1,168,729 of other compensation payable
 to Mr. Morrison in 2024 is comprised of a retirement benefit payable to Mr. Morrison over 24 months. See " Employment, Consulting
 and Management Agreements ".

 (2)

 Mr.
 Kamstra's consulting fees were paid in USD and converted at the average annual exchange rate of USD 1.00:CAD 1.4389. These
 fees were paid to ANZAC Consulting Ltd., a private company controlled by Mr. Kamstra, which provides the services of Mr. Kamstra
 as the Company's Chief Operating Officer of PRIL. See " Employment, Consulting and Management Agreements ".

 (3)

 Mr.
 Hick was Lead Director of the Company until the appointment of James Gowans as Chair of the Board on January 1, 2024. Mr. Hick resigned
 as a Director of the Company effective September 18, 2024.

 (4)

 Paid
 to NAM Management Ltd., a private Company controlled by Norman MacDonald, which provides the consulting services of Mr. MacDonald.
 See " Employment, Consulting and Management Agreements ". These fees were not related to Mr. MacDonald acting in
 his capacity as a Director, and Mr. MacDonald did not receive any compensation for his services as a Director of the Company.

 See
" Employment, Consulting and Management Agreements " below for disclosure relating to any external management company
employing or retaining individuals acting as executive officers of the Company, or that provide the Company's executive management
services.

and Other Compensation Securities

 The
following table sets forth certain information in respect of all compensation securities granted or issued to each named executive
officer and director by the Company or one of its subsidiaries in the financial year ended December 31, 2024, for services provided
or to be provided, directly or indirectly, to the Company or any of its subsidiaries.

 - 43 -

Securities

 Name
 and Position

 Type
 of

 of

 Securities,

 of

 Underlying

 Securities,
 and

 Percentage
 of

 Class

 Date
 of Issue

 or
 Grant

 Issue,

 Conversion

 or
 Exercise

 Price
 ($)

 Closing

 Price
 of

 or

 Underlying

 on

 Date
 of

 Grant
 ($)

 Closing

 Price
 of Security or

 Underlying

 at

 Year
 End ($)

 Expiry
 Date

 Keith
 Morrison (1)
 Former Chief Executive Officer and Former Director

 RSUs

 750,000

 250,000

 Aug
 14, 2024 (2)

 Aug
 22, 2024 (3)

 1.10

 N/A

 0.81

 0.71

 0.44

 0.44

 Aug

 Dec 15, 2027

 Peter
 Rawlins (4)
 Senior Vice President and Chief Financial Officer

 375,000

 Aug

 1.10

 0.81

 0.44

 Aug

 Boris
 Kamstra (5)
 Chief Operating Officer of PRIL

 RSUs

 135,000

 110,000

 Aug

 Aug 22, 2024

 1.10

 N/A

 0.81

 0.71

 0.44

 0.44

 Aug

 Dec 15, 2027

 Paul
 Martin (6)

 Director and Interim Chief Executive Officer

 DSUs (7)

 DSUs

 8,385

 175,000
 45,000

 Sep
 30, 2024

 Dec 4, 2024 (15)

 0.70

0.49

 0.45

 0.79

 0.48
 0.44

 0.44

0.44

 0.44

 NA

 Dec 4, 2029
 NA

 John
 Hick (8)
 Former Director

 DSUs

 DSUs

 DSUs

 50,000

 55,555

 55,900

 Aug

 1.10

 0.90

 0.81

 0.70

 0.81

 1.00

 0.83

 0.79

 0.44

 0.44

 0.44

 0.44

 Aug

 NA

 NA

 NA

 James
 Gowans (9)

 and Independent Chairman

 DSUs

 DSUs

 DSUs

 DSUs

 50,000

 69,444

 77,160

 89,285

 62,500

 Aug

 1.10

 0.90

 0.81

 0.70

 0.45

 0.81

 1.00

 0.83

 0.79

 0.44

 0.44

 0.44

 0.44

 0.44

 0.44

 Aug

 NA

 NA

 NA

 NA

 Jason
 LeBlanc (10)

 DSUs

 DSUs

 DSUs

 DSUs

 47,222

 52,469

 60,714

 42,500

 Aug

 1.10

 0.90

 0.81

 0.70

 0.45

 0.81

 1.00

 0.83

 0.79

 0.44

 0.44

 0.44

 0.44

 0.44

 0.44

 Aug

 NA

 NA

 NA

 NA

 Mark
 Christensen (11)

 DSUs

 DSUs

 DSUs

 DSUs

 45,833

 50,925

 59,394

 43,750

 Aug

 1.10

 0.90

 0.81

 0.70

 0.45

 0.81

 1.00

 0.83

 0.79

 0.44

 0.44

 0.44

 0.44

 0.44

 0.44

 Aug

 NA

 NA

 NA

 NA

 Norman
 MacDonald (12)

 DSUs

 DSUs

 DSUs

 2,983

 52,251

 38,750

 Aug

 1.10

 0.81

 0.70

 0.45

 0.81

 0.83

 0.79

 0.44

 0.44

 0.44

 0.44

 0.44

 Aug

 NA

 NA

 NA

 Donald
 Newberry (13)

 DSUs

 DSUs

 DSUs

 DSUs

 50,000

 55,555

 64,285

 45,000

 Aug

 1.10

 0.90

 0.81

 0.70

 0.45

 0.81

 1.00

 0.83

 0.79

 0.44

 0.44

 0.44

 0.44

 0.44

 0.44

 Aug

 NA

 NA

 NA

 NA

 William
 O'Reilly (14)

 DSUs

 DSUs

 DSUs

 DSUs

 50,000

 55,555

 63,354

 40,000

 Aug

 1.10

 0.90

 0.81

 0.70

 0.45

 0.81

 1.00

 0.83

 0.79

 0.44

 0.44

 0.44

 0.44

 0.44

 0.44

 Aug

 NA

 NA

 NA

 NA

 (1)
 As
at December 31, 2024, Mr. Morrison held 3,938,194 Options exercisable for 3,938,194 Common Shares, and 250,000 RSUs redeemable for 250,000
Common Shares.

 (2)
 The
 options granted on August 14, 2024, vest annually in equal thirds beginning on the date of
 grant. These options will be fully vested on August 14, 2026.

 - 44 -

 (3)

 The
 RSUs granted on August 22, 2024, vest annually in equal thirds beginning on the first anniversary date of the grant. These RSUs will
 be fully vested on August 22, 2027.

 (4)

 As
 at December 31, 2024, Mr. Rawlins held 1,100,000 Options exercisable for 1,100,000 Common Shares.

 (5)

 As
 at December 31, 2024, Mr. Kamstra held 1,025,000 Options exercisable for 1,025,000 Common Shares, and 110,000 RSUs redeemable for
 110,000 Common Shares.

 (6)

 Mr.
 Martin was appointed to the Board on September 18, 2024. As at December 31, 2024, Mr. Martin held 175,000 Options exercisable for
 175,000 Common Shares, and 53,385 DSUs. 175,000 Options were received for services performed as Interim Chief Executive Officer,
 and 53,385 DSUs were received for services performed as a Director.

 (7)

 The
 issue price of the DSUs is based on a 5-day VWAP of PREM Common Shares prior to the last trading day of each quarter.

 (8)

 As
 at December 31, 2024, Mr. Hick held 190,000 Options exercisable for 190,000 Common Shares, and 408,279 DSUs.

 (9)

 Mr.
 Gowans was appointed to the Board on January 1, 2024. As at December 31, 2024, Mr. Gowans held 50,000 Options exercisable for 50,000
 Common Shares, and 298,389 DSUs.

 (10)

 As
 at December 31, 2024, Mr. LeBlanc held 93,288 Options exercisable for 93,288 Common Shares, and 283,753 DSUs.

 (11)

 As
 at December 31, 2024, Mr. Christensen held 70,822 Options exercisable for 70,822 Common Shares, and 250,228 DSUs.

 (12)

 Mr.
 MacDonald was appointed to the Board on June 24, 2024. As at December 31, 2024, Mr. MacDonald held 30,000 Options exercisable for
 30,000 Common Shares, and 93,984 DSUs.

 (13)

 As
 at December 31, 2024, Mr. Newberry held 130,000 Options exercisable for 130,000 Common Shares, and 386,697 DSUs.

 (14)

 As
 at December 31, 2024, Mr. O'Reilly held 130,000 Options exercisable for 130,000 Common Shares, and 390,029 DSUs.

 (15)

 The
 options granted on December 4, 2024, vested in full on the date of grant.

 Exercise
of Compensation Securities

 No
executive officers or directors of the Company exercised compensation securities during the financial year ended December 31, 2024.

 Option
Plans and Other Incentive Plans

 Option
Plan

 The
Company's option plan (the " Option Plan "), as amended, is a " fixed " share option plan,
pursuant to which PREM may issue up to 27,100,000 Options to eligible persons (as defined below), provided that the number of Common
Shares reserved for issuance from treasury under the Option Plan and all other security-based compensation arrangements of the
Company and its subsidiaries shall not, in the aggregate, exceed 20% of the number of Common Shares then issued and outstanding. As
of December 31, 2024, 19,066,321 Options have been granted and 15,586,771 Options are outstanding under the Option
Plan. The Option Plan was approved by the Company's shareholders on September 20, 2023.

under the Option Plan may be granted by the Board to " eligible persons ", who are directors, officers, employees or
consultants of PREM or its subsidiaries, eligible persons who are employees of a company providing management services to PREM, or, in
certain circumstances, charitable organizations. Options granted under the Option Plan have a maximum exercise period of up to 10 years,
as determined by the Board.

 The
Option Plan limits the number of Options which may be granted to any one individual to not more than 5% of the total Common Shares
in any 12-month period (unless otherwise approved by the " disinterested shareholders " of the Company). A
" disinterested shareholder " is a shareholder who is not a director, officer, promoter, or other insider of the
Company, or its associates or affiliates, as such terms are defined under the Securities Act (Ontario). In addition, unless
otherwise approved by the Company's disinterested shareholders, the number of Common Shares issuable under the Option Plan to all
insiders of the Company as a group shall not exceed 10% of the total Common Shares at any point in time.

 The
number of Options granted to any one consultant or investor relations service provider in any 12-month period must not exceed 2% of the
total issued Common Shares. Options granted to investor relations service providers shall vest in stages over at least a one-year period,
in accordance with the policies of the TSXV. Subject to the foregoing, any Options granted under the Option Plan will not be subject
to any vesting schedule, unless otherwise determined by the Board or required by the policies of the TSXV.

 The
number of Options granted to all eligible charitable organizations in the aggregate must not exceed 1% of the Common Shares on the date
of grant, which Options shall expire on or before the earlier of: (i) the date that is ten years from the grant date; or (ii) the 90 th
 day following the date that the holder of such Options ceases to be an eligible charitable organization under the Option Plan.

 - 45 -

under the Option Plan may be granted at an exercise price which is at or above the current discounted market price (as defined under
the policies of the TSXV) on the date of the grant. In the event of the death or permanent disability of an optionee, any Option
granted to such optionee will be exercisable upon the earlier of 365 days from the date of death or permanent disability, or the expiry
date of the Option. In the event of the resignation of an optionee, or the termination or removal of an optionee without just cause,
any vested Option granted to such optionee will be exercisable for a period ending on the earlier of: (i) the expiry date of such Option
determined as at the date of grant thereof; and (ii) the expiration of 90 days (or such longer period, not to exceed 12 months, as may
be specified by resolution of the Board) following the effective date of such resignation or termination. In the event of termination
for cause, any unexercised Option granted to such optionee will be cancelled as at the date of termination.

may be exercised by the holder thereof: (i) by delivering to PREM a notice specifying the number of Common Shares in respect of which the
Option is exercised together with payment in full of the exercise price for each such Common Share; (ii) through a cashless exercise mechanism
whereby the Company has certain arrangements with a brokerage firm; or (iii) through a net exercise mechanism whereby the optionee receives
only the number of Common Shares that is equal to the quotient obtained by dividing (A) the product of the number of Options being exercised
and the difference between the 5-day VWAP on the TSXV immediately preceding the exercise and the exercise price of the subject Option
by (B) the 5-day VWAP of the underlying Common Shares.

 DSU
Plan

 The
Company's deferred share unit plan (" DSU Plan ") was adopted by the Board on December 26, 2022 and approved by
the Company's shareholders on September 20, 2023. The DSU Plan enables the Company, upon approval by the Board, to grant deferred share units
to eligible non-management directors.

 Purpose

 The
purpose of the DSU Plan is to advance the interests of the Company and its subsidiaries by: (i) increasing the proprietary interests
of non-executive directors in the Company; (ii) aligning the interests of non-executive directors of the Company with the interests of
the Company's shareholders generally; and (iii) furnishing non-executive directors with an additional incentive in their efforts on behalf
of the Company.

 Eligibility

 Each
director of the Company in office on December 26, 2022, being the effective date of the DSU Plan (the " Effective Date "),
became a member of the DSU Plan (" DSUP Member "). Each person who becomes a director at any time subsequent to the
Effective Date shall thereupon, without further or other formality, become a member of the DSU Plan. For greater certainty, no investor
relations service providers may receive any DSUs under the DSU Plan in their capacity as an Investor Relations Service Provider.

 Share
Limits and DSU Market Price

 The
aggregate number of Common Shares made available for issuance from treasury under the DSU Plan shall not exceed 5,000,000 Common Shares,
provided that the number of Common Shares reserved for issuance from treasury under the DSU Plan and all other security-based compensation
arrangements of the Company and its subsidiaries shall not, in the aggregate, exceed 20% of the number of Common Shares then issued and
outstanding. As of December 31, 2024, 2,164,744 DSUs have been granted under the DSU Plan.

 Each
DSU will have a notional value equal, on any particular date, to the volume weighted average trading price of the Common Shares for the
five (5) consecutive trading days prior to such date (" DSU Market Price ").

 - 46 -

 Granting
Restrictions

 The
grant of DSUs under the DSU Plan is subject to a number of restrictions:

 (a)
 the
 aggregate number of Common Shares issuable at any time to Insiders (as defined in the DSU Plan)
 under the DSU Plan and all other security-based compensation arrangements of the Company
 and its subsidiaries shall not, in the aggregate, exceed 10% of the issued and outstanding
 Common Shares, calculated on a non-diluted basis (unless disinterested shareholder approval
 is obtained pursuant to the Corporate Finance Manual of the TSXV);

 (b)
 within
 any one-year period, the Company shall not issue to Insiders under the DSU Plan and all other
 security-based compensation arrangements of the Company and its subsidiaries, in the aggregate,
 a number of Common Shares exceeding 10% of the issued and outstanding Common Shares, calculated
 on a non-diluted basis (unless disinterested shareholder approval is obtained pursuant to
 the Corporate Finance Manual of the TSXV); and

 (c)
 within
 any one-year period, the Company shall not issue to any one person, or companies wholly-owned
 by that person, under the DSU Plan and all other security-based compensation arrangements
 of the Company and its subsidiaries, in the aggregate, a number of PREM Common exceeding
 5% of the issued and outstanding Common Shares, calculated on a non-diluted basis.

 Administration
of Grants

 The
Board may, at any time, grant DSUs to directors of the Company in consideration of service for any period specified in the resolution
authorizing such grant (except in lieu of accrued and unpaid compensation amounts).

 In
addition, DSUP Members may elect to receive DSUs instead of cash remuneration in respect of his or her annual retainer, committee retainer
and meeting fees (or any portion thereof). The number of DSUs to be notionally credited to DSUP Members in lieu of cash remuneration
shall be determined on a quarterly basis, as of the final day of any quarterly period (the " Crediting Date "), calculated
as the quotient obtained when (i) the aggregate value of the cash remuneration that would have been paid to such DSUP Member, is divided
by (ii) the DSU Market Price as of the last day of such quarterly period.

 Unless
otherwise specified by the Board and/or included in any award agreement, DSUs credited to a DSUP Member shall be fully vested on the
applicable Crediting Date.

 Redemption

 The
DSUs credited to the account of a director may only be redeemed following the date upon which the holder ceases to be a director. Depending
upon the country of residence of a director, the DSUs may be redeemed at any time prior to December 15 in the calendar year following
the year in which the holder ceases to be a director and may be redeemed in as many as four installments. Upon redemption, the holder
is entitled to a cash payment equal to the number of DSUs redeemed multiplied by the DSU Market Price on that date. The Company has the
right to elect to settle redemption payments in Common Shares in lieu of cash.

 The
Company will deduct or withhold from any payment or settlement in Common Shares, for the benefit of a DSUP Member, any amount required
in order to comply with the applicable provisions of any federal or provincial law relating to the withholding of tax or the making of
any other source deductions.

 No
Shareholder Rights

 DSUs
are different from Common Shares and will not entitle a DSUP Member to any shareholder rights, including, without limitation, voting rights,
dividend entitlement or rights on liquidation.

 - 47 -

 Suspension,
Termination or Amendments

 The
Board may amend, suspend or terminate (and re-instate) the DSU Plan in whole or in part, or amend the terms of DSUs credited in accordance
with the DSU Plan, without approval of the Company's shareholders. However, such suspension, termination or amendment is subject to the receipt
of all required regulatory approvals including, without limitation, the approval of the TSXV.

 If
any such amendment, suspension or termination will materially or adversely affect the rights of a DSUP Member with respect to DSUs credited
to such director, then the written consent of the DSUP Member will be obtained. However, a DSUP Member's written consent will not
be required if such amendment, suspension or termination is required in order to comply with applicable laws, regulations, rules, orders
of government or regulatory authorities or the requirements of any stock exchange on which shares of the Company are listed.

 In
addition, the Company may not make the following amendments to the DSU Plan without the approval of the Company's shareholders: (i) an amendment
to remove or exceed the insider participation limit prescribed by the Corporate Finance Manual of the TSXV; (ii) an amendment to
increase the maximum number of Common Shares made available for issuance from treasury under the DSU Plan; (iii) an amendment to modify
the definition of " Eligible Director " in the DSU Plan; or (iv) an amendment to the amending provision within the DSU
Plan.

 If
the Board (or such other committee of the directors appointed to administer the DSU Plan) terminates the DSU Plan, DSUs previously credited
to DSUP Members will remain outstanding and in effect and be settled in due course in accordance with the terms of the DSU Plan.

 Non-Transferability
of Awards

 Except
as otherwise may be expressly provided for under the DSU Plan or pursuant to a will or by the laws of descent and distribution, no right
or interest of a DSUP Member under the DSU Plan is assignable or transferable.

 Clawback

 All
DSUs granted under the DSU Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in
effect or as may be adopted by the Board.

 RSU
Plan

 The
restricted share unit plan (" RSU Plan ") was adopted by the Board on August 22, 2024, and approved by the Company's shareholders
on October 29, 2024. The RSU Plan enables the Company upon approval by the Board to grant restricted share units to eligible participants.

 Purpose

 The
purpose of the RSU Plan is to provide long-term incentive compensation to employees of the Company or its subsidiaries, provide additional
incentive for their continued efforts in promoting the growth and success of the business of the Company, and assist the Company in attracting
and retaining senior management personnel and other employees.

 Eligibility

 Any
director, officer, employee, consultant or management company employee, other than any investor relations service providers, of the Company
or any subsidiary of the Company, is eligible under the RSU Plan. The Board has sole discretion to determine who is eligible under the
RSU Plan and to whom RSUs may be granted, subject to the express provisions of the RSU Plan and the rules and policies of the TSXV.

 - 48 -

 Share
Limits and Market Price

 The
aggregate number of Common Shares made available for issuance from treasury under the RSU Plan shall not exceed 5,000,000 Common
Shares, provided that the number of Common Shares reserved for issuance from treasury under the RSU Plan and all other
security-based compensation arrangements of the Company and its subsidiaries shall not, in the aggregate, exceed 20% of the number
of Common Shares then issued and outstanding. As of December 31, 2024, 1,000,000 RSUs have been granted under the RSU
Plan.

 Each
RSU will have a notional value equal, on any particular date, to the volume weighted average trading price of the Common Shares for the
five (5) consecutive trading days prior to such date (" RSU Market Price ").

 Dividends

 A
participant shall be credited on each dividend payment date (other than stock dividends payable in Common Shares), with additional RSUs.
The number of additional RSUs shall be determined by dividing: (a) the product obtained by multiplying (i) a dollar amount equal to such
dividend declared and paid by the Company on the Common Shares on a per share basis, by (ii) the number of RSUs held by the participant
on the record date for the payment of any such dividend; by (b) the RSU Market Price of Common Shares on such dividend payment date.

 Granting
Restrictions

 The
grant of RSUs under the RSU Plan is subject to a number of restrictions, including that:

 (a)
 the
 aggregate number of Common Shares issuable at any time to Insiders (as defined in the RSU Plan)
 under the RSU Plan and all other security-based compensation arrangements of the Company
 and its subsidiaries shall not, in the aggregate, exceed 10% of the issued and outstanding
 Common Shares, calculated on a non-diluted basis (unless disinterested shareholder approval is obtained
 pursuant to the rules and policies of the TSXV);

 (b)
 within
 any one-year period, the Company shall not issue to Insiders under the RSU Plan and all other
 security-based compensation arrangements of the Company and its subsidiaries, in the aggregate,
 a number of Common Shares exceeding 10% of the issued and outstanding Common Shares, calculated on
 a non-diluted basis (unless disinterested shareholder approval is obtained pursuant to the
 rules and policies of the TSXV);

 (c)
 within
 any one-year period, the Company shall not issue to any one consultant under the RSU Plan
 and all other security-based compensation arrangements of the Company and its subsidiaries,
 in the aggregate, a number of Common Shares exceeding 2% of the issued and outstanding Common
 Shares, calculated on a non-diluted basis; and

 (d)
 within any one-year period, the Company shall not issue to any one person,
or companies wholly-owned by that person, under the RSU Plan and all other security-based compensation arrangements of the Company and
its subsidiaries, in the aggregate, a number of Common Shares exceeding 5% of the issued and outstanding Common Shares, calculated on
a non-diluted basis.

 Administration
of Grants

 The
Board may, at any time other than from December 5 to December 31 in any year, grant RSUs to eligible participants in consideration of
service for any period specified in the resolution authorizing such grant (except in lieu of accrued and unpaid compensation amounts).

 - 49 -

 Unless
otherwise specified by the Board and/or included in any award agreement, RSUs granted to a participant shall vest (a) as to one-third
on the first anniversary of the date that such RSU was granted (the " RSU Grant Date "), (b) as to one-third on the
second anniversary of the RSU Grant Date, and (c) as to the remaining one-third on the earlier of the third anniversary of the RSU Grant
Date and the business day immediately preceding the expiry date of the granted RSUs.

 The
Board may specify any additional conditions to the vesting of the RSUs, as set out in the relevant award agreement.

 Redemption

 Depending
upon the country of residence of the participant, the holder may be entitled to redeem RSUs on the earlier of either twenty-five
days following the Vesting Date (as defined in the RSU Plan), or a date agreed on by the Company and the holder. Upon redemption,
the holder is entitled to either a cash payment equal to the RSU Market Price on the Vesting Date, or one Share, at the
Company's discretion.

 The
Company will deduct or withhold from any payment or settlement in Common Shares, for the benefit of the participant, any amount
required in order to comply with the applicable provisions of any federal or provincial law relating to the withholding of tax or
the making of any other source deductions.

 No
Shareholder Rights

 RSUs
are different from Common Shares and will not entitle any shareholder rights, including, without limitation, voting rights, dividend
entitlement or rights on liquidation.

 Suspension,
Termination or Amendments

 The
Board may amend, suspend or terminate the RSU Plan in whole or in part, or amend the terms of RSUs credited in accordance with the
RSU Plan, without approval of the Company's shareholders. However, such suspension, termination or amendment is subject to the
receipt of all required regulatory approvals including, without limitation, the approval of the TSXV.

 If
any such amendment, suspension or termination will materially or adversely affect the rights of a participant with respect to RSUs credited
to such participant, then the written consent of the participant will be obtained.

 If
the Board (or such other committee of the directors appointed to administer the RSU Plan) terminates the RSU Plan, the Board may determine
whether the RSUs credited shall be vested on the date of the termination of the RSU Plan or held and vested at a later date.

 Non-Transferability
of Awards

 Except
in the case of a death of a participant, no right or interest of a participant under the RSU Plan is assignable or transferable. Such
rights or interests shall not be encumbered by any means.

 Clawback

 All
RSUs granted under the RSU Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in
effect or as may be adopted by the Board.

 Employment,
Consulting and Management Agreements

 The
following is a description of the material terms of each agreement or arrangement under which compensation was provided during the financial
year ended December 31, 2024, or is payable in respect of services provided to the Company or any of its subsidiaries that were performed
by a director or executive officer.

 - 50 -

 Keith
 Morrison

 Keith
Morrison and the Company entered into an employment agreement dated December 15, 2014, setting out the terms and conditions of Mr. Morrison's
employment as Chief Executive Officer of the Company.

 Effective
on June 1, 2018, the Company and Mr. Morrison agreed to amend the terms of Mr. Morrison's employment from direct employment to
contracted consultant. In connection with the foregoing, the Company and Lacnikdon Limited, a private company controlled by Mr. Morrison,
entered into a service agreement, pursuant to which Lacnikdon Limited provided the services of Mr. Morrison as the Company's Chief
Executive Officer. In 2022, the Company terminated its agreement with Lacnikdon Limited and entered into a services agreement with Breniklan
Limited, a private company controlled by Mr. Morrison for his continuing service as Chief Executive Officer of the Company. Under the
services agreement, Breniklan Limited was entitled to a monthly service fee of $48,697.04. All such amounts were paid to Mr. Morrison
and attributable to the services he provided to the Company.

 In
anticipation of Mr. Morrison's retirement from the Company, the agreement with Brenicklan was amended on December 1, 2024. The
Company will pay Brenicklan Limited a total of $1,168,728.96, payable in 24 equal monthly instalments of $48,697.04 beginning January
31, 2025, and ending December 31, 2026. This amount is payable to Brenicklan Limited irrespective of any future services to be provided
by Mr. Morrison. The contract with Mr. Morrison will terminate on December 31, 2026, and consideration for any future services provided,
of which will only be at the request of the Company, will be payable at an hourly rate of $450. Under the amended agreement, Mr. Morrison
will continue to be an eligible participant under the Company's various security-based compensation arrangements, and therefore
previously granted equity compensation will continue to vest in accordance with the plans.

 Peter
Rawlins

 Peter
Rawlins and PREM entered into an employment agreement effective July 20, 2023 providing for Mr. Rawlin's employment as Chief Financial Officer
commencing September 18, 2023. The agreement provides for an annual rate of base salary equal to $400,000.

 If
Mr. Rawlins' employment is terminated by Mr. Rawlins himself, for good reason, or by the Company without cause, in each case as
set out and defined in the employment agreement, (other than on account of Mr. Rawlins' death or permanent disability) in either
case within twenty-four (24) months following a change of control of PREM, on such termination date, he shall be entitled to: (i) a lump
sum payment in lieu of notice equal to 1.75 times the sum of Mr. Rawlins' base salary plus the average annual incentive compensation
paid to Mr. Rawlins calculated based upon the last three fiscal years ended immediately preceding the termination date; (ii) the continuation
of medical, dental and pension benefits for a twenty-four (24) month period; and (iii) any other payments owed to Mr. Rawlins. In addition,
any unvested securities convertible into or exchangeable for securities or shares of the Company or any affiliate or any other equity
linked entitlements related to the Common Shares shall be accelerated so that such rights become immediately exercisable for a period
of 180 days after such termination date. If Mr. Rawlin's employment is terminated without cause, other than within two years following
a change of control, on such termination date, he shall be entitled to: (i) a lump sum payment in lieu of notice equal to 1.75 times
the sum of Mr. Rawlins' base salary plus the average of the annual cash performance bonus paid to Mr. Rawlins in the last three
fiscal years immediately preceding the termination date; (ii) the continuation of medical, dental and pension benefits for a twenty-one
(21) month period; and (iii) any other payments owed to Mr. Rawlins.

 The estimated payment under Mr. Rawlin's employment
agreement resulting from a change of control is $1,449,032. The estimated payment under Mr. Rawlin's employment agreement resulting from
a termination without cause is $743,750.

 Boris
Kamstra

 Boris Kamstra is the Chief Operating Officer of PRIL.
PRIL entered into a consulting agreement with ANZAC Consulting Ltd (" ANZAC ") dated January 1, 2023. Under the agreement,
ANZAC provides the services of Mr. Kamstra who is responsible for providing leadership for and input to the design, build, redevelopment
and commissioning of the Company's projects in Botswana, delivering Stage 3 (Hot Commissioning) wherein the projects are producing
commercial levels of saleable concentrates, and assuming responsibility and authority for the effective leadership and management of the
re-engineering, engineering, construction and commissioning of the Botswana projects so as to confidently and reasonably project financial
results in line with objectives as provided by the Company. PRIL agreed to pay ANZAC a monthly service fee of US$50,000. All such amounts
are paid to Mr. Kamstra and attributable to the services he provided to PRIL. The agreement may be terminated by either PRIL or ANZAC
on 90 days' written notice and does not contain any change of control, severance or constructive dismissal provision.

 - 51 -

 Norman
MacDonald

 PREM,
Norman MacDonald and NAM Management Ltd. (" NAM "), a private company controlled by Mr. MacDonald, entered into a consulting
agreement dated June 24, 2024. Under the consulting agreement, NAM provided the services of Mr. MacDonald and performed such services
for PREM as agreed to from time to time by PREM and NAM. The initial services included providing advice and assistance to PREM, in collaboration
with the Chief Executive Officer, the Chief Financial Officer and other senior officers of PREM and its affiliates, in connection with
(i) the capital markets strategy of PREM and the execution thereof, (ii) the other financing strategies and opportunities of PREM, (iii)
capital budgeting, and (iv) such other advice or services as PREM may reasonably request from time to time. The Company incurred $58,500
under this agreement in 2024, and all such amounts were paid to Mr. MacDonald and attributable to the services he provided to the Company.
In September 2024, this consulting agreement was mutually terminated.

 Estimated
Incremental Payments

 The
following shows the estimated incremental payments that would be payable to each of the executive officers of the Company in the event
of a change of control or termination without cause of such executive officers on December 31, 2024.

 Name

 Estimated Change of Control

 Payment (1)
 ($)

 Estimated Termination Without

 Cause
 Payment (2) ($)

 Peter Rawlins, Senior Vice President and Chief Financial Officer

 1,449,032

 743,750

 Note:

 (1)
 the sum of (a) 1.75 times the sum of: (i) the executive's base salary; and (ii) the
 value of the incentive options granted, and (b) 24 months of medical and dental benefits.

 (2)
 1.75 times the executive's base salary and 21 months of medical and dental benefits.

 Oversight
and Description of Director and Executive Officer Compensation

 The
Company has a Human Resources and Compensation Committee (" HRCC "), currently comprised of
Paul Martin (Chair), Jason LeBlanc and Mark Christensen.

 The
HRCC is responsible for overseeing the Company's remuneration policies and practices and determining the compensation
of the executive officers and directors. The HRCC meets on an annual basis to determine such compensation on a discretionary basis and in accordance with
the Company's executive compensation program.

 The
Company's executive compensation program has three principal components: base salaries, consulting fees and equity incentive plans,
including Options, DSUs and RSUs.

 Base

 The
Company provides executive officers with base salaries or consulting fees, which represent their minimum compensation for services rendered,
or expected to be rendered. The executive officers' base compensation depends on the scope of their experience, responsibilities,
leadership skills, performance, length of service, general industry trends and practices, competitiveness and the Company's existing
financial resources.

 The
amount of base compensation is determined through negotiation of employment terms with each executive officer and is determined on an
individual basis. While base compensation is intended to fit into the Company's overall compensation objectives by serving to attract
and retain talented executive officers, the size of the Company and the nature and stage of its business also impacts the level of base
compensation. Compensation is set with informal reference to the market for similar jobs in Canada and internationally.

 - 52 -

 Incentive
Bonuses

 Incentive
bonuses, in the form of cash payments or equity grants, are designed to add a variable component of compensation based on corporate and
individual performance for executive officers and employees. As the Company grows and develops its projects, it is expected that an annual
incentive award program will be formalized that will clearly articulate performance objectives and specific measurable goals that will
be linked to individual performance criteria set for the executive officers. No bonuses were paid to executive officers or employees
during the Company's financial year ended December 31, 2024.

 Option-Based
and Other Equity-Based Awards

are granted pursuant to the Option Plan to provide an incentive to the directors, officers, employees and consultants of the Company
to achieve the longer-term objectives of the Company, to give suitable recognition to the ability and industry of such persons who contribute
materially to the success of the Company and to attract and retain persons of experience and ability, by providing them with the opportunity
to acquire an increased proprietary interest in the Company.

 DSUs
are granted pursuant to the DSU Plan to directors of the Company to advance the interests of the Company and its subsidiaries by: (i)
increasing the proprietary interests of non-executive directors in the Company; (ii) aligning the interests of non-executive directors
of the Company with the interests of the Company's shareholders generally; and (iii) furnishing non-executive directors with an additional
incentive in their efforts on behalf of the Company.

 RSUs
are granted pursuant to the RSU Plan to employees of the Company to provide long-term incentive compensation to employees of the Company
or its subsidiaries, provide additional incentive for their continued efforts in promoting the growth and success of the business of
the Company, and assisting the Company in attracting and retaining senior management personnel and other employees.

 The
Company awards Options, DSUs and RSUs based upon the recommendation of the HRCC. Grants of options and RSUs are based
on the HRCC's review of a proposal from the Chief Executive Officer. Previous grants of Options and RSUs are
taken into account when considering new grants.

 The
implementation of new incentive plans and amendments to the Option Plan, DSU Plan and/or RSU Plan are the responsibility of the HRCC.

 Other

 Other
than as outlined herein, the Company has no other forms of compensation, although payments may be made from time to time to individuals,
or the companies they control, for the provision of consulting services. Such consulting services are paid for by the Company at competitive
industry rates for work of a similar nature by reputable arm's length services providers.

 Executive Officer Compensation

 Compensation paid and awarded to each named executive officer of the Company is set out above under " Table
of Compensation Excluding Compensation Securities " and " Compensation Securities ". Each named executive officer
received base compensation and equity-based awards in the most recently completed financial year. No incentive bonuses were paid to executive
officers during the Company's financial year ended December 31, 2024. Neither total compensation nor any significant element of total
compensation was tied to performance criteria or goals for the Company's financial year ended December 31, 2024. The RSUs granted during
the year were in recognition of the successful completion and publication of the maiden NI 43-101 compliant mineral resource estimate
for the Selebi Mine. No other significant events occurred during the most recently completed financial year that significantly affected
compensation. The HRCC determines the amount to be paid for each significant element of compensation on a discretionary basis and in accordance
with the Company's executive compensation program. At this time, the HRCC does not reference a peer group to determine executive officer
compensation. No significant changes to the Company's compensation policies were made during or after the most recently completed financial
year that could or will have an effect on director or named executive officer compensation.

Risks

 The
HRCC is responsible for considering, reviewing and establishing executive compensation programs, and for assessing
whether the programs encourage unnecessary or excessive risk taking. The Company believes the programs are balanced and do not motivate
unnecessary or excessive risk taking.

 Base
compensation amounts are fixed in amount and thus do not encourage risk taking. The Company does not currently have any annual incentive
or bonus programs.

 RSU
and Option awards are important to further align the interests of executive officers with those of the Company's shareholders. The ultimate
value of the awards is tied to the Company's share price and, since awards are staggered and subject to multi-year vesting schedules,
they help ensure that executive officers have significant value tied to long-term share price performance.

 Hedging

 The
Company has not established any policies related to the purchase by directors or executive officers of financial instruments (including
prepaid variable forward contracts, equity swaps, collars, or units of exchange funds) that are designed to hedge or offset a decrease
in market value of equity securities granted as compensation or held, directly or indirectly, by any director or executive officer of
the Company.

 Pension
Disclosure

 No
pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none
are proposed at this time.

 - 53 -

 Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Beneficial Ownership Table

 The
following table lists, as of March 19, 2025, the number of Common Shares of the Company that are beneficially owned by: (i) each person
or entity known to our Company to be the beneficial owner of more than 5 % of the outstanding Common Shares; (ii) each named executive
officer and director of the Company; and (iii) all executive officers and directors as a group. Information relating to beneficial ownership
of Common Shares by our principal shareholders and management is based upon information furnished by each person using beneficial ownership
concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of
a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment
power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission
rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole
voting and investment power.

 Common
Shares of the Company that are Beneficially Owned

 Beneficial Owner

 #

 (%)

 Directors

 Paul Martin Director and Interim Chief Executive Officer

 1,675,000

 *

 James Gowans
 Director and Independent Chairman

 356,410

 *

 Jason LeBlanc Director

 1,431,096

 *

 Mark Christensen Director

 3,812,934

 *

 Norman MacDonald Director

 1,493,200

 *

 Donald Newberry Director

 521,083

 *

 William O'Reilly Director

 1,540,433

 *

 Executive Officers

 Peter Rawlins Senior Vice President and Chief Financial Officer

 1,076,667

 *

 Boris Kamstra Chief Operating Officer of PRIL

 1,175,833

 *

 All Executive Officers and Directors

 17,030,592

 4.50
 %

 Beneficial Owners with Greater than 5% Ownership

 EdgePoint Investment Group Inc. (1)

 176,765,217

 34.5
 %

 Delbrook Capital Advisors Inc.

 26,450,000

 6.0
 %

 Note:

 *
 Represents less than 1%.

 (1)
 Reflects the Common Shares and Warrants as
reported on Schedule 13G filed with the SEC on September 27, 2024, on behalf of EdgePoint Investment Group Inc., which reflects EdgePoint
Investment Group Inc. as having sole voting and dispositive power over 23,833,224 Common Shares and 13,716,307 Common Shares issuable
upon the exercise of warrants. Also reflects the conversion of the $20,882,353 Term Loan to 69,607,843 Common Shares and 69,607,843 Common
Share purchase warrants, over which, for purposes of this table, we have presumed Edgepoint has sole voting and dispositive power. The
business address for EdgePoint Investment Group is 150 Bloor Street West, Suite 500, Toronto, Ontario, Canada, M5S 2X9.

 - 54 -

 Securities
Authorized for Issuance Under Our Equity Compensation Plans

 The
Company grants awards under its Option Plan, DSU Plan, and RSU Plan. See " Option Plan ", " DSU Plan ",
and "RSU Plan" in Item 11 of this Report.

 Equity
Compensation Plan Information

 The
following table sets out information as of December 31, 2024, with respect to outstanding security-based compensation arrangements.

 Plan Category

 of securities

 to
 be issued upon exercise of

 outstanding
 options,

 warrants
 and rights
 (a) (1)

 Weighted-average

 exercise
 price of outstanding options,

 warrants
 and

 rights
 (b) (2)

 of securities

 remaining
 available

 for
 future issuance

 under
 equity compensation plans

 (excluding
 securities reflected in column (a))
 (c)

 Equity compensation plans approved by security holders

 18,751,515

 1.28

 14,868,935

 Equity compensation plans not approved by security holders

 Nil

 Nil

 Nil

 Total

 18,751,515

 1.28

 14,868,935

 Note:

 (1)
 The
 number of securities to be issued in column (a), and the number of securities available in
 column (c), include DSUs. The Company expects to settle these in cash, however they may be
 paid in shares at the discretion of the Company.

 (2)
 The
 weighted average exercise price does not take into account the shares issuable upon vesting
 of RSUs or the settlement of DSUs, as these awards do not have an exercise price.

 Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

 There
have been no transactions since January 1, 2024, in which the Company was or is to be a participant and the amount involved exceeds US$120,000
and in which any executive officer or director of the Company, any shareholder beneficially owning more than 5% of any class of our voting
securities or an immediate family member of any such persons had or will have a direct or indirect material interest.

 Procedures
for Approval of Related Party Transactions

 Our
Board of Directors is charged with reviewing and approving all potential related party transactions. All such related party transactions
must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such
transactions, but instead review them on a case-by-case basis.

 - 55 -

Independence

 The
independence of our directors is determined under Nasdaq Rules.

 For
the purposes of this Report, as of March 19, 2025, the Board has determined that 6 of our 7 current directors are independent
persons under the Nasdaq Rules, which is the majority of the Board: James Gowans, Norman MacDonald, Mark Christensen,
Jason LeBlanc, Donald Newberry and William O'Reilly. Paul Martin is currently Interim Chief Executive Officer of the Company and is
therefore not independent. Norman MacDonald has served as a financial advisor to the Company in connection with a significant equity
and debt financing in June 2024 for which he was paid $58,500, however his advisory services were terminated in September 2024 and
he is not providing any ongoing consulting services to the Company. The Board considered his services as a financial advisor to the
Company in making its determination that he is independent

 Committees

 The
Company has four committees of its Board in place:

 1.

 Audit
 and Risk Management Committee (" ARMC ");

 2.

 Human
 Resources and Compensation Committee;

 3.

 Sustainability
 Committee; and

 4.

 Corporate
 Governance & Nominating Committee (" CGNC ").

 The
ARMC is comprised of Jason LeBlanc (Chair), Paul Martin and Donald Newberry. The ARMC is responsible for providing oversight of the Company's
financial reporting, internal controls, and risk management processes. Key responsibilities include ensuring the accuracy, completeness,
and reliability of the financial statements and disclosures, effectiveness of internal controls, overseeing risk management processes,
ensuring compliance with applicable laws, regulations, and internal policies and procedures, and overseeing the Company's external
auditors. The Board has determined that all members of the ARMC are financially literate, and that Mr. LeBlanc qualifies as an "audit
committee financial expert" for purposes of the SEC's rules.

 The
HRCC is made up of Paul Martin (Chair), Jason LeBlanc and Mark Christensen. The HRCC is responsible for overseeing the Company's
remuneration policies and practices and determining the compensation of executive officers and directors. The Company's executive
compensation program has three principal components: base salaries, consulting fees and equity incentive plans, including Options, DSUs
and RSUs.

 The
Sustainability Committee is made up of Donald Newberry (Chair), Mark Christensen, Norman MacDonald, and Paul Martin. The Sustainability
Committee discusses, develops and applies, specialist geotechnical knowledge related to the Company's materials and disclosure.

 The
CGNC is made up of William O'Reilly (Chair), Donald Newberry and Mark Christensen. The CGNC is responsible for maintaining the
system of rules, practices and processes by which the Company is directed and controlled. Its primary function is to assist the Board
in fulfilling its oversight responsibilities by: (i) assessing the effectiveness of the Board as a whole as well as evaluating the contribution
of individual members; (ii) assessing and improving the Company's governance practices; (iii) proposing new nominees for appointment
to the Board; and (iv) orienting new directors.

 Item
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Audit
Fees

 2024
 ($)

 2023
 ($)

 Audit fees (1)

 633,638

 261,480

 Audit-related fees (2)

 Nil

 Nil

 Tax fees (3)

 4,173

 41,866

 All other fees (4)

 Nil

 Nil

 Total fees

 637,811

 303,346

 (1)
 " Audit
 fees " include aggregate fees billed by the Company's external auditor in
 each of the last two fiscal years for audit fees. 2024 Audit fees include annual audits for
 both US GAAP and International Financial Reporting Standards (" IFRS ")
 prepared statements.

 (2)
 " Audit-related
 fees " include the aggregate fees billed in each of the last two fiscal years for
 assurance and related services by the Company's external auditor that are reasonably
 related to the performance of the audit or review of the Company's financial statements
 and are not reported under "Audit fees" above. The services provided could include
 employee benefit audits, due diligence assistance, accounting consultations on proposed transactions,
 internal control reviews and audit or attestation services not required by legislation or
 regulation.

 (3)
 " Tax
 fees " include the aggregate fees billed in each of the last two fiscal years for
 professional services rendered by the Company's external auditor for tax compliance,
 tax advice and tax planning. Tax advice could include assistance with tax audits and appeals,
 tax advice related to mergers and acquisitions, and requests for rulings or technical advice
 from tax authorities.

 (4)
 " All
 other fees " include the aggregate fees billed in each of the last two fiscal years
 for products and services provided by the Company's external auditor, other than "Audit
 fees", "Audit-related fees" and "Tax fees" above.

 Part
IV

 Item
15. exhibits and financial statement schedules

 (a)
 Documents
 filed as part of this Report.

 (i)
 Financial
 Statements - see Item 8. Financial Statements and Supplementary Data

 (ii)
 Financial
 Statement Schedules – None

 (Financial
statement schedules have been omitted either because they are not applicable, not required, or the information required to be set forth
therein is included in the financial statements or notes thereto.)

 (iii)
 Report
 of Independent Registered Public Accounting Firm.

 (iv)
 Notes
 to Financial Statements.

 (b)
 Exhibits

 The
exhibits listed on the accompanying Exhibit Index are filed as part of this Report.

 - 56 -

 Exhibit

 Exhibit
 No.

 Description
 of Exhibit

 3.1

 Articles of Continuance of the Company as filed with the Ministry of Government and Consumer Services under the Business Corporations Act (Ontario) on July 29, 2022 (incorporated by reference to Exhibit 1.2 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023)

 3.1.1

 Certificate of Continuance issued by the Ministry of Government and Consumer Services under the Business Corporations Act (Ontario) on July 29, 2022 (incorporated by reference to Exhibit 1.1 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023)

 31.2

 Certificate of Amendment dated November 15, 2024 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed December 31, 2024)

 3.2

 By-Law No. 1 of the Company dated July 29, 2022 (incorporated by reference to Exhibit 1.3 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023)

 4.1

 Description of Securities (incorporated by reference to Exhibit 2.6 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023)

 10.1

 Warrant Certificate dated March 17, 2023 (incorporated by reference to Exhibit 2.1 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023)

 10.2

 Form of Broker Warrant Certificate (incorporated by reference to Exhibit 2.2 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on May 15, 2023)

 10.3

 Commitment Letter among the Company, certain guarantors and Pinnacle Island LP, dated November 8, 2022 (incorporated by reference to Exhibit 2.3 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023)

 10.4

 Promissory Note dated November 25, 2022 between the Company and Pinnacle Island LP (incorporated by reference to Exhibit 2.4 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023)

 10.5

 Amended and Restated Promissory Note dated March 17, 2022 between the Company and Pinnacle Island LP (incorporated by reference to Exhibit 2.5 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023)

 10.6

 Asset Purchase Agreement dated September 28, 2021, between Trevor Glaum N.O., BCL Limited, PNRP and PNRC (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023)

 10.7

 Amending Agreement dated January 19, 2022, between Trevor Glaum N.O., BCL Limited, PNRP and certain guarantors (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023)

 10.8

 Agency agreement dated February 24, 2023 among the Company, Paradigm Capital Inc., as lead agent and sole bookrunner, together with Tamesis Partners LLP, Cormark Securities Inc., Echelon Wealth Partners Inc., Eight Capital, INFOR Financial Inc., and CIBC World Markets Inc. (incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023)

 10.9

 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 (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 - 57 -

 10.10

 Binding term sheet dated June 12, 2023, between the Company and EdgePoint Investment Group Inc., as portfolio manager on behalf of certain mutual funds managed by it, relating to the subscription of 14,772,000 units at a price of $1.10 per unit for aggregate proceeds to the Company of C$16,249,200 (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 10.11

 Agency agreement dated December 14, 2023, among the Company, Cormark Securities Inc. and BMO Nesbitt Burns Inc., as co-lead agents, together with Canaccord Genuity Corp., Fort Capital Securities Ltd., and Paradigm Capital Inc. (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 10.12

 Second Amended and Restated Commitment Letter dated December 3, 2023, between the Company, as borrower, and EdgePoint Investment Group Inc., as lender, which increased the amount of loan under the Commitment Letter from C$15,000,000 to C$20,882,353 (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 10.13

 Binding term sheet dated June 4, 2024, among the Company, EdgePoint Investment Group Inc., as portfolio manager on behalf of certain mutual funds managed by it (collectively, " EdgePoint "), and Extract Advisors LLC, on behalf of Extract Capital Master Fund and Extract Exploration Fund (Cayman) LP (collectively, " Extract "), providing for the subscription of 7,692,307 units of the Company by each of EdgePoint and Extract for aggregate gross proceeds of approximately C$12,000,000 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 10.14

 Stock option plan of the Company approved by shareholders on September 20, 2023 (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 10.15

 Deferred share unit plan of the Company approved by shareholders on September 30, 2023 (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 10.16

 Investor rights agreement dated June 14, 2024, between the Company and EdgePoint (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 10.17

 Form of Warrant Certificate in respect of the June 2024 private placement (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 10.18

 Form of Compensation Warrant Certificate in respect of the June 2024 private placement (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 Subsidiaries of the Company (incorporated by reference to Exhibit 8 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on May 15, 2023)

 14.1

 Code of Conduct and Ethics of the Company (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023)

 19*

 Insider Trading Policy

 23.1*

 Consent of Qualified Person in respect of the Selkirk TRS

 23.2*

 Consent of Qualified Person in respect of the Selebi TRS

 31.1*

 Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer

 31.2*

 Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer

 32.1*

 Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 96.1

 S-K 1300 Technical Report Summary Selebi Mines, Central District, Republic of Botswana, Premium Resources Ltd. with an effective date of June 30, 2024 and a signature date of December 17, 2024 prepared by SLR Consulting (Canada) Ltd. (incorporated by reference to exhibit 96.1 to the Company's Current Report on Form 8-K filed December 23, 2024)

 96.2

 S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana with an effective date of November 1, 2024 and a signature date of January 8, 2025 prepared by SLR Consulting (Canada) Ltd. (incorporated by reference to exhibit 96.1 to the Company's Current Report on Form 8-K filed January 31, 2025)

 101.INS*
 **

 101.SCH*
 **

 101.CAL*
 **

 101.DEF*
 **

 101.LAB*
 **

 101.PRE*
 **

 104**

 The

 *Filed
herewith.

 **Pursuant
to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 Indicates
a management contract or compensatory plan or arrangement.

 Item
16. Form 10-K SUMMARY.

 Not
applicable.

 - 58 -

 Signatures

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

 Date:

 PREMIUM RESOURCES LTD.

 By:

 /s/ Paul Martin

 Name:

 Paul Martin

 Title:

 Interim Chief Executive Officer and Director

 POWER
OF ATTORNEY

 KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Martin and Peter Rawlins,
acting alone or together with another attorney-in-fact, as his true and lawful attorney-in-fact, with full power of substitution and
re-substitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this Report, and
to file the same, with exhibits thereto and other documents in connection with therewith, with the SEC, hereby ratifying and confirming
all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed by the following persons on behalf
of the registrant in the capacities and on the dates indicated.

 Name and Signature

 Title

 Date

 /s/ Paul Martin

 Interim Chief
 Executive

 Officer
 and Director (principal executive officer)

 Paul Martin

 /s/ Peter Rawlins

 Senior
 Vice President and Chief

 Financial
 Officer

 (principal
 financial and accounting officer)

 Peter Rawlins

 /s/
James Gowans

 Director and Independent Chairman

 James Gowans

 /s/ William O'Reilly

 March
 19, 2025

 William O'Reilly

 /s/
Donald Newberry

 Donald Newberry

 /s/
Jason LeBlanc

 Jason LeBlanc

 /s/
Mark Christensen

 Mark Christensen

 /s/
Norman MacDonald

 Norman MacDonald

 - 59 -