0000795800
false
FY
No
0
0
0
0
0000795800
2021-01-01
2021-12-31
0000795800
2021-12-31
0000795800
2020-12-31
0000795800
2020-01-01
2020-12-31
0000795800
2019-01-01
2019-12-31
0000795800
ifrs-full:OrdinarySharesMember
2018-12-31
0000795800
ifrs-full:PreferenceSharesMember
2018-12-31
0000795800
WSCRF:ReserveMember
2018-12-31
0000795800
ifrs-full:RetainedEarningsMember
2018-12-31
0000795800
2018-12-31
0000795800
ifrs-full:OrdinarySharesMember
2019-12-31
0000795800
ifrs-full:PreferenceSharesMember
2019-12-31
0000795800
WSCRF:ReserveMember
2019-12-31
0000795800
ifrs-full:RetainedEarningsMember
2019-12-31
0000795800
2019-12-31
0000795800
ifrs-full:OrdinarySharesMember
2020-12-31
0000795800
ifrs-full:PreferenceSharesMember
2020-12-31
0000795800
WSCRF:ReserveMember
2020-12-31
0000795800
ifrs-full:RetainedEarningsMember
2020-12-31
0000795800
ifrs-full:OrdinarySharesMember
2019-01-01
2019-12-31
0000795800
ifrs-full:PreferenceSharesMember
2019-01-01
2019-12-31
0000795800
WSCRF:ReserveMember
2019-01-01
2019-12-31
0000795800
ifrs-full:RetainedEarningsMember
2019-01-01
2019-12-31
0000795800
ifrs-full:OrdinarySharesMember
2020-01-01
2020-12-31
0000795800
ifrs-full:PreferenceSharesMember
2020-01-01
2020-12-31
0000795800
WSCRF:ReserveMember
2020-01-01
2020-12-31
0000795800
ifrs-full:RetainedEarningsMember
2020-01-01
2020-12-31
0000795800
ifrs-full:OrdinarySharesMember
2021-01-01
2021-12-31
0000795800
ifrs-full:PreferenceSharesMember
2021-01-01
2021-12-31
0000795800
WSCRF:ReserveMember
2021-01-01
2021-12-31
0000795800
ifrs-full:RetainedEarningsMember
2021-01-01
2021-12-31
0000795800
ifrs-full:OrdinarySharesMember
2021-12-31
0000795800
ifrs-full:PreferenceSharesMember
2021-12-31
0000795800
WSCRF:ReserveMember
2021-12-31
0000795800
ifrs-full:RetainedEarningsMember
2021-12-31
0000795800
ifrs-full:TangibleExplorationAndEvaluationAssetsMember
2021-01-01
2021-12-31
0000795800
ifrs-full:ComputerSoftwareMember
2021-01-01
2021-12-31
0000795800
WSCRF:ComputerEquipmentsMember
2021-01-01
2021-12-31
0000795800
WSCRF:QueticoClaimsMember
2021-01-01
2021-12-31
0000795800
WSCRF:LingmanLakePropertyMember
2021-01-01
2021-12-31
0000795800
WSCRF:LovelandEnidCreekPropertyMember
2020-01-01
2020-12-31
0000795800
WSCRF:GreenlandExplorationMember
2021-01-01
2021-12-31
0000795800
WSCRF:GreenlandExplorationMember
2020-01-01
2020-12-31
0000795800
WSCRF:PrivateInvesteeMember
2021-01-01
2021-12-31
0000795800
ifrs-full:GrossCarryingAmountMember
WSCRF:ExplorationEquipmentMember
2019-12-31
0000795800
ifrs-full:GrossCarryingAmountMember
WSCRF:ExplorationEquipmentMember
2020-12-31
0000795800
ifrs-full:GrossCarryingAmountMember
WSCRF:ComputerEquipmentsMember
2019-12-31
0000795800
ifrs-full:GrossCarryingAmountMember
WSCRF:ComputerEquipmentsMember
2020-12-31
0000795800
ifrs-full:GrossCarryingAmountMember
ifrs-full:ComputerSoftwareMember
2019-12-31
0000795800
ifrs-full:GrossCarryingAmountMember
ifrs-full:ComputerSoftwareMember
2020-12-31
0000795800
ifrs-full:GrossCarryingAmountMember
2019-12-31
0000795800
ifrs-full:GrossCarryingAmountMember
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ExplorationEquipmentMember
2019-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ComputerEquipmentsMember
2019-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
ifrs-full:ComputerSoftwareMember
2019-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
2019-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ExplorationEquipmentMember
2020-01-01
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ComputerEquipmentsMember
2020-01-01
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
ifrs-full:ComputerSoftwareMember
2020-01-01
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
2020-01-01
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ExplorationEquipmentMember
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ComputerEquipmentsMember
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
ifrs-full:ComputerSoftwareMember
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
2020-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ExplorationEquipmentMember
2021-01-01
2021-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ComputerEquipmentsMember
2021-01-01
2021-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
ifrs-full:ComputerSoftwareMember
2021-01-01
2021-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
2021-01-01
2021-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ExplorationEquipmentMember
2021-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
WSCRF:ComputerEquipmentsMember
2021-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
ifrs-full:ComputerSoftwareMember
2021-12-31
0000795800
ifrs-full:AccumulatedDepreciationAndAmortisationMember
2021-12-31
0000795800
WSCRF:ExplorationEquipmentMember
2020-12-31
0000795800
WSCRF:ComputerEquipmentsMember
2020-12-31
0000795800
ifrs-full:ComputerSoftwareMember
2020-12-31
0000795800
WSCRF:ExplorationEquipmentMember
2021-12-31
0000795800
WSCRF:ComputerEquipmentsMember
2021-12-31
0000795800
ifrs-full:ComputerSoftwareMember
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:PostCreekPropertyMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:HalcyonPropertyMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:QueticoClaimsMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LingmanLakeMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:Section35PropertyMember
country:US
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:ManiitsoqPropertyMember
country:GL
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:PostCreekPropertyMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:HalcyonPropertyMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:QueticoClaimsMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LingmanLakeMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:Section35PropertyMember
country:US
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:ManiitsoqPropertyMember
country:GL
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:PostCreekPropertyMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:HalcyonPropertyMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:QueticoClaimsMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LingmanLakeMember
country:CA
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:Section35PropertyMember
country:US
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:ManiitsoqPropertyMember
country:GL
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
2020-01-01
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:PostCreekPropertyMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:HalcyonPropertyMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:QueticoClaimsMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LingmanLakeMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:Section35PropertyMember
country:US
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:ManiitsoqPropertyMember
country:GL
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:PostCreekPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:HalcyonPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:QueticoClaimsMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LingmanLakeMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:Section35PropertyMember
country:US
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:ManiitsoqPropertyMember
country:GL
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:PostCreekPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:HalcyonPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:QueticoClaimsMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LingmanLakeMember
country:CA
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:Section35PropertyMember
country:US
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:ManiitsoqPropertyMember
country:GL
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
2020-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:PostCreekPropertyMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:HalcyonPropertyMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:QueticoClaimsMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LingmanLakeMember
country:CA
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:Section35PropertyMember
country:US
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:ManiitsoqPropertyMember
country:GL
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
2021-01-01
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:PostCreekPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:HalcyonPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:QueticoClaimsMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:LingmanLakeMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:Section35PropertyMember
country:US
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
WSCRF:ManiitsoqPropertyMember
country:GL
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromAcquisitionMember
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:PostCreekPropertyMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:HalcyonPropertyMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:QueticoClaimsMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LingmanLakeMember
country:CA
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:Section35PropertyMember
country:US
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:ManiitsoqPropertyMember
country:GL
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
2019-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:PostCreekPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:HalcyonPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:QueticoClaimsMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:LingmanLakeMember
country:CA
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:Section35PropertyMember
country:US
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
WSCRF:ManiitsoqPropertyMember
country:GL
2021-12-31
0000795800
WSCRF:ExplorationAndEvaluationAssetsArisingFromExplorationMember
2021-12-31
0000795800
WSCRF:PostCreekPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:HalcyonPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:QueticoClaimsMember
country:CA
2020-12-31
0000795800
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2020-12-31
0000795800
WSCRF:LingmanLakeMember
country:CA
2020-12-31
0000795800
WSCRF:Section35PropertyMember
country:US
2020-12-31
0000795800
WSCRF:ManiitsoqPropertyMember
country:GL
2020-12-31
0000795800
WSCRF:PostCreekPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:HalcyonPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:QueticoClaimsMember
country:CA
2021-12-31
0000795800
WSCRF:LovelandEnidCreekPropertyMember
country:CA
2021-12-31
0000795800
WSCRF:LingmanLakeMember
country:CA
2021-12-31
0000795800
WSCRF:Section35PropertyMember
country:US
2021-12-31
0000795800
WSCRF:ManiitsoqPropertyMember
country:GL
2021-12-31
0000795800
WSCRF:PostCreekPropertyMember
2015-07-30
2015-08-01
0000795800
WSCRF:PostCreekPropertyMember
2021-01-01
2021-12-31
0000795800
WSCRF:PostCreekPropertyMember
2020-01-01
2020-12-31
0000795800
WSCRF:HalcyonPropertyMember
2015-07-30
2015-08-01
0000795800
WSCRF:HalcyonPropertyMember
2021-01-01
2021-12-31
0000795800
WSCRF:HalcyonPropertyMember
2020-01-01
2020-12-31
0000795800
WSCRF:QueticoPropertyMember
2020-01-01
2020-12-31
0000795800
WSCRF:QueticoPropertyMember
WSCRF:PriorToAprilTwentySixTwothousandTwentyOneMember
2021-01-01
2021-12-31
0000795800
2021-06-04
0000795800
WSCRF:QueticoPropertyMember
2021-01-01
2021-12-31
0000795800
WSCRF:LovelandEnidCreekPropertyMember
2019-09-25
0000795800
WSCRF:NSRMember
WSCRF:LovelandEnidCreekPropertyMember
2019-09-25
0000795800
WSCRF:LovelandEnidCreekPropertyMember
2019-09-24
2019-09-25
0000795800
WSCRF:LovelandEnidCreekPropertyMember
2021-01-01
2021-12-31
0000795800
WSCRF:LingmanLakePropertyMember
2020-01-01
2020-12-31
0000795800
WSCRF:SectionThirtyFivePropertyMember
2020-01-01
2020-12-31
0000795800
WSCRF:ManiitsoqPropertyMember
2021-01-01
2021-12-31
0000795800
WSCRF:ManiitsoqPropertyMember
2020-01-01
2020-12-31
0000795800
WSCRF:SulussugutLicenseMember
2011-08-14
2011-08-15
0000795800
WSCRF:SulussugutLicenseMember
2016-04-10
2016-04-11
0000795800
WSCRF:SulussugutLicenseMember
2016-01-01
2016-12-31
0000795800
WSCRF:SulussugutLicenseMember
2012-01-01
2015-12-31
0000795800
WSCRF:SulussugutLicenseMember
2015-12-31
0000795800
WSCRF:SulussugutLicenseMember
2020-12-31
0000795800
WSCRF:SulussugutLicenseMember
2021-01-01
2021-12-31
0000795800
WSCRF:SulussugutLicenseMember
2020-01-01
2020-12-31
0000795800
WSCRF:IninnguiLicenseMember
2012-03-03
2012-03-04
0000795800
WSCRF:IkertoqLicenseMember
2021-01-01
2021-12-31
0000795800
WSCRF:IninnguiLicenseMember
2021-12-31
0000795800
WSCRF:IninnguiLicenseMember
2021-01-01
2021-12-31
0000795800
WSCRF:IninnguiLicenseMember
2020-01-01
2020-12-31
0000795800
WSCRF:CarbonatiteLicenseMember
2018-05-03
2018-05-04
0000795800
WSCRF:CarbonatiteLicenseMember
2021-12-31
0000795800
WSCRF:CarbonatiteLicenseMember
2021-01-01
2021-12-31
0000795800
WSCRF:CarbonatiteLicenseMember
2020-01-01
2020-12-31
0000795800
WSCRF:WestGreenlandProspectingLicenseMember
2020-02-17
2020-02-18
0000795800
WSCRF:WestGreenlandProspectingLicenseMember
2021-01-01
2021-12-31
0000795800
WSCRF:WestGreenlandProspectingLicenseMember
2020-01-01
2020-12-31
0000795800
WSCRF:SeriesOneConvertiblePreferredSharesMember
2021-12-31
0000795800
2021-04-19
2021-04-20
0000795800
2021-04-20
0000795800
WSCRF:WarrantsMember
2021-04-19
2021-04-20
0000795800
WSCRF:FinderWarrantsMember
2021-04-19
2021-04-20
0000795800
WSCRF:PrivatePlacementsMember
2021-12-31
0000795800
WSCRF:AgentsMember
2021-12-31
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
2021-01-01
2021-12-31
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:FirstTrancheMember
2020-08-13
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:FirstTrancheMember
2020-08-12
2020-08-13
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:SecondAndFinalTrancheMember
2020-08-31
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:SecondAndFinalTrancheMember
2020-08-30
2020-08-31
0000795800
WSCRF:WarrantsMember
2020-08-30
2020-08-31
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
2020-08-30
2020-08-31
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
2020-12-31
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:AgentSWarrantsMember
2020-12-31
0000795800
2021-08-30
2021-08-31
0000795800
ifrs-full:OrdinarySharesMember
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:WarrantsMember
2020-12-16
2020-12-18
0000795800
ifrs-full:OrdinarySharesMember
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:WarrantsMember
ifrs-full:BottomOfRangeMember
2020-01-01
2020-12-31
0000795800
ifrs-full:OrdinarySharesMember
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:WarrantsMember
ifrs-full:TopOfRangeMember
2020-01-01
2020-12-31
0000795800
WSCRF:WarrantsMember
WSCRF:NonBrokeredPrivatePlacementMember
2021-01-01
2021-12-31
0000795800
WSCRF:WarrantsMember
WSCRF:NonBrokeredPrivatePlacementMember
2020-01-01
2020-12-31
0000795800
WSCRF:LovelandEnidCreekPropertyMember
2019-12-08
2019-12-09
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:FirstTrancheMember
2019-12-18
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:FirstTrancheMember
2019-12-18
2019-12-18
0000795800
WSCRF:WarrantsMember
2019-12-18
2019-12-18
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
2019-12-18
2019-12-18
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
2019-12-18
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:AgentSWarrantsMember
2019-12-18
0000795800
WSCRF:AgentSWarrantsMember
2019-12-18
0000795800
2019-12-18
2019-12-18
0000795800
ifrs-full:OrdinarySharesMember
WSCRF:NonBrokeredPrivatePlacementMember
WSCRF:WarrantsMember
2019-12-18
2019-12-18
0000795800
WSCRF:WarrantsMember
WSCRF:NonBrokeredPrivatePlacementMember
2019-12-18
2019-12-18
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
2019-12-16
2019-12-18
0000795800
WSCRF:NonBrokeredPrivatePlacementMember
2019-12-31
0000795800
WSCRF:SeriesOnePreferredSharesMember
2021-12-31
0000795800
WSCRF:SeriesOnePreferredSharesMember
2020-12-31
0000795800
WSCRF:SeriesOnePreferredSharesMember
2019-12-31
0000795800
ifrs-full:TopOfRangeMember
2021-01-01
2021-12-31
0000795800
WSCRF:StockOptionPlanMember
2021-01-01
2021-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:OptionsOneMember
2021-01-01
2021-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:OptionsOneMember
2021-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:OptionsTwoMember
2021-01-01
2021-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:OptionsTwoMember
2021-12-31
0000795800
WSCRF:StockOptionPlanMember
2020-01-01
2020-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:OptionsOneMember
2020-01-01
2020-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:OptionsOneMember
2020-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:OptionsTwoMember
2020-01-01
2020-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:OptionsTwoMember
2020-12-31
0000795800
WSCRF:IncentiveStockOptionsMember
2019-01-01
2019-12-31
0000795800
WSCRF:PostConsolidationBasisMember
2020-12-31
0000795800
WSCRF:PostConsolidationBasisMember
2019-12-31
0000795800
WSCRF:PostConsolidationBasisMember
2018-12-31
0000795800
WSCRF:PostConsolidationBasisMember
2021-01-01
2021-12-31
0000795800
WSCRF:PostConsolidationBasisMember
2020-01-01
2020-12-31
0000795800
WSCRF:PostConsolidationBasisMember
2019-01-01
2019-12-31
0000795800
WSCRF:PostConsolidationBasisMember
2021-12-31
0000795800
WSCRF:WarrantsExpiringAugustThirteenTwoThousandTwentyTwoMember
2021-12-31
0000795800
WSCRF:WarrantsExpiringAugustThirteenTwoThousandTwentyTwoMember
2021-01-01
2021-12-31
0000795800
WSCRF:WarrantsExpiringAugustThirtyOneTwoThousandTwentyTwoMember
2021-12-31
0000795800
WSCRF:WarrantsExpiringAugustThirtyOneTwoThousandTwentyTwoMember
2021-01-01
2021-12-31
0000795800
WSCRF:WarrantsExpiringAprilSixteenTwoThousandTwentyThreeMember
2021-12-31
0000795800
WSCRF:WarrantsExpiringAprilSixteenTwoThousandTwentyThreeMember
2021-01-01
2021-12-31
0000795800
WSCRF:WarrantsMember
2021-12-31
0000795800
WSCRF:WarrantsMember
2021-01-01
2021-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:PostConsolidationBasisMember
2020-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:PostConsolidationBasisMember
2021-01-01
2021-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:PostConsolidationBasisMember
2019-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:PostConsolidationBasisMember
2020-01-01
2020-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:PostConsolidationBasisMember
2018-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:PostConsolidationBasisMember
2019-01-01
2019-12-31
0000795800
WSCRF:StockOptionPlanMember
WSCRF:PostConsolidationBasisMember
2021-12-31
0000795800
ifrs-full:BottomOfRangeMember
2021-01-01
2021-12-31
0000795800
ifrs-full:BottomOfRangeMember
2020-01-01
2020-12-31
0000795800
ifrs-full:TopOfRangeMember
2020-01-01
2020-12-31
0000795800
WSCRF:OptionsExpiringFebruaryTwentyOneTwoThousandTwentyTwoMember
WSCRF:PostConsolidationBasisMember
2021-12-31
0000795800
WSCRF:OptionsExpiringFebruaryTwentyOneTwoThousandTwentyTwoMember
WSCRF:PostConsolidationBasisMember
2021-01-01
2021-12-31
0000795800
WSCRF:OptionsExpiringFebruaryTwentyEightTwoThousandTwentyThreeMember
WSCRF:PostConsolidationBasisMember
2021-12-31
0000795800
WSCRF:OptionsExpiringFebruaryTwentyEightTwoThousandTwentyThreeMember
WSCRF:PostConsolidationBasisMember
2021-01-01
2021-12-31
0000795800
WSCRF:OptionsExpiringFebruaryTwentyFourTwoThousandTwentyFiveMember
WSCRF:PostConsolidationBasisMember
2021-12-31
0000795800
WSCRF:OptionsExpiringFebruaryTwentyFourTwoThousandTwentyFiveMember
WSCRF:PostConsolidationBasisMember
2021-01-01
2021-12-31
0000795800
WSCRF:OptionsExpiringAugustNineteenTwoThousandTwentyFiveMember
WSCRF:PostConsolidationBasisMember
2021-12-31
0000795800
WSCRF:OptionsExpiringAugustNineteenTwoThousandTwentyFiveMember
WSCRF:PostConsolidationBasisMember
2021-01-01
2021-12-31
0000795800
WSCRF:OptionsExpiringFebruaryTwentyFiveTwoThousandAndTwentySixMember
WSCRF:PostConsolidationBasisMember
2021-12-31
0000795800
WSCRF:OptionsExpiringFebruaryTwentyFiveTwoThousandAndTwentySixMember
WSCRF:PostConsolidationBasisMember
2021-01-01
2021-12-31
0000795800
WSCRF:OptionsExpiringOctoberTwentyFiveTwoThousandAndTwentySixMember
WSCRF:PostConsolidationBasisMember
2021-12-31
0000795800
WSCRF:OptionsExpiringOctoberTwentyFiveTwoThousandAndTwentySixMember
WSCRF:PostConsolidationBasisMember
2021-01-01
2021-12-31
0000795800
WSCRF:MemorandumOfUnderstandingMember
WSCRF:PremiumNickelResourcesMember
2021-01-01
2021-12-31
0000795800
WSCRF:MemorandumOfUnderstandingMember
WSCRF:PremiumNickelResourcesMember
2021-12-31
0000795800
WSCRF:MemorandumOfUnderstandingMember
WSCRF:CommonSharesMember
WSCRF:PremiumNickelResourcesMember
2020-01-01
2020-12-31
0000795800
WSCRF:MemorandumOfUnderstandingMember
WSCRF:CommonSharesMember
WSCRF:PremiumNickelResourcesMember
2020-12-31
0000795800
WSCRF:MemorandumOfUnderstandingMember
WSCRF:CommonSharesMember
WSCRF:PremiumNickelResourcesMember
2021-12-31
0000795800
WSCRF:PremiumNickelResourcesMember
2021-12-31
0000795800
WSCRF:ServiceAgreementMember
WSCRF:PremiumNickelResourcesMember
2021-01-01
2021-12-31
0000795800
WSCRF:ServiceAgreementMember
WSCRF:PremiumNickelResourcesMember
2020-01-01
2020-12-31
0000795800
WSCRF:ServiceAgreementMember
WSCRF:PremiumNickelResourcesMember
2021-12-31
0000795800
WSCRF:ServiceAgreementMember
WSCRF:PremiumNickelResourcesMember
2020-12-31
0000795800
WSCRF:PremiumNickelResourcesMember
WSCRF:NonadjustingEventMember
2022-04-23
0000795800
WSCRF:DirectorsAndOfficersCompanyMember
2021-12-31
0000795800
WSCRF:DirectorsAndOfficersCompanyMember
2020-12-31
0000795800
WSCRF:RelatedCompanyMember
2021-12-31
0000795800
WSCRF:RelatedCompanyMember
2020-12-31
0000795800
WSCRF:SentientMember
2021-12-31
0000795800
WSCRF:ContemporaryAmperexTechnologyLimitedMember
2021-12-31
0000795800
WSCRF:SentientMember
2020-12-31
0000795800
WSCRF:ContemporaryAmperexTechnologyLimitedMember
2020-12-31
0000795800
WSCRF:FormerChairmanAsConsultantMember
2020-01-01
2020-12-31
0000795800
WSCRF:SentientMember
2019-12-31
0000795800
WSCRF:ContemporaryAmperexTechnologyLimitedMember
2019-12-18
0000795800
WSCRF:ContemporaryAmperexTechnologyLimitedMember
2019-12-17
2019-12-18
0000795800
WSCRF:ContemporaryAmperexTechnologyLimitedMember
2019-12-31
0000795800
WSCRF:FormerChairmanAsConsultantMember
2019-01-01
2019-12-31
0000795800
WSCRF:FormerChairmanAsConsultantMember
2018-01-01
2018-12-31
0000795800
WSCRF:FormerChairmanAsConsultantMember
2017-01-01
2017-12-31
0000795800
WSCRF:IndependentDirectorsMember
2014-06-29
2014-07-01
0000795800
WSCRF:ChairmanOfBoardMember
2014-06-29
2014-07-01
0000795800
WSCRF:CommitteeChairmenMember
2014-06-29
2014-07-01
0000795800
currency:USD
2021-12-31
0000795800
currency:EUR
2021-12-31
0000795800
currency:DKK
2021-12-31
0000795800
WSCRF:LessThanOneYearMember
2021-12-31
0000795800
WSCRF:OneToTwoYearsMember
2021-12-31
0000795800
WSCRF:TwoToFiveYearsMember
2021-12-31
0000795800
country:CA
2021-12-31
0000795800
country:CA
2020-12-31
0000795800
country:GL
2021-12-31
0000795800
country:GL
2020-12-31
0000795800
ifrs-full:ExplorationAndEvaluationAssetsMember
2021-12-31
0000795800
ifrs-full:ExplorationAndEvaluationAssetsMember
2020-12-31
0000795800
ifrs-full:UnusedTaxLossesMember
2021-12-31
0000795800
ifrs-full:UnusedTaxLossesMember
2020-12-31
0000795800
WSCRF:ShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ShareIssuanceCostsMember
2020-12-31
0000795800
WSCRF:CumulativeEligibleCapitalMember
2021-12-31
0000795800
WSCRF:CumulativeEligibleCapitalMember
2020-12-31
0000795800
WSCRF:InvestmentMember
2021-12-31
0000795800
WSCRF:InvestmentMember
2020-12-31
0000795800
WSCRF:EquipmentsMember
2021-12-31
0000795800
WSCRF:EquipmentsMember
2020-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyTwoMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyTwoMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyTwoMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyTwoMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyThreeMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyThreeMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyThreeMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyThreeMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyFourMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyFourMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyFourMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandTwentyFourMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyOneMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyOneMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyOneMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyOneMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyTwoMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyTwoMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyTwoMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyTwoMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyThreeMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyThreeMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyThreeMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyThreeMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyFourMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyFourMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyFourMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyFourMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyFiveMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyFiveMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyFiveMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyFiveMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtySixMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtySixMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtySixMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtySixMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtySevenMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtySevenMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtySevenMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtySevenMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyEightMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyEightMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyEightMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyEightMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyNineMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyNineMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyNineMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandThirtyNineMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandFortyMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandFortyMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandFortyMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandFortyMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandFortyOneMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandFortyOneMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandFortyOneMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:ExpiringInTwoThousandFortyOneMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:NoExpiryMember
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:NoExpiryMember
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:NoExpiryMember
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:NoExpiryMember
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:CanadianNonCapitalLossesMember
2021-12-31
0000795800
WSCRF:CanadianNetCapitalLossesMember
2021-12-31
0000795800
WSCRF:CanadianResourcePoolsMember
2021-12-31
0000795800
WSCRF:CanadianShareIssuanceCostsMember
2021-12-31
0000795800
WSCRF:NonadjustingEventMember
WSCRF:PremiumNickelResourcesMember
2022-02-17
0000795800
WSCRF:NonadjustingEventMember
WSCRF:PremiumNickelResourcesMember
ifrs-full:WarrantReserveMember
2022-02-17
0000795800
WSCRF:NonadjustingEventMember
WSCRF:PremiumNickelResourcesMember
ifrs-full:WarrantReserveMember
2022-01-01
2022-02-17
0000795800
WSCRF:NonadjustingEventMember
WSCRF:PremiumNickelResourcesMember
2022-01-01
2022-02-17
0000795800
WSCRF:NonadjustingEventMember
WSCRF:PremiumNickelResourcesMember
WSCRF:ShareholdersMember
2022-02-17
0000795800
WSCRF:NonadjustingEventMember
2022-03-03
0000795800
WSCRF:NonadjustingEventMember
2022-03-02
2022-03-03
0000795800
ifrs-full:DisposalOfMajorSubsidiaryMember
WSCRF:ParadigmCapitalIncMember
2022-03-29
2022-04-02
0000795800
ifrs-full:DisposalOfMajorSubsidiaryMember
WSCRF:ParadigmCapitalIncMember
2022-04-07
2022-04-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
iso4217:CAD
iso4217:CAD
xbrli:shares
xbrli:pure
utr:acre
WSCRF:EquityInstruments
WSCRF:Option
WSCRF:Segment
WSCRF:Int
iso4217:DKK
WSCRF:Decimal
ITEM
1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not
required
ITEM
2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not
required
ITEM
3. KEY INFORMATION
A.
Selected financial data.
The
following financial data summarizes selected financial data for our company prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) for the five fiscal years
ended December 31, 2021, 2020, 2019, 2018 and 2017. The information presented below for the five year period ended December
31, 2021, 2020, 2019, 2018 and 2017 is derived from our financial statements which were examined by our independent
auditors. The information set forth below should be read in conjunction with our audited annual financial statements and related notes
thereto included in this annual report, and with the information appearing under the heading “Item 5 — Operating and Financial
Review and Prospects”. All financial information is expressed in Canadian dollars and Danish Krones (“DKK”), except
amounts in the table that are expressed in thousands of Canadian dollars and thousands of DKK, and except as otherwise indicated.
North
American Nickel Inc. (the “Company”) was incorporated on September 23, 1983. The Company changed its name from Widescope
Resources Inc. to North American Nickel Inc. effective April 19, 2010. The Company’s principal business activity is the exploration
of natural resource properties.
Effective
October 4, 2019, the Company completed a share consolidation of the Company’s issued and outstanding common shares whereby for
every ten (10) pre-consolidation common shares issued and outstanding, one (1) post-consolidation common share exists without par value.
All
references to share capital, warrants, options and weighted average number of shares outstanding have been adjusted in this discussion,
in the consolidated financial statements and retrospectively to reflect the Company’s 10-for-1 share consolidation as if it occurred
at the beginning of the earliest period presented.
North
American Nickel Inc.
Selected
Financial Data in accordance with IFRS for the years 2021, 2020, 2019, 2018 and 2017
(Expressed
in thousands of Canadian dollars, except per share amounts)
| | |
Years Ended December 31 | |
| | |
2021 | | |
2020 | | |
2019 | | |
2018 | | |
2017 | |
| Net operating revenues | |
$ | 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
$ | 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (3,996 | ) | |
| (2,741 | ) | |
| (28,859 | ) | |
| (3,022 | ) | |
| (2,879 | ) |
| Comprehensive loss | |
$ | (3,996 | ) | |
| (2,741 | ) | |
| (28,859 | ) | |
| (3,022 | ) | |
| (2,879 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Loss per share from operations | |
$ | (0.03 | ) | |
| (0.03 | ) | |
| (0.36 | ) | |
| (0.04 | ) | |
| (0.06 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Share capital | |
$ | 94,042 | | |
| 90,218 | | |
| 89,597 | | |
| 88,538 | | |
| 74,189 | |
| Common shares issued | |
| 131,204,627 | | |
| 109,833,648 | | |
| 88,690,791 | | |
| 78,792,860 | | |
| 55,459,527 | |
| Weighted average shares outstanding | |
| 122,376,897 | | |
| 96,521,169 | | |
| 79,152,786 | | |
| 71,824,814 | | |
| 46,592,964 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total assets | |
$ | 41,683 | | |
| 39,644 | | |
| 40,039 | | |
| 67,500 | | |
| 53,697 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net assets | |
$ | 41,203 | | |
| 39,015 | | |
| 39,431 | | |
| 66,944 | | |
| 52,728 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash dividends declared per common share | |
$ | 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Exchange rates (CAD$ to U.S.$) period average | |
$ | 0.7980 | | |
| 0.7454 | | |
| 0.7536 | | |
| 0.7718 | | |
| 0.7704 | |
| Exchange rates (CAD$ to U.S.$) for most recent six months | |
Period High | | |
Period Low | |
| October 2021 | |
$ | 0.8111 | | |
| 0.7903 | |
| November 2021 | |
$ | 0.8085 | | |
| 0.7817 | |
| December 2021 | |
$ | 0.7910 | | |
| 0.7727 | |
| January 2022 | |
$ | 0.8017 | | |
| 0.7830 | |
| February 2022 | |
$ | 0.7888 | | |
| 0.7793 | |
| March 2022 | |
$ | 0.7955 | | |
| 0.7772 | |
B.
Not required
C.
Not required
D.
Risk factors.
The
business of the Company entails significant risks, and an investment in the securities of the Company should be considered highly speculative.
An investment in the securities of the Company should only be undertaken by persons who have sufficient financial resources to enable
them to assume such risks. The following is a general description of all material risks, which can adversely affect the business and
in turn the financial results, ultimately affecting the value of an investment the Company.
The
Company has no viable commercial business.
Having
no viable business, it is difficult to determine a price for the common shares. That price must therefore be dependent on the
value that each individual buyer and seller place on the future prospects of the company, rather than any objective measurement. This
is a very risk position for shareholders, as the majority perception may turn negative and price decline severely.
The
Company has limited funds.
Funds
are the fuel needed to drive the company. Should current funds be consumed, and the company not be able to attract more capital, prospects
for shareholders would become extremely negative, and shareholder losses will inevitably occur.
There
is no assurance that the Company can access additional capital.
The
company will need to demonstrate performance in order to attract additional capital. As the mineral exploration business has a high element
of chance associated with it, it is possible that none of the current properties will have any value. The capital markets could perceive
this to be a demonstration of poor performance, and be unwilling to provide additional funds. Should this happen, shareholders
will incur significant losses.
There
is no assurance that the transactions disclosed herein will be successful in its quest to find a commercially viable quantity of mineral
resources.
Unless
the Company is able to secure other more viable projects, providing better future prospects, buyer interest for common shares will decline
severely, resulting in lower prices and significant shareholder losses.
There
is no assurance that other prospective mineral properties or other assets can be acquired, and if acquired that the necessary additional
capital can be attracted.
Either
of these is possible. Either occurring will have the same inevitable outcome. Demand for the common shares will decline severely, resulting
in a drop in trading price, and significant shareholder losses.
The
Company has a history of operating losses and may have operating losses and a negative cash flow in the future.
This
will mean that additional shares will need to be sold to fund operations. Without a concurrent improvement in future prospects, this
will result in supply of stock exceeding demand, and much lower prices. This will cause shareholders to lose money.
The
Company’s auditors have indicated that U.S. reporting standards would require them to raise a concern about the company’s
ability to continue as a going concern.
Additional
capital will need to be raised. This could result in the perception of lowered future prospects, lower demand for the Company’s
common share, lower stock prices, and shareholder losses.
There
can be no assurance that a liquid market will develop for the Company’s shares and therefore no assurance that shareholders will
be able to sell their shares.
Lack
of liquidity that prevents shareholders from selling, or limits their abilities to sell, will all too likely lead to significant losses
for shareholders.
Management
has little expertise in mining, which may ultimately cause shareholders to lose money.
Management
may waste the Company’s limited capital on worthless properties, or it may do the wrong things with properties that could have
value. Either way, the outcome will be the same. Money will have been wasted without any corresponding creation of value. This will cause
shareholders to lose patience and lose interest. This could lead to significantly increased selling of shares, driving down the price,
and leading to losses for investors.
The
Company’s common stock is thinly traded so it is more susceptible to extreme rises or declines in price, and you may not be able
to sell your shares at or above the price paid.
You
may have difficulty reselling shares of our common stock, either at or above the price paid, or even at fair market value. The stock
market often experiences significant price and volume changes that are not related to the operating performance of individual companies,
and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the
market price of our common shares to decline, regardless of how well the company performs. This may be exaggerated by the fact that the
shares trade on the over-the-counter bulletin board (“OTCBB”), which is owned and operated by the Financial Industry Regulatory
Authority (“FINRA”). Trading on the OTCBB is often extremely sporadic, and subject to manipulation by market-makers, and
short sellers. This may cause you to lose money as you may have difficulty selling the shares that you own.
The
Company’s common stock is subject to the “penny stock” regulations, which are likely to make it more difficult to sell.
A
“penny stock” is generally a stock trading under $5.00 per share, and not registered on a national securities exchange or
quoted on the NASDAQ national market. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions
in penny stocks. These rules, intended to protect investors, generally have the result of reducing trading in such stocks, restricting
the pool of potential investors, and making it more difficult for investors to sell their shares once acquired. Since our common shares
are subject to the “penny stock” rules, you may find it more difficult to sell your shares.
As
a foreign issuer, the Company is exempt from certain informational requirements of the Exchange Act to which domestic issuers are subject.
As
a foreign issuer we are not required to comply with all of the informational requirements of the Exchange Act. As a result, there may
be less information concerning our company publicly available than if we were a domestic United States issuer. In addition, our officers,
directors, and principal shareholders are exempt from the reporting and short profit provisions of Section 16 of the Exchange Act, and
the rules promulgated thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors, and principal
shareholders purchase or sell shares of our common stock.
As
a Canadian company with most assets and key personnel located outside the United States, you may have difficulty in acquiring United
States jurisdiction, or enforcing a United States judgment against us, our key personnel, or assets.
As
a Canadian company many of our assets and key personnel, including directors and officers, reside outside the United States. As a result,
it may be difficult or impossible for you to effect service of process within the United States upon us or any of our key personnel or
to enforce against us or any of our key personnel judgments obtained in United States’ courts, including judgments relating to
United States federal securities laws. Canadian courts may not permit you to bring an original action in Canada, or recognize or enforce
judgments of United States courts obtained against us predicated upon the civil liability provisions of federal securities laws of the
United States, or of any state thereof. Furthermore, because many of our assets are located in Canada, it would be extremely difficult
to access these assets to satisfy any award entered against us in a United States court. Accordingly, you may have more difficulty in
protecting your interests in the face of actions taken by our management, members of our board of directors, or our controlling shareholders
than you would otherwise as shareholders of a United States public company.
The
Company does not intend to pay any common stock dividends in the foreseeable future.
We
have never declared or paid a dividend on our common stock, and, because we have very limited resources, we do not anticipate declaring
or paying any dividends in the foreseeable future. It is unlikely that the holders of our common shares will have an opportunity to profit
from anything other than potential appreciation in the value of our common shares. If you require dividend income, you should not rely
in an investment in our common shares to provide it.
Future
issuances of common stock may depress stock prices and dilute your interest.
We
may issue additional shares of our common stock in future financings, or grant stock options to our employees, officers, directors, and
consultants under our stock incentive plan. Any such issuances could have the effect of depressing the market price of our common stock,
and, in any case, would dilute the percentage ownership interests in our company of our shareholders. In addition, we could issue securities
having rights, preferences and privileges senior to those of our common shares. This could depress the value of our common shares.
ITEM
4. INFORMATION ON THE COMPANY
A.
History and development of the Company.
North
American Nickel Inc. (the “Company”) was incorporated under the laws of the Province of British Columbia, Canada, by filing
of Memorandum and Articles of Association on September 20, 1983, under the name Rainbow Resources Ltd. The company’s name was changed
to Widescope Resources Ltd. on May 1, 1984, and to Gemini Technology Inc. on September 17, 1985. In conjunction with a reverse split
of its common shares on a five-old for one-new basis, the Company adopted the name International Gemini Technology Inc., effective September
23, 1993. The Company’s name was changed to Widescope Resources Inc., effective July 12, 2006. Effective April 19, 2010, the Company’s
shareholders approved a special resolution to reorganize the Company’s capital structure by consolidating in a reverse stock split
the existing common shares on the basis of every 2 old shares being equal to 1 new share and concurrently increasing the authorized capital
of the Company from 100,000,000 common shares without par value to an unlimited number of common shares without par value. Also,
effective this date, the Company’s name was changed to North American Nickel Inc. to reflect its new focus. On October 2, 2019,
the Board of Directors and management completed a consolidation of the Company’s issued and outstanding common shares on the basis
of ten pre-consolidation shares for one post-consolidation share. All references to common shares, stock options, warrants and weighted
average number of shares outstanding in this discussion and the accompanying consolidated financial statements retroactively reflect
the share consolidation unless otherwise noted.
In
April 2010, the Company initiated a series of actions to realign its focus into the field of nickel exploration in the prolific nickel
belts around Sudbury, Ontario and Thompson, Manitoba. Concurrently, the directors of the Company appointed new senior management to oversee
the daily operations of the Company.
On
May 3, 2011, the Company’s listing application was conditionally accepted by the TSX-V Venture Exchange. On May 30, 2011, the common
shares of the Company began trading under the symbol “NAN”.
On
August 15, 2011, the Company was granted an exploration license by the Bureau of Minerals and Petroleum of Greenland for exclusive exploration
rights over an area totalling 4,841 square kilometres located near Sulussugut, Greenland.
On
March 4, 2012, the Company was granted an additional exploration license by the Bureau of Minerals and Petroleum of Greenland for exclusive
exploration rights over an area covering a total of 142 square kilometres license and located near Ininngui, Greenland.
On
January 19, 2015, the Company signed an exclusivity agreement with Minelco AS (“Minelco”) to acquire the deep water Seqi
Port (the “Port”). A report was prepared summarizing environmental due diligence and preliminary assessment of reindeer by
Golder Associates — INUPLAN in and around the Port and upon further review, the decided to not pursue the Seqi Port assignment.
On
July 13, 2017, the Company announced that it has finalized the details for the acquisition of a watershed (“0.6H”) prospecting
licence that overlaps the eastern boundary of its 100% owned Maniitsoq nickel sulphide project in southwest Greenland.
On
March 1, 2018, the Company announced that it had received the final Hydropower Feasibility Assessment Study within watershed 06.H located
on the eastern flank of the Company’s 100% owned Maniitsoq nickel sulphide project in Southwest Greenland.
On
May 4, 2018, the Company acquired new properties, Ikertoq, mineral licence No. 2018/31 and Carbonatite, mineral licence No. 2018/21 located
on the Company’s 100% owned Maniitsoq nickel sulphide project in Southwest Greenland. The Ikertoq licences was relinquished as
at December 31, 2018.
On
September 18, 2018, the Company has completed its 2018 exploration and drilling program with a total of 14,287.6 metres of drilling at
the Company’s 100% owned Maniitsoq nickel-copper-cobalt-PGM project in Southwest Greenland.
On
July 9, 2020, the Company announced its ownership position in a private company, Premium Nickel Resources (“PNR”) to have
direct exposure to Ni-Cu-Co opportunities in the South African region. NAN provides technical and management support to PNR through a
Services Agreement and a Consulting Agreement. The CEO, CFO and the Chairman of the Company’s Board were appointed to be
the CEO, CFO and the Chairman of PNR. The Company owns 10% of PNR upon a further investment of $441,046 on August 26, 2021
and has a 5-year Warrant to purchase an additional 15% of PNR for USD $10 million before February 26, 2025.
On
February 17, 2022, the Company announced that it has executed a non-binding letter of intent (“Non-Binding LOI”) providing
for a business combination of PNR and the Company (“Merger”).
B.
Business overview
North
American Nickel is an international mineral exploration and resource development company listed on the TSX Venture Exchange (“TSXV”)
as at May 3, 2011 trading under the symbol NAN. The Company is focused on the exploration and development of a diversified portfolio
of nickel-copper-cobalt-precious metals sulphide projects that should be economically feasible assuming conservative long-term commodity
prices. Since 2011 the Company has continued the advancement of its camp scale Maniitsoq Project in Southwest Greenland and the Post
Creek Property in Sudbury, Ontario.
The
Maniitsoq property consists of four exploration licenses, No. 2011/54 (the “Sulussugut License”) and No. 2012/28 (the “Ininngui
License”) comprising 2,689 and 296 square kilometre “(km2)”, respectively and the Carbonatite license No. 2018/21 (63
km2) and recently acquired 2020/05 license. The Ikertoq license No. 2018/31 (33 km2) was relinquished during fiscal 2018. The Maniitsoq
property is centred on the 75 kilometre by 15 kilometre Greenland Norite Belt which hosts numerous high-grade nickel-copper sulphide
occurrences associated with mafic and ultramafic intrusions.
In
early 2018, the Company initiated a strategy to assemble a diversified portfolio of highly prospective nickel-copper-cobalt projects
that were located in countries with the Rule-of-Law and that should demonstrate sustainable economics assuming conservative long-term
commodity prices. As a result of this work, the Company has acquired three new projects in Ontario which include: the Lingman
Nickel Project, covering a portion of the Archean aged Lingman Lake Greenstone Belt and the Quetico Nickel Project which is known to
host intrusions with Ni-Cu-Co-PGM mineralization related to a late 2690 Ma Archean magmatic event and the 1110-1090 Ma Proterozoic Mid-continent
Rift. On September 25, 2019, the Company entered into an agreement to earn a 100% interest in the Loveland Nickel property in the Timmins
area of Ontario and subsequently completed a 4-hole program for 1,086 metres of diamond drilling, with borehole electromagnetic (BHEM)
surveys on the project. Based on the result of the exploration program, the management elected not to proceed with further exploration
on the property and terminated the agreement.
The
company has raised aggregate gross proceed of $20,707,628 through non-brokered private placement as well as flow-thought common shares
equity financing during 2018 -2020.
On
July 9, 2020, the Company announced its ownership position in a private company, PNR to have
direct exposure to Ni-Cu-Co opportunities in the South African region. PNR submitted an indicative offer to the Liquidator of BCL Limited
(“BCL”) and Tati Nickel Mining Corporation (“TNMC”) in June 2020 to acquire a combination of prioritized assets
of the former producing BCL Mining Complex and separately the TNMC operations located in north-eastern Botswana.
On
February 10, 2021, PNR was selected as the preferred bidder and on March 22, 2021, PNR entered into a memorandum of understanding providing
for a six-month exclusivity period to complete additional work and negotiate the asset purchase agreements (see news release dated March
24, 2021). On September 28, 2021, the Company announced that PNR had executed a definitive asset purchase agreement with BCL to
acquire the Selebi, and Selebi North Ni-Cu-Co assets and related infrastructure formerly operated by BCL. PNR announced the closing of
this transaction, and transfer of ownership of the assets, was completed on January 31, 2021. PNR also completed negotiating a separate
binding asset purchase agreement to finalize the terms for any prioritized TNMC assets that may be purchased.
The
Company announced on February 17, 2022 a proposed business combination of PNR and the Company(“Merger”). Under the
policies of TSXV, PNR is a “Non-Arm’s Length Party” of the Company. The Non-Binding LOI will form the
basis upon which PNR and the Company will negotiate one or more definitive agreements governing the proposed Merger. It
is currently anticipated that the Merger will be completed by way of a triangular amalgamation involving PNR, the Company
and a wholly-owned subsidiary of the Company to be formed; provided, however that the definitive structure of the Merger
will be determined based on further tax and structuring advice to be received prior to the execution of definitive agreements governing
the proposed Merger. In this report, references to the “Resulting Issuer” is to the Company after the closing
of the Merger.
Proposed
Transaction Terms
The
Company currently owns approximately 9.8% of the
outstanding common shares of PNR on a basic, undiluted basis, and a warrant entitling the Company to purchase an additional 15%
of the equity in PNR, on an undiluted basis, for US$10 million, until February 26, 2025 (the “15% Warrant”) While a definitive
exchange ratio remains subject to ongoing due diligence, under the terms of the Non-Binding LOI, each common share of PNR outstanding
immediate prior to the closing of the Merger, other than any common share of PNR held by the Company, would be exchanged
for 5.27 common shares of the Resulting Issuer (before giving effect to any Consolidation) and the 15% Warrant and the common shares
of PNR held by the Company would be extinguished. Following completion of the Merger, approximately 25% of the outstanding
common shares of the Resulting Issuer are expected to be held by the current shareholders of the Company and approximately 75%
of the outstanding common shares of the Resulting Issuer are expected to be held by the current shareholders of PNR (other than the
Company).
In
connection with the proposed Merger, and subject to any required shareholder and regulatory approvals, the Company is expected
to seek the requisite shareholder and regulatory approvals to change the name and stock ticker symbol of the Resulting Issuer as part
of the Merger to such name and ticker symbol as may be requested by PNR, acting reasonably, consolidate the common shares of the
Resulting Issuer (the “Consolidation”) and reconstitute the board of directors of the Resulting Issuer. The Non-Binding LOI
provides for an exclusivity period ending at 11:59 p.m. (Toronto time) on April 2, 2022, which has been extended to April 29 by
mutual written consent of the parties, to allow parties to complete their due diligence and negotiate definitive agreements for the proposed
Merger.
On
April 2, 2022, the Company entered into an agreement with Paradigm Capital Inc. (the “Agent”) to act as lead agent and
sole bookrunner, on behalf of a syndicate, on a “best efforts” basis, for a private placement offering of subscription
receipts of the Company (the “Subscription Receipts”) for gross proceeds of $5,000,000 (the “Offering”) at a
price of $0.48 per Subscription Receipt (the “Issue Price”). On April 8, 2022, the Offering was upsized to total
gross proceeds of up to $10,000,320.
C.
Organizational structure.
The
Company is part of no other group. During the year ended June 30, 2006 Outback Capital Inc. dba Pinefalls Gold (“PFG”) a
private Alberta corporation became a majority-owned subsidiary of the Company. PFG was incorporated under the Alberta Business Corporations
Act on February 6, 2001. Effective May 31, 2010, the Company completed an agreement with an arm’s length entity that resulted
in it divesting of its interest in Outback Capital Inc. In June 2015 the Company incorporated North American Nickel (US) Inc. to hold
a mineral lease in Michigan, which was granted in January 2016 and written-off during the year ended December 31, 2019.
D.
Property, plants and equipment.
The
Company has a large land package in southwest Greenland, collectively known at the Maniitsoq property. In addition, the Company has two
properties, Post Creek and Halcyon, in Sudbury nickel district of Ontario. A figure showing the locations of all of the company’s
properties is displayed below.
Maniitsoq
The
Greenland properties currently being explored for nickel-copper-copper-PGM sulphides by North American Nickel are exploration properties
without mineral resources or reserves. The Maniitsoq project is centered 100 kilometres north of Nuuk, the capital of Greenland which
is a safe, stable, mining-friendly jurisdiction. The centre of the project is located at 65 degrees 18 minutes north and 51 degrees 43
minutes west and has an artic climate. It is accessible year-round either by helicopter or by boat from Nuuk or Maniitsoq, the latter
located on the coast approximately 15 kilometres to the west. The deepwater coastline adjacent to Maniitsoq is typical of Greenland’s
southwest coast which is free of pack ice with a year-round shipping season. The optimum shipping conditions are due to the Irminger
current, a tributary of the warming Gulf Stream flowing continuously past the south west coastline of Greenland. There is no infrastructure
on the property; however, the Seqi deepwater pier and a quantified watershed for hydropower are located peripheral to the project. A
location map for the property is given below.
The
Maniitsoq property consists of four exploration licences, No. 2011/54 (2,689 km2), No. 2012/28 (296 km2), No. 2018/21
(63 km2) and No 2018/31 (33 km2). The property is centered on the 75 kilometre by 15 kilometre Greenland Norite Belt which
hosts numerous high-grade nickel-copper sulphide occurrences associated with mafic and ultramafic intrusions. The Ikertoq license (2018/31)
was later relinquished and the costs were expensed as at December 31, 2018. The property is subject to a 2.5% NSR. The Company can reduce
the NSR to 1% by paying $2,000,000 on or before 60 days from the decision to commence commercial production. A new prospecting licence,
No. 2020/05, for West Greenland was awarded by the Greenland government on March 18, 2020.
Between
1995 and 2011, various companies carried out exploration over portions of the project area. The most extensive work was carried out by
Kryolitselskabet Øresund A/S Company (KØ) who explored the project area from 1959 to 1973. KØ discovered a number
of surface and near surface nickel-copper sulphide occurrences and this work was instrumental in proving the nickel prospectivity of
the Greenland Norite Belt.
The
Company acquired the Maniitsoq project because it has potential for the discovery of significant magmatic sulfide discovery in a camp-scale
belt. The company believed that modern, time-domain, helicopter-borne electromagnetic (EM) systems would be more effective at detecting
nickel sulphide deposits in the rugged terrain of Maniitsoq than previous, older airborne fixed wing geophysical surveys available to
previous explorers. In addition, modern, time domain surface and borehole EM systems could be used to target mineralization in the sub-surface.
During
the FY 2020, the Greenland Mineral Licence & Safety Authority (MLSA) granted the Company two distinct one-year period license
extensions for all three exploration licences, and reduced exploration obligations to zero for both 2020 and 2021.
Sulussugut
Licence (No. 2011/54) was granted by the Bureau of Minerals and Petroleum (“BMP”) of Greenland on August 15, 2011 and
valid for 5 years until December 31, 2015 providing the Company meets the terms of the licence, which includes that specified eligible
exploration expenditures must be made. The application for the second 5-year term on the Sulussugut Licence was submitted to the MLSA
which was effective on April 11, 2016. The granting of two one-year period extensions and a further extension provided on January 2,
2021 provides for the renewal period ending December 31, 2022.
Ininngui
Licence (No. 2012/28) is contiguous with the Sulussugut Licence and was granted by the BMP of Greenland on March 4, 2012. The Ininngui
Licence was valid for 5 years until June 30, 2017. The application for the second 5-year term on the Ininngui Licence was submitted to
the MLSA which was effective March 14, 2017. The granting of two one-year period extensions and a further extension provided on January
2, 2021 provides for the renewal period ending December 31, 2023.
Carbonatite
Licence (No.2018/21) was granted by the BMP of Greenland on March 4, 2018 for exclusive exploration rights of an area located near
Maniitsoq in West Greenland. The Company paid a licence fee of $6,523 (DKK 31,000) upon granting of the Carbonatite Licence. The Carbonatite
Licence is valid for 5 years. The granting of two one-year period extensions and a further extension provided on January 2, 2021 provides
for the renewal period ending December 31, 2024.
Details
of required work expenditures and accrued work credits for the above three licenses are tabulated and given below in Table 1.
The
Greenland MLSA, in two distinct initiatives, has adjusted the minimum required exploration commitment for the above three licenses to
DKK 0 for the years 2020 and 2021 and adjusted the license expiry dates and the banked credits carry forward period by one year.
For
all licences, future required minimum eligible exploration expenses will be adjusted each year on the basis of the change to the Danish
Consumer Price Index.
For
all licences, at the expiration of the second licence period (years 6-10), the Company may apply for a new 3-year licence for years 11
to 13. Thereafter, the Company may apply 3 times for additional 3-year licences for a total of 9 additional years. The Company will be
required to pay additional licence fees and will be obligated to incur minimum eligible exploration expenses for such years.
The
three licences, 2011/54, 2012/28 and 2018/31 have sufficient accrued work credits to keep the property in good standing until December
2023.
Table
1: Exploration commitment and credits at the end of 2021 (All amounts in table are expressed in thousands of DKK)
| | |
| | |
Sulussugut Licence 2011/54 | | |
Ininngui Licence 2012/28 | | |
Carbonatite Licence 2018/21 | |
| Area | |
| | |
| 2,689 km2 | | |
| 296 km2 | | |
| 63 km2 | |
| Valid until | |
| | |
| December 31, 2021 | | |
| December 31, 2022 | | |
| December 31, 2023 | |
| Annual licence fee | |
DKK | | |
| 41 | | |
| 41 | | |
| 31 | |
| Total credit available | |
| | |
| | | |
| | | |
| | |
| | |
| | |
| | | |
| | | |
| | |
| Credit from previous years | |
| | |
| 283,945 | | |
| 30,425 | | |
| 10,545 | |
| Approved exploration expenditures (2021) | |
| | |
| 1,921 | | |
| 90 | | |
| 32 | |
| Exploration obligation (2021) | |
| | |
| - | | |
| - | | |
| - | |
| | |
| | |
| | | |
| | | |
| | |
| Total Credit | |
DKK | | |
| 285,866 | | |
| 30,515 | | |
| 10,577 | |
| Carry Forward Period: | |
| | |
| | | |
| | | |
| | |
| From 2017 until December 31, 2022 | |
| | |
| 201,752 | | |
| 19,534 | | |
| - | |
| From 2018 until December 31, 2023 | |
| | |
| 79,604 | | |
| 10,465 | | |
| 9,563 | |
| From 2019 until December 31, 2024 | |
| | |
| 1,724 | | |
| 283 | | |
| 934 | |
| From 2020 until December 31, 2025 | |
| | |
| 865 | | |
| 143 | | |
| 48 | |
| From 2021 until December 31, 2026 | |
| | |
| 1,921 | | |
| 90 | | |
| 32 | |
| Total | |
DKK | | |
| 285,866 | | |
| 30,515 | | |
| 10,577 | |
| | |
| | |
| | | |
| | | |
| | |
| Average Annual Rate DKK to CAD | |
| | |
| 0.1995 | | |
| 0.1995 | | |
| 0.1995 | |
| Accumulated exploration credits in CAD (,000) | |
| | |
$ | 57,027 | | |
$ | 6,087 | | |
$ | 2,110 | |
West
Greenland Prospecting Licence – 2020/05 A new prospecting licence, No. 2020/05, for West Greenland was awarded by the Greenland
government on March 18, 2020. The Prospecting Licence is in effect until December 31, 2024.
The
Company may terminate the licenses at any time; however any unfulfilled obligations according to the licenses will remain in force, regardless
of the termination.
The
Company undertook numerous exploration activities and completed various mineralogical studies during the period from 2012 to 2019, including
52,895.16 metres of drilling in 189 holes and 13,497 line-km of SkyTEM and VTEM surveys. A National Instrument 43-101 was completed on
the Maniitsoq property in March 2016 and updated in March 2017. QEMSCAN mineralogical analyses on drill core samples documenting favourable
liberation and recovery characteristics for Maniitsoq mineralization was reported in April 2016.
NAN
has progressively implemented new exploration methodologies and tools in an effort to refine targeting at the property and borehole scales.
These include the introduction of helicopter-borne electromagnetic and magnetic surveys, modern surface-based electromagnetic, induced
polarization, and gravity surveys, application of Worldview-3 satellite imagery, implementation and consistent use of borehole electromagnetic
methods, collection of oriented drill core, optical televiewer data and downhole physical properties; structural studies, geochemical
studies and 3D modelling. The compilation and integration of data has resulted in a vast improvement in the understanding of the geology
of the GNB and it resulted in the discovery of surface and sub-surface nickel-copper sulphide occurrences and the expansion of mineral
zones comprising the Mikissoq, Spotty Hill, Imiak Hill, Fossilik, P-008, P-013, and P-053, four of which remain open in one or more directions.
In addition, nickel sulphide mineralization has been intersected at a number of other locations throughout the Greenland Norite Belt,
including at the P-004, P-013, P-030, P-032, P-053, and Pingo targets (figure 1). Exploration continues to extend known zones of mineralization
and provides a framework for future discoveries.
In
2019, the Company had planned to return to Maniitsoq and other regional target areas to continue the systematic exploration program.
Unfortunately, the Company was not successful in completing a treasury financing within the lead-time required for the logistical planning
in Greenland. The initial 2019 work program for Maniitsoq project had been postponed to the 2020 summer season after a successful financing
capable of supporting an integrated exploration program. However, the 2020 and 2021 summer program were further delayed due to the COVID-19
travel restrictions.
In
June 2021, fuel and equipment stored on site at the Puiattoq camp site was removed. The wooden tent platforms remain on site for use
in future exploration programs.
Hydropower
assessment of watershed 06.H was continued with the emplacement of devices to measure the seasonal variability of water levels in Lake
Taserssuatsiaq and to provide a framework for further surveys over the next 3-5 years. A new hydropower prospecting licence was submitted
to the Greenland Government replacing the original licence that expired in July of 2021.
Carbonatite
On
May 4, 2018 the Company was awarded an exploration licence (2018/21; “Carbonatite”) over a highly prospective block of ground
to the west of the Fossilik Intrusion in an area which has very limited nickel exploration and contains the Qeqertassaq carbonatite complex.
The
work program in 2018 consisted of compilation, surface sampling for geochemistry, surface EM work in areas with possible norite-associated
mineralization and drilling to evaluate the potential for strategic metals (niobium, tantalum, and rare earth elements) in areas outside
of the focus areas of historic drilling.
A
report on the strategic metal potential of the Qeqertassaq carbonatite was commissioned, and emphasis was placed on understanding the
upside potential of the light rare earth element vein system, the niobium mineralization, and the potential for tantalum mineralization
is association with soeviite series rocks.
Figure
1. Location of Mineralized targets.
Sudbury
nickel properties:
The
Sudbury properties currently being explored by North American Nickel are exploration properties without mineral resources or reserves.
All properties can be readily accessed by paved and/or all-weather gravel roads and have access to water and diesel-power for exploration
purposes. Sudbury is considered a world class nickel district. Multiple Ni-Cu-PGM deposits and past and currently producing mines are
associated with the Sudbury Igneous Complex. Global nickel resources have been estimated at 1648 million tonnes at a grade of 1.20% nickel.
The Sudbury properties have unique geologic characteristics of the Sudbury Basin. Quart Diorite and Sudbury Breccia, two lithologies
that commonly host Sudbury nickel-copper-PGM (platinum group metal) mineralization, have been identified on the Post Creek property.
The Sudbury properties are strategically located near the Whistle Offset Dyke structure hosting the past-producing Podolsky Cu-Ni-PGM
mine owned by KGHM Polska Miedź S.A. (KGHM). A location map for the properties is given below.
Post
Creek: The Company entered into an option agreement in April 2010, subsequently amended in March 2013, to acquire rights to Post
Creek Property located within the Sudbury Mining District of Ontario. On August 1, 2015, the company has completed the required consideration
and acquired 100% interest in the property. the Company is obligated to pay advances on the NSR of $10,000 per annum, which will be deducted
from any payments to be made under the NSR.
The
property is located 35 kilometres east of Sudbury in Norman, Parkin, Alymer and Rathburn townships and consists of 39 unpatented mining
claims in two separate blocks, covering a total area of 912 hectares held by the Company. The center of the property occurs at UTM coordinates
513000mE, 5184500mN (WGS84, UTM Zone 17N). 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 Whistle
Offset Dyke trend. Offset Dykes and Footwall deposits account for a significant portion of all ore mined in the Sudbury nickel district
and, as such, represent favorable exploration targets. Key lithologies are Quartz Diorite related to Offset Dykes and Sudbury Breccia
associated with Footwall rocks of the Sudbury Igneous Complex which both represent potential controls on mineralization.
Previous
operators completed geological, geophysical and Mobile Metal Ion soil geochemical surveys. Highlights of this work included:
| |
● |
A
drill intersection returning 0.48% copper, 0.08% nickel, 0.054 grams/tonne palladium, 0.034 grams/tonne platinum and 0.020 grams/tonne
gold over a core length of 0.66 metres; and |
| |
● |
A
grab sample from broken outcrop which returned 0.83% nickel, 0.74% copper, 0.07% cobalt, 2.24 grams/tonne Pt and 1.05 grams/tonne
Pd. |
A
NI 43-101 compliant Technical Report was completed by Dr. Walter Peredery, formerly of INCO, in 2011 and subsequently accepted by the
Securities Commission.
During
the period 2011 to 2016, the Company carried out exploration programs comprising ground geophysics (magnetics and electromagnetics),
diamond drilling (1,533 metres in 7 drillholes), borehole electromagnetic surveys, georeferencing of selected claim posts, prospecting,
trenching, geological mapping, sampling and petrographic studies. This work has identified new occurrences of Quartz Diorite (dyke and
Sudbury Breccia, both of which are geologically significant lithologies known to host ore deposits associated with the Sudbury structure.
Ground traverses, trenching and mapping carried out in 2016 outlined a Sudbury Breccia belt of at least 300 metres by 300 metres in size
which lies along the same trend at the Whistle Offset Dyke located on KGHM property to the southwest. These findings support the potential
for the Post Creek property to host both Footwall and Offset Dyke type deposits.
In
2017, the Company initiated support for a two-year MITAC project whereby an M.Sc. student carried out field and laboratory study aimed
at understanding the mineral resource potential of the Post Creek Property. The field mapping gram expanded the area of Sudbury Breccia.
A
two-hole drill program was completed in 2018 and reported in 2019 with the objectives of assessing magnetic and electromagnetic anomalies
within a corridor of breccias and quartz diorite extending radially away from the Whistle Offset and to provide a platform for downhole
geophysics. Both drill holes encountered a thick sequence of mafic volcanic rocks; quartz diorite, partially melted country rocks or
footwall-style mineralization were not encountered. DDH PC-18-21 did intersect a thick interval of volcanogenic massive sulphide-type
sphalerite mineralization including 7.50 m @ 3.55% zinc and 0.82 ppm silver. Multiple BHEM anomalies were detected both north and south
of the zinc mineralization and are potential drill targets for volcanogenic massive sulfide mineralization.
In
2020, prospecting work to the immediate north and west of the drilling completed on the CJ Offset identified quartz diorite boulders
and an outcrop of grey gabbro with 0.17% Ni, 0.55% Cu, and 0.26g/t Au+Pt+Pd. Sampling completed on Cu-Au mineralization within the area
of Sudbury breccia returned up to 1.975% Cu and 0.873 ppm Au in two different samples, but no significant Ni, Pt, or Pd.
Location
of the Post Creek Project and the Sudbury Breccia Zone
Halcyon:
The property is located 35 Km NNE of Sudbury in the Parkin and Alymer townships and consists of 53 unpatented mining claims covering
an area of approximately 864 hectares. Halcyon is adjacent to the Post Creek property and is located approximately 2 kilometers north
of the Whistle Offset Dyke structure and the past-producing Podolsky mine of KGHM. Previous operators on the property defined numerous
conductive zones based on induced polarization (IP) surveys with coincident anomalous soil geochemistry. Base and precious metal mineralization
have been found in multiple locations on the property but follow-up work was never done. The former producing Milnet Mine (nickel-copper-cobalt-platinum)
is situated 1 kilometre north of the property.
During
the period 2011 to 2016, the Company carried out a small amount of exploration including ground geophysics (magnetics and electromagnetics),
diamond drilling (301 metres in 1 drill hole), a borehole electromagnetic survey, georeferencing of selected claim posts, prospecting,
geological mapping, sampling and petrographic studies. The single hole located on the southeast corner of the property was drilled with
the purpose of providing geological information and to provide a platform for borehole pulse EM (“BHPEM”). No anomalies were
detected although quartz diorite breccia and partial melt material with 2-3% disseminated pyrrhotite and chalcopyrite was intersected
over short core lengths. The property is strategically located adjacent to the Company’s Post Creek property, located immediately
to the south, where occurrences of both quartz diorite and Sudbury Breccia have been identified. This program was carried out concurrently
with similar work on the Post Creek Property. Assay, whole rock and thin section samples were collected for analysis and study. Results
have been received and compiled.
Work
in 2020 and 2021 consisted of monitoring activity on adjacent claims to assist in target generation.
As
at the date of this MD&A, the company holds 100% interest in Halcyon Property and is obligated to pay advances on the NSR of $8,000
per annum, which will be deducted from any payments to be made under the NSR.
Quetico:
During FY 2018, the Company acquired 809 claims known as Quetico located within the Sudbury Mining District of Ontario. The Company
incurred total acquisition and exploration related costs of $64,256. Cells were acquired to assess (i) the Quetico Sub-province corridor,
which hosts intrusions with Ni-Cu-Co-PGM mineralization related to a late 2690 Ma Archean magmatic event, and (ii). the Neoproterozoic
(1100 Ma MCR) magmatic event and related intrusions. Three clusters of claims cells, labeled Quetico South, East and West cover magnetic
features interpreted to represent small differentiated intrusions. The review of government geological and geophysical data, and historic
assessment file data was completed in 2019 and recommendations for additional exploration work were prepared. An application has been
lodged with the Mining Lands Administration of the Ontario Government to extend the tenure of the claim blocks due to impact from COVID-19
on implementation of exploration work. A one-year exclusion was granted on September 1, 2020.
A
short program of prospecting and outcrop sampling was completed in June 2020 to search for mineralization related to early mid-continent
rift peridotite intrusions and Archean pyroxenites. Targets comprising, magnetic responses, prospective geology and geochemical anomalies,
were examined on all three clusters of claim cells.
Exploration
was focused on the East block where previous work identified mafic rocks with geochemical signatures similar to those that host
the Current Lake deposit, located 10 km to the east (below table). The Current Lake and Escape Lake deposits a total indicated
resource of 16.285 million tonnes at 3.5 g/t PdEq and an inferred resource of 9.852 million tonnes at 2.1 g/t PdEq (2021 update to NI
43-101 Technical Report, Clean Air Metals Inc.).
Sampling
in the East block adjacent to Clean Air Metals’ Current Lake Property identified outcropping peridotite and gabbroic rocks with
trace sulphide. The geochemical signature of the peridotite is similar to the differentiated Disraeli, Hele and Seagull intrusions based
on a comparison with historic assessment report and government data. There is no known electromagnetic (EM) survey coverage in the area
and accordingly the next phase of exploration will include airborne or surface EM survey work. These surveys will be designed to detect
conductive responses of potential nickel sulphide mineralization associated with the ultramafic intrusions.
On
the West block, a total of eight magnetic anomalies were investigated. Six anomalies remain unexplained and weakly mineralized magnetic
pyroxenite was identified at two locations. A weakly mineralized pyroxenite sample associated with a strong magnetic anomaly
has an elevated Au+Pt+Pd content. The configuration of the magnetic anomaly suggests the potential for a 3 km2 ultramafic intrusion and
a related feeder-dyke to the west. These intrusions may be separated from a larger intrusion to the east by a keel structure which is
a classic target for magmatic sulphide exploration. Future exploration will focus on this intrusion and others that were not prospected
in 2020.
Quetico
Property Location Map
Lingman
Lake Property: The Company digitally staked 188 claim cells known as Lingman Lake on April 15, 2019. The property occurs about 65
km South East of Red Sucker Lake First Nation and about 35 km southwest of Sachigo Lake First Nation, approximately 650 km northwest
of Thunder Bay. The Lingman Nickel Project, covers a portion of the Archean age Lingman Lake Greenstone Belt that includes tholeiitic-komatiitic
rocks and sulphide facies iron formation. Historic field work has identified ultramafic rocks with elevated nickel and copper in grab
samples and untested VTEM anomalies.
An
application was lodged with the Ontario Ministry of Energy, Northern Development and Mine (ENDM) on March 17, 2021 to extend the tenure
of the claim blocks due to impact from COVID-19 on the implementation of exploration work. The one-year exclusion was granted on May
6, 2021. Work commitments of $75,200 are due prior to April 15, 2022.
High
Atlas Project in Morocco:
In
2018, the Company geologists identified a camp scale project opportunity in the high Atlas Mountains of Morocco. Jurassic aged
troctolitic and gabbroic intrusions occur at the margin of a significant trans-lithospheric structure over a strike length greater than
100 km. The intrusions are host to three major Ni-Cu occurrences and another ten minor occurrences. There is no modern geophysical coverage
and no drilling on the property.
In
2019, the Company signed an MOU with ONHYM (Office National des Hydrocarbons et des Mines), a government entity and single largest
current permit holder in Morocco. Through this alliance, the Company was given access to confidential exploration data to develop
nickel projects in the High Atlas Region of Morocco. In November and December 2021, the Company lodged applications for five permits
in Morocco. All five permits were awarded to NAN as at the date of this report.
Project
Pipeline: Due to long term nickel market forecasts indicating a supply deficit developing, the Company believes that it is a good
time to acquire nickel exploration and development projects that could be developed assuming conservative long-term nickel prices. The
Company maintains a nickel project generation activity focusing on high prospectivity projects in countries with the Rule of Law and
reasonable development economics.
In
the context of rising nickel prices and positive developments in the electric vehicle market, the Company will look to enhance shareholder
value by aggressively expanding its nickel sulphide project pipeline. The Company’s staff are proceeding with compilation work
on prospective geological environments related to North American Archean craton margins where structural space controls the development
of mafic-ultramafic intrusions. The objective of this work is to identify underexplored or unexplored open system intrusions where large
zones of high-grade sulphide mineralization are controlled within the footprints of very small intrusions. For the past year, the Company
has been evaluating opportunities in Africa, including a direct investment in PNR, a private Canadian company who has recently completed
a binding purchase agreement to acquire the assets, currently in liquidation, formerly operated by BCL in Botswana. In addition,
the development of a Moroccan-based subsidiary company is proceeding and will provide an opportunity to assess nickel sulphide potential
throughout the country.
ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The
following discussion and analysis should be read in conjunction with the financial statements and notes thereto included herein (see
also “Selected Financial Data”). The financial statements have been prepared in accordance with International Financial Reporting
Standards (“IFRS”).
Overview
North
American Nickel is an international mineral exploration and resource development company listed on the TSX Venture Exchange (“TSXV”)
as at May 3, 2011 trading under the symbol NAN. The Company’s principal business activity is the exploration and development of
mineral properties in Greenland, Morocco and Canada, as well as in Botswana through its participation in Premium Nickel Resources.
A.
Operating Results
The
Company is an exploration and development stage entity and has not yet achieved profitable operations. The Company has shown losses for
the past several years. These losses result largely from having no revenue and significant exploration and administrative expenses related
to operations.
The
Company continues in the exploration business and the development of its camp scale Maniitsoq Project in south-western Greenland and
the Post Creek Property in Sudbury, Ontario. In addition, the company looks to enhance shareholder value by aggressively expanding its
nickel sulphide project pipeline including the development of a Moroccan-based subsidiary company as well as a direct investment in PNR,
a private Canadian company who has recently acquired the Selebi and Selebi North Ni-Cu-Co assets, currently in liquidation, formerly
operated by BCL in Botswana.
Net
loss of $3,996,317 in FY 2021 was higher by $1,255,544 compared to a loss of $2,740,773 in FY 2020. The higher loss
in FY 2021 was mainly driven by higher share-based payments costs during FY 2021.
B.
Liquidity and Capital Resources
Since
the Company is organized in Canada, the Company’s December 31, 2021 financial statements have been prepared in accordance with
International Financial Reporting Standards (‘IFRS”).
At
the end of FY 2021, the Company had a working capital of $1,767,242 (FY 2020 - $207,775 a negative working capital) and reported
accumulated deficit of $57,090,869 (FY 2020 - $53,299,078). The Company will require additional funds to continue its planned
operations and meet its obligations.
As
at December 31, 2021, the Company had $1,972,716 in available cash (December 31, 2020— $308,151). There are no sources of operating
cash flows. Given the Company’s current financial position and the ongoing exploration and evaluation expenditures, the Company
will need to raise additional capital through the issuance of equity or other available financing alternatives to continue funding its
operating, exploration and evaluation activities, and eventual development of the mineral properties. 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.
As
noted, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements
do not include any adjustment that might arise from uncertainty. The auditors’ report includes an explanatory paragraph disclosing
the Company’s ability to continue as a going concern.
During
FY 2021 year, the Company received additional cash inflow of $1,641,675 from exercised warrants and $112,000 from exercised options.
On April 20, 2021, the Company closed a private placement consisting of an aggregate of 8,290,665 units of the Company (“Units”)
at a price of $0.24 per Unit, for aggregate gross proceeds of $1,989,760.
C.
Research and development, patents and licenses, etc.
Not
applicable
D.
Trend information
The
major trends impacting the company and its industry are lack of access to capital, caused by the severe global financial contraction,
and the corresponding contraction of demand for most commodities. However, the long-term nickel market forecasts indicating a supply
deficit developing due to positive developments in the electric vehicle market as well as supply constrains by a protracted low level
of investment in mine expansion, exploration and development of new nickel mine. The Company believes that it is a good time to acquire
nickel exploration and development projects that could be developed assuming conservative long-term nickel prices.
Impact
of Inflation
The
Company believes that inflation had minimal effect on costs related to its exploration activities in the 12 months ending December 31,
2021.
Quantitative
and Qualitative Disclosures about Market Risk
Not
applicable to the Company.
E.
Off-balance sheet arrangements
Not
applicable
F.
Tabular disclosure of contractual obligations
Not
applicable
Critical
Accounting Policies and Estimates
Basis
of preparation and accounting policies
The
financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”)
issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting
Interpretations Committee (“IFRIC”).
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 financial statements in conformity with IFRS requires the use of
certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company’s
accounting policies. These areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant
to the consolidated financial statements, are disclosed in Note 3 of audited financial statements.
Basic
of consolidation
These
financial statements include the financial statements of the Company and its wholly-owned subsidiary, North American Nickel (US) Inc.
which was incorporated in the State of Delaware on May 22, 2015.
Consolidation
is required when the Company is exposed, or has rights to variable returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. All intercompany transactions, balances, income and expenses are eliminated
upon consolidation.
Foreign
currency translation
Foreign
currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign
currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue to be
carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate
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 profit or loss in the statement
of comprehensive income in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment
hedge.
Exchange
differences arising on the translation of non-monetary items are recognized in other comprehensive income in the statement of comprehensive
income to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income. Where
the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.
Exploration
and evaluation assets
Exploration
and evaluation assets include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair
value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures
are initially capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit
or loss.
Government
tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.
Exploration
and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability,
and (ii) facts, events and circumstances suggest that the carrying amount exceeds the recoverable amount.
Once
the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration
and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property
and development assets within equipment.
Recoverability
of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or
alternatively, sale of the respective areas of interest.
The
Company may occasionally enter into farm-out arrangements, whereby it will transfer part of the interest, as consideration, for an agreement
by the farmee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. The
Company does not record any expenditures made by the farmee on its behalf. Any cash consideration received from the agreement is credited
against the costs previously capitalized to the mineral interest given up by the Company, with any excess consideration accounted for
in profit.
When
a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect
of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries,
are written off to the statement of comprehensive loss/income.
Restoration
and environmental obligations
The
Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term
assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present
value of future restoration cost estimates is capitalized to exploration and evaluation assets along with a corresponding increase in
the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to
calculate the net present value. The restoration asset will be depreciated on the same basis as other mining assets.
These
changes are recorded directly to mining assets with a corresponding entry to the restoration provision. The Company’s estimates
are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.
Changes
in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for
the period.
The
net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are
charged to profit or loss in the period incurred.
The
costs of restoration projects included in the provision are recorded against the provision as incurred. The costs to prevent and control
environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration
and evaluation assets.
Impairment
of assets
Impairment
tests on intangible assets with indefinite useful economic lives are undertaken annually at the financial year-end. Other non-financial
assets, including exploration and evaluation assets are subject to impairment tests whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the
higher of value in use and fair value less costs to sell, the asset is written down accordingly.
Where
it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s
cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash
inflows that are largely independent of the cash inflows from other assets.
An
impairment loss is charged to the profit or loss, except to the extent they reverse gains previously recognized in other comprehensive
loss/income.
Financial
instruments
The
Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”),
at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification
of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for
managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified
as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument
basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured
at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.
The
following table shows the classification of the Company’s financial assets and liabilities:
| Financial
asset/liability |
|
Classification |
| Cash |
|
FVTPL |
| Other
receivable |
|
Amortized
cost |
| Trade
payables |
|
Amortized
cost |
Measurement
Financial
assets and liabilities at amortized cost
Financial
assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently
carried at amortized cost less any impairment.
Financial
assets and liabilities at FVTPL
Financial
assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized
and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included
in the statements of comprehensive loss in the period in which they arise.
Impairment
of financial assets at amortized cost
An
‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit
losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized
for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present
value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate,
either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.
In
a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously
recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the
impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Derecognition
Financial
assets
The
Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers
the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition
are generally recognized in the statements of comprehensive loss.
Financial
liabilities are derecognized when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference
between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the Statement
of Comprehensive Loss.
Financial
assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company
has transferred substantially all risks and rewards of ownership.
Loss
per share
The
Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method
the dilutive effect on loss per common share is recognized on the use of the proceeds that could be obtained upon exercise of options,
warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during
the period.
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 and warrants. Dilutive loss per common share is not presented differently from basic loss per share as the conversion
of outstanding stock options and warrants into common shares would be anti-dilutive.
Income
taxes
Income
tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it
arises in a business combination, or from items recognized directly in equity or other comprehensive loss/income.
Current
income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting
date, in the countries where the Company operates and generates taxable income.
Current
income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income
or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations
in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred
income tax is provided using the asset and liability method of temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
The
carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that
it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred
income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or
the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting
period.
Deferred
income tax assets and deferred income tax liabilities are offset, only if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
Flow-through
shares
Any
premium received by the Company on the issuance of flow-through shares is initially recorded as a liability (“flow-through tax
liability”). Upon renouncement by the Company of the tax benefits associated with the related expenditures, a flow-through share
premium liability is recognized and the liability will be reversed as eligible expenditures are made. If such expenditures are capitalized,
a deferred tax liability is recognized. To the extent that suitable deferred tax assets are available, the Company will reduce the deferred
tax liability.
Share-based
payments
Where
equity-settled share options are awarded to employees, the fair value of the options at the date of grant is recognized over the vesting
period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually
vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other
vesting conditions are satisfied, a charge is made irrespective of whether these non-vesting and market vesting conditions are satisfied.
The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where
the terms and conditions of options are modified, the increase in the fair value of the options, measured immediately before and after
the modification, is also recognized over the remaining vesting period.
Where
equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. Amounts related
to the issuance of shares are recorded as a reduction of share capital.
When
the value of goods and services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured
by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects
of non-transferability, exercise restrictions, and behavioural considerations.
All
equity-settled share-based payments are reflected in share-based payments reserve, until exercised. Upon exercise shares are issued from
treasury and the amount reflected in share-based payments reserve is credited to share capital along with any consideration paid.
Share
capital
The
Company’s common shares, preferred shares, share warrants and flow-through shares are classified as equity instruments.
Incremental
costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.
Proceeds
received on the issuance of units, consisting of common shares and warrants are allocated to share capital.
Flow-through
shares
Resource
expenditure deductions for income tax purposes related to exploratory activities funded by flow-through share arrangements are renounced
to investors in accordance with income tax legislation. Pursuant to the terms of the flow-through share agreements, these shares transfer
the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow-through share into
a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized
as a liability and share capital. Upon expenses being incurred, the Company derecognizes the liability and recognizes a deferred tax
liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income and the related deferred
tax is recognized as a tax provision.
Proceeds
received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures
within a two-year period. The portion of the proceeds received but not yet expended at the end of the period is disclosed separately
as flow-through share proceeds, if any.
The
Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the look-back Rule, in accordance with Government
of Canada flow-through regulations. When applicable, this tax is accrued as a financing expense until qualifying expenditures are incurred.
Equipment
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 the statement of comprehensive
income 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 profit or loss.
Depreciation
and amortization are calculated on a straight-line method to charge the cost, less residual value, of the assets to their residual values
over their estimated useful lives. The depreciation and amortization rate applicable to each category of equipment is as follows:
| Equipment | |
Depreciation
rate | |
| Exploration equipment | |
| 20 | % |
| Computer software | |
| 50 | % |
| Computer equipment | |
| 55 | % |
Equity
investment
Investments
in entities over which the Company has a significant influence, but not control, are accounted for by the equity method, whereby the
original cost of the investment is adjusted for the Company’s proportionate share of the investee’s income or loss. When
the Company’s equity investee issues its own shares to outside interest, a dilution gain or loss arises as a result of the difference
between the Company’s proportionate share of the proceeds and the carrying value of the underlying equity. When net accumulated
losses from an equity accounted investment exceed its carrying amount, the investment balance is reduced to zero and additional losses
are not provided for unless the Company is committed to provide financial support to the investee.
Accounting
standards and amendments issued but not yet effective:
Certain
accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either
not applicable or are not expected to have a significant impact on the Company’s financial statements.
IAS
16 - “Property, Plant and Equipment”
The
IASB issued an amendment to IAS 16, Property, Plant and Equipment to prohibit the deducting from property, plant and equipment amounts
received from selling items produced while preparing an asset for its intended use. Instead, sales proceeds and its related costs must
be recognized in profit or loss. The amendment will require companies to distinguish between costs associated with producing and selling
items before the item of property, plant and equipment is available for use and costs associated with making the item of property, plant
and equipment available for its intended use. The amendment is effective for annual periods beginning on or after January 1, 2022, with
earlier application permitted. The amendment is not currently applicable.
IAS
1 – “Presentation of Financial Statements”
The
IASB issued an amendment to IAS 1, Presentation of Financial Statements to clarify one of the requirements under the standard for classifying
a liability as non-current in nature, specifically the requirement for an entity to have the right to defer settlement of the liability
for at least 12 months after the reporting period. The amendment includes: (i) specifying that an entity’s right to defer settlement
must exist at the end of the reporting period; (ii) clarifying that classification is unaffected by management’s intentions or
expectations about whether the entity will exercise its right to defer settlement; (iii) clarifying how lending conditions affect classification;
and (iv) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. An assessment
will be performed prior to the effective date of January 1, 2023 to determine the impact to the Company’s financial statements.
ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
It
should be noted that the management discussed below is primarily involved with the Company’s current activities. As the Company
concludes an acquisition or merger, or embarks on any other type of project, additional personnel with differing areas of expertise will
be utilized. Directors are elected annually by a majority vote of the shareholders and hold office until the next general meeting of
the shareholders. Officers are appointed by, and serve at the discretion of, the board of directors. The names, place of residence, positions
within the Company and the principal occupations of the directors and senior officers of the Company are set out below.
A.
Directors and senior management.
Name,
Municipality of Residence
Principal
Occupation and Position
and
Position with the Company |
|
Age |
|
During
the Past Five Years |
| |
|
|
|
|
Douglas
E. Ford
West
Vancouver,
B.C.
Director |
|
58 |
|
Director
of North American Nickel Inc. since September 1992; General Manager of Dockside Capital, a private merchant banking and venture capital
firm, from 1987 to present. |
| |
|
|
|
|
Christopher
Messina
Indialantic,
Florida
Director |
|
50 |
|
Director
of North American Nickel Inc. since October 2015, Advisor to a number of technology companies in the big data analytics, artificial
intelligence, shipping, commodities and cyber security industries. |
| |
|
|
|
|
Janet
Huang
NingDe,
China
Director |
|
44 |
|
Director
of North American Nickel Inc. since April 2019, Head of Internal Audit for Contemporary Amperex Technology Limited (CATL) 2018-Present,
Investment Manager of CATL, 2016-2018 |
| |
|
|
|
|
Charles
Riopel
Montreal,
QC
Director,
Chairman |
|
55 |
|
Director
of North American Nickel Inc. since Jun 2019, founder and managing partner at Latitude 45, a mining private equity fund; board member
of Premium Nickel Resources, North American Nickel, Aligo Innovation, Meridian Mining SA, Women in Mining Canada and the Foundation
of Greater Montreal. |
| |
|
|
|
|
John
Hick
Toronto,
ON
Director |
|
72 |
|
Director
of North American Nickel Inc. since February 2021, Independent corporate director of a number of publicly listed and private companies. |
| |
|
|
|
|
Mark Fedikow
Saltspring Island, B.C.
President
|
|
69 |
|
President
of North American Nickel Inc. since August 2010, President of Mount Morgan Resources Ltd. 2001 — present Director and VP of
Exploration Services for VMS Ventures Inc. 2008 — April 2015, Director and VP of Exploration IMetal Resources Inc. 2004-Present. |
| |
|
|
|
|
Keith
Morrison
Burlington,
ON
Director,
Chief Executive Officer |
|
62 |
|
Director
and CEO of North American Nickel Inc. since December 2014, Director of Era Resources Inc. 2011-2017, Non-Executive Chairman of Security
Devices International Inc. 2014-2017, Non-Executive Chairman of Osgood Mountain Gold Ltd. August 2016 — 2017, Non-Executive
chairman of ZEN Graphene Solution Ltd. 2018 |
| |
|
|
|
|
Sarah-Wenjia
Zhu
Montreal,
QC
Chief
Financial Officer |
|
47 |
|
CFO
of North American Nickel Inc since May 2018, formerly an investment manager at The Sentient Group 2009-2017; Equity analyst/associate
at PE fund and bank 2007-2009; Deloitte China 1998-2003 |
B.
Compensation.
Management
compensation is determined by the board of directors based on competitive prices for services provided. During the year ended December
31, 2021, directors and officers, including private companies controlled by directors and officers, as a group, paid or accrued a total
of $530,565 in management fees. See “Item 7. Major Shareholders and Related Party Transactions” for more detail on
fees paid to members of management or to entities owned by them.
For
the year ended December 31, 2021, the Company paid $210,000 in compensation to Directors for acting as Directors. The Company does not
have any pension or retirement plans, nor does the Company compensate its directors and officers by way of any material bonus or profit
sharing plans.
The
Company adopted a Stock Option Plan (the “Plan”), providing the authority to grant options to directors, officers, employees
and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the Plan, the exercise
price of each option equals the market price or a discounted price of the Company’s stock as calculated on the date of grant. The
options can be granted for a maximum term of 10 years.
During
the year ended December 31, 2021, the Company granted an aggregate total of 8,178,972 stock options to employees, directors and consultants
with a maximum term of 5 years. All options vest immediately and are exercisable as to 3,185,000 options at $0.32 per share and 4,993,972
options at $0.40 per share. The Company calculates the fair value of all stock options using the Black-Scholes Option Pricing Model.
The fair value of options granted during the year ended December 31, 2021 amounted to $2,530,706 and was recorded as a share-based payment
expense.
C.
Board practices.
Pursuant
to the provisions of the Company Act (BC), the Company’s directors are elected annually at the regularly schedules annual
general meeting of shareholders. Each elected director is elected for a one-year term unless he resigns prior to the expiry of his term.
The
Company has no arrangements in place for provision of benefits to its directors or upon their termination.
The
Board has five committees in place:
Audit
Committee is made up of Douglas Ford (Chair), Christopher Messina and Charles Riopel. The Audit Committee is an operating committee of
the board of directors responsible for the oversight of financial reporting and disclosure. On May 2, 2006, the Company’s board
of directors adopted a new charter for the Audit Committee.
Compensation
Committee is made up of Christopher Messina (Chair), Douglas Ford and John Hick. In addition to making recommendations to the Board of
the Company as to appropriate salary and other compensation for senior executives and directors of the Company, the compensation committee
makes recommendations to the Board of the Company as to the level of stock option compensation and stock warrants granted within the
Company.
Technical
Oversight Committee is made up of Keith Morrison and Charles Riopel. The Technical Oversight Committee provides general oversight and
support to the Geological team and identifies technical issues and tasks necessary to support the activities of the Company.
Corporate
Governance Committee is made up of John Hick (Chair), Douglas Ford and Janet Huang. The Corporate Governance Committee is responsible
for reviewing and making recommendations to the Board of the Company as to the rules and procedures for making decisions in corporate
affairs and establishing a complete Handbook for the Company.
Compliance/Disclosure
Committee is made up of Charles Riopel (Chair) and Keith Morrison. The purpose of the Compliance Committee is to oversee the Company’s
implementation of programs, policies and procedures that are designed to respond to the various compliance and regulatory risks facing
the Company. The Compliance Committee meets as required to oversee the dissemination of all corporate material.
D.
Employees.
The
Company began termination and working notice severance to all employees from December 2019 and migrated the employees who were willing
to continue with the Company to contractors.
As
at December 31, 2021, the Company had no salaried employees.
E.
Share ownership.
A
total of ten percent (10%) of the common shares of the Company, outstanding from time to time, are reserved for the issuance of stock
options pursuant to the Company’s Incentive Stock Option Plan. During the year 2021, the Company granted an aggregate total of
8,178,972 stock options to directors, consultants and employees. Other information on ownership is contained in the table below.
ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.
A.
Major shareholders.
The
following table sets forth certain information regarding beneficial ownership of the Company’s shares as of the date of this report
by (i) each person who is known to own beneficially more than 5% of the Company’s outstanding Common Stock, (ii) each of the Company’s
directors and executive officers and (iii) all current directors and executive officers as a group. The table does not reflect common
shares held of record by depositories but does include currently exercisable options and warrants which are included in the calculation
of percentage of class ownership for each individual holder. As of the day of this report, there were 133,870,031 common shares issued
and outstanding, 65,659 preferred shares outstanding, 15,013,972 exercisable options, 13,417,421 warrants which fully diluted is 162,367,083
| Name of Beneficial Owner | |
Number of Shares (post-consolidation) | | |
Percent | |
| Principal Holders | |
| | | |
| | |
| Sentient Group GP IV | |
| 36,980,982 | | |
| 27.62 | % |
| Contemporary Amperex Technology Ltd. (CATL) | |
| 22,944,444 | | |
| 17.14 | % |
| Officers and Directors | |
| | | |
| | |
| Douglas Ford | |
| 276,050 | (1) | |
| | |
| Keith Morrison | |
| 1,740,117 | (2) | |
| | |
| Mark Fedikow | |
| 2,106,183 | | |
| | |
| Christopher Messina | |
| 128,143 | | |
| | |
| Sarah-Wenjia Zhu | |
| 830,623 | | |
| | |
| Charles Riopel | |
| 209,243 | | |
| | |
| All Officers and Directors as a Group (8 persons) | |
| 5,290,359 | | |
| 3.95 | % |
| |
(1) |
Includes
200,000 shares held through Dockside Capital Group Inc. |
| |
(2) |
includes
840,826 shares held through Lacnikdon Ltd. |
Effective
October 4, 2019, the Company completed a share consolidation of the Company’s issued and outstanding common shares whereby for
every ten (10) pre-consolidation common shares issued and outstanding, one (1) post-consolidation common share exists without par value.
All
references to share capital, warrants, options and weighted average number of shares outstanding have been adjusted retrospectively to
reflect the Company’s 10-for-1 share consolidation as if it occurred at the beginning of the earliest period presented.
On
April 20, 2021, the Company closed the previously announced and oversubscribed non-brokered private placement consisting of an
aggregate of 8,290,665 units of the Company (the “Units”) at a price of $0.24 per Unit, for aggregate gross proceeds of $1,989,759.60
Each Unit consists of one common share in the capital of the Company and one half transferable common share purchase warrant (“Warrant”)
of the Company. Each full Warrant entitles the holder to acquire one common share of the Company at any time prior to 5:00 p.m. (Toronto
time) on the date that is twenty-four (24) months following its issuance date, at a price of $0.35. The warrants are subject to an acceleration
clause that if the closing market price of the common shares on the TSX-V is greater than the $0.60 per common share for a period of
10 consecutive trading days at any time after the four-month anniversary of the closing of the placement, the Company may, at its option,
accelerate the warrant expiry date to within 30 days.
During
the year ended December 31, 2021, the Company issued 13,080,314 common shares on exercise of warrants and options and received $1,642,121
in proceeds from the exercise of 12,580,314 warrants and $112,000 from the exercise of 500,000 options. There were no warrants or options
exercised during the year ended December 31, 2020 and 2019.
As
at December 31, 2021, the Company has 131,204,627 common shares issued and outstanding, (December 31, 2020 – 109,833,648) (December
31, 2019 – 88,690,791).
B.
Related party transactions.
Related
party transactions were in the normal course of business and have been recorded at the exchange amount which is the fair value agreed
to between the parties. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.
Related
party balances - The following amounts due to related parties are included in trade payables and accrued liabilities
(All
amounts in table are expressed in thousands of Canadian dollars)
| | |
December 31, | | |
December 31, | | |
December 31, | |
| | |
2021 | | |
2020 | | |
2019 | |
| Directors and officers of the Company | |
$ | 28 | | |
$ | 21 | | |
$ | 38 | |
| Related company | |
| 5 | | |
| 7 | | |
| 131 | |
| | |
$ | 33 | | |
$ | 28 | | |
| 161 | |
These
amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
The
following amount due from related party and advancement represent other receivable included in current assets as well as investment in
Premium Nickel Resource Inc. (“Premium Nickel”) a private company incorporated in Ontario in which certain directors and
officers of the Company also hold offices and minority investments.
(All
amounts in table are expressed in thousands of Canadian dollars)
| | |
December 31, | | |
December 31, | | |
December 31, | |
| | |
2021 | | |
2020 | | |
2019 | |
| Due from related party | |
$ | 199 | | |
$ | 55 | | |
$ | 55 | |
| Advance | |
| — | | |
| 50 | | |
| 50 | |
| Investment | |
| 321 | | |
| 48 | | |
| 48 | |
| Total | |
| 520 | | |
| 153 | | |
| 153 | |
(a)
Investment in Premium Nickel
On
September 30, 2019, the Company entered into a Memorandum of Understanding (“MOU”) with Premium Nickel Resources Inc. (“Premium
Nickel”). Pursuant to the MOU, the Company and Premium Nickel set forth their interests in negotiating and acquiring the business
and assets of BCL Limited, a private company with operations in Botswana that is currently in liquidation.
Concurrent
with the MOU, the Company initially subscribed for 2,400,000 common shares of Premium Nickel at $0.01, for a total investment of $24,000.
The Company’s initial investment included a provision that gives the Company the right to nominate two directors to the board of
directors of Premium Nickel. The Company’s initial investment also included Premium Nickel issuing the Company a non-transferable
share purchase warrant (the “Warrant”), which entitles the Company to purchase common shares of Premium Nickel, for up to
15% of the capital of Premium Nickel upon payment of US $10 million prior to the fifth anniversary of the date of issue. At December
31, 2019, the Company’s investment was recorded as an advance, as the Company had not yet been issued the common share certificate
nor the Warrant. The initial investment common share certificate and Warrant were issued during the year ended December 31, 2020.
To
December 31, 2020, the Company subscribed for a further 4,657,711 common shares of Premium Nickel, for a further investment of $154,164.
The common shares underlying the investment are restricted (“Restricted”) from being traded before such date that is 4 months
after the later of (a) the date of issuance and (b) the date at which Premium Nickel becomes a reporting issuer in any province or territory.
To December 31, 2020 and subsequently, the underlying common shares are Restricted. During year ended December 31, 2021, the Company
invested additional $441,446 and to December 31, 2021, the Company’s total investment constitutes a 10% holding (December
31, 2020 – 11.01%) in Premium Nickel.
As
December 31, 2021, the Company had representation on the board, participate in the policy-making process, material transactions between
the Company and Premium Nickel, interchange of managerial personnel, provision of essential technical information and operating involvement.
Accordingly, the Company determined that it has significant influence in Premium Nickel and has used equity accounting of the investment.
Premium Nickel’s financial information at December 31, 2021 was net assets of $4,770,937 which was comprised primarily of
cash, and a total comprehensive loss of $1,688,310 was recorded for the year ended December 31, 2021.
Details
of the Company’s investment at December 31, 2021 is as follows:
| | |
Investment | |
| Balance, December 31, 2020 | |
| 48 | |
| Reallocation of advance | |
| 50 | |
| Investment | |
| 392 | |
| Share of loss of Premium Nickel | |
| (169 | ) |
| | |
| | |
| Total | |
| 321 | |
On
January 1, 2020, the Company entered into a Management and Technical Services Agreement (“the Services Agreement”) with Premium
Nickel whereby the Company will provide certain technical, corporate, administrative and clerical, office and other services to Premium
Nickel during the due diligence stage of the contemplated arrangement. The Company will charge Premium Nickel for expenses incurred and
has the right to charge a 2% administrative fee on third party expenses. The Company will invoice Premium Nickel on a monthly basis and
payment shall be made by Premium Nickel no later than 15 days after receipt of such invoice. The term of the Service Agreement is for
an initial period of 3 years and can be renewed for an additional 1 year period. The Service Agreement can be terminated within 30 days
notice, for non-performance, by the Company giving 6 months notice or Premium Nickel within 90 days provided the Company no longer owns
at least 10% of the outstanding common shares of Premium Nickel. If Premium Nickel defaults on making payments, the outstanding balance
shall be treated as a loan to Premium Nickel, to be evidenced by a promissory note. The promissory note will be payable upon demand and
bear interest at a rate equal to the then current lending rate plus 1%, calculated from the date of default. Subsequent payment by Premium
Nickel will be first applied to accrued interest and then principle of the invoice. During the year ended December 31, 2020, pursuant
to the Services Agreement, the Company charged Premium Nickel $2,370,444 (December 31, 2020 - $647,164) for services and charged, $42,315
(December 31, 2020 - $8,495) in administrative fees, received $2,225,589 (December 31, 2020 – $701,305) and recorded $199,145 in
due from Premium Nickel (December 31, 2020 - $54,619). Subsequent to December 31, 2021, the Company received the $199,145 in full from
Premium Nickel.
(b)
Key Management Compensation
Key
management personnel are defined as members of the Board of Directors and senior officers.
Key
management compensation was:
(All
amounts in table are expressed in thousands of Canadian dollars)
| | |
December 31, 2021 | | |
December 31, 2020 | | |
December 31, 2019 | |
| Geological consulting fees — expensed | |
| - | | |
| 5 | | |
| 136 | |
| Management fees — expensed | |
| 531 | | |
| 478 | | |
| 747 | |
| Salaries - expensed | |
| | | |
| 182 | | |
| 185 | |
| Share-based payments | |
| 2,314 | | |
| 756 | | |
| - | |
| Total | |
| 2,845 | | |
| 1,421 | | |
| 1,068 | |
(c)
Transactions with Sentient
As
of December 31, 2021, Sentient Executive GP IV Limited (“Sentient”) beneficially owns 36,980,982 common shares, constituting
approximately 28.19% (2020 – 33.66%) of the currently issued and outstanding common shares of the Company.
(d)
Transaction with CATL
As
of December 31, 2021, Contemporary Amperex Technology Limited (“CATL”) beneficially owns 22,944,444 common shares, constituting
approximately 17.49% (2020 - 20.89%) of the currently issued and outstanding shares of the Company. CATL has pre-emptive rights and the
right to nominate one director to the board of directors of the Company.
C.
Interests of experts and counsel
Not
required.
ITEM
8. FINANCIAL INFORMATION
A.
Consolidated Statements and Other Financial Information
See
Item 17 and our financial statements and accompanying notes beginning on page F-1.
B.
Significant Changes
The
Company is not aware of any significant change since December 31, 2020 that is not otherwise reported in this filing.
ITEM
9. THE OFFER AND LISTING
Effective
December 21, 2006 our common shares became quoted on the United States OTC Bulletin Board, under the symbol “WSCRF”. On May
30, 2011 the common shares of the Company began trading under the symbol “NAN” on the TSX-V Venture Exchange. The table below
sets forth the high and low prices expressed in Canadian dollars on the TSX-V and in United States dollars on the OTC in the United States
for the Company’s common shares for the past five years, for each quarter for the last two fiscal years, and for the last six months.
Note this trading data does not take into effect the 10-old for 1-new reverse split effected on October 4, 2019.
| | |
High | | |
Low | | |
High | | |
Low | |
| | |
| (Canadian Dollars) | | |
| (United States Dollars) | |
| | |
| | | |
| | | |
| | | |
| | |
| Last Five Fiscal Years | |
| | | |
| | | |
| | | |
| | |
| 2021 | |
| 0.65 | | |
| 0.14 | | |
| 0.518 | | |
| 0.113 | |
| 2020 | |
| 0.30 | | |
| 0.06 | | |
| 0.332 | | |
| 0.045 | |
| 2019 | |
| 0.40 | | |
| 0.10 | | |
| 0.372 | | |
| 0.023 | |
| 2018 | |
| 0.085 | | |
| 0.030 | | |
| 0.075 | | |
| 0.020 | |
| 2017 | |
| 0.095 | | |
| 0.065 | | |
| 0.076 | | |
| 0.043 | |
| | |
| | | |
| | | |
| | | |
| | |
| 2021 | |
| | | |
| | | |
| | | |
| | |
| Fourth Quarter ended December 31, 2021 | |
| 0.65 | | |
| 0.315 | | |
| 0.518 | | |
| 0.247 | |
| Third Quarter ended September 30, 2021 | |
| 0.32 | | |
| 0.225 | | |
| 0.278 | | |
| 0.178 | |
| Second Quarter ended June 30, 2021 | |
| 0.29 | | |
| 0.215 | | |
| 0.24 | | |
| 0.172 | |
| First Quarter ended March 31, 2021 | |
| 0.39 | | |
| 0.14 | | |
| 0.30 | | |
| 0.113 | |
| | |
| | | |
| | | |
| | | |
| | |
| 2020 | |
| | | |
| | | |
| | | |
| | |
| Fourth Quarter ended December 31, 2020 | |
| 0.235 | | |
| 0.15 | | |
| 0.199 | | |
| 0.111 | |
| Third Quarter ended September 30, 2020 | |
| 0.30 | | |
| 0.08 | | |
| 0.332 | | |
| 0.052 | |
| Second Quarter ended June 30, 2020 | |
| 0.10 | | |
| 0.07 | | |
| 0.072 | | |
| 0.045 | |
| First Quarter ended March 31, 2020 | |
| 0.215 | | |
| 0.06 | | |
| 0.158 | | |
| 0.05 | |
| | |
| | | |
| | | |
| | | |
| | |
| Last Six Months | |
| | | |
| | | |
| | | |
| | |
| March 2022 | |
| 0.58 | | |
| 0.58 | | |
| 0.476 | | |
| 0.476 | |
| February 2022 | |
| 0.63 | | |
| 0.53 | | |
| 0.49 | | |
| 0.413 | |
| January 2022 | |
| 0.64 | | |
| 0.435 | | |
| 0.512 | | |
| 0.343 | |
| December 2021 | |
| 0.59 | | |
| 0.40 | | |
| 0.458 | | |
| 0.326 | |
| November 2021 | |
| 0.65 | | |
| 0.37 | | |
| 0.518 | | |
| 0.297 | |
| October 2021 | |
| 0.455 | | |
| 0.315 | | |
| 0.363 | | |
| 0.247 | |
The
closing price of the Company’s common shares as reported by the TSX-V on December 31, 2021 was C$0.43. The closing price of the
Company’s common shares as reported by the OTCbb on December 31, 2021 was US$0.34.
The
Company’s common shares are issued in registered form. Computershare Investor Services Inc. is the registrar and transfer agent
for the Company’s common shares.
The
Company has no outstanding securities not listed on a marketplace other than incentive stock options and warrants.
Since
the beginning of the most recently completed financial year, warrants issued to purchase an aggregate 21,731,011 common shares were issued.
The following table outlines the detail of each issuance:
| Number of Warrants | |
Exercise Price | | |
Grant Date | |
| | |
| (CDN $) | | |
| | |
| | |
| | | |
| | |
| 4,006,370 | |
$ | 0.35 | | |
| April 16, 2021 | |
| 4,006,370 | |
| | | |
| | |
Since
the beginning of the most recently completed financial year, Options issued to purchase an aggregate 8,178,972 common shares were issued.
The following table outlines the detail of each issuance:
| Number of Options | |
Exercise Price | | |
Grant Date | |
| | |
| (CDN $) | | |
| | |
| | |
| | | |
| | |
| 3,185,000 | |
$ | 0.32 | | |
| February 25, 2021 | |
| 4,993,972 | |
| 0.40 | | |
| October 25, 2021 | |
| 8,178,972 | |
| | | |
| | |
ITEM
10. ADDITIONAL INFORMATION
A.
Share capital
Not
required
B.
Memorandum and articles of association
| 1. |
The
Company was incorporated as Rainbow Resources Ltd. September 20, 1983 under certificate of incorporation no. 268952 in the Province
of British Columbia Canada. The name was changed to Widescope Resources Ltd. May 1 1984, to Gemini Technology Inc. September 13 1985,
to International Gemini Technology Inc. September 23 1993, and to Widescope Resources Inc., effective July 12, 2006. The name was
subsequently changed to North American Nickel Inc., effective April 19, 2010. No objects and purposes are described. |
| |
|
| 2. |
If
a director has a material interest in a matter subject to a vote, he must declare it and abstain from voting, or have his vote not
counted, except for certain specific exclusions which include setting director compensation. There are no restrictions on directors
issuing debt however shareholder approval may be required in connection with convertible debt or other debt driven requirements to
issue shares. There is no retirement age or share ownership requirement for directors. |
| |
|
| 3. |
Dividends
are declared by directors and subject to any special rights, paid to all holders of shares in a class according to the number of
shares held. Voting rights are one vote per share. Directors stand for election every year at the annual meeting. Shareholders have
no rights to share directly in the company’s profits. Subject to prior claims of creditors and preferred shareholders, common
shareholders participate in any surplus in the event of liquidation according to the number of shares held. The Company may redeem
shares by directors’ resolution in compliance with applicable law unless the company is insolvent or may become insolvent by
doing so. It must make its offer pro rata to every member who holds a class, subject to applicable stock exchange rules or company
act provisions. The directors have wide discretion. Shareholders have no liability for further capital calls. No discriminatory provisions,
against an existing or prospective shareholder of a substantial number of shares, are imposed by the articles. |
| 4. |
Rights
of holders of any class of shares can only be changed with their consent, and in accordance with the company act. Consent must be
in writing by the holders or by a three fourths majority of a vote of the holders, and by the consent of the British Columbia Securities
Commission. |
| |
|
| 5. |
A
notice convening an annual general or special meeting must specify the place, date, hour, and in the case of a special meeting, the
general nature of the special business, and must be given in accordance with the company act. There are no special conditions outlining
rights of admission. |
| |
|
| 6. |
There
are no limitations on rights to own securities. |
| |
|
| 7. |
There
are no provisions to delay, defer, or prevent a change in control. |
| |
|
| 8. |
Nothing
in the articles requires ownership disclosure. |
| |
|
| 9. |
Not
applicable. |
| |
|
| 10. |
Not
applicable. |
C.
Material contracts
On
December 23, 2009, the Company executed a letter of intent whereby the Company has an option to acquire the mineral claim known as the
Post Creek Property located within the Sudbury Mining District of Ontario. The Company paid a non-refundable deposit of $8,000. On April
5, 2010, the Company entered into an option agreement to acquire rights to Post Creek Property. On March 12, 2013, the Post Creek Property
Option Agreement was amended, in order to acquire 100% working interests in the property, subject to certain net smelter return royalties
(“NSR”) and advance royalty payments the Company agreed to the following amended consideration, which has been met, cash
payments totaling $138,000 and the issuance of 1,000,000 common shares. The Company has exercised its option on Post Creek and as of
August 1, 2015, the Company is obligated to pay advances on the NSR of $10,000 per annum, which will be deducted from any payments to
be made under the NSR
On
April 5, 2010, the Company entered into an option agreement to acquire rights to Halcyon Property. On March 12, 2013, the Halcyon Property
Option Agreement was amended. In order to acquire up to a 100% working interest in the property, subject to certain net smelter return
royalties (“NSR”) and advance royalty payments the Company agreed to the following amended consideration, which has been
met, cash payments totalling $120,000 and the issuance of 700,000 common shares. Further, commencing on the amended date of August 1,
2015, if the Company exercises its option, the Company will be obligated to pay advances on the NSR of $8,000 per annum, which will be
deducted from any payments to be made under the NSR.
On
August 15, 2011, the Company was granted an exploration license (the “Sulussugut License”) by the Bureau of Minerals and
Petroleum (“BMP”) of Greenland for exclusive exploration rights of an area located near Sulussugut, Greenland. The Company
paid a license fee of $5,742 (Danish Krones (“DKK”) 31,400) upon granting of the Sulussugut License. The Sulussugut License
was valid for 5 years until December 31, 2015, with December 31, 2011 being the first year providing the Company meets the terms of the
license, which includes that specified eligible exploration expenditures must be made. The application for another 5-year term on the
Sulussugut License was submitted to the Greenland Mineral Licence & Safety Authority (MLSA) which was effective on April 11, 2016,
with December 31, 2019 being the ninth year.
On
March 4, 2012, the Company was granted an additional exploration license (the “Ininngui License”) by the BMP of Greenland
for exclusive exploration rights over an area covering a total of 142 square kilometres. The license is located near Ininngui, Greenland.
The Company paid a license fee of DKK 32,200 upon granting of the Ininngui License. The Ininngui License is valid for 5 years until December
31, 2016, with December 31, 2012 being the first year. The Ininngui License is contiguous with the Sulussugut License.The application
for another 5-year term on the Ininngui License was submitted to the Greenland Mineral Licence & Safety Authority (MLSA), which was
effective March 14, 2017, with December 31, 2019 being the eighth year.
In
conjunction with the granting of the Sulussugut License, on August 12, 2011, the Company entered into an arm’s length Intellectual
Property and Data Acquisition Agreement (the “IP Acquisition Agreement”) with Hunter Minerals Pty Limited (“Hunter”)
and Spar Resources Pty Limited (“Spar”). Pursuant to the IP Acquisition Agreement, each of Hunter and Spar or their designates
was granted to a 1.25% net smelter returns royalty, subject to rights of NAN to reduce both royalties to a 0.5% net smelter returns royalty
upon payment to each of Hunter and Spar (or their designates) of $1,000 on or before the 60th day following a decision to commence commercial
production on the mineral properties.
Effective
May 4, 2018, the Company was granted an exploration license (the “Carbonatite License”) by the BMP of Greenland for exclusive
exploration rights of an area located near Maniitsoq in West Greenland. The Company paid a license fee of $6,523 (DKK 31,000) upon granting
of the Carbonatite License. The Carbonatite License is valid for 5 years until December 31, 2022, with December 31, 2019 being the second
year.
On
September 25, 2019, the Company entered into earn in agreement with International Explorers and Prospectors Inc. whereby the Company
may acquire a 100% interest in the Loveland Nickel property. Consideration for the acquisition is $1,525,000 in cash, 300,000 post-consolidation
common shares and $4,500,000 in work commitments over a 5-year period. The TSX Venture Exchange approved the transaction for filing on
October 24, 2019. The 300,000 common shares were issued subsequent to the quarter as a purchase consideration with a value of $60,000.
Based on the results of the exploration program completed in April 2020, the management elected not to proceed with further exploration
on the property and terminated the agreement.
On
February 18, 2020, the Company was granted new prospective license No. 2020/05, by the BMP of Greenland for a period of 5 years ending
December 31, 2024.
On
January 1, 2020, the Company entered into a Management and Technical Services Agreement (“the Services Agreement”) with Premium
Nickel whereby the Company will provide certain technical, corporate, administrative and clerical, office and other services to Premium
Nickel during the due diligence stage of the contemplated arrangement. The Company will charge Premium Nickel for expenses incurred and
has the right to charge a 2% administrative fee on third party expenses. The Company will invoice Premium Nickel on a monthly basis and
payment shall be made by Premium Nickel no later than 15 days after receipt of such invoice. The term of the Service Agreement is for
an initial period of 3 years and can be renewed for an additional 1 year period. The Service Agreement can be terminated within 30 days
notice, for non-performance, by the Company giving 6 months notice or Premium Nickel within 90 days provided the Company no longer owns
at least 10% of the outstanding common shares of Premium Nickel. If Premium Nickel defaults on making payments, the outstanding balance
shall be treated as a loan to Premium Nickel, to be evidenced by a promissory note. The promissory note will be payable upon demand and
bear interest at a rate equal to the then current lending rate plus 1%, calculated from the date of default. Subsequent payment by Premium
Nickel will be first applied to accrued interest and then principle of the invoice.
D.
Exchange Controls
This
summary is of a general nature only and is not intended to be, and should not be interpreted as, legal advice to any prospective purchaser.
Accordingly, prospective purchasers of the Company’s shares should consult with their own advisors with respect to their individual
circumstances.
There
are no laws or governmental decrees or regulations in Canada that restrict the export or import of capital, or which affect the remittance
of dividends, interest or other payments to holders of the Company’s securities who are not residents of Canada, other than withholding
tax requirements.
There
are no limitations imposed by the laws of Canada, the laws of Alberta or by the charter or other governing documents of the Company on
the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act (the “Investment
Act”) and the potential requirement for a Competition Act Review.
The
following summarizes the principal features of the Investment Act and the Competition Act Review for a non-resident who proposes to acquire
common shares. This summary is of a general nature only and is not intended to be, nor is it, a substitute for independent advice from
an investor’s own advisor. This summary does not anticipate statutory or regulatory amendments.
The
Canadian Investment Act
The
Canadian Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof,
corporation, partnership, trust or joint venture that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”),
unless, after review, the minister responsible for the Investment Act (the “Minister”) is satisfied that the investment is
likely to be of a net benefit to Canada. Under the Investment Act, a United States citizen qualifies as a “World Trade Organization
Investor.” Subject to the restrictions noted below, an investment in a Canadian business by a World Trade Organization Investor
would be reviewable under the Investment Act only if it is an investment to acquire control of such Canadian business and the value of
the assets of the Canadian business as shown on its financial statements is not less than a specified amount, which for 1999 was $184
million. An investment in the shares of a Canadian business by a non-Canadian other than a “World Trade Organization Investor”
when the Company is not controlled by a World Trade Organization Investor, would be reviewable under the Investment Act if it is an investment
to acquire control of the Canadian business and the value of the assets of the Canadian business as shown on its financial statements
is $5 million or more, or if an order for review is made by the federal cabinet on the grounds that the investment relates to Canada’s
cultural heritage or national identity.
The
acquisition by a World Trade Organization Investor of control of a Canadian business in any of the following sectors is also subject
to review if the value of the assets of the Canadian business exceeds $5 million (as shown on its financial statements): uranium, financial
services (except insurance), transportation services and cultural businesses, which include broadcast media (publication, distribution
or sale of books, magazines, periodicals, newspapers, music, film and video products and the exhibition of film and video products),
television and radio services. As the Company’s business does not fall under any of the aforementioned categories, the acquisition
of control of the Company, in excess of the $5 million threshold, by a World Trade Organization Investor would not be subject to such
review.
A
non-Canadian would acquire control of the Company for purposes of the Investment Act if the non-Canadian acquired a majority of the common
shares.
The
acquisition of less than a majority but one-third or more of the common shares would be presumed to be an acquisition of control of the
Company unless it could be established that, on acquisition, the Company was not controlled in fact by the acquirer through the ownership
of common shares. Notwithstanding the review provisions, any transaction involving the acquisition of control of a Canadian business
or the establishment of a new business in Canada by a non-Canadian is a notifiable transaction and must be reported to Industry Canada
by the non-Canadian making the investment either before or within thirty days after the investment.
Certain
transactions relating to common shares are exempt from the Investment Act, including:
| |
● |
an
acquisition of common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities; |
| |
|
|
| |
● |
an
acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance
and not for a purpose related to the provisions of the Investment Act; and |
| |
|
|
| |
● |
an
acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following
which the ultimate direct or indirect control in fact of the Company, through the ownership of common shares, remained unchanged. |
Canadian
Competition Act Review
Investments
giving rise to the acquisition or establishment, directly or indirectly, by one or more persons of control over, or a significant interest
in the whole or part of a business of a competitor, supplier, customer or other person are subject to substantive review by Canada’s
Competition Law Authority, the Director of Investigation and Research (the “Director”). If or when the Director concludes
that a merger, whether by purchase or lease of shares or assets, by amalgamation or by combination, or otherwise, prevents or lessens,
or is likely to prevent or lessen competition substantially, he may apply as may be necessary to eliminate the substantial lessening
or prevention of competition. Such substantive merger review power applies to all mergers, whether or not they meet limits for pre-notification
under the Competition Act.
In
addition to substantive merger review, the Competition Act provides for a pre-notification regime respecting mergers of a certain size.
The regime applies in respect of share acquisitions, asset acquisitions, amalgamations and combinations. For ease of reference, this
filing refers specifically to share acquisition, although the pre-notification regime applies, with the appropriate modification, to
other types of acquisition of control as well.
In
order for a share acquisition transaction to be pre-notifiable, the parties to the transaction (being the person or persons who proposed
to acquire shares, and the corporation the shares of which are to be acquired), together with their affiliates (being all firms with
a 50% or more voting shares linkage up and down the chain) must have:
| (i) |
aggregate
gross assets in Canada that exceed $400 million in value, as shown on their audited financial statements for the most recently completed
fiscal year (which must be within the last fifteen (15) months); or |
| |
|
| (ii) |
aggregate
gross revenue from sales in, from or into Canada that exceed $400 million for the most recently completed fiscal year shown on the
said financial statements; and |
| |
|
| (iii) |
the
party being acquired or corporations controlled by that party must have gross assets in Canada, or gross revenues from sales in or
from Canada, exceeding $35 million as shown on the said financial statements. Acquisition of shares carrying up to 20% of the votes
of a publicly-traded corporation, or 35% of the votes in a private corporation, will not be subject to pre-notification, regardless
of the above thresholds. However, exceeding the 20% or the 35% threshold, and again exceeding the 50% threshold, gives rise to an
obligation of notification if the size threshold is met. |
If
a transaction is pre-notifiable, a filing must be made with the Director containing the prescribed information with respect to the parties,
and a waiting period (either seven or twenty-one days, depending on whether a long or short form filing is chosen) must expire prior
to closing.
As
an alternative to pre-notification, the Director may grant an Advance Ruling Certificate, which exempts the transaction from pre-notification.
Advance Ruling Certificates are granted where the Director concludes, based on the information provided to him, that he would not have
sufficient grounds on which to apply to the Competition Tribunal to challenge the Merger.
E.
Taxation
This
summary is of a general nature only and is not intended to be, and should not be interpreted as, legal or tax advice to any prospective
purchaser or holder of the Company’s shares and no representation with respect to the Canadian federal income tax consequences
to any such prospective purchaser is made. Accordingly, prospective purchasers of the Company’s shares should consult with their
own tax advisors with respect to their individual circumstances.
The
following summary describes the principal Canadian federal income tax considerations generally applicable to a holder of the Company’s
shares who, for purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and the Canada-United States Income Tax
Convention, 1980 (the “Convention”) and at all relevant times is resident in the United States and not resident in Canada,
deals at arm’s length with the Company, holds the Company’s shares as capital property, and does not use or hold and is not
deemed to use or hold the Company’s shares in or in the course of carrying on business in Canada (a “United States Holder”).
This
following summary is based upon the current provisions of the Canadian Income Tax Act, the regulations thereunder, all specific proposals
to amend the Canadian Tax Act and the regulations announced by the Minister of Finance (Canada) prior to the date hereof and the Company’s
understanding of the published administrative practices of the Canada Customs and Revenue Agency (formerly Revenue Canada, Customs, Excise
and Taxation). This summary does not take into account or anticipate any other changes in the governing law, whether by judicial, governmental
or legislative decision or action, nor does it take into account the tax legislation or considerations of any province, territory or
non-Canadian jurisdiction (including the United States), which legislation or considerations may differ significantly from those described
herein.
Disposition
of the Company’s Shares
In
general, a United States shareholder will not be subject to Canadian income tax on capital gains arising on the disposition of the Company’s
shares, unless such shares are “taxable Canadian property” within the meaning of the Canadian Income Tax Act and no relief
is afforded under any applicable tax treaty. The shares of the Company would be taxable Canadian property of a non-resident if at any
time during the five-year period immediately preceding a disposition by the non-resident of such shares, not less than 25% of the issued
shares of any class or series of all classes of shares of the Company belonged to the non-resident, to persons with whom the non-resident
did not deal at arm’s length, or to the non-resident and persons with whom the non-resident did not deal at arm’s length
for purposes of the Canadian Income Tax Act. For this purpose, issued shares include options to acquire such shares (including conversion
rights) held by such persons. Under the Convention, a capital gain realized by a resident of the United States will not be subject to
Canadian tax unless the value of the shares of the Company is derived principally from real estate (as defined in the Convention) situated
in Canada.
F.
Dividends and Paying Agents
Not
required
G.
Statement by Experts
Not
required
H.
Documents on display
All
documents referenced in this Form 20-F may be viewed at the offices of the Company during business hours 666 Burrard Street, Suite 2500,
Vancouver BC V6C 2X8, Telephone 604-770-4334.
I.
Subsidiary Information
In
June 2015 the Company incorporated North American Nickel (US) Inc. to hold a mineral lease in Michigan, which was granted in January
2016.
ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
required
ITEM
12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not
required
Nature
of Operations (Note 1)
Commitments
(Note 6 and 12)
Subsequent
Events (Note 18)
The
accompanying notes are an integral part of these Consolidated Financial Statements.
Approved
by the Board of Directors on April 25, 2022
| “signed” |
“signed” |
Keith
Morrison
Director |
Doug
Ford
Audit
Committee Chair |
| 5 | North American Nickel / YEAR END 2021 |
Consolidated
Statements of Comprehensive Loss
(Expressed
in thousands of Canadian dollars) |
The
accompanying notes are an integral part of these Consolidated Financial Statements.
| 6 | North American Nickel / YEAR END 2021 |
Consolidated
Statements of Changes in Equity
(Expressed
in thousands of Canadian dollars) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net and comprehensive loss | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,996 | ) | |
| (3,996 | ) |
| Share capital issued through private placement | |
| 8 | | |
| 8,290,665 | | |
| 1,990 | | |
| - | | |
| - | | |
| - | | |
| 1,990 | |
| Share issue costs | |
| 8 | | |
| - | | |
| (90 | ) | |
| - | | |
| - | | |
| - | | |
| (90 | ) |
| Value allocated to warrants | |
| 8 | | |
| - | | |
| (495 | ) | |
| - | | |
| 495 | | |
| - | | |
| - | |
| Exercised options | |
| 8 | | |
| 500,000 | | |
| 112 | | |
| - | | |
| - | | |
| - | | |
| 112 | |
| Exercised options fair value | |
| | | |
| - | | |
| 92 | | |
| - | | |
| (92 | ) | |
| - | | |
| - | |
| Exercised warrants | |
| 8 | | |
| 12,580,314 | | |
| 1,641 | | |
| - | | |
| - | | |
| - | | |
| 1,641 | |
| Exercised warrants | |
| 8 | | |
| - | | |
| 574 | | |
| - | | |
| (574 | ) | |
| - | | |
| - | |
| Expired warrants | |
| 8 | | |
| - | | |
| - | | |
| - | | |
| (106 | ) | |
| 106 | | |
| - | |
| Share-based payments | |
| 8 | | |
| - | | |
| - | | |
| - | | |
| 2,531 | | |
| - | | |
| 2,531 | |
| Forfeited/expired options | |
| 8 | | |
| - | | |
| - | | |
| - | | |
| (98 | ) | |
| 98 | | |
| - | |
| BALANCE AT DECEMBER 31, 2021 | |
| | | |
| 131,204,627 | | |
| 93,451 | | |
| 591 | | |
| 4,252 | | |
| (57,091 | ) | |
| 41,203 | |
| Balance | |
| | | |
| 131,204,627 | | |
| 93,451 | | |
| 591 | | |
| 4,252 | | |
| (57,091 | ) | |
| 41,203 | |
The
accompanying notes are an integral part of these Consolidated Financial Statements.
| 7 | North American Nickel / YEAR END 2021 |
Consolidated
Statements of Cash Flows
(Expressed
in thousands of Canadian dollars) |
Supplemental
cash flow information (Note 11)
The accompanying notes are an integral part of these Consolidated Financial Statements.
| 8 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
The
accompanying notes are an integral part of these Consolidated Financial Statements.
1. NATURE AND CONTINUANCE OF OPERATIONS
North
American Nickel Inc. (the “Company”) was incorporated on September 23, 1983, under the laws of the Province of British Columbia,
Canada. The primary mailing office is located at 3400 – 100 King Street West, PO Box 130, Toronto, Ontario, M5X 1A4 and the records
office of the Company is located at 666 Burrard Street, Suite 2500, Vancouver BC V6C 2X8. The Company’s common shares trade on
the TSX Venture Exchange (“TSXV”) under the symbol “NAN”.
The
Company’s principal business activity is the exploration and development of mineral properties in Greenland and Canada, as well
as in Botswana through its participation in Premium Nickel Resources (“Premium Nickel”). The Company has not yet determined
whether any of these properties contain ore reserves that are economically recoverable. The recoverability of carrying amounts shown
for exploration and evaluation assets is dependent upon a number of factors including environmental risk, legal and political risk, the
existence of economically recoverable mineral reserves, confirmation of the Company’s interests in the underlying mineral claims,
the ability of the Company to obtain necessary financing to complete exploration and development, and to attain sufficient net cash flow
from future profitable production or disposition proceeds.
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 raise additional capital. 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, development and operational activities.
These uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These financial statements
do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.
The
exploration and evaluation properties in which the Company currently has an interest are in the exploration stage. As such, the Company
is dependent on external financing to fund its activities. In order to carry out the planned exploration and cover administrative costs,
the Company will use its existing working capital and raise additional amounts as needed. 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. The Company will continue to assess new properties and seek to acquire interests in additional properties if there
is sufficient geologic or economic potential and if adequate financial resources are available to do so.
The
coronavirus COVID-19 declared as a global pandemic in March 2020 continued throughout the 2020 year and to date. This contagious disease
outbreak, which continues to spread, and any related adverse public health developments, has adversely affected workforces, economies,
and financial markets globally, potentially leading to an economic downturn. The Company is closely monitoring the impact of the pandemic
on all aspects of its business and COVID-19 has delayed the Company’s ability to conduct major fieldwork on projects.
The
consolidated financial statements were approved and authorized for issuance by the Board of Directors of the Company on April 25,
2022. The notes to the financial statements is stated in Canadian dollars except amounts in the tables are expressed
in thousands of Canadian dollars.
2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of Compliance
The
Company’s consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”).
| 9 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
(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 financial statements in conformity with IFRS requires the use of
certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company’s
accounting policies. These areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant
to the consolidated financial statements and, are disclosed in Note 3.
(c) Basis of consolidation
These
consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, North American
Nickel (US) Inc. which was incorporated in the State of Delaware on May 22, 2015.
Consolidation
is required when the Company is exposed, or has rights to variable returns from its involvement with the investee and has the ability
to affect those returns through its power over the investee. All intercompany transactions, balances, income and expenses are eliminated
upon consolidation.
(d)
Foreign currency translation
Foreign
currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction.
Foreign currency monetary items are translated at the period-end exchange rate. Non-monetary items measured at historical cost continue
to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange
rate 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 profit or loss in the consolidated
statement of comprehensive loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net
investment hedge.
Exchange
differences arising on the translation of non-monetary items are recognized in other comprehensive income in the consolidated
statement of comprehensive loss to the extent that gains and losses arising on those non-monetary items are also recognized in other
comprehensive income. Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized
in profit or loss.
(e)
Exploration and evaluation assets
Exploration
and evaluation assets include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair
value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures
are initially capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit
or loss.
Government
tax credits received are generally recorded as a reduction to the cumulative costs incurred and capitalized on the related property.
Exploration
and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability,
and (ii) facts, events and circumstances suggest that the carrying amount exceeds the recoverable amount.
Once
the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration
and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property
and development assets within equipment.
| 10 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
Recoverability
of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or
alternatively, sale of the respective areas of interest.
The
Company may occasionally enter into farm-out arrangements, whereby it will transfer part of an interest, as consideration, for an agreement
by the farmee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. The
Company does not record any expenditures made by the farmee on its behalf. Any cash consideration received from the agreement is credited
against the costs previously capitalized to the mineral interest given up by the Company, with any excess consideration accounted for
in profit.
When
a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect
of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries,
are written off to the consolidated statement of comprehensive loss/income.
(f)
Restoration and environmental obligations
The
Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term
assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present
value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to
exploration and evaluation assets along with a corresponding increase in the restoration provision in the period incurred. Discount rates
using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The restoration asset will be
depreciated on the same basis as other mining assets.
The
Company’s estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions
regarding the amount and timing of the future expenditures. These changes are recorded directly to exploration and evaluation assets
with a corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory
requirements, discount rates, effects of inflation and changes in estimates.
Changes
in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for
the period.
The
costs of restoration projects included in the provision are recorded against the provision as incurred. The costs to prevent and control
environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration
and evaluation assets.
(g)
Impairment of assets
Impairment
tests on intangible assets with indefinite useful economic lives are undertaken annually at the financial year-end. Other non-financial
assets, including exploration and evaluation assets, are subject to impairment tests whenever events or changes in circumstances indicate
that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the
higher of value in use and fair value less costs to sell, the asset is written down accordingly.
Where
it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s
cash-generating unit, which is the lowest group of assets in which the asset belongs and for which there are separately identifiable
cash inflows that are largely independent of the cash inflows from other assets.
An
impairment loss is charged to the profit or loss, except to the extent the loss reverses gains previously recognized in other comprehensive
loss/income.
| 11 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
(h)
Financial instruments
In
accordance with IFRS 9, the Company’s accounting policy is as follows:
Classification
The
Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”),
at fair value through other comprehensive income (loss) (“FVTOCI”), or at amortized cost. The Company determines the classification
of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for
managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified
as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument
basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured
at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.
The
following table shows the classification of the Company’s financial assets and liabilities:
| |
Financial
asset/liability |
|
|
Classification |
| |
Cash
|
|
|
FVTPL |
| |
Other
receivable |
|
|
Amortized
cost |
| |
Trade
payables |
|
|
Amortized
cost |
| |
Advance |
|
|
Amortized
cost |
Measurement
Financial
assets and liabilities at amortized cost
Financial
assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently
carried at amortized cost less any impairment.
Financial
assets and liabilities at FVTPL
Financial
assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized
and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included
in the consolidation statements of comprehensive loss in the period in which they arise.
Impairment
of financial assets at amortized cost
An
‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit
losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized
for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present
value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate,
either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.
In
a subsequent period, if the amount of the impairment loss related to financial assets measured at amortized cost decreases, the previously
recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the
impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Derecognition
Financial
assets
The
Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers
the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition
are generally recognized in the consolidated statements of comprehensive loss.
Investments
are derecognized when the rights to receive cash flows from the investments have expired or the Company has transferred the financial
asset and the transfer qualifies for derecognition.
| 12 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
Financial
liabilities
Financial
liabilities are derecognized when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference
between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the consolidated
statement of comprehensive loss.
(i)
Loss per share
The
Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method,
the dilutive effect on loss per common share is recognized on the use of the proceeds that could be obtained upon exercise of options,
warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during
the period.
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 and warrants. Dilutive loss per common share is not presented differently from basic loss per share as the conversion
of outstanding stock options and warrants into common shares would be anti-dilutive.
(j)
Income taxes
Income
tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it
arises in a business combination, or from items recognized directly in equity or other comprehensive loss/income.
Current
income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting
date, in the countries where the Company operates and generates taxable income.
Current
income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income
or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations
in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred
income tax is provided using the asset and liability method of temporary differences at the reporting date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
The
carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that
it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred
income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or
the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting
period.
Deferred
income tax assets and deferred income tax liabilities are offset, only if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
Flow-through
shares
Any
premium received by the Company on the issuance of flow-through shares is initially recorded as a liability (“flow-through tax
liability”). Upon renouncement by the Company of the tax benefits associated with the related expenditures, a flow-through share
premium liability is recognized and the liability will be reversed as eligible expenditures are made. If such expenditures are capitalized,
a deferred tax liability is recognized. To the extent that suitable deferred tax assets are available, the Company will reduce the deferred
tax liability.
| 13 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
(k)
Share-based payments
Where
equity-settled share options are awarded to employees, the fair value of the options at the date of grant is recognized over the vesting
period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each
reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually
vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other
vesting conditions are satisfied, a charge is made irrespective of whether these non-vesting and market vesting conditions are satisfied.
The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
Where
the terms and conditions of options are modified, the increase in the fair value of the options, measured immediately before and after
the modification, is also recognized over the remaining vesting period.
Where
equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. Amounts related
to the issuance of shares are recorded as a reduction of share capital.
When
the value of goods and services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured
by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects
of non-transferability, exercise restrictions, and behavioural considerations.
All
equity-settled share-based payments are reflected in share-based payments reserve, until exercised. Upon exercise shares are issued from
treasury and the amount reflected in share-based payments reserve is credited to share capital along with any consideration paid.
(l)
Share capital
The
Company’s common shares, preferred shares and share warrants shares are classified as equity instruments.
Incremental
costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.
Proceeds
received on the issuance of units, consisting of common shares and warrants are allocated to share capital.
(m)
Flow-through shares
Resource
expenditure deductions for income tax purposes related to exploratory activities funded by flow-through share arrangements are renounced
to investors in accordance with income tax legislation. Pursuant to the terms of the flow-through share agreements, these shares transfer
the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow-through share into
a flow-through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized
as a liability and share capital. Upon expenses being incurred, the Company derecognizes the liability and recognizes a deferred tax
liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income and the related deferred
tax is recognized as a tax provision.
Proceeds
received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures
within a two-year period. The portion of the proceeds received but not yet expended at the end of the period is disclosed separately
as flow- through share proceeds, if any.
The
Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the look-back Rule, in accordance with Government
of Canada flow-through regulations. When applicable, this tax is accrued as a financing expense until qualifying expenditures are incurred.
| 14 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
(n)
Equipment
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 the consolidation statement
of comprehensive 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 profit or loss.
Depreciation
and amortization are calculated on a straight-line method to charge the cost, less residual value, of the assets to their residual values
over their estimated useful lives. The depreciation and amortization rate applicable to each category of equipment is as follows:
SCHEDULE
OF DEPRECIATION AND AMORTIZATION RATE
| Equipment
|
|
Depreciation
rate |
|
| Exploration
equipment |
|
20% |
|
| Computer
software |
|
50% |
|
| Computer
equipment |
|
55% |
|
(o)
Equity investment
Investments
in entities over which the Company has a significant influence, but not control, are accounted for by the equity method, whereby the
original cost of the investment is adjusted for the Company’s proportionate share of the investee’s income or loss. When
the Company’s equity investee issues its own shares to outside interest, a dilution gain or loss arises as a result of the difference
between the Company’s proportionate share of the proceeds and the carrying value of the underlying equity. When net accumulated
losses from an equity accounted investment exceed its carrying amount, the investment balance is reduced to zero and additional losses
are not provided for unless the Company is committed to provide financial support to the investee.
(p)
Accounting standards and amendments issued but not yet effective
Certain
accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either
not applicable or are not expected to have a significant impact on the Company’s consolidated financial statements.
IAS
16 - “Property, Plant and Equipment”
The
IASB issued an amendment to IAS 16, Property, Plant and Equipment to prohibit the deducting from property, plant and equipment amounts
received from selling items produced while preparing an asset for its intended use. Instead, sales proceeds and its related costs must
be recognized in profit or loss. The amendment will require companies to distinguish between costs associated with producing and selling
items before the item of property, plant and equipment is available for use and costs associated with making the item of property, plant
and equipment available for its intended use. The amendment is effective for annual periods beginning on or after January 1, 2022, with
earlier application permitted. The amendment is not currently applicable.
IAS
1 – “Presentation of Financial Statements”
The
IASB issued an amendment to IAS 1, Presentation of Financial Statements to clarify one of the requirements under the standard for classifying
a liability as non-current in nature, specifically the requirement for an entity to have the right to defer settlement of the liability
for at least 12 months after the reporting period. The amendment includes: (i) specifying that an entity’s right to defer settlement
must exist at the end of the reporting period; (ii) clarifying that classification is unaffected by management’s intentions or
expectations about whether the entity will exercise its right to defer settlement; (iii) clarifying how lending conditions affect classification;
and (iv) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. An assessment
will be performed prior to the effective date of January 1, 2023 to determine the impact to the Company’s financial statements.
| 15 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
3. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The
preparation of the financial statements in conformity with IFRS requires management to make judgments, 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
under the circumstances. However, different judgments, 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
areas involving a higher degree of judgement or complexity, or areas where assumptions and 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 with a carrying value of $39,099,000 at
December 31, 2021, is dependent upon the Company’s ability to obtain the necessary financing and permits to complete the
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 carried out at least at each
period end.
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 license 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,
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.
During the year ended December 31, 2021, the Company recorded write-off of its Quetico claims of $71,466 and Lingman Lake of $27,657.
During the year ended December 31, 2020, the Company recorded a write- off of its Loveland Nickel property of $437,897.
(b)
Restoration Provisions
Management’s
best estimates regarding the restoration provisions 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 restoration provisions
will ultimately depend on future market prices for future restoration obligations. Management has determined that the Company has restoration
obligations at December 31, 2021 of $Nil
(December 31, 2020 - $267,000)
related to its Greenland exploration and evaluation
asset.
(c)
Valuation of Share-Based Compensation
The
Company estimates the fair value of convertible securities such as warrants and options using the Black-Scholes Option Pricing Model
which requires significant estimation around assumptions and inputs such as expected term to maturity, expected volatility and expected
forfeiture rates. The accounting policies in Note 2(k) and Note 8 of the consolidated financial statements contain further details
of significant assumptions applied to these areas of estimation.
(d)
Going Concern
Financial
statements are prepared on a going concern basis unless management either intends to liquidate the Company or to cease trading, or has
no realistic alternative 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.
| 16 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
(e)
Equity investment
Management
determines its ability to exercise significant influence over an investee by looking at its percentage interest and other qualitative
factors including but not limited to its voting rights, representation on the board of directors, participation in policymaking processes,
material transactions between the Company and the investee, interchange of managerial personnel, provision of essential technical information
and operating involvement.
At
December 31, 2021, the Company’s percentage holding in its private investee was 10%, with significant influence over the private
investee and has used the equity method of accounting for this investment.
4. RECEIVABLES AND OTHER CURRENT ASSETS
A
summary of the receivables and other current assets as of December 31, 2021 and 2020 is detailed in the table below:
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF RECEIVABLES AND OTHER CURRENT ASSETS
| | |
December 31, 2021 | | |
December 31, 2020 | |
| Sales taxes receivable | |
| 22 | | |
| 23 | |
| Prepaid expenses | |
| 53 | | |
| 36 | |
| Total receivables and other current assets | |
| 75 | | |
| 59 | |
5. EQUIPMENT
The
table below sets out costs and accumulated depreciation as at December 31, 2021 and 2020:
SUMMARY
OF PROPERTY, PLANT AND EQUIPMENT
| | |
Exploration Equipment | | |
Computer Equipment | | |
Computer Software | | |
Total | |
| Cost | |
| | | |
| | | |
| | | |
| | |
| Balance – December 31, 2020 and 2021 | |
| 67 | | |
| 15 | | |
| 136 | | |
| 218 | |
| | |
| | | |
| | | |
| | | |
| | |
| Accumulated Amortization | |
| | | |
| | | |
| | | |
| | |
| Balance – December 31, 2019 | |
| 48 | | |
| 12 | | |
| 130 | | |
| 190 | |
| Amortization | |
| 4 | | |
| 1 | | |
| 2 | | |
| 7 | |
| Balance – December 31, 2020 | |
| 52 | | |
| 13 | | |
| 132 | | |
| 197 | |
| Amortization | |
| 3 | | |
| 1 | | |
| 1 | | |
| 5 | |
| Balance – December 31, 2021 | |
| 55 | | |
| 14 | | |
| 133 | | |
| 202 | |
| Carrying Amount | |
| | | |
| | | |
| | | |
| | |
| As at December 31, 2020 | |
| 15 | | |
| 2 | | |
| 4 | | |
| 21 | |
| As at December 31, 2021 | |
| 12 | | |
| 1 | | |
| 3 | | |
| 16 | |
| 17 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
6. EXPLORATION AND EVALUATION ASSETS
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF EXPLORATION AND EVALUATION ASSETS
| | |
Post Creek Property | | |
Halcyon Property | | |
Quetico Claims | | |
Loveland Nickel (Enid Creek) | | |
Lingman Lake | | |
Section 35 Property | | |
Maniitsoq Property | | |
Total | |
| | |
Canada | | |
US | | |
Greenland | |
| | |
Post Creek Property | | |
Halcyon Property | | |
Quetico Claims | | |
Loveland Nickel (Enid Creek) | | |
Lingman Lake | | |
Section 35 Property | | |
Maniitsoq Property | | |
Total | |
| Acquisition | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, December 31, 2019 | |
| 298 | | |
| 230 | | |
| 42 | | |
| 83 | | |
| 14 | | |
| 11 | | |
| 42 | | |
| 720 | |
| Acquisition costs | |
| 10 | | |
| 8 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 4 | | |
| 22 | |
| Administration | |
| 2 | | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9 | | |
| 12 | |
| Property maintenance | |
| 6 | | |
| 5 | | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| 25 | | |
| 37 | |
| Drilling | |
| - | | |
| - | | |
| 5 | | |
| 167 | | |
| - | | |
| - | | |
| 43 | | |
| 215 | |
| Geology | |
| 21 | | |
| 13 | | |
| 69 | | |
| 83 | | |
| - | | |
| - | | |
| 56 | | |
| 242 | |
| Geophysics | |
| 2 | | |
| - | | |
| 28 | | |
| 72 | | |
| - | | |
| - | | |
| 3 | | |
| 105 | |
| Helicopter charter aircraft | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 8 | | |
| 8 | |
| Infrastructure | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 13 | | |
| 13 | |
| Camp site cleanup | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 267 | | |
| 267 | |
| Impairment | |
| - | | |
| - | | |
| - | | |
| (83 | ) | |
| - | | |
| - | | |
| - | | |
| (83 | ) |
| Evaluation
assets, gross | |
| 31 | | |
| 19 | | |
| 103 | | |
| (33 | ) | |
| 13 | | |
| - | | |
| 411 | | |
| 531 | |
| Balance, December 31, 2020 | |
| 308 | | |
| 238 | | |
| 42 | | |
| - | | |
| 14 | | |
| 11 | | |
| 46 | | |
| 659 | |
| Balance, December 31, 2020 | |
| 308 | | |
| 238 | | |
| 42 | | |
| - | | |
| 14 | | |
| 11 | | |
| 46 | | |
| 659 | |
| Acquisition costs – cash | |
| 10 | | |
| 8 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 18 | |
| Impairment | |
| - | | |
| - | | |
| (37 | ) | |
| - | | |
| (14 | ) | |
| - | | |
| - | | |
| (51 | ) |
| Balance, December 31, 2021 | |
| 318 | | |
| 246 | | |
| 5 | | |
| - | | |
| - | | |
| 11 | | |
| 46 | | |
| 626 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Exploration | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, December 31, 2019 | |
| 1,498 | | |
| 233 | | |
| 39 | | |
| 33 | | |
| 13 | | |
| (11 | ) | |
| 36,108 | | |
| 37,913 | |
| Administration | |
| 2 | | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 9 | | |
| 12 | |
| Property maintenance | |
| 6 | | |
| 5 | | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| 25 | | |
| 37 | |
| Drilling | |
| - | | |
| - | | |
| 5 | | |
| 167 | | |
| - | | |
| - | | |
| 43 | | |
| 215 | |
| Geology | |
| 21 | | |
| 13 | | |
| 69 | | |
| 83 | | |
| - | | |
| - | | |
| 56 | | |
| 242 | |
| Geophysics | |
| 2 | | |
| - | | |
| 28 | | |
| 72 | | |
| - | | |
| - | | |
| 3 | | |
| 105 | |
| Helicopter charter aircraft | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 8 | | |
| 8 | |
| Camp site cleanup | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 267 | | |
| 267 | |
| Impairment | |
| - | | |
| - | | |
| - | | |
| (355 | ) | |
| - | | |
| - | | |
| - | | |
| (355 | ) |
| Evaluation
assets, gross | |
| 31 | | |
| 19 | | |
| 103 | | |
| (33 | ) | |
| 13 | | |
| - | | |
| 411 | | |
| 531 | |
| Balance, December 31, 2020 | |
| 1,529 | | |
| 252 | | |
| 142 | | |
| - | | |
| 13 | | |
| - | | |
| 36,519 | | |
| 38,445 | |
| Balance | |
| 1,529 | | |
| 252 | | |
| 142 | | |
| - | | |
| 13 | | |
| - | | |
| 36,519 | | |
| 38,445 | |
| Administration | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 7 | | |
| 7 | |
| Drilling | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 42 | | |
| 42 | |
| Geology | |
| 12 | | |
| 12 | | |
| 10 | | |
| - | | |
| - | | |
| - | | |
| 55 | | |
| 89 | |
| Geophysics | |
| - | | |
| - | | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1 | |
| Property maintenance | |
| 1 | | |
| 1 | | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| 17 | | |
| 20 | |
| Infrastructure | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 13 | | |
| 13 | |
| Camp site cleanup | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (95 | ) | |
| (95 | ) |
| Impairment | |
| - | | |
| - | | |
| (35 | ) | |
| | | |
| (13 | ) | |
| | | |
| | | |
| (48 | ) |
| Evaluation
assets, gross | |
| 13 | | |
| 13 | | |
| (23 | ) | |
| - | | |
| - | | |
| - | | |
| 39 | | |
| 28 | |
| Balance, December 31, 2021 | |
| 1,542 | | |
| 265 | | |
| 119 | | |
| - | | |
| - | | |
| - | | |
| 36,558 | | |
| 38,473 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total, December 31, 2020 | |
| 1,837 | | |
| 490 | | |
| 184 | | |
| - | | |
| 27 | | |
| - | | |
| 36,565 | | |
| 39,103 | |
| Total, December 31, 2021 | |
| 1,860 | | |
| 511 | | |
| 124 | | |
| - | | |
| - | | |
| - | | |
| 36,604 | | |
| 39,099 | |
| Balance | |
| 1,860 | | |
| 511 | | |
| 124 | | |
| - | | |
| - | | |
| - | | |
| 36,604 | | |
| 39,099 | |
| 18 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
The
following is a description of the Company’s exploration and evaluation assets and the related spending commitments:
Post
Creek
On
December 23, 2009 and as last amended on March 12, 2013, the Company completed the required consideration and acquired the rights to
a mineral claim known as the Post Creek Property located within the Sudbury Mining District of Ontario.
Commencing
August 1, 2015, the Company is obligated to pay advances on net smelter return royalties (“NSR”) of $10,000 per annum. The
Company paid the required $10,000 during the year ended December 31, 2021 (December 31, 2020 - $10,000). The total of the advances will
be deducted from any payments to be made under the NSR.
During
the year ended December 31, 2021, the Company incurred acquisition and exploration expenditures totalling $22,732
(December 31, 2020 - $41,004)
on the Post Creek Property.
Halcyon
On
December 31, 2015, the Company completed the required consideration of the option agreement and acquired rights to a mineral claim known
as the Halcyon Property located within the Sudbury Mining District of Ontario, subject to certain NSR and advance royalty payments.
Commencing
August 1, 2015, the Company is obligated to pay advances on the NSR of $8,000 per annum. The Company paid the required $8,000 during
the year ended December 31, 2021 (December 31, 2020 - $8,000). The total of the advances will be deducted from any payments to be made
under the NSR.
During
the year ended December 31, 2021, the Company incurred $20,732 (December 31, 2020 - $27,317) in acquisition and exploration expenditures
on the Halcyon Property.
Quetico
On
April 26 and May 17, 2018, the Company acquired the right to certain mineral claims known as Quetico located within the Sudbury Mining
District of Ontario.
The
Company had no minimum required exploration commitment for the years ended December 31, 2021, 2020 and 2019 as it is not
required to file any geoscience assessment work between the initial recording of a mining claim and the first anniversary date of the
mining claim and two one-year exclusions were granted as a result of the COVID-19 pandemic.
In
April 2020, the Company applied for a one - year exclusion under a COVID-19 relief program offered by the Ontario Ministry of Energy,
Northern Development and Mine (ENDM). The one-year exclusion was granted on September 1, 2020, thus adjusting the work requirement due
dates to April and May of 2021. The COVID-19 relief program was offered again in 2021, and the Company lodged a second set of applications
on March 29, 2021 and April 21, 2021 to extend the tenure of the claim blocks. The additional one-year exclusions were granted on May
14 and May 20, 2021 thus adjusting the work requirement due dates to April and May of 2022.
By
the second anniversary of the recording of a claim and by each anniversary thereafter, a minimum of $400 worth of approved exploration
activity per claim unit must be reported to the Provincial Recording Office. Alternately, the Company could maintain mining claims by
filing an Application to Distribute Banked Assessment Work Credits form before any due date. Payments in place of reporting assessment
work may also be used to meet yearly assessment work requirements, provided the payments are not used for the first unit of assessment
work. The total annual work requirement for Quetico project after April 26, 2021 is $324,000 should the Company maintain the current
size of the claims. Work reports for 2020 were filed and total expenditures of $61,783 were approved on June 4, 2021.
During
the year ended December 31, 2021, the Company incurred $11,668 (December 31, 2020 - $102,715) in exploration and license related expenditures
on the Quetico Property.
| 19 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
IFRS
6 requires management to assess the exploration and evaluation assets for impairment. Accordingly, at December 31, 2021, management believed
that facts and circumstances existed to suggest that the carrying amount of Quetico claims exceeded its recoverable amount. As a result,
management determined the Quetico claims should be impaired by $71,466 and its recoverable amount was reduced to $124,348 at the end
of December 31, 2021.
Loveland
Nickel (Enid Creek) Property
On
September 25, 2019, the Company entered into earn in agreement to acquire a 100% interest, subject to a 1% NSR, in certain claims known
as the Loveland Nickel (Enid Creek) Property located in Timmins, Ontario. Consideration included acquisition costs of $1,525,000 in cash
and the issuance of 300,000 common shares. During the year ended December 31, 2019, the Company paid $25,000 and issued 300,000 common
shares at a fair value of $51,000. Exploration expenditures of $4,500,000 were to be incurred over a period ending September 25, 2024.
As
of December 31, 2020, the Company incurred an aggregate exploration and acquisition expenditures of $437,897. Based on the results of
the exploration program completed in April 2020, management elected not to proceed with further exploration on the property and terminated
the agreement. Accordingly, all acquisition and exploration related costs were impaired as at December 31, 2020, totalling $437,897.
Lingman
Lake Property
During
the year ended December 31, 2019, the Company staked certain mineral claims known as Lingman Lake located northwest of Thunder Bay, Ontario.
The Company incurred total acquisition and related costs of $Nil
(December 31, 2020 - $Nil)
during the year ended December 31, 2021. As at December 31, 2021, management elected not to proceed with further exploration on the property.
Accordingly, all acquisition and exploration related costs were impaired as at December 31, 2021, totalling $27,657.
Section
35 Property
On
January 4, 2016, the Company entered into a 10-year Metallic Minerals Lease (the “Lease”) with the Michigan Department of
Natural Resources for an area covering approximately 320 acres. The terms of the Lease required annual rental fees.
At
the end of the fiscal year 2019, management of the Company made a decision to relinquish the mineral lease. As a result, all cumulative
exploration related costs of $11,393 were written-off as at December 31, 2019. The Company applied and received approval for a refund
of a $13,016 (US $10,000) reclamation deposit held by the Department of Natural Resources in Michigan. The reclamation deposit was received
during the year ended December 31, 2020.
Maniitsoq
The
Company has been granted certain exploration licenses, by the Bureau of Minerals and Petroleum (“BMP”) of Greenland for exclusive
exploration rights of an area comprising the Maniitsoq Property, located near Ininngui, Greenland. The Maniitsoq Property is subject
to a 2.5% NSR. The Company can reduce the NSR to 1% by paying $2,000,000 on or before 60 days from the decision to commence commercial
production.
At
the expiration of the first license period, the Company may apply for a second license period (years 6-10), and the Company may apply
for a further 3-year license for years 11 to 13. Thereafter, the Company may apply for additional 3-year licenses for years 14 to 16,
17 to 19 and 20 to 22. The Company will be required to pay additional license fees and will be obligated to incur minimum eligible exploration
expenses for such years.
The
Company may terminate the licenses at any time, however any unfulfilled obligations according to the licenses will remain in force, regardless
of the termination.
Future
required minimum exploration expenditures will be adjusted each year on the basis of the change to the Danish Consumer Price Index.
During
the year ended December 31, 2021, the Company spent in aggregate of $133,772 in acquisition and exploration expenditures on the Maniitsoq
Property, which is comprised of the Sulussugut, Ininngui, Carbonatite and 2020/05 Licenses.
| 20 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
During
the year ended December 31, 2020, the Company has recorded a $267,000 provision for camp site cleanup and restoration obligations. The
cost accrued was based on the current best estimate of restoration activities that would be required on the Maniitsoq Property. The Company’s
provision for future cleanup was based on the level of known disturbance at the reporting date and known requirements. It was not possible
to estimate the impact on operating results, if any, and the actual amount of any economic outflow related to this obligation is dependent
upon future events and cannot be reliably measured. The Company fulfilled the obligation during the year ended December 31, 2021 and
recorded provision recovery of $94,606 since the actual costs incurred were lower than the provision.
IFRS
6 requires management to assess the exploration and evaluation assets for impairment. No facts or circumstances existed at December 31,
2021 and December 31, 2020 to suggest impairment on the Maniitsoq property. The valuation was based on historical drilling results
and management’s future exploration plans on the Maniitsoq Property. The Company intends to plan and budget for further exploration
on the Maniitsoq Property in the future.
Further
details on the licenses comprising the Maniitsoq Property and related expenditures are outlined below:
Sulussugut
License (2011/54)
(All
references to amounts in Danish Kroners, “DKK”)
Effective
August 15, 2011, the Company was granted an exploration license (the “Sulussugut License”) by the BMP of Greenland for exclusive
exploration rights of an area located near Sulussugut, Greenland. The Company paid a license fee of $5,742 (DKK 31,400) upon granting
of the Sulussugut License. The application for another 5-year term on the Sulussugut License was submitted to the Greenland Mineral License
& Safety Authority which was effective on April 11, 2016, with December 31, 2017 being the seventh year. During the year ended December
31, 2016, the Company paid a license fee of $7,982 (DKK 40,400) which provided for renewal of the Sulussugut License until 2020.
During
the year ended December 31, 2021, the Company received a license extension, which provides for renewal period until December 31,
2022.
To
December 31, 2015, under the terms of a preliminary license, the Company completed the exploration requirements of an estimated minimum
of DKK 83,809,340 (approximately $15,808,386) between the years ended December 31, 2011 to 2015 by incurring $26,115,831 on the Sulussugut
License. As of December 31, 2021, the Company has spent $56,367,505 on exploration costs for the Sulussugut License.
The
Company had no minimum required exploration commitment for the year ended December 31, 2021 and available credits of DKK 285,866,733
(approximately $57,026,697)
at the end of December 31, 2021. During the
year ended December 31, 2021, the Company had approved exploration expenditures of DKK 1,921,180
(approximately $384,236).
The
credits available from each year may be carried forward for 3 years plus a 2-year extension and expire between December 31, 2022
to December 2024. The Company has no exploration
commitment for the 2022 fiscal year.
During
the year ended December 31, 2021, the Company spent a total of $104,538
(December 31, 2020 - $117,756)
in exploration and license related expenditures on the Sulussugut License and recorded a $54,556
camp site cleanup provision recovery.
To
December 31, 2021 and 2020, the Company has completed all obligations with respect to required reduction of the area
of the license.
| 21 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
Ininngui
License (2012/28)
Effective
March 4, 2012, the Company was granted an exploration license (the “Ininngui License”) by the BMP of Greenland for exclusive
exploration rights of an area located near Ininngui, Greenland. The Company paid a license fee of $5,755
(DKK 32,200)
upon granting of the Ininngui License. The
Ininngui License was valid for an initial 5 years until December 31, 2016, with December 31, 2012 being the first year. The license was
extended for a further 5 years, until December 31, 2021, with December 31, 2017 being the first year. During the year ended December
31, 2021, the Company received a license extension, which provides for a renewal period until December 31, 2023.
The
Ininngui License is contiguous with the Sulussugut License.
Should
the Company not incur the minimum exploration expenditures on the license in any one year from years 2-5, the Company may pay 50% of
the difference in cash to BMP as full compensation for that year. This procedure may not be used for more than 2 consecutive calendar
years and as at December 31, 2021, the Company has not used the procedure for the license.
The
Company had no minimum required exploration commitment for the year ended December 31, 2021. As of December 31, 2021, the Company has
spent $5,221,333
on exploration costs for the Ininngui License
and exceeded the minimum requirement with a total cumulative surplus credits of DKK 30,515,237
(approximately $6,087,393).
The
credits available from each year may be carried forward for 3 years plus a 2-year extension and expire between December 31, 2022
to December 2024. The Company has no exploration
commitment for the 2022 fiscal year.
During
the year ended December 31, 2021, the Company spent a total of $21,755
(December 31, 2020 - $19,424)
in exploration and license related expenditures and recorded a $26,700
camp site cleanup provision recovery.
Carbonatite
License (2018/21)
Effective
May 4, 2018, the Company was granted an exploration license (the “Carbonatite License”) by the BMP of Greenland for exclusive
exploration rights of an area located near Maniitsoq in West Greenland. The Company paid a license fee of $6,523
(DKK 31,000)
upon granting of the Carbonatite License. The
Carbonatite License is valid for 5 years until December 31, 2022, with December 31, 2020 being the third year. During the year ended
December 31, 2021, the Company received a license extension, which provides for renewal period until 2024.
The
Company had no minimum required exploration obligation for the year ended December 31, 2021. As of December 31, 2021, the Company has
spent $1,511,400
on exploration costs for the Carbonatite License.
To December 31, 2021, the Company’s expenditures exceeded the minimum requirement and the Company has a total surplus credit of
DKK 10,577,191
(approximately $2,110,012).
The
credit available from each year may be carried forward 3 years plus a 1-year extension and expire between December 31, 2023 to
December 2024. The Company has no exploration
commitment for the 2022 fiscal year.
During
the year ended December 31, 2021, the Company spent a total of $7,083
(December 31, 2020 - $6,527)
in exploration and license related expenditures and recorded a $13,350
camp site cleanup provision recovery.
West
Greenland Prospecting License (2020/05)
On
February 18, 2020, the
Company was granted new prospective license No. 2020/05, by the BMP of Greenland for a period of 5 years ending December 31, 2024.
The Company paid a granting fee of $4,301
(DKK 21,900).
There were $396 exploration related costs incurred during the year ended December 31, 2021 (December 31, 2020 - $Nil).
High
Atlas Project in Morocco
In
2018, the Company’s geologists identified a project opportunity in the high Atlas Mountains of Morocco. There is no modern
geophysical coverage and no drilling on the property. In 2019, the Company signed an MOU with ONHYM (Office National des
Hydrocarbons et des Mines), a government entity and single largest current permit holder in Morocco. Through this alliance, the
Company was given access to confidential exploration data to develop nickel projects in the High Atlas Region of Morocco. In
November and December 2021, the Company lodged applications for five permits in Morocco. In December, three of the five permits were
awarded to the Company with the decision on the fourth and fifth permit pending.
During
the year ended December 31, 2021, the Company spend a total of $26,652 (December 31, 2020 – $31,630) on the project and recorded
it as property investigation expense in the consolidated statements of comprehensive loss.
| 7. | TRADE
PAYABLES AND ACCRUED LIABILITIES |
(All
amounts in table are expressed in thousands of Canadian dollars)
SUMMARY
OF TRADE PAYABLES AND ACCRUED LIABILITIES
|
| |
December 31, 2021 | | |
December 31, 2020 | |
| Trade payables | |
| 401 | | |
| 290 | |
| Amounts due to related parties (Note 10) | |
| 33 | | |
| 28 | |
| Accrued liabilities | |
| 46 | | |
| 44 | |
| Trade payables and accrued liabilities | |
| 480 | | |
| 362 | |
| 22 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
8. SHARE CAPITAL, WARRANTS AND OPTIONS
The
authorized capital of the Company comprises an unlimited number of common shares without par value and 100,000,000 Series 1 convertible
preferred shares without par value.
| a) | Common
shares issued and outstanding |
2021
During
the year ended December 31, 2021, the Company issued 13,080,314
common shares on exercise of warrants and options
and received $1,641,675
in proceeds from the exercise of 12,580,314
warrants and $112,000
from the exercise of 500,000
options. There were no
warrants or options exercised during the year
ended December 31, 2020.
As
at December 31, 2021, the Company has 131,204,627 common shares issued and outstanding, (December 31, 2020 – 109,833,648).
On
April 20, 2021 the Company closed a non-brokered private placement consisting of an aggregate of 8,290,665
units of the Company (the “Units”)
at a price of $0.24
per unit, for aggregate gross proceeds of $1,989,760.
Each unit consists of one common share in the capital of the Company and one half transferable common share purchase warrant (“Warrant”)
of the Company. Each full Warrant entitles the holder to acquire one common share of the Company within twenty-four (24) months following
its issuance date, at a price of $0.35. The warrants are subject to an acceleration clause such that if the closing market price of the
common shares on the TSX-V is greater than $0.60 per common share for a period of 10 consecutive trading days at any time after the four-month
anniversary of the closing of the placement, the Company may, at its option, accelerate the warrant expiry date to within 30 days.
In
connection with the private placement, the Company has paid eligible finders (the “Finders”): (i) cash commission equal to
% of the gross proceeds raised from subscribers introduced to the Company by such Finders, being an aggregate of $65,830, and (ii) a
number of common share purchase warrants (the “Finder Warrants”) equal to 6% of the units attributable to the Finders under
the private placement, being an aggregate of 274,289 Finder Warrants. Each Finder Warrant entitles the Finder to acquire one common share
of the Company for a period of twenty-four (24) months following its issuance date, at an exercise price of $0.35.
The
Company allocated a $464,493
fair value to the warrants issued in conjunction
with the private placement and $30,735
to agent’s warrants. The fair value
of warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 1.5
years, expected dividend yield of 0%,
a risk-free interest rate of 0.29%
and an expected volatility of 132%.
2020
On
August 13, 2020, the Company closed the first tranche of its non-brokered private placement equity financing consisting of 15,481,077
units of the Company at a price of $0.07 per unit, for aggregate gross proceeds of $1,083,675. On August 31, 2020, the Company closed
the second and final tranche of its non-brokered private placement equity financing consisting of 5,661,780 units of the Company at a
price of $0.07 per unit, for aggregate gross proceeds of $396,325. Each unit consists of one common share in the capital of the Company
and one transferable common share purchase warrant of the Company. Each warrant will entitle the holder to acquire one common share of
the Company at an exercise price of $0.09 for a period of 24 months from its date of issuance. The warrants are subject to an acceleration
clause such that if the closing market price of the common shares on the TSX-V is greater than $0.12 per common share for a period of
10 consecutive trading days at any time after the four-month anniversary of the closing of the placement, the Company may, at its option,
accelerate the warrant expiry date to within 30 days.
In
connection with the non-brokered private financing, the Company incurred total share issuance costs of $124,222.
The Company issued an aggregate of 588,154
common share purchase warrants. Each warrant
will entitle the holder to acquire one common share of the Company at an exercise price of $0.09 for a period of 24 months from its date
of issuance.
The
Company allocated a $716,055
fair value to the warrants issued in conjunction
with the private placement and $18,547
to agent’s warrants. The fair value
of warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 2
years, expected dividend yield of 0%,
a risk-free interest rate of 0.28%
to 0.31%
range and an expected volatility of 158%
to 158.53%
range.
2019
On
October 24, 2019 the TSXV approved the filing of the earn in agreement for the Loveland Nickel Property. As a result, on December 9,
2019, the Company issued 300,000 common shares at fair value of $51,000 (note 6).
On
December 18, 2019, the Company closed a non-brokered private placement equity financing of 7,373,265 units at a price of $0.18 and 2,224,666
flow-through common shares at a price of $0.18 and raised aggregate gross proceeds of $1,727,628. Each unit issued consisted of one common
share in the capital of the Company and one-half of one common share purchase warrant. Each warrant will entitle the holder to acquire
one common share of the Company at an exercise price of $0.25 for a period of 24 months from its date of issuance. All Securities issued
pursuant to this offering were subject to a hold period which expired on April 19, 2020. The Company incurred total share issuance costs
of $343,639. The Company allocated a $265,217 fair value to the warrants issued in conjunction with the private placement and $21,445
to 298,099 agent’s warrants. The fair value of warrants was determined using the Black-Scholes Option Pricing Model with the following
assumptions; expected life of 2 years, expected dividend yield of 0%, a risk-free interest rate of 1.73% and an expected volatility of
147.26%.
On
issuance, the Company bifurcated the flow-through shares into i) a flow-through share premium of $88,987 that investors paid for the
flow-through feature, which is recognized as a liability and; ii) share capital of $311,453. To December 31, 2020, the Company expended
$400,440 (December 31, 2019 – $Nil) in eligible exploration expenditures and, accordingly, the flow-through liability was reduced
to $Nil.
| 23 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
| b) | Preferred
shares issued and outstanding |
As
at December 31, 2021, December 31, 2020 and December 31, 2019 there are 590,931
series 1 preferred shares outstanding.
The
rights and restrictions of the preferred shares are as follows:
| | i) | dividends
shall be paid at the discretion of the directors; |
| ii) | the
holders of the preferred shares are not entitled to vote except at meetings of the holders
of the preferred shares, where they are entitled to one vote for each preferred share held; |
| iii) | the
shares are convertible at any time after 6 months from the date of issuance, upon the holder
serving the Company with 10 days written notice; and |
| iv) | the
number of the common shares to be received on conversion of the preferred shares is to be
determined by dividing the conversion value of the share, $1 per share, by $9.00. |
A
summary of common share purchase warrants activity during the years ended December 31, 2021, December 31, 2020 and December
31, 2019 is as follows:
SCHEDULE OF NUMBER AND WEIGHTED AVERAGE EXERCISE PRICES OF WARRANTS
| | |
December 31, 2021 | | |
December 31, 2020 |
|
|
December 31, 2019 | |
| | |
Number Outstanding | | |
Weighted Average Exercise Price ($) | | |
Number Outstanding | | |
Weighted Average Exercise Price ($) |
|
|
|
Number Outstanding |
|
|
|
Weighted Average Exercise Price
($) | |
| Outstanding, beginning of year | |
| 25,715,742 | | |
| 0.11 | | |
| 15,651,397 | | |
| 0.96 |
|
|
|
25,797,283 |
|
|
|
1.20 | |
| Issued | |
| 4,419,620 | | |
| 0.35 | | |
| 21,731,011 | | |
| 0.09 |
|
|
|
3,984,731 |
|
|
|
0.25 | |
| Exercised | |
| (12,580,314 | ) | |
| 0.13 | | |
| - | | |
| - |
|
|
|
- |
|
|
|
- | |
| Cancelled / expired | |
| (1,472,223 | ) | |
| 0.25 | | |
| (11,666,666 | ) | |
| 1.20 |
|
|
|
(14,130,617 |
) |
|
|
1.20 | |
| Outstanding, end of year | |
| 16,082,825 | | |
| 0.15 | | |
| 25,715,742 | | |
| 0.11 |
|
|
|
15,651,397 |
|
|
|
0.96 | |
| 24 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
At
December 31, 2021, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as
follows:
SCHEDULE OF NUMBER AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OUTSTANDING WARRANTS
| Warrants Outstanding | | |
Expiry Date | |
Exercise Price ($) | | |
Weighted Average remaining contractual life (years) | |
| | 10,871,817 | 1 | |
August 13, 2022 | |
| 0.09 | | |
| 0.41 | |
| | 1,204,638 | 1 | |
August 31, 2022 | |
| 0.09 | | |
| 0.05 | |
| | 4,006,370 | | |
April 16, 2023 | |
| 0.35 | | |
| 0.33 | |
| | 16,082,825 | | |
| |
| | | |
| 0.79 | |
| 1 | The warrants
are subject to an acceleration clause such that if the volume-weighted average trading price of the Company’s common shares on
the TSX-V exceeds $0.12 per common share for a period of 10 consecutive trading days at any date before the expiration date of such warrants,
the Company may, at its option, accelerate the warrant expiry date to within 30 days. To December 31, 2021, the Company’s common
shares have met the criterion for acceleration. The Company, however, has not accelerated the warrant expiry date. |
The
average share price at the dates the finders’ warrants were exercised was $0.34.
The
Company adopted a Stock Option Plan (the “Plan”), providing the authority to grant options to directors, officers, employees
and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the Plan, the exercise
price of each option equals the market price or a discounted price of the Company’s stock as calculated on the date of grant. The
options can be granted for a maximum term of 10 years.
A
summary of option activity under the Plan during the years ended December 31, 2021, December 31, 2020 and December 31, 2019
is as follows:
SCHEDULE OF NUMBER AND WEIGHTED AVERAGE EXERCISE PRICES OF SHARE OPTIONS
| | |
December 31, 2021 | | |
December 31, 2020 | |
|
December 31, 2019 |
|
| | |
Number Outstanding | | |
Weighted Average Exercise Price ($) | | |
Number Outstanding | | |
Weighted Average Exercise Price ($) | |
|
Number Outstanding |
|
|
Weighted Average Exercise Price ($) |
|
| Outstanding, beginning of year | |
| 7,978,725 | | |
| 0.17 | | |
| 2,130,550 | | |
| 1.51 | |
|
|
2,594,550 |
|
|
|
1.80 |
|
| Issued | |
| 8,178,972 | | |
| 0.37 | | |
| 7,850,000 | | |
| 0.15 | |
|
|
- |
|
|
|
- |
|
| Exercised | |
| (500,000 | ) | |
| 0.22 | | |
| - | | |
| - | |
|
|
- |
|
|
|
- |
|
| Cancelled / expired | |
| (603,100 | ) | |
| 0.31 | | |
| (2,001,825 | ) | |
| 1.51 | |
|
|
(464,000 |
) |
|
|
4.23 |
|
| Outstanding, end of year | |
| 15,054,597 | | |
| 0.27 | | |
| 7,978,725 | | |
| 0.17 | |
|
|
2,130,550 |
|
|
|
1.51 |
|
During
the year ended December 31, 2021, the Company granted an aggregate total of 8,178,972
stock options to employees, directors and consultants
with a maximum term of 5
years. All options vest immediately and are exercisable
as to 3,185,000
options at $0.32
per share and 4,993,972
options at $0.40
per share. The Company calculates the fair value
of all stock options using the Black-Scholes Option Pricing Model. The fair value of options granted during the year ended December 31,
2021 amounted to $2,530,706
and was recorded as a share-based payment expense.
The weighted average fair value of options granted during the year ended December 31, 2021 is $0.31 per option.
During
the year ended December 31, 2020, the Company granted an aggregate total of 7,850,000 stock options to employees, directors and consultants
with a maximum term of 5 years. All options vest immediately and are exercisable as to 6,650,000 options at $0.16 per share and 1,200,000
options at $0.09 per share. The Company calculates the fair value of all stock options using the Black-Scholes Option Pricing Model.
The fair value of options granted during the year ended December 31, 2020 amounted to $969,391 and was recorded as a share-based payment
expense.
There
were no incentive stock options granted during the year ended December 31, 2019.
| 25 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
The
fair value of stock options granted and vested during the years ended December 31, 2021, 2020 and 2019 was calculated using
the following assumptions:
SCHEDULE OF INPUTS TO OPTION PRICING MODEL
| | |
December 31, 2021 | | |
December 31, 2020 | |
|
December
31, 2019 |
|
| Expected dividend yield | |
| 0 | % | |
| 0 | % |
|
|
- |
|
| Expected share price volatility | |
| 126.4% - 127.8 | % | |
| 121.5% - 125 | % |
|
|
- |
|
| Risk free interest rate | |
| 0.93% - 1.34 | % | |
| 0.39% - 1.21 | % |
|
|
- |
|
| Expected life of options | |
| 5 years | | |
| 5 years | |
|
|
- |
|
Details
of options outstanding as at December 31, 2021 are as follows:
SCHEDULE OF NUMBER AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OUTSTANDING SHARE OPTIONS
Options Outstanding | | |
Options Exercisable | | |
Expiry Date | |
Exercise Price ($) | | |
Weighted average remaining contractual life (years) | |
| | 40,625 | | |
| 40,625 | | |
February 21, 2022* | |
| 1.20 | | |
| 0.00 | |
| | 35,000 | | |
| 35,000 | | |
February 28, 2023 | |
| 1.20 | | |
| 0.00 | |
| | 5,800,000 | | |
| 5,800,000 | | |
February 24, 2025 | |
| 0.16 | | |
| 1.22 | |
| | 1,200,000 | | |
| 1,200,000 | | |
August 19, 2025 | |
| 0.09 | | |
| 0.29 | |
| | 2,985,000 | | |
| 2,985,000 | | |
February 25, 2026 | |
| 0.32 | | |
| 0.83 | |
| | 4,993,972 | | |
| 4,993,972 | | |
October 25, 2026 | |
| 0.40 | | |
| 1.61 | |
| | 15,054,597 | | |
| 15,054,597 | | |
| |
| | | |
| 3.95 | |
| * | Subsequently expired,
unexercised. |
The
average share price at the dates the options were exercised was $0.485.
The
reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock
options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. Amounts recorded for
forfeited or expired unexercised options and warrants are transferred to deficit. During the year ended December 31, 2021, the
Company transferred $203,865 (December
31, 2020 - $3,782,706) (December
31, 2019 - $3,860,656) to deficit for expired options and warrants and $666,478 to
share capital for exercised warrants and options (December 31, 2020 and 2019 - $Nil).
During
the year ended December 31, 2021, the Company recorded $2,530,706
(December 31, 2020 - $969,391)
of share-based payments to reserves. There were no share-based payments during the year ended December 31, 2019.
9. INVESTMENT IN PREMIUM NICKEL RESOURCES INC.
On
September 30, 2019, the Company entered into a Memorandum of Understanding (“MOU”) with Premium Nickel. Pursuant to the MOU,
the Company and Premium Nickel set forth their interests in negotiating and acquiring several of the assets of BCL
Limited, a private company with operations in Botswana that is currently in liquidation.
Concurrent
with the MOU, the Company initially subscribed for 2,400,000
common shares of Premium Nickel at $0.01,
for a total investment of $24,000.
The Company’s initial investment included a provision that gives the Company the right to nominate two directors to the board of
directors of Premium Nickel. The
Company’s initial investment also included Premium Nickel issuing the Company a non-transferable share purchase warrant (the “Warrant”),
which entitles the Company to purchase common shares of Premium Nickel, for up to 15% of the capital of Premium Nickel upon payment of
US $10 million prior to the fifth anniversary of the date of issue.
At December 31, 2019, the Company’s investment was recorded as an advance, as the Company had not yet been issued the common
share certificates nor the Warrant. The initial common share certificate and Warrant were issued during the year ended December 31,
2020.
To
December 31, 2020, the Company subscribed for an additional 4,657,711
common shares of Premium Nickel, for a further
investment of $154,164.
The common shares underlying the investment are restricted (“Restricted”) from being traded before such date that is 4 months
after the later of (a) the date of issuance and (b) the date at which Premium Nickel becomes a reporting issuer in any province or territory.
As of December 31, 2020, the underlying common shares are Restricted. During year ended December 31, 2021, the Company invested
additional $441,446
and as of December 31, 2021, the Company
held a 10% equity interest in Premium Nickel (December 31, 2020 – 11.01%).
| 26 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
As
of December 31, 2021, the Company was providing the corporate management and technical expertise to Premium Nickel on a contractual
basis, had two directors representing the Company on the Board, who were actively participating in the day-to-day activities of Premium
Nickel and actively contributing to Premium Nickel’s financial and operational strategies. Accordingly, the Company determined that
it has significant influence in Premium Nickel and has used equity accounting for the investment. Premium Nickel’s financial
information at December 31, 2021 was net assets of $4,770,937
which was comprised primarily of cash, and
a total comprehensive loss of $1,688,310
was recorded for the year ended December
31, 2021.
Details
of the Company’s investment at December 31, 2021 is as follows:
SCHEDULE OF INVESTMENT
| | |
Investment | |
| Balance, December 31, 2020 | |
| 48 | |
| Reallocation of advance | |
| 50 | |
| Investment | |
| 392 | |
| Share of loss of Premium Nickel | |
| (169 | ) |
| | |
| | |
| Total | |
| 321 | |
On
January 1, 2020, the Company entered into a Management and Technical Services Agreement (“the Services Agreement”) with Premium
Nickel whereby the Company will provide certain technical, corporate, administrative and clerical, office and other services to Premium
Nickel during the development stage of the contemplated arrangement. The
Company will charge Premium Nickel for expenses incurred and has the right to charge a 2% administrative fee on third party expenses.
The Company will invoice Premium Nickel on a monthly basis and payment shall be made by Premium Nickel no later than 15 days after receipt
of such invoice. The term of the Service Agreement is for an initial period of 3 years and can be renewed for an additional 1 year period.
The Service Agreement can be terminated within 30 days notice, for non-performance, by the Company giving 6 months notice or Premium
Nickel within 90 days provided the Company no longer owns at least 10% of the outstanding common shares of Premium Nickel.
If Premium Nickel defaults on making payments, the outstanding
balance shall be treated as a loan to Premium Nickel, to be evidenced by a promissory note. The promissory note will be payable upon
demand and bear interest at a rate equal to the then current lending rate plus 1%, calculated from the date of default. Subsequent payment
by Premium Nickel will be first applied to accrued interest and then principle of the invoice. During the year ended December 31, 2021,
pursuant to the Services Agreement, the Company charged Premium Nickel $2,370,444
(December 31, 2020 - $647,164)
for services and charged, $42,315
(December 31, 2020 - $8,495)
in administrative fees, received $2,225,589
(December 31, 2020 – $701,305)
and recorded $199,145
in due from Premium Nickel (December 31, 2020
- $54,619).
Subsequent to December 31, 2021, the Company received the $199,145
in full from Premium Nickel.
10. RELATED PARTY TRANSACTIONS
The
following amounts due to related parties are included in trade payables and accrued liabilities (Note 7):
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF AMOUNTS DUE TO RELATED PARTIES, INCLUDED IN TRADE PAYABLES AND ACCRUED LIABILITIES
| | |
December 31, 2021 | | |
December 31,
2020 | |
| Directors and officers of the Company | |
| 28 | | |
| 21 | |
| Related company | |
| 5 | | |
| 7 | |
| Total | |
| 33 | | |
| 28 | |
These
amounts are unsecured, non-interest bearing and have no fixed terms of repayment.
| 27 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
The
following amount due from related party and advance represent as well as the investment in Premium Nickel a private company incorporated
in Ontario, in which certain directors and officers of the Company also hold offices and minority investments.
(All
amounts in table are expressed in thousands of Canadian dollars)
| | |
December 31, 2021 | | |
December 31, 2020 | |
| Due from related party | |
| 199 | | |
| 55 | |
| Advance | |
| - | | |
| 50 | |
| Investment | |
| 321 | | |
| 48 | |
| | |
| | | |
| | |
| Total | |
| 520 | | |
| 153 | |
| (a) | Related
party transactions |
2021
Sentient
Executive GP IV Limited (“Sentient”) and Contemporary Amperex Technology Limited (“CATL”) have historically subscribed
to private placements of the Company.
As
of December 31, 2021, Sentient beneficially owns 36,980,982 common shares, constituting approximately % of the currently issued
and outstanding common shares of the Company.
As
of December 31, 2021, CATL beneficially owns 22,944,444 common shares, constituting approximately % of the currently issued and
outstanding shares of the Company. CATL has pre-emptive rights and the right to nominate one director to the board of directors of the
Company.
2020
Sentient
Executive GP IV Limited (“Sentient”) and Contemporary Amperex Technology Limited (“CATL”) have historically subscribed
to private placements of the Company.
As
of December 31, 2020, Sentient beneficially owns 36,980,982 common shares, constituting approximately % of the currently issued
and outstanding common shares of the Company.
As
of December 31, 2020, CATL beneficially owns 22,944,444 common shares, constituting approximately % of the currently issued and
outstanding shares of the Company. CATL has pre-emptive rights and the right to nominate one director to the board of directors of the
Company.
During
the year ended December 31, 2020, the Company recorded $185,706 in fees charged by a legal firm in which the Company’s former chairman
is a consultant.
2019
As
of December 31, 2019, Sentient beneficially owns 36,980,982 common shares, constituting approximately
of the currently issued and outstanding common shares of the Company.
On
December 18, 2019, CATL subscribed for a total of 2,944,444 units under a bought deal private placement financing transaction described
in Note 9 for a total net proceeds of $530,000. As part of the subscription, CATL was granted 1,472,222 common share purchase warrants
exercisable at $0.25 until December 18, 2021. As of December 31, 2019, CATL beneficially owns 22,944,444 common shares, constituting
approximately of the currently issued and outstanding shares of the Company. CATL has pre-emptive rights and the right to nominate
one director to the board of directors of the Company.
During
the year ended December 31, 2019, the Company recorded $370,127 (2018 - $174,224), (2017 - $244,285) in fees charged by a legal firm
in which the Company’s former chairman is a consultant.
| 28 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
| (b) | Key
management personnel are defined as members of the Board of Directors and senior officers. |
Key
management compensation was:
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF KEY MANAGEMENT COMPENSATION
| | |
December 31, 2021 | | |
December 31, 2020 |
|
|
December
31, 2019 | |
| Geological consulting fees – expensed | |
| - | | |
| 5 |
|
|
|
136 | |
| Management fees – expensed | |
| 531 | | |
| 478 |
|
|
|
747 | |
| Salaries - expensed | |
| - | | |
| 182 |
|
|
|
185 | |
| Share-based payments | |
| 2,314 | | |
| 756 |
|
|
|
- | |
| Total | |
| 2,845 | | |
| 1,421 |
|
|
|
1,068 | |
11. SUPPLEMENTAL CASH FLOW INFORMATION
Changes
in working capital for the year ended December 31, 2021 and 2020 are as follows:
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF CHANGES IN WORKING CAPITAL
| | |
December 31, 2021 | | |
December 31, 2020 |
|
|
December
31, 2019 | |
| (Increase) decrease in due from related party | |
| (143 | ) | |
| 102 |
|
|
|
(126 | ) |
| (Increase) decrease in prepaid expenses | |
| (17 | ) | |
| 7 |
|
|
|
3 | |
| (Decrease) increase in trade payables and accrued liabilities | |
| (122 | ) | |
| (155 |
) |
|
|
134 | |
| Total changes in working capital | |
| (282 | ) | |
| (46 |
) |
|
|
11 | |
During
the year ended December 31, 2021, the Company:
| i) | transferred
$203,865 from reserve to deficit; |
| ii) | recorded
$67,532
as
the net change for accrued exploration and evaluation expenditures; |
| iii) | recorded
$94,606 provision recovery for restoration obligation; |
| iv) | reclassed
$50,000 from advance to investment; |
During
the year ended December 31, 2020, the Company:
| v) | transferred
$3,782,706 from reserve to deficit; |
| vi) | recorded
$6,506 as the net change for accrued exploration and evaluation expenditures; |
| vii) | recorded
$267,000 as a provision for restoration obligation; |
| viii) | reclassed
$24,000 from advance to investment; |
| ix) | offset
$33,735 from due to related party to investment; and |
| x) | offset
$7,500 in trade payables to proceeds from issuance of common stock. |
During
the year ended December 31, 2019, the Company:
| |
i) |
transferred
$3,860,656 from reserve to deficit; |
| |
ii) |
recorded
$171,444 as the net change for accrued exploration and evaluation expenditures; |
| |
iii) |
paid
$51,000 as non-cash consideration for exploration and evaluation expenditures; and |
| |
iv) |
recorded
$88,987 of flow-through share premium liability. |
12. COMMITMENTS AND CONTINGENCIES
The
Company has certain commitments to meet the minimum expenditures requirements on its exploration and evaluation assets. Further, the
Company has a site restoration obligation with respect to its Greenland exploration and evaluation asset.
Effective
July 1, 2014, the Company had changes to management and entered into the following agreements for services with directors of the Company
and a company in which a director has an interest:
| i) | Directors’
fees: $2,000 stipend per month for independent directors and $3,000 stipend per month for
the chairman of the board, and $2,500 for committee chairmen. |
| | | |
| ii) | Management
fees: $19,106 per month effective January 1, 2020 and $30,951 per month effective June 2018
up to December 31, 2019. |
Effectively
on June 1, 2018, the Company changed the terms with Keith Morrison, the CEO, from direct employment to contracted consultant and entered
into a service agreement with his company.
| 29 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
Each
of the agreements shall be continuous and may only be terminated by mutual agreement of the parties, subject to the provisions that in
the event there is a change of effective control of the Company, the party shall have the right to terminate the agreement, within sixty
days from the date of such change of effective control, upon written notice to the Company. Within thirty days from the date of delivery
of such notice, the Company shall forward to the party the amount of money due and owing to the party hereunder to the extent accrued
to the effective date of termination.
13. RISK MANAGEMENT
The
Company’s exposure to market risk includes, but is not limited to, the following risks:
Interest
Rate Risk
Interest
rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
The Company is not subject to significant changes in interest rate.
Foreign
Currency Exchange Rate Risk
Currency
risk is risk that the fair value of future cash flows will fluctuate because of changes in foreign currency exchange rates. In addition,
the value of cash and other financial assets and liabilities denominated in foreign currencies can fluctuate with changes in currency
exchange rates.
The
Company operates in Canada and Greenland and undertakes transactions denominated in foreign currencies such as United States dollar,
Euros and Danish Krones, and consequently is exposed to exchange rate risks. Exchange risks are managed by matching levels of foreign
currency balances and related obligations and by maintaining operating cash accounts in non-Canadian dollar currencies. The rate published
by the Bank of Canada at the close of business on December 31, 2021 was 1.2794 USD to CAD, 1.4462 EUR to CAD and 0.1936 DKK to CAD.
The
Company’s Canadian dollar equivalent of financial assets and liabilities that are denominated in Danish Krones consist of accounts
payable of $6,776 (2020 - $7,349) and $3,032 in USD currency (2020 - $1,798).
Credit
Risk
Credit
risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an
obligation. The credit risk is primarily associated with liquid financial assets. The Company limits exposure to credit risk on liquid
financial assets by holding cash at highly-rated financial institutions. The credit risk associated with due from related party is
low as it’s solely due from Premium Nickel and the outstanding amount was always settled within 30 days upon invoicing.
Price
Risk
The
Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on
earnings and economic value due to commodity price movements and volatilities. To mitigate price risk, the Company closely monitors commodity
prices of precious metals and the stock market to determine the appropriate course of action to be taken by the Company.
Liquidity
Risk
Liquidity
risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. The Company manages the liquidity risk inherent in these financial obligations by regularly
monitoring actual cash flows to annual budget which forecast cash needs and expected cash availability to meet future obligations.
The
Company will defer discretionary expenditures, as required, in order to manage and conserve cash required for current liabilities.
| 30 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
The
following table shows the Company’s contractual obligations as at December 31, 2021:
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF CONTRACTUAL OBLIGATIONS
| As at December 31, 2021 | |
Less than 1 year | | |
1 - 2 years | | |
2 - 5 years | | |
Total | |
| Trade payables and accrued liabilities | |
| 480 | | |
| - | | |
| - | | |
| 480 | |
| | |
| 480 | | |
| - | | |
| - | | |
| 480 | |
Capital
Risk Management
The
Company manages its capital to ensure that it will be able to continue as a going concern, so that adequate funds are available or are
scheduled to be raised to carry out the Company’s exploration program and to meet its ongoing administrative and operating costs
and obligations. This is achieved by the Board of Directors’ review and ultimate approval of budgets that are achievable within
existing resources, and the timely matching and release of the next stage of expenditures with the resources made available from capital
raisings and debt funding from related or other parties. In doing so, the Company may issue new shares, restructure or issue new debt.
The
Company is not subject to any externally imposed capital requirements imposed by a regulator or a lending institution.
In
the management of capital, the Company includes the components of equity, loans and borrowings, other current liabilities, net of cash.
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF COMPONENTS OF EQUITY, LOANS AND BORROWINGS, AND OTHER CURRENT LIABILITIES
| | |
2021 | | |
2020 |
|
|
|
2019 | |
| | |
As at December 31, |
|
|
|
| |
| | |
2021 | | |
2020 |
|
|
|
2019 | |
| Equity | |
| 41,203 | | |
| 39,015 |
|
|
|
39,431 | |
| Current liabilities | |
| 480 | | |
| 629 |
|
|
|
608 | |
| Total liabilities and equity | |
| 41,683 | | |
| 39,644 |
|
|
|
40,039 | |
| Cash | |
| (1,973 | ) | |
| (308 |
) |
|
|
(1,098 | ) |
| Equity
and liabilities, net of cash | |
| 39,710 | | |
| 39,336 |
|
|
|
38,941 | |
Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used
to measure the fair value.
The
three levels of the fair value hierarchy are:
Level
1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level
2 – Inputs other than quoted prices that are observable either directly or indirectly
Level
3 – Inputs that are not based on observable market data
Cash
is measured using level 1.
| 31 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
The
Company operates in one reportable operating segment being that of the acquisition, exploration and development of mineral properties
in two geographic segments being Canada and Greenland (note 6). The Company’s geographic segments are as follows:
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF GEOGRAPHIC SEGMENTS
| | |
December
31,
2021 | | |
December
31,
2020 | |
| Equipment | |
| | | |
| | |
| Canada | |
| 4 | | |
| 6 | |
| Greenland | |
| 12 | | |
| 15 | |
| Total | |
| 16 | | |
| 21 | |
| | |
December 31, 2021 | | |
December 31,
2020 | |
| Exploration and evaluation assets | |
| | | |
| | |
| Canada | |
| 2,495 | | |
| 2,538 | |
| Greenland | |
| 36,604 | | |
| 36,565 | |
| Total | |
| 39,099 | | |
| 39,103 | |
A
reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:
(All
amounts in tables are expressed in thousands of Canadian dollars)
SCHEDULE
OF RECONCILIATION OF EXPECTED INCOME TAX RECOVERY TO ACTUAL INCOME TAX RECOVERY
| | |
Year ended December 31,
2021 | | |
Year ended December 31,
2020 | |
| Net loss | |
$ | (3,996 | ) | |
$ | (2,741 | ) |
| Statutory tax rate | |
| 27 | % | |
| 27 | % |
| Expected income tax recovery at the statutory tax rate | |
| (1,079 | ) | |
| (740 | ) |
| Permanent differences and other | |
| 479 | | |
| 222 | |
| Change in valuation allowance | |
| 600 | | |
| 518 | |
| Net deferred income tax recovery | |
$ | - | | |
$ | - | |
The
significant components of the Company’s deferred income tax assets and liabilities are as follows:
SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES
| | |
Year ended
December 31, 2021 | | |
Year ended
December 31, 2020 | |
| Exploration and evaluation assets | |
$ | 7,209 | | |
$ | 7,198 | |
| Loss carry-forwards | |
| 5,351 | | |
| 4,878 | |
| Share issuance costs | |
| 84 | | |
| 175 | |
| Cumulative eligible capital | |
| - | | |
| 34 | |
| Investment | |
| 81 | | |
| 35 | |
| Equipment | |
| 273 | | |
| 102 | |
| | |
| 13,022 | | |
| 12,422 | |
| Valuation allowance | |
| (13,022 | ) | |
| (12,422 | ) |
| Net deferred tax asset | |
$ | - | | |
$ | - | |
| 32 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
The
tax pools relating to these deductible temporary differences expire as follows:
SCHEDULE OF TAX POOLS RELATING TO DEDUCTIBLE TEMPORARY DIFFERENCES AND THEIR EXPIRATIONS
| | |
Canadian
non-capital
losses | | |
Canadian
net-capital losses | | |
Canadian
resource pools | | |
Canadian
share issue costs | |
| 2022 | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 227 | |
| 2023 | |
| - | | |
| - | | |
| - | | |
| 112 | |
| 2024 | |
| - | | |
| - | | |
| - | | |
| 43 | |
| 2030 | |
| 696 | | |
| - | | |
| - | | |
| 18 | |
| 2031 | |
| 517 | | |
| - | | |
| - | | |
| - | |
| 2032 | |
| 645 | | |
| - | | |
| - | | |
| - | |
| 2033 | |
| 847 | | |
| - | | |
| - | | |
| - | |
| 2034 | |
| 1,484 | | |
| - | | |
| - | | |
| - | |
| 2035 | |
| 2,141 | | |
| - | | |
| - | | |
| - | |
| 2036 | |
| 2,213 | | |
| - | | |
| - | | |
| - | |
| 2037 | |
| 2,637 | | |
| - | | |
| - | | |
| - | |
| 2038 | |
| 2,656 | | |
| - | | |
| - | | |
| - | |
| 2039 | |
| 2,583 | | |
| - | | |
| - | | |
| - | |
| 2040 | |
| 1,682 | | |
| - | | |
| - | | |
| - | |
| 2041 | |
| 1,503 | | |
| - | | |
| - | | |
| - | |
| No expiry | |
| - | | |
| 58 | | |
| 65,799 | | |
| - | |
| | |
$ | 19,604 | | |
$ | 58 | | |
$ | 65,799 | | |
| 400 | |
| 17. | GENERAL
AND ADMINISTRATIVE EXPENSES |
Details
of the general and administrative expenses by nature are presented in the following table:
(All
amounts in table are expressed in thousands of Canadian dollars)
SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES
| | |
December 31, 2021 | | |
December 31, 2020 | |
|
December 31, 2019 |
|
| Consulting fees | |
| 327 | | |
| 194 | |
|
|
286 |
|
| Filing fees | |
| 51 | | |
| 43 | |
|
|
94 |
|
| General office expenses | |
| 105 | | |
| 74 | |
|
|
220 |
|
| Investor relations | |
| 149 | | |
| 54 | |
|
|
32 |
|
| Management fees | |
| 433 | | |
| 467 | |
|
|
745 |
|
| Professional fees | |
| 94 | | |
| 158 | |
|
|
182 |
|
| Salaries and benefits | |
| - | | |
| 248 | |
|
|
586 |
|
| Total | |
| 1,159 | | |
| 1,238 | |
|
|
2,145 |
|
| |
a) |
On February 17, 2022, the Company announced that it has executed
a non-binding letter of intent (“Non-Binding LOI”) providing for a business combination of Premium Nickel and the Company,
(“Merger”), which would be implemented by way of a “Reverse Takeover” (under the policies of the TSX Venture
Exchange (the “Exchange”)) of NAN by PNR. Under the policies of the TSXV, Premium Nickel is a “Non-Arm’s
Length Party” of the Company. The Non-Binding LOI will form the basis upon which Premium Nickel and the Company
will negotiate one or more definitive agreements governing the proposed Merger. It is currently anticipated that the Merger
will be completed by way of a triangular amalgamation involving Premium Nickel, NAN and a wholly-owned subsidiary of the Company
to be formed; provided, however that the definitive structure of the Merger will be determined based on further tax and structuring
advice to be received prior to the execution of definitive agreements governing the proposed Merger. The Company is the Issuer”
after the closing of the Merger. |
| 33 | North American Nickel / YEAR END 2021 |
Notes
to the Consolidated Financial Statements
For
the year ended December 31, 2021
(Expressed
in Canadian dollars)
Proposed
Transaction Terms
The
Company currently owns approximately 9.8%
of the outstanding common shares of Premium
Nickel on a basic, undiluted basis, and a warrant entitling the Company to purchase an additional 15%
of the equity in Premium Nickel, on an
undiluted basis, for US$10
million, until February 26, 2025 (the “15%
Warrant”) While a definitive exchange ratio
remains subject to ongoing due diligence, under the terms of the Non-Binding LOI, each common share of Premium Nickel outstanding
immediate prior to the closing of the Merger, other than any common share of Premium Nickel held by the Company,
would be exchanged for 5.27
common shares of the Resulting Issuer (before
giving effect to any Consolidation) and the 15%
Warrant and the common shares of Premium Nickel
held by the Company would be extinguished. Following completion of the Merger, approximately 25%
of the outstanding common shares of the Resulting
Issuer are expected to be held by the current shareholders of the Company and approximately 75%
of the outstanding common shares of the Resulting
Issuer are expected to be held by the current shareholders of Premium Nickel (other than the Company).
In
connection with the proposed Merger, and subject to any required shareholder and regulatory approvals, the Company is expected
to seek the requisite shareholder and regulatory approvals to change the name and stock ticker symbol of the Resulting Issuer as part
of the Merger to such name and ticker symbol as may be requested by Premium Nickel, acting reasonably, consolidate the
common shares of the Resulting Issuer (the “Consolidation”) and reconstitute the board of directors of the Resulting Issuer.
The Non-Binding LOI provides for an exclusivity period ending at 11:59 p.m. (Toronto time) on April 2, 2022, which has been extended
to April 29 by mutual written consent of the parties, to allow parties to complete their due diligence and negotiate definitive
agreements for the proposed Merger.
| |
b) |
On March 3, 2022, the Company entered into a promissory note
loan agreement with Premium Nickel, whereby Premium Nickel borrowed US $1,000,000
from the Company and promises to pay back
the loan in full on the maturity date, being April
30, 2022. Interest accruing at 10%
per annum shall also be paid on maturity date
together with the principal amount of the loan. In addition, Premium Nickel agreed to pay the Company a lender fee being
3%
of the principal amount, which shall be due and
payable to the Company on the maturity date. |
| |
c) |
On April 2, 2022, the
Company entered into an agreement with Paradigm Capital Inc. (the “Agent”) to act as lead agent and sole bookrunner, on
behalf of a syndicate, on a “best efforts” basis, for a private placement offering of subscription receipts of the
Company (the “Subscription Receipts”) for gross proceeds of $5,000,000 (the
“Offering”) at a price of $0.48 per
Subscription Receipt (the “Issue Price”). On April 8, 2022, the Offering was upsized to total gross proceeds of up
to $10,000,320. |
Each
Subscription Receipt shall be deemed to be automatically exercised, without payment of any additional consideration and without further
action on the part of the holder thereof, into a Resulting Issuer Share. on a one-for one basis, upon satisfaction of the Escrow Release
Conditions (as defined below), subject to adjustment in certain events.
“Escrow
Release Conditions” shall mean each of the following conditions, which conditions may be waived in whole or in part jointly by the
Company and the Lead Agent:
| |
i) |
receipt
of all required corporate, shareholder, regulatory and third-party approvals, if any, required in connection with the Offering and
the Merger Transaction; |
| |
|
|
| |
ii) |
the
completion, satisfaction or waiver of all conditions precedent, undertakings, and other matters to be satisfied, completed and otherwise
met or prior to the completion of the Merger Transaction (other than delivery of standard closing documentation) have been satisfied
or waived in accordance with the definitive agreement relating to the Merger Transaction, to the satisfaction of the Agents acting
reasonably (other than the release of the Escrowed Funds); |
| |
|
|
| |
iii) |
written
confirmation to the Agents from each of the Company and PNR that all conditions of the Merger Transaction have been satisfied or
waived, other than release of the Escrowed Funds, and that the Merger Transaction shall be completed without undue delay upon release
of the Escrowed Funds; |
| |
|
|
| |
iv) |
the
common shares of the Resulting Issuer being conditionally approved for listing on the TSXV; and |
| |
|
|
| |
v) |
the
Company and the Agents having delivered a joint notice and direction to the Escrow Agent, confirming that the conditions set forth
in i) to iv) above have been met or waived. |
The
Offering is expected to close on or about April 28, 2022 (the “Closing Date”), or such other date as the Lead Agent and
the Company may mutually agree. on the Closing Date, the proceeds of the Offering will be held in escrow pending the earlier of (i)
the satisfaction of the Escrow Release Conditions and (ii) the occurrence of a termination event, of which can be terminated by the
Company any time after 120 days following the agreement entered with the Agent or by the Agent upon written notification immediately.
| 34 | North American Nickel / YEAR END 2021 |