Mr. Keith Morrison reports

PREMIUM NICKEL RESOURCES LTD. ANNOUNCES FULLY-COMMITTED $15 MILLION PRIVATE PLACEMENT OF UNITS

Premium Nickel Resources Ltd. has arranged a fully committed non-brokered private placement offering of 19,230,770 units of the company at a price of 78 cents per unit for aggregate gross proceeds of approximately $15-million.

Each unit will consist of one common share of the company and one common share purchase warrant of the company. Each warrant will entitle the holder to acquire one common share at any time prior to 5 p.m. (Toronto time) for a period expiring 60 months following the date of issuance at a price of $1.10 per common share, subject to accelerated expiry as described herein. If, at any time prior to the expiry date, the volume-weighted average trading price of the common shares on the TSX Venture Exchange (or such other principal exchange or market where the common shares are then listed or quoted for trading) is at least $2 per common share for a period of 20 trading days, the company may, at its option, elect to accelerate the expiry date to a date that is not less than 30 days following the date that the company provides written notice to the holders of the warrants of the accelerated expiry date.

As part of the offering, the company has entered into a binding term sheet dated June 4, 2024, with EdgePoint Investment Group Inc., a related party of the company, and another investor providing for the purchases by each investor of 7,692,307 units at the issue price for gross proceeds of approximately $12-million, with such subscriptions being subject to a minimum overall offering size of $15-million. To that end, the company has commitments from other subscribers for the remaining 3,846,154 units for gross proceeds of approximately $3-million to satisfy the minimum offering size condition.

The net proceeds of the offering will be used by the company to advance the exploration and development of its mineral assets in Botswana and for general corporate and working capital purposes.

It is anticipated that SCP Resource Finance LP, as financial advisor to the company in connection with the offering, will be paid an advisory fee of up to $800,000 (with SCP Resource Finance having the option to receive its advisory fee in units at the issue price, subject to exchange approval), and Fort Capital will be paid an advisory fee of $250,000, in each case in consideration for providing certain advisory services to the company in connection with the offering.

The offering is expected to close on or about June 14, 2024, and remains subject to the receipt of all necessary approvals, including the approval of the exchange. All securities issued under the offering will be subject to a hold period of four months plus one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the exchange.

After giving effect to the offering, EdgePoint is expected to own approximately 14.1 per cent of the issued and outstanding common shares of the company (on a basic basis). Concurrent with the closing of the offering, the company and EdgePoint are expected to enter into an investor rights agreement, pursuant to which, among other things, EdgePoint will be granted certain rights, including participation rights on future equity raises of the company and the right to nominate a director to the board of directors of the company, provided that EdgePoint meets certain equity ownership thresholds and satisfies certain other conditions. In addition, the company and EdgePoint anticipate appointing a mutually agreeable nominee to the board of directors of the company concurrent with the closing of the offering.

MI 61-101 disclosure

EdgePoint is a related party of the company by virtue of having beneficial ownership of, or control or direction over, directly or indirectly, common shares carrying more than 10 per cent of the voting rights attached to all of the company's voting securities and, as such, EdgePoint's participation under the offering is considered to be a related party transaction of the company for purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.

The company may, however, complete the offering in reliance on exemptions available under MI 61-101 from the formal valuation and minority approval requirements of MI 61-101. Specifically, the offering is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(b) of MI 61-101 as the company is not listed on a specified market within the meaning of MI 61-101. Additionally, the offering is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 insofar as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the offering insofar as it involves (or is expected to involve) interested parties, exceeds 25 per cent of the company's market capitalization.

About Premium Nickel Resources Ltd.

Premium Nickel is a mineral exploration and development company that is focused on the redevelopment of the previously producing nickel, copper and cobalt resources mines owned by the company in the Republic of Botswana.

Premium Nickel is committed to governance through transparent accountability and open communication within its team and its stakeholders. The company's skilled team has worked over 100 projects collectively, accumulating over 400 years of resource discoveries, mine development and mine re-engineering experience on projects like the company's Selebi and Selkirk mines. The company's senior team members have on average more than 20 years of experience in every single aspect of mine discovery and development, from geology to operations.

We seek Safe Harbor.