Exhibit 99.1

NORTH AMERICAN NICKEL AND PREMIUM NICKEL RESOURCES
EXECUTE DEFINITIVE AGREEMENT FOR BUSINESS COMBINATION

Toronto, Ontario, April 26, 2022 – Premium Nickel Resources Corporation ("PNR") and North American Nickel Inc. (TSXV:NAN) ("NAN") are pleased to announce that they have entered into a definitive amalgamation agreement (the "Amalgamation Agreement") in respect of their previously-announced reverse takeover transaction (the "RTO"), pursuant to which PNR would "go-public" by way of a reverse takeover of NAN. In this news release, references to the "Resulting Issuer" are to NAN after the closing of the RTO. As certain directors and officers of NAN are also directors and officers of PNR, the Amalgamation Agreement is considered as a "Non-Arm's Length" agreement pursuant to the policies of the TSX Venture Exchange (the "Exchange").

Transaction Particulars and the Definitive Agreement

On April 25, 2022, NAN, PNR and 1000178269 Ontario Inc. ("NAN Subco"), a wholly-owned subsidiary of NAN incorporated under the Business Corporations Act (Ontario) (the "OBCA"), entered into the Amalgamation Agreement, which provides for, among other things, a three-cornered amalgamation (the "Amalgamation") pursuant to which (i) NAN Subco will amalgamate with PNR under Section 174 of the OBCA to form one corporation ("Amalco"), (ii) the securityholders of PNR will receive securities of the Resulting Issuer in exchange for their securities of PNR at an exchange ratio of 5.27 Resulting Issuer Shares (as defined herein) for each outstanding share of PNR (subject to adjustments in accordance with the Amalgamation Agreement) (the "Exchange Ratio"), and (iii) the transactions will result in a RTO of NAN in accordance with the policies of the Exchange, all in the manner contemplated by, and pursuant to, the terms and conditions of the Amalgamation Agreement. A copy of the Amalgamation Agreement will be available electronically on SEDAR (www.sedar.com) under NAN's issuer profile in due course.

Sheldon Inwentash, Director of PNR, stated: "We are delighted to announce this business combination with NAN, who is our long-term supporter and shareholder. This agreement demonstrates the degree to which our respective companies and shareholders are in alignment as we move forward with the RTO transaction and the re-development of the recently acquired Selebi Mines in Botswana. We are also excited to see Premium Nickel Resources listed on the TSX Venture Exchange as it is a critical step in our growth plans. With the acquisition of the Selebi mine, we are now preparing to initiate an aggressive redevelopment program at Selebi based on modern best practices and believe that the Ni-Cu-Co resources at the Selebi mines will be part of the global electrification of industries. NAN's technical and operational expertise will provide a significant synergy to our ambition for Selebi in years to come."

Douglas Ford, Interim Lead Director of NAN, stated: "We are pleased to announce the business combination with PNR and embark on this important new chapter in NAN's development. We believe that this transaction will unlock significant value for NAN's shareholders through the addition of the Selebi mines, which have significant exploration upside, to NAN's current portfolio of Ni-Cu-Co assets. I'd like to thank NAN's shareholders and team for all of their continued efforts and support in this transaction. We are very excited about the coming together of two great companies with untapped potential, and a driven management team. PNR's strategy and vision for the Selebi mine aligns with NAN's global strategy of identifying the best Nickel-Copper-Cobalt projects and the transaction with PNR will accelerate the growth and development of the combined company."

As part of the RTO, and subject to any required shareholder and regulatory approvals, NAN will: (i) change its name to "Premium Nickel Resources Ltd."; (ii) change its stock exchange ticker symbol to a symbol to be determined between the parties and acceptable to the Exchange; and (iii) reconstitute the board of directors (the "Board Reconstitution") and management of the Resulting Issuer. The outstanding options of PNR immediately prior to the effective time of the RTO will be exchanged and adjusted pursuant to the terms of the Amalgamation Agreement such that holders thereof will be entitled to acquire, following the closing of the RTO, options of the Resulting Issuer after giving effect to the Exchange Ratio and the Consolidation (as defined below), as applicable. In addition, subject to any required shareholder and regulatory approvals, NAN intends to consolidate its common shares on the basis of one post-consolidation common share for each five (5) pre-consolidation common shares (the "Consolidation").

NAN intends to call an annual and special meeting of its shareholders to approve various corporate actions, including the Board Reconstitution, and seek approval of the RTO by way of a written consent of at least a majority of its shareholders pursuant to the policies of the Exchange. In support of the RTO, all the directors and officers and certain shareholders of NAN, including Sentient Global Resources Fund IV, L.P. and Contemporary Amperex Technology Canada Limited, representing approximately 54% of the outstanding common shares of NAN have entered into voting support agreements with PNR in support of the RTO (the "NAN Support Agreements"). In addition, all of the directors and officers and certain shareholders of PNR representing approximately 69% of the outstanding PNR Shares have entered into voting support agreements with NAN in support of the RTO (the "PNR Support Agreements", together with the NAN Support Agreements, the "Support Agreements").

As of the date hereof, NAN holds a common share purchase warrant in the capital of PNR entitling it to acquire up to an undiluted 15% of the common shares of PNR ("PNR Shares") at an exercise price of US$10 million until February 26, 2025 (the "15% Warrant"). In connection with and immediately prior to the entry into of the Amalgamation Agreement, NAN and PNR entered into a waiver and suspension agreement, pursuant to which NAN agreed that its exercise privileges under the 15% Warrant is suspended until the later of the 61^st calendar day following the date of the Amalgamation Agreement and the date the Amalgamation Agreement is terminated. The 15% Warrant will concurrently and automatically terminate upon the completion of the RTO.

Certain directors and officers of NAN are also directors and officers of PNR and as such considered as being "Non-Arm's Length" pursuant to the policies of the Exchange (the "Interlocked Insiders"). The Interlocked Insiders include Charles Riopel (Non-Executive Chairman of NAN and Chairman of PNR), Keith Morrison (Chief Executive Officer and Director of both NAN and PNR) and Sarah Zhu (Chief Financial Officer of both NAN and PNR).

The Amalgamation Agreement was negotiated at arm's length between representatives of NAN and PNR, through special committees of NAN (the "NAN Special Committee") and PNR (the "PNR Special Committee") which does not include the Interlocked Insiders and the Interlocked Insiders who are directors were excluded from board resolutions in respect of the RTO.

The board of directors of each NAN and PNR determined that the RTO is fair to the shareholders of NAN and PNR respectively. In connection with its evaluation of the RTO, the respective boards and special committees of each NAN and PNR received verbal fairness opinions from their respective financial advisors, specifically: (i) the board and the special committee of NAN received a verbal fairness opinion on April 22, 2022 (the "NAN Fairness Opinion") from INFOR Financial Inc., the financial advisor to NAN and the NAN Special Committee, to the effect that, as of the date of the NAN Fairness Opinion, and based upon and subject to the assumptions, limitations and qualifications set out in NAN Fairness Opinion, the RTO (including the Exchange Ratio) is fair, from a financial point of view, to the shareholders of NAN; and (ii) the board and special committee of PNR received a verbal fairness opinion on April 25, 2022 (the "PNR Fairness Opinion") from Evans & Evans, Inc., the financial advisor to the PNR Special Committee, to the effect that, as of the date of the PNR Fairness Opinion, and based upon and subject to assumptions, limitations and qualifications set out in the PNR Fairness Opinion, the consideration to be received by the PNR shareholders pursuant to the Amalgamation is fair, from a financial point of view to the PNR shareholders.

The common shares of NAN will remain halted pending further filings with the Exchange. NAN may seek waivers or exemptions from certain listing requirements of the Exchange in connection with the RTO, including the requirement to obtain a sponsor for the RTO. However, there can be no assurance that any waivers will be obtained. If a waiver from the sponsorship requirement is not obtained, a sponsor will be identified at a later date. No deposit, advance or loan has been made or is to be made in connection with the RTO.

The Resulting Issuer is expected to be owned approximately (i) 72.6% by current shareholders of PNR, (ii) 23.7% by the current shareholders of NAN, and (iii) 3.7% by the holders of the Subscription Receipts (as defined herein), after giving effect to the RTO and the NAN Financing (assuming that the base size of the NAN Financing is fully subscribed and the Agents' Option is not exercised).

The full particulars of the RTO, the Selebi Mines (as defined herein) located in Botswana, which is anticipated to be the material property of the Resulting Issuer, and the Resulting Issuer will be described in the Form 3D2 (Information Required in a Filing Statement for a Reverse Takeover or Change of Business) (the "Filing Statement") prepared in accordance with the policies of the Exchange. A copy of the Filing Statement will be available electronically on SEDAR (www.sedar.com) under NAN's issuer profile in due course.

Completion of the RTO is subject to a number of conditions, including, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval of NAN shareholders. Where applicable, the RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all. The completion of the RTO is also subject to other conditions, including among other things, ownership by PNR of the rights and title to the Selebi Mines, shareholder approval by PNR shareholders of the Amalgamation, the Support Agreements having not been terminated or materially breached and certain customary conditions precedent for a transaction of this nature.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of NAN should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this news release.

Concurrent Financing

NAN Financing

As part of the RTO, NAN has also entered into an engagement letter dated April 8, 2022 with Paradigm Capital Inc., as lead agent ("Paradigm"), on behalf of itself and INFOR Financial Inc. (together with Paradigm Capital Inc., the "Agents"), pursuant to which the Agents have agreed to sell, on a "best efforts" private placement basis, up to 20,834,000 subscription receipts of NAN (the "Subscription Receipts") at a subscription price of C$0.48 per Subscription Receipt for gross proceeds of up to approximately C$10 million (the "NAN Financing"). In addition, the Agents have been granted an option (the "Agents' Option"), exercisable in whole or in part up to 48 hours prior to the closing of the NAN Financing, to increase the size of the NAN Financing by up to 15% of the base offering size for additional gross proceeds of up to approximately C$1.5 million. Each Subscription Receipt entitles the holder thereof to receive, for no additional consideration and without further action on the part of the holder thereof, on or about the date that the RTO is completed, one common share of the Resulting Issuer (each, a "Resulting Issuer Share"), subject to adjustments as will be outlined in the subscription receipt agreement to be entered into among NAN, Paradigm and Computershare Trust Company of Canada, the subscription receipt agent in respect of the NAN Financing.

The securities issued pursuant to the NAN Financing will be subject to applicable hold periods, including the statutory four month plus one day hold from the closing date of the NAN Financing. It is expected that the net proceeds from the NAN Financing will primarily be used to fund exploration and development of the Resulting Issuer's material property, the Selebi Mines, working capital and for general corporate purposes.

Upon the conversion of the Subscription Receipts, the Agents are entitled to receive a cash commission equal to 7.0% of the gross proceeds of the NAN Financing and compensation warrants exercisable for such number of Resulting Issuer Shares as is equal to 7.0% of the Subscription Receipts issued under the NAN Financing (the "Compensation Warrants"). The Compensation Warrants shall be issued on the same terms as the Subscription Receipts and exercisable for a period of two years following the satisfaction of the escrow release conditions.

The NAN Financing is expected to close on or about April 28, 2022, with the gross proceeds of the NAN Financing to be held in escrow pending the satisfaction of the escrow release conditions, which include the satisfaction (or waiver) of the conditions to the closing of the RTO, the conditional approval of the Exchange to list the Resulting Issuer Shares issuable under the RTO and NAN Financing, and certain other customary conditions.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction. No securities may be offered or sold in the United States or in any other jurisdiction in which such offer or sale would be unlawful prior to registration under the U.S. Securities Act of 1933 or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom.

PNR Financing

In addition, on April 7, 2022, PNR completed a non-brokered private placement of 8,865,619 PNR Shares (and issued an additional 70,548 PNR Shares in satisfaction of certain finders fees payable in connection with the financing) at an issue price of US$2 per PNR Share for an aggregate gross proceeds to PNR of approximately US$17.7 million (the "PNR Financing"). The proceeds of the PNR Financing are expected to be used to finance the purchase price of the Selebi Mines, the initial phase of the exploration program at the Selebi Mines, the RTO transaction-related costs, working capital and general corporate purposes.

Attributes of the Resulting Issuer

The formation of the Resulting Issuer creates a Canadian company with a focus on the exploration and development of high-quality nickel-copper-cobalt with properties located in Botswana, Canada and Greenland. Following the completion of the RTO, the Resulting Issuer is anticipated to own interests in the following properties:

It is anticipated that the Selebi Mines will be the only material property of the Resulting Issuer, for purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"), following the completion of the RTO. The proposed work program for the Selebi Mines includes diamond drilling which is anticipated to be on-going for approximately 18 months and underground infrastructure at the Selebi North mines are expected to be upgraded in support of the underground drilling program and to improve the health and safety at the mine.

In accordance with NI 43-101, a technical report for the Selebi Mines will be filed on SEDAR (www.sedar.com) under NAN's issuer profile.

Board and Management Composition and Biographies

The Board of Directors of the Resulting Issuer (the "Resulting Issuer Board") is expected to include Keith Morrison, Charles Riopel, Sheldon Inwentash, John Hick, Sean Whiteford and John Chisholm. The parties may decide to appoint additional nominees to the Resulting Issuer Board.

Management of the Resulting Issuer is expected to include Keith Morrison (Chief Executive Officer and Director), Mark Fedikow (President), Sarah Wenjia Zhu (Chief Financial Officer and Corporate Secretary), Sharon Taylor (Chief Geophysicist) and Peter Lightfoot (Consulting Chief Geologist).

The following are biographies of the currently proposed directors and senior officers of the Resulting Issuer:

Keith Morrison, Chief Executive Officer and Director

Mr. Keith Morrison has over 40 years of global experience in the resources sector with an accomplished background in strategy, finance, exploration, technology, global operations, capital markets and corporate development. Formerly, Mr. Morrison co-founded two significant Canadian-based success stories, Quantec, a world-leader in deep sub-surface imaging technologies, and QGX, a Canadian-based public exploration company which operated in Mongolia prior to its acquisition. Since 1986, Mr. Morrison has continuously served on private and public company Board of Directors, and senior management teams as CEO. During this period, he has been in leadership positions through multiple commodity cycles and several black swan events. He is currently director and CEO of PNR and a director and CEO of NAN.  

Charles Riopel, Director

Mr. Charles Riopel is an accomplished senior-level executive with over 25 years domestic/international investment experience in mining. He has managed over the years both private and public investment funds. He is the founder and managing partner at Latitude 45⁰, a private equity fund specialized in mining. Prior thereto, he was Senior Investment Director at The Sentient Group, one of the largest PE Funds in mining with over US$2.7 billion under management. At The Sentient Group, he worked on and completed 12 follow-on investments as well as one exit – actively managing investments and re-engineering projects in copper, gold, uranium, nickel and manganese. From 2006 to 2012, he served as Senior Investment Director Metals & Mining at the SGF, a public fund with over US$5 billion under management. During these years, he invested approximately US$200 million per year in mining projects, from greenfield exploration to operations, directly managing drilling programs to approximately US$10 billion in construction. While working at the SGF he invested in, directly managed, turned around and exited more than 20 investments and mining projects.

He was appointed to the Board of Directors of PNR in 2019 and is currently Chairman of the Board of Directors of PNR, Premium Nickel Resources International (Barbados), Premium Nickel Resources Selebi (Barbados) and Premium Nickel Resources Selkirk (Barbados). He is also the Non-Executive Chairman of NAN (mining exploration - Ni). He is also a member of the Board of Directors of Meridian Mining UK (Cu-Au-Mn) and the Foundation of Greater Montreal (local charity managing over US$250 million in charitable donations). He has served as a director and/or officer of several Canadian and international companies. He holds a Bachelor of Economics from Montreal University and a Masters in Business Administration from Laval University.

Sheldon Inwentash, Director

Mr. Sheldon Inwentash has more than 30 years of investing experience and has been instrumental in raising $15 billion for his portfolio companies over the last 20 years. He co-founded Visible Genetics, the first commercial pharmacogenomics company, in 1994 and exited in 2001 to Bayer. Through two decades leading Pinetree Capital, Mr. Inwentash created significant shareholder value through early investments in Queenston Mining (acquired by Osisko Mining Corp. for $550 million), Aurelian Resources (acquired by Kinross for $1.2 billion) and Gold Eagle Mines (acquired by Goldcorp for $1.5 billion) to name a few. Sheldon has been an active investor in and advisor for various companies in Africa such as AfriOre Platinum Ltd. taken over by Lonmin (South Africa), Auryx Gold Corp. combined with B2 Gold Corp. (Namibia), Caledonia Mining Corporation (Zimbabwe) and others. Mr. Inwentash obtained his B.Comm from the University of Toronto and is a Chartered Accountant/Certified Professional Accountant. In 2007, he was an Ontario finalist for the Ernst & Young entrepreneur of the year award. In 2012, Mr. Inwentash received an honorary degree, doctor of laws (LL.D) from the University of Toronto for his valuable leadership as an entrepreneur, his philanthropy, and inspirational commitment to making a difference in the lives of children, youth and their families. He is currently a director of PNR.

John Hick, Director

Mr. John Hick has over 40 years of experience in the mining industry in both senior management positions and as an independent director. He currently serves as an independent director, and in some cases the non-executive Chairman, to a number of publicly listed companies. Formerly, Mr. Hick has held board and/or senior management positions with a number of other Canadian mining companies, including Mako Mining Corp., Medoro Resources Ltd., St. Andrew Goldfields Ltd., First Uranium Corp., Defiance Mining Corp./Geomaque Explorations Ltd, TVX Gold Inc., Cambior Inc., Rio Narcea Gold Mines Ltd, Rayrock Resources Inc., Revett Minerals Inc. and Placer Dome Inc. Mr. Hick holds a B.A. from the University of Toronto, and a LLB from the University of Ottawa. He is currently a director of NAN.

Sean Whiteford, Director

Mr. Sean Whiteford has over 25 years of mineral exploration and operational experience in the mining industry. He is currently the Vice President, Business Development at Burgundy Diamond Mines Ltd (ASX:BDM). He started his career as an exploration geologist with BHP-Utah Mines based in Toronto. He subsequently spent 13 years with the Rio Tinto Group in various corporate, operational, and technical roles in Australia, Canada and the U.S. Mr. Whiteford joined Cliffs Natural Resources in 2009 held various executive positions, including VP Exploration and VP Eastern Canada Iron Ore Operations. In addition, he was the President of Osgood Mountains Gold and had extensive experience working as strategic consultant for mining and exploration companies in the U.S. and Canada. Mr. Whiteford is a Member of the AusIMM, holds a B.Sc. in geology from the University of Windsor and has also completed the Advanced Management Program at Columbia Business School.

John Chisholm, Director

Mr. John Chisholm is a senior financial executive with over 30 years of investment experience. As a senior executive of Merrill Lynch and CIBC Wood Gundy, he has participated in over 100 IPO's. Mr. Chisholm is a founder of Temex Resources, Forsys Metals, Carta Worldwide, and Land Administration Company, where he currently serves as executive chairman. He is also one of the founders of PNR, where he serves on the board as a director. As a graduate of the University of Guelph in economics, he is well-positioned to help guide companies with respect to raising funds for large projects. He has been involved in raising over $200-million for various companies and has an extensive list of worldwide contacts in both the mining and technology sector. He is currently a director of PNR.

Dr. Mark Fedikow, President

Mr. Mark Fedikow has 40 years of industry and government experience as an exploration geochemist and mineral deposits geologist. He has worked for major and junior mining exploration companies and the Manitoba Geological Survey completing his employment at the Survey as Chief Geologist of the Mineral Deposits Section. In 2001, Mr. Fedikow was the recipient of the Provincial Geologists Medal, a Canadian national award for outstanding geoscientific achievement. He has successfully applied partial and selective extraction geochemical technologies including the Mobile Metal Ions Process (MMI) in exploration programs for lode and placer gold, base metal massive sulphides, platinum group metals, magmatic nickel-copper, porphyry copper deposits and kimberlite / carbonatite in a variety of geological settings and overburden environments. Mr. Fedikow has published numerous articles on mineral deposits and their geochemical expressions in rock, soil and vegetation sample media. He is a Fellow of the Association of Applied Geochemists. He is currently President of NAN.

Sarah Wenjia Zhu, Chief Financial Officer and Corporate Secretary

Ms. Sarah Zhu has over 15 years of financing and accounting experience in the public and private equity market with a focus on the Natural Resources sector. Formerly, she held the position of Investment Manager with The Sentient Group. She holds a bachelor's degree in Accounting from Guangdong University of Finance & Economics and an MBA from the John Molson Business School of Concordia University. Prior to this, Ms. Zhu spent six years on an audit and systems risk consulting business with Deloitte China and gained her accounting qualification (CICPA) before migrating to Canada in 2004. She is also a CFA charter holder. She is currently CFO of PNR and NAN.

Sharon Taylor, Chief Geophysicist

Ms. Sharon Taylor has over 30 years of experience in mineral exploration, including thirteen years with Falconbridge, Noranda, and Xstrata. She has experience in both volcanogenic massive sulfide and nickel exploration in major mining camps including Kidd Creek, Bathurst, Raglan, Sudbury and Kabanga. Her most recent employment with Continental Nickel included nickel exploration at the St Stephen Project in New Brunswick and the Nachingwea Nickel Project in Tanzania. Ms. Taylor's area of expertise is the application and interpretation of EM data and integrating results from airborne, ground and downhole EM methods. She is currently VP Exploration of PNR and Chief Geophysicist for NAN.

Dr. Peter Lightfoot, Consulting Chief Geologist

Dr. Lightfoot, who in the summer of 2016 published the first comprehensive textbook on the ore deposits of the Sudbury Igneous Complex, enjoyed a distinguished 20-year career as a geologist with Inco and Vale beginning in 1996. He was initially responsible for exploration at Voisey's Bay before being appointed Chief Geologist responsible for technical aspects of exploration programs at Voisey's Bay, Sudbury and Thompson. He received his B.A. in Earth Sciences from Oxford in 1980, his M.Sc. degree from the University of Toronto in 1982, and his Ph.D from the Open University (U.K.) in 1985. Following post-doctoral studies at the University of Toronto, he began a 10-year career with the Ontario Geological Survey in 1987 and worked extensively on the geology and geochemistry of Sudbury and Noril'sk before joining Inco in 1986. He is now an independent consultant to the minerals industry through his company, Lightfoot Geoscience Inc. He is currently a Consulting Chief Geologist to NAN.

Advisors

Bennett Jones LLP is legal counsel to NAN, Blake Cassels & Graydon LLP is legal counsel to the NAN Special Committee, INFOR Financial Inc. is financial advisor to NAN and the NAN Special Committee, Davies Ward Phillips & Vineberg LLP is legal counsel to the PNR Special Committee, Evans & Evans, Inc. is financial advisor to the PNR Special Committee, Timothy Moran of Moran Professional Corporation is legal counsel to PNR and McCarthy Tétrault LLP is legal counsel to the Agents.

About North American Nickel Inc.

North American Nickel is a mineral exploration company with 100% owned properties in Maniitsoq, Greenland and Ontario, Canada. In 2019, NAN became a founding shareholder in PNR to provide direct exposure to Ni-Cu-Co opportunities in the southern African region. Simultaneously, NAN is expanding its area of exploration interest into Morocco.

The Maniitsoq property in Greenland is a Camp scale permitted exploration project comprising 3,048 square km covering numerous high-grade nickel-copper + cobalt sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland Norite Belt (GNB). The >75km-long belt is situated along, and near, the southwest coast of Greenland and is accessible from the existing Seqi deep water port with an all-year-round shipping season and hydroelectric power potential from a quantified watershed.

The Post Creek/Halcyon property in Sudbury is strategically located adjacent to the past producing Podolsky copper-nickel-precious metal sulphide deposit of KGHM International Ltd. The property lies along the extension of the Whistle Offset dyke structure. Such geological structures host major Ni-Cu-PGM deposits and producing mines within the Sudbury Camp.

NAN acquired 100% ownership of property near the southern extent of the Lingman Lake Greenstone Belt in northwest Ontario known as Lingman Nickel and in the Quetico region near Thunder Bay Ontario. The acquisition of these properties is part of NAN's strategy to develop a pipeline of new nickel projects. NAN is evaluating direct and indirect nickel asset acquisition opportunities globally.

About Premium Nickel Resources Corporation

PNR is a Canadian company dedicated to the exploration and development of high-quality nickel-copper-cobalt (Ni-Cu-Co) resources. PNR believes that the medium to long-term demand for these metals will grow through continued global urbanization and the increasing replacement of internal combustion engines with electric motors. Importantly, these metals are key to a low-carbon future.

PNR maintains a skilled team with strong financial, technical and operational expertise to take an asset from discovery to exploration to mining.

PNR has focused its efforts on discovering world class nickel sulphide assets in jurisdictions with rule-of-law that fit a strict criteria that comply with PNR's values and principles which stand up against the highest acceptable industry standards. PNR is committed to governance through transparent accountability and open communication within our team and our stakeholders.

PNR closed its acquisition of the Selebi Mines on January 31, 2022. The Selebi Mines include two shafts and related infrastructure (rail, power and water). Shaft sinking and plant construction started in 1970. Mining concluded in October 2016 when the operations were placed on care and maintenance due to a failure in the separate Phikwe processing facility. The Selebi Mines were subsequently placed under liquidation in 2017.

The proposed work plan for the Selebi Mines includes diamond drilling which is expected to be ongoing for up to 18 months. During that time, additional metallurgical samples will be collected and sent for more detailed studies. The underground infrastructure at Selebi North will be upgraded to support the underground drilling program as well as improve health & safety at Selebi North.

ON BEHALF OF THE BOARD OF DIRECTORS OF NAN

Douglas Ford

Interim Lead Director and Chair of the NAN Special Committee

North American Nickel Inc.

For more information contact:

North American Nickel Inc.

Jaclyn Ruptash

Vice President Corporate Affairs

+1 (604) 770-4334

ON BEHALF OF THE BOARD OF DIRECTORS OF PNR

Sheldon Inwentash

Director and Chair of the PNR Special Committee

Premium Nickel Resources Corporation

For more information contact:

Premium Nickel Resources Corporation

130 Spadina Avenue, Suite 401

Toronto, Ontario, Canada M5V 2L4

info@premiumnickelresources.ca

Forward-looking Statements

Certain statements contained in this news release may be deemed "forward-looking statements" within the meaning of applicable Canadian securities laws. These forward-looking statements, by their nature, require NAN and PNR to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements, including with respect to future production of mines, ability to satisfy or waive on satisfactory terms any conditions to the completion of the RTO (including but not limited to any required regulatory and shareholder approval), timeline to complete the RTO and the NAN Financing (if at all), the anticipated benefits of the RTO, the anticipated use of proceeds of the NAN Financing and PNR Financing, are based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, current information available to the management of NAN and PNR, public disclosure from operators of the relevant mines, as well as other considerations that are believed to be appropriate in the circumstances. NAN and PNR consider their respective assumptions to be reasonable based on information currently available, but cautions the reader that their assumptions regarding future events, many of which are beyond the control of NAN and PNR, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect NAN and PNR, and their respective businesses.

For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning NAN, see the section entitled "Risks and Uncertainties" in the most recent management discussion and analysis of NAN which is filed with the Canadian securities commissions and available electronically under NAN's issuer profile on SEDAR (www.sedar.com). The forward- looking statements set forth herein concerning NAN and PNR reflect management's expectations as at the date of this news release and are subject to change after such date. NAN and PNR disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Exhibit 99.2 

NORTH AMERICAN NICKEL 2500-666 Burrard Street Vancouver, BC V6C 2X8

NORTH AMERICAN NICKEL INC. CLOSES PREVIOUSLY ANNOUNCED "BEST EFFORTS"

PRIVATE PLACEMENT OF $10.1 MILLION OF SUBSCRIPTION RECIEPTS

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia, April 28, 2022 – North American Nickel Inc. (TSXV: NAN) (OTCQB: WSCRF) (the "Company" or "NAN") is pleased to announce that it has closed its previously-announced "best efforts" private placement offering (the "Offering") of 21,118,000 subscription receipts (the "Subscription Receipts") at a price of $0.48 per Subscription Receipt (the "Issue Price"), including the partial exercise of the Agents' option, for total gross proceeds of $10,136,640. Paradigm Capital Inc. acted as lead agent and sole bookrunner of the Offering (the "Lead Agent"), on behalf of a syndicate of agents that included INFOR Financial Inc. (together with the Lead Agent, the "Agents").

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 one common share of the Company, on a one-for one basis, upon satisfaction of the Escrow Release Conditions (as defined below), subject to adjustment in certain events.

The Subscription Receipts and the underlying common shares of the Company that are issuable following the satisfaction of the Escrow Release Conditions will be subject to a statutory hold period expiring four months and one day from the closing date of the Offering (the "Closing Date") in accordance with applicable Canadian securities laws.

Subject to the satisfaction of the Escrow Release Conditions (as defined below), the net proceeds from the Offering will be used to fund exploration and development, working capital and for general corporate purposes.

The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Proposed RTO Transaction

The Company has entered into a definitive amalgamation agreement (the "Amalgamation Agreement") with Premium Nickel Resources Corporation ("PNR"), which provides the terms and conditions upon which PNR will complete a "go-public" transaction by way of a reverse take-over of NAN (the "RTO Transaction") under the policies of the TSX Venture Exchange (the "Exchange"). Pursuant to the Amalgamation Agreement, the RTO Transaction will be completed by way of a triangular amalgamation under the laws of the Province of Ontario involving PNR, the Company and 1000178269 Ontario Inc. a wholly-owned subsidiary of the Company, which will result in the creation of a combined entity that will be a wholly-owned subsidiary the Company. In this news release, references to the "Resulting Issuer" are to the Company after the closing of the RTO Transaction.

Pursuant to the policies of the Exchange, PNR is a "Non-Arm's Length Party" of the Company, due to certain interlocking directors and officers of PNR and the Company. The Company currently holds approximately 8.9% 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 of PNR, on an undiluted basis, for US$10 million, until February 26, 2025 (the "15% Warrant"). In connection with the RTO Transaction, the Company and PNR entered into a waiver and suspension agreement, whereby the Company agreed to suspend its exercise privileges under the 15% Warrant until the later of the 61^st calendar day following the date of the Amalgamation Agreement and the date the Amalgamation Agreement is terminated.

In connection with the proposed RTO Transaction, the Company will be seeking the requisite shareholder and regulatory approvals to, among other things, (i) reconstitute the board of the Resulting Issuer, (ii) change the name and stock ticker symbol of the Resulting Issuer as part of the RTO Transaction to such name and ticker symbol as may be requested by PNR, acting reasonably, and (iii) consolidate the common shares of the Resulting Issuer on the basis of one post-consolidation common share of the Company for each five pre-consolidation common shares of the Company.

The gross proceeds of the Offering, less 100% of the expenses of the Agents payable by the Company pursuant to the terms of the agency agreement dated April 28, 2022 among the Company, PNR and the Agents, but including the cash commission of the Agents, was delivered to and will be held by Computershare Trust Company of Canada (the "Escrow Agent") and invested in an interest bearing account (the "Escrowed Funds") pursuant to the terms and conditions of the subscription receipt agreement dated as of April 28, 2022 among the Company, the Lead Agent (on behalf of the Agents) and the Escrow Agent. The Escrowed Funds 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 (as defined below).

If: (i) the Escrow Release Conditions are not satisfied or waived (as applicable) on or before 5:00 p.m. (Toronto time) on that date which is 120 days following the Closing Date (the "Escrow Release Deadline"); (ii) the Amalgamation Agreement has been terminated in accordance with its terms; or (iii) prior to the Escrow Release Deadline, the Company advises the Agents and the Escrow Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions (each such event, a "Termination Event"), the Escrowed Funds (plus any interest accrued thereon) shall be returned to the holders of the Subscription Receipts on a pro rata basis and the Subscription Receipts will be cancelled without any further action on the part of the holders. To the extent that the Escrowed Funds are not sufficient to refund the aggregate Issue Price paid by the holders of the Subscription Receipts, the Company shall be responsible and liable to contribute such amounts as are necessary to satisfy any shortfall.

For the purposes hereof, "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:

About North American Nickel

North American Nickel is a mineral exploration company with 100% owned properties in Maniitsoq, Greenland and Ontario, Canada. In 2019, NAN became a founding shareholder in PNR to provide direct exposure to Ni-Cu-Co opportunities in the southern African region. Simultaneously, NAN is expanding its area of exploration interest into Morocco.

The Maniitsoq property in Greenland is a Camp scale permitted exploration project comprising 3,048 square km covering numerous high-grade nickel-copper + cobalt sulphide occurrences associated with norite and other mafic-ultramafic intrusions of the Greenland Norite Belt (GNB). The >75km-long belt is situated along, and near, the southwest coast of Greenland and is accessible from the existing Seqi deep water port with an all-year-round shipping season and hydroelectric power potential from a quantified watershed.

The Post Creek/Halcyon property in Sudbury is strategically located adjacent to the past producing Podolsky copper-nickel-precious metal sulphide deposit of KGHM International Ltd. The property lies along the extension of the Whistle Offset dyke structure. Such geological structures host major Ni-Cu-PGM deposits and producing mines within the Sudbury Camp.

NAN acquired 100% ownership of property near the southern extent of the Lingman Lake Greenstone Belt in northwest Ontario known as Lingman Nickel and in the Quetico region near Thunder Bay Ontario. The acquisition of these properties is part of NAN's strategy to develop a pipeline of new nickel projects. NAN is evaluating direct and indirect nickel asset acquisition opportunities globally.

About Premium Nickel Resources Corporation

PNR is a Canadian company dedicated to the exploration and development of high-quality nickel-copper-cobalt (Ni-Cu-Co) resources. PNR believes that the medium to long-term demand for these metals will grow through continued global urbanization and the increasing replacement of internal combustion engines with electric motors. Importantly, these metals are key to a low-carbon future.

PNR maintains a skilled team with strong financial, technical and operational expertise to take an asset from discovery to exploration to mining.

PNR has focused its efforts on discovering world class nickel sulphide assets in jurisdictions with rule-of-law that fit a strict criteria that comply with PNR's values and principles which stand up against the highest acceptable industry standards. PNR is committed to governance through transparent accountability and open communication within our team and our stakeholders.

PNR closed its acquisition of the Selebi and Selebi North nickel-copper-cobalt mines (the "Selebi Mines") on January 31, 2022. The Selebi Mines include two shafts and related infrastructure (rail, power and water). Shaft sinking and plant construction started in 1970. Mining concluded in October 2016 when the operations were placed on care and maintenance due to a failure in the separate Phikwe processing facility. The Selebi Mines were subsequently placed under liquidation in 2017.

The proposed work plan for the Selebi Mines includes diamond drilling which is expected to be ongoing for up to 18 months. During that time, additional metallurgical samples will be collected and sent for more detailed studies. The underground infrastructure at Selebi North will be upgraded to support the underground drilling program as well as improve health & safety at Selebi North.

ON BEHALF OF THE BOARD OF DIRECTORS

Keith Morrison
Chief Executive Officer
North American Nickel Inc.

For more information contact:

North American Nickel Inc.
Jaclyn Ruptash
Vice President Corporate Affairs
+1 (604) 770-4334

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain "forward-looking statements" and "forward-looking information" under applicable Canadian securities legislation concerning the business, operations and financial performance and condition of the Company. Forward-looking statements and forward-looking information include, but is not limited to, statements about the future prospects of any assets or properties of the Company, the ability of the Company to successfully complete due diligence, the ability of the Company to successfully complete the RTO Transaction, the ability of the Company to access capital, any spending commitments, the success of exploration activities, the future economics of minerals including nickel and copper, the benefits of the development potential of the properties of the Company, the benefits of drilling and advancement of projects. Forward-looking information is necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors, which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward-looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. Statements concerning mineral reserve and resource estimates may also be deemed to constitute forward-looking statements to the extent they involve estimates of the mineralization that will be encountered if the property is developed.

Neither Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.

Exhibit 99.3

Execution Version

BETWEEN

NORTH AMERICAN NICKEL INC.

- AND -

1000178269 ONTARIO INC.

- AND –

PREMIUM NICKEL RESOURCES CORPORATION

APRIL 25, 2022

TABLE OF CONTENTS

AMALGAMATION AGREEMENT

THIS AGREEMENT is made effective as of April 25, 2022.

AMONG:

NORTH AMERICAN NICKEL INC., a company existing under the laws of the Province of British Columbia

("NAN")

- and -

1000178269 ONTARIO INC., a corporation existing under the laws of the Province of Ontario

("NAN Subco")

- and -

PREMIUM NICKEL RESOURCES CORPORATION, a corporation existing under the laws of the Province of Ontario

("PNR")

WHEREAS:

THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties (as defined herein) hereby agree as follows:

Article 1
Interpretation and Construction

In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following words and terms shall have the indicated meanings, and grammatical variations of such words and terms shall have corresponding meanings:

provided, however, that if any change, event, occurrence, or effect referred to in clauses (i) through to and including (v) above has a disproportionate effect on the affected Party relative to other comparable companies and entities operating in the industry in which the Party operates, such effect may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred;

In this Agreement, unless there is something in the context or subject matter inconsistent therewith:

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day that is a Business Day.

The following appendices are hereby incorporated in and form part of this Agreement:

Article 2
THE AMALGAMATION

The Parties agree that the Amalgamating Companies shall amalgamate under Section 174 of the OBCA effective as of the Effective Time and shall continue as one corporation on the terms and conditions set out in this Agreement. The Parties shall determine the Effective Date by mutual agreement, it being the intent of the Parties that the Amalgamation shall not occur unless, and the Articles of Amalgamation shall not be filed with the Director unless and until, the delivery and release of documents pursuant to Article 4 shall have occurred (the "Closing").

Each of the Parties agrees to act in good faith and use all commercially reasonable efforts to take and do, or cause to be taken and done, all acts and other things necessary, proper or advisable to obtain all necessary approvals to complete the Amalgamation and the other transactions contemplated hereby in accordance with the terms and conditions hereof and applicable laws, and to cooperate with each other in connection therewith.

Effective as of the Effective Time, the Amalgamating Companies shall amalgamate to form Amalco and shall continue as one corporation under the OBCA with the effect set out in Section 179 of the OBCA. For greater certainty, upon the Amalgamation becoming effective, the following shall occur and shall be deemed to occur, without any further act or formality:

Pursuant to the Amalgamation, the issued and outstanding NAN Subco Shares and PNR Shares, and the outstanding rights to acquire such shares, immediately prior to the Effective Time shall, at the Effective Time, be exchanged or cancelled as follows:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY (i) RULE 144 THEREUNDER, IF AVAILABLE, OR (ii) RULE 144A THEREUNDER, IF AVAILABLE, AND, IN EACH CASE, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES, OR (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS; PROVIDED IN THE CASE OF AN OFFER, SALE, PLEDGE OR OTHER TRANSFER PURSUANT TO (C)(i) OR (D), THE HOLDER SHALL HAVE PROVIDED TO THE COMPANY AND THE TRANSFER AGENT AN OPINION OF COUNSEL TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, WHICH OPINION AND COUNSEL MUST BE SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE".

No fractional Resulting Issuer Shares will be issued pursuant to the Amalgamation or any exercise of Resulting Issuer Replacement Options. Following the Effective Time:

Upon the Amalgamation and the issuance of shares contemplated by Sections 2.3(c), 2.3(d) and 2.3(e):

The Parties acknowledge and agree that the securities of the Resulting Issuer issued pursuant to the terms and conditions provided herein will be subject to compliance with Applicable Securities Laws. In particular, PNR acknowledges and agrees that, in accordance with the policies of the Exchange, Resulting Issuer Shares and Resulting Issuer Replacement Options issued to certain holders of PNR Shares and PNR Options may be subject to escrow and/or seed share resale restrictions under the policies of the Exchange and Applicable Securities Laws. PNR shall use commercially reasonable efforts to arrange for each former PNR securityholder who is required to deposit securities of the Resulting Issuer issued pursuant to Section 2.3 in escrow in accordance with the policies of the Exchange, to enter into and deliver to the escrow agent for filing with the Exchange a TSXV Escrow Agreement in respect of their Resulting Issuer securities.

The Parties acknowledge and agree that the Resulting Issuer Shares and Resulting Issuer Replacement Options have not been and will not be registered under the 1933 Act or any state securities laws, and any Resulting Issuer Shares and Resulting Issuer Replacement Options to be issued to a U.S. Person or a person in the United States in connection with the Amalgamation will be "restricted securities" within the meaning of Rule 144 under the 1933 Act.

Registered PNR Shareholders entitled to vote at the PNR Shareholder Meeting will be entitled to exercise Dissent Rights with respect to their PNR Shares in connection with the Amalgamation pursuant to and in the manner set forth in the OBCA. PNR shall give NAN notice of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such Dissent Rights and received by PNR, and shall provide NAN with copies of such notices and written objections. PNR Shares which are held by a Dissenting PNR Shareholder shall not be exchanged for Resulting Issuer Shares pursuant to the Amalgamation. However, if a Dissenting PNR Shareholder fails to perfect or effectively withdraws their claim under the OBCA, or forfeits their right to make a claim under the OBCA, or if such Dissenting PNR Shareholder's rights as a PNR Shareholder are otherwise reinstated, such PNR Shareholder's PNR Shares shall thereupon be deemed to have been exchanged for Resulting Issuer Shares as of the Effective Time as prescribed herein.

NAN, being the sole shareholder of NAN Subco and having full notice and knowledge of the Dissent Rights and the details of the Amalgamation, hereby waives its Dissent Rights in respect of the Amalgamation.

At the Effective Time, and thereafter subject to such changes as may be properly effected under the OBCA and the Articles of Amalgamation, as the case may be:

Article 3
Conditions Precedent to the Amalgamation

Each Party's obligation to satisfy their respective covenants herein and consummate the Amalgamation and other transactions contemplated hereby is subject to the satisfaction, on or before the Effective Date (or such other time as may be specifically indicated), of the following conditions, any of which may be waived by mutual consent of the Parties subject to the satisfaction of, or in absence of, such further conditions with respect to the giving of such waiver, and without prejudice to their rights to rely on one or more other conditions precedent:

The obligation of NAN and NAN Subco to satisfy their respective covenants herein and consummate the Amalgamation and other transactions contemplated hereby is subject to the satisfaction, on or before the Effective Date (or such other time as may be specifically indicated), of the following conditions, all of which are for the benefit of NAN and NAN Subco and any of which may be waived by NAN and NAN Subco subject to the satisfaction of, or in absence of, such further conditions with respect to the giving of such waiver, without prejudice to their rights to rely on one or more other conditions precedent:

The obligation of PNR to satisfy its covenants herein and consummate the Amalgamation and other transactions contemplated hereby is subject to the satisfaction, on or before the Effective Date (or such other time as may be specifically indicated), of the following conditions, all of which are for the benefit of PNR and any of which may be waived by PNR subject to the satisfaction of, or in absence of, such further conditions with respect to the giving of such waiver, without prejudice to its rights to rely on one or more other conditions precedent:

Article 4
CLOSING

Subject to the satisfaction or waiver by the applicable Party of the conditions in favour of each Party set out in Article 3, the Closing shall take place on the Effective Date, beginning at 8:30 a.m. (Toronto time), or as soon as reasonably practicable thereafter, on such date and at such place as NAN and PNR may mutually agree.

For the avoidance of doubt, the filing of the Articles of Amalgamation shall not occur until after the Closing has occurred. Forthwith upon the Closing, the Amalgamating Companies shall jointly file with the Director the Articles of Amalgamation, in duplicate, and such other documents as may be required to give effect to the Amalgamation. The Amalgamation shall become effective at the Effective Time.

At the Closing, NAN and NAN Subco shall deliver to PNR:

At the Closing, PNR shall deliver to NAN and NAN Subco:

Article 5
TERMINATION

This Agreement may be terminated, at any time prior to the Effective Time, by the mutual consent of the Parties in writing or, in the following circumstances, by written notice given by the terminating Party to the other Parties hereto:

and in such event, each Party hereto shall be released from all obligations under this Agreement without liability, provided that such release without liability shall not apply if such termination is a result of the Party's failure to perform, satisfy or observe in good faith its obligations to be performed, satisfied or observed hereunder.

Notwithstanding Section 5.1, each Party's right of termination under this Article 5 is in addition to, and not in derogation of or limitation to, any other rights, claims, causes of action or other remedy that such Party may have under this Agreement or otherwise at law with respect to any misrepresentation or breach of covenant or indemnity contained herein.

Article 6
Conduct Prior to Closing

From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, and except as expressly permitted or specifically contemplated by this Agreement, which shall be deemed to include the acquisition of the Botswanan Assets and the Contribution, except with the prior written consent of the other Parties hereto, such consent not to be unreasonably conditioned, withheld or delayed, and in each case subject to applicable laws:

For greater clarity, transactions outside the ordinary course include, but are not limited to: dividends or other distributions to shareholders (other than ordinary course compensation for services); the issuance of equity or voting securities or securities convertible into equity or voting securities, other than in connection with the exercise of options or warrants outstanding on the date of this Agreement or in accordance with NAN's equity-based compensation plans consistent with past practices, or entering into any agreement with respect to the issuance of such securities; changing the number of issued and outstanding securities by means of a stock split or consolidation (other than the Consolidation, if applicable); entering into any employment or other agreement that contains a "change of control", severance, or similar provision that provides for a payment, or acceleration or modification of any rights or obligations, upon, or following, a termination or a change of control of NAN; payment to suppliers or collection of accounts receivable in a manner inconsistent with past practices; factoring of accounts receivable; and related-party transactions inconsistent with past practice.

Notwithstanding the foregoing, each Party shall forthwith disclose to the other Party any material updates or facts that materially affect, or would reasonably be expected to materially affect, the ability of such Party to consummate the Amalgamation or any other matter contemplated under this Agreement. Furthermore, nothing herein contained shall be interpreted as limiting the directors of any Party from performing their fiduciary duties as directors under applicable law.

From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, each Party hereto shall give to the other Parties and its respective representatives, upon reasonable written notice, full access during normal business hours to all directors, officers, employees, consultants, properties, assets, contracts, books, accounts, records and other information, data and documents pertaining to the Party and its business, affairs, operations, properties, assets, liabilities and financial condition ("Confidential Information"), so long as such access shall not materially interfere with the normal business operations of the Party.

Upon the termination of this Agreement for any reason, any Party in receipt of Confidential Information shall promptly return same to the originating Party together with any copies thereof and any other information, data and documents in any form produced, made or derived therefrom.

Confidential Information that is given to a Party or to which a Party receives access in accordance herewith shall be used solely for the purpose of completing the Amalgamation and shall be treated on a strictly confidential basis, except any such information, data and documents which has been previously or has become generally disclosed to the public other than through a breach of this confidentiality provision, or that is required to be disclosed by a court of competent jurisdiction. The Parties agree to restrict access to Confidential Information on a need to know basis and to take all appropriate steps to safeguard against the accidental disclosure or improper use of Confidential Information.

All public announcements regarding this Agreement or the Amalgamation shall be subject to review and reasonable consultation of all Parties hereto as to form, content and timing, before public disclosure, always provided that a Party shall be entitled to make such public announcement if required by applicable law or regulatory requirements to immediately do so and it has taken reasonable efforts to comply herewith.

NAN undertakes to vote its PNR Shares in favour of the Amalgamation at the PNR Shareholder Meeting.

Article 7
Representations and Warranties

Each of NAN and NAN Subco jointly and severally represents and warrants to PNR as follows, and acknowledges and confirms that PNR is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement:

Organization

Authorization and Approvals

Conduct of Business

Assets and Liabilities

Financial Statements

No Material Adverse Effect

Share Capital

Securities Matters

Litigation

nor is NAN or NAN Subco aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success;

Labour and Employment

Books and Records

Tax Matters

U.S. Securities Law Matters

Environmental Laws

For the avoidance of doubt, references to properties in which NAN holds an interest in Subsections (nn) and (oo) of this Section 7.1 shall not include the Selebi Project or the Selkirk Mine.

The representations and warranties contained in Subsections (a), (b), (c), (d), (o) and (p) of this Section 7.1 are collectively referred to herein as the "NAN Fundamental Representations".

The representations and warranties contained in this Section 7.1 shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. Any investigation by PNR and its advisors shall not mitigate, diminish or affect the representations and warranties of NAN and NAN Subco contained in this Agreement.

PNR represents and warrants to each of NAN and NAN Subco as follows, and acknowledges and confirms that NAN and NAN Subco are relying upon such representations and warranties in connection with the transactions contemplated by this Agreement:

Organization

Authorization and Approvals

Conduct of Business

Assets and Liabilities

Share Capital

Securities Matters

Litigation Matters

Books and Records

Tax Matters

U.S. Securities Law Matters

Environmental Laws

The representations and warranties contained in Subsections (a),(b), (c), (d), (n) and (o) of this Section 7.2 are collectively referred to herein as the "PNR Fundamental Representations".

The representations and warranties contained in this Section 7.2 shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished at the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. Any investigation by NAN and NAN Subco and any of their advisors shall not mitigate, diminish or affect the representations and warranties of PNR contained in this Agreement.

Article 8
ADDITIONAL AGREEMENTS

If, at any time after the execution of this Agreement and prior to the termination of this Agreement pursuant to Article 5 (provided there is no material breach or non-performance by PNR of a material provision of this Agreement which would otherwise have entitled NAN to terminate this Agreement), NAN accepts, recommends, approves or enters into, or proposes publicly to accept, recommend, approve or enter into, any agreement with any person to implement a Superior Proposal (the "Non-Completion Payment Event"), then NAN shall pay to PNR $1,900,000 as liquidated damages (the "Non-Completion Fee") in immediately available funds to an account designated by PNR within one Business Day after the occurrence of the Non-Completion Payment Event.

Following a Non-Completion Payment Event, but prior to payment of the Non-Completion Fee, NAN shall be deemed to hold such payment in trust for PNR. NAN shall only be obligated to pay the Non-Completion Fee once pursuant to this Section 8.2.

The Parties acknowledge and agree that the amounts set out in this Section 8.2 are payments in consideration for the disposition of the rights of the Party entitled to receive such payments under this Section 8.2 and that the amounts set out in this Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages which PNR will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. NAN hereby irrevocably waives any right it may have to raise as a defence that such liquidated damages are excessive or punitive. The Parties agree that any payment made pursuant to this Section 8.2 is the sole monetary remedy and shall be in full satisfaction of all rights and remedies available to PNR in respect of any prior breach of this Agreement by NAN or NAN Subco; provided, however, that nothing herein shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any of such act, covenant or agreement, without the necessity of posting bond or security in connection therewith.

Article 9
General

The Parties hereto acknowledge and agree that each Party shall be responsible for its own costs, whether or not the transactions contemplated herein are completed, including, but not limited to, the fees of its legal and financial advisors, regulatory fees and applicable taxes, as well as any fees, disbursements and charges incurred with respect to its due diligence investigations and the preparation of this Agreement and any other documents, certificates and opinions required for the Closing or otherwise required in connection herewith.

Each notice, demand or other communication required or permitted to be given hereunder shall be effective if by email, in writing and delivered personally, or sent by prepaid mail as follows:

North American Nickel Inc.
2500 – 666 Burrard Street
Vancouver, British Columbia, V6C 2X8

with a copy (which shall not constitute notice) to:

Bennett Jones LLP
3400 One First Canadian Place, P.O. Box 130
Toronto, Ontario, M5X 1A4

Premium Nickel Resources Corporation
130 Spadina Avenue, Suite 401
Toronto, Ontario, M5V 2L4

with a copy (which shall not constitute notice) to:

Moran Professional Corporation
[Redacted Personal Information]

and any notice, demand or other communication given as aforesaid shall be deemed to be received on the date of email, or personal delivery if delivered or transmitted during normal business hours (and on the first Business Day thereafter if delivered or transmitted after normal business hours), and the third Business Day after mailing if sent by prepaid mail, excluding all days when normal mail service is interrupted. Any Party may from time to time change its address of service by notice to the other Parties in accordance herewith.

This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, whether oral or written, existing between the Parties with respect to the subject matter hereof, including the letter of intent entered into between NAN and PNR dated effective February 16, 2022.

The Parties shall from time to time promptly execute or cause to be executed all such deeds, conveyances and other documents and instruments and do or cause to be done all such acts and other things which may be necessary or advisable to fully carry out and give effect to the intent of and matters contained in this Agreement, including, for the avoidance of doubt, the exchange of PNR Options for Resulting Issuer Replacement Options in order that the provisions of subsection 7(1.4) of the Tax Act apply to such exchange.

This Agreement may only be amended by instrument in writing signed by the Parties hereto, without further notice to, or consent or approval by, their respective shareholders unless strictly required by applicable law.

Any waiver or consent hereunder must be in writing and signed by the Party giving the waiver or consent. No waiver or consent hereunder shall be construed or deemed to be a waiver or consent with respect to any other provision hereof, or to be a continuous waiver or consent, unless so expressly provided for.

If any provision or part thereof of this Agreement is declared by a court or other judicial or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part thereof shall be severed from this Agreement and the remaining provisions of part thereof of this Agreement shall continue in full force and effect and unaffected thereby.

This Agreement is personal in nature and may not be assigned in whole or in part without the express written consent of the other Parties hereto. This Agreement shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties hereto acknowledge and agree that the courts of Ontario shall have exclusive jurisdiction with respect to any dispute or other matter arising hereunder.

Time shall be of the essence hereof.

This Agreement may be signed and delivered in two or more counterparts and by electronic transmission, and, when taken together, such counterparts and facsimiles shall be deemed to constitute one and the same and an originally executed instrument having effect from the date first above written notwithstanding the date of execution and delivery.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

[Signature page to Amalgamation Agreement]

Appendix "A"

FORM OF NAN SUPPORT AGREEMENT

See attached.

PREMIUM NICKEL RESOURCES CORPORATION

Dear: ■

Re:      Support of Reverse Take-Over of North American Nickel Inc. (“NAN”)

We are reaching out to you as a significant shareholder of NAN in connection with a potential transaction with NAN, which would result in the reverse takeover of NAN (the “RTO Transaction”) by Premium Nickel Resources Corporation (“PNR”, “we” or “us”), as described in NAN’s news release dated February 17, 2022.

We understand that you own or control, directly or indirectly, ■ common shares of NAN and, as such, we are seeking your continued support of NAN in respect of the RTO Transaction. The terms of the RTO Transaction are more particularly described in the definitive amalgamation agreement to be entered into between PNR, NAN and a wholly-owned subsidiary of NAN (“NAN Subco”) setting out the terms of the RTO Transaction (“Definitive Agreement”), a copy of which has been provided to you.

By signing this agreement and supporting NAN in the RTO Transaction, you agree until the earlier of (i) the date on which the Definitive Agreement is terminated in accordance with its terms, and (ii) the date on which the RTO Transaction is consummated: (a) not to option, offer, sell, assign, transfer, exchange, dispose of, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any common shares of NAN (“NAN Shares”) you beneficially own or exercise control or direction over, including the NAN Shares set out above your name on the acceptance page, and any other securities of NAN acquired by or issued to you after the date hereof (collectively, the “Subject Shares”), if any, or any right or interest therein (legal or equitable), to any person or group or agree to do any of the foregoing, without our prior written consent; (b) not to solicit, initiate, facilitate (including, for certainty, by way of furnishing information in respect of NAN), promote or encourage proposals or offers from, or entertain, enter into or continue discussions or negotiations with, or otherwise cooperate in any way with, directly or indirectly, or enter into any agreement, arrangement or understanding with, any person other than us relating to the Subject Shares or any merger, sale of substantial assets, reorganization, business combination, sale or purchase of shares or similar transaction involving NAN (an “Alternative Proposal”) and, if applicable, not permit any of your officers, directors, employees, agents, affiliates or representatives to do likewise on your behalf; (c) to immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Alternative Proposal; (d) not to initiate, propose, assist or participate in any activity which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, RTO Transaction or otherwise cooperate in anyway with any effort or attempt by an other person or group to do or seek to do any of the foregoing; and (e) to vote against any proposal submitted to the shareholders of NAN involving any person other than us concerning any merger, sale of substantial assets, reorganization, business combination, sale or purchase of shares or similar transaction involving NAN which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, RTO Transaction.

You further agree that you will:

Other than in accordance with applicable laws or rules of stock exchanges you will not make any public disclosure or announcement of or pertaining to this agreement or any potential transaction without PNR’s prior written consent, which is not to be unreasonably withheld or delayed. In the case of any disclosure or announcement required by laws or stock exchange rules you agree to use commercially reasonable efforts to provide us with reasonable notice of the making of such disclosure or announcement.

Each of us confirms to each other that we are authorized to execute and deliver this letter and this letter will be a valid and binding agreement, enforceable against each other in accordance with its terms. You further confirm that you own or exercise control or direction over the number of NAN Shares and number of securities convertible into NAN Shares set out above your name on the acceptance page, you do not own, directly or indirectly, or exercise control or direction over any other shares of NAN or any other securities convertible into shares of NAN and you do not have any agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition of additional shares of NAN or securities convertible into shares of NAN. You have the sole right to vote all of the Subject Shares, are the beneficial owner of, or exercise control and direction over, all of the Subject Shares and have the authority to accept this letter and carry out the transactions contemplated hereby. You further confirm that no individual or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, including any right to vote, except PNR pursuant to this Agreement. Thank you again for your continued support of NAN as we look forward to the completion of the RTO Transaction.

[Remainder of page intentionally left blank. Signature pages follow.]

lf the foregoing correctly sets forth our understanding, please indicate your acceptance thereof by signing and returning the enclosed duplicate of this agreement.

Accepted and agreed to this ______ day of April, 2022.

Number of common shares of NAN owned or controlled by you: ____________.

Number and type of securities convertible into common shares of NAN owned or controlled by you (if none write “N/A”):

[If shareholder is an individual, please use the following signature block:]

Shareholder Name:

[If shareholder is a corporate entity, please use the following signature block:]

■

I have authority to bind the company

Appendix "B"

FORM OF PNR SUPPORT AGREEMENT

See attached.

NORTH AMERICAN NICKEL INC.

Dear ■:

Re:      Support of Reverse Take-Over by Premium Nickel Resources Corporation ("PNR") of North American Nickel Inc. (“NAN”, "we or "us")

We understand that you own or control, directly or indirectly, ■ common shares of PNR. We are devoting significant resources to evaluating a potential transaction with PNR, which would result in the reverse takeover of NAN (the “RTO Transaction”) by PNR, pursuant to which, among other things, each common share of PNR ("PNR Shares") outstanding immediately prior to closing of the RTO Transaction (other than PNR Shares held by NAN) will be exchanged for 5.27 common shares of NAN. The terms of the RTO Transaction are more particularly described in the definitive amalgamation agreement to be entered into between NAN, PNR and 1000178269 Ontario Inc. (“NAN Subco”), a wholly-owned subsidiary of NAN, setting out the terms of the RTO Transaction (“Definitive Agreement”), a copy of which has been provided to you. We will only enter into a Definitive Agreement with PNR and NAN Subco in respect of the RTO Transaction if you agree to support such transaction.

You agree until the earlier of (i) the date on which the Definitive Agreement is terminated in accordance with its terms, and (ii) the date on which the RTO Transaction is consummated: (a) not to option, offer, sell, assign, transfer, exchange, dispose of, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any PNR Shares you beneficially own or exercise control or direction over, including the PNR Shares set out above your name on the acceptance page, and any other securities of PNR acquired by or issued to you after the date hereof (collectively, the “Subject Shares”), if any, or any right or interest therein (legal or equitable), to any person or group or agree to do any of the foregoing, without our prior written consent, except pursuant to the RTO Transaction; (b) not to solicit, initiate, facilitate (including, for certainty, by way of furnishing information in respect of PNR), promote or encourage proposals or offers from, or entertain, enter into or continue discussions or negotiations with, or otherwise cooperate in any way with, directly or indirectly, or enter into any agreement, arrangement or understanding with, any person other than us or NAN Subco relating to the Subject Shares or any merger, sale of substantial assets, reorganization, business combination, sale or purchase of shares or similar transaction involving PNR (an “Alternative Proposal”) and, if applicable, not permit any of your officers, directors, employees, agents, affiliates or representatives to do likewise on your behalf; to immediately cease and cause to be terminated all existing discussions and negotiations, if any, with any person or group or any agent or representative of any person or group conducted before the date of this Agreement with respect to any Alternative Proposal; (d) not to initiate, propose, assist or participate in any activity which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, RTO Transaction or otherwise cooperate in anyway with any effort or attempt by an other person or group to do or seek to do any of the foregoing; and (e) to vote against any proposal submitted to the shareholders of PNR involving any person other than us or NAN Subco concerning any merger, sale of substantial assets, reorganization, business combination, sale or purchase of shares or similar transaction involving PNR which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, RTO Transaction.

You further agree that you will:

Other than in accordance with applicable laws you will not make any public disclosure or announcement of or pertaining to this agreement or any potential transaction without NAN's prior written consent, which is not to be unreasonably withheld or delayed. In the case of any disclosure or announcement required by laws you agree to use commercially reasonable efforts to provide us with reasonable notice of the making of such disclosure or announcement.

Each of us confirms to each other that we are authorized to execute and deliver this letter and this letter will be a valid and binding agreement, enforceable against each other in accordance with its terms. You further confirm that you own or exercise control or direction over the number of PNR Shares and number of securities convertible into PNR Shares set out above your name on the acceptance page, you do not own, directly or indirectly, or exercise control or direction over any other shares of PNR or any other securities convertible into shares of PNR and you do not have any agreement or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition of additional shares of PNR or securities convertible into shares of PNR, other than pursuant to the PNR Shareholder Agreement. You have the sole right to vote all of the Subject Shares, are the beneficial owner of, or exercise control and direction over, all of the Subject Shares and have the authority to accept this letter and carry out the transactions contemplated hereby. You further confirm that no individual or entity has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, including any right to vote, except NAN pursuant to this Agreement, NAN Subco pursuant to the Definitive Agreement or pursuant to the PNR Shareholder Agreement.

[Remainder of page intentionally left blank. Signature pages follow.]

lf the foregoing correctly sets forth our understanding, please indicate your acceptance thereof by signing and returning the enclosed duplicate of this agreement.

Accepted and agreed to this ______ day of April, 2022.

Number of common shares of NAN owned or controlled by you: ____________.

Number and type of securities convertible into common shares of NAN owned or controlled by you (if none write “N/A”):

[If shareholder is an individual, please use the following signature block:]

Shareholder Name:

[If shareholder is a corporate entity, please use the following signature block:]

■

I have authority to bind the company

Appendix "C"

DESCRIPTION OF SHARE CAPITAL

to the Amalgamation Agreement made effective as of April 25, 2022 among
North American Nickel Inc., 1000178269 Ontario Inc. and Premium Nickel Resources Corporation

The authorized capital of NAN consists of an unlimited number of common shares without par value and 100,000,000 Series 1 convertible preferred shares without par value.

As at the date of this Agreement, the following securities of NAN are issued and outstanding:

Notes:

The authorized capital of NAN Subco consists of an unlimited number of common shares without par value.

As at the date of this Agreement, the following securities of NAN Subco are issued and outstanding:

The authorized capital of PNR consists of an unlimited number of common shares without par value.

Notes:

Exhibit 99.4

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

and

MANAGEMENT INFORMATION CIRCULAR

DATED AS OF MAY 16, 2022

for the

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

of

NORTH AMERICAN NICKEL INC.

to be held on

JUNE 23, 2022

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon

the merits of the reverse takeover described in this management information circular.

NORTH AMERICAN NICKEL INC.
Suite 2500, 666 Burrard Street

Vancouver, BC, V6C 2X8

Phone: (604) 770-4334

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general and special meeting (the "Meeting") of shareholders ("NAN Shareholders") of North American Nickel Inc. ("NAN" or the "Company") will be held at the offices of Bennett Jones LLP located at 100 King Street West, Suite 3400, Toronto, Ontario, M5X 1A4, Canada, on Thursday, June 23, 2022, at 10:00 a.m. (Toronto time), for the following purposes:

all as more particularly described in the accompanying management information circular dated May 16, 2022, (the "Information Circular");

In light of potential concerns regarding the spread of the coronavirus (COVID-19) and in order to protect the health and safety of shareholders, employees, other stakeholders and the community, NAN Shareholders are encouraged to vote on the matters before the Meeting by proxy and to listen to the Meeting, but not participate, by dialing in to the Company's conference line at: 1-888-433-2192 (Canada and United States Toll Free) or 1-778-945-1044 (International), followed by Conference ID 393 7160. NAN Shareholders are encouraged not to attend the Meeting in person, particularly if they are experiencing any of the described COVID-19 symptoms. As always, the Company encourages NAN Shareholders to vote their shares prior to the Meeting by following the voting instructions in the accompanying Information Circular.

The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 outbreak. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

The accompanying Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice of Meeting. The full text of the Resolutions is attached as Appendix "A" – Resolutions to be Approved at the Meeting to this Information Circular.

The Board unanimously recommends that NAN Shareholders vote "FOR" the Resolutions.

The record date for the determination of NAN Shareholders entitled to receive notice of and to vote at the meeting is the close of business on May 16, 2022 (the "Record Date"). Only NAN Shareholders whose names have been entered in the register of NAN Shareholders as of the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

Each NAN Share entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting.

A NAN Shareholder may attend the Meeting in person or may be represented by proxy. NAN Shareholders who are unable to be present at the Meeting are requested to complete, date, sign and return, in the envelope provided for that purpose, the accompanying form of proxy (the "Proxy") for use at the Meeting or any adjournment thereof. To be effective, the Proxy must be received by our transfer agent, Computershare Investor Services Inc. (Attention: Proxy Department, by mail: 100 University Avenue, 8^th Floor, Toronto, Ontario, Canada, M5J 2Y1), by no later than 10:00 a.m. (Toronto time) on Tuesday, June 21, 2022, or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time to which the Meeting may be adjourned. Notwithstanding the foregoing, the Chair of the Meeting has the discretion to accept proxies received after such deadline. NAN Shareholders may use the Internet (www.investorvote.com) or the telephone (1-866-732-VOTE (8683)) to transmit voting instructions on or before the date and time noted above, and may also use the Internet to appoint a proxyholder to attend and vote on behalf of the NAN Shareholder at the Meeting. For information regarding voting or appointing a proxy, see the form of Proxy for NAN Shareholders and/or the section entitled "Proxy Related Information" in the accompanying Information Circular.

Registered NAN Shareholders who validly dissent in respect of the Continuance Resolution will be entitled to be paid the fair value of their NAN Shares. A NAN Shareholder's right to dissent is described in the Information Circular. Failure to strictly comply with the dissent procedures set forth Sections 237 to 247 of the BCBCA in the case of the Continuance Resolution, will result in the loss of any dissent right. Please see Appendix "E" – Dissent Rights Under Business Corporations Act (British Columbia) to the accompanying Information Circular.

If a NAN Shareholder received more than one Proxy because such holder owns NAN Shares registered in different names or addresses, each form of Proxy should be completed and returned.

If you are a non-registered holder of NAN Shares and have received these materials through your broker, custodian, nominee or other intermediary, please complete and return the Proxy or voting instruction form provided to you by your broker, custodian, nominee or other intermediary in accordance with the instructions provided therein.

The Proxy confers discretionary authority with respect to: (i) amendments or variations to the matters of business to be considered at the Meeting; and (ii) other matters that may properly come before the Meeting. As of the date hereof, management of NAN knows of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting. NAN Shareholders who are planning on returning the accompanying Proxy are encouraged to review the Information Circular carefully before submitting the Proxy.

A copy of the Information Circular, the form of Proxy or voting instruction form (as applicable) and a financial statement request form accompany this Notice of Meeting.

Dated at the City of Vancouver, in the Province of British Columbia, this 16^th day of May, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) "Keith Morrison"

TABLE OF CONTENTS

GENERAL INFORMATION

All capitalized terms used in this Information Circular (including the Appendices, unless otherwise stated) but not otherwise defined herein have the meanings set forth under "Glossary". Information contained in this Information Circular is given as of May 16, 2022, unless otherwise specifically stated.

PROXY RELATED INFORMATION

Solicitation of Proxies

This Information Circular is provided in connection with the solicitation of proxies by the management of NAN for use at the annual general and special meeting of the NAN Shareholders to be held on June 23, 2022, at the time and place and for the purposes set out in the accompanying Notice of Meeting and at any adjournment thereof. The solicitation will be made primarily by mail and may also be supplemented by telephone or other personal contact to be made without special compensation by directors, officers and employees of the Company. The Company will bear the cost of this solicitation. The Company will not reimburse shareholders, nominees or agents for the cost incurred in obtaining from their principals authorization to execute forms of proxy.

Appointment and Revocation of Proxy

Registered NAN Shareholders

Registered NAN Shareholders may vote their NAN Shares by attending the Meeting in person or by completing the enclosed Proxy. Registered NAN Shareholders should deliver their completed proxies to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8^th Floor, Toronto, Ontario, Canada, M5J 2Y1 (by mail, telephone or internet according to the instructions on the proxy), not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting, otherwise the shareholder will not be entitled to vote at the Meeting by proxy.

The persons named in the Proxy are directors and officers of the Company and are proxyholders nominated by management. A NAN Shareholder has the right to appoint a person other than the nominees of management named in the enclosed instrument of Proxy to represent such NAN Shareholder at the Meeting. To exercise this right, a NAN Shareholder must insert the name of its nominee in the blank space provided. A person appointed as a proxyholder need not be a NAN Shareholder.

A registered NAN Shareholder may revoke a proxy by:

Beneficial NAN Shareholders

The information set forth in this section is of significant importance to many NAN Shareholders, as many NAN Shareholders do not hold their NAN Shares in their own name. NAN Shareholders holding their NAN Shares through banks, trust companies, securities dealers or brokers, trustees or administrators of self-administered RRSP's, RRIF's, RESP's and similar plans or other persons or otherwise not in their own name should note that only proxies deposited by NAN Shareholders appearing on the records maintained by NAN's transfer agent as Registered NAN Shareholders will be recognized and allowed to vote at the Meeting. If a NAN Shareholder's shares are listed in an account statement provided to the NAN Shareholder by a broker, in all likelihood those shares are not registered in the NAN Shareholder's name and that shareholder is a Beneficial NAN Shareholder. Such NAN Shares are most likely registered in the name of the NAN Shareholder's broker or an agent of that broker. In Canada the vast majority of such shares are registered under the name of CDS & Co., the registration name for The Canadian Depository for Securities, which acts as nominee for many Canadian brokerage firms. NAN Shares held by brokers (or their agents or nominees) on behalf of a broker's client can only be voted at the Meeting at the direction of the Beneficial NAN Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker's clients. Therefore, each Beneficial NAN Shareholder should ensure that voting instructions are communicated to the appropriate party well in advance of the Meeting.

Regulatory policies require Intermediaries to seek voting instructions from Beneficial NAN Shareholders in advance of shareholder meetings. Beneficial NAN Shareholders have the option of not objecting to their Intermediary disclosing certain ownership information about themselves to NAN (such Beneficial NAN Shareholders are designated as non-objecting beneficial owners, or 'NOBOs') or objecting to their Intermediary disclosing ownership information about themselves to NAN (such Beneficial NAN Shareholders are designated as objecting beneficial owners, or 'OBOs').

In accordance with the requirements of NI 54-101, NAN has elected to send the Notice of Meeting, this Information Circular and a VIF request (instead of a Proxy) directly to the NOBOs and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to OBOs.

Meeting Materials sent to Beneficial NAN Shareholders are accompanied by a VIF, instead of a Proxy. By returning the VIF in accordance with the instructions noted on it, a Beneficial NAN Shareholder is able to instruct the Intermediary (or other registered shareholder) how to vote the Beneficial NAN Shareholder's NAN Shares on the Beneficial NAN Shareholder's behalf. For this to occur, it is important that the VIF be completed and returned in accordance with the specific instructions noted on the VIF.

The majority of Intermediaries now delegate responsibility for obtaining instructions from Beneficial NAN Shareholders to Broadridge in Canada. Broadridge typically prepares a machine-readable VIF, mails these VIFs to Beneficial NAN Shareholders and asks Beneficial NAN Shareholders to return the VIFs to Broadridge, usually by way of mail, the Internet or telephone. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting by proxies for which Broadridge has solicited voting instructions. A Beneficial NAN Shareholder who receives a Broadridge VIF cannot use that form to vote shares directly at the Meeting. The VIF must be returned to Broadridge (or instructions respecting the voting of shares must otherwise be communicated to Broadridge) well in advance of the Meeting in order to have the shares voted. If you have any questions respecting the voting of shares held through an Intermediary, please contact that Intermediary for assistance.

In either case, the purpose of this procedure is to permit Beneficial NAN Shareholders to direct the voting of the shares, which they beneficially own. A Beneficial NAN Shareholder receiving a VIF cannot use that form to vote NAN Shares directly at the Meeting – Beneficial NAN Shareholders should carefully follow the instructions set out in the VIF including those regarding when and where the VIF is to be delivered. Should a Beneficial NAN Shareholder who receives a VIF wish to attend the Meeting or have someone else attend on their behalf, the Beneficial NAN Shareholder may request a legal Proxy as set forth in the VIF, which will grant the Beneficial NAN Shareholder or their nominee the right to attend and vote at the Meeting.

Only Registered NAN Shareholders have the right to revoke a Proxy. A Beneficial NAN Shareholder who wishes to change its vote must, at least seven days before the Meeting, arrange for its Intermediary to revoke its VIF on its behalf.

All references to NAN Shareholders in this Information Circular and the accompanying instrument of Proxy and Notice of Meeting are to Registered NAN Shareholders, unless specifically stated otherwise.

The Meeting Materials are being sent to both registered and non-registered NAN Shareholders. If you are a Beneficial NAN Shareholder and NAN or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of NAN's securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send the Meeting Materials to you directly, NAN (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering the Meeting Materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the VIF.

NAN is not relying on the notice and access delivery procedures outlined in NI 54-101 to distribute copies of Meeting Materials in connection with the Meeting.

Voting of Shares and Exercise of Discretion of Proxies

If a NAN Shareholder specifies a choice with respect to any matter to be acted upon, the NAN Shares represented by Proxy will be voted or withheld from voting by the proxyholder in accordance with those instructions on any ballot that may be called for. In the enclosed form of Proxy, in the absence of any instructions in the Proxy, it is intended that such NAN Shares will be voted by the proxyholder, if a Nominee of management, in favour of the motions proposed to be made at the meeting as stated under the headings in the Notice of Meeting accompanying this Information Circular. If any amendments or variations to such matters, or any other matters, are properly brought before the Meeting, the proxyholder, if a Nominee of management, will exercise its discretion and vote on such matters in accordance with its best judgment.

The instrument of Proxy enclosed, in the absence of any instructions in the Proxy, also confers discretionary authority on any proxyholder other than the Nominees of management named in the instrument of Proxy with respect to the matters identified herein, amendments or variations to those matters, or any other matters which may properly be brought before the Meeting. To enable a proxyholder to exercise its discretionary authority, a NAN Shareholder must strike out the names of the Nominees of management in the enclosed instrument of Proxy and insert the name of its nominee in the space provided, and not specify a choice with respect to the matters to be acted upon. This will enable the proxyholder to exercise its discretion and vote on such matters in accordance with its best judgment.

At the time of printing this Information Circular, management of NAN is not aware that any amendments or variations to existing matters or new matters are to be presented for action at the Meeting, other than as set forth in the accompanying Notice of Meeting.

Interest of Certain Persons in Matters to be Acted Upon

Other than as set forth herein, management of the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of each of the following persons in any matter to be acted upon at the Meeting other than the election of directors or the appointment of auditors:

Voting Securities and Principal Holders

As of the date of this Information Circular, the Company's authorized capital consisted of an unlimited number of NAN Shares and 100,000,000 preferred shares, which preferred shares do not carry the right to vote at the Meeting, and of which 20,000,000 are series 1 convertible preferred shares. NAN Shareholders of record at the close of business on May 16, 2022 (being the Record Date) who either personally attend the Meeting or who have completed and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote, or to have their NAN Shares voted, at the Meeting or at any adjournment thereof.

As at the Record Date, 133,870,032 NAN Shares were issued and outstanding, each share carrying the right to one vote.

To the knowledge of the directors and executive officers of the Company, as of the date of this Information Circular, no person or company owns or controls, directly or indirectly, 10% or more of the issued and outstanding NAN Shares, except as stated below.

Notes:

Corporate Governance

See Appendix "B" – Corporate Governance Disclosure.

Audit Committee and Relationship with Auditors

See Appendix "C" – Audit Committee Disclosure.

Other Matters

It is not known whether any other matters will come before the Meeting other than those set forth above and in the accompanying Notice of Meeting. However, if any other matters are properly brought before the Meeting, the persons named in the Proxy intend to vote on any such matter, in accordance with their best judgment, exercising discretionary authority with respect to amendments or variations of matters ratified in the Notice of Meeting.

Additional Information

Additional information about the Company is available on SEDAR (www.sedar.com) under NAN's issuer profile, including NAN's financial statements and management's discussion and analysis. The audited financial statements of the Company for the year ending December 31, 2021, together with the auditor's report thereon, will be presented at the Meeting. Copies of the financial statements and management discussion and analysis of the Company can be requested from the Company at Suite 2500, 666 Burrard Street Vancouver, British Columbia, Canada, V6C 2X8.

executive compensation

Statement of Executive Compensation

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

For the financial year ended December 31, 2021, the Named Executive Officers of the Company were:

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company, or a subsidiary of the Company, to each Named Executive Officer and director, in any capacity, other than stock options and other compensation securities, for the two most recently completed financial years.