UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F


.

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


OR


 X.

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

For the fiscal year ended December 31, 2015


OR


.

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


OR


.

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[  ]REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[  ]SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number:000-14740

 

North American Nickel Inc.

(Exact name of Registrant as specified in its charter)

Province of British Columbia, Canada

(Jurisdiction of incorporation or organization)

#500 – 200 West Esplanade, North Vancouver, British Columbia, Canada V7M 1A4

(Address of principal executive offices)

North American Nickel Inc.
(Exact name of Registrant as specified in its charter)
Province of British Columbia, Canada
(Jurisdiction of incorporation or organization)
1055 West Hastings Street, Vancouver, BC, Canada, V6E 2E9
(Address of principal executive offices)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

Name of each exchange on which registered

None

None

None

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.Common Shares, no par value

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common shares as of the close of the period covered by the annual report:

 

207,629,506787,928,500 inclusive of the conversion of the outstanding Series 1 Convertible Preferred Shares

 

Indicate by check mark if the registrant is a well-known seasoned issuer..

[  ] Yes  X.[X] No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934..  

[  ] Yes  X.[X] No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X.

[X] Yes .[  ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.


filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 .Large accelerated filer        .Accelerated filer    X.

Large accelerated filer [  ]Accelerated filer [  ]Non-accelerated filer [X]Emerging growth company [  ]



If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. [  ]


† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which financial statement item the registrant has elected to follow. X.

[X] Item 17 .[  ] Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act..

[  ] Yes  X.[X] No


Unless otherwise indicated, all references herein are expressed in Canadian dollars and United States currency is stated as “U.S. $.”$             .”


THIS SUBMISSION SHOULD BE CONSIDERED IN CONJUNCTION WITH PREVIOUSLY FILED FORMS 20-F AND 6-K. THE AUDITED FINANCIAL STATEMENTS AND NOTES THERETO ATTACHED ARE AN INTEGRAL PART OF THIS SUBMISSION.

 














ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS


Not required


ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE


Not required


ITEM 3. KEY INFORMATION


A. Selected financial data.


The following financial data summarizes selected financial data for our company prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) for the threefive fiscal years ended December 31, 2018, 2017, 2016, 2015 2014 and 2013.2014. The information presented below for the threefive year period ended December 31, 2018, 2017, 2016, 2015 2014 and 20132014 is derived from our financial statements which were examined by our independent auditors. The information set forth below should be read in conjunction with our audited annual financial statements and related notes thereto included in this annual report, and with the information appearing under the heading “Item 5 Operating and Financial Review and Prospects”. Al financial information is expressed in thousands of Canadian dollars and in thousands of Danish Krones (“DKK”), except per share amounts and except as otherwise indicated.


North American Nickel Inc. (the “Company”) was incorporated on September 23, 1983. The Company changed its name from Widescope Resources Inc. to North American Nickel Inc. effective April 19, 2010. The Company’s principal business activity is the exploration of natural resource properties.


Effective April 19, 2010 the Company’s shareholders approved a special resolution to reorganize the Company’s capital structure by consolidating in a reverse stock split the existing common shares on the basis of each two (2) old shares being equal to one (1) new share and concurrently increasing the authorized capital of the Company from 100,000,000 common shares without par value to an unlimited number of common shares without par value. All references to common shares, stock options, warrants and weighted average number of shares outstanding in this Form 20-F retroactively reflect the share consolidation unless otherwise noted. The net effect of the above was to reduce the existing outstanding common shares from 10,883,452 to 5,441,730.

North American Nickel Inc.


Selected Financial Data in accordance with IFRS for the years 2018, 2017, 2016, 2015 2014, 2013, 2012 and 2011 (Expressed in Canadian Dollars)2014.

 

 

 

Years Ended December 31,

 

 

2015

2014

2013

2012

2011

Net operating revenues

$

0

0

0

0

0

 

 

 

 

 

 

 

Loss from operations

$

0

0

0

0

0

 

 

 

 

 

 

 

Net loss

$

(2,388,970)

(3,741,007)

(1,260,301)

(1,453,562)

(1,084,191)

Comprehensive loss

$

(2,388,970)

(3,741,007)

(1,260,301)

(1,453,562)

(1,084,191)

 

 

 

 

 

 

 

Loss per share from operations

$

(0.01)

(0.02)

(0.01)

(0.02)

(0.02)

 

 

 

 

 

 

 

Share capital

$

51,165,026

43,268,118

33,631,235

22,786,694

18,782,644

Common shares issued

 

207,629,506

169,964,679

140,576,584

80,560,193

55,058,193

Weighted average shares outstanding

 

188,384,506

157,986,561

111,753,433

69,179,749

46,464,082

 

 

 

 

 

 

 

Total assets

$

32,729,177

27,050,038

18,715,919

9,009,702

6,109,703

 

 

 

 

 

 

 

Net assets (liabilities)

$

32,479,573

26,752,694

18,679,879

8,946,548

5,943,608

 

 

 

 

 

 

 

Cash dividends declared per common share

$

0

0

0

0

0

Exchange rates (CAD$ to U.S.$) period average

$

1.2785

1.1046

1.0299

1.0004

1.0110

(Expressed in thousands of Canadian dollars, except per share amounts)

  Years Ended December 31 
  2018 2017 2016 2015 2014 
Net operating revenues $0 0 0 0 0 
            
Loss from operations $0 0 0 0 0 
            
Net loss $(3,022) (2,879)(2,877)(2,389)(3,741)
Comprehensive loss $(3,022)(2,879)(2,877)(2,389)(3,741)
            
Loss per share from operations $(0.00)(0.01)(0.01)(0.01)(0.02)
            
Share capital $88,538 74,189 62,906 51,165 43,268 
Common shares issued 787,928,500 554,598,167 368,581,886 207,629,506 169,964,679 
Weighted average shares outstanding 718,248,135 465,929,638 269,778,932 188,384,506 157,986,561 
            
Total assets $67,500 53,697 41,882 32,729 27,050 
            
Net assets (liabilities) $66,944 52,728 41,700 32,480 26,753 
            
Cash dividends declared per common share $0 0 0 0 0 
Exchange rates (CAD$ to U.S.$) period average $1.2957 1.2980 1.2785 1.2785 1.1046 

Exchange rates (CAD$ to U.S.$) for most recent six months Period High  Period Low 
October 2018 $0.7805   0.7617 
November 2018 $0.7639   0.7515 
December 2018 $0.7576   0.7271 
January 2019 $0.7608   0.7335 
February 2019 $0.7639   0.7512 
March 2019 $0.7596   0.7438 
Exchange rate (CAD$ to U.S.$) April 24, 2019 $0.7446   0.7400 

 




Exchange rates (CAD$ to U.S.$) for most recent six months


 

Period High

Period Low

October 2015

$

0.7728

$

0.7530

November 2015

$

0.7662

$

0.7478

December 2015

$

0.7464

$

0.7141

January 2016

$

0.7152

$

0.6821

February 2016

$

0.7374

$

0.7101

March 2016

$

0.7448

$

0.7713

Exchange rate (CAD$ to U.S.$) April 11, 2016

$

0.7696

$

0.7761

B. Not required


C. Not required


D.Risk factors.


The business of the Company entails significant risks, and an investment in the securities of the Company should be considered highly speculative. An investment in the securities of the Company should only be undertaken by persons who have sufficient financial resources to enable them to assume such risks. The following is a general description of all material risks, which can adversely affect the business and in turn the financial results, ultimately affecting the value of an investment the Company.


The Company has no viable commercial business.


Having no viable business it is difficult to determine a price for the common shares. That price must therefore be dependent on the value that each individual buyer and seller place on the future prospects of the company, rather than any objective measurement. This is a very risk position for shareholders, as the majority perception may turn negative and price decline severely.


The Company has limited funds.


Funds are the fuel needed to drive the company. Should current funds be consumed, and the company not be able to attract more capital, prospects for shareholders would become extremely negative, and shareholder losses will inevitably occur.


There is no assurance that the Company can access additional capital.


The company will need to demonstrate performance in order to attract additional capital. As the mineral exploration business has a high element of chance associated with it, it is possible that none of the current properties will have any value. The capital markets could perceive this to be a demonstration of poor performance, and be unwilling to provide additional funds. Should this happen, shareholders will incur significant losses.


There is no assurance that the transactions disclosed herein will be successful in its quest to find a commercially viable quantity of mineral resources.


Unless the Company is able to secure other more viable projects, providing better future prospects, buyer interest for common shares will decline severely, resulting in lower prices and significant shareholder losses.


There is no assurance that other prospective mineral properties or other assets can be acquired, and if acquired that the necessary additional capital can be attracted.


Either of these is possible. Either occurring will have the same inevitable outcome. Demand for the common shares will decline severely, resulting in a drop in trading price, and significant shareholder losses.


The Company has a history of operating losses and may have operating losses and a negative cash flow in the future.


This will mean that additional shares will need to be sold to fund operations. Without a concurrent improvement in future prospects, this will result in supply of stock exceeding demand, and much lower prices. This will cause shareholders to lose money.




The Company’s auditors have indicated that U.S. reporting standards would require them to raise a concern about the company’s ability to continue as a going concern.


Additional capital will need to be raised. This could result in the perception of lowered future prospects, lower demand for the Company’s common share, lower stock prices, and shareholder losses.


There can be no assurance that a liquid market will develop for the Company’s shares and therefore no assurance that shareholders will be able to sell their shares.


Lack of liquidity that prevents shareholders from selling, or limits their abilities to sell, will all too likely lead to significant losses for shareholders.


Management has little expertise in mining, which may ultimately cause shareholders to lose money.


Management may waste the Company’s limited capital on worthless properties, or it may do the wrong things with properties that could have value. Either way, the outcome will be the same. Money will have been wasted without any corresponding creation of value. This will cause shareholders to lose patience and lose interest. This could lead to significantly increased selling of shares, driving down the price, and leading to losses for investors.


The Company’s common stock is thinly traded so it is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.


You may have difficulty reselling shares of our common stock, either at or above the price paid, or even at fair market value. The stock market often experiences significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common shares to decline, regardless of how well the company performs. This may be exaggerated by the fact that the shares trade on the over-the-counter bulletin board (“OTCBB”), which is owned and operated by the Financial Industry Regulatory Authority (“FINRA”). Trading on the OTCBB is often extremely sporadic, and subject to manipulation by market-makers, and short sellers. This may cause you to lose money as you may have difficulty selling the shares that you own.


The Company’s common stock is subject to the “penny stock” regulations, which are likely to make it more difficult to sell.


A “penny stock” is generally a stock trading under $5.00 per share, and not registered on a national securities exchange or quoted on the NASDAQ national market. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. These rules, intended to protect investors, generally have the result of reducing trading in such stocks, restricting the pool of potential investors, and making it more difficult for investors to sell their shares once acquired. Since our common shares are subject to the “penny stock” rules, you may find it more difficult to sell your shares.


As a foreign issuer, the Company is exempt from certain informational requirements of the Exchange Act to which domestic issuers are subject.


As a foreign issuer we are not required to comply with all of the informational requirements of the Exchange Act. As a result, there may be less information concerning our company publicly available than if we were a domestic United States issuer. In addition, our officers, directors, and principal shareholders are exempt from the reporting and short profit provisions of Section 16 of the Exchange Act, and the rules promulgated thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors, and principal shareholders purchase or sell shares of our common stock.


As a Canadian company with most assets and key personnel located outside the United States, you may have difficulty in acquiring United States jurisdiction, or enforcing a United States judgment against us, our key personnel, or assets.


As a Canadian company many of our assets and key personnel, including directors and officers, reside outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon us or any of our key personnel or to enforce against us or any of our key personnel judgments obtained in United States’ courts, including judgments relating to United States federal securities laws. Canadian courts may not permit you to bring an original action in Canada, or recognize or enforce judgments of United States courts obtained against us predicated upon the civil liability provisions of federal securities laws of the United States, or of any state thereof. Furthermore, because many of our assets are located in Canada, it would be extremely difficult to access these assets to satisfy any award entered against us in a United States court. Accordingly, you may have more difficulty in protecting your interests in the face of actions taken by our management, members of our board of directors, or our controlling shareholders than you would otherwise as shareholders of a United States public company.




The Company does not intend to pay any common stock dividends in the foreseeable future.


We have never declared or paid a dividend on our common stock, and, because we have very limited resources, we do not anticipate declaring or paying any dividends in the foreseeable future. It is unlikely that the holders of our common shares will have an opportunity to profit from anything other than potential appreciation in the value of our common shares. If you require dividend income, you should not rely in an investment in our common shares to provide it.


Future issuances of common stock may depress stock prices and dilute your interest.


We may issue additional shares of our common stock in future financings, or grant stock options to our employees, officers, directors, and consultants under our stock incentive plan. Any such issuances could have the effect of depressing the market price of our common stock, and, in any case, would dilute the percentage ownership interests in our company of our shareholders. In addition we could issue securities having rights, preferences and privileges senior to those of our common shares. This could depress the value of our common shares.


ITEM 4. INFORMATION ON THE COMPANY


A. History and development of the Company.


The CompanyNorth American Nickel Inc. (the “Company”) was incorporated under the laws of the Province of British Columbia, Canada, by filing of Memorandum and Articles of Association on September 20, 1983, under the name Rainbow Resources Ltd. The Company’scompany’s name was changed to Widescope Resources Ltd. on May 1, 1984, and to Gemini Technology Inc. on September 17, 1985. In conjunction with a reverse split of its common shares on a five-old for one-new basis, the Company adopted the name International Gemini Technology Inc., effective September 23, 1993. The Company’s name was changed to Widescope Resources Inc., effective July 12, 2006. Effective April 19, 2010, the Company’s shareholders approved a special resolution to reorganize the Company’s capital structure by consolidating in a reverse stock split the existing common shares on the basis of each two (2)every 2 old shares being equal to one (1)1 new share and concurrently increasing the authorized capital of the Company from 100,000,000 common shares without par value to an unlimited number of common shares without par value. Also effective this date, the Company’s name was changed to North American Nickel Inc. to reflect its new focus. All references to common shares, stock options, warrants and weighted average number of shares outstanding in this discussion and the accompanying consolidated financial statements retroactively reflect the share consolidation unless otherwise noted. The Company is currently in good standing under the laws of British Columbia. The registered and records office of the Company are located at #500 - 200 West Esplanade, North Vancouver, B.C. Canada V7M 1A4 and the Company’s principal executive offices are located at #500 – 200 West Esplanade, North Vancouver, BC, V7M 1A4, telephone (604) 986-2020.


In April 2010, the Company initiated a series of actions to realign its focus into the field of nickel exploration in the prolific nickel belts around Sudbury, Ontario and Thompson, Manitoba. These actions were reported in a news release dated April 6, 2010. Additionally, in April 2010Concurrently, the Company’s shareholders elected 4 new directors, to replace three retiring directors. The directors of the Company have appointed new senior management to oversee the daily operations of the Company.


On May 3, 2011, the Company’s listing application was conditionally accepted by the TSX-V Venture Exchange. On May 30, 2011, the common shares of the Company began trading under the symbol “NAN”.


On August 15, 2011, the Company was granted an exploration license by the Bureau of Minerals and Petroleum of Greenland for exclusive exploration rights over an area totalling 4,841 square kilometres located near Sulussugut, Greenland.


On March 4, 2012, the Company was granted an additional exploration license by the Bureau of Minerals and Petroleum of Greenland for exclusive exploration rights over an area covering a total of 142 square kilometres license and located near Ininngui, Greenland.


On January 19, 2015, the Company signed an exclusivity agreement with Minelco AS (“Minelco”) to acquire the deepwaterdeep water Seqi Port (the “Port”). Minelco granted to the Company the right to proceed with aA report was prepared summarizing environmental due diligence process on the Port and to negotiate exclusively with Minelco in relation to this transaction according to the terms set out in the agreement. During the exclusivity period, Minelco provided the Company with access to its facilities, personnel, books, records and documents to allow the Company to conduct the due diligence process for the purpose of evaluating the transaction and use its commercially reasonable efforts to provide all documents and information requested by the Company. On March 31, 2015, Minelco and the Company signed an assignment agreement for the Port. Under the terms of the agreement, Minelco will transfer to the Company all its rights, title, and interest in and to the Port. The assignment will, subject to the assumption of closure obligations of DKK 6,000,000 by the Company, be made free of charge with no consideration payable by the Company to Minelco. To date, the Company has completed a surface and underwater due diligence examination of the Seqi pier. Environmental due diligence and a preliminary assessment of reindeer was completed by Golder Associates INUPLAN in and around the Port and upon further review, the decided to not pursue the Seqi Port assignment.

On July 13, 2017, the Company announced that it has finalized the details for the acquisition of a reportwatershed (“0.6H”) prospecting licence that overlaps the eastern boundary of its 100% owned Maniitsoq nickel sulphide project in southwest Greenland.

On March 1, 2018, the Company announced that it had received the final Hydropower Feasibility Assessment Study within watershed 06.H located on the eastern flank of the Company’s 100% owned Maniitsoq nickel sulphide project in Southwest Greenland.

On May 4, 2018, the Company acquired new properties, Ikertoq, mineral licence No. 2018/31 and Carbonatite, mineral licence No. 2018/21 located on the Company’s 100% owned Maniitsoq nickel sulphide project in Southwest Greenland.

On September 18, 2018, the Company has completed its 2018 exploration and drilling program with a total of 14,287.6 metres of drilling at the Company’s 100% owned Maniitsoq nickel-copper-cobalt-PGM project in Southwest Greenland.

B. Business overview

The Company has been completed.




B. Business overview


In conjunction with the April 2010 refocusing of the Company on nickel exploration, as of April 23, 2010 the Company entered into an agreement with an independent third party that resulted in divesting its interest in Outback Capital Inc., and its remaining interest in the Rice Lake properties. The sale was completed as of May 31, 2010, and the proceeds from the sale were $52,606.


In conducting its business operations, the Company is not dependent on any patented or license processes, technology, industrial, commercial or financial contract or new manufacturing processes.


With the dramatic and possibly unprecedented contraction of global financial markets experienced in 2008, a tidal wave of qualified people became available. Suddenly, capital became unavailable. Exploration companies everywhere reduced overhead.


Access to capital eased marginally toward the latter part of 2009 and beyond. More capital became available, and enthusiasm for mining projects increased at much the same time. The latter, because of expectations of increased inflation, brought increased demand for precious metals and because of the expectation of an increasing demand for base metals from Asia.


To focusfocusing on the expected increased demand for base metals, the Company entered into agreements to acquire rights to four properties in the Sudbury Ontario nickel belt, and one agreement to acquire 100% ownershipdevelopment of anotherits camp scale Mannitsoq property in the area of the Thompson Manitoba nickel belt. As part of this change in focus, the Company entered into an arm’s length agreement to divest its interest in Outback Capital Inc., and through this, its interest in the Pine Falls Manitoba gold properties.


Concurrent with the refocusing of the Company in April 2010, the Company arranged two non-brokered private placements to finance working capital andsouth-western Greenland since it was granted the first exploration worklicense on August 15, 2011. The Maniitsoq property consists of four exploration licenses, No. 2011/54 (the “Sulussugut License”) and No. 2012/28 (the “Ininngui License”) comprising 2,689 and 296 square kilometres, respectively and the recently acquired Carbonatite property No. 2018/21 (63 km2) and the Ikertoq property No. 2018/31 (33 km2). The Maniitsoq property is centred on the 75 kilometre by 15 kilometre Greenland Norite Belt which hosts numerous high-grade nickel-copper sulphide occurrences associated with mafic and ultramafic intrusions.

In 2016, the Company completed an exploration program comprising 9,596 metres of drilling in 30 drill holes and two drill hole extensions, borehole electromagnetic surveys, 13 line-kilometres of surface electromagnetic surveying, 53 line-kilometre of surface induced polarization (IP) surveying and ground follow-up of VTEM, geological and remote sensing targets.

The company filed a National Instrument 43-101 Technical Report on the Maniitsoq property on March 30, 2016 and on April 11, 2016, reported the results of QEMSCAN mineralogical analyses from drill core announcing the potential for high nickel recoveries from Maniitsoq mineralization, similar to results from previous studies.

The primary exploration objective in 2017 was step-out drilling at Post Creekthree key locations, the Imiak Hill Complex (IHC), Fossilik and Bell LakeP-013SE, to advance one or more areas to the delineation drilling stage for 2018. Approximately 8,800 metres of diamond drilling were completed for 2017.

The 2018 exploration and drilling program at its Maniitsoq project was completed in September with a total 14,287 metres of drilling, representing an increase of 5,520 metres from the Sudbury nickel belt. It also attracted four new directors, each with significant experienceprevious program in mineral2017. The drilling was focused on testing the geochemical strategy within several of the main Maniitsoq intrusions and has confirmed the presences of the melanorite as well as re-affirmed the significance of the high magnesium oxide (MgO) control on NiS mineralization.

As of December 31, 2018, the Company has spent $55,732 and $5,121 on exploration to replace three previous directors,costs for the Sulussugut License and add one additional director.Ininngui License, respectively.


Effective August 15, 2011,May 4, 2018, the Company was granted an new exploration license (the “Sulussugut“Carbonatite License” – license number 2011/54)) by the Bureau of Minerals and Petroleum (“BMP”)BMP of Greenland for exclusive exploration rights of an area located near Sulussugut,Maniitsoq in West Greenland. The Company paid a license fee of $5,742 (Danish krones (“DKK”) 31,400)$7 (DKK 31) upon granting of the SulussugutCarbonatite License. The SulussugutCarbonatite License is valid for 5 years until December 31, 2015,2022, with December 31, 20112018 being the first year. As of December 31, 2018, the Company has spent $1,362 on exploration costs for the Carbonatite License.

The application for another 5 year term on the SulussugutIkertoq License was submitted to the Greenland Mineral Licence & Safety Authority which has been approved with documentation still pending. The period of the renewal considers the year 2016 as year 6 and calendar years 2017,granted in May 2018 2019 and 2020 shall be deemed years 7, 8, 9 and 10.


Effective March 4, 2012, the Company was granted an additional exploration license (the “Ininngui License”) by the BMP of Greenland for exclusive exploration rights overof an area located near Kangeriussaq in West Greenland. As of December 31, 2018, the license was relinquished due to no further plans to carry exploration work.

On January 4, 2016, the Company made and entered into a 10 year Metallic Minerals Lease with the Michigan Department of Natural Resources for an area covering a total of 142 square kilometres license and located near Ininngui, Greenland. The Company paid a license fee of DKK 32,200 upon grantingapproximately 320 acres. Under the terms of the Ininngui License. The Ininngui License is valid for 5 years until December 31, 2016, with December 31, 2012 being the first year. The license is renewable forlease, an additional five years after the 1st license period. The Ininngui License is contiguous with the Sulussugut License.


After year 5, the Company may apply for an additional 5 years, which the application for the Sulussugut License has been submitted, for either license. Thereafter, the Company may apply for a license for up to 6 additional years, in 2 year license increments. The Companyannual rental fee will be required to pay additional license feesat a rate of US $3.00 per acre per lease for years 1-5 and will be obligated to incurUS $6.00 per acre per lease year for the years 6-10. A minimum eligible exploration expensesroyalty of US $10 per acre is due for such years.


The Company may terminate the licenses at any time; however any unfulfilled obligations accordingeleventh year of the lease and increases by $US 5 per acre through to the license will remain in force, regardlesstwentieth year. For the twentieth year of the termination.lease and thereafter for the life of the lease, the minimum royalty is US $55 per acre per year.


In May, 2012On April 28, 2016 the Company arrangedissued to Sentient Executive GP IV Limited 952,380 common shares for a fee on the advance of the loan. The shares were booked at a fair value of $95.

On April 22, 2016, the Company entered into a term loan with Sentient Executive GP IV Limited (“Sentient”) and received an advance of $4,500. The loan is due on April 30, 2017 and has been made on an interest free basis. Sentient is to be paid 952,380 common shares, which is the equivalent value of 2.2% of the principal amount of the loan, as a fee for advancing the loan. The fee was booked at a fair value of $95. The loan is subject to early pre-payment in the event that, during the term of the loan, the Company completes a private placement of gross proceeds of $2,000 or more. On July 21, 2016, the Company closed its market offering of units of the Company for total gross proceeds of $6,950 and on September 12, 2016, the Company closed a non-brokered private placement for gross proceeds of up to 20,000,000$5,050 which being the maximum offering amount raised, Sentient was repaid the full loan of $4.5 million.

On July 21, 2016 the Company issued 92,668,908 units at a price of $0.17$0.075 per unit in a market offering for gross proceeds of $6,950. The Company reported $458 in issuance costs against the raised funds.

On July 21, 2016 the Company issued 1,203,695 warrants at a price of $0.075 per unit for aggregate proceeds of $3,400,000,an agent fee to Paradigm as per the Sentient Group GP IV.Company’s amended and restated short form prospectus.


In April, 2013On September 12, 2016 the Company completedclosed a non-brokered private placement of 41,494,692and issued 67,331,093 units at a price of $0.17$0.075 per unit for aggregategross proceeds of $7,054,098.$5,050.


On May 29, 2014,August 15, 2017 the Company closed a non-brokered private placement of 28,424,152 shares at a price of $0.33 per share for proceeds of $9,379,970.


On July 20, 2015, the Company closed a private placement of 29,054,079and issued 40,982,448 units at a price of $0.22$0.075 per unit for gross proceeds of $6,391,897.$3,074.




On June 8, 2017 the Company closed a brokered placement through a prospectus and issued 145,030,833 units at a price of $0.075 per unit for gross proceeds of $10,877. The Company also issued 1,965,093 warrants at a price of $0.075 per unit for an agent fee to Paradigm as per the Company’s prospectus.

On April 19, 2018 the Company closed a non-brokered private placement and issued 233,333,333 units at a price of $0.075 per unit for gross proceeds of $17,500.

Organizational structure.


The Company is part of no other group. During the year ended June 30, 2006 Outback Capital Inc. dba Pinefalls Gold (“PFG”) a private Alberta corporation became a majority-owned subsidiary of the Company. PFG was incorporated under the AlbertaBusiness Corporations Acton February 6, 2001. Effective May 31, 2010, the Company completed an agreement with an arm’s length entity that resulted in it divesting of its interest in Outback Capital Inc. In June 2015 the Company incorporated North American Nickel (US) Inc. to hold a mineral lease in Michigan, which was granted in January 2016.

 

C. Property, plants and equipment.


The Company’s head office and principal facility, which is leased, is located at 500 – 200 West Esplanade, North Vancouver.


The Company entered intohas a large land package in southwest Greenland, collectively known at the Maniitsoq property. In addition, the Company has two agreements to acquire rights to theproperties, Post Creek and Halcyon, propertiesin Sudbury nickel district of Ontario and a small property, Section 35, in the Sudbury, Ontario nickel belt. The Company also acquired a large Ni-Cu-PGE land package in Greenland. FiguresMid-Continental Rift setting of Michigan. A figure showing the locations of all of the company’s properties areis displayed below.


[f20f123115_20f001.jpg]

Sudbury nickel properties:Maniitsoq


The SudburyGreenland properties currently being explored for nickel-copper-copper-PGM sulphides by North American Nickel are exploration properties without mineral resources or reserves. All properties can be readily accessed by paved and/or all-weather gravel roads and have access to water and diesel-power for exploration purposes. The total ore mined to date in SudburyManiitsoq project is 1.7 billion tons with 40 billion lbs.centered 100 kilometres north of nickel, 36 billion lbs.Nuuk, the capital of copper, 70 million ounces of platinum, palladium and gold and 283 million ounces of silver. The Sudbury properties have many of the unique geologic characteristics of the Sudbury Basin. An example is the Post Creek property which has been shown through results of recent exploration to be situated on the same geologic structure as the currently producing Podolsky copper-nickel-PGM mine. However the economic mineralization currently being mined at Podolsky may not necessarily be present on the Post Creek property.


Post Creek(Bedrock-hosted Mineral Exploration Claims): The property is located 35 km east of Sudbury in Norman and Parkin townships and consists of 35 contiguous unpatented mining claims held by John Brady, covering an area of 624 hectares and 7 contiguous unpatented mining claims held by the Company, covering 416 hectares.. The center of the property occurs at UTM coordinates 510217m E, 5182584m N (NAD83 UTM Zone 17N. It is strategically located adjacent to the past-producing Podolsky copper-nickel-platinum group metal deposit of FNX Mining. The property lies along the extension of the Whistle Offset Dyke StructureGreenland which is a major geological control for Ni-Cu-PGM mineralization. This structure hosted the former INCO Whistle Offset copper-nickel-PGM Mine (past production of 5.7 million tons grading 0.33% Cu, 0.95% Ni and 3.77 grams/tonne total platinum metals as well as the Podolsky North and Podolsky 2000 copper-precious metal deposits. Previous operators located the extensionsafe, stable, mining-friendly jurisdiction. The centre of the Whistle Offset Dyke structureproject is located at 65 degrees 18 minutes north and 51 degrees 43 minutes west and has an artic climate. It is accessible year-round either by helicopter or by boat from Nuuk or Maniitsoq, the latter located on the Post Creek property ascoast approximately 15 kilometres to the west. The deepwater coastline adjacent to Maniitsoq is typical of Greenland’s southwest coast which is free of pack ice with a direct result of their geological, geophysical and Mobile Metal Ion soil geochemical surveys. Drilling on this structure intersected a 0.66 m near solid to solid sulphide zone with 0.48% copper, 0.08% nickel, 0.054 grams/tonne palladium, 0.034 grams/tonne platinum and 0.020 grams/tonne gold. A rock sample collected along the structure assayed 0.83% Ni, 0.74% Cu, 0.07% Co, 2.24 grams/tonne Pt and 1.05 grams/tonne Pd. Significant potential for nickel-copper-PGM is demonstrated on the Post Creek property. Recent exploration has documented the presence of a previously unrecognized zone of brecciated rocks with quartz diorite and partial melt fragments and disseminated pyrrhotite, chalcopyrite and lesser pyrite. A ground geophysical survey and diamond drill program has recently been completed. Assay results indicate low base and precious metals have been intersected.




A NI 43-101 compliant Technical Report was commissioned, with Dr. Walter Peredery, formerly of INCO, as the author and subsequently accepted by the Securities Commission.


An option Agreement dated April 5, 2010 and amended on March 12, 2013, was struck between John and Marie Brady and Widescope Resources Inc., now known as North American Nickel Inc. pursuant to a corporate name change dated April 19, 2010. North American Nickel can earn 100% interest in the property by making the option payments, issuing shares and making the required Work Expenditures as set out in the option agreement.


Upon completion of the Option Agreement the property will be transferred to North American Nickel and Brady will retain a 2.5% NSR. 33 claims encompass an area of approximately 624 hectares and are held by John Gregory Brady; one claim is held by North American Nickel. Work commitments on the claims are set out at $400.00 per unit (16 hectares) per year andyear-round shipping season. The optimum shipping conditions are due to the Ontario MinistryIrminger current, a tributary of Developmentthe warming Gulf Stream flowing continuously past the south west coastline of Greenland. There is no infrastructure on the property; however, the Seqi deepwater pier and Mines. Field work is completed and compiled, along with a statement of expenditures, and filed with the Ontario Ministry of Development and Mines by North American Nickel employees.


The required work commitmentsquantified watershed for hydropower are submittedlocated peripheral to the Ontario Ministry of Development and Mines, on a form supplied by the Ministry. Provided John Brady gives authorization to Janelle Toffan of Ens Land Management (contracted by North American Nickel to manage lands) to act as agent on his behalf, Ens Land Management will submit the annual renewal on or before the claims Annual Anniversary dates. If authorization is not given then John Brady will make the submission. Expenditures, filed in excess of the annual work commitment, are banked and can be used towards future work requirements.

project. A location map for the property is given below.


[f20f123115_20f002.jpg]

 

Halcyon (Bedrock-Hosted Mineral Exploration Claims):The Maniitsoq property consists of four exploration licences, No. 2011/54 (2,689 km2), No. 2012/28 (296 km2), No. 2018/21 (63 km2) and No 2018/31 (33 km2). The property is located 35 Km NNE of Sudbury in the SE corner of Parkin Twp., and consists of 53 unpatented mining claims covering an area of approximately 864 hectares. Halcyon is adjacent to the Post Creek property and contains the extension of the metallogenetically significant Whistle Offset Structure. It is approximately 2 km north of the producing Podolsky Mine of FNX Mining. Previous operatorscentered on the property defined numerous conductive zones based on induced polarization (I.P.) surveys with coincident anomalous soil geochemistry. Base and precious metal mineralization have been found in multiple locations on the property but follow-up work was never done. The former producing Jon Smith Mine (nickel-copper-cobalt-platinum) is situated 1 km north of the property.


Option Agreement dated April 5, 2010 and amended on March 12, 2013, between John and Marie Brady and Widescope Resources Inc., now known as North American Nickel Inc. pursuant to a corporate name change dated April 19, 2010. North American Nickel can earn 100% interest in the property75 kilometre by making the option payments, issuing shares and making the required Work Expenditures as set out in the option agreement.




Upon completion of the Option Agreement the property will be transferred to North American Nickel and Brady will retain a 2.5% NSR. The claims are held by John Gregory Brady. Work commitments on the claims are set out at $400.00 per unit (16 hectares) per year and are due to the Ontario Ministry of Development and Mines.


Field work is completed and compiled, along with a statement of expenditures, and filed with the Ontario Ministry of Development and Mines by North American Nickel employees. The required work commitments are submitted to the Ontario Ministry of Development and Mines, on a form supplied by the Ministry. Provided John Brady gives authorization to Janelle Toffan of Ens Land Management (contracted by North American Nickel to manage lands) to act as agent on his behalf, Ens Land Management will submit the annual renewal on or before the claims Annual Anniversary dates. If authorization is not given then John Brady will make the submission. Expenditures, filed in excess of the annual work commitment, are banked and can be used towards future work requirements.


A location map is given below.

[f20f123115_20f003.jpg]



10



Maniitsoq(15 kilometre Greenland Mineral Exploration Licenses 2011/54 and 2012/28)

[f20f123115_20f004.jpg]

The project is centered 160 km north of Nuuk, the capital of Greenland (a safe, stable, mining-friendly jurisdiction) and coversNorite Belt which hosts numerous high-grade nickel-copper sulphide occurrences associated with noritemafic and other mafic-ultramaficultramafic intrusions. Ports

Between 1995 and 2011, various companies carried out exploration over portions of the project area. The most extensive work was carried out by Kryolitselskabet Øresund A/S Company (KØ) who explored the project area from 1959 to 1973. KØ discovered a number of surface and near surface nickel-copper sulphide occurrences and this work was instrumental in this partproving the nickel prospectivity of the Greenland have a year-round shipping season. NANNorite Belt.

The Company acquired the Maniitsoq project because it believeshas potential for the discovery of significant magmatic sulfide discovery in a camp-scale belt. The company believed that modern, time-domain, helicopter EMhelicopter-borne electromagnetic (EM) systems willwould be more effective at detecting nickel sulphide deposits in the rugged terrain of Maniitsoq than previous, older airborne fixed wing geophysical surveys performedavailable to previous explorers. In addition, modern, time domain surface and borehole EM systems could be used to target mineralization in the 1990’s that failed to produce any drill targets. Helicopter TEM systems were not available in 1990’s and their availability now gives NAN a significant advantage over previous explorers.sub-surface.


Effective August 15, 2011, the Company was granted an exploration license, (theNo. 2011/54(the “Sulussugut License”), by the Bureau of Minerals and Petroleum (“BMP”) of Greenland for exclusive exploration rights of an area located near Sulussugut, Greenland. The Company paid a license fee of $5,742$6 (Danish kronesKrones (“DKK”) 31,400)31) upon granting of the Sulussugut License. The Sulussugut License iswas valid for 5 years until December 31, 2015, with December 31, 2011 being the first year providing the Company meets the terms of the license, which includes that specified eligible exploration expenditures must be made. The application for another 5 year term on the Sulussugut License was submitted to the Greenland Mineral Licence & Safety Authority (MLSA) which was effective on April 11, 2016, with December 31, 2018 being the eighth year.


DuringThe Greenland MLSA for the years 2018 has adjusted the minimum required exploration expenditures to zero. The accumulated exploration credits held at the end of 2017, DKK 246,507 (approximately $48,513) can be carried forward until 2020 DKK 85,094, until 2019 DKK 61,109 and until 2018 DKK 59,150. There will be an annual licence fee on the Sulussugut License for year 7 and forward of approximately DKK 41. Details of required work expenditures and accrued work credits are tabulated and given below.

Sulussugut License — 2011/54 (All amounts in table are expressed in thousands of DKK)

Exploration Commitment 2013  2014  2015  2016  2017  2018 
Fixed amount  310   313   317      650   659 
4841 km2 of DKK 1.460 per km2                        
4841 km2 of DKK 1.490 per km2                        
3336 km2 of DKK 7.760 per km2  25,887                     
2689 km2 of DKK 7.830 per km2      21,055               
2689 km2 of DKK 7.940 per km2          21,351            
2689 km2 of DKK 16.260 per km2                  43,723   44,369 
                         
Exploration obligation  26,197   21,368   21,668      44,374    
Approved exploration expenditures  37,349   55,509   59,150   61,109   85,094   79,604 
Exploration obligation  (26,198)  (21,368)  (21,668)         
Credit from previous year  17,530   28,681   62,822   100,304   161,413   246,507 
                         
Total CreditDDK  28,681   62,822   100,304   161,413   246,507   326,111 
                         
Average Annual Rate DDK to CAD  0.1834   0.1968   0.1901   0.1969   0.1968   0.2053 

The accumulated exploration credits held at the end of 2018, DKK 326,111 (approximately $66,951) can be carried forward as follows:

Carry forward period:

a)   DKK 246,507    from 2017 until December 31, 2021

b)   DKK 79,604    from 2018 until December 31, 2021

On the first 5 year license, the Company completed the exploration requirements of an estimated minimum of DKK 83,809 (approximately $15,808) between the years ended December 31, 2011 (the first year of the Sulussugut License), the Company reported and was granted eligible exploration expenses of DKK 8,489,457. This amount exceeded the required expenses (DKK 7,213,460)to 2015 by DKK 1,275,997 and the Company was granted a credit for the excess which may be used towards future expense requirementsincurring $26,115,831 on the Sulussugut License in years 2012 to 2014.License.


During the year ended December 31, 2012 (the second year of the Sulussugut License), the Company reported andIn 2018, there was granted eligibleno exploration expenses of DKK 23,615,611 by the Greenland BMP. This amount exceeded the required expenses (DKK 7,361,890) by DKK 16,253,721 and the Company was granted a credit for the excess, which may be used towards future expense requirements on the Sulussugut License in years 2013 to 2015.


Under the terms of the Sulussugut License the Company is obligated to reduce the area of the license by at least 30% (1,452 square kilometres) by December 31, 2013.commitment. The Company completed this prior to year-end 2013. The minimum required eligible exploration expenditure in 2014 will be DKK 26,434,080 provided no further changes are made to licence area.




11



During the year ended December 31, 2013 (the third year of the Sulussugut License), the Company reported and was granted eligible exploration expenses of DKK 37,348,783 by the Greenland BMP. This amount exceeded the required expenses (DKK 26,197,760) by DKK 28,680,741 and the Company was granted a credit for the excess, which may be used towards future expense requirements on the Sulussugut License in years 2014 and 2015.


In 2014 the Company reduced license 2011/54 from 3366 square kilometres to 2689 square kilometres with an exploration commitment of DKK 21,368,070. The Company has had approved expenditures from The Mineral Licencefor 2018 DKK 79,604, for 2017, DKK 85,094 (approximately, $16,342 and Safety Authority (MLSA) for 2014 of DKK 55,509,353 which is made up of exploration expenditures of DKK 37,006,242 and a general supplement of DKK 18,503,121.$16,746, respectively). With a credit from 20132015 of DKK 28,680,74159,150 (approximately $11,250) and credit from 2016 of DKK 61,109 (approximately $12,032), and a commitment of DKK 21,368,070 leaves$nil left the Company with excess credits of DKK 62,822,024


326,111 (approximately $66,951). The required minimum exploration expenditures on the Sulussugut License for year 5, ending December 31, 2015 is based on an annual approximation of DKK 21,668,160. This assumes that the Sulussugut License area willwas not be reduced in 2015.2017 and 2018.


Effective March 4, 2012, the Company was granted an additional exploration license, No. 2012/28 (the “Ininngui License”), by the BMP of Greenland for exclusive exploration rights over an area covering a total of 142 square kilometres license and located near Ininngui, Greenland. The Ininngui License is contiguous with the Sulussugut License. The Company paid a license fee of DKK 32,20032 upon granting of the Ininngui License. The Ininngui License iswas valid for 5 years until December 31, 2016, with December 31, 2012 being the first year. The license is renewableapplication for an additional five years afteranother 5 year term on the 1st license period. The Ininngui License is contiguouswas submitted to the Greenland Mineral Licence & Safety Authority (MLSA) which was effective March 3, 2017, with December 31, 2018 being the Sulussugut License.seventh year.


DuringDetails of required work expenditures and accrued work credits are tabulated and given below.

Ininngui License - 2012/28(All amounts in table are expressed in thousands of DKK)

Exploration Commitment 2013  2014  2015  2016  2017  2018 
Fixed amount  155   313   318   323      659 
142 km2 of DKK 1.490 per km2                        
265 km2 of DKK 1.550 per km2  411                     
265 km2 of DKK 7.830 per km2      2,075                 
296 km2 of DKK 7.940 per km2          2,350             
296 km2 of DKK 8.080 per km2              2,392         
296 km2 of DKK 8.080 per km2                     4,884 
                         
Exploration obligation  566   2,388   2,668   2,715       
Total Credits Available                        
Approved exploration expenditures  2,966   5,470   6,276   6,790   9,367   10,465 
Exploration obligation  (576)  (2,388)  (2,668)  (2,715)      
Credit from previous year  2,512   4,902   7,984   11,592   15,667   25,044 
                         
Total Credit DDK  4,902   7,984   11,592   15,667   25,044   35,509 
                         
Average Annual Rate DDK to CAD  0.1834   0.1968   0.1901   0.1969   0.1968   0.2053 

Carry forward period:

a)   DKK 25,044    from 2017 until December 31, 2021

b)   DKK 10,465    from 2018 until December 31, 2021

On the first 5 year license, the Company completed the exploration requirements of an estimated minimum of DKK 8,697 (approximately $1,635) between the years ended December 31, 2012 (the first year of the Ininngui License), the Company reported and was granted eligible exploration expenses of DKK 2,871,899. This amount exceeded the required expenses (DKK 360,380)to 2016 by DKK 2,511,519 and the Company was granted a credit for the excess which may be used towards future expense requirementsincurring $2,722 on the Ininngui License in years 2013License.

The Greenland MLSA for the year 2017 and 2018 hasadjusted the minimum required exploration expenditure to 2015.


On September 28, 2013zero. The Company has fulfilled the Ininngui license was enlarged to 265 square kilometres atminimum exploration requirements and the Company’s request. The required minimum eligible exploration expenses for year 3 on the Ininngui License are DKK 565,950. The required minimum exploration expenditures for years 4-5, ending December 31, 2016 havearea was not yet been determined but, are based on an annual approximation of DKK 565,950.reduced in 2017 and 2018.


During the year ended December 31, 2013, the Company reported and was granted eligible exploration expenses of DKK 2,965,890. This amount exceeded the required expenses (DKK 565,950) by DKK 4,911,459 and the Company was granted a credit for the excess which may be used towards future expense requirements on the Ininngui License DKK 1,945,569 from 2012 until December 31, 2015 and DKK 2,965,890 from 2013 until December 31, 2016.


In 2014 the Company has had approved expenditures from MLSA of DKK 5,470,428 which is made up of exploration expenditures of DKK 3,646,952 and a general supplement of DKK 1,823,476.The exploration obligation for 2014 was DKK 2,388,150. The Company carried credits from 2012 of DKK 1,945,569 and 2013 of DKK 2,965,890 with a credit balance of DKK 7,993,737 at the end of 2014.


For both licenses, future required minimum eligible exploration expenses will be adjusted each year on the basis of the change to the Danish Consumer Price Index.


ShouldFor both licenses, at the Company not incur the minimum eligible exploration expenses on either license in any one year from years 2-5, the Company may pay 50%expiration of the difference in cash to BMP as full compensation for that year. This procedure may not be used for more than 2 consecutive calendar years and to December 31, 2012, the Company has not used the procedure for either license.


After year 5, the Company may apply for an additional 5 years for either license. Thereafter,second licence period (years 6-10), the Company may apply for a licensenew 3-year licence for upyears 11 to 613. Thereafter, the Company may apply 3 times for additional years, in 2 year license increments.3-year licenses for a total of 9 additional years. The Company will be required to pay additional license fees and will be obligated to incur minimum eligible exploration expenses for such years.


For both licenses, future required minimum exploration expenditures will be adjusted each year on the basis of the change to the Danish Consumer Price Index.


The Company may terminate the licenses at any time; however any unfulfilled obligations according to the licenses will remain in force, regardless of the termination.




During the period 2011 to 2018, the Company has carried out extensive exploration drilling programs on the Maniitsoq property to search for Ni-Cu-Co-PGM sulphide deposits. Cumulative exploration expenditures totaled C$62.2 million as of December 31, 2018.

A NI 43-101 compliant Technical Report and updated 43-101 compliant Technical Report, both completed by J. F. Ravenelle and L. Weiershäuser, were completed in March 2016 and March 2017, respectively. Both reports were filed on SEDAR.

In conjunction2017, the Company implemented an $11.1M exploration program consisting of 8,767 metres of diamond drilling in 23 holes, two regional and four detailed induced polarisation (IP) surveys covering 13km2, surface and borehole electromagnetic (EM) surveys, borehole gyro, optical televiewer and physical properties surveys, a comprehensive review of geochemistry and petrology of the noritic intrusions, a surface geology sampling and mapping program, and 3D modeling of the mineral zones.

Based on field mapping, prospecting and re-examination of exploration results, the high-MgO parts of the larger Norite Province Intrusions with proximal zones of mineralization (e.g. P-004, P-058, Imiak Hill Complex occurrences) were identified as a possible source for the high nickel grade and tenor mineralization. The larger melanorite bdomains have the capacity to host more extensive zones of breccia and semi-massive sulphide mineralization in association with disseminated sulphides. Although the intrusions are extensively modified by deformation and metamorphism, the contacts and keels of the larger bodies provided focus to next phase of exploration work.

Exploration work in 2018 focussed on targeting the outer contacts and keels of differentiated intrusions containing significant amounts of melanorite. Work was prioritized intrusions at Fossilik, the Imiak Hill Complex, P-030, P-032, P-008 and Pingo which are believed to have good potential to host economic accumulations of Ni-Cu-Co-PGM sulphide mineralization.

The exploration program commenced in June and was completed in September 2018 with 14,288 m of drilling that targeted the roots of large intrusions with thick intervals of melanorite. The total meterage is an increase of 5,520 m from the 2017 program and surpassed the initial planned program of 12,500m.

A small but important intrusion comprising melanorite at the P-008 target south of Fossilik was identified. Two holes (MQ-18-162, MQ-18-163) were drilled to test the surface EM target and both intersected significant sulphide mineralization. A third hole, MQ-18-167, followed-up on holes MQ-18-162 and MQ-18-163 and indicate that the zone is more extensive at depth and extends into the footwall at the north wall of the intrusion. A BHEM survey has identified further targets at depth that were tested with DDH MQ-18-177. This hole deviated and was drilled outside of the plunge of the mineralization. Selected Drill and assay results are summarised in Table below.

Summary of drill and assay results, MQ-18-167.

TargetDrill HoleLocationIntercept
P-008MQ-18-167Fossilik7.50m @ 1.26% nickel, 0.24% copper,
0.05% Co and 0.47 g/t Pt+Pd+Au
including
5.10m @ 1.68% nickel, 0.29% copper,
0.06% cobalt and 0.63 g/t Pt+Pd+Au

Melanorite is the host for the majority of the highest-grade nickel mineralization comprising heavily disseminated, net-textured, breccia and massive sulphide mineralization. Targeting of these holes was accomplished using optimized deep-penetrating surface electromagnetic methods including borehole EM surveys to target the melanorite and keel zones of prioritized intrusions at Fossilik, P-030-31-32, P-008, Pingo and in the footprint of the Imiak Hill Complex. The extensive program of work has generated the data and samples required to add significant value to the Maniitsoq database and provides a basis to refine future exploration strategies.

New Mineral License – Carbonatite and Ikertoq(Greenland Mineral Exploration Licenses 2018/21and 2018/31)

On May 4, 2018 the Company was awarded an exploration license (2018/21; “Carbonatite”) over a highly prospective block of ground to the west of the Fossilik Intrusion in an area which has very limited nickel exploration and contains the Qeqertassaq carbonatite complex. The Company paid a license fee of $7 (DKK 31) upon granting of the SulussugutCarbonatite License. The Carbonatite License on August 12, 2011,is valid for 5 years until December 31, 2022, with December 31, 2018 being the first year.

Details of required work expenditures and accrued work credits are tabulated and given below.

Carbonatite License 2018/21(All amounts in table are expressed in thousands of DKK)

Exploration Commitment 2017  2018 
Fixed amount  -   165 
63 km2of DKK 1.650 per km2      104 
         
Exploration obligation  -   269 
         
Approved exploration expenditures  -   10,099 
Exploration obligation      - 
Credit from previous year  -   - 
         
Total Credit DKK  -   9,830 
         
Average Annual Rate DKK to CAD      0.2053 

Carry forward period:

a)   DKK 9,830     from 2018 until December 31, 2021

The Company entered into an arm’s length Intellectual Property and Data Acquisition Agreement (the “IP Acquisition Agreement”) with Hunter Minerals Pty Limited (“Hunter”) and Spar Resources Pty Limited (“Spar”). Pursuantmay terminate the licenses at any time; however, any unfulfilled obligations according to the IP Acquisition Agreement, Hunterlicenses will remain in force, regardless of the termination.

The work program for 2018 has consisted of compilation, field work, surface sampling for geochemistry, surface EM work in areas with possible norite-associated mineralization modified by the carbonatite complex and Spar agreeddrilling to sellevaluate the IP Rights topotential for strategic metals (Nb, Ta, and rare earth elements) in areas outside of the Company in considerationfocus areas of historic drilling.

Compilation work and re-interpretation of historic data for the Company paying $300,000 in cash ($150,000 to each of Hunter and Spar which is paid) and the issuing of 12,960,000 share purchase warrants, 6,480,000 to each of Hunter and Spar exercisable for a period of five years expiring on August 30, 2016. The warrants are exercisable at the following prices, 4,750,00015 km2 Qeqertassaq Carbonatite Complex, part of the warrants are at a price of $0.50 per share, 4,750,000 of the warrants are at a price of $0.70 per shareGreenland Norite Belt, was commenced on September 10. The purpose was to identify norite-hosted nickel sulphide targets and 3,460,000 of the warrants are at a price of $1.00 per share. The warrants are subject to an accelerated exercise provision in the event the Company relinquishes its interests in the Maniitsoq Licenses or any other mineral titles held within a defined area of interest without receiving consideration for such relinquishment. The granted warrants have been recorded at a fair value of $1,813,263 using the Black-Scholes option-pricing model. Granting to each of Hunter and Spar or their designates a 1.25% net smelter returns royalty, subject to rights of NAN to reduce both royalties to a 0.5% net smelter returns royalty upon payment to each of Hunter and Spar (or their designates) of $1,000,000 on or before the 60th day following a decision to commence commercial productionfocus exploration on the mineral properties. On August 30, 2011 the Company issued 200,000 common shares at $0.14 per sharepotential for a value of $28,000 as a finder’s fee on the Greenland project.


In August 2011, known showingsrare and strategic metals. Ground EM surveys were undertaken over targets identified from a compilation1995 GEOTEM airborne survey. Two drill holes for a total of historical data,553 m were examined bydrilled to test resultant conductive responses for potential nickel targets intersected stringers of barren pyrrhotite within a teamcarbonate-magnetite host rock in association with a thick interval of twomagnetite. A surface rock sampling and drilling program was initiated to three geologists plus a field assistant.assess the strategic metal potential for pyrochlore-hosted tantalum (Ta) and niobium (Nb). A total of 54 representative284 rock samples were collected from a zone of elevated Ta and submitted to Activation Laboratories for analysis. Drill cores from several Kryolitselskabet Oresund A/S drillNb correlated with historic airborne radiometric and magnetic anomalies at the margin of the Qeqertassaq Carbonatite Complex. Four holes were examined at a government core facility in Kangerlussuaq, Greenland. Rock samples from previously known occurrences assayed up to 3.35% Ni and confirmed previous sampling results by Kryolitselskabet Øresund A/S (1965-71, Cominco Ltd. (1995-96) and Falconbridge Greenland A/S (1993-2000).


Based on historical data and observations made during the field program, two areas, covering a total of 375 square kilometers, were selected for helicopter geophysical (electromagnetic and magnetic) surveying. SkyTEM ApS of Beder, Denmark was contracted to do the surveying, which commenced on September 17, 2011 and was completed on October 5, 2011. A total of 2,217 line-kilometers were flown. The quality of the data was monitored on a daily basis during the course of the survey by Condor Consulting of Lakewood, Colorado. A levelled, digital database was received from SkyTEM on November 17, 2011 and a complete logistical and processing report was received on December 6, 2011. Condor Consulting picked electromagnetic anomalies from the dataset. A total of 25 conductive zones, some corresponding to known nickel sulphide mineralization, were identified.


On December 27, 2011 the Company applied for a mineral exploration license covering approximately 142 square kilometers contiguous with its original license (2011/54).


In January and February 2012, Condor Consulting modeled 18 of the 25 conductive zones identified by the 2011 SkyTEM survey in three dimensions using Electromagnetic Imaging Technology’s Maxwell software package. Three of the eighteen modelled targets were selected for priority follow-up during the 2012 field season ahead of the first drill program on the property by the Company.


From June 7, 2012 to July 18, 2012 a helicopter electromagnetic survey, totaling 3,532 line-kilometers, was flown over portions of mineral exploration licenses 2011/54 and 2012/28. The survey was performed by Geotech Ltd. of Aurora, Ontario. The quality of the data was monitored on a daily basis during the course of the survey by Condor Consulting. A levelled, digital database was received from Geotech on July 31, 2012 and a complete logistical and processing report was received on August 29, 2012. A preliminary interpretation of the data was done between August 1 and 13, 2012.


A field camp was mobilized from Nuuk to the project area on August 13, 2012. Ground checking of geophysical anomalies identified from the SkyTEM and VTEM surveys commenced on August 15, 2012 and a total of 40 rock samples (including standards and blanks) were submitted for geochemical/assay analysis. A diamond drill was mobilized to the project on August 25, 2012 and nine holes totaling 1,551 meters were drilled to test selected electromagnetic anomalies identified from the SkyTEM and VTEM surveys. The drilling was performed by Cartwright Drilling Inc. of Goose Bay, Labrador and was done in four target areas:


Imiak Hill, Spotty Hill, Fossilik and P-59. The core was logged at the field camp and a total of 636 sawn core samples (including standards and blanks) were submitted for geochemical/assay analysis. Seven of the holes were surveyed with a three-component, down-hole electromagnetic probe operated by Crone Geophysics and Exploration Ltd. of Mississauga, Ontario. Geochemical/assay samples were submitted to Activation Laboratories Ltd. for analysis. Drilling was completed on September 16, 2012 and the drill and camp were demobilized from the project site by September 23, 2012. Analytical results from drill core and surface samples are pending.




On June 28, 2012, the Geological Survey of Denmark and Greenland announced that the Maniitsoq Structure, which the Company’s mineral exploration licenses cover a large portion of, is “The remains of a gigantic, 3 billion year old meteorite impact...” The paper concluded that the nickel-bearing Greenland Norite Belt, the focus of exploration for the Company, is directly related to this major geological event which is believed to be the oldest, and possibly the largest, such meteorite impact event so far recognized on Earth. The Company is working on the hypothesis that the impact created the extensive magma conduit system that now hosts the norite intrusions and Ni-Cu-Co-PGM mineralization.


On November 14, 2012, the Company announced the discovery of high grade nickel – copper mineralization at Imiak Hill. Two of the holes (MQ-12-001 and 002), both drilled on the same section, intersected significant sulphide mineralization. The mineralization in MQ-12-001 averaged 1.36% Ni, 0.52% Cu and 0.07% Co over 16.41 meters including 5.12 meters at 2.20% Ni, 0.55% Cu and 0.07% Co. The mineralization in MQ-12-002 averaged 0.55% Ni, 0.20% Cu and 0.02% Co over 66.08 meters and included 14.18 meters at 1.33% Ni, 0.38% Cu and 0.04% Co. Holes MQ-12-003 and 004 did not intersect any significant mineralization and down-hole electromagnetic surveys in the holes indicated that both passed beneath the plunge of the mineralization.


On December 3, 2012, the Company announced a new discovery at Spotty Hill consisting of nickel-copper and PGE mineralization. The mineralization starts 50 metres below surface and also below previous shallow drilling that was completed in 1960-70’s. MQ-12-005 intersected 123.94 meters (m) grading: 0.81% Nickel (Ni), 0.21% Copper (Cu), 0.03% Cobalt (Co) & 0.26 g/t Platinum (Pt) + Palladium (Pd) + Gold (Au).


On January 15, 2013, the Company announced the completion of all assay and geochemical analyses on samples from the 2012 drilling program. The results confirmed the existence of significant nickel + copper ± cobalt ±PGE mineralization at Imiak Hill and Spotty Hill.


Polished thin sections were prepared from selected rock samples in order to determine their mineralogy and petrology. Vancouver Petrographics analyzed the sections and submitted a report on their observations to the geological team.


On May 28, 2013 the Company announced that it had finalized the 2013 exploration plan for the Maniitsoq project. The plan called for a minimum of 3,000 meters of diamond drilling to follow-up on 2012 discoveries and to test new geological, geophysical and geochemical targets identified from a review of exploration datasets. Surface pulse time domain electromagnetic (PEM) surveys and 550 line-km of helicopter time domain, electromagnetic and magnetic surveying was also planned.


On June 11, 2013 the Company released results of a QEMSCAN (Quantitative Evaluation of Materials by Scanning Electron Microscopy) study performed on three samples of mineralized drill core: two from the Imiak Hill occurrence and one from the Spotty Hill occurrence. The study was done by SGS Canada Inc. at their Lakefield, Ontario facility. The objectives of the study were to identify and quantify the nickel, copper and cobalt-bearing minerals within the samples and to determine the liberation and association characteristics of the nickel and copper sulphides. The study indicated that all three samples show high potential nickel recovery and variable potential copper recovery. SGS’s complete report is posted on the Company’s website.


Field work at Maniitsoq commenced on June 15 and was completed on September 16. Twenty five diamond drill holes totaling 4,266 metres were drilled, 917.3 line-kilometers were surveyed with Geotech Ltd.’s helicopter borne VTEM time domain electromagnetic and magnetic system, and first pass field checking of all targets identified from the 2012 field work was completed. All but one of the diamond drill holes were surveyed with a three-component bore hole electromagnetic (BHEM) probe. The borehole surveying was done by Crone Geophysics and Exploration Ltd.


In an update released on August 23, 2013, the Company announced that near solid to solid sulphide mineralization was intersected by hole MQ-13-026 at Imiak Hill. The intersection occurred between approximately 142 and 159 metres vertically below surface and was correlated with Zone 30, one of three mineralized zones recognized to date at Imiak Hill (the other two being zones 10 and 20). On September 5, 2013 the Company announced that hole MQ-13-028 had intersected near solid to solid sulphide mineralization at a vertical depth of approximately 185 metres vertically below surface. This mineralization also correlated with Zone 30. The mineralization in MQ-13-028 is the deepest intersected to date at Imiak Hill and Zone 30 remains open at depth.


On September 12, 2013 the Company announced the discovery of significant mineralization at Imiak North, which is situated 950 metres north northeast of Imiak Hill and 1200 metres northwest of the Spotty Hill occurrence. Collectively, these three closely spaced occurrences are referred to as the Imiak Hill Conduit Complex (IHCC).




On September 26, 2013 the Company announced a new discovery within the Fossilik norite intrusion situated approximately 9 kilometers from the IHCC. The discovery was made by hole MQ-13-018, which intersected 4.53m @1.06% Ni, 0.23% Cu, 0.04% Co, 0.33 g/t Pt+Pd+Au starting at 51.8 metres down the hole. This zone remains open at depth and additional drilling is warranted.


On October 10, 2013, the Company reported that the mineralization intersected by hole MQ-13-026 at Imiak Hill averaged 3.25% nickel, 0.48% copper and 0.11% cobalt over a core length of 25.51 metres including 18.62 metres at 4.31% nickel, 0.62% copper and 0.14% cobalt. Assay results for holes MQ-13-024 and 019 were also announced. These holes intersected mineralization above hole MQ-13-026 and both holes returned significant assays including 14.90 metres grading 2.67% nickel, 0.39% copper and 0.09% cobalt in hole 024 and 8.68 metres grading 1.53% nickel, 0.43% copper and 0.06% cobalt in hole 019. Eight regional exploration holes were also announced for a total of 1,163 metres testing VTEM anomalies.


On October 23, 2013, the Company announced that high grade nickel mineralization intersected by hole MQ-13-029 at Imiak North averaged 4.65% nickel over a core length of 9.99 metres. Hole MQ-13-027, also drilled at Imiak North intersected 64.11 metres grading 0.45% nickel and 0.20% copper. Hole MQ-13-022 drilled at Spotty Hill returned 20.07 metres grading 0.68% nickel, 0.28% copper and 0.32g/t Pt+Pd+Au.


On November 7, 2013, the Company announced results from hole MQ-13-028, the deepest hole at Imiak Hill (180 metres vertically below surface) grading 3.19% nickel, 1.14% copper and 0.11% cobalt over 24.75 metres core length. The mineralization remains open at depth.


On November 21, 2013, the Company announced a new discovery at target P-13 from hole MQ-13-032 grading 0.44% nickel, 0.20% copper over 6.51 metres core length. Follow-up work is planned for 2014.


On December 2, 2013, the Company announced 100 new electromagnetic – exploration targets had been identified at Maniitsoq as a result of the latest helicopter-borne survey.


On March 3, 2014 the Company announced that Air Greenland was awarded the helicopter contract to provide field support for our exploration program in 2014. Planning is on-going for deep penetrating electromagnetic and gravity surveys as well as camp logistic contracts.


On March 19, 2014 the Company announced Crone Geophysics was awarded the surface electromagnetic and gravity surveys over the Imiak Hill Complex and Fossilik areas. The surveys will be completed on 200 metre line spacing as is designed to search for deep anomalies.


On April 3, 2014 the Company awarded the drilling contract to Cartwright Drilling Inc. and logistics and camp services to Xploration Services ApS for the upcoming field season.


On April 17, 2014 the Company announced the starting of surface geophysical programs consisting of time-domain electromagnetics and gravity.


On May 15, 2014 the Company announced hiring Patricia Tirschmann as Principal Nickel Geologist for the company with a focus on reviewing all technical data while focusing on the zone drilling at Imiak Hill Complex.


The Company mobilized drill equipment and an enlarged geological team to Nuuk. Crone Geophysics completed gravity surveys taking measurements at 655 stations and also completed 67 km of surface Time Domain Electromagnetic surveys at the Imiak Hill Complex (IHC).


On June 19, 2014, drilling was commenced with one drill focusing on the Imiak Hill Complex (IHC). A second drill will be mobilized to the site in three weeks to be used testing regional mineralized targets.


On July 22, 2014, the Company announced new TDEM anomalies had been identified at the IHC and that the gravity surveys were able to outline noritic intrusions in the subsurface.


On August 5, 2014, the Company announced geological mapping and second drill rig added to the Maniitsoq project. Geological mapping will focus at IHC and Fossilik areas.


On August 20, 2014, the Company announced an exploration update and 11.03 metres of 3.07% nickel intersected at Imiak Hill. Spotty Hill and regional target P-13 intersected semi-massive sulphides at these two locations.




On September 16, 2014, the Company announced an exploration update on the 2014 field season. Thirty – nine drill holes and one deepened hole were completed totaling 8,773 meters. Detailed structural mapping by Dr. John Fedorowich contributed significantly to the geological understanding of the structurally complex area at IHC. Mylonite zones were mapped and some of these zones truncate the Imiak Hill mineralization around the 200-210 metre level, with the sense of off-set not fully understood.


On September 29, 2014, the Company announced new regional discoveries at targets P-058, P-149, P-004, P-013, P-030 and P-053. Highlights include MQ-14-054 intersected 1.72% Ni and 0.26% Cu over 5.58 metres, MQ-14-041 intersected 0.36% Ni and 0.17% Cu and 0.15 g/t Pt+Pd+Au over 23.2 meters and hole MQ-14-051 intersected 0.94% Ni, 0.17% Cu and 0.99 g/t Pt+Pd+Au over 4.31 meters.


On October 20, 2014, the Company announced 2.98% Ni, 0.59% Cu and 0.86 g/t PGM over 8.55 metres and 1.69% Ni, 0.34% Cu and 0.50 g/t TPM over 10.60 metres at Spotty Hill.


On November 3, 2014, the Company reported new multiple nickel sulphide intersections at target P-013. MQ-14-066 returned 5.85 metres of 2.07% Ni and 0.12%Cu and MQ-14-068 returned 3.40 metres of 2.07% Ni and 0.34% Cu in net textured to semi-massive sulphides.


On November 11, 2014 the Company announced new nickel sulphide discoveries from the southern portion of the Maniitsoq project. Highlights included 20.10 metres of 0.63% Ni and 0.20% Cu in hole MQ-14-070 at target P-030 and 0.24 metres of 0.85% Ni and 1.80% Cu in hole MQ-14-071 at target P-053.


On November 17, 2014 the Company reports high grade nickel sulphides at Imiak Hill Complex (IHC). At Imiak Hill drill hole MQ-14-072 intersected 16.35 metres of 2.51% Ni and 0.77% Cu. This hole confirmed the mineralization in zone 10 between holes historical hole IM-9 and MQ-14-037. At Mikissoq drill hole MQ-14-073 intersected 61.35 metres of 0.63% Ni and 0.18% Cu confirming the steep northeasterly plunge.


On March 2, 2015, the Company announced potential high nickel recoveries utilizing SGS Canada Inc. QEMSCAN (Quantitative Evaluation of Minerals by Scanning Electron Microscopy) on its regional targets. Pentlandite was found to be the main nickel-bearing mineral in each sample with nickel contents ranging from 90.1 to 93.1%. Potential recoveries ranged from 96.1 to 97.2% based on liberation, association and exposed characteristics of crushed samples that were stage pulverized to 90% passing 150µm.


In September, 2015 the Company announced several new nickel sulphide intersections including:


·

MQ-15-075: 1.06% nickel, 0.24% copper and 0.31 g/t platinum+palladium+gold over 15.55 metres including 1.77% nickel, 0.23% copper and 0.46 g/t platinum+palladium+gold over 6.0 metres at Spotty Hill. These results extended the mineralization by 80m in down plunge direction.

·

MQ-15-078: 1.16% Ni, 1.00% Cu and 0.27 g/t TPM over 12.15 metres at P-059 (Fossilik area)

·

MQ-15-079: 1.03% nickel and 0.39% copper over 10.65 metres at P-013

·

MQ-15-082: 1.98% nickel and 0.62% copper over 23.70 metres at P-053.


An exploration update was announced by the Company in November 2015 announcing the completion of the summer program at Maniitsoq. Thirty (30) holes were drilled for a total of 5,6551,305 m to assess this zone. Assay results are pending. A report on the strategic metal potential of the Qeqertassaq carbonatite was commissioned, and emphasis was placed on understanding the upside potential of the light rare earth element vein system, the Nb mineralization, and the potential for Ta mineralization is association with soeviite series rocks.

A second new exploration license (2018/31; “Ikertoq”) was awarded to the Company on May 4, 2018 in an area approximately 110 km north of the Maniitsoq project. This area was intermittently explored by Kryolitselskabet Øresund (“KO”), Greenland Gold Resources and Northern Shield Resources. As of December 31, 2018, the license was relinquished due to no further plans to carry exploration work.

Sudbury nickel properties:

The Sudbury properties currently being explored by North American Nickel are exploration properties without mineral resources or reserves. All properties can be readily accessed by paved and/or all-weather gravel roads and have access to water and diesel-power for exploration purposes. Sudbury is considered a world class nickel district. Multiple Ni-Cu-PGM deposits and past and currently producing mines are associated with the Sudbury Igneous Complex. Global nickel resources have been estimated at 1648 million tonnes at a grade of 1.20% nickel. The Sudbury properties have unique geologic characteristics of the Sudbury Basin. Quart Diorite and Sudbury Breccia, two lithologies that commonly host Sudbury nickel-copper-PGM (platinum group metal) mineralization, have been identified on the Post Creek property. The Sudbury properties are strategically located near the Whistle Offset Dyke structure hosting the past-producing Podolsky Cu-Ni-PGM mine owned by KGHM Polska Miedź S.A. (KGHM). A location map for the properties is given below.

 

Post Creek: The Company entered into an option agreement in April 2010, subsequently amended in March 2013, to acquire rights to Post Creek Property located within the Sudbury Mining District of Ontario. On August 1, 2015, the company has completed the required consideration and acquired 100% interest in the property. the Company is obligated to pay advances on the NSR of $10 per annum, which will be deducted from any payments to be made under the NSR.

The property is located 35 kilometres east of Sudbury in Norman, Parkin, Alymer and Rathburn townships and consists of 39 unpatented mining claims in two separate blocks, covering a total area of 912 hectares held by the Company. The center of the property occurs at UTM coordinates 513000mE, 5184500mN (WGS84, UTM Zone 17N). The Post Creek property lies adjacent to the Whistle Offset Dyke Structure which hosts the past—producing Whistle Offset and Podolsky Cu-Ni-PGM mines. Post Creek lies along an interpreted northeast extension of the Whistle Offset Dyke trend. Offset Dykes and Footwall deposits account for a significant portion of all ore mined in the Sudbury nickel district and, as such, represent favorable exploration targets. Key lithologies are Quartz Diorite related to Offset Dykes and Sudbury Breccia associated with Footwall deposits.

Previous operators completed geological, geophysical and Mobile Metal Ion soil geochemical surveys. Highlights of this work included:

A drill intersection returning 0.48% copper, 0.08% nickel, 0.054 grams/tonne palladium, 0.034 grams/tonne platinum and 0.020 grams/tonne gold over a core length of 0.66 metres; and
A grab sample from broken outcrop which returned 0.83% nickel, 0.74% copper, 0.07% cobalt, 2.24 grams/tonne Pt and 1.05 grams/tonne Pd.

A NI 43-101 compliant Technical Report was completed by Dr. Walter Peredery, formerly of INCO, in 2011 and subsequently accepted by the Securities Commission.

During the period 2011 to 2017, the Company carried out exploration programs comprising ground geophysics (magnetics and electromagnetics), diamond drilling (1,533 metres in 7 drillholes), borehole electromagnetic surveys, georeferencing of selected claim posts, prospecting, trenching, geological mapping, sampling and petrographic studies. This work has identified new occurrences of Quartz Diorite (dyke and Sudbury Breccia, both of which are geologically significant lithologies known to host ore deposits associated with the Sudbury structure. Ground traverses, trenching and mapping carried out in 2016 outlined a 6,696 line km helicopter-borneSudbury Breccia belt of at least 300 metres by 300 metres in size which lies along the same trend at the Whistle Offset Dyke located on KGHM property to the southwest. These findings support the potential for the Post Creek property to host both Footwall and Offset Dyke type deposits.

A two-hole drill program was completed in 2018 with the objectives of assessing magnetic and electromagnetic anomalies within a corridor of breccias and quartz diorite extending radially away from the Whistle Offset and to provide a platform for downhole geophysics. Both drill holes encountered a thick sequence of mafic volcanic rocks however quartz diorite, partially melted country rocks or Footwall-style mineralization were not encountered. DDH PC-18-021 did intersect a thick interval of volcanogenic massive sulphide-type sphalerite mineralization including:

7.50m @ 3.55% zinc and 0.82ppm silver including

3.70m @ 4.66% zinc and 0.58ppm silver and
0.8m @ 10.96% zinc and 3.05ppm silver

Multiple BHEM anomalies were detected both north and south of the zinc mineralization and are potential drill targets.

Hole PC-18-022 tested the possible strike extension of the Whistle Offset in a broad corridor of Sudbury Breccia and was collared in an area of anomalous copper values in outcrop within a well-defined ground magnetic geophysical survey (AEM) was completed. Numerous targetanomaly. A thick sequence of mafic volcanic rocks overprinted with locally developed shear and breccia zones were assessedintersected. One of the shear zones hosted vein-type chalcopyrite mineralization. A strongly magnetic, highly altered ultramafic unit is responsible for the observed magnetic anomaly.

Location of the Post Creek VTEM magnetic and electromagnetic (EM) anomalies, 2018 drill holes and significant assay results.

 

Halcyon: The property is located 35 Km NNE of Sudbury in the Parkin and Alymer townships and consists of 53 unpatented mining claims covering an area of approximately 864 hectares. Halcyon is adjacent to the Post Creek property and is located approximately 2 kilometers north of the Whistle Offset Dyke structure and the past-producing Podolsky mine of KGHM. Previous operators on the property defined numerous conductive zones based on induced polarization (IP) surveys with 61.7 line kmcoincident anomalous soil geochemistry. Base and precious metal mineralization have been found in multiple locations on the property but follow-up work was never done. The former producing Milnet Mine (nickel-copper-cobalt-platinum) is situated 1 kilometre north of surfacethe property.

During the period 2011 to 2017, the Company carried out a small amount of exploration including ground geophysics (magnetics and electromagnetics), diamond drilling (301 metres in 1 drillhole), a borehole electromagnetic and gravity surveys. Asurvey, georeferencing of selected claim posts, prospecting, geological mapping, sampling and prospecting programpetrographic studies. The single hole located on the southeast corner of the property was initiateddrilled with the purpose of providing geological information and state-of-the-art Worldview-3 satellite datato provide a platform for bore hole pulse EM (“BHPEM”). No anomalies were detected although quartz diorite breccia and partial melt material with 2-3% disseminated pyrrhotite and chalcopyrite was intersected over short core lengths. The property is strategically located adjacent to the Company’s Post Creek property, located immediately to the south, where new occurrences of both Quartz Diorite and Sudbury Breccia have been identified.

As at the date of this MD&A, the company holds 100% interest in Halcyon Property and is obligated to pay advances on the NSR of $8 per annum, which will be deducted from any payments to be made under the NSR.

Quetico:During 2018, the Company acquired 757 claims known as Quetico located within the Sudbury Mining District of Ontario. The Company incurred total acquisition and exploration related costs of $64.

US Nickel Property

Section 35: on January 4, 2016, the Company made and entered into a 10 year Metallic Minerals Lease (the “Lease”) with the Michigan Department of Natural Resources for an area covering approximately 320 acres. The terms of the Lease require an annual rental fee at a rate of US $3.00 per acre for years 1-5 and at a rate of US $6.00 per acre for years 6-10. The Company shall pay a minimum royalty at a rate of US $10.00 per acre for the 11th year onwards, with an increase of an additional US $5.00 per acre per year up to a maximum of US $55.00 per acre per year. A production royalty of between 2% - 2.5% is payable from production of minerals and/or mineral products from an established mining operation area. The Company paid the first year rental fee and the required reclamation deposit of $14 (US $10). The Department of Natural Resources shall annually review the level of the reclamation deposit and shall require the amount to be increased or decreased to reflect changes in the cost of future reclamation of the leased premises.

The Section 35 property is strategically located 6 kilometres northwest of the Lundin Mining Corporation’s Eagle Ni-Cu-PGM mine. The property was acquired fordue to its position over a portion of the entireNorth Sill which is an ultramafic intrusion interpreted to be of a similar age and geochemical signature to the intrusion hosting the Eagle Mine. The Company has not yet carried out any exploration on the property. Highlights from these efforts include 77 additional targets from the AEM survey, six regional nickel-copper targets were expanded and the Spotty Hill zone was extended by 80 metres down-plunge.





ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto included herein (see also "Selected“Selected Financial Data"Data”). The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”).


Overview


WithNorth American Nickel is an international mineral exploration and resource development company listed on the acquisition of PFG effective June 30, 2006,TSX Venture Exchange (“TSXV”) as at May 3, 2011 trading under the Company’s primary focus shifted to mineral resource exploration operations rather than acquisitions. In April 2010, base metals became the main target commodity.symbol NAN. The Company’s management team, affiliatesprincipal asset is its Maniitsoq Property, in southwestern Greenland, a district scale land position. The Company is focussing its resources on exploration and directors have special expertiseresource development of its Maniitsoq nickel-copper-cobalt-precious metal sulphide project (“Ni-Co-Co-PM”) but it also has an active program of project generation in North America and exploration projects at Post Creek and Halcyon in the areasfootwall of operations, due diligence, financial analysis and corporate finance strategy with respect to emerging growth enterprises.the Sudbury Igneous Complex.


A. Operating Results


Historically, theThe Company is an exploration and development stage entity and has not yet achieved profitable operations. The Company has shown losses for the past several years. These losses result largely from having no revenue and significant exploration and administrative expenses related to operations. Prior to the 2006 completion of the PFG acquisition, the expenses of the Company were almost completely related to satisfying regulatory requirements, including the annual meeting, financial reporting, communications with shareholders; and seeking and evaluating acquisition prospects for suitability and ability to attract financing.


The Company will continue in the exploration business. The Company in December 2013 decided not to further pursue the 100% owned Thompson North Property which is part of the Thompson Nickel Beltbusiness and will allow the claims to lapse in 2014. The Company will also continue in the explorationfocusing on the acquired a large Ni-Cu-PGE land packagedevelopment of its camp scale Maniitsoq Project in Greenland.


As a result of initiatives that were commenced on April 6, 2010, activities shifted from the Bissett area and precious metals, to base metals in and around Sudbury Ontario. As of August 15, 2011, activities also included work on an exploration program on the Sulussugut License insouth-western Greenland and as of March 4, 2012, activities also included work on an exploration program on the Ininngui License in Greenland.


Business overview


With the April 2010 entry into base metal exploration the Company is effectively a new company with its first focus on its Sudbury and Greenland properties. The Post Creek Property in Sudbury, Ontario.

Net loss for FY 2018 was $3,022, higher by $143 compared to a loss of $2,879 in FY 2017. The higher loss in FY 2018 was mainly driven by property is strategically located adjacent to the producing Podolsky copper-nickel-platinum group metal deposit of FNX Mining. The center of the property occurs at UTM coordinates 510217m E, 5182584m N (NAD83 UTM Zone 17N. The property lies along the extension of the Whistle Offset dike structure, which is a major geological control for Ni-Cu-PGM mineralization. The Company also has rights to explore the Halcyon property in the Sudbury area. The Company also was granted an exploration licence (the “Sulussugut Licence”) by the Bureau of Minerals and Petroleum (“BMP”) of Greenland for exclusive exploration rights of an area located near Sulussugut, Greeland and in 2012 the Company applied for and received a mineral exploration licence covering approximately 142 square kilometers contiguous with its original licence (2011/54). The two Greenland licences give the Company the exclusive right to explore for any commodity except for radioactive minerals and hydrocarbons over a 4,983 km2 area on the southwest coast of Greenland centered at 65° 52 ' N latitude and 51° 52 ' W longitude. The area contains numerous historical nickel-copper sulphide occurrences associated with mafic-ultramafic intrusions.

.

Fluctuations in Results


The Company’s annual operating results fluctuate, a little and revenues at this point are not generated. Expenses fluctuate on the basis of costs for exploration and related activities, and the ever increasing administrative and otherinvestigation costs of complying with the various regulatory requirements$216 in FY 2018 compared to $nil in FY 2017 and higher foreign exchange loss in FY 2018 of a public company. We expect that these regulatory related expenses will continue$209 compared to increase due to the upward pressure on professional fees charged to reporting companies, resulting from changes to securities legislation throughout North America.$7 in FY 2017. The higher costs in FY 2018 were offset by lower administrative costs and higher interest income in FY 2018.


With the April 2010 entry into the arena of base metal exploration the Company expects to report significant additional expenses in the future related to the exploration activities undertaken in the Sudbury area of Ontario, and the Maniitsoq Property in Greenland. Following the sale of Outback Capital Inc., the Company has no further expenses related to exploration in the Bissett area.




B. Liquidity and Capital Resources


Since the Company is organized in Canada, the Company’s December 31, 20152018 financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS”).


As at December 31, 2015,2018, the Company had accumulated losses totaling $23,820,013$29,343 and a working capital of $2,682,397.$2,416. The continuation of the Company is dependent upon the continued financial support of shareholders as well as obtaining additional financing for the current and subsequent resource projects.


As noted, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might arise from uncertainty. The auditors’ report includes an explanatory paragraph disclosing the Company'sCompany’s ability to continue as a going concern.


As at December 31, 20152018 the Company had cash of $524,923,$339, short-term investments of $2,300,000 and working capital of $2,682,397.$2,500.


C. Research and development, patents and licenses, etc.


Not applicable

D. Trend information


The major trends impacting the company and its industry are lack of access to capital, caused by the severe global financial contraction, and the corresponding contraction of demand for most commodities. Only precious metals seemHowever, the long-term nickel market forecasts indicating a supply deficit developing due to have continuingpositive developments in the electric vehicle market as well as supply constrains by a protracted low level of investment in mine expansion, exploration and possibly increasing demand.development of new nickel mine. The Company believes that it is a good time to acquire nickel exploration and development projects that could be developed assuming conservative long-term nickel prices.

 

Impact of Inflation


The Company believes that inflation had minimal effect on costs related to its exploration activities in the 12 months ending December 31, 2015.2018.

 

Quantitative and Qualitative Disclosures about Market Risk


Not applicable to the Company.


E. Off-balance sheet arrangements


Not applicable


F. Tabular disclosure of contractual obligations


Not applicable


Critical Accounting Policies and Estimates


Basis of preparation and accounting policies


The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).


These financial statements have been prepared on an accrual basis and are based on historical costs, modified where applicable. The financial statements are presented in Canadian dollars, unless otherwise noted, which, is the Company’s functional currency.




Significant estimates and assumptions


The preparation of financial statements in accordance with IFRS requires the Company to make estimates and assumptions concerning the future. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised.


Estimates and assumptions where there is significant risk of material adjustments to assets and liabilities in future accounting periods include the useful lives of equipment, the recoverability of the carrying value of exploration and evaluation assets, fair value measurements for financial instruments, the recoverability and measurement of deferred tax assets and provisions for restoration and environmental obligations.


Significant judgments


The preparation of financial statements in accordance with IFRS requires the Company to make judgments, apart from those involving estimates, in applying accounting policies. The most significant judgments in applying the Company’s financial statements include:


·

the assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;

·

●    the classification / allocation of expenditures as exploration and evaluation expenditures or operating expenses;

·

●    the classification of financial instruments; and

·

●    the determination of the functional currency of the Company.


Foreign currency translation


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


Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the statement of comprehensive income in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.


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


Exploration and evaluation assets


Exploration and evaluation assets include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are initially capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss.


Government tax credits received are recorded as a reduction to the cumulative costs incurred and capitalized on the related property.


Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts, events and circumstances suggest that the carrying amount exceeds the recoverable amount.


Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within equipment.


Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.




The Company may occasionally enter into farm-out arrangements, whereby it will transfer part of the interest, as consideration, for an agreement by the farmee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the farmee on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess consideration accounted for in profit.


When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written off to the statement of comprehensive loss/income.


Restoration and environmental obligations


The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates is capitalized to exploration and evaluation assets along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The restoration asset will be depreciated on the same basis as other mining assets.


These changes are recorded directly to mining assets with a corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.


Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for the period.


The net present value of restoration costs arising from subsequent site damage that is incurred on an ongoing basis during production are charged to profit or loss in the period incurred.


The costs of restoration projects included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration and evaluation assets.


Impairment of assets


Impairment tests on intangible assets with indefinite useful economic lives are undertaken annually at the financial year-end. Other non-financial assets, including exploration and evaluation assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly.


Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets.


An impairment loss is charged to the profit or loss, except to the extent they reverse gains previously recognized in other comprehensive loss/income.


Financial instruments


The Company classifies its financial instruments in the following categories: at fair value through profit or loss, loans and receivables, held-to-maturity investments, available-for-sale and financial liabilities. The classification depends on the purpose for which the financial instruments were acquired. Management determines the classification of its financial instruments at initial recognition.


Financial assets are classified at fair value through profit or loss when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss.




The Company has classified cash, short-term investments and receivables as loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortized cost. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets.


Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company’s intention to hold these investments to maturity. They are subsequently measured at amortized cost. Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period.


Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not suitable to be classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments and are subsequently measured at fair value. These are included in current assets. Unrealized gains and losses are recognized in other comprehensive income, except for impairment losses and foreign exchange gains and losses.


The Company has classified its trade payable as other financial liabilities. Subsequent to initial recognition, trade payable and are measured at amortized cost using the effective interest rate method.


Regular purchases and sales of financial assets are recognized on the trade-date the date on which the group commits to purchase the asset.


Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership.


At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a significant and prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen.


Loss per share


The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on loss per common share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period.


Basic loss per common share is calculated using the weighted average number of common shares outstanding during the period and does not include outstanding options and warrants. Dilutive loss per common share is not presented differently from basic loss per share as the conversion of outstanding stock options and warrants into common shares would be anti-dilutive.


Income taxes


Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it arises in a business combination, or from items recognized directly in equity or other comprehensive loss/income.


Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.


Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.


Deferred income tax is provided using the asset and liability method of temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.


The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.




Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.


Deferred income tax assets and deferred income tax liabilities are offset, only if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.


Share-based payments


Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is recognized over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these non-vesting and market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.


Where the terms and conditions of options are modified, the increase in the fair value of the options, measured immediately before and after the modification, is also recognized over the remaining vesting period.


Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. Amounts related to the issuance of shares are recorded as a reduction of share capital.


When the value of goods and services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.


All equity-settled share basedshare-based payments are reflected in share-based payments reserve, until exercised. Upon exercise shares are issued from treasury and the amount reflected in share-based payments reserve is credited to share capital along with any consideration paid.


Share capital


The Company’s common shares, preferred shares, share warrants and flow-through shares are classified as equity instruments.


Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.


Proceeds received on the issuance of units, consisting of common shares and warrants are allocated to share capital.


Future Accounting Changes

The Company has not early adopted these revised standards and is currently assessing the impact that these standards will have on its financial statements.


Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.


New standard IFRS 9 “Financial Instruments”16 “Leases”


This new standard isIFRS 16 replaces current guidance in IAS 17. Under IAS 17, lessees were required to make a partial replacement of IAS 39 “Financial Instruments: Recognitiondistinction between afinance lease (on the balance sheet) and Measurement”an operating lease (off balance sheet). IFRS 9 introduces new requirements16 now requires lessees to recognize a lease liability reflecting future lease payments and a “right-of-use asset” for virtually all lease contracts. The IASB has included an optional exemption for certain short-term leases and leases of low value assets, however this exemption can only be applied by lessees. The standard applies to annual periods beginning on or after January 1, 2019, with earlier application permitted. The adoption of this standard will not result in any impact to the classificationCompany’s financial statements.

IFRIC 23 – “Uncertainty over Income Tax Treatments”

In June 2017, the IFRS Interpretations Committee of the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments (IFRIC 23). The interpretation provides guidance on the accounting for current and measurement of financialdeferred tax liabilities and assets additional changes relating to financial liabilities, a new general hedge accounting standardin circumstances in which will align hedge accounting more closely with risk management.there is uncertainty over income tax treatments. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9Interpretation is effectiveapplicable for annual periods beginning on or after January 1, 2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The adoption of these standards and interpretations is not expected to have a material effect on the Company’s future results and financial position.

Amendments to References to the Conceptual Framework in IFRS Standards

On March 29, 2018 the International Accounting Standards Board (“IASB”) issued a revised version of its Conceptual Framework for Financial Reporting (the Framework), that underpins IFRS Standards. The IASB also issued Amendments to References to the Conceptual Framework in IFRS Standards (the Amendments) to update references in IFRS Standards to previous versions of the Conceptual Framework. Both documents are effective from January 1, 2020 with early adoptionearlier application permitted.




Some Standards include references to the 1989 and 2010 versions of the Framework. The IASB has published a separate document which contains consequential amendments to affected Standards so that they refer to the new Framework, with the exception of IFRS 3 Business Combinations which continues to refer to both the 1989 and 2010 Frameworks. The Company does not intend to adopt the Amendments in its financial statements before the annual period beginning on January 1, 2020. The extent of the impact of the change has not yet been determined.

IAS 1 - Presentation of Financial Statements and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

In October 2018, the IASB issued amendments to International Accounting Standard (“IAS”) 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. The amendments are to clarify the definition of ‘material’ and to align the definition used in the Conceptual Framework and the standards themselves. The amendments are effective January 2020. The Company is evaluating the impact of the adoption of these amendments.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


It should be noted that the management discussed below is primarily involved with the Company’s current activities. As the Company concludes an acquisition or merger, or embarks on any other type of project, additional personnel with differing areas of expertise will be utilized. Directors are elected annually by a majority vote of the shareholders and hold office until the next general meeting of the shareholders. Officers are appointed by, and serve at the discretion of, the board of directors. The names, place of residence, positions within the Company and the principal occupations of the directors and senior officers of the Company are set out below.


A. Directors and senior management.


Name, Municipality of Residence


Principal Occupation and Position
and Position with the Corporation

Age

Principal Occupation and Position Age

During the Past Five Years

Douglas E. Ford (1)


West Vancouver,
B.C., Director

52

55

Director since September 10, 1992; General Manager of Dockside Capital, a private merchant banking and venture capital firm, from 1987 to present.

Keith Morrison

Oakville,
Burlington, On


Director, Chief Executive Officer

56

Director and CEO of Gedex Inc. 2008-2014, 59

Director of Marengo Mining Limited 2011-Present,Era Resources Inc. 2011-2017, Non-Executive Chairman of Security Devices International Inc. 2014-Present.

2014-2017, Non-Executive Chairman of Osgood Mountain Gold Ltd. August 2016 — 2017, Non-Executive chairman of ZEN Graphene Solution Ltd. 2018-2018.

John Roozendaal

Brandon, MB, Director

48

President of VMS Ventures Inc. from 2000 – present, President of Harvest Gold Corporation from 2005 –2015.  

Mark Fedikow


Winnipeg, MB
President

63

66

President of Mount Morgan Resources Ltd. 2001 present
Director and VP of Exploration and Technical Services for VMS Ventures Inc. 2008 – present,— April 2015, Director and VP of Exploration IMetal Resources Inc. 2004-Present.

Janet Huang
NingDe, China

Director

41
Head of Internal Audit for Contemporary Amperex Technology Limited (CATL) 2018-Present Investment Manager of CATL, 2016-2018

James Clucas

North Vancouver, BC, Director

73

Director of Search Minerals Inc. from June 2009 – present; Chairman of International Nickel Ventures Corp. from 2007-2012

Edward D. Ford (1)

Whistler, B.C., Director

80

Director since March 20, 1990; also has devoted a portion of his time to investment activities and as President of Dockside Capital, a private merchant banking and venture capital firm, for more than the last five years; chartered accountant for more than 40 years.

Gilbert Clark

Montreal, QC,
Le Rouret, France
Director

46

49

Managing Director 2003 - 2014 of European Mining Services, Private Mining Consultancy, Consultant Geologist with The Sentient Group 2010 - Present, Director of North American Nickel May 2012 - Present,2013, Senior Investment Advisor and Director of Sentient Asset Management Canada September 20132013-2016, Director of North American Nickel May 2012 - Present, Director of Mawson Resources LimitedPrivate Mining & Mining Finance Consultant January 2014 -2017 — Present.

John Sabine


Toronto, On
Director, Chairman

70

73

Counsel to Bennett Jones LLP 2013-Present, Counsel to Dentons LLP 2001-2013, Director of Lipari Energy Inc. 2011-2013, Uranium One Inc. 2013-2015, Algold Resources 2013-Present, and Seabridge Gold Inc. 2014-Present, Chairman, North American Nickel Inc. 2014-Present.

Neil Richardson

Callander, On

Chief Operating Officer

49

COO with VMS Ventures Inc. October 2010 – Present, COO with North American Nickel Inc. September 2012 – Present. Exploration Manager with Murgor Resources Ltd. January 2007 – September 2010.

Cheryl Messier

North Vancouver, B.C.

Chief Financial Officer

50

CFO since September 6, 2012, Director of VMS Ventures Inc. 2009 – 2015.  

Christopher Messina


New York, NY
Director

44

 Senior Vice President, Business Development at Arria NLG plc; advisor47

Advisor to a number of technology companies in the big data analytics, and artificial intelligence, shipping, commodities and cyber security industries.

Sarah-Wenjia Zhu
Montreal, QC
Chief Financial Officer
44CFO since May 22, 2018, North American Nickel Inc., formerly an investment manager at The Sentient Group 2009-2017; Equity analyst/associate at PE fund and bank 2007-2009; Deloitte China 1998-2003


(1) Edward Ford is the father of Douglas Ford.




B. Compensation.


Management compensation is determined by the board of directors based on competitive prices for services provided. During the year ended December 31, 2015,2018, directors and officers, including private companies controlled by directors and officers, as a group, paid or accrued a total of $546,962$747 in management fees, paid or accrued a total of $166,143$181 in geological consulting fees.salaries. See “Item 7. Major Shareholders and Related Party Transactions” for more detail on fees paid to members of management or to entities owned by them.


For the year ended December 31, 2015,2018, the Company paid $138,000$131 in compensation to Directors for acting as Directors. The Company does not have any pension or retirement plans, nor does the Company compensate its directors and officers by way of any material bonus or profit sharing plans. Directors, officers, employees and other key personnel of the Company may be compensated by way of stock options.


C. Board practices.


Pursuant to the provisions of theCompany Act (BC), the Company’s directors are elected annually at the regularly schedules annual general meeting of shareholders. Each elected director is elected for a one-year term unless he resigns prior to the expiry of his term.


The Company has no arrangements in place for provision of benefits to its directors or upon their termination.


The Board has five committees in place, four of which have been recently implemented:place:


Audit Committee is made-up of EdwardDouglas Ford James Clucas(Chair), Christopher Messina and Douglas Ford.Gilbert Clark. The Audit Committee is an operating committee of the board of directors responsible for the oversight of financial reporting and disclosure. On May 2, 2006, the Company’s board of directors adopted a new charter for the Audit Committee.


Corporate Governance Committee is made up of James Clucas, Douglas Ford, Gilbert Clark, and Secretary Cheryl Messier. The Corporate Governance Committee is responsible for reviewing and specifying the rules and procedures for making decisions in corporate affairs and establishing a complete Handbook for the company.


Compensation Committee is made up of EdwardChristopher Messina (Chair), Douglas Ford James Clucas,and Gilbert Clark and Secretary Cheryl Messier.Clark. In addition to salary, the compensation committee determines the level of stock option compensation and stock warrants granted within the corporation.


ComplianceSafety Committee is made up of Mark Fedikow and Neil Richardson.Keith Morrison (Chair), Doug Ford, Gilbert Clark. The purpose of the ComplianceSafety Committee is to overseehelp prevent injury and illness on the Company’s implementationjob; increase awareness of programs, policieshealth and procedures that are designedsafety issues among workers, supervisors, and managers; and develop strategies to respond tomake the various compliancework environment safe and regulatory risks facing the Company. The Compliance Committee meet on a regular basis to oversee the dissemination of all corporate material.healthy.


Technical Oversight Committee is made up of Gilbert Clark (Chair) and Mark Fedikow. The Technical Oversight Committee provides general oversight and support to the Geological team and identifies technical issues and tasks necessary to support the activities of the Company.


CSR committee is made of Keith Morrison and Mark Fedikow. The CSR committee is appointed to promote a culture that emphasizes and sets high standards for corporate social responsibility and reviews corporate performance against those standards.

D. Employees.


Effective at December 31, 20152018 the Company had elevenseven salaried employees.


E.Share ownership.


A total of ten percent (10%) of the common shares of the Company, outstanding from time to time, are reserved for the issuance of stock options pursuant to the Company’s Incentive Stock Option Plan. During the year 1,350,0006,425,000 stock options were granted to directors, consultants and employees. Other information on ownership is contained in the table below.




ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.


A. Major shareholders.


The following table sets forth certain information regarding beneficial ownership of the Company’s shares at December 31, 20152018 by (i) each person who is known to own beneficially more than 5% of the Company’s outstanding Common Stock, (ii) each of the Company’s directors and executive officers and (iii) all current directors and executive officers as a group. The table does not reflect common shares held of record by depositories but does include currently exercisable options and warrants which are included in the calculation of percentage of class ownership for each individual holder. As of December 31, 20152018, there were 207,629,506787,928,500 common shares issued and outstanding, 9,472,500590,931 preferred shares outstanding, 25,945,500 exercisable options, 27,738,344257,972,836 warrants which fully diluted is 244,840,350. Each of the listed persons may be reached at the Company’s head offices or #500 – 200 West Esplanade, North Vancouver, BC, V7M 1A4, telephone (604) 986-2020.1,072,437,767.

Name of Beneficial Owner Amount of Shares  Percent 
Principal Holders        
Sentient Group GP IV  369,809,820   46.93%
Contemporary Amperex Technology Ltd. (CATL)  200,000,000   25.38%
Officers and Directors        
Douglas Ford  557,600(1)    
Keith Morrison  1,033,333     
Mark Fedikow  2,517,666(2)    
Gilbert Clark  170,046     
John Sabine  1,043,942     
Christopher Messina  260,000     
Sarah-Wenjia Zhu  40,000     
All Officers and Directors as a Group (8 persons)  5,622,587   0.71%

 

Name of Beneficial Owner

Amount of Shares

 

Percent

Principal Holders

 

 

 

VMS Ventures Inc.

29,978,393

 

12.24%

Sentient Group GP IV

113,185,681

 

46.23%

 

 

 

 

Officers and Directors

 

 

 

Edward Ford

757,000

 

 

Douglas Ford

1,189,600

(1)

 

Keith Morrison

1,250,000

 

 

John Roozendaal

1,437,000

(2)

 

Mark Fedikow

2,600,000

(3)

 

James Clucas

725,000

 

 

Cheryl Messier

930,500

 

 

Gilbert Clark

549,819

 

 

Neil Richardson

1,077,500

 

 

John Sabine

690,912

 

 

Christopher Messina

250,000

 

 

All Officers and Directors as a Group (11 persons)

11,457,331

 

41.31%


(1) Includes 422,000 shares held through B.W.N. Oil Technologies Inc., 135,600 shares held through Dockside Capital Group Inc.


(2) Includes 690,000 shares held through 667961 BC Ltd.


(3) Includes 1,910,000 shares held through Lee River Resources Ltd.


During 2018, the Company closed a non-brokered private placement equity financing of 233,333,333 units at a price of $0.075 per unit and raised aggregate gross proceeds of $17,500. The Company issued 28,424,152 units for a private placement at $0.33 perincurred total share for proceeds of $9,379,970. In lieu of cash, 50,000 shares were issued as finder’s fees with a fair value of $16,500.Share issuance costs of $20,363 were incurred$579, of which $250 is recorded in relation to this private placement.trade payables at December 31, 2018.


B. Related party transactions.


Related party transactions were in the normal course of business and have been recorded at the exchange amount which is the fair value agreed to between the parties. Amounts due to related parties are unsecured, non-interest bearing and without specific terms of repayment.




During the year ended December 31, 2015 and prior years ending December 31, 2014 and 2013, the Company entered into transactions withRelated party balances - The following amounts due to related parties comprised of directors, officers and companies with common directors as follows:


Related party

Nature of transaction

Mount Morgan Resources Ltd.

Geological consulting fees provided by Mark Fedikow, President for a monthly retainer of $6,000. Effective June 16, 2014 Mark Fedikow was assigned interim CEO until December 2014. Effective September 1, 2015 Mark Fedikow was appointed a full-time employee position as President for an annual salary of $200,000

Dockside Capital Group Inc.

Management fees for services provided by 2 directors for a monthly retainer of $4,000.

VMS Ventures Inc.

Management fees for services provided by Rick Mark for a monthly retainer of $8,000, as amended April 1, 2013, CEO, effective June 15, 2014 Rick Mark resigned, Cheryl Messier for a monthly retainer of $5,750, effective November 30, 2015 Cheryl Messier resigned from VMS, effective January 1, 2014, CFO, Neil Richardson adjusted monthly retainer of $6,000, COO and shared administrative costs. Effective January 1, 2015 separate employee agreements were done for Neil and Cheryl separating both Companies. The North American Nickel Inc. agreements provided a monthly fee to Neil of $10,000 and a monthly fee to Cheryl of $5,750.

Jim Clucas

A stipend of $2,000 per month for an independent director.

667981 BC Ltd.

A stipend to John Roozendaal of $2,000 per month for an independent director.

John Sabine

A stipend of $3,000 per month for a director and executive chairman.

Keith Morrison

Appointed in December, 2014 CEO for a monthly retainer of $27,083.

Christopher Messina

A stipend of $2,000 per month for an independent director.


Includedare included in trade payables and accrued liabilities as at December 31, 2015 is $24,026 (December 31, 2014- $216,877) owing to,VMS Ventures Inc. for shared administrative costs

  December 31,  December 31,  December 31, 
  2018  2017  2016 
Directors and officers of the Company $1  $42  $2 
Companies controlled by directors of the Company         
  $1  $42  $2 

These amounts are unsecured, non-interest bearing and have no fixed terms of $15,926 and directors $8,100repayment.


Related party transactions —

During the year ended December 31, 2015,2018, the Company recorded $35,794 (2014$174 (2017 - $17,249)$244), (2016 - $347) in rent and utilities expense to VMS Ventures Inc. a company that is a significant shareholder and related through a common director, which is included in general and administrative expense.


During the year ended December 31, 2015, the Company recorded $216,895 (2014 - $nil) in legal fees ($182,305) and share issuance costs ($34,590) charged by a legal firm in which the Company’s chairman is a consultant.


ForDuring the year ended December 31, 2015,2018, the Company paid $546,962 (December 31, 2014recorded $Nil (2017 - $318,683)$Nil) (2016 - $16) in rent and utilities expense to VMS Ventures Inc. a company that was a significant shareholder and related through common directors, which was included in general and administrative expense.

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

Key management compensation was:

  December 31, 2018  December 31, 2017  December 31, 2016 
Geological consulting fees — expensed  104   35   6 
Geological consulting fees — capitalized  18   178   44 
Management fees — expensed  747   749   756 
Salaries - expensed  181   128   103 
Share-based payments  192   358   186 
Total  1,242   1,448   1,095 

a)Transactions with Sentient

On April 19, 2018, Sentient subscribed for management fees. Paid to Keith Morrison, CEO was $350,000, Mark Fedikow, President was $58,962 and paid to directors13,333,333 units of the private placement for stipends was $138,000.


Included in exploration and evaluation assets for the year endeda total purchase price of $1,000. As of December 31, 2015 is $94,039 (December 31, 2014 – $67,389) which2018, Sentient beneficially owns, or exercises control or direction over 369,809,820 common shares constituting approximately 46.93% of the currently issued and outstanding shares of the Company.

On August 15, 2017, Sentient subscribed for a total of 38,666,666 units under the private placement equity financing transaction for a total net proceeds of $2,900. As part of the subscription, Sentient was paid regarding geological feesgranted 19,333,333 common share purchase warrants exercisable at $0.12 until August 15, 2019.

On June 8, 2017, Sentient acquired 94,666,666 units in the equity financing as described in Note 10 for Neil Richardson, COOnet proceeds of $94,039.$7,100. As part of the Offering, Sentient was granted 47,333,333 common share purchase warrants exercisable at $0.12 until June 8, 2019.


Included in geological consulting fees for the year endedAs of December 31, 2015 is $72,104 (December2017, Sentient beneficially owns 356,476,487 common shares constituting approximately 64.27% of the currently issued and outstanding Common Shares.

b)Transaction with CATL

Contemporary Amperex Technology Limited (“CATL”) subscribed for 200,000,000 units of the private placement for a total purchase price of $15,000. At December 31, 2014 – $51,960) which Mount Morgan Resources Ltd. was paid $48,000 regarding geological fees for Mark Fedikow, President, $24,104 was paid regarding geological fees for Neil Richardson, COO.2018, CATL beneficially owns, or exercises control or direction over approximately 25.38% of the currently issued and outstanding shares of the Company. As per the subscription agreement, CATL has pre-emptive rights and the right to nominate one director to the board of directors of the Company.


C. Interests of experts and counsel


Not required.




ITEM 8. FINANCIAL INFORMATION


A. Consolidated Statements and Other Financial Information


See Item 17 and our financial statements and accompanying notes beginning on page F-1.


B. Significant Changes


The Company is not aware of any significant change since December 31, 20152018 that is not otherwise reported in this filing.


ITEM 9. THE OFFER AND LISTING


Effective December 21, 2006 our common shares became quoted on the United States OTC Bulletin Board, under the symbol “WSCRF”. On May 30, 2011 the common shares of the Company began trading under the symbol “NAN” on the TSX-V Venture Exchange. The table below sets forth the high and low prices expressed in Canadian dollars on the TSX-V and in United States dollars on the OTC in the United States for the Company’s common shares for the past five years, for each quarter for the last two fiscal years, and for the last six months. Note this trading data does not take into effect the 2-old for 1-new reverse split effected on April 20, 2010.


 

High

 

Low

High

 

Low

 

(Canadian Dollars)

(United States Dollars)

 

 

 

 

 

 

 

Last Five Fiscal Years

 

 

 

 

 

 

2015

0.28

 

0.08

0.23

 

0.06

2014

0.23

 

0.22

0.209

 

0.209

2013

0.25

 

0.25

0.226

 

0.22

2012

0.17

 

0.15

0.141

 

0.141

2011

0.12

 

0.12

0.09

 

0.09

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

Fourth Quarter ended December 31, 2015

0.19

 

0.08

0.14

 

0.06

Third Quarter ended September 30, 2015

0.23

 

0.12

0.18

 

0.10

Second Quarter ended June 30, 2015

0.26

 

0.18

0.21

 

0.15

First Quarter ended March 31, 2015

0.28

 

0.2

0.23

 

0.17

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

Fourth Quarter ended December 31, 2014

0.23

 

0.22

0.209

 

0.209

Third Quarter ended September 30, 2014

0.26

 

0.23

0.215

 

0.215

Second Quarter ended June 30, 2014

0.58

 

0.57

0.5487

 

0.5449

First Quarter ended March 31, 2014

0.36

 

0.32

0.3049

 

0.3032

 

 

 

 

 

 

 

Last Six Months

 

 

 

 

 

 

February 2016

0.09

 

0.07

0.07

 

0.06

January 2016

0.1

 

0.07

0.07

 

0.06

December 2015

0.12

 

0.09

0.08

 

0.06

November 2015

0.15

 

0.08

0.11

 

0.07

October 2015

0.19

 

0.14

0.14

 

0.10

September 2015

0.2

 

0.12

0.14

 

0.10


  High  Low  High  Low 
  (Canadian Dollars)  (United States Dollars) 
             
Last Five Fiscal Years                
2018  0.085   0.030   0.075   0.020 
2017  0.095   0.065   0.076   0.043 
2016  0.145   0.065   0.11   0.05 
2015  0.28   0.08   0.23   0.06 
2014  0.23   0.22   0.209   0.209 
                 
2018                
Fourth Quarter ended December 31, 2018  0.055   0.030   0.040   0.020 
Third Quarter ended September 30, 2018  0.075   0.050   0.061   0.038 
Second Quarter ended June 30, 2018  0.085   0.060   0.065   0.043 
First Quarter ended March 31, 2018  0.085   0.070   0.075   0.055 
                 
2017                
Fourth Quarter ended December 31, 2017  0.095   0.065   0.076   0.050 
Third Quarter ended September 30, 2017  0.085   0.065   0.071   0.050 
Second Quarter ended June 30, 2017  0.085   0.065   0.066   0.043 
First Quarter ended March 31, 2017  0.095   0.075   0.071   0.054 
                 
Last Six Months                
March 2019  0.025   0.020   0.025   0.013 
February 2019  0.045   0.025   0.033   0.020 
January 2019  0.045   0.030   0.037   0.020 
December 2018  0.050   0.030   0.036   0.020 
November 2018  0.050   0.045   0.040   0.031 
October 2018  0.055   0.045   0.040   0.037 

The closing price of the Company’s common shares as reported by the TSX-V on December 31, 20152018 was C$0.10.0.03. The closing price of the Company’s common shares as reported by the OTCbb on December 31, 20152018 was US$0.08.0.02.




The Company’s common shares are issued in registered form. Computershare Investor Services Inc. is the registrar and transfer agent for the Company’s common shares.


The Company has no outstanding securities not listed on a marketplace other than incentive stock options and warrants. Since the beginning of the most recently completed financial year, stock options to purchase an aggregate 1,350,0006,425,000 common shares were granted. The following table outlines the detail of each grant:


Number of Options

Exercise Price

 

Grant Date

 

(CDN $)

 

 

 

 

 

 

900,000

$ 0.275

 

February 3, 2015

450,000

$ 0.20

 

October 5, 2015

 

 

 

 

Number of Options  Exercise Price  Grant Date
     (CDN $)   
         
 5,725,000  $0.12  February 28, 2018
 500,000  $0.12  May 1, 2018
 200,000  $0.12  May 4, 2018

Since the beginning of the most recently completed financial year, warrants issued to purchase an aggregate 14,778,344116,666,664 common shares were issued. The following table outlines the detail of each issuance:


Number of Warrants

Exercise Price

 

Grant Date

 

(CDN $)

 

 

 

 

 

 

14,778,344

$ 0.300

 

July 20, 2015

Number of Warrants  Exercise Price  Grant Date
     (CDN $)   
         
 116,666,664  $0.12  April 19, 2018


ITEM 10. ADDITIONAL INFORMATION


A. Share capital


Not required


B. Memorandum and articles of association


1.The Company was incorporated as Rainbow Resources Ltd. September 20, 1983 under certificate of incorporation no. 268952 in the Province of British Columbia Canada. The name was changed to Widescope Resources Ltd. May 1 1984, to Gemini Technology Inc. September 13 1985, to International Gemini Technology Inc. September 23 1993, and to Widescope Resources Inc., effective July 12, 2006. The name was subsequently changed to North American Nickel Inc., effective April 19, 2010. No objects and purposes are described.
2.If a director has a material interest in a matter subject to a vote, he must declare it and abstain from voting, or have his vote not counted, except for certain specific exclusions which include setting director compensation. There are no restrictions on directors issuing debt however shareholder approval may be required in connection with convertible debt or other debt driven requirements to issue shares. There is no retirement age or share ownership requirement for directors.
3.Dividends are declared by directors and subject to any special rights, paid to all holders of shares in a class according to the number of shares held. Voting rights are one vote per share. Directors stand for election every year at the annual meeting. Shareholders have no rights to share directly in the company’s profits. Subject to prior claims of creditors and preferred shareholders, common shareholders participate in any surplus in the event of liquidation according to the number of shares held. The Company may redeem shares by directors’ resolution in compliance with applicable law unless the company is insolvent or may become insolvent by doing so. It must make its offer pro rata to every member who holds a class, subject to applicable stock exchange rules or company act provisions. The directors have wide discretion. Shareholders have no liability for further capital calls. No discriminatory provisions, against an existing or prospective shareholder of a substantial number of shares, are imposed by the articles.
4.Rights of holders of any class of shares can only be changed with their consent, and in accordance with the company act. Consent must be in writing by the holders or by a three fourths majority of a vote of the holders, and by the consent of the British Columbia Securities Commission.
5.A notice convening an annual general or special meeting must specify the place, date, hour, and in the case of a special meeting, the general nature of the special business, and must be given in accordance with the company act. There are no special conditions outlining rights of admission.
6.There are no limitations on rights to own securities.
7.There are no provisions to delay, defer, or prevent a change in control.
8.Nothing in the articles requires ownership disclosure.
9.Not applicable.
10.Not applicable.

1.C. Material contracts

On December 23, 2009, the Company executed a letter of intent whereby the Company has an option to acquire the mineral claim known as the Post Creek Property located within the Sudbury Mining District of Ontario. The Company was incorporated as Rainbow Resources Ltd. September 20 1983 under certificatepaid a non-refundable deposit of incorporation no. 268952 in the Province of British Columbia Canada. The name was changed to Widescope Resources Ltd. May 1 1984, to Gemini Technology Inc. September 13 1985, to International Gemini Technology Inc. September 23 1993, and to Widescope Resources Inc., effective July 12, 2006. The name was subsequently changed to North American Nickel Inc., effective April 19, 2010. No objects and purposes are described.

2. If a director has a material interest in a matter subject to a vote, he must declare it and abstain from voting, or have his vote not counted, except for certain specific exclusions which include setting director compensation. There are no restrictions on directors issuing debt however shareholder approval may be required in connection with convertible debt or other debt driven requirements to issue shares. There is no retirement age or share ownership requirement for directors.

3. Dividends are declared by directors and subject to any special rights, paid to all holders of shares in a class according to the number of shares held. Voting rights are one vote per share. Directors stand for election every year at the annual meeting. Shareholders have no rights to share directly in the company’s profits. Subject to prior claims of creditors and preferred shareholders, common shareholders participate in any surplus in the event of liquidation according to the number of shares held. The Company may redeem shares by directors’ resolution in compliance with applicable law unless the company is insolvent or may become insolvent by doing so. It must make its offer pro rata to every member who holds a class, subject to applicable stock exchange rules or company act provisions. The directors have wide discretion. Shareholders have no liability for further capital calls. No discriminatory provisions, against an existing or prospective shareholder of a substantial number of shares, are imposed by the articles.

4. Rights of holders of any class of shares can only be changed with their consent, and in accordance with the company act. Consent must be in writing by the holders or by a three fourths majority of a vote of the holders, and by the consent of the British Columbia Securities Commission.

5. A notice convening an annual general or special meeting must specify the place, date, hour, and in the case of a special meeting, the general nature of the special business, and must be given in accordance with the company act. There are no special conditions outlining rights of admission.

6. There are no limitations on rights to own securities.

7. There are no provisions to delay, defer, or prevent a change in control.




8. Nothing in the articles requires ownership disclosure.

9. Not applicable.

10. Not applicable.


C. Material contracts


$8. On April 6,5, 2010, the Company announced that it had entered into four agreementsan option agreement to acquire rights to Post Creek Property. On March 12, 2013, the Post Creek Bell Lake, WoodsProperty Option Agreement was amended, in order to acquire 100% working interests in the property, subject to certain net smelter return royalties (“NSR”) and advance royalty payments the Company agreed to the following amended consideration, which has been met, cash payments totalling $138 and the issuance of 1,000,000 common shares. The Company has exercised its option on Post Creek and as of August 1, 2015, the Company is obligated to pay advances on the NSR of $10 per annum, which will be deducted from any payments to be made under the NSR

On April 5, 2010, the Company entered into an option agreement to acquire rights to Halcyon properties inProperty. On March 12, 2013, the Sudbury, Ontario nickel belt; and one agreementHalcyon Property Option Agreement was amended. In order to acquire up to a 100% ownershipworking interest in the property, subject to certain net smelter return royalties (“NSR”) and advance royalty payments the Company agreed to the following amended consideration, which has been met, cash payments totalling $120 and the issuance of 700,000 common shares. Further, commencing on the amended date of August 1, 2015, if the Company exercises its option, the Company will be obligated to pay advances on the NSR of $8 per annum, which will be deducted from any payments to be made under the NSR.

On August 15, 2011, the Company was granted an exploration license (the “Sulussugut License”) by the Bureau of Minerals and Petroleum (“BMP”) of Greenland for exclusive exploration rights of an area located near Sulussugut, Greenland. The Company paid a license fee of $5,742 (Danish Krones (“DKK”) 31) upon granting of the high-grade Ni-Cu-PGE South Bay property near Thompson andSulussugut License. The Sulussugut License was valid for 5 years until December 31, 2015, with December 31, 2011 being the large grassroots Thompson North and Cedar Lake properties, which are partfirst year providing the Company meets the terms of the world-class Thompson Nickel Belt.license, which includes that specified eligible exploration expenditures must be made. The application for another 5-year term on the Sulussugut License was submitted to the Greenland Mineral Licence & Safety Authority (MLSA) which was effective on April 11, 2016, with December 31, 2018 being the eighth year.


Effective May 1, 2010,On March 4, 2012, the Company entered intowas granted an additional exploration license (the “Ininngui License”) by the following agreementsBMP of Greenland for services with directorsexclusive exploration rights over an area covering a total of 142 square kilometres. The license is located near Ininngui, Greenland. The Company paid a license fee of DKK 32 upon granting of the Company and a company inIninngui License. The Ininngui License is valid for 5 years until December 31, 2016, with December 31, 2012 being the first year. The Ininngui License is contiguous with the Sulussugut License.The application for another 5-year term on the Ininngui License was submitted to the Greenland Mineral Licence & Safety Authority (MLSA), which a director has an interest: i) Management fees: previously $5,000 per month to $8,000 per monthwas effective April 1, 2013 and $4,000 per month ii) Consulting fees: previously $3,500 per month to $6,000 per month effective June 1, 2011. EachMarch 14, 2017, with December 31, 2018 being the seventh year.

In conjunction with the granting of the agreements hasSulussugut License, on August 12, 2011, the same terms and conditions which shall be continuous and may only be terminated by mutual agreement of the parties, subject to the provisions that in the event there is a change of effective control of the Company, the employee shall have the right to terminate the agreement, within sixty days from the date of such change of effective control, upon written notice to the Company. Within thirty days from the date of delivery of such notice, the Company shall forward to the employee the amount of money due and owing to the employee hereunder to the extent accrued due to the employee to the effective date of termination.


The Company entered into an arm’s length IPIntellectual Property and Data Acquisition Agreement (the “IP Acquisition Agreement”) with Hunter Minerals Pty Limited (“Hunter”) and Spar Resources Pty Limited (“Spar”). Pursuant to the IP Acquisition Agreement, Hunter and Spar agreed to sell certainthe IP and Data rightsRights to the Company in consideration for the Company paying $300,000$300 in cash ($150,000150 to each of Hunter and Spar which is paid) and the issuing of 12,960,000 share purchase warrants, (issued), 6,480,000 to each of Hunter and Spar exercisable for a period of 5 years.five years expiring on August 30, 2016. The warrants arewere exercisable at the following prices:


prices, 4,750,000 of the warrants are at a price of $0.50 per share;

share, 4,750,000 of the warrants are at a price of $0.70 per share and

3,460,000 of the warrants are at a price of $1.00 per share.


The warrants arewere subject to an accelerated exercise provision in the event the Company relinquishesrelinquished its interests in the Maniitsoq PropertyLicenses or any other mineral titles held within a defined area of interest without receiving consideration for such relinquishment. The granted warrants have beenwere recorded at a fair value of $1,813,263$1,813 using the Black-Scholes pricing model, withoption-pricing model. As of August 30, 2016 the following inputs: Expected dividend yield: 0%; expected share price volatility: 324%; risk-free interest rate: 1.43%warrants expired unexercised and expected life: 5 years.


Thethe Company also grantedhas reversed the fair value of $1,813 to deficit. Granting to each of Hunter and Spar or theirdesignatestheir designates a 1.25% NSR,net smelter returns royalty, subject to rights of the CompanyNAN to reduce both royalties to a 0.5% NSRnet smelter returns royalty upon payment to each of Hunter and Spar (or their designates) of $1,000,000$1,000 on or before the 60th60th day following a decision to commence commercial production on the Maniitsoq Property.


Effective November 5, 2014,mineral properties. On August 30, 2011 the Company appointed an additional director and chairman John Sabine withissued 200,000 common shares at $0.14 per share for a monthly stipendvalue of $3,000.$28 as a finder’s fee on the Greenland project.


Effective June 17, 2014On January 4, 2016, the Company announced the resignation of Rick Mark, CEO and Chairman and Mark Fedikow acted as interim CEO until December 1, 2014 when Keith Morrison was appointed CEOmade and entered into an agreement for servicea 10 year Metallic Minerals Lease with the directorsMichigan Department of Natural Resources for an area covering approximately 320 acres. Under the terms of the Company for a monthly management fee of $27,083 until a restricted share units plan is approved and in place then the monthly managementlease, an annual rental fee will be $20,833.required at a rate of US $3.00 per acre per lease for years 1-5 and US $6.00 per acre per lease year for the years 6-10. A minimum royalty of US $10 per acre is due for the eleventh year of the lease and increases by $US 5 per acre through to the twentieth year. For the twentieth year of the lease and thereafter for the life of the lease, the minimum royalty is US $55 per acre per year.


The Company paid the first-year rental fee and the required bond of US $10. The Department of Natural Resources shall annually review the level of the performance bond and shall require the amount of the bond to be increased or decreased to reflect changes in the cost of future reclamation of the leased premises.

D. Exchange Controls


This summary is of a general nature only and is not intended to be, and should not be interpreted as, legal advice to any prospective purchaser. Accordingly, prospective purchasers of the Company’s shares should consult with their own advisors with respect to their individual circumstances.


There are no laws or governmental decrees or regulations in Canada that restrict the export or import of capital, or which affect the remittance of dividends, interest or other payments to holders of the Company’s securities who are not residents of Canada, other than withholding tax requirements. Reference is made to “Item 7. Taxation”.




There are no limitations imposed by the laws of Canada, the laws of Alberta or by the charter or other governing documents of the Company on the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act (the “Investment Act”) and the potential requirement for a Competition Act Review.


The following summarizes the principal features of the Investment Act and the Competition Act Review for a non-resident who proposes to acquire common shares. This summary is of a general nature only and is not intended to be, nor is it, a substitute for independent advice from an investor’s own advisor. This summary does not anticipate statutory or regulatory amendments.

 

The Canadian Investment Act


The Canadian Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless, after review, the minister responsible for the Investment Act (the “Minister”) is satisfied that the investment is likely to be of a net benefit to Canada. Under the Investment Act, a United States citizen qualifies as a “World Trade Organization Investor.” Subject to the restrictions noted below, an investment in a Canadian business by a World Trade Organization Investor would be reviewable under the Investment Act only if it is an investment to acquire control of such Canadian business and the value of the assets of the Canadian business as shown on its financial statements is not less than a specified amount, which for 1999 was $184 million. An investment in the shares of a Canadian business by a non-Canadian other than a “World Trade Organization Investor” when the Company is not controlled by a World Trade Organization Investor, would be reviewable under the Investment Act if it is an investment to acquire control of the Canadian business and the value of the assets of the Canadian business as shown on its financial statements is $5 million or more, or if an order for review is made by the federal cabinet on the grounds that the investment relates to Canada’s cultural heritage or national identity.

 

The acquisition by a World Trade Organization Investor of control of a Canadian business in any of the following sectors is also subject to review if the value of the assets of the Canadian business exceeds $5 million (as shown on its financial statements): uranium, financial services (except insurance), transportation services and cultural businesses, which include broadcast media (publication, distribution or sale of books, magazines, periodicals, newspapers, music, film and video products and the exhibition of film and video products), television and radio services. As the Company’s business does not fall under any of the aforementioned categories, the acquisition of control of the Company, in excess of the $5 million threshold, by a World Trade Organization Investor would not be subject to such review.


A non-Canadian would acquire control of the Company for purposes of the Investment Act if the non-Canadian acquired a majority of the common shares.


The acquisition of less than a majority but one-third or more of the common shares would be presumed to be an acquisition of control of the Company unless it could be established that, on acquisition, the Company was not controlled in fact by the acquirer through the ownership of common shares. Notwithstanding the review provisions, any transaction involving the acquisition of control of a Canadian business or the establishment of a new business in Canada by a non-Canadian is a notifiable transaction and must be reported to Industry Canada by the non-Canadian making the investment either before or within thirty days after the investment.


Certain transactions relating to common shares are exempt from the Investment Act, including:


·

an acquisition of common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;

·

an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and

·

an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of common shares, remained unchanged.

an acquisition of common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;
an acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and
an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of common shares, remained unchanged.

 

Canadian Competition Act Review


Investments giving rise to the acquisition or establishment, directly or indirectly, by one or more persons of control over, or a significant interest in the whole or part of a business of a competitor, supplier, customer or other person are subject to substantive review by Canada’s Competition Law Authority, the Director of Investigation and Research (the “Director”). If or when the Director concludes that a merger, whether by purchase or lease of shares or assets, by amalgamation or by combination, or otherwise, prevents or lessens, or is likely to prevent or lessen competition substantially, he may apply as may be necessary to eliminate the substantial lessening or prevention of competition. Such substantive merger review power applies to all mergers, whether or not they meet limits for pre-notification under the Competition Act.




In addition to substantive merger review, the Competition Act provides for a pre-notification regime respecting mergers of a certain size. The regime applies in respect of share acquisitions, asset acquisitions, amalgamations and combinations. For ease of reference, this filing refers specifically to share acquisition, although the pre-notification regime applies, with the appropriate modification, to other types of acquisition of control as well.


In order for a share acquisition transaction to be pre-notifiable, the parties to the transaction (being the person or persons who proposed to acquire shares, and the corporation the shares of which are to be acquired), together with their affiliates (being all firms with a 50% or more voting shares linkage up and down the chain) must have:


(i) aggregate gross assets in Canada that exceed $400,000,000 in value, as shown on their audited financial statements for the most recently completed fiscal year (which must be within the last fifteen (15) months); or


(ii) aggregate gross revenue from sales in, from or into Canada that exceed $400,000,000 for the most recently completed fiscal year shown on the said financial statements; and


(iii) the party being acquired or corporations controlled by that party must have gross assets in Canada, or gross revenues from sales in or from Canada, exceeding $35,000,000 as shown on the said financial statements. Acquisition of shares carrying up to 20% of the votes of a publicly-traded corporation, or 35% of the votes in a private corporation, will not be subject to pre-notification, regardless of the above thresholds. However, exceeding the 20% or the 35% threshold, and again exceeding the 50% threshold, gives rise to an obligation of notification if the size threshold is met.


(i)aggregate gross assets in Canada that exceed $400 million in value, as shown on their audited financial statements for the most recently completed fiscal year (which must be within the last fifteen (15) months); or
(ii)aggregate gross revenue from sales in, from or into Canada that exceed $400 million for the most recently completed fiscal year shown on the said financial statements; and
(iii)the party being acquired or corporations controlled by that party must have gross assets in Canada, or gross revenues from sales in or from Canada, exceeding $35 million as shown on the said financial statements. Acquisition of shares carrying up to 20% of the votes of a publicly-traded corporation, or 35% of the votes in a private corporation, will not be subject to pre-notification, regardless of the above thresholds. However, exceeding the 20% or the 35% threshold, and again exceeding the 50% threshold, gives rise to an obligation of notification if the size threshold is met.

If a transaction is pre-notifiable, a filing must be made with the Director containing the prescribed information with respect to the parties, and a waiting period (either seven or twenty-one days, depending on whether a long or short form filing is chosen) must expire prior to closing.


As an alternative to pre-notification, the Director may grant an Advance Ruling Certificate, which exempts the transaction from pre-notification. Advance Ruling Certificates are granted where the Director concludes, based on the information provided to him, that he would not have sufficient grounds on which to apply to the Competition Tribunal to challenge the Merger.


E. Taxation


This summary is of a general nature only and is not intended to be, and should not be interpreted as, legal or tax advice to any prospective purchaser or holder of the Company’s shares and no representation with respect to the Canadian federal income tax consequences to any such prospective purchaser is made. Accordingly, prospective purchasers of the Company’s shares should consult with their own tax advisors with respect to their individual circumstances.


The following summary describes the principal Canadian federal income tax considerations generally applicable to a holder of the Company’s shares who, for purposes of the Income Tax Act (Canada) (the “Canadian Tax Act”) and the Canada-United States Income Tax Convention, 1980 (the “Convention”) and at all relevant times is resident in the United States and not resident in Canada, deals at arm’s length with the Company, holds the Company’s shares as capital property, and does not use or hold and is not deemed to use or hold the Company’s shares in or in the course of carrying on business in Canada (a “United States Holder”).


This following summary is based upon the current provisions of the Canadian Income Tax Act, the regulations thereunder, all specific proposals to amend the Canadian Tax Act and the regulations announced by the Minister of Finance (Canada) prior to the date hereof and the Company’s understanding of the published administrative practices of the Canada Customs and Revenue Agency (formerly Revenue Canada, Customs, Excise and Taxation). This summary does not take into account or anticipate any other changes in the governing law, whether by judicial, governmental or legislative decision or action, nor does it take into account the tax legislation or considerations of any province, territory or non-Canadian jurisdiction (including the United States), which legislation or considerations may differ significantly from those described herein.




Disposition of the Company’s Shares


In general, a United States shareholder will not be subject to Canadian income tax on capital gains arising on the disposition of the Company’s shares, unless such shares are “taxable Canadian property” within the meaning of the Canadian Income Tax Act and no relief is afforded under any applicable tax treaty. The shares of the Company would be taxable Canadian property of a non-resident if at any time during the five-year period immediately preceding a disposition by the non-resident of such shares, not less than 25% of the issued shares of any class or series of all classes of shares of the Company belonged to the non-resident, to persons with whom the non-resident did not deal at arm’s length, or to the nonresidentnon-resident and persons with whom the non-resident did not deal at arm’s length for purposes of the Canadian Income Tax Act. For this purpose, issued shares include options to acquire such shares (including conversion rights) held by such persons. Under the Convention, a capital gain realized by a resident of the United States will not be subject to Canadian tax unless the value of the shares of the Company is derived principally from real estate (as defined in the Convention) situated in Canada.


F. Dividends and Paying Agents


Not required


G. Statement by Experts


Not required


H. Documents on display


All documents referenced in this Form 20-F may be viewed at the offices of the Company during business hours #500 – 2001055 West Esplanade, NorthHastings, Vancouver BC V7M 1A4,V6E 2E9, Canada, Telephone 604-986-2020.604-770-4334.


I. Subsidiary Information

 

As ofIn June 30, 2006 Outback Capital Inc. dba Pinefalls Gold (“PFG”) a private Alberta corporation become a majority-owned subsidiary of the Company. PFG was incorporated under the AlbertaBusiness Corporations Acton February 6, 2001. During the year ended December 31, 2010,2015 the Company entered into an agreement with an independent third party whereby this party acquired Outback Capitalincorporated North American Nickel (US) Inc. to hold a mineral lease in Michigan, which was granted in January 2016.


ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not required


ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


Not required


ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES


Not applicable


ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS


Not applicable


ITEM 15. CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


Under the supervision and with the participation of management, including our chief executive officer and the chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2015.2017. Based on this evaluation, our chief executive officer and chief financial officer concluded as of December 31, 20152017 that our disclosure controls and procedures were effective.




Management’s Report on Internal Control over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles and includes those policies and procedures that:


(1)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets,
(2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and
(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets,


(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and


(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.


Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.


However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.


Management has used the framework set forth in the report entitled Internal Control—Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of the Company’s internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2015.2017.


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.


Our management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only our management’s report in this annual report on Form 20-F.


Changes in Internal Control Over Financial Reporting


There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.


ITEM 16.

ITEM 16.


A. Audit Committee Financial Expert


The Company has as its audit committee financial expert Mr. Edward D. Ford who is a Canadian Chartered Accountant. He has held this professional qualification since 1961. During his careerDouglas Ford. Mr. Ford has been an associate, managerover thirty-years’ experience as a venture capitalist and partner of several Canadian professional accounting firms that specialized in audit/assurance, taxation, insolvency and independentmerchant banker. In his business consulting. Additionallybackground he has servedoperated in senior operations roles and as a Chief Financial Officer of several public companies.publicly traded companies and private enterprises. In such roles, he has been responsible for all financial aspects of the entities including, internal financial controls, governance, compliance and financial reporting. He currently is CFO and Secretary of two companies listed on Canadian stock exchanges.”


Mr. Messina serves on the Audit Committee as a financial expert. Mr. Messina has worked in the capital markets as an investment banker, asset manager and entrepreneur in financial technology for 22+ years. He has an MBA in finance and strategy from the Australian Graduate School of Management, and over the years has worked on data services involved in corporate governance ratings, derivatives and fixed income markets and has extensive knowledge of valuation norms and accepted pricing conventions for a range of assets from the most liquid to the most illiquid.

Mr. Clark also serves on the Audit Committee. He has more than 18 years of industry experience; principally in mining and international resource developments. Since 2010 Mr. Clark has been involved in private equity investments and appraisals primarily in the mining and energy sectors internationally.

B. Code of Ethics


The Company has adopted a code of ethics applicable to its directors, principal executive officer, principal financial officer, principal accounting procedures, and persons performing similar functions. A copy of the Company’s Code of Ethics will be made available to anyone who requests it in writing from the Company’s head office.




C. Principal Accounting Fees and Services


(a) Audit Fees


Dale Matheson Carr-Hilton LaBonte, Chartered Accountants ("DMCL"(“DMCL”) billed the Corporation $30,500 as of December 31, 2015 ($23,460$33 in the year ended December 31, 2014, $24,4402018 ($30 in the year ended December 31, 2013 $19,4202017 and $26 in the year ended December 31, 2012, $32,400 in the year ended December 31, 2011, $28,815 in the year ended December 31, 2010; $20,000 in 2009, $12,000 in 2008, $14,500 in 2007; $13,000 in 2006; $9,000 in 2005; and $6,200 in 2004.2016)


(b) Audit Related Fees


DMCL billed the $2,000 - $3,000$ nil for audit related services in the year ended December 31, 2010; $3,000 in 2009; $nil in 2008; $1,000 in 2007; $nil in 2006, $nil in 20052018, 2017 and $nil in 2004.2016.


(c) Tax Fees


DMCL billed the Company $1,250$1 for the tax year 2015, $1,5002018, $1 for the tax year 2014, $1,5002017 and $1 for the tax year 2013, $1,500 for the tax year 2012, $1,600 for the tax year 2011, and did not provide the Corporation with any professional services rendered for tax compliance, tax advice and tax planning in the years ended December 31, 2011, 2010, 2009, 2008, 2007, 2006 and 2005.2016.


(d) All Other Fees


DMCL did not billbilled the Corporation $ nil for any other products and services in the yearsyear ended December 31, 2011, 2010, 2009, 2008, 2007, 2006, 20052018, $15 for services in the year ended December 31, 2017 and 2004.$15 for services in the year ended December 31, 2016.


(e) Audit Committee Pre-Approval Policies and Procedures


To ensure continuing auditor objectivity and to safeguard the independence of our auditors, our audit committee has determined a framework for the type and authorization of non-audit services which our auditors may provide. The audit committee has adopted policies for the pre-approval of specific services that may be provided by our auditors. The dual objectives of these policies are to ensure that we benefit in a cost effective manner from the cumulative knowledge and experience of our auditors, while also ensuring that the auditors maintain the necessary degree of independence and objectivity.


Our audit committee approved the engagement of Dale Matheson Carr-Hilton LaBonte to render audit and non-audit services before they were engaged by us.


D. Exemption From the Listing Standards for Audit Committees


Not Applicable


E Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

Not Applicable


ITEM 17. FINANCIAL STATEMENTS


The financial statements and notes thereto as required by Item 17 are attached hereto and found immediately after the text of this Registration Statement. The auditors’ report of Dale Matheson Carr-Hilton LaBonte LLP, independent registered public accountants, on the audited financial statements and notes thereto is included immediately preceding the audited financial statements.


Independent Auditors’ Report.

Statements of financial position as at December 31, 20152018 and 2014.2017.

Statements of comprehensive loss for the years ended December 31, 20152018, 2017 and 2014.2016.

Statement of changes in shareholders’ equity for the years ended December 31, 2015, 20142018, 2017 and 2013.2016.

Statements of cash flows for the years ended December 31, 20152018, 2017 and 2014.2016.

Notes to the financial statements.





ITEM 18. FINANCIAL STATEMENTS


Not applicable. See “Item 17. Financial Statements” above.


ITEM 19. EXHIBITS


12.1 Certification of Chief Executive Officer pursuant to s.302 of the Sarbanes-Oxley Act of 2002

12.2 Certification of Chief Financial Officer pursuant to s.302 of the Sarbanes-Oxley Act of 2002

13.1 Certification of Chief Executive Officer pursuant to s.906 of the Sarbanes-Oxley Act of 2002

13.2 Certification of Chief Financial Officer pursuant to s.906 of the Sarbanes-Oxley Act of 2002

19.1 Management Discussion & Analysis as of April 12, 2016.26, 2019.

SIGNATURES

 


SIGNATURES


The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

NORTH AMERICAN NICKEL INC
Date: May 03, 2019By:/s/ Keith Morrison
Name:Keith Morrison
Title:CEO as duly authorized signatory

 

 

Consolidated Financial Statements

NORTH AMERICAN NICKEL INCFor the year ended December 31, 2018

 

Date: April 12, 2016

By:

/s/ Keith Morrison                            (In accordance with International Financial Reporting Standards (“IFRS”) and stated in thousands of Canadian dollars, unless otherwise indicated)


Name: Keith Morrison  

Title: CEO as duly authorized signatory

 

INDEX

 


Management’s Responsibility for Financial Reporting







Report of Independent Registered Public Accounting Firm













NORTH AMERICAN NICKEL INC.


Consolidated Financial Statements


For● Consolidated Statements of Financial Position

● Consolidated Statements of Comprehensive Loss

● Consolidated Statements of Changes in Equity

● Consolidated Statements of Cash Flows

● Notes to the Year Ended December 31, 2015Consolidated Financial Statements


31




Management responsibility for financial reporting


(ExpressedThe consolidated financial statements, and the notes thereto, of North American Nickel Inc., and its subsidiary have been prepared by management in Canadian Dollars)accordance with International Financial Reporting Standards (“IFRS”). Management acknowledges responsibility for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.



Management, in discharging these responsibilities, maintains a system of internal controls designed to provide reasonable assurance that its assets are safeguarded, only valid and authorized transactions are executed and accurate, timely and comprehensive financial information is prepared. However, any system of internal controls over financial reporting, no matter how well designed and implemented, has inherent limitations and may not prevent or detect all misstatements.



The Board of Directors, principally through the Audit and Risk Committee, is responsible for reviewing and approving the consolidated financial statements together with other financial information of the Company and for ensuring that management fulfils its financial reporting responsibilities.



The consolidated financial statements have been audited by Dale Matheson Carr-Hilton LaBonte LLP, Chartered Professional Accountants, Licensed Public Accountants, who were appointed by the shareholders to examine the consolidated financial statements and provide an independent auditor’s opinion thereon. The auditor’s report outlines the scope of their examination and their opinion on the consolidated financial statements. Dale Matheson Carr-Hilton LaBonte LLP has full and free access to the Board of Directors.


“signed”“signed”
/s/Keith Morrison/s/Sarah Zhu

President and Chief Executive Officer

Chief Financial Officer

April 26, 2019

32




Report of Independent Registered Public Accounting Firm























[f20f123115_20f005.jpg]

INDEPENDENT AUDITOR’S REPORT


To the Shareholdersshareholders and the board of directors of North American Nickel Inc.


Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial statementsposition of North American Nickel Inc., which comprise the statements (the “Company”) as of financial position as at December 31, 20152018 and 2014, and2017, the related consolidated statements of comprehensive loss, changes in shareholders’ equity and cash flows, for the years then ended December 31, 2018, 2017 and a summary2016, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of significant accounting policiesthe Company as at December 31, 2018 and other explanatory information.


Management's Responsibility2017, and its financial performance and its cash flows for the Financial Statements

Management is responsible for the preparationyears ended December 31, 2018, 2017 and fair presentation of these financial statements2016, in accordanceconformity with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation ofBoard.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are freeanticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The consolidated financial statements do not include any adjustments that might result from material misstatement, whether due to fraud or error.the outcome of this uncertainty


Auditor’s ResponsibilityBasis for Opinion

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.


An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement, of the financial statements, whether due to frauderror or error. In making those risk assessments, the auditor considersfraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control relevant toover financial reporting in accordance with the entity's preparation and fair presentationstandards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial statements in order to design audit procedures that are appropriate in the circumstances,reporting but not for the purpose of expressing an opinion on the effectiveness of the entity'sCompany’s internal control. An auditcontrol over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also includesincluded evaluating the appropriateness of accounting policiesprinciples used and the reasonableness of accountingsignificant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.


We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.


Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of North American Nickel Inc. as at December 31, 2015 and 2014, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.


Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the financial statements which describes certain conditions that indicate the existence of a material uncertainty that cast substantial doubt about North American Nickel Inc.’s ability to continue as a going concern.

[f20f123115_20f006.jpg]

/s/DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2005.

Vancouver, Canada

April 12, 201626, 2019

[f20f123115_20f007.jpg]




33 | North American Nickel / YEAR END 2018




NORTH AMERICAN NICKEL INC.

Statements of Financial Position

(Expressed in Canadian Dollars)

 

 

 

 

 

 

 

December 31,

 

December 31,

 

Notes

2015

 

2014

 

 

 

 

 

ASSETS

 

 

 

 

   

Current assets

 

 

 

 

    Cash  

$

524,923

$

326,117

    Short-term investments

7

2,300,000

 

6,000,000

    Receivables

8

65,367

 

56,427

    Prepaid expenses and deposits

 

41,711

 

21,399

Total current assets

 

2,932,001

 

6,403,943

 

 

 

 

 

Non-current assets

 

 

 

 

    Equipment

9

93,328

 

28,341

    Exploration and evaluation assets

10

29,703,848

 

20,617,754

Total non-current assets

 

29,797,176

 

20,646,095

 

 

 

 

 

Total assets

$

32,729,177

$

27,050,038

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current liabilities

 

 

 

 

    Trade payables and accrued liabilities

11, 13

$

249,603

$

297,344

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS'  EQUITY

 

 

 

 

 

    Share capital - preferred

12

590,931

 

590,931

    Share capital - common

12

50,574,095

 

42,677,187

    Share-based payments reserve

12

5,134,559

 

5,199,706

    Deficit

 

(23,820,011)

 

(21,715,130)

Total shareholders' equity

 

32,479,574

 

26,752,694

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

$

32,729,177

$

27,050,038

 

 

 

 

 


APPROVED BY THE DIRECTORS:

Consolidated Statements of Financial Position

/s/ Keith Morrison(Expressed in thousands of Canadian dollars)

, Director

Keith Morrison

/s/ Edward D. Ford

, Director

Edward D. Ford


  Notes  December 31, 2018  December 31, 2017 
ASSETS           
CURRENT ASSETS           
Cash and cash equivalents     339   398 
Short-term investments 4   2,500   2,500 
Receivables and other current assets 5   133   242 
TOTAL CURRENT ASSETS     2,972   3,140 
            
NON-CURRENT ASSETS           
Property, plant and equipment 6   35   49 
Exploration and evaluation assets 7   64,479   50,494 
Reclamation of deposit 7   14   14 
TOTAL NON-CURRENT ASSETS     64,528   50,557 
TOTAL ASSETS     67,500   53,697 
            
LIABILITIES           
CURRENT LIABILITIES           
Trade payables and accrued liabilities 8, 11   556   969 
TOTAL CURRENT LIABILITIES     556   969 
TOTAL LIABILITIES     556   969 
            
EQUITY           
Share capital – preferred 10   591   591 
Share capital – common 10   87,947   73,598 
Reserve 10   7,749   5,089 
Deficit     (29,343)  (26,550)
TOTAL EQUITY     66,944   52,728 
TOTAL LIABILITIES AND EQUITY     67,500   53,697 


Nature of Operations (Note 1)

The accompanying notes are an integral part of these financial statements.Consolidated Financial Statements.




Approved by the Board of Directors on April 26, 2019

“signed”“signed”
/s/Keith Morrison/s/Doug Ford

Director

Audit Committee Chair


34 | North American Nickel / YEAR END 2018


Consolidated Statements of Comprehensive Loss

(Expressed in thousands of Canadian dollars, except loss per share)


     Year Ended
December 31,
  Year Ended December 31,  Year Ended
December 31,
 
  Notes  2018  2017  2016 
             
EXPENSES            
General and administrative expenses 11, 18   (2,340)  (2,375)  (2,021)
Property investigation     (216)  -   (15)
Amortization 6   (14)  (25)  (42)
Share-based payments 10   (317)  (504)  (309)
      (2,887)  (2,904)  (2,387)
OTHER ITEMS               
Interest income     74   32   28 
Finance fee 9   -   -   (95)
Interest on capital contribution loan 9   -   -   (265)
Foreign exchange loss     (209)  (7)  (158)
      (135)  25   (490)
                
TOTAL COMPREHENSIVE LOSS FOR THE YEAR     (3,022)  (2,879)  (2,877)
                
Basic and diluted weighted average number of common shares outstanding     718,248,135   465,929,638   269,778,932 
                
Basic and diluted loss per share     (0.00)  (0.01)  (0.01)


NORTH AMERICAN NICKEL INC.

Statements of  Comprehensive Loss

(Expressed in Canadian Dollars)

 

 

 

 

 

 

 

 

 

Year Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

Notes

 

2015

 

2014

 

 

 

 

 

 

Expenses

 

 

 

 

 

   Amortization

9

$

72,675

$

9,335

   Consulting

13

 

250,056

 

103,192

   Filing fees

 

 

32,733

 

68,214

   Investor relations

 

 

203,702

 

325,332

   General and administrative

13

 

168,721

 

92,195

   Management fees

13

 

546,962

 

318,683

   Professional fees

3

 

197,790

 

59,394

   Property investigation and Port development

 

 

163,571

 

3,333

   Salaries and benefits

13

 

232,626

 

165,227

   Share-based payments

12, 13

 

258,567

 

2,283,775

   Travel and accommodation

 

 

156,692

 

78,554

 

 

 

 

 

 

Loss before other items

 

 

(2,284,096)

 

(3,507,233)

 

 

 

 

 

 

Other items:

 

 

 

 

 

   Gain on conversion of preferred shares

8

 

-

 

-

   Interest income

 

 

36,916

 

81,099

   Foreign exchange loss

 

 

(141,788)

 

(314,872)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss and comprehensive loss for the year

 

$

(2,388,968)

$

(3,741,007)

 

 

 

 

 

 

Loss per common share -basic and diluted

 

$

(0.01)

$

(0.02)

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

- basic and diluted

 

 

188,384,506

 

157,986,561

 

 

 

 

 

 







The accompanying notes are an integral part of these financial statementsConsolidated Financial Statements.




35 | North American Nickel / YEAR END 2018


Consolidated Statements of Changes in Equity

(Expressed in thousands of Canadian dollars, unless otherwise indicated)


  Notes  

Number

Shares

  

Share

Capital

  

Preferred

Stock

  Reserve  Deficit  

Total

Equity

 
          $   $   $   $   $ 
BALANCE AT DECEMBER 31, 2015     207,629,506   50,574   591   5,135   (23,820)  32,480 
Net and comprehensive loss     -   -   -   -   (2,877)  (2,877)
Share capital issued through private placement 10   160,000,000   12,000   -   -   -   12,000 
Shares issued for fee on loan 9   952,380   95   -   -   -   95 
Share-based payments 10   -   -   -   309   -   309 
Forfeited/expired options 10   -   -   -   (912)  912   - 
Expired warrants 10   -   -   -   (1,813)  1,813   - 
Capital contribution interest on loan 9   -   -   -   265   -   265 
Capital contribution reallocation on loan settlement 9   -   265   -   (265)  -   - 
Share issue costs 10   -   (619)  -   48   -   (571)
BALANCE AT DECEMBER 31, 2016     368,581,886   62,315   591   2,767   (23,972)  41,701 
                            
Net and comprehensive loss     -   -   -   -   (2,879)  (2,879)
Share capital issued through private prospectus 10   145,030,833   10,877   -   -   -   10,877 
Share capital issued through private placement 10   40,982,448   3,074   -   -   -   3,074 
Value allocated to warrants issued 10   -   (2,080)      2,080   -   - 
Forfeited/expired options 10   -   -   -   (283)  283   - 
Expired warrants 10   -   -   -   (18)  18   - 
Share-based payments 10   -   -   -   504   -   504 
Share issue costs 10   -   (588)  -   39   -   (549)
                            
BALANCE AT DECEMBER 31, 2017     554,595,167   73,598   591   5,089   (26,550)  52,728 
                            
Net and comprehensive loss     -   -   -   -   (3,022)  (3,022)
Share capital issued through private placement 10   233,333,333   17,500   -   -   -   17,500 
Value allocated to warrants issued 10   -   (2,572)  -   2,572   -   - 
Forfeited/expired stock options 10   -   -   -   (181)  181   - 
Expired warrants 10   -   -   -   (48)  48   - 
Share-based payments 10   -   -   -   317   -   317 
Share issue costs 10   -   (579)  -   -   -   (579)
                            
BALANCE AT DECEMBER 31, 2018     787,928,500   87,947   591   7,749   (29,343)  66,944 


.NORTH AMERICAN NICKEL INC.

Statement of Changes In Shareholder's Equity

(Expressed in Canadian Dollars - unaudited)

For the years ended December 31, 2015 and 2014

 

 

 

 

 

 

 

 

 

Notes

Number

of shares

Share

capital

Preferred

Stock

Share-based

payments

reserve

Deficit

Total

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

140,576,584

$33,026,511

$604,724

$3,022,767

$(17,974,123)

$18,679,878

   Net and comprehensive loss

 

-

-

-

-

(3,741,007)

(3,741,007)

   Preferred shares converted

12

15,326

13,793

(13,793)

-

-

(1)

   Share capital issued private placement

12

28,424,152

9,379,970

-

-

-

9,379,970

   Shares issued for finder’s fee

12

50,000

16,500

-

-

-

16,500

   Stock options issued

12

-

-

-

2,283,775

-

2,283,775

   Stock options exercised

12

604,500

215,511

-

(106,836)

-

108,675

   Warrants exercised

12

294,117

61,765

-

-

-

61,765

   Share issue costs

12

-

(36,863)

-

-

-

(36,863)

Balance at December 31, 2014

 

169,964,679

42,677,187

590,931

5,199,706

(21,715,130)

26,752,694

   Net and comprehensive loss

 

-

-

-

-

(2,388,970)

(2,388,970)

   Share capital issued private placement

12

29,054,079

6,391,897

-

-

-

6,391,897

   Forfeited/expired stock options

14

-

-

-

(284,087)

284,087

-

   Stock options issued

12

-

-

-

258,567

-

258,567

   Stock options exercised

12

1,149,000

172,350

-

(57,450)

-

114,900

   Warrants exercised

12

7,461,748

1,566,967

-

-

-

1,566,967

   Share issue costs

12, 13

-

(234,306)

-

17,824

-

(216,482)

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

207,629,506

50,574,095

$590,931

$5,134,560

$(23,820,013)

$32,479,573

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of these financial statements.Consolidated Financial Statements.


36 | North American Nickel / YEAR END 2018

Consolidated Statements of Cash Flows

(Expressed in thousands of Canadian dollars)


  Year Ended  Year Ended  Year Ended 
  Notes  December 31, 2018  December 31, 2017  December 31, 2016 
OPERATING ACTIVITIES               
Loss for the year     (3,022)  (2,879)  (2,877)
Items not affecting cash:               
Amortization     14   25   42 
Share-based payments     317   504   309 
Interest income     (74)  (16)  (28)
Changes in working capital 12   21   (95)  (52)
Other:               
Interest received     80   32   30 
Finance fee     -   -   95 
Interest expense on loan     -   -   265 
Net cash used in operating activities     (2,664)  (2,429)  (2,216)
                
INVESTING ACTIVITIES               
Expenditures on exploration and evaluation assets     (14,566)  (11,385)  (8,604)
Prior year payables for exploration and evaluation assets     -   -   (87)
Reclamation deposit     -   -   (14)
Short-term investments     -   200   (400)
Purchase of equipment     -   (20)  (3)
Net cash used in investing activities     (14,566)  (11,205)  (9,108)
                
FINANCING ACTIVITIES               
Proceeds from issuance of common shares 10   17,500   13,951   12,000 
Direct financing costs     (329)  (549)  (571)
Net cash provided by financing activities     17,171   13,402   11,429 
                
Change in cash equivalents for the year     (59)  (232)  105 
Cash and cash equivalents, beginning of the year     398   630   525 
Cash and cash equivalents, at the end of the year     339   398   630 







NORTH AMERICAN NICKEL INC.

Statements of Cash Flows

(Expressed in Canadian Dollars)

 

 


Year Ended

 

Year Ended

 

 

 

December 31,

 

December 31,

 

 

 

2015

 

2014

 

OPERATING  ACTIVITIES

 

 

 

 

 

   Loss for the year

$

(2,388,970)

$

(3,741,007)

 

   Items not affecting cash

 

 

 

 

 

      Amortization

 

72,675

 

9,335

 

      Share-based payments

 

258,567

 

2,283,775

 

      Interest Income

 

(36,916)

 

(81,099)

 

 

 

 

 

 

 

   Changes in non-cash working capital items:

 

 

 

 

 

      Receivables

 

(37,348)

 

(6,433)

 

      Prepaid expenses

 

(20,312)

 

(10,701)

 

      Trade payables and accrued liabilities

 

(110,503)

 

241,271

 

   Other:

 

 

 

 

 

      Interest received

 

65,324

 

78,115

 

Cash used in operating activities

 

(2,197,483)

 

(1,226,744)

 

 

 

 

 

 

 

INVESTING  ACTIVITIES

 

 

 

 

 

   Expenditures on exploration and evaluation assets

 

(9,023,331)

 

(8,256,105)

 

   Short-term investments

 

3,700,000

 

-

 

   Purchase of equipment

 

(137,662)

 

-

 

Cash used in investing activities

 

(5,460,993)

 

(8,256,105)

 

 

 

 

 

 

 

FINANCING  ACTIVITIES

 

 

 

 

 

   Proceeds on issuance of common shares

 

6,391,897

 

108,675

 

   Cash from financing activities

 

-

 

9,379,970

 

   Costs of issue of shares

 

(216,482)

 

(20,363)

 

   Proceeds from exercise of warrants

 

1,566,967

 

61,765

 

   Proceeds from exercise of options

 

114,900

 

-

 

Cash provided by financing activities

 

7,857,282

 

9,530,047

 

 

 

 

 

 

 

Change in cash during the year

 

198,806

 

47,198

 

 

 

 

 

 

 

Cash at beginning of year

 

326,117

 

278,919

 

 

 

 

 

 

 

Cash at end of year

$

524,923

$

326,117

 

 

 

 

 

 

 

Supplemental cash flow information - (Note 14)

 

 

 

 

 

 

 

 

 

 

 



The accompanying notes are an integral part of these financial statements.Consolidated Financial Statements.


37 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)






NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


1.

NATURE AND CONTINUANCE OF OPERATIONS


North American Nickel Inc. (the “Company”) was incorporated on September 23, 1983, under the laws of the Province of British Columbia, Canada. The head office and principal address is located at 3400 – 100 King Street West, PO Box 130, Toronto, Ontario, M5X 1A4 and the records office of the Company areis located at Suite 500 – 2002200, 1055 West Esplanade, NorthHastings Street, Vancouver, British Columbia, Canada, V7M 1A4.V7P 3P1. The Company’s common shares trade on the TSX Venture Exchange (“TSX-V”TSXV”) under the symbol “NAN”.


The Company’s principal business activity is the exploration and development of mineral properties in Greenland, Canada and Greenland.United States. The Company has not yet determined whether any of these properties contain ore reserves that are economically recoverable. The recoverability of carrying amounts shown for exploration and evaluation assets is dependent upon a number of factors including environmental risk, legal and political risk, the existence of economically recoverable mineral reserves, confirmation of the Company’s interests in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete exploration and development, and to attain sufficient net cash flow from future profitable production or disposition proceeds.


These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations. To date, the Company has not generated profitable operations from its resource activities and will need to invest additional funds in carrying out its planned exploration, development and operational activities. These uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


The exploration and evaluation properties in which the Company currently has an interest are in the exploration stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned exploration and cover administrative costs, the Company will use its existing working capital and raise additional amounts as needed. Although the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future. The Company will continue to assess new properties and seek to acquire interests in additional properties if there is sufficient geologic or economic potential and if adequate financial resources are available to do so.


2.

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION


The consolidated financial statements were approved and authorized for issuance by the boardBoard of directors on April 12, 2016.


Statement of compliance with International Financial Reporting Standards


The financial statementsDirectors of the Company have beenon April 26, 2019.

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of Compliance

The Company’s consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) applicable to the preparation of these financial statements..


(b) Basis of preparationPreparation


These consolidated financial statements have been prepared on an accrual basisunder the historical cost convention, modified by the revaluation of any financial assets and are based on historical costs, modifiedfinancial liabilities where applicable. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Company’s accounting policies. These areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are presenteddisclosed in Canadian dollars, unless otherwise noted,Note 3.

38 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

(c) Basis of consolidation

These consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, North American Nickel (US) Inc. which was incorporated in the State of Delaware on May 22, 2015. Consolidation is required when the Company’s functional currency.Company is exposed, or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.


(d) Foreign currency translation


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






NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


2.

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (cont’d)


Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the statement of comprehensive loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.


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


(e) Exploration and evaluation assets


Exploration and evaluation assets include the costs of acquiring licenses, costs associated with exploration and evaluation activity, and the fair value (at acquisition date) of exploration and evaluation assets acquired in a business combination. Exploration and evaluation expenditures are initially capitalized. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss.


Government tax credits received are generally recorded as a reduction to the cumulative costs incurred and capitalized on the related property.


Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts, events and circumstances suggest that the carrying amount exceeds the recoverable amount.


Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within equipment.


Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.


The Company may occasionally enter into farm-out arrangements, whereby it will transfer part of an interest, as consideration, for an agreement by the farmee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Company. The Company does not record any expenditures made by the farmee on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Company, with any excess consideration accounted for in profit.


When a project is deemed to no longer have commercially viable prospects to the Company, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written off to the statement of comprehensive loss/income.


39 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

(f) Restoration and environmental obligations


The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of long-term assets, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future restoration cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to exploration and evaluation assets along with a corresponding increase in the restoration provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The restoration asset will be depreciated on the same basis as other mining assets.






NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


2.

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (cont’d)


The Company’s estimates of restoration costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to exploration and evaluation assets with a corresponding entry to the restoration provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.


Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for the period.


The costs of restoration projects included in the provision are recorded against the provision as incurred. The costs to prevent and control environmental impacts at specific properties are capitalized in accordance with the Company’s accounting policy for exploration and evaluation assets.


(g) Impairment of assets


Impairment tests on intangible assets with indefinite useful economic lives are undertaken annually at the financial year-end. Other non-financial assets, including exploration and evaluation assets, are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly.


Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, which is the lowest group of assets in which the asset belongs and for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets.


An impairment loss is charged to the profit or loss, except to the extent the loss reverses gains previously recognized in other comprehensive loss/income.


(h) Financial instruments


The Company adopted all of the requirements of IFRS 9Financial Instruments(“IFRS 9”) on a retroactive basis in accordance with the transitional provisions. IFRS 9 replaces IAS 39Financial Instruments: Recognition and Measurement(“IAS 39”). The standard promulgates a revised model for recognition and measurement of financial instruments and a single, forward-looking “expected loss” impairment model. The adoption of IFRS 9 did not result in any change in the carrying values of any of the Company’s financial assets on the transition date; therefore, comparative figures have not been restated.

40 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

The following is the Company’s new accounting policy for financial instruments under IFRS 9:

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”), or loss, loans and receivables, held-to-maturity investments, available-for-sale and financial liabilities.at amortized cost. The classification depends on the purpose for which the financial instruments were acquired. ManagementCompany determines the classification of its financial instrumentsassets at initial recognition.


Financial The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are classified at fair value through profit or loss when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss.


The Company has classified cash, short-term investments and receivables as loans and receivables.  Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortized cost. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets.


Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it isFVTPL. For other equity instruments, on the Company’s intentionday of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to hold these investments to maturity. They are subsequently measureddesignate them as at amortized cost. Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period.






NORTH AMERICAN NICKEL INC.

Notes to theFVTOCI. Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


2.

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (cont’d)


Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not suitable to be classified as financial assets at fair value through profit or loss, loans and receivables or held-to-maturity investments and are subsequently measured at fair value. These are included in current assets. Unrealized gains and losses are recognized in other comprehensive income, except for impairment losses and foreign exchange gains and losses.


The Company has classified its trade payable as other financial liabilities.  Subsequent to initial recognition, trade payableliabilities are measured at amortized cost, usingunless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has opted to measure them at FVTPL.

The Company completed a detailed assessment of its financial assets and liabilities as at January 1, 2018. The following table shows the original classification under IAS 39 and the new classification under IFRS 9:

Financial asset/liability

Original classification IAS 39

New classification IFRS 9

Cash and cash equivalentsFVTPLFVTPL
Other receivableAmortized costAmortized cost
Trade payablesAmortized costAmortized cost

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of comprehensive loss in the period in which they arise.

Impairment of financial assets at amortized cost

An ‘expected credit loss’ impairment model applies which requires a loss allowance to be recognized based on expected credit losses. The estimated present value of future cash flows associated with the asset is determined and an impairment loss is recognized for the difference between this amount and the carrying amount as follows: the carrying amount of the asset is reduced to estimated present value of the future cash flows associated with the asset, discounted at the financial asset’s original effective interest rate, method.either directly or through the use of an allowance account and the resulting loss is recognized in profit or loss for the period.


Regular purchases and salesIn a subsequent period, if the amount of the impairment loss related to financial assets aremeasured at amortized cost decreases, the previously recognized onimpairment loss is reversed through profit or loss to the trade-date –extent that the carrying amount of the investment at the date on which the Company commits to purchaseimpairment is reversed does not exceed what the asset.amortized cost would have been had the impairment not been recognized.


Derecognition

Financial assets are derecognized

The Company derecognizes financial assets only when the contractual rights to receive cash flows from the investments have expiredfinancial assets expire, or have been transferredwhen it transfers the financial assets and the Company has transferred substantially all of the associated risks and rewards of ownership.


At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired.  In the case of available-for-sale financial instruments, a significantownership to another entity. Gains and prolonged declinelosses on derecognition are generally recognized in the valuestatements of the instrument is considered to determine whether an impairment has arisen.comprehensive loss.


(i) Loss per share


The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on loss per common share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period.


41 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

Basic loss per common share is calculated using the weighted average number of common shares outstanding during the period and does not include outstanding options and warrants. Dilutive loss per common share is not presented differently from basic loss per share as the conversion of outstanding stock options and warrants into common shares would be anti-dilutive.


(j) Income taxes


Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in net income except to the extent that it arises in a business combination, or from items recognized directly in equity or other comprehensive loss/income.


Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date, in the countries where the Company operates and generates taxable income.


Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.


Deferred income tax is provided using the asset and liability method of temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.


The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.






NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


2.

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (cont’d)


Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.


Deferred income tax assets and deferred income tax liabilities are offset, only if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.


(k) Share-based payments


Where equity-settled share options are awarded to employees, the fair value of the options at the date of grant is recognized over the vesting period. Performance vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognized over the vesting period is based on the number of options that eventually vest. Non-vesting conditions and market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether these non-vesting and market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.


Where the terms and conditions of options are modified, the increase in the fair value of the options, measured immediately before and after the modification, is also recognized over the remaining vesting period.


Where equity instruments are granted to non-employees, they are recorded at the fair value of the goods or services received. Amounts related to the issuance of shares are recorded as a reduction of share capital.


42 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

When the value of goods and services received in exchange for the share-based payment cannot be reliably estimated, the fair value is measured by use of a valuation model. The expected life used in the model is adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.


All equity-settled share-based payments are reflected in share-based payments reserve, until exercised. Upon exercise shares are issued from treasury and the amount reflected in share-based payments reserve is credited to share capital along with any consideration paid.


(l) Share capital


The Company’s common shares, preferred shares and share warrants and flow-through shares are classified as equity instruments.


Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds.


Proceeds received on the issuance of units, consisting of common shares and warrants are allocated to share capital.


(m) Equipment


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


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






NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


2.

SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PREPARATION (cont’d)


Depreciation and amortization are calculated on a straight-line method to charge the cost, less residual value, of the assets to their residual values over their estimated useful lives. The depreciation and amortization rate applicable to each category of equipment is as follows:


EquipmentDepreciation rate

Equipment

Depreciation rate

Exploration equipment

20%

    20%

Computer software

50%

Computer software

50%
Computer equipment

55%

55%


3.Standards, Interpretations and Amendments Not Yet Effective:

ACCOUNTING STANDARDS, AMENDMENTS AND INTERPRETATIONS NOT YET EFFECTIVE


IFRS 16 - “Leases”

IFRS 16 replaces current guidance in IAS 17. Under IAS 17, lessees were required to make a distinction between a finance lease (on the balance sheet) and an operating lease (off balance sheet). IFRS 16 now requires lessees to recognize a lease liability reflecting future lease payments and a “right-of-use asset” for virtually all lease contracts. The CompanyIASB has included an optional exemption for certain short-term leases and leases of low value assets, however this exemption can only be applied by lessees. The standard applies to annual periods beginning on or after January 1, 2019, with earlier application permitted. The adoption of this standard will not early adoptedresult in any impact to the following new standard and is currently assessing the impact that it will have on its futureCompany’s financial statements.


43 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

New standard

IFRIC 23 – “Uncertainty over Income Tax Treatments”

In June 2017, the IFRS 9 “Financial Instruments”


This new standardInterpretations Committee of the IASB issued IFRIC 23, Uncertainty over Income Tax Treatments (IFRIC 23). The interpretation provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is a partial replacement of IAS 39 “Financial Instruments: Recognition and Measurement”.  IFRS 9 introduces new requirements for the classification and measurement of financial assets, additional changes relating to financial liabilities, a new general hedge accounting standard which will align hedge accounting more closely with risk management.uncertainty over income tax treatments. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39.  IFRS 9Interpretation is effectiveapplicable for annual periods beginning on or after January 1, 2018 with early2019. Earlier application is permitted. The Interpretation requires: (a) an entity to contemplate whether uncertain tax treatments should be considered separately, or together as a group, based on which approach provides better predictions of the resolution; (b) an entity to determine if it is probable that the tax authorities will accept the uncertain tax treatment; and (c) if it is not probable that the uncertain tax treatment will be accepted, measure the tax uncertainty based on the most likely amount or expected value, depending on whichever method better predicts the resolution of the uncertainty.

The adoption permitted.


Other accountingof these standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or areand interpretations is not expected to have a significant impactmaterial effect on the Company’s future results and financial statements.position.


4.Amendments to References to the Conceptual Framework in IFRS Standards

USE OF

On March 29, 2018 the International Accounting Standards Board (“IASB”) issued a revised version of its Conceptual Framework for Financial Reporting (the Framework), that underpins IFRS Standards. The IASB also issued Amendments to References to the Conceptual Framework in IFRS Standards (the Amendments) to update references in IFRS Standards to previous versions of the Conceptual Framework. Both documents are effective from January 1, 2020 with earlier application permitted.

Some Standards include references to the 1989 and 2010 versions of the Framework. The IASB has published a separate document which contains consequential amendments to affected Standards so that they refer to the new Framework, with the exception of IFRS 3 Business Combinations which continues to refer to both the 1989 and 2010 Frameworks. The Company does not intend to adopt the Amendments in its financial statements before the annual period beginning on January 1, 2020. The extent of the impact of the change has not yet been determined.

IAS 1 - Presentation of Financial Statements and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

In October 2018, the IASB issued amendments to International Accounting Standard (“IAS”) 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. The amendments are to clarify the definition of ‘material’ and to align the definition used in the Conceptual Framework and the standards themselves. The amendments are effective January 1, 2020. The Company is evaluating the impact of the adoption of these amendments.

3. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND JUDGEMENTSASSUMPTIONS


The preparation of the financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that can affect the reported amounts of assets, liabilities revenues and liabilities and disclosures of contingent assets and liabilities at the date of the financial statementsexpenses and the reported amounts of incomeaccompanying disclosures. Estimates and expenses during the reporting period. The preparation of the financial statements also requires management to exercise judgment in the process of applying the accounting policies.


On an on-going basis, management evaluates its judgementsassumptions are continuously evaluated and estimates in relation to assets, liabilities and expenses. Management usesare based on management’s historical experience and variouson other factors it believesassumptions believed to be reasonable under the circumstances, as the basis for itscircumstances. However, different judgments, estimates and estimates.  Revisions to accounting estimates are recognised prospectively from the periodassumptions could result in which the estimates are revised.  Actual outcomes may differ from those estimates.


Critical Accounting Estimate


The following is the key estimate and assumption uncertainty that has a significant risk of resulting inrequire a material adjustment withinto the next financial year.carrying amount of assets or liabilities affected in future periods.


Share-based payment transactions


The Company measures the costareas involving a higher degree of equity-settled transactions with employees by referencejudgement or complexity, or areas where assumptions and estimates are significant to the fairfinancial statements are:

(a) Recoverability of Exploration and Evaluation Assets

The ultimate recoverability of the exploration and evaluation assets of $64,479 carrying value at December 31, 2018, is dependent upon the Company’s ability to obtain the necessary financing and permits to complete the development and commence profitable production at the Manniitsoq Project, or alternatively, upon the Company’s ability to dispose of its interest therein on an advantageous basis. A review of the indicators of potential impairment is carried out at least at each period end.

44 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

Management undertakes a periodic review of these assets to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount of the assets is made. An impairment loss is recognized when the carrying value of the equity instruments atassets is higher than the date atrecoverable amount and when mineral license tenements are relinquished or have lapsed. In undertaking this review, management of the Company is required to make significant estimates of, among other things, discount rates, commodity prices, availability of financing, future operating and capital costs and all aspects of project advancement. These estimates are subject to various risks and uncertainties, which they are granted.  Estimating fair value for share-based payment transactions requires determiningmay ultimately have an appropriate valuation model, which is dependenteffect on the terms and conditionsexpected recoverability of the grant.  This estimate also requires determining appropriate inputs to the valuation model including the expected lifecarrying values of the share option, volatility and dividend yield and making assumptions about them.  The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 12.assets.






(b) Restoration Provisions


NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


4.

USE OF ESTIMATES AND JUDGEMENTS (cont’d)


Critical Judgments Used in Applying Accounting Policies


Restoration provisions


Management’s best estimates regarding the restoration provisions are based on the current economic environment. Changes in estimates of contamination, restoration standards and restoration activities result in changes to provisions from period to period. Actual restoration provisions will ultimately depend on future market prices for future restoration obligations. Management has determined that the Company does not have any significant restoration obligations as at December 31, 2015.2018.


(c) Valuation of Share-Based Compensation

The Company estimates the fair value of convertible securities such as warrants and options using the Black-Scholes Option Pricing Model which requires significant estimation around assumptions and inputs such as expected term to maturity, expected volatility and expected forfeiture rates. The accounting policies in Note 2(k) and Note 10 of the financial statements contain further details of significant assumptions applied to these areas of estimation.

(d) Going concernConcern


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


Exploration and evaluation expenditures


The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances.


Management is required to assess impairment in respect of exploration and evaluation assets.  The triggering events for exploration and evaluation asset impairment are defined inIFRS 6 Exploration and Evaluation of Mineral Resources and are as follows:


·

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;

·

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

·

exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area; and

·

sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.


Assumptions made may change if new information becomes available. If, after the expenditure is capitalized, information becomes available suggesting that the recovery of the expenditure is unlikely, the amount capitalized is written off in the statement of comprehensive loss in the period the new information becomes available.


Income taxes


The Company recognizes deferred tax assets relating to tax losses carried forward to the extent that it is probable that future taxable profits will be available against which they can be utilized.







NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


5.

CAPITAL MANAGEMENT


The Company manages its capital structure, which consists of share and working capital, and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties.  The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business.


Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size and nature of the Company, is reasonable.


There were no changes in the Company’s approach to capital management during the year ended December 31, 2015. The Company is not exposed to externally imposed capital requirements.


6.

FINANCIAL INSTRUMENT AND RISK MANAGEMENT


All financial instruments are measured in the statement of financial position at amortized cost. The carrying amount of the Company’s financial instruments approximate their fair value due to the short term maturity of these instruments.


Risk management is carried out by the Company’s management team with guidance from the Board of Directors.  The Company's risk exposures and their impact on the Company's financial instruments are summarized below:


a)

Credit Risk


Credit risk is the risk of a loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to cash, short-term investments and receivables. Cash and short-term investments are held with one reputable Canadian chartered bank and are closely monitored by management.  Financial instruments included in receivables consist of interest earned on investments.  Management believes that the credit risk concentration with respect to financial instruments included in cash, short-term investments and receivables is minimal.


b)

Liquidity Risk


Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due.  As at December 31, 2015, the Company held cash of $524,923 (2014 - $326,117), and short-term investments of $2,300,000 (2014 - $6,000,000) and had current liabilities of $249,604 (2014 - $297,344).  All of the Company’s liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.


c)

Market Risk


i)

Interest Rate Risk


Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company had cash balances and short-term investments, and no interest bearing debt.  The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions.  The Company periodically monitors the investments it makes and is satisfied with the credit worthiness of its banks.  Interest rate risk is minimal.






NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


6.

FINANCIAL INSTRUMENT AND RISK MANAGEMENT (cont’d)


c)

Market Risk (cont’d)


ii)

Foreign Currency Risk


Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The Company operates in Canada and Greenland and a portion of exploration and evaluation assets are incurred in US dollars, Euros and Danish Krones. Consequently, the Company is exposed to foreign currency risk.


The Company’s Canadian dollar equivalent of financial assets and liabilities that are denominated in Danish Krones and Euros at December 31, 2015 consist of accounts payable of $3,029 (2014 - $Nil).  

iii)

Price Risk


The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. To mitigate price risk, the Company closely monitors commodity prices of precious metals and the stock market to determine the appropriate course of action to be taken by the Company.


7.

4. SHORT-TERM INVESTMENTS


Short-term investments are comprised of a highly liquid Canadian dollar denominated guaranteed investment certificate with an initial term to maturity greater than ninety days, but not more than one year, that is readily convertible to a contracted amount of cash. The counter-party is a Canadian financial institution. AtDuring the year ended December 31, 2015,2018, the instrument was yielding an annual interest rate range of 0.90%1.55% (December 31, 2017 - 1.05% (2014 – 1.20%1.10%). The fair market value

5. RECEIVABLES AND OTHER CURRENT ASSETS

A summary of the Company’s short-term investment approximates its carrying value at the balance sheet dates.


8.

RECEIVABLES


 

 

December 31,

 

December 31,

 

 

2015

 

2014

Sales taxes receivable

$

53,732

$

16,383

Interest receivable

 

11,635

 

40,044

 

$

65,367

$

56,427







NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year endedreceivables and other current assets as of December 31, 20152018 is detailed in the table below:


  

December 31,

2018

  

December 31,

2017

 
Sales taxes receivable  75   143 
Interest receivable  10   16 
Other current assets  48   83 
   133   242 

9.Other current assets is comprised of prepaid expenses.

EQUIPMENT


 

 

Exploration

Equipment

 

Computer

Equipment

 

Computer

Software

 

Total

Cost:

 

 

 

 

 

 

 

 

At December 31, 2014

$

46,674

$

-

$

5,360

$

52,034

Additions

 

-

 

7,141

 

130,522

 

137,662

 

 

 

 

 

 

 

 

 

At December 31, 2015

$

46,674

$

7,141

$

135,882

$

189,696

 

 

 

 

 

 

 

 

 

Amortization:

 

 

 

 

 

 

 

 

At December 31, 2014

$

18,333

$

-

$

5,360

$

23,693

Charge for the period

 

9,335

 

3,592

 

59,749

 

72,676

 

 

 

 

 

 

 

 

 

At December 31, 2015

$

27,668

$

3,592

$

65,109

$

96,369

 

 

 

 

 

 

 

 

 

Net book value:

 

 

 

 

 

 

 

 

At December 31, 2015

$

19,006

$

3,549

$

70,773

$

93,327


 

 

Exploration

Equipment

 

Computer

Software

 

Total

Cost:

 

 

 

 

 

 

At December 31, 2013

$

46,674

$

5,360

$

52,034

Additions

 

-

 

-

 

-

 

 

 

 

 

 

 

At December 31, 2014

$

46,674

$

5,360

$

52,034

 

 

 

 

 

 

 

Amortization:

 

 

 

 

 

 

At December 31, 2013

$

8,998

$

5,360

$

14,358

Charge for the year

 

9,335

 

-

 

9,335

 

 

 

 

 

 

 

At December 31, 2014

$

18,333

$

5,360

$

23,693

 

 

 

 

 

 

 

Net book value:

 

 

 

 

 

 

At December 31, 2014

$

28,341

$

-

$

28,341





45 | North American Nickel / YEAR END 2018



NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

6. PROPERTY, PLANT AND EQUIPMENT

The table below sets out costs and accumulated depreciation as at December 31, 20152018 and 2017:

  Exploration Equipment  Computer Equipment  Computer Software  Total 
Cost            
Balance – December 31, 2016  47   10   136   193 
Additions  20   -   -   20 
Balance – December 31, 2017 and 2018  67   10   136   213 
                 
Accumulated Depreciation            
Balance – December 31, 2016  32   7   100   139 
Depreciation  6   1   18   25 
Balance – December 31, 2017  38   8   118   164 
Depreciation  5   1   8   14 
Balance – December 31, 2018  43   9   126   178 
                 
Carrying Amount                
As at December 31, 2016  15   3   36   54 
As at December 31, 2017  29   2   18   49 
As at December 31, 2018  24   1   10   35 

46 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

10.

7. EXPLORATION AND EVALUATION ASSETS


 

Canada

 

Greenland

 

 

 

 

Post Creek

Property

 

 

Halcyon

Property

 

 

Maniitsoq

Property

 

Total

Mineral Properties Acquisition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Balance, December 31, 2014

$

238,000

 

$

179,000

 

$

11,497

$

428,497

 

 

 

 

 

 

 

 

 

 

 

     Acquisition costs - cash

 

20,000

 

 

19,000

 

 

-

 

39,000

     Acquisition costs - Shares

 

-

 

 

-

 

 

-

 

-

     Impairment

 

-

 

 

-

 

 

-

 

-

  Balance, December 31, 2015

 

258,000

 

 

198,000

 

 

11,497

 

467,497

 

 

 

 

 

 

 

 

 

 

 

Expenditures (recoveries)

 

 

 

 

 

 

 

 

 

 

  Balance, December 31, 2014

 

976,009

 

 

118,233

 

 

19,095,015

 

20,189,257

 

 

 

 

 

 

 

 

 

 

 

     Administration

 

-

 

 

-

 

 

231,500

 

231,500

     Assay and sampling (recovery)

 

-

 

 

-

 

 

187,774

 

187,774

     Claim fees/ Assessment fees

 

458

 

 

686

 

 

1,135

 

2,279

     Consulting services

 

26,976

 

 

8,200

 

 

1,328,844

 

1,364,020

     Drilling expenses (recovery)

 

-

 

 

-

 

 

542,346

 

542,346

     Equipment and supplies

 

335

 

 

20,531

 

 

201,430

 

222,296

     Equipment rental

 

-

 

 

-

 

 

12,747

 

12,747

     Environment, Health & Safety

 

-

 

 

-

 

 

4,300

 

4,300

     Geophysics

 

-

 

 

-

 

 

1,229,367

 

1,229,367

     Licenses and fees

 

-

 

 

-

 

 

9,180

 

9,180

     Camp costs

 

-

 

 

-

 

 

1,945,505

 

1,945,505

     Charter aircraft

 

-

 

 

-

 

 

2,712,656

 

2,712,656

     Shipping and printing costs

 

-

 

 

-

 

 

110,061

 

110,061

     Survey costs

 

-

 

 

-

 

 

33,659

 

33,659

     Storage

 

-

 

 

-

 

 

8,422

 

8,422

     Technical Studies

 

-

 

 

-

 

 

79,020

 

79,020

     Telephone

 

-

 

 

-

 

 

682

 

682

     Travel and accommodation

 

1,726

 

 

-

 

 

349,555

 

351,281

 

 

29,495

 

 

29,417

 

 

8,988,182

 

9,047,094

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

1,005,504

 

 

147,650

 

 

28,083,197

 

29,236,351

 

 

 

 

 

 

 

 

 

 

 

Total, Balance December 31, 2015

$

1,263,504

 

$

345,650

 

$

28,094,694

$

29,703,848

 

 

 

 

 

 

 

 

 

 

 

  Canada  US  Greenland    
  Post Creek Property  Halcyon Property  Quetico Claims  Section 35 Property  Maniitsoq Property  Total 
Acquisition                  
Balance,December31, 2017  278   214   -   6   36   534 
Acquisition costs – cash  10   8   42   2   6   68 
Balance, December 31, 2018  288   222   42   8   42   602 
                          
Exploration                        
Balance, December 31, 2017  1,138   187   -   -   48,635   49,960 
Administration  2   2   1   -   486   491 
Camp operations  -   -   -   -   2,943   2,943 
Corporate social responsibility  1   1   -   -   58   60 
Drilling expenses  219   -   -   -   4,270   4,489 
Environment, health and safety  -   -   -   -   135   135 
Geology  40   17   20   -   662   739 
Geophysics  29   -   1   -   824   854 
Infrastructure  -   -   -   -   31   31 
Helicopter charter aircraft  -   -   -   -   4,138   4,138 
Property maintenance  2   2   -   -   18   22 
Technical studies  -   -   -   -   15   15 
   293   22   22   -   13,580   13,917 
Balance, December 31, 2018  1,431   209   22   -   62,215   63,877 
Total, December 31, 2018  1,719   431   64   8   62,257   64,479 


  Canada  US  Greenland    
  

Post Creek

Property

  

Halcyon

Property

  Section 35 Property  

Maniitsoq

Property

  

 

Total

 
Acquisition               
Balance, December 31, 2016  268   206   3   20   497 
Acquisition costs – cash  10   8   3   16   37 
Balance, December 31, 2017  278   214   6   36   534 
                     
Exploration                    
Balance, December 31, 2016  1,085   173   -   36,587   37,845 
Administration  2   -   -   516   518 
Corporate social responsibility  -   -   -   37   37 
Drilling expenses  -   -   -   3,337   3,337 
Environment, health and safety  -   -   -   99   99 
Camp operations  -   -   -   3,004   3,004 
Helicopter charter aircraft  -   -   -   3,058   3,058 
Geology  48   14   -   691   753 
Geophysics  2   -   -   1,014   1,016 
Infrastructure  -   -   -   255   255 
Property maintenance  -   -   -   7   7 
Technical studies  1   -   -   30   31 
   53   14   -   12,048   12,115 
Balance, December 31,2017  1,138   187   -   48,635   49,960 
Total, December 31, 2017  1,416   401   6   48,671   50,494 

47 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)








NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


10.

EXPLORATION AND EVALUATION ASSETS (cont’d)


 

Canada

 

Greenland

 

 

 

 

Post Creek

Property

 

 

Halcyon

Property

 

 

Maniitsoq

Property

 

Total

Mineral Properties Acquisition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Balance, December 31, 2013

$

223,000

 

$

164,000

 

$

11,497

$

398,497

 

 

 

 

 

 

 

 

 

 

 

     Acquisition costs - cash

 

15,000

 

 

15,000

 

 

-

 

30,000

     Acquisition costs - Shares

 

-

 

 

-

 

 

-

 

-

     Impairment

 

-

 

 

-

 

 

-

 

-

  Balance, December 31, 2014

 

238,000

 

 

179,000

 

 

11,497

 

428,497

 

 

 

 

 

 

 

 

 

 

 

Expenditures (recoveries)

 

 

 

 

 

 

 

 

 

 

  Balance, December 31, 2013

 

975,049

 

 

95,906

 

 

10,872,163

 

11,943,118

 

 

 

 

 

 

 

 

 

 

 

     Administration

 

-

 

 

-

 

 

131,650

 

131,650

     Assay and sampling (recovery)

 

-

 

 

-

 

 

174,395

 

174,395

     Automobile costs

 

-

 

 

-

 

 

150

 

150

     Consulting services

 

960

 

 

-

 

 

835,982

 

836,942

     Drilling expenses (recovery)

 

-

 

 

-

 

 

1,522,613

 

1,522,613

     Equipment and supplies

 

-

 

 

22,327

 

 

400,006

 

422,333

     Equipment rental

 

-

 

 

-

 

 

33,448

 

33,448

     Camp costs

 

-

 

 

-

 

 

2,129,670

 

2,129,670

     Charter aircraft

 

-

 

 

-

 

 

2,006,158

 

2,006,158

     Shipping and printing costs

 

-

 

 

-

 

 

18,634

 

18,634

     Survey costs

 

-

 

 

-

 

 

832,728

 

832,728

     Telephone

 

-

 

 

-

 

 

2,315

 

2,315

     Travel and accommodation

 

-

 

 

-

 

 

135,102

 

135,102

 

 

 

 

 

 

 

 

 

 

 

     Impairments

 

-

 

 

-

 

 

-

 

-

 

 

960

 

 

22,327

 

 

8,222,851

 

8,246,139

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2014

 

976,009

 

 

118,233

 

 

19,095,015

 

20,189,257

 

 

 

 

 

 

 

 

 

 

 

Total, Balance December 31, 2014

$

1,214,009

 

$

297,233

 

$

19,106,512

$

20,617,754

 

 

 

 

 

 

 

 

 

 

 







NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


10.

EXPLORATION AND EVALUATION ASSETS (cont’d)


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


Post Creek


On December 23, 2009, the Company executed a letter of intent whereby the Company has an option to acquire a mineral claim known as the Post Creek Property located within the Sudbury Mining District of Ontario, and paid a non-refundable deposit of $7,500.Ontario.


On April 5, 2010 and as amended on March 12, 2013, the Company entered into an option agreement to acquire a 100% interest in the Post Creek Property, subject to certain net smelter return royalties (“NSR”) and advance royalty payments. To December 31, 2015, the Company has completed the required consideration and acquired its interest in the Post Creek Property. Commencing August 1, 2015, the Company is obligated to pay advances on the NSR of $10,000$10 per annum, totaling $5,000 (paid) fortotalling $10 during the year ended December 31, 2015,2018 (December 31, 2017 - $10), the total of which will be deducted from any payments to be made under the NSR.


During the year ended December 31, 2015,2018, the Company paid acquisition costs totalling $15,000 (2014 - $15,000) and incurred exploration expenditures totalling $29,495 (2014$293 (December 31, 2017 - $960)$53) on the Post Creek Property.


Halcyon


On April 5, 2010 and as amended on March 12, 2013, the Company entered into an option agreement to acquire rights to Halcyon Property, subject to certain NSR and advance royalty payments. To December 31, 2015, the Company has completed the required consideration and acquired its interest in the Halcyon Property. Commencing August 1, 2015, the Company is obligated to pay advances on the NSR of $8,000$8 per annum, totaling $4,000 (paid) fortotalling $8 during the year ended December 31, 2015,2018, (December 31, 2017 - $8), the total of which will be deducted from any payments to be made under the NSR.NSR arrangement.


During the year ended December 31, 2015,2018, the Company paid acquisition costs totaling $15,000 (2014incurred $22 (December 31, 2017 - $15,000)$14) in exploration and incurred $29,417 (2014 - $22,327) in explorationlicense related expenditures on the Halcyon Property.


Maniitsoq


Quetico

On April 26, 2018, the Company acquired certain claims known as Quetico located within the Sudbury Mining District of Ontario. During the year ended December 2018, the Company incurred total acquisition and exploration related costs of $64 (December 31, 2017 - $nil).

The Company had no minimum required exploration commitment for the year ended December 31, 2018 as it is not required to file any geoscience assessment work between the initial recording of a mining claim and the first anniversary date of the mining claim.

By the second anniversary of the recording of a claim and by each anniversary thereafter, a minimum of $400 worth of exploration activity per claim unit must be reported to the Provincial Recording Office. The company could maintain mining claims by filing an Application to Distribute Banked Assessment Work Credits form before any due date. Payments in place of reporting assessment work may also be used to meet yearly assessment work requirements, provided the payments are not used for the first unit of assessment work and consecutively thereafter. Payments cannot be banked to be carried forward for future use. The total annual work requirement for Quetico project after April 26, 2020 is $324 should the Company maintain the current size of the claims.

During the year ended December 31, 2018, the Company spent a total of $2 (December 31, 2017 - $3) in license related expenditures on the Section 35 Property.

Section 35 Property

On January 4, 2016, the Company entered into a 10 year Metallic Minerals Lease (the “Lease”) with the Michigan Department of Natural Resources for an area comprised of a number of acres. The terms of the Lease require an annual rental fee at a rate of US $3.00 per acre for years 1-5 and at a rate of US $6.00 per acre for years 6-10. The Company shall pay a minimum royalty at a rate of US $10.00 per acre for the 11th year onwards, with an increase of an additional US $5.00 per acre per year up to a maximum of US $55.00 per acre per year. A production royalty of between 2% - 2.5% is payable from production of minerals and/or mineral products from an established mining operation area. The Company paid the first year rental fee and the required reclamation deposit of $14 (US $10). The Department of Natural Resources shall annually review the level of the reclamation deposit and shall require the amount to be increased or decreased to reflect changes in the cost of future reclamation of the leased premises.

Maniitsoq

The Company has been granted certain exploration licenses, by the Bureau of Minerals and Petroleum (“BMP”) of Greenland for exclusive exploration rights of an area comprising the Maniitsoq Property, located near Ininngui, Greenland. The Property is subject to a 2.5% NSR. The Company can reduce the NSR to 1% by paying $2,000 on or before 60 days from the decision to commence commercial production.

At the expiration of the first license period, the Company may apply for a second license period (years 6-10), and the Company may apply for a further 3-year license for years 11 to 13. Thereafter, the Company may apply for additional 3-year licenses for years 14 to 16, 17 to 19 and 20 to 22. The Company will be required to pay additional license fees and will be obligated to incur minimum eligible exploration expenses for such years.

48 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

The Company may terminate the licenses at any time; however any unfulfilled obligations according to the licenses will remain in force, regardless of the termination.

Future required minimum exploration expenditures will be adjusted each year on the basis of the change to the Danish Consumer Price Index.

During the year ended December 31, 2018, the Company spent an aggregate of $13,586 (December 31, 2017 - $12,064) in exploration and license related expenditures on the Maniitsoq Property, which is comprised of the Sulussugut, Ininngui and Carbonatite Licenses. Further details on the licenses and related expenditures are outlined below.

Sulussugut License (2011/54)

(All references to amounts in Danish Kroners, “DKK” are in thousands of DKK)

Effective August 15, 2011, the Company was granted an exploration license (the “Sulussugut License”) by the Bureau of Minerals and Petroleum (“BMP”)BMP of Greenland for exclusive exploration rights of an area located near Sulussugut, Greenland. The Company paid a license fee of $5,742 (Danish Krones (“DKK”) 31,400)$6 (DKK 31) upon granting of the Sulussugut License. The Sulussugut License is valid for 5 years until December 31, 2015, with December 31, 2011 being the first year providing the Company meets the terms of the license, which includes that specified eligible exploration expenditures must be made. The application for another 5 year term on the Sulussugut License was submitted to the Greenland Mineral Licence & Safety Authority which was effective on April 11, 2016.2016, with December 31, 2017 being the seventh year. During the year ended December 31, 2016, the Company paid a license fee of $8 (DKK 40) which provides for renewal of the Sulussugut License until 2020.


OnTo December 31, 2015, under the current 5 yearterms of a preliminary license, the Company completed the exploration requirements of an estimated minimum of DKK 83,809,34083,809 (approximately CDN $15,808,386)$15,808) between the years ended December 31, 2011 to 2015 by incurring $26,110,746$26,116 on the Sulussugut License.


ToThe accumulated exploration credits held at the end to December 31, 2015, the Company’s expenditures exceeded the minimum requirement and the Company has a surplus of DKK 62,822,024 (approximately CDN $11,981,920), and the Company was granted a credit for the excess, which may100,304 can be used towards future expense requirements on the Sulussugut License in year 2016.


carried forward until 2019. Under the terms of the Sulussugut License,second license period, the Company is obligated to reduce the area of the license by at least 30%, which was accomplished by the Company reducing the area by 1,505 square kilometres by December 31, 2013.  This amended therequired minimum required eligible exploration expenditure in 2013 to be DKK 26,197,760 (approximately CDN $4,807,000).






NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

Forexpenditures for the year ended December 31, 2015


10.

EXPLORATION AND EVALUATION ASSETS (cont’d)


In 2014,2017 was DKK 44,374 (approximately $8,955). As of December 31, 2018, the Company reducedhas spent $55,732 on exploration costs for the Sulussugut License.

To December 31, 2018, the Company has completed all obligations with respect to required reduction of the area of the license.

During the year ended December 31, 2018, the Company had approved exploration expenditures of DKK 79,604 (approximately $16,342) which results in the total carried credits for the Sulussugut License from 3,366 square kilometres to 2,689 square kilometres with an exploration commitment ofat DKK 21,368,070326,111 (approximately CDN $4,205,000)$66,951).

The Company completed approved expenditureshad no minimum required exploration for 2014 of DKK 55,509,353 (approximately CDN $7,715,000).  With a credit from 2013 of DKK 28,680,741 (approximately CDN $5,406,000) and commitment of DKK 21,368,070 leavesthe year ended December 31, 2018.During the year ended December 31, 2018, the Company with excess creditsspent a total of DKK 62,822,024 (approximately CDN $11,981,920).


The required minimum$10,795 (December 31, 2017 - $11,079) in exploration and license related expenditures on the Sulussugut License.

Ininngui License for year 5, ending December 31, 2015, is based on an annual approximation of DKK 21,668,160 (approximately CDN $4,121,284). The Company did not reduce the Sulussugut License area in 2015 and therefore the exploration commitment will be held to DKK 21,668,160 (approximately CDN $4,121,284).  (2012/28)


Effective March 4, 2012, the Company was granted an additional exploration license (the “Ininngui License”) by the BMP of Greenland for exclusive exploration rights of an area located near Ininngui, Greenland. The Company paid a license fee of $5,755$6 (DKK 32,200)32) upon granting of the Ininngui License. The Ininngui License iswas valid for 5 years until December 31, 2016, with December 31, 2012 being the first year. The Ininngui License is contiguous with the Sulussugut License.


To December 31, 2015,2018, the Company’s expenditures exceeded the minimum requirement and the Company has a surplustotal cumulative credit of DKK 7,993,73735,509 (approximately CDN $1,507,000), and$7,290). The credits may be carried forward until December 31, 2021.

The Company had no minimum required exploration for the year ended December 31, 2018. As of December 31, 2018, the Company was granted a credithas spent $5,121 on exploration costs for the excess, which may be used towards future expense requirements on the Ininngui License in years 2015 DKK 1,945,569 and 2016 DKK 2,523,309 and, should the Company be granted an extension on the exploration license, 2017 DKK 5,470,428.License.


49 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

On September 18, 2013, the Ininngui license was enlarged to 265 square kilometers at the Company’s request. The required minimum eligible exploration expenses for year 2 on the Ininngui License was DKK 565,950 (approximately CDN $104,000). The license area was unchanged during 2014 and the exploration commitment was DKK 2,388,150 (approximately CDN $470,000).


In 2014, the Company had approved expenditures of DKK 5,470,428 which is made up of exploration expenditures of DKK 3,646,952 (approximately CDN $507,000) and a general supplement of DKK 1,823,476. The exploration obligation for 2014 was DKK 2,388,150 (approximately CDN $470,000).  The Company carried credits from 2012 of DKK 1,945,569 and 2013 of DKK 2,965,890 with a credit balance of DKK 7,993,737 (approximately CDN $1,507,000) at the end of 2014.


The required minimum exploration expenditures on the Ininngui License for years 4-5, ending December 31, 2016, have not yet been determined, but are based on an annual approximation of DKK 2,421,600 (approximately CDN $460,000).


For both licenses, future required minimum exploration expenditures will be adjusted each year on the basis of the change to the Danish Consumer Price Index.


Should the Company not incur the minimum exploration expenditures on eitherthe license in any one year from years 2-5, the Company may pay 50% of the difference in cash to BMP as full compensation for that year. This procedure may not be used for more than 2 consecutive calendar years. Toyears and as at December 31, 2015,2018, the Company has not used the procedure for eitherthe license.


AfterDuring the year 5,ended December 31, 2018, the Company may applyspent a total of $1,423 (December 31, 2017 - $985) in exploration and license related expenditures on the Ininngui License.

Carbonatite License (2018/21)

Effective May 4, 2018, the Company was granted an exploration license (the “Carbonatite License”) by the BMP of Greenland for exclusive exploration rights of an additionalarea located near Maniitsoq in West Greenland. The Company paid a license fee of $7 (DKK 31) upon granting of the Carbonatite License. The Carbonatite License is valid for 5 years for either license. Thereafter,until December 31, 2022, with December 31, 2018 being the Company may apply for a license for up to 6 additional years, in 2 year license increments. The Company will be required to pay additional license fees and will be obligated to incur minimum exploration costs for such years, which are yet to be determined.


The Company may terminate the licenses at any time; however, any unfulfilled obligations according to the licenses will remain in force, regardless of the termination.


first year. As of December 31, 2015,2018, the Company has spent $26,115,831$1,362 on exploration costs for the Sulussugut License (2014Carbonatite License.

During the year ended December 31, 2018, the Company spent a total of $1,369 in exploration and license related expenditures (December 31, 2017 - $17,575,845)$Nil) for the Carbonatite License.

The Company had a minimum required exploration obligation of DKK 269 (approximately $55) for the year ended December 31, 2018. To December 31, 2018, the Company’s expenditures exceeded the minimum requirement and the Company has spent $1,967,366a total surplus credit of DKK 9,840 (Approximately $2,018). The credit may be carried forward until December 31, 2021.

8. TRADE PAYABLES AND ACCRUED LIABILITIES

  

December 31,

2018

  

December 31,

2017

 
Trade payables  477   813 
Amounts due to related parties (Note 11)  1   42 
Accrued liabilities  78   114 
   556   969 

9. LOAN PAYABLE

On April 22, 2016, the Company issued a term note to Sentient Executive GP IV Limited (“Sentient”) and received a loan of $4,500 (the “Loan”). The Loan was due on exploration costs forApril 30, 2017 and was made on an interest free basis. Sentient is a significant shareholder of the Ininngui License (2014 - $1,519,170).Company.


The propertyCompany discounted the Loan at an interest rate of 15% per annum, being the estimated market rate. Accordingly, upon issuance, the Company recorded an amount of $265 to reserves, which was to be amortized as interest expense over the term of the Loan.

Under the terms of the Loan, Sentient had the right, at its option, to require early pre-payment in the event that, during the term of the Loan, the Company successfully completed an issuance of common shares to third parties for gross proceeds of not less than $2,000. In the event the maximum offering amount is subjectraised, being $12,000, Sentient was required to a 2.5% NSR.be repaid the full loan of $4,500. During the year ended December 31, 2016, the Company closed private placements (Note 10), which triggered full repayment of the Loan. The Company can reducerepaid the NSRLoan and, accordingly, the full amount of $265 was reallocated to 1% by paying $2,000,000share capital on or before 60 days fromsettlement and recorded on the decision to commence commercial production.statement of comprehensive loss as interest expense.



The Company also issued Sentient 952,380 common shares, at a fair value of $95, as a finance fee for advancing the Loan.


50 | North American Nickel / YEAR END 2018



NORTH AMERICAN NICKEL INC.

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 20152018


(Expressed in thousands of Canadian dollars, except per share amounts)

11.

TRADE PAYABLES AND ACCRUED LIABILITIES


 

 

December 31,

 

December 31,

 

 

2015

 

2014

Trade payables

$

164,057

$

60,218

Amounts due to related parties (Note 13)

 

24,026

 

216,877

Accrued liabilities (Note 13)

 

61,521

 

20,249

 

$

249,604

$

297,344


12.

10. SHARE CAPITAL, WARRANTS AND OPTIONS


a)

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


b)

a) Common shares issued and outstanding


Year2018

On April 19, 2018, the Company closed a non-brokered private placement equity financing of 233,333,333 units at a price of $0.075 per unit and raised aggregate gross proceeds of $17,500. Each unit consists of one common share and one-half of one common share purchase warrant of the Company. Each warrant will entitle the holder to acquire one common share of the Company at an exercise price of $0.12 for a period of 24 months from its date of issuance. The Company incurred total share issuance costs of $579, of which $250 is recorded in trade payables at December 31, 2018. The Company allocated a $2,572 fair value to the warrants issued in conjunction with the private placement. The fair value of warrants was determined on a pro-rata basis using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 2 years, expected dividend yield of 0%, a risk-free interest rate of 1.91% and an expected volatility of 94.26%.

Contemporary Amperex Technology Limited (“CATL”) subscribed for 200,000,000 units of the aforementioned private placement for a total purchase price of $15,000. At December 31, 2018, CATL beneficially owns, or exercises control or direction over approximately 25.38% of the currently issued and outstanding shares of the Company. As per the subscription agreement, CATL has pre-emptive rights and the right to nominate one director to the board of directors of the Company.

Sentient subscribed for 13,333,333 units of the aforementioned private placement for a total purchase price of $1,000. At December 31, 2018, Sentient beneficially owns, or exercises control or direction over 369,809,820 common shares constituting approximately 46.93% of the currently issued and outstanding shares of the Company.

As at December 31, 2018, the Company has 787,928,500 common shares issued and outstanding, (December 31, 2017 – 554,595,167).

2017

On June 8, 2017, the Company closed a brokered placement, through a prospectus, of units for total gross proceeds of $10,877. The Company issued 145,030,833 units at a price of $0.075 per unit. Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one common share at an exercise price of $0.12 until June 8, 2019. The Company paid share issuance costs of $533 and also issued 1,965,093 agent’s warrants, exercisable at $0.075 per warrant until June 8, 2019. The Company allocated a $1,500 fair value to the warrants issued in conjunction with the private placement and $61 to agent’s warrants. The fair value of warrants was determined on a pro-rata basis using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 2 years, expected dividend yield of 0%, a risk-free interest rate of 0.71% and an expected volatility of 98.60%. The Company also granted the agent an overallotment option for a period of 30 days, which expired unexercised. The fair value of overallotment option of $39 was recorded as a share issuance cost and was determined on a pro-rata basis using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 30 days, expected dividend yield of 0%, a risk-free interest rate of 0.71% and an expected volatility of 66.6%.

51 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2015:2018


(Expressed in thousands of Canadian dollars, except per share amounts)

On August 15, 2017, the Company closed a non-brokered private placement of units for total proceeds of $3,074. The Company issued 1,149,00040,982,448 units at a price of $0.075 per unit. Each unit consists of one common share in the capital of the Company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to acquire one common share at an exercise price of $0.12 until August 15, 2019. The Company allocated a $519 fair value to the warrants issued from the private placement. Direct financing costs totalled $16 resulting in net proceeds to the Company of $3,058. The fair value of warrants was determined on a pro-rata basis using the Black-Scholes Option Pricing Model with the following assumptions; expected life of 2 years, expected dividend yield of 0%, a risk-free interest rate of 1.23% and an expected volatility of 98.64%.

2016

On April 28, 2016, the Company issued 952,380 common shares for stock options exercised at $0.10 per share for proceedsa fair value of $114,900. The Company reallocated $57,450 from share-based payments reserve to share capital upon exercise.$95 as a finance fee.


The Company issued 7,461,748 common shares for warrant exercises at $0.21 per share for proceeds of $1,566,967.


On July 20, 2015,21, 2016, the Company closed a private placement of 29,054,07992,668,907 units at a price of $0.22$0.075 per unit for gross proceeds of $6,391,897.$6,950. Each unit consists of one common share of the Company and one half of one common share purchase warrant. Each whole warrant entitles the purchaser to purchase an additional common share at a price of $0.30$0.12 per share until July 20, 2017.21, 2018. Share issuance costs of $216,482$571 were incurred in connection with the private placement. The Company also issued 251,370 broker’s1,203,695 agent’s warrants, exercisable at $0.30$0.075 per warrant until July 20, 2017.21, 2018. The Company allocated a fair value of $17,824$48 to the broker’sagent’s warrants underusing the Black-Scholes Option Pricing Model with the following assumptions: expected life of 2 years, expected dividend yield of 0%, a risk-free interest rate of 0.42%0.57% and an expected volatility of 89.61%91.06%.


Year ended December 31, 2014:


The Company issued 300,000 common shares for stock options exercised at $0.15 per share for proceeds of $45,000. The Company reallocated $49,402 from share-based payments reserve to share capital upon exercise.also granted the agent an overallotment option, which expired unexercised.


The Company issued 200,000 common shares for stock options exercised at $0.24 per share for proceeds of $48,000. The Company reallocated $39,887 from share-based payments reserve to share capital upon exercise.


On April 17, 2014, the Company issued 294,117 common shares for warrants exercised at $0.21 per share for proceeds of $61,765.


On May 29, 2014,September 12, 2016, the Company closed a private placement of 28,424,152 sharesand issued 67,331,093 units at a price of $0.33$0.075 per unit for gross proceeds of $5,050. Each unit consists of one common share of the Company and one half of one common share purchase warrant. Each whole warrant entitles the purchaser to purchase an additional common share at a price of $0.12 per share for proceeds of $9,379,970. In lieu of cash, 50,000 shares were issued as finder’s fees with a fair value of $16,500.  Share issuance costs of $20,363 were incurred in relation to this private placement.until September 12, 2018.


The Company issued 15,326 common shares upon the conversion of 13,794 preferred shares. The par value of $13,794 was transferred to share capital.


The Company issued 104,500 common shares for stock options exercised at $0.15 per share for proceeds of $15,675. The Company upon the stock option exercise reversed $17,547 in stock-based compensation amounts.







NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


12.

SHARE CAPITAL (cont’d)


c)

b) Preferred shares issued and outstanding


AtAs at December 31, 2015,2018, December 31, 2017 and December 31, 2016, there are 590,931 (2014 – 590,931) series 1 preferred shares outstanding.  In July 2014, 13,794 preferred shares were converted into 15,326 common shares and the par value of $13,794 was transferred to share capital.


The rights and restrictions of the preferred shares are as follows:


i)

dividends shall be paid at the discretion of the directors;

ii)

the holders of the preferred shares are not entitled to vote except at meetings of the holders of the preferred shares, where they are entitled to one vote for each preferred share held;

iii)

the shares are convertible at any time after 6 months from the date of issuance, upon the holder serving the Company with 10 days written notice; and

iv)

i)dividends shall be paid at the discretion of the directors;
ii)the holders of the preferred shares are not entitled to vote except at meetings of the holders of the preferred shares, where they are entitled to one vote for each preferred share held;
iii)the shares are convertible at any time after 6 months from the date of issuance, upon the holder serving the Company with 10 days written notice; and
iv)the number of the common shares to be received on conversion of the preferred shares is to be determined by dividing the conversion value of the share, $1 per share, by $0.90.

52 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share by $0.90.amounts)


d)

c) Warrants


A continuity schedulesummary of outstanding common share purchase warrants atactivity during the years ended December 31, 20152018, December 31, 2017 and December 31, 2016 is as follows:


December 31, 2015

 

December 31, 2014

 December 31, 2018 December 31, 2017 December 31, 2016 

Number

Outstanding

Weighted

Average

Exercise Price

 

Number

Outstanding

Weighted

Average

Exercise Price

 Number Outstanding Weighted Average Exercise Price ($) Number Outstanding Weighted Average Exercise Price ($) Number Outstanding Weighted Average Exercise Price ($) 

Outstanding, beginning of year

25,137,030

$                   0.47

 

25,431,147

$                 0.46

  176,175,413   0.12   95,982,036   0.15   27,738,344   0.49 

Issued

14,778,344

0.30

 

-

-

  116,666,664   0.12   94,971,721   0.12   81,203,692   0.12 

Cancelled/ Expired

(4,715,282)

0.21

 

-

-

Exercised

(7,461,748)

0.21

 

(294,117)

0.21

 

 

 

 

 

Cancelled / Expired  (34,869,241)  0.12   (14,778,344)  0.30   (12,960,000)  0.71 

Outstanding, end of year

27,738,344

$                   0.49

 

25,137,030

$                 0.47

  257,972,836   0.12   176,175,413   0.12   95,982,036   0.15 


At December 31, 2015,2018, the Company had outstanding common share purchase warrants exercisable to acquire common shares of the Company as follows:


Warrants

Outstanding

 

Expiry Date

 

Exercise Price

Weighted Average

remaining contractual

life (in years)

3,460,000

 

August 30, 2016

 

$           1.00

0.67

4,750,000

 

August 30, 2016

 

$           0.50

0.67

4,750,000

 

August 30, 2016

 

$           0.70

0.67

14,778,344

 

July 20, 2017

 

$           0.30

1.55

27,738,344

 

 

 

 

0.47

Warrants Outstanding  Expiry Date 

Exercise

Price ($)

  

Weighted Average

remaining contractual life

(years)

 72,515,414  June 8, 2019  0.12  0.12
 1,965,083  June 8, 2019  0.075  0.00
 46,334,451  July 21, 20191,2  0.12  0.10
 20,491,224  August 15, 2019  0.12  0.05
 116,666,664  April 19, 2020  0.12  0.59
 257,972,836        0.86







NORTH AMERICAN NICKEL INC.

Notes1The warrants are subject to an acceleration clause such that if the Financial Statements

Expressed in Canadian Dollars

Forvolume-weighted average trading price of the year endedCompany’s common shares on the TSX-V exceeds $0.18 per common share for a period of 10 consecutive trading days at any date before the expiration date of such warrants, the Company may, at its option, accelerate the warrant expiry date to within 30 days. To December 31, 20152018, the Company’s common shares have not met the criterion for acceleration.


12.2On September 1, 2018, the TSXV approved an extension of the term of the warrants from July 21, 2018 to July 21, 2019. All other terms, including the exercise price, remain the same.

SHARE CAPITAL (cont’d)


e)

d) Stock options


The Company adopted a Stock Option Plan (the “Plan”), providing the authority to grant options to directors, officers, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the Plan, the exercise price of each option equals the market price or a discounted price of the Company’s stock as calculated on the date of grant. The options can be granted for a maximum term of 10 years.


53 | North American Nickel / YEAR END 2018

The changes in stock options during

Notes to the Consolidated Financial Statements

For the year ended December 31, 2015 are2018

(Expressed in thousands of Canadian dollars, except per share amounts)

A summary of option activity under the Plan during the years ended December 31, 2018, December 31, 2017 and December 31, 2016 is as follows:


 

December 31, 2015

 

December 31, 2014

 

Number

Outstanding

Weighted

Average

Exercise Price

 

Number

Outstanding

Weighted

Average

Exercise Price

 

 

 

 

 

 

Outstanding, beginning of year

12,548,000

$                0.31

 

8,087,500

$               0.17

  Granted

1,350,000

0.25

 

5,120,000

0.50

  Cancelled/ Expired

(2,876,500)

0.11

 

(55,000)

0.62

   Exercised

(1,149,000)

0.10

 

(604,500)

0.18

Outstanding, end of year

9,872,500

$                0.37

 

12,548,000

$               0.31

  December 31, 2018  December 31, 2017  December 31, 2016 
  Number Outstanding  Weighted Average Exercise Price  Number Outstanding  Weighted Average Exercise Price  Number Outstanding  Weighted Average Exercise Price 
Outstanding, beginning of year  20,720,500   0.23   12,823,000   0.30   9,872,500   0.37 
Issued  6,425,000   0.12   9,137,500   0.12   6,058,000   0.21 
Cancelled / Expired  (1,200,000)  0.18   (1,240,000)  0.24   (3,107,500)  0.34 
Outstanding, end of year  25,945,500   0.18   20,720,500   0.23   12,823,000   0.30 


During the year ended December 31, 2015,2018, the Company granted 1,350,0006,425,000 incentive stock options to employees, directors and consultants with a maximum term of 5 years. Of the total, 200,000All stock options granted to a consultant vest 25% every 3 monthsimmediately and all other options vested immediatelyare exercisable at $0.12 per common share. The Company calculates the fair value of all stock options using the Black-Scholes Option Pricing Model. The grantingfair value of these options resulted inoption granted amounted to $317 and was recorded as a stock-based compensation expense of $231,603. The Company recorded a further $26,964 in stock-based compensation for previously issued stock options that vested during the year.share-based payments expense.


During the year ended December 31, 2014,2017, the Company granted 5,120,0009,137,500 incentive stock options to employees, directors and consultants with a maximum term of 5 years. Of the total, 200,000All stock options granted to a consultant vest 25% every 3 monthsimmediately and 50,000 had vested by December 31, 2014.  An additional 200,000 options granted to employees vest according to specific performance conditions and 45,000 had vested by December 31, 2014. All other options vested immediately.are exercisable at $0.12 per common share. The Company calculates the fair value of all stock options using the Black-Scholes Option Pricing Model. The fair value of this grant amounted to $504 and was recorded as a share-based payments expense.

During the year ended December 31, 2016, the Company granted 6,058,000 incentive stock options to employees, directors and consultants with a maximum term of 5 years. The granting of these options resulted in a share-based payments expense of $278.

During the year ended December 31, 2016, the Company recorded a further $31 in stock-based compensation expense of $2,283,775.for previously issued stock options that vested during the year.


The fair value of stock options granted and vested during the years ended December 31, 20152018, December 31, 2017 and 2014December 31, 2016 was calculated using the Black-Scholes Option Pricing Model with the following weighted-average assumptions:


 December 31,

 

 December 31,

2015

 

2014

 

December 31,

2018

 

December 31,

2017

 

December 31,

2016

 

Expected dividend yield

0%

 

0%

  0%  0%  0%

Expected share price volatility

157.90% - 170.53%

 

168.57% - 170.23%

  96.9% - 101%  66.6% - 100.6%  111% - 113%

Risk-free interest rate

0.64% - 0.79%

 

1.54% - 1.67%

Risk free interest rate  2.04% – 2.17%  1.17% – 1.80%  0.68% - 0.79%

Expected life of options

  5 years

 

 5 years

  5 years   5 years   5 years


54 | North American Nickel / YEAR END 2018






NORTH AMERICAN NICKEL INC.

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 20152018


(Expressed in thousands of Canadian dollars, except per share amounts)

12.

SHARE CAPITAL (cont’d)


e)

Stock options (cont’d)


Details of options outstanding and exercisable as at December 31, 20152018 are as follows:


Options

Outstanding

 

Options

Exercisable

Expiry Date

Exercise Price

Weighted

Average

remaining

contractual

life (in years)

150,000

 

150,000

May 24, 2016

$        0.20

0.40

150,000

 

150,000

June 29, 2016

$        0.20

0.50

925,000

 

925,000

September 6, 2016

$        0.25

0.68

1,615,000

 

1,615,000

August 13, 2017

$        0.24

1.62

150,000

 

150,000

January 15, 2018

$        0.15

2.04

200,000

 

200,000

April 22, 2018

$        0.15

2.31

150,000

 

150,000

July 29, 2018

$        0.20

2.58

200,000

 

200,000

September 30, 2018

$        0.37

2.75

3,270,000

 

3,270,000

July 9, 2019

$        0.62

3.52

62,500

 

62,500

July 9, 2019

$        0.62

3.52

200,000

 

200,000

August 27, 2019

$        0.32

3.66

100,000

 

100,000

September 26, 2019

$        0.26

3.74

350,000

 

350,000

November 5, 2019

$        0.21

3.85

1,000,000

 

1,000,000

December 19, 2019

$        0.22

3.97

900,000

 

900,000

February 3, 2020

$     0.275

4.10

450,000

 

250,000

October 5, 2020

$        0.20

4.77

9,872,500

 

9,672,500

 

 

2.95

Options

Outstanding

  

Options

Exercisable

  

Expiry

Date

 

Exercise

Price ($)

  

Weighted average

remaining contractual life

(years)

 2,440,000   2,440,000  Jul 9, 2019  0.62  0.05
 200,000   200,000  Aug 27, 2019  0.37  0.01
 100,000   100,000  Sep 26, 2019  0.26  0.00
 350,000   350,000  Nov 5, 2019  0.21  0.01
 1,000,000   1,000,000  Dec 19, 2019  0.22  0.04
 900,000   900,000  Feb 3, 2020  0.275  0.04
 450,000   450,000  Oct 5, 2020  0.20  0.03
 5,443,000   5,443,000  Jan 28, 2021  0.21  0.44
 7,637,500   7,637,500  Feb 21, 2022  0.12  0.93
 1,000,000   1,000,000  Dec 20, 2022  0.12  0.15
 5,725,000   5,725,000  Feb 28, 2023  0.12  0.92
 500,000   500,000  May 1, 2023  0.12  0.08
 200,000   200,000  May 4, 2023  0.12  0.03
 25,945,500   25,945,500        2.73


f)e) Reserve

Share-based payment reserve


The share-based payment reserve records items recognized as stock-based compensation expense and other share-based payments until such time that the stock options or warrants are exercised, at which time the corresponding amount will be transferred to share capital. Amounts recorded for forfeited or expired unexercised options and warrants are transferred to deficit. During the year ended December 31, 2018 the Company recorded $317 of share-based payments (December 31, 2017 - $504) (December 31, 2016 - $309) to the reserve. During the year ended December 31, 2018, the Company transferred $229 (December 31, 2017 - $301) (December 31, 2016 - $2,725) to deficit for expired options and warrants.


13.During the year ended December 31, 2016, the Company initially recorded an amount of $265 to the reserve, which was amortized as interest expense over the term of the Loan and reallocated to share capital upon settlement.

11. RELATED PARTY TRANSACTIONS


Related party balances - The following amounts due to related parties are included in trade payables and accrued liabilities (Note 11)8):


 

December 31,

 

December 31,

 

2015

 

2014

 

December 31,

2018

 

December 31,

2017

 

Directors and officers of the Company

$

8,100

$

149,000

  1   42 

Companies controlled by directors of the Company

 

15,926

 

67,877

$

24,026

$

216,877

        
Total  1   42 


These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.


(a) Related party transactions


2018

As of December 31, 2018, Sentient beneficially owns 369,809,820 common shares constituting approximately 46.93% of the currently issued and outstanding common shares. Note 10(a).

55 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

As of December 31, 2018, CATL beneficially owns, or exercises control or direction over approximately 25.38% of the currently issued and outstanding shares of the Company. CATL has pre-emptive rights and the right to nominate one director to the board of directors of the Company. Note 10(a).

During the year ended December 31, 2015,2018, the Company recorded $35,794 (2014$174 (2017 - $17,249) in rent and utilities expense to VMS Ventures Inc. a company that is a significant shareholder and related through a common director, which is included in general and administrative expense.






NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


13.

RELATED PARTY TRANSACTIONS (cont’d)


During the year ended December 31, 2015, the Company recorded $216,895 (2014$244), (2016 - $nil)$347) in fees charged by a legal firm in which the Company’s chairman is a consultant. The fees have been allocated as $182,305 (2014 - $nil) in legal fees $34,590 (2014 - $nil) in share issuance costs.


During the year ended December 31, 2015, two2018, the Company recorded $Nil (2017 - $Nil) (2016 - $16) in rent and utilities expense to VMS Ventures Inc. a company that was previously a significant shareholdersshareholder through common directors, which was included in general and administrative expense.

2017

On August 15, 2017, Sentient subscribed for a total of 38,666,666 units under the private placement equity financing transaction described in Note 10 for a total net proceeds of $2,900. As part of the subscription, Sentient was granted 19,333,333 common share purchase warrants exercisable at $0.12 until August 15, 2019.

On June 8, 2017, Sentient acquired 25,448,50394,666,666 units in the equity financing as described in Note 10 for net proceeds of $7,100. As part of the Offering, Sentient was granted 47,333,333 common share purchase warrants exercisable at $0.12 until June 8, 2019.

2016

During the year ended December 31, 2016, the Company issued 952,380 common shares to Sentient for a fee for advancing the loan of $4,500 at a fair value of $95. The Company discounted the loan with the interest not being charged by Sentient using an interest rate of 15% per annum and an amount of $265 was booked to capital contribution reserve. Note 9.

During the year ended December 31, 2016, Sentient acquired 120,428,939 common shares. The common shares were acquired as to 952,380 common shares at a fair value of $95 as a finance fee and 119,476,559 common shares as part of the private placement forplacements at a total price of $5,553,615 (2014 - 15,527,304 common shares as part of the private placement for a total price of $5,124,010) (Note 12).$8,960.


Related party transactions -(b) Key management personnel compensation:are defined as members of the Board of Directors and senior officers.


 

 

 

 

 

 

 

 Year ended

 

 Year ended

 

 

December 31,

 

December 31,

 

 

 2015

 

 2014

Geological consulting fees - expensed

$

72,104

$

51,960

Geological consulting fees - capitalized

 

94,039

 

67,389

Management fees - expensed

 

546,962

 

174,683

Termination benefits included in management fees

 

-

 

144,000

Salaries - expensed

 

77,333

 

69,000

Stock-based compensation

 

35,794

 

1,681,356

 

$

826,232

$

2,188,388


14.Key management compensation was:

NON-CASH TRANSACTIONS

  

December 31,

2018

  

December 31,

2017

  

December 31,

2016

 
Geological consulting fees – expensed  104   35   6 
Geological consulting fees – capitalized  18   178   44 
Management fees – expensed  747   749   756 
Salaries - expensed  181   128   103 
Share-based payments  192   358   186 
Total  1,242   1,448   1,095 

56 | North American Nickel / YEAR END 2018


Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

12. SUPPLEMENTAL CASH FLOW INFORMATION

Changes in working capital for the years ended December 31, 2018, 2017 and 2016 are as follows:

  

December 31,

2018

  December 31, 2017  

December 31,

2016

 
Decrease (increase) in accounts receivables and current assets  84   (162)  36 
Decrease (increase) in prepaid expenses  19   46   (73)
(Decrease) increase in trade payables and accrued liabilities  (82)  21   (15)
Total changes in working capital  21   (95)  (52)

During the year ended December 31, 2015,2018, the Company transferred $284,087 from share capital to deficit for forfeited and expired stock options. The Company also recorded $86,276 in accrued exploration and evaluation expenditures.Company:


i)transferred $229 from reserve to deficit;
ii)recorded $250 of share issuance costs in trade payables; and
iii)recorded $186 in accrued exploration and evaluation expenditures.

During the year ended December 31, 2014,2017, the Company:

i)transferred $301 from reserve to deficit;
ii)recorded $39 in fair value of options to share issuance costs;
iii)recorded $61 in fair value of agent’s warrants to share issuance costs; and
iv)recorded $767 in accrued exploration and evaluation expenditures.

During the year ended December 31, 2016, the Company:

i)recorded $265 to reserves, which was subsequently reallocated to share capital and amortized as interest expense over the term of the Loan;
ii)transferred $2,725 from reserve to deficit;
iii)recorded $48 in fair value of agent’s warrants to share issuance costs; and
iv)recorded $34 in accrued exploration and evaluation expenditures.

13. COMMITMENTS AND CONTINGENCIES

The Company issued 50,000 common shares at $0.33 per share for a value of $16,500 for a finder’s feehas certain commitments to meet the minimum expenditures requirements on a private placement and recorded $23,513 in accruedits mineral exploration and evaluation expenditures.assets it has interest in.


15.

COMMITMENTS


Effective July 1, 2014, the Company had changes to management and entered into the following agreements for services with directors of the Company and a company in which a director has an interest:


i)Directors’ fees: $2 stipend per month for independent directors and $3 stipend per month for the chairman of the board, and $2.5 for committee chairman.
ii)Management fees: $31 per month effective June 2018.
Effectively on June 1, 2018, the Company has changed the terms with Keith Morrison, the CEO, from direct employment to contracted consultant and entered into service agreement with his company.

i)

Management fees: Effective June 2014 the Company had changes to management and the fees for interim CEO were $6,000 per month and effective December 2014 a permanent CEO was in place for a fee of $27,083 per month until settlement of restricted share units are issued at which time the monthly fee will be $20,833.


ii)

COO fees: $10,000 per month, as amended effective January 1, 2015.


Effective July 2014, four independent directors collect a monthly stipend of $2,000 each and effective November 2014 the chairman of the board will collect a monthly stipend of $3,000.


Effective October 1, 2015, an independent director came on board and will collect a monthly stipend of $2,000.


Each of the agreements shall be continuous and may only be terminated by mutual agreement of the parties, subject to the provisions that in the event there is a change of effective control of the Company, the party shall have the right to terminate the agreement, within sixty days from the date of such change of effective control, upon written notice to the Company. Within thirty days from the date of delivery of such notice, the Company shall forward to the party the amount of money due and owing to the party hereunder to the extent accrued to the effective date of termination.




57 | North American Nickel / YEAR END 2018



NORTH AMERICAN NICKEL INC.

Notes to the Consolidated Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 20152018


(Expressed in thousands of Canadian dollars, except per share amounts)

16.

14. RISK MANAGEMENT

The Company’s exposure to market risk includes, but is not limited to, the following risks:

Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The short term investments are held at highly-rated financial institutions and earn guaranteed fixed interest rate and thus are not subject to significant changes in interest payments.

Foreign Currency Exchange Rate Risk

Currency risk is risk that the fair value of future cash flows will fluctuate because of changes in foreign currency exchange rates. In addition, the value of cash and cash equivalents and other financial assets and liabilities denominated in foreign currencies can fluctuate with changes in currency exchange rates.

The Company operates in Canada and Greenland and undertakes transactions denominated in foreign currencies such as United States dollar, Euros and Danish Krones, and consequently is exposed to exchange rate risks. Exchange risks are managed by matching levels of foreign currency balances and related obligations and by maintaining operating cash accounts in non-Canadian dollar currencies. The rate published by the Bank of Canada at the close of business on December 31, 2018 was 1.3630 USD to CAD, 1.5598 EUR to CAD and 0.2089 DKK to CAD.

The Company’s Canadian dollar equivalent of financial assets and liabilities that are denominated in Danish Krones consist of accounts payable of $9 (2017 - $571) and $79 in USD currency (2017 - $56).

Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The credit risk is primarily associated with liquid financial assets. The Company limits exposure to credit risk on liquid financial assets by holding cash and cash equivalents and short term investments at highly-rated financial institutions.

Price Risk

The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. To mitigate price risk, the Company closely monitors commodity prices of precious metals and the stock market to determine the appropriate course of action to be taken by the Company.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages the liquidity risk inherent in these financial obligations by regularly monitoring actual cash flows to annual budget which forecast cash needs and expected cash availability to meet future obligations.

The Company will defer discretionary expenditures, as required, in order to manage and conserve cash required for current liabilities.

58 | North American Nickel / YEAR END 2018

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

The following table shows the Company’s contractual obligations as at December 31, 2018:

As at December 31, 2018 

Less than

1 year

  1 - 2 years  2 - 5 years  Total 
Trade and accrued liabilities  556   -   -   556 
   556   -   -   556 

Capital Risk Management

The Company manages its capital to ensure that it will be able to continue as a going concern, so that adequate funds are available or are scheduled to be raised to carry out the Company’s exploration program and to meet its ongoing administrative and operating costs and obligations. This is achieved by the Board of Directors’ review and ultimate approval of budgets that are achievable within existing resources, and the timely matching and release of the next stage of expenditures with the resources made available from capital raisings and debt funding from related or other parties. In doing so, the Company may issue new shares, restructure or issue new debt.

The Company is not subject to any externally imposed capital requirements imposed by a regulator or a lending institution.

In the management of capital, the Company includes the components of equity, loans and borrowings, other current liabilities, net of cash and cash equivalents.

  As at December 31, 
  2018  2017 
Equity  66,944   52,728 
Current liabilities  556   969 
   67,500   53,697 
Cash and cash equivalents  (339)  (398)
Short term investments  (2,500)  (2,500)
   64,661   50,799 

15. FINANCIAL INSTRUMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy establishes six levels to classify the inputs to valuation techniques used to measure the fair value.

The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices that are observable either directly or indirectly

Level 3 – Inputs that are not based on observable market data

16. SEGMENTED INFORMATION


The Company operates in one reportable operating segment being that of the acquisition, exploration and development of mineral properties in twothree geographic segments being Canada, Greenland and GreenlandUnited States (Note 10)7). The Company’s geographic segments are as follows:

 

 

 December 31, 2015

 

December 31, 2014

Equipment

 

 

 

 

   Canada

$

74,322

 

-

   Greenland

 

19,006

$

28,341

 

$

93,328

$

28,341

 

 

 

 

 

Exploration and evaluation assets

 

 

   Canada

$

1,609,155

$

1,511,242

   Greenland

 

28,094,694

 

19,106,512

 

$

29,703,848

$

20,617,754


59 | North American Nickel / YEAR END 2018

17.

Notes to the Consolidated Financial Statements

For the year ended December 31, 2018

(Expressed in thousands of Canadian dollars, except per share amounts)

  

December 31,

2018

  

December 31,

2017

 
Equipment        
Canada  11   19 
Greenland  24   30 
Total  35   49 

  

December 31,

2018

  December 31, 2017 
Exploration and evaluation assets        
Canada  2,214   1,817 
Greenland  62,257   48,671 
United States  8   6 
Total  64,479   50,494 

17. INCOME TAXES


A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:


 

Year ended

 December 31,

2015

 

Year ended

 December 31,

2014

 

Year ended December 31,

2018

  

Year ended December 31,

2017

 

Net loss

$

(2,388,970)

$

(3,741,007)

 $(3,022) $(2,879)

Statutory tax rate

 

26.0%

 

26.0%

  27%  26.0%

Expected income tax recovery at the statutory tax rate

$

(621,132)

$

(972,662)

  (816)  (749)

Permanent differences and other

 

6,308

 

579,007

  62  (2)

Effect of changes in tax rates

 

-

 

(32,358)

Effect of change in tax rates  (132)    

Change in valuation allowance

 

614,824

 

426,013

  886   751 

Net deferred Income tax recovery

$

-

$

-

 $-  $- 


The significant components of the Company’s deferred income tax assets and liabilities are as follows:


 

December 31,

2015

 

December 31,

2014

 

December 31,

2018

 

December 31,

2017

 

Exploration and evaluation assets

$

10,604

$

9,691

 $65 $18 

Loss carry-forwards

 

1,660,698

 

1,104,055

  3,823   3,048 

Share issuance costs

 

66,293

 

27,920

  293   237 

Cumulative eligible capital

 

32,372

 

32,372

  34   32 

Equipment

 

79,860

 

60,965

  98   93 

 

1,849,827

 

1,235,003

  4,313   3,428 

Valuation allowance

 

(1,849,827)

 

(1,235,003)

  (4,313)  (3,428)

Net deferred tax asset

$

-

$

-

 $-  $- 







NORTH AMERICAN NICKEL INC.

Notes to the Financial Statements

Expressed in Canadian Dollars

For the year ended December 31, 2015


17.

INCOME TAXES


The tax pools relating to these deductible temporary differences expire as follows:


Canadian

non-capital

losses

Canadian

net-capital

 losses

Canadian

 resource

 pools

Canadian

 share issue

 costs

 Canadian
non-capital
losses
 Canadian
net-capital losses
 Canadian resource pools 

Canadian

share issue costs

 

2030

$     695,500

$               -

$               -

$              -

 $696  $-  $-  $- 

2031

517,383

-

-

-

  517   -   -   - 

2032

645,332

-

-

-

  645   -   -   - 

2033

847,020

-

-

-

  847   -   -   - 

2034

1,484,420

-

-

-

  1,484   -   -   - 

2035

2,140,932

-

-

-

  2,141   -   -   - 
2036  2,213   -   -   - 
2037  2,637             
2038  2,923             

No expiry

-

56,712

29,744,634

254,972

  -   57   50,575   912 

$  6,330,587

$56,712

$29,744,634

$254,972

 $14,103  $57  $50,575  $912 


60 | North American Nickel / YEAR END 2018

18.

SUBSEQUENT EVENTNotes to the Consolidated Financial Statements


For the year ended December 31, 2018

On January 28, 2016 the Company granted 6,058,000 stock options to directors, officers, employees and consultants(Expressed in thousands of Canadian dollars, except per share amounts)

18. GENERAL AND ADMINISTRATIVE EXPENESS

Details of the Company. The optionsgeneral and administrative expenses by nature are exercisable at $0.21 per share for a period of 5 years.presented in the following table:



  December 31, 2018  December 31, 2017  December 31, 2016 
Consulting fees  373   343   218 
Professional fees  142   129   128 
Management fees  733   715   756 
Investor relations  187   239   221 
Filing fees  79   106   77 
Salaries and benefits  474   439   290 
General office expenses  352   404   331 
Total  2,340   2,375   2,021 



61 | North American Nickel / YEAR END 2018

F-27