NexMetals Mining Corp. – s. 21(b) of Ont. Reg. 398/21 of the OBCA

Consent

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).

IN THE MATTER OF
ONTARIO REGULATION 398/21, AS AMENDED
(the Regulation)

MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO),
R.S.O. 1990, c. B.16, AS AMENDED
(the OBCA)

AND

IN THE MATTER OF
NEXMETALS MINING CORP.

CONSENT

(Subsection 21(b) of the Regulation)

UPON the application of NexMetals Mining Corp. (the Applicant) to the Ontario Securities Commission (the Commission) requesting the consent of the Commission pursuant to subsection 21(b) of the Regulation, for the Applicant to continue into the Province of British Columbia pursuant to section 181 of the OBCA (the Continuance);

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant representing to the Commission that:

1. The Applicant was incorporated under the laws of British Columbia by filing of Memorandum and Articles of Association on September 20, 1983, under the name Rainbow Resources Ltd. On July 29, 2022, the Applicant continued into Ontario under the name Premium Nickel Resources Ltd. On November 18, 2024, the Applicant changed its name to Premium Resources Ltd. On June 9, 2025, the Applicant changed its name to NexMetals Mining Corp.

2. The head office and registered and records offices of the Applicant are located at 3400 -- One First Canadian Place, P.O. Box 130, Toronto, ON M5X 1A4 and the Commission is the principal regulator of the Applicant.

3. The Applicant is an offering corporation under the Business Corporations Act (Ontario) (the OBCA).

4. The authorized capital of the Applicant consists of an unlimited number of common shares without par value (Common Shares) an00,000 preferred shares (Preferred Shares), of which 428,986,474 Common Shares and 118,186 Preferred Shares are issued and outstanding as at June 13, 2025.

5. The Common Shares are listed and posted for trading on the TSX Venture Exchange (the TSXV) under the symbol "NEXM".

6. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue (the Application for Continuance) as a corporation under the Business Corporations Act (British Columbia) (the BCBCA).

7. Following the Continuance, the Applicant's head office will be relocated to Suite 3123, 595 Burrard Street, P.O. Box 49139, Three Bentall Centre, Vancouver, BC V7X 1J1 and its registered and records office will be relocated to 15th Floor, 1111 West Hastings Street, Vancouver, BC V6E 2J3. The Applicant intends for the British Columbia Securities Commission to become its principal regulator.

8. The principal reason for the Continuance is for corporate and administrative reasons as the board of directors of the Applicant is of the view that the BCBCA provides the Applicant with increased flexibility with respect to capital management, resulting from more flexible rules relating to dividends, share purchases, redemptions and consolidations of capital.

9. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

10. The Applicant is a reporting issuer under the Securities Act (Ontario) (the Act) and the securities legislation of British Columbia, Alberta, Manitoba and Ontario (collectively, the Legislation). The Applicant will remain a reporting issuer in the provinces of Ontario, British Columbia, Alberta and Manitoba following the Continuance.

11. The Applicant is not in default of any of the provisions of the OBCA, the Act or the Legislation or the regulations or rules made thereunder.

12. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the OBCA, the Act or the Legislation.

13. The Applicant is not in default of any provision of the rules, regulations or policies of the TSXV.

14. The Applicant's management information circular dated April 28, 2025, which was provided to all shareholders of the Applicant in connection with its annual general and special meeting of shareholders to be held on June 3, 2025 (the Meeting), described the proposed Continuance and advised shareholders of their dissent rights under section 185 of the OBCA in respect of the Continuance.

15. The Applicant's shareholders authorized the Continuance at the Meeting by a special resolution that was approved by 98.67% of the votes cast. No shareholders exercised dissent rights pursuant to section 185 of the OBCA.

16. Subsection 21(b) of the Regulation requires the Application for Continuance to be accompanied by a consent from the Commission.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION CONSENTS to the continuance of the Applicant under the BCBCA.

DATED at Toronto on this 18th day of June, 2025.

"Lina Creta" 
Associate Vice President, Corporate Finance 
Ontario Securities Commission

OSC File #: 2025/0347