TSX: NCP | OTCQB: NCPCF

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

- For the year ended December 31, 2023 -

(Expressed in Canadian Dollars)

TABLE OF CONTENTS

1.

2023 FULL YEAR AND SUBSEQUENT PERIOD HIGHLIGHTS ........................................................... 3

2.

BUSINESS OVERVIEW SUMMARY ................................................................................................. 4

3.

SELECTED ANNUAL RESULTS ......................................................................................................... 9

4.

SUMMARY OF QUARTERLY RESULTS .......................................................................................... 10

5.

CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES .................................................................. 11

6.

TRANSACTIONS WITH RELATED PARTIES AND KEY MANAGEMENT COMPENSATION ............... 14

7.

FINANCIAL INSTRUMENTS AND RELATED RISKS ......................................................................... 15

8.

RISKS AND UNCERTAINTIES ........................................................................................................ 16

9.

PROPOSED TRANSACTIONS ........................................................................................................ 18

10.

OUTSTANDING SHARE DATA ...................................................................................................... 18

11.

OFF-BALANCE SHEET ARRANGEMENTS ...................................................................................... 18

12.

MATERIAL ACCOUNTING POLICY INFORMATION AND CRITICAL ACCOUNTING ESTIMATES ..... 18

13.

INTERNAL CONTROLS OVER FINANCIAL REPORTING, DISCLOSURE CONTROLS AND

PROCEDURES .............................................................................................................................. 19

14.

CAUTIONARY NOTE TO INVESTORS REGARDING DEFINITION OF MINERAL RESOURCES .......... 20

15.

FORWARD-LOOKING STATEMENTS ............................................................................................ 20

16.

ADDITIONAL INFORMATION ....................................................................................................... 21

This Management's Discussion and Analysis ("MD&A") of Nickel Creek Platinum Corp. and its subsidiaries (collectively referred to as "Nickel Creek Platinum" or the "Company") is prepared as of March 25, 2024 and should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2023 and the related notes for the year then ended which have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International

Accounting Standards Board ("IASB"), together ("IFRS Accounting Standards") as set out in the Chartered Professional Accountants of Canada Handbook ("CPA Canada Handbook").

Financial information contained herein is expressed in Canadian dollars, unless otherwise stated. Readers are cautioned that this MD&A contains "forward-looking statements" and that actual events may vary from management's expectations. Readers are encouraged to read the cautionary note contained herein regarding such forward-looking statements. This MD&A was reviewed, approved and authorized for issuance by the Company's Board of Directors (the "Board") on March 25, 2024.

Nickel Creek Platinum is a public company incorporated in British Columbia, and its common shares (the

"Shares") are listed on the Toronto Stock Exchange (the "TSX"), trading under the symbol "NCP", and on the OTCQB under the symbol "NCPCF". The Company maintains its registered office at 1700-666 Burrard Street, Vancouver, British Columbia, V6C 2X8 and the head office is located at 2896 South Sheridan Way, Suite 202, Oakville, Ontario, L6J 7T4.

The Company's principal business activity is the exploration and evaluation of nickel and platinum group metals ("PGM") mineral properties in North America. The Company's asset is its 100%-owned Nickel Shäw

Project (the "Project"), formerly known as the "Wellgreen Project", located in southwestern Yukon, Canada.

The Project contains the nickel-copper-PGM ("Ni-Cu-PGM") Wellgreen deposit ("Wellgreen deposit"), as well as the Arch, Burwash, Formula, Musk and Quill claims, comprised of 711 mineral claims and 91 quartz mining leases, totalling 14,650 hectares. The Wellgreen deposit is a polymetallic deposit with mineralization that includes the significant co-occurrence of nickel, copper, cobalt, PGM and gold. The Wellgreen deposit and the Arch, Burwash and Quill claims are subject to a 1% net smelter return ("NSR") royalty ("Wellgreen

NSR Royalty") on future production. In addition, the Wellgreen NSR Royalty contains a provision for the Company to pay any Canadian withholding tax required to be remitted by holders of the Wellgreen NSR Royalty.

The Project is located approximately 300 kilometres northwest of Whitehorse and 30 kilometres southeast of Burwash Landing in southwestern Yukon. It is accessible via the Alaska Highway, a paved highway that provides access to all-season, deep-sea ports in Haines and Skagway, Alaska, which are located approximately 400 kilometres southeast of the Project. The Project is one of the largest undeveloped nickel, copper, cobalt and PGM deposits outside of South Africa and Russia.

Detailed information regarding the Company and the Nickel Shäw Project is contained in the Company's Annual Information Form ("AIF") for the year ended December 31, 2023, dated as of March 25, 2024, which is available under the Company's SEDAR+ profile atwww.sedarplus.ca ("SEDAR+").

1.

2023 FULL YEAR AND SUBSEQUENT PERIOD HIGHLIGHTS

Highlights from the fourth quarter and the year ended December 31, 2023 and recent events (all dollar amounts are expressed in Canadian dollars unless otherwise indicated):

  • See "Financing Activities" section below which provides details of the Company's private placements that closed during the month of March 2024 and the second quarter of 2023.

  • On August 24, 2023, the Company announced the results of the Pre-Feasibility Study ("PFS") for its 100%-owned Nickel Shäw Project and filed the PFS technical report on SEDAR+ on October 6, 2023.

  • Cash balance at December 31, 2023 was approximately $0.5 million and approximately $0.7 million at March 25, 2024.

2. BUSINESS OVERVIEW SUMMARY

Financing Activities

2024 Private Placement

On February 20, 2024, the Company announced its intention to raise capital by way of a non-brokered private placement for aggregate gross proceeds to the Company of up to approximately $0.7 million (the "2024 Private Placement"). On March 8, 2024, the Company announced that it closed the 2024 Private Placement, pursuant to which the Company issued 41,666,667 common shares (each, a "Common Share")

at a price of $0.015 per Common Share for gross proceeds of approximately $0.6 million. The Company's largest shareholder, Electrum Strategic Opportunities Fund L.P. ("Electrum"), acquired all of the Common

Shares issued in the 2024 Private Placement.

The gross proceeds from the 2024 Private Placement will be used for general corporate purposes.

The Common Shares issued under the 2024 Private Placement are subject to a statutory hold period of four months and one day from the date of closing.

2023 Private Placement

During the second quarter of 2023, the Company raised gross proceeds of approximately $1.4 million by way of the 2023 Private Placement through the issuance of 31,503,656 units at $0.045 per unit (each a

"2023 Unit").

The 2023 Units were priced at $0.045, with each 2023 Unit consisting of one Common Share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "2023 Warrant"), with each 2023 Warrant exercisable for one Common Share (each, a "2023 Warrant Share") at an exercise

price of $0.08 for a period of three years from the date of issuance, subject to adjustment upon certain customary events.

The net proceeds from the 2023 Private Placement have been used to fund the Company's completion of the PFS, and are being used for ongoing permitting activities and holding costs at its 100%-owned Nickel Shäw Project, and for general corporate expenses and working capital purposes.

In connection with the 2023 Private Placement, the Company's largest shareholder, Electrum acquired

27,777,778 Units for a total investment of $1.25 million.

The statutory hold period of four months and one day from the date of issuance for the Common Shares and Warrants has expired.

2022 Private Placement

During the second quarter of 2022, the Company issued 3,197,060 units ("2022 Units") for aggregate gross proceeds of approximately $0.3 million and 25,539,500 "flow-through" units ("2022 FT Units") for aggregate

gross proceeds of approximately $2.4 million (including a $255 thousand premium on the flow-through shares), for total gross proceeds of approximately $2.7 million (collectively, the "2022 Private Placement").

The 2022 Units were priced at $0.085 with each 2022 Unit consisting of one Common Share and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "2022 Warrant"), with each 2022 Warrant exercisable for one Common Share at an exercise price of $0.125 for a period of three years from the date of issuance, subject to adjustment upon certain customary events. Each 2022 FT Unit was priced at $0.095 with each 2022 FT Unit consisting of one Common Share and one-half of a 2022 Warrant, with each 2022 Warrant exercisable for one Common Share at an exercise price of $0.125 for a period of three years from the date of issuance, subject to adjustment upon certain customary events.

In conjunction with the 2022 Private Placement, during the second quarter of 2022, the Company received approximately $0.9 million from the exercise of approximately 11.4 million warrants by Electrum. The warrants were issued in conjunction with a private placement completed during 2019 ("2019 Private Placement") and the exercise price of the warrants was $0.08. In addition to the warrants exercised by Electrum noted above, Electrum invested an additional $0.1 million in the 2022 Private Placement.

In connection with the sale of the 2022 FT Units, certain finders received payment of a finder's fee equal to 6% of the gross proceeds received by the Company from the sale of 2022 FT Units, which finder's fees were payable in 2022 Units (1,712,649) at an implied issue price of the 2022 Units.

The net proceeds from the 2022 Private Placement were used to fund the Company's 2022 Drill Program, ongoing permitting activities, holding costs at the Nickel Shäw Project, and for general corporate expenses and working capital purposes.

The $2.4 million of gross proceeds derived from the sale of the 2022 FT Units ("2022 FT Private Placement")

has been used by the Company solely to fund "Canadian exploration expenses" that qualify as "flow-through mining expenditures", each as defined under the Income Tax Act (Canada) ("Resource Expenditures"). At

December 31, 2022, the Company has expended the full $2.4 million of the 2022 FT Private Placement on Resource Expenditures.

Future Funding Requirements

Based on the Company's current operating plans, the Company will need to obtain additional funds before the end of the three-month period ending September 30, 2024.

Nickel Shäw Project, Yukon, Canada

On June 1, 2023, the Company announced the results of an updated mineral resource estimate (the "2023 Resource Update") for the Nickel Shäw Project, which included the results of the 2022 drill program ("2022 Drill Program") announced on April 11, 2023.

On August 24, 2023, the Company announced the results of its PFS for the Nickel Shäw Project (see 2023 PFS section below). On October 6, 2023, pursuant to NI 43-101 - Standards of Disclosure for Mineral Projects, the Company filed a technical report titled, "Nickel Shäw Ni-Cu-PGM Project PreFeasibility Study for the Nickel Shäw Ni-Cu-PGM Project, Yukon, Canada" ("2023 Technical Report"). The 2023 Technical

Report, with an effective date of September 20, 2023, was independently prepared by AGP Consultants Inc. ("AGP"). The 2023 Technical Report was prepared in accordance with the Canadian Securities

Administrator's NI 43-101.

On an ongoing basis, the Company continues to maintain environmental baseline activities, consider optimization alternatives and evaluate additional opportunities.

Readers are cautioned that mineral resources are not mineral reserves and do not have demonstrated economic viability and that Inferred mineral resources are considered too speculative geologically to have economic considerations applied to them.

2022 Drill Program Results

The Company conducted its 2022 Drill Program during the July 2022 - October 2022 period, with total drilling of approximately 2,975 metres, which included an exploration drill program to expand the resource and collect data to facilitate completion of the PFS at the Wellgreen deposit (see below). Total drilling at the Wellgreen deposit approximated 1,710 metres with the following objectives: 1) to support conversion of inferred mineral resources to indicated mineral resources; 2) to collect additional geotechnical and hydrogeological data; and 3) to characterize the proposed waste dump and tailings sites. Further, the Company drilled 10 holes with totalling approximately 1,265 metres of drilling at the Arch exploration target with the objective to further define the extent of the mineralization discovered in 2021.

On April 11, 2023, the Company announced drill results on the aforementioned 10 holes drilled at Arch:

  • A massive sulphide interval grading 2.57% nickel (Ni), 1.61% copper (Cu) and 2.35 g/t total precious metals ("TPM") over 3.84 m was intersected down-dip of semi-massive to massive sulphide mineralization drilled in 2021.

Significant disseminated + semi-massive sulphide intervals grading 0.29 to 0.67% Ni, 0.08 to 0.43% Cu

and 0.43 to 1.64 g/t TPM over 6.25 to 78.95 m intervals in 7 holes.

Geophysics results show untested conductivity down-dip and along strike of current drilling.

Near surface massive to disseminated sulphide mineralization at depths of 7-170 m.

One 2022 Arch hole was surveyed by borehole electromagnetics ("EM") along with 14 surface EM lines totalling approximately 4,200 m. Geophysical results show untested conductivity down-dip and to the northeast of the 2021/22 drilling. Field-checking of near-surface conductors to the northeast is required.

See the news release dated April 11, 2023 for additional details.

2023 Resource Update

On June 1, 2023, the Company announced the results of the 2023 Resource Estimate for the Project.

Table 1 summarizes the 2023 Resource Estimate; the economic cut-off is reported in terms of NSR in C$/tonne.

Since publication of the 2018 Resource Estimate, Measured and Indicated classes of mineralization in tonnage increased by approximately 35%, while the Inferred class of mineralization in tonnage increased by approximately 5%.

Table 1 - Mineral Resources - Effective Date of April 3, 2023

Metal Grades

Class

Ktonnes

Ni %

Cu %

Co %

Pd g/t

Pt g/t

Au g/t

Mg %

S %

Measured

122,363

0.25

0.15

0.014

0.23

0.24

0.05

16.03

0.78

Indicated

314,332

0.26

0.13

0.014

0.24

0.22

0.04

17.26

0.64

Total M+I

436,695

0.26

0.13

0.014

0.23

0.22

0.04

16.92

0.68

Inferred

114,016

0.27

0.13

0.015

0.25

0.20

0.04

17.46

0.69

Contained Metal

Class

Ktonnes

Ni M Lbs

Cu M Lbs

Co M Lbs

Pd k Ozs

Pt k Ozs

Au k Ozs

Measured Indicated Total M+I Inferred

122,363 314,332 436,695 114,016

679 1,792 2,471 668

411 871 1,281 339

38 99 137 37

905 2,385 3,290 916

944 2,197 3,141 733

184 361 545 128

Notes:

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability Summation errors may occur due to rounding.

Mineral Resources amenable to open pit extraction are reported within an optimized containing shell. Average grade calculations on this table are impacted by rounding

Tonnages are reported in units of 1,000 metric tonnes (Ktonnes) Contained Base Metal reported in units of 1,000,000 lbs, M Lbs Contained Precious Metal reported in units of 1,000 troy ounces, K Ozs

Metal Prices for Resource Determination in US$

Nickel: $12.10/lb; Copper: $4.45/lb; Cobalt: $25.30/lb; Palladium: $2,415/troy oz; Platinum: $1,150/troy oz; Gold: $2,015/troy oz.

NSR cut-off grades range from $17.30 to $17.61 Canadian dollars depending on Bulk Con and Split Con Mining costs, vary by bench, separately for ore and waste.

Base waste mining cost @1330m = C$2.26/t, 10 m bench incremental cost above = C$0.004/t, 10 m bench incremental cost below = C$0.02/t

Base ore mining cost @1330m = C$1.99/t, 10 m bench incremental cost above = C$0.019/t, 10 m bench incremental cost below = C$0.015/t

Process and G&A costs: Bulk con - C$17.30/t; Split con = C$17.61/t

Calculated process recoveries by concentrate type:

Ni

Cu

Co

Pd

Pt

Au

Bulk con:

Eq1

Eq2

57.0%

54.0%

47.8%

74.4%

Cu con:

Eq3

Eq4

3.36%

3.19%

0.91%

Ni con:

Eq5

Eq6

53.64%

where:

23.58%

50.81% 46.89% 50.82%Eq1 = Ni recovery to Bulk Con = MIN(23.21*LN(X)+30.362,88)

where X = (%S-%Cu)/%Ni Capped at 12.0%

Eq2 = Cu recovery to Bulk Con = ((Cu-0.06)/Cu)) *100, Constant tail at 0.06% Cu

Eq3 = Ni recovery to Cu Con=Ni recovery to achieve 25.6% Cu and 1.1% Ni grades in Cu Con Eq4 = Cu recovery to Cu Con = Cu recovery to Bulk Con * 0.623

Eq5 = Ni recovery to Bulk Con - Ni recovery to Cu Con

Eq6 = Cu recovery to Bulk Con - Cu recovery to Cu Con

Capping of grades varies based on lithology for each metal.

The density is assigned based on lithology and varies between 2.76 g/cm3 and 3.38 g/cm3.

See the news release dated June 1, 2023 for additional details.

2023 PFS

On August 24, 2023, the Company announced the results of its PFS for the Nickel Shäw Project. The PFS highlights are as follows:

A $143 million aſter-tax NPV using a 5% discount rate and an aſter-tax IRR of 5.8% at the following

commodity prices - Nickel - US$11.00/pound ("lb"); Copper - US$4.00/lb; Palladium - US$2,100/troy

ounce ("troy oz"); Planum - US$1,000/troy oz; Cobalt - US$23/lb; and gold - US$1,800/troy oz at a

C$1.00=US$0.75 exchange rate

Life of mine ("LOM") aſter-tax cash flow of approximately $1.6 billion with an aſter-tax payback period

of 12.8 years, at no discount rate

Pre-producon capital cost of approximately $1.7 billion, with a construcon period of 3.0 years

LOM of 19 years

Mill throughput of 45,000 tonnes per day ("tpd")

LOM strip rao (waste: ore) 1.93:1

Operang costs of $30.22 / metric tonne ("mt")

The news release provided sensivity analysis on discount rates, commodity prices, energy costs and the potenal benefit of the Investment Tax Credit for Clean Technology Manufacturing, which was not enacted as of the date of the 2023 Technical Report and is not included in the Project economics.

IRR of 5.8% at the following

US$2,100/troy

US$1,800/troy oz at a

tax payback period

sensivity analysis on discount rates, commodity prices, energy costs and the as not enacted

See the news release dated June 1, 2023 and the 2023 Technical Report filed on October 6, 2023 for additional details.

The PFS was prepared and overseen by AGP and the technical informaon disclosed in this MD&A pertaining to the PFS was reviewed and approved by Gordon Zurowski of AGP. Mr. Zurowski is a Qualified Person ("QP") as defined in NI 43-101 and an independent consultant to the Company.

Permitting

The Company is continuing environmental baseline studies and community engagement to support a potential project proposal to the Executive Committee of the Yukon Environmental and Socio-economic

Assessment Board ("YESAB").

Expenditures

During the three and twelve months ended December 31, 2023, the Company incurred net expenditures of $0.1 million and $1.1 million, respectively, on the Project. The full year expenditures were primarily related to the preparation and completion of the PFS.

Qualified Persons

All scientific and technical information disclosed in this MD&A was reviewed and approved by Cam Bell, an independent geologist on a consulting retainer contract with the Company, and a QP as defined in NI 43-101.

Impairment Analysis

In accordance with the Company's accounting policy, long lived assets are reviewed for impairment at the end of each reporting period or whenever events or changes in circumstances may indicate that their carrying amount may exceed their recoverable amount.

Although circumstances and events have not significantly changed since December 31, 2022, as required an impairment indicators review was conducted at December 31, 2023 and the Company applied significant judgement in concluding that there were no impairment indicators as the Company continues to seek financial opportunities to further develop the Project, including completing a feasibility study and exploration opportunities; hence, an impairment test is not required at this time but the Company will continue to monitor impairment indicators on a quarterly basis.

In the event that the prospects for the development of the Project are enhanced in the future, an assessment of the recoverable amount of the Project will be performed at that time, which may lead to a reversal of part or all of the $29.0 million impairment write-down recorded during 2018.

Annual General Meeting ("AGM")

On May 31, 2023, the Company announced that all of the following business items were approved by the requisite majority of shareholder votes cast at the AGM of shareholders:

  • setting the size of the Board of Directors at seven;

  • electing each management-nominated director; and

  • appointing PricewaterhouseCoopers LLP as the Company's auditor

Company Outlook

The Company will continue with the appropriate level of environmental baseline studies and community engagement and ensure the Project's quartz claims and surface leases remain in good standing. Subject to financing, the Company may commence the process of preparing a Feasibility Study ("FS") in 2025. In addition to the activities on the Project, the Company continues to evaluate additional opportunities.

3.

SELECTED ANNUAL RESULTS

The following are selected financial data prepared in accordance with IFRS and derived from the audited consolidated financial statements of the Company for the calendar years ending December 31.

($000s except per Share data)

2023

2022

General and administrative ("G&A") expenses

$ (2,231)

$ (2,025)

Exploration and evaluation expenses

(205)

(170)

Flow-through Share premium

-

280

Gain on marketable securities

-

216

Interest expense on right-of-use assets

(6)

(6)

Interest income

56

58

Net loss

(2,386)

(1,647)

Loss per Share

Basic and diluted

(0.01)

(0.00)

Total assets

$ 34,091

$ 34,507

Total long-term liabilities

$ 579

545

Page 9

Year Ended December 31, 2023 Compared with the Same Period in 2022

The Company reported a net loss of $2.4 million ($0.01 loss per Share) for the year ended December 31, 2023, which represents a $0.7 million increase from the net loss reported during the same period in 2022 and is primarily due to i) the $0.3 million flow-through share premium income recorded in 2022; ii) the $0.2 million gain on marketable securities recorded in 2022; and iii) the $0.2 million increase in G&A expenses recorded in 2023 compared with 2022.

Marketable securities consisted of common shares in a publicly traded mining company. During 2017, the

Company sold Ursa Major Minerals Inc. ("URSA"), a wholly-owned subsidiary that held property in Ontario, to a private company (the "Purchaser"). The proceeds on the sale included cash consideration of $200,000, 0.5% - 1.0% NSR on various properties held within URSA and common shares in the Purchaser. During May 2021, the common shares of the Purchaser became publicly traded on the TSXV as Magna Mining Inc. ("Magna"). During the three-month period ended December 31, 2022, the Company sold all of its shares in Magna for net proceeds of $683 thousand which resulted in a full year gain of $216 thousand.

The $0.2 million increase in G&A expenses during 2023 when compared with 2022 is due to a $0.2 million increase in non-cash share-based compensation expense, which is primarily attributable to the timing (January 2023) and value of the 2023 stock option grant compared to the 2022 annual stock option grant granted in March 2022.

At December 31, 2022, the Company expended the entirety of the $2.4 million raised during the 2022 FT Private Placement on Resource Expenditures during the 2022 Drill Program and fulfilled its flow-through obligation.

The $0.4 million decrease in total assets was primarily due to the cash used in operating activities partially offset by the net proceeds of $1.4 million raised during the 2023 Private Placement.

4. SUMMARY OF QUARTERLY RESULTS

The quarterly results are as follows:

Dec 31,

Sept 30,

June 30,

Mar 31,

Dec 31,

Sept 30,

June 30,

Mar 31,

($000s except per Share data)

2023

2023

2023

2023

2022

2022

2022

2022

General and administrative expenses Exploration and evaluation expenses Interest expense on right-of-use assets Interest income

Flow-through Share premium

Gain (loss) on marketable securities

$

(548)

(50)

(1)

8 - -

(539)

(37)

(1)

15 - -

(539)

(29)

(2)

16 - -

(605)

(88)

(1)

15 - -

(505)

(29)

(2)

17

31

363

(487)

(21)

(2)

26

212

(54)

(530)

(57)

(1)

13

34

(130)

(504)

(62)

(1)

2

2

38

Net loss and comprehensive lossLoss per Share

Basic and diluted

$

$

(591)

(0.00)

(562)

(0.00)

(554)

(0.00)

(679)

(0.00)

(125)

(0.00)

(326)

(0.00)

(671)

(0.00)

(525)

(0.00)

Mar 31,

2022

(504)

2

2

38

(525)

(0.00)

The Company's G&A expenses during the three-month period December 31, 2023 were similar with the G&A costs incurred during the previous three quarters of 2023.

Three Months Ended December 31, 2023 Compared with the Same Period in 2022

The Company reported a net loss of $0.6 million ($0.00 loss per Share) for the three-month period ended December 31, 2023, which represents a $0.5 million increase from the net loss reported during the same

Page 10

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Nickel Creek Platinum Corp. published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 March 2024 03:21:01 UTC.