TSX: NCP | OTCQB: NCPCF

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

- For the three and nine months ended September 30, 2023 -

(Expressed in Canadian Dollars)

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

1.

2023 THIRD QUARTER HIGHLIGHTS

4

2.

BUSINESS OVERVIEW SUMMARY

4

3.

SUMMARY OF QUARTERLY RESULTS

6

4.

CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES

7

5.

TRANSACTIONS WITH RELATED PARTIES AND KEY MANAGEMENT COMPENSATION

10

6.

FINANCIAL INSTRUMENTS AND RELATED RISKS

11

7.

RISKS AND UNCERTAINTIES

12

8.

PROPOSED TRANSACTIONS

13

9.

OUTSTANDING SHARE DATA

14

10.

OFF-BALANCE SHEET ARRANGEMENTS

14

11.

ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

14

12. INTERNAL CONTROLS OVER FINANCIAL REPORTING, DISCLOSURE CONTROLS AND

PROCEDURES

14

13.

CAUTIONARY NOTE TO INVESTORS REGARDING DEFINITION OF MINERAL RESOURCES

15

14.

FORWARD-LOOKING STATEMENTS

16

15.

ADDITIONAL INFORMATION

17

Page 2

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

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 November 8, 2023 and provides analysis of the Company's financial results for the three and nine months ended September 30, 2023. This MD&A should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2022 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") as set out in the Chartered Professional Accountants of Canada Handbook ("CPA Canada Handbook") and the accompanying unaudited condensed consolidated interim financial statements for the three and nine months ended September 30, 2023 and the related notes for the period then ended ("September 30, 2023 Financial Statements") also prepared in accordance with IFRS, including International Accounting Standard 34, Interim Financial Statements. This MD&A should also be read in conjunction with the MD&A for the year ended December 31, 2022.

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 Audit Committee of the Company's Board of Directors on November 8, 2023.

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 and head office at 1700-666 Burrard Street, Vancouver, British Columbia, V6C 2X8.

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 flagship 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, 2022, dated as of March 28, 2023, which is available under the Company's SEDAR profile at www.sedarplus.ca("SEDAR+").

Page 3

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

1. 2023 THIRD QUARTER PERIOD HIGHLIGHTS

Highlights from the third quarter ended September 30, 2023 and recent events (all dollar amounts are expressed in Canadian dollars unless otherwise indicated):

  • 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 September 30, 2023 was approximately $1.0 million and approximately $0.7 million at November 8, 2023.

2. BUSINESS OVERVIEW SUMMARY

Financing Activities

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 "Unit").

The Units were priced at $0.045, with each Unit consisting of one common share in the capital of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"), with each Warrant exercisable for one Common Share (each, a "Warrant Share") at an exercise price of $0.08 for a period of three (3) 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, 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 Strategic Opportunities Fund L.P. ("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.

Nickel Shäw Project, Yukon, Canada

On June 26, 2017, the Company announced that, due to changes in the resource estimate, improved understanding of the geologic model, updated metallurgical results, work underway on relocation of the plant and tailings facilities, mine planning optimization and other factors that changed since the publication of the preliminary economic assessment ("PEA") on March 19, 2015 (the "2015 PEA"), the 2015 PEA for the Project had become outdated and should not be relied upon.

On September 25, 2018, the Company announced that it would not be completing its previously announced PEA on the Project and would revisit completing a PEA when financial market conditions improve and higher commodity prices are realized, including once nickel prices settle in the range of at least US$9.00-US$11.00 per pound.

On November 9, 2018, pursuant to National Instrument 43-101 ("NI 43-101") - Standards of Disclosure for Mineral Projects, the Company filed a technical report with an effective date of September 25, 2018 entitled, "Ni-Cu-PGM Project, 2018 NI 43-101 Resource Update, Yukon, Canada" ("2018 Technical Report"),

Page 4

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

prepared by Independent Mining Consultants, Inc. ("IMC"), with the participation and contribution of AGP Consultants Inc. ("AGP").

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 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" ("Technical Report"). The Technical Report, with an effective date of September 20, 2023, was independently prepared by AGP. The 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 investigate 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.

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 after-tax NPV using a 5% discount rate and an after-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"); Platinum - 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") after-tax cash flow of approximately $1.6 billion with an after-tax payback period of 12.8 years, at no discount rate
  • Pre-productioncapital cost of approximately $1.7 billion, with a construction period of 3.0 years
  • LOM of 19 years
  • Mill throughput of 45,000 tonnes per day ("tpd")
  • LOM strip ratio (waste: ore) 1.93:1
  • Operating costs of $30.22 / metric tonne ("mt")

The news release provides sensitivity analysis on discount rates, commodity prices, energy costs and the potential benefit of the Investment Tax Credit for Clean Technology Manufacturing, which has not been enacted as of this date and is not included in the Project economics.

The PFS was prepared and overseen by AGP and the technical information 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.

Page 5

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

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 nine months ended September 30, 2023, the Company incurred net expenditures of $0.2 million and $1.0 million, respectively, on the Project which were primarily related to PFS activities.

Qualified Persons

Except with respect to the disclosure pertaining to the Technical Report, which was approved for purposes of this MD&A by AGP and the QP's consenting to the filing of the Technical Report, all the 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, who is 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. The Company's conclusion is that there were no impairment indicators at September 30, 2023; 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 adjustment recorded during 2018.

Company Outlook

The Company will continue to maintain 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 plans to commence the process of preparing a Feasibility Study ("FS") in 2024. In addition to the activities on the Project, the Company continues to evaluate additional opportunities.

3. SUMMARY OF QUARTERLY RESULTS

The quarterly results are as follows:

Sept 30,

June 30,

Mar 31,

Dec 31,

Sept 30,

June 30,

Mar 31,

Dec 31,

($000s except per Share data)

2023

2023

2023

2022

2022

2022

2022

2021

General and administrative expenses

$

(539)

(539)

(605)

(505)

(487)

(530)

(504)

(610)

Exploration and evaluation expenses

(37)

(29)

(88)

(29)

(21)

(57)

(62)

(39)

Interest expense on right-of-use assets

(1)

(2)

(1)

(2)

(2)

(1)

(1)

(1)

Interest income

15

16

15

17

26

13

2

3

Flow-through Share premium

-

-

-

31

212

34

2

14

Gain (loss) on marketable securities

-

-

-

363

(54)

(130)

38

97

Net loss and comprehensive loss

$

(562)

(554)

(679)

(125)

(326)

(671)

(525)

(536)

Loss per Share

Basic and diluted

$

(0.00)

(0.00)

(0.00)

(0.00)

(0.00)

(0.00)

(0.00)

(0.00)

Page 6

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

The Company's general and administrative ("G&A") expenses during the three-month period September 30, 2023 were consistent with the quarterly average of the G&A expenses incurred during the previous four quarters.

Three Months Ended September 30, 2023 Compared with the Same Period in 2022

The Company reported a net loss of $0.6 million for the three-month period ended September 30, 2023, which represents a $0.2 million increased loss when compared with the same period in 2022 and is primarily due to the $0.2 million flow-through share premium recorded in 2022.

Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

The Company reported a net loss of $1.8 million for the nine-month period ended September 30, 2023, which represents a $0.3 million increased loss when compared with the same period in 2022 and is primarily due to the $0.2 million flow-through share premium recorded in 2022, increased G&A expenses of $0.2 million recorded in 2023 partially offset by the $0.1 million unrealized loss on marketable securities recorded in 2022.

The $0.2 million increase in G&A expense during the nine-month period ended September 30, 2023, when compared to the same period in 2022, is primarily due to a $0.1 million increase in non-cashshare-based compensation expense, which is primarily attributable to the timing of this year's annual stock option grant occurring in January 2023 compared with the 2022 annual stock option grant occurring in March 2022.

During the three-month period ended December 31, 2022, the Company sold all of its shares in Magna Mining Inc. ("Magna"). Prior to the sale, the common shares of Magna were recorded at quoted market value on the last day of each reporting period, which resulted in an unrealized loss of $0.1 million during the nine-month period ended September 30, 2022.

4. CASH FLOWS, LIQUIDITY AND CAPITAL RESOURCES

Cash Flows for the Nine Months Ended September 30, 2023 Compared with the Same Period in 2022

Sources and Use of Cash

Nine Months Ended September 30,

($000s)

2023

2022

Cash used in operating activities

(1,028)

(855)

Cash used in investing activities

(1,098)

(2,089)

Cash provided by financing activities

1,280

3,415

Effect of foreign exchange on cash and cash equivalents

-

1

(Decrease) increase in cash and cash equivalents, net

(846)

472

Cash and cash equivalents, beginning of year

1,817

2,201

Cash and cash equivalents, end of period

$

971

$

2,673

Operating Activities

During the nine-month period ended September 30, 2023, cash used in operating activities was $0.2 million higher when compared to the same period in 2022 and the increase was primarily due to the $255 thousand premium on the flow-through shares raised during the 2022 Private Placement.

Page 7

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Investing Activities

During the nine-month period ended September 30, 2023, cash used in investing activities was $1.0 million lower when compared to the same period in 2022. The $1.0 million reduction was primarily due to the 2022 drill program that largely occurred during the third quarter of 2022.

Financing Activities

During the nine months ended September 30, 2023, net cash proceeds from financing activities amounted to $1.3 million. The $1.3 million consisted of net proceeds of $1.4 million derived from the 2023 Private Placement partially offset by $0.1 million used in financing activities relating to office lease payments.

During the nine months ended September 30, 2022, net cash proceeds from financing activities amounted to $3.4 million. The $3.4 million consisted of net proceeds of $2.4 million derived from the 2022 Private Placement (excludes a $255 thousand flow-through share premium), proceeds of $1.0 million on the exercise of $0.08 warrants (approximately 12.5 million warrants), and proceeds of $0.1 million from the exercise of approximately 1.6 million stock options by a former employee partially offset by $0.1 million used in financing activities relating to office lease payments.

Liquidity and Capital Resources

The Company's sole source of funding has been the issuance of equity securities for cash except for the sale of Magna shares during the three-month period ended December 31, 2022 and the sale of the Wellgreen NSR Royalty in 2015. The Company has not generated any revenue from its operations and does not expect to generate any revenue during the next twelve months.

The Company's liquidity is subject to fluctuations in the timing and occurrence of financing activities, general corporate costs and exploration, evaluation and development activities. Financing activities and certain general corporate costs can be highly uncertain.

At September 30, 2023, the Company had $1.0 million in cash and cash equivalents (December 31, 2022 - $1.8 million). The Company had cash and cash equivalents balance of approximately $0.7 million at November 8, 2023. For the foreseeable future, the Company will continue to seek capital through the issuance of equity, strategic alliances or joint ventures, and debt.

The Company will continue to require cash for operations and exploration and evaluation activities as expenditures are incurred while no revenues are generated. Therefore, its continuance as a going concern is dependent upon its ability to obtain adequate financing to fund future exploration, evaluation and development of the Project and the potential construction of a mine, in order to reach profitable levels of operation. These factors may cast significant doubt as to the Company's ability to continue as a going concern and, accordingly, the ultimate use of accounting principles applicable to a going concern. In addition to the funds raised in the 2023 Private Placement (see "Financing Activities" section), the Company will require additional funds during 2024. Management believes that the Company will be able to continue as a going concern for the foreseeable future and realize its assets and discharge its liabilities and commitments in the normal course of business. The September 30, 2023 Financial Statements do not reflect the adjustments to the carrying value of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary should the going concern assumption be inappropriate, and those adjustments could be material.

The Company has managed its working capital by controlling its spending on its properties and operations. The Company will continue to incur costs while no revenues are being generated. If the Company is unable

Page 8

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

to obtain adequate additional financing, the Company will need to further curtail its activities until additional funds can be raised.

On an ongoing basis, the Company examines various financing alternatives to address future funding requirements. Although the Company has been successful in these activities in the past (see "Financing Activities" in Section 2), the Company has no assurance of the success or sufficiency of these initiatives in the future. The Company's ability to secure future financing is dependent on a variety of factors outside of the Company's control, including, but not limited to, general market conditions, changes in economic conditions and fluctuations in commodity prices. See Section 7 "Risks and Uncertainties" below and the risk factors set out in the Company's AIF.

Contractual Commitments

Kluane First Nation Exploration Cooperation Agreement

The Company entered into an Exploration Cooperation Agreement ("ECA") in August 2012 with the Kluane First Nation ("KFN") in the Yukon to support the Company's exploration program and environmental studies associated with the development of the Nickel Shäw Project.

Flow-through Financings

Historically, the Company has entered into flow-through private placements ("FT Private Placement") to fund exploration activities. The Company has fulfilled its obligations to spend the $2.426 million amount raised in the 2022 FT Private Placement on Resource Expenditures.

The Company has indemnified the subscribers of flow-through shares from any tax consequences arising should the Company, notwithstanding its plans, fail to meet its commitments under the flow-through subscription agreements.

The Company may be subject to interest on flow-through proceeds ("Part XII.6 tax") renounced under the look-back rules in respect of prior years, and penalties, in accordance with regulations in the Income Tax Act (Canada), if it is determined that flow-through proceeds were not properly or timely spent on prescribed Canadian exploration expenses. Any Part XII.6 tax would be expensed as incurred, as an operating expense.

Short-Term Leases and Other

The Company has entered into short-term office lease agreements and contracts for corporate office equipment, along with commitments under the ECA with the KFN.

The following is a summary of the Company's contractual obligations and commitments at September 30, 2023:

($000s)

Year

<1 year

$

1

> 1 year

-

$

1

Environmental Regulations

The Company's exploration activities are subject to various provincial and federal laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations so as to protect public health

Page 9

NICKEL CREEK PLATINUM CORP.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

and the environment, and believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to continue to make in the future, filings and expenditures to comply with such laws and regulations.

Contingencies

The Company accrues for liabilities when they are probable and the amount can be reasonably estimated.

The Company may be involved in legal proceedings from time to time, arising in the ordinary course of its business. Based on the Company's knowledge and assessment of events as at September 30, 2023, the Company does not believe that the outcome of any of the matters not recorded in the September 30, 2023 Financial Statements, individually or in aggregate, would have a material adverse effect.

Capital Risk Management

The Company considers its current capital structure to consist of share capital, deferred Share units ("DSUs"), restricted share units ("RSUs"), stock options and warrants. The Company manages its capital structure and adjusts it, based on available funds, to support the acquisition and exploration of mineral properties and to ensure the entity continues as a going concern. The Company's Board of Directors (the "Board") does not establish quantitative returns on capital criteria for management.

The mineral properties in which the Company currently has an interest are in the exploration and evaluation stage; as such, the Company is dependent on external financing to fund its activities. Additional sources of funding, which may not be available on favourable terms, if at all, include: Share equity and debt financings; equity, debt or property level joint ventures; and sale of interests in existing assets. To execute future exploration, evaluation and development activities and to pay for ongoing operating costs, the Company will spend its existing working capital and raise additional amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the nine months ended September 30, 2023. Neither Nickel Creek Platinum nor its subsidiaries are subject to externally imposed capital requirements. The Company's investment policy is to invest its surplus cash in highly liquid short-terminterest-bearing investments with maturities of less than one year from the original date of acquisition, all held in major Canadian financial institutions.

5. TRANSACTIONS WITH RELATED PARTIES AND KEY MANAGEMENT COMPENSATION

The Company has identified its directors and senior officers as its key management personnel, and the compensation costs for key management personnel were recorded at their exchange amounts as agreed by transacting parties.

During the three and nine month periods ended September 30, 2023, the Company recorded consulting fees of $27,000 and $81,000 to a related party, respectively (September 30, 2022 - $34,500 and $85,500, respectively).

Key management participated in the 2023 Private Placement with the purchase of 1,112,000 Units for $50,040 and Electrum acquired 27,777,778 Units for $1,250,000.

The compensation paid or payable to key management for services rendered is shown below:

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Nickel Creek Platinum Corp. published this content on 08 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 November 2023 18:35:04 UTC.