GT RESOURCES INC. — Capital/Financing Update 2021

Jan 27, 2021

A copy of this preliminary short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada (other than Québec), but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

The securities offered and underlying securities offered under this short form prospectus have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws. Accordingly, the securities offered hereby may not be offered, sold or delivered, directly or indirectly, within the United States of America, its territories and possessions, any state of the United States or the District of Columbia (the " United States ") or to or for the benefit of U.S. Persons (as defined in Regulation S under the U.S. Securities Act) except in transactions exempt from registration under the U.S. Securities Act or any applicable state securities laws. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to or on behalf of U.S. Persons. See "Plan of Distribution".

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Palladium One Mining Inc. at Suite 550 – 800 West Pender Street, Vancouver, British Columbia, V6C 2V6, telephone: (778) 327-5799 and are also available electronically on the Company's SEDAR profile located at www.sedar.com.

NEW ISSUE

PRELIMINARY SHORT FORM PROSPECTUS

JANUARY 26, 2021

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Palladium One Mining Inc.

$12,499,000 43,100,000 Units

Palladium One Mining Inc. (" Palladium " or the " Company ") is filing this short form prospectus (this " Prospectus ") to qualify for distribution in each of the provinces of Canada (other than Québec) of 43,100,000 units of the Company (the " Units ") at a price of $0.29 per Unit (the " Offering Price ") for aggregate gross proceeds of $12,499,000 (the " Offering "). The Units are being sold pursuant to an underwriting agreement dated January 26, 2021 (the " Underwriting Agreement ") among the Company and Sprott Capital Partners LP (the " Lead Underwriter "), and Mackie Research Capital Corporation (together with the Lead Underwriter, the " Underwriters "). The Offering Price was determined by negotiation between the Company and the Lead Underwriter on behalf of the Underwriters with reference to the prevailing market price of the common shares of the Company (the " Common Shares ") on the TSX Venture Exchange (the " TSX-V "). See " Plan of Distribution ".

Each Unit is comprised of one common share of the Company (each, a " Unit Share ") and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a " Warrant "). Each Warrant is exercisable into one common share of the Company (each, a " Warrant Share ") at an exercise price of $0.45 per Warrant Share at any time prior to 5:00 p.m. (Vancouver time) on the date that is 24 months following the Closing Date (as defined herein) (the " Warrant Expiry Date "), subject to adjustment in certain events. The Warrants will be governed by a warrant indenture (the " Warrant Indenture ") to be entered into on the Closing Date between the Company and Computershare Trust Company of Canada, as warrant agent (" Warrant Agent "). The Units will immediately separate into Unit Shares and Warrants upon closing of the Offering. See " Description of Securities Being Distributed ".

The outstanding Common Shares are listed and posted for trading on the TSX-V under the symbol "PDM". On January 19, 2021, the last full trading day prior to the announcement of the Offering the closing price of the Common shares on the TSX-V was $0.30. On January 25, 2021, the last day prior to filing this Prospectus, the closing price of the Common Shares on the TSX-V

was $0.37. The Company will apply to the TSX-V for the listing of the Unit Shares and Warrant Shares and the Broker Shares (as defined herein) qualified hereunder. The listing of the Unit Shares, Warrant Shares and Broker Shares will be subject to the Company fulfilling the listing requirements of the TSX-V. See " Plan of Distribution ".

Pursuant to the terms of the Underwriting Agreement, the Units will be issued and sold in each of the provinces of Canada (other than Québec). The Units will also be offered in the United States on a private placement basis pursuant to exemptions from registration requirements of the U.S. Securities Act and similar exemptions under all applicable state securities laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction. See "Plan of Distribution ".

There is currently no market through which the Warrants may be sold and purchasers may not be able to resell Warrants purchased under the Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation. See "Risk Factors" .

Price: $0.29 per Unit

Per Unit .............................................. Total................................................................................ Notes:	Price to the Public $0.29(3) $12,499,000	Underwriting Commission(1) $0.0174 $749,940	Net Proceeds to the Company(2)(4)
			$0.2726 $11,749,060

• (1) Pursuant to the Underwriting Agreement, and in consideration for services rendered in connection with the Offering, the Company has agreed to pay the Underwriters a cash commission equal to 6% of the gross proceeds of the Offering (the " Underwriters' Commission "). In addition to the Underwriters' Commission, the Company will issue to the Underwriters broker warrants (the " Broker Warrants ") to purchase that number of Common Shares equal to 6% of the aggregate number of Units issued pursuant to the Offering. Each Broker Warrant will entitle the holder thereof to acquire one Common Share (a " Broker Share ") at a price of $0.29 at any time prior to 5:00 p.m. (Vancouver time) on the date that is 24 months following the Closing Date. This Prospectus also qualifies the distribution of the Broker Warrants. See " Plan of Distribution ".

• (2) After deducting the Underwriters' Commission, but before deducting expenses related to the Offering estimated to be $150,000 which will be paid from the proceeds of the Offering. See " Use of Proceeds ".

• (3) The Company intends to allocate $0.289 of the Offering Price as consideration for the issue of each Unit Share and $0.001 of the Offering Price as consideration for the issue of each one-half Warrant comprising each Unit.

• (4) If the Concurrent Private Placement (as defined herein) is completed, the aggregate net proceeds of the Offering and the Concurrent Private Placement will be $14,108,460, after deducting the Underwriters' Commission of $749,940 and the Placement Fee of $150,600 (as defined herein) but before deducting the aggregate expenses of the Offering and the Concurrent Private Placement. See "Concurrent Private Placement" .

The following table sets forth the number of compensation securities that may be issued by the Company to the Underwriters in connection with the sale of Units.

Underwriters'Position Broker Warrants	Number of Securities Available 2,586,000 Broker Warrants	Exercise Period Exercisable for a period of 24 months following the Closing Date	Exercise Price
			$0.29 per Broker Share

The Underwriters, as principals, conditionally offer the Units, subject to prior sale, if, as and when issued by the Company and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under "Plan of Distribution" and subject to approval of certain legal matters relating to the Offering by Bennett Jones LLP, on behalf of the Company, and by Baker & McKenzie LLP, on behalf of the Underwriters.

Subscriptions for Units will be received subject to rejection or allotment in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. The Underwriters propose to offer the Units initially at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at such price, the Offering Price may be decreased and may be further changed from time to time to an amount not greater than the Offering Price. See " Plan of Distribution ".

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It is expected that the closing of the Offering will take place on or about February 19, 2021 or such other date as may be agreed upon by the Company and the Lead Underwriter (the " Closing Date "), but in any event no later than 42 days after the date of the final receipt for the final short form prospectus. Except in limited circumstances including, but not limited to, certain securities offered or sold to purchasers in the United States or who are U.S. Persons, it is expected that the Company will arrange for an instant deposit through the non-certificated inventory system representing the Unit Shares and Warrants comprising the Units will be issued and deposited with CDS Clearing and Depository Services Inc. (" CDS "). Except as set forth herein, a subscriber who purchases Units will receive only a customer confirmation from the registered dealer who is a CDS participant from or through whom Units are purchased. CDS will record the CDS participants who hold the Unit Shares and Warrants on behalf of owners who have purchased or transferred Unit Shares or Warrants in accordance with the book entry only system of CDS. Physical certificates evidencing Unit Shares and Warrants will not be issued except in limited circumstance and unless a request for a certificate is made to the Company.

In addition to the Offering, the Company anticipates entering into subscription agreements (the " Subscription Agreements ") on or prior to the Closing Date pursuant to which certain purchasers will agree to purchase, on a brokered private placement basis pursuant to exemptions from the prospectus requirements under applicable Canadian securities laws and pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder, an aggregate of: (i) 1,500,000 flow-through units of the Company (the " FT Units ") at a price of $0.34 per FT Unit for gross proceeds of $510,000 (the " FT Issue Price "), and (ii) 5,000,000 charity flow-through units of the Company (the " Charity FT Units ") at a price of $0.40 per Charity FT Unit (the " Charity FT Issue Price ") for gross proceeds of $2,000,000, concurrent with the closing of the Offering (the " Concurrent Private Placement "). Each FT Unit and Charity FT Units will consist of one Common Share and one-half of one common share purchase warrant (each whole warrant, a " FT Warrant "), each issued on a "flow-through" basis within the meaning of the Income Tax Act (Canada) (the " Tax Act "). Each FT Warrant is exercisable into one Warrant Share at an exercise price of $0.45 per Warrant Share at any time prior to 5:00 p.m. (Vancouver time) on the Warrant Expiry Date, subject to adjustment in certain events. Similar to the Warrants, the FT Warrants will be governed by the Warrant Indenture. Each FT Warrant will also qualify as “flow-through shares” within the meaning of the Tax Act so that the full gross proceeds from the Concurrent Private Placement will be expended on the Canadian exploration expenses as defined in the Tax Act. The Warrant Shares issued pursuant to the exercise of the FT Warrant will not be "flow-through shares" within the meaning of the Tax Act. The Company will pay the Underwriters a cash fee (the " Placement Fee ") equal to 6% of the gross proceeds raised under the Concurrent Private Placement, together with, as additional compensation, such number of non-transferrable broker warrants (the " Private Placement Broker Warrants ") equal to 6% of the FT Units and Charity FT Units sold pursuant to the Concurrent Private Placement. Each Private Placement Broker Warrant is exercisable to acquire one Common Share (a " Private Placement Broker Share ") at the FT Issue Price or Charity FT Issue Price, as applicable, at any time prior to 5:00 p.m. (Vancouver time) for a period of 24 months following the Closing Date. This Prospectus does not qualify the distribution of the securities issued or issuable pursuant to the Concurrent Private Placement and such securities will be subject to a statutory hold period lasting four months and one day following the closing of the Concurrent Private Placement.

The Company will apply to the TSX-V for the listing of the Unit Shares, the Warrant Shares and the Broker Shares to be distributed under this Prospectus and the Common Shares issued and/or issuable under the Concurrent Private Placement. The listing of the Unit Shares, the Warrant Shares and the Broker Shares will be subject to the Company fulfilling the listing requirements of the TSX-V. The Warrants are transferable but will not be listed for trading on any exchange and as a result, there is no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased under this Prospectus. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading and the liquidity of the Warrants. See " Description of the Securities Being Distributed " and " Risk Factors ".

Palladium's head office is located at Suite 550 – 800 West Pender Street, British Columbia V6C 2V6, Canada and its registered office is located at Suite 550 – 800 West Pender Street, British Columbia V6C 2V6, Canada.

Markku Iljina and Alexei Sokolov, reside outside of Canada and have appointed Bennett Jones LLP their agent for services of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Prospective investors should rely only on the information contained in or incorporated by reference into this Prospectus. Neither the Company nor the Underwriters has authorized anyone to provide prospective investors with different information. Information contained on the Company's website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Units. Neither the Company nor the Underwriters are making an offer of the Units in any jurisdiction where the offer or sale is not permitted. The Company's business, operating results, financial condition and prospects may have changed since the date of this Prospectus.

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This Prospectus has been filed with the securities commissions or similar regulatory authorities in each of the provinces of Canada (other than Québec). The distribution of this Prospectus and the offer or sale of the Units in certain jurisdictions is restricted by law. No action has been taken by the Company or the Underwriters to permit a public offering in any jurisdiction other than in each of the provinces of Canada (other than Québec). Persons into whose possession this Prospectus may come are required by the Company and the Underwriters to inform themselves about and to observe such restrictions. This Prospectus may not be used for, or in connection with, any offer to, or solicitation by, anyone in any jurisdiction or under any circumstances in which such offer or solicitation is not authorized or is unlawful. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Units in any jurisdiction to any person to whom it would be unlawful to make such an offer. An investment in Palladium's securities is highly speculative and involves significant risks that should be carefully considered by prospective investors. The risks outlined in this Prospectus and in the documents incorporated herein by reference should be carefully reviewed and considered by prospective investors. See " Risk Factors " and " Cautionary Statements Regarding Forward-Looking Statements ".

Prospective investors are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, territorial, local, foreign and other tax consequences of acquiring, holding or disposing of the Units, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires the Units.

All dollar amounts in this Prospectus refer to Canadian dollars, unless otherwise indicated. See " Currency and Exchange Rate Information ".

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE OR CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE SECURITIES OFFERED HEREBY, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SHORT FORM PROSPECTUS OR DETERMINED IF THIS SHORT FORM PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

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TABLE OF CONTENT

PALLADIUM ONE MINING INC. ............................................................................................................................................. I ABOUT THIS PROSPECTUS .................................................................................................................................................... 1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................................................... 1 CURRENCY AND EXCHANGE RATE INFORMATION ..................................................................................................... 4 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................................ 5 MARKETING MATERIALS ..................................................................................................................................................... 6 DESCRIPTION OF THE BUSINESS ........................................................................................................................................ 6 RECENT DEVELOPMENTS ..................................................................................................................................................... 7 SCIENTIFIC AND TECHNICAL INFORMATION ............................................................................................................. 10 CAUTIONARY NOTE REGARDING MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES ............... 24 DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED ....................................................................................... 25 CONSOLIDATED CAPITALIZATION ................................................................................................................................. 26 USE OF PROCEEDS ................................................................................................................................................................. 28 PRIOR SALES ........................................................................................................................................................................... 29 TRADING PRICE AND VOLUME ......................................................................................................................................... 30 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ........................................................................ 30 ELIGIBILITY FOR INVESTMENT ....................................................................................................................................... 34 PLAN OF DISTRIBUTION ...................................................................................................................................................... 35 CONCURRENT PRIVATE PLACEMENT ............................................................................................................................ 37 RISK FACTORS ........................................................................................................................................................................ 38 AGENT FOR SERVICE OF PROCESS .................................................................................................................................. 41 LEGAL MATTERS ................................................................................................................................................................... 41 PURCHASERS' RIGHTS OF WITHDRAWAL AND RESCISSION .................................................................................. 42 AUDITOR, TRANSFER AGENT AND REGISTRAR .......................................................................................................... 42 INTEREST OF EXPERTS ........................................................................................................................................................ 42 CERTIFICATE OF THE COMPANY .................................................................................................................................. C-1 CERTIFICATE OF THE UNDERWRITERS ...................................................................................................................... C-2

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ABOUT THIS PROSPECTUS

Prospective investors should rely only on the information contained in or incorporated by reference into this Prospectus. Neither the Company nor the Underwriters has authorized anyone to provide prospective investors with different information. Information contained on the Company's website shall not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Units. Neither the Company nor the Underwriters are making an offer of the Units in any jurisdiction where the offer or sale is not permitted. Prospective investors should assume that the information appearing in this Prospectus is accurate only as of the date on the front of this Prospectus, or the date of any documents incorporated by reference herein. The Company's business, operating results, financial condition and prospects may have changed since the date of this Prospectus.

Market data and certain industry forecasts used in this Prospectus and the documents incorporated by reference herein were obtained from market research, publicly available information and industry publications. These reports and publications are subjective and speak as of their original publications dates, which in some cases may be prior to changes in the market conditions resulting from the COVID-19 pandemic, and not as of the date of this Prospectus. We believe that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. We have not independently verified such information, and we do not make any representation as to the accuracy of such information.

The Company's annual consolidated financial statements that are incorporated by reference into this Prospectus have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board (" IFRS ").

In this Prospectus, unless the context otherwise requires, references to "we", "us", "our" or similar terms, as well as references to "Palladium" or the "Company", refer to Palladium One Mining Inc. together with our subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this short from prospectus and any documents incorporated by reference into this Prospectus constitute forward-looking information within the meaning of applicable Canadian securities legislation (collectively, " forward-looking statements "). All statements included herein, other than statements of historical fact, are forward-looking statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements. The forwardlooking statements in this Prospectus include, without limitation, statements relating to:

• The LK Project (as defined herein) and the Company's planned and future exploration on the each of these projects or other mineral properties;

• the use of proceeds from the Offering;

• the Company's goals regarding exploration and development of its projects, and regarding raising capital and conducting further exploration and developments of its properties;

• the Company's future business plans;

• expectations generally regarding the ability to raise further capital for corporate purposes;

• the future prices of palladium, gold, copper, cobalt, nickel and other metals;

• expectations regarding any environmental issues that may affect planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations;

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• the ability to obtain, and/or maintain any required permits, licenses or other necessary approvals for the exploration or development of the LK Project and other mineral properties;

• government regulation of mineral exploration and development operations in Finland and Canada;

• laws and regulations with respect to indigenous land claims;

• the Company's expected reliance on key management personnel, advisors and consultants;

• the volatility of global financial markets; and

• the volatility of the novel coronavirus (" COVID-19 ") outbreak as a global pandemic.

Often, but not always, these forward-looking statements can be identified by the use of words such as "anticipates", "believes", "plans", "estimates", "expects", "forecasts", "scheduled", "targets", "possible", "strategy", "potential", "intends", "advance", "goal", "objective", "projects", "budget", "calculates" or statements that events, "will", "may", "could" or "should" occur or be achieved and similar expressions, including negative variations.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by the forward-looking statements. Such uncertainties and factors include, among others:

• the Company is an exploration stage company;

• future acquisitions and joint ventures;

• mineral exploration and development;

• competition and mineral exploration;

• additional funding;

• acquisition of additional mineral properties;

• government or regulatory approvals;

• title risks;

• laws and regulations governing the Company or properties of the Company, including the laws and regulations in Finland;

• unasserted title claims and risks related to First Nations land use;

• environmental risks;

• social and environmental activism;

• dependence on management and key personnel;

• global economy risks;

• currency risks;

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• claims and legal proceedings;

• conflicts of interest;

• mineral prices;

• negative cash flow from operating activities;

• going concern risk;

• acquisitions;

• infrastructure;

• COVID-19 related risks, which may continue to impact the Company's business, operations and financial condition to an unknown, but potentially material extent;

• force majeure;

• foreign operations, investments and regulatory risks, given all of the Company's material mineral assets are located outside of Canada;

• adverse climate risks;

• material contract obligations;

• price volatility of publicly traded securities;

• dilution;

• securities or industry analysts;

• the Company has never paid, and does not currently anticipate paying, dividends;

• U.S. or foreign investors may find it difficult to enforce U.S. or foreign judgments against the Company;

• the Warrants not being listed on any exchange;

• discretion in the use of proceeds;

• positive return in an investment in the Units is not guaranteed; and

• potential creation of control person.

as well as those factors referred to in the "Risk Factors" section in this Prospectus and the documents incorporated by reference.

Forward-looking statements contained in this Prospectus and any documents incorporated by reference are based on the assumptions, beliefs, expectations and opinions of management, including but not limited to:

• the ability to raise any necessary additional capital on reasonable terms to advance exploration and, assessment and development of the LK Project;

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• future prices of palladium, gold, copper, cobalt, nickel and other minerals;

• the timing and results of exploration and drilling programs;

• the demand for, and stable or improving price of palladium, gold, copper, cobalt, nickel and other minerals;

• general business and economic conditions will not change in a material adverse manner;

• the Company's ability to procure equipment and operating supplies in sufficient quantities and on a timely basis;

• the geology of the LK Project as described in the Technical Report (as defined herein);

• the accuracy of budgeted exploration and development costs and expenditures;

• future currency exchange rates and interest rates;

• operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner;

• the Company's ability to attract and retain skilled personnel and directors;

• political and regulatory stability;

• the receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms;

• obtaining required renewals for existing approvals, licenses and permits on favourable terms;

• requirements under applicable laws;

• sustained labour stability; stability in financial and capital goods markets; and

• availability of equipment and contractors.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These forward-looking statements are made as of the date of this Prospectus. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, including, without limitation, those referred to in this Prospectus under the heading " Risk Factors " and in the Company's AIF (as defined herein). Accordingly, readers and investors should not place undue reliance on forward-looking statements. The Company does not intend to update forward-looking statements, except as required by law.

CURRENCY AND EXCHANGE RATE INFORMATION

Unless otherwise indicated, all references to "$" or "dollars" in this Prospectus refer to Canadian dollars. References to "€" in this Prospectus refer to Euros.

The following table sets forth (a) the rate of exchange for the Canadian dollar, expressed in Euros, in effect at the end of the periods indicated; (b) the average exchange rates for the Canadian dollar, expressed in Euros, during such periods; and (c) the high and low exchange rates for the Canadian dollar, expressed in Euros, during such periods,

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each based on the daily average exchange rate as reported by the Bank of Canada for conversion of Canadian dollars into Euros:

Period End ................................................................................... Average ................................................................................... High ................................................................................... Low ...................................................................................	Canadian dollar to Euro	Canadian dollar to Euro	Canadian dollar to Euro	Canadian dollar to Euro
	Three Months Ended December 31 2020 2019 2018 0.6407 0.6857 0.6405 0.6436 0.6842 0.6637 0.6512 0.6914 0.6761 0.6357 0.6783 0.6405		Year Ended December 31
	2020 0.6407 0.6436 0.6512 0.6357	2019 0.6857 0.6842 0.6914 0.6783	2020 0.6407 0.6541 0.7002 0.6309	2019
				0.6857 0.6733 0.6926 0.6476

The daily average exchange rate on the day before this Prospectus was filed as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars was $1.00 = €0.6467 (or €1 = $1.5463).

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus from documents filed with the securities commissions or similar authorities in Canada . Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at Suite 550-800 West Pender Street, Vancouver, British Columbia, V6C 2V6, telephone (778) 327-5799 and are also available electronically under the Company's profile on SEDAR at www.sedar.com.

The following documents, filed with the securities regulatory authorities in each of the jurisdictions in Canada in which the Company is a reporting issuer, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

• 1) annual information form of the Company dated April 27, 2020, for the year ended December 31, 2019 (the " AIF ");

• 2) audited consolidated financial statements of the Company for the years ended December 31, 2019 and 2018, together with the notes thereto and the report of the independent auditors thereon;

• 3) management's discussion and analysis of financial condition and results of operations of the Company for the year ended December 31, 2019;

• 4) the unaudited condensed interim consolidated financial statements of the Company for the nine months ended September 30, 2020 and 2019 together with the notes thereto (the " Interim Financial Statements ");

• 5) management's discussion and analysis of financial condition and results of operations of the Company for the nine months ended September 30, 2020 (the " Interim MD&A ");

• 6) management information circular of the Company dated May 20, 2020, for the annual and special meeting of shareholders held on June 30, 2020;

• 7) the technical report entitled "Technical Report for the Kaukua Deposit, Lantinen Koillismaa Project, Finland" dated January 15, 2021 prepared by Alexei Sokolov and Markku Iljina of Mining Plus Pty Ltd and Markku Iljina GeoConsulting Oy, respectively (the " Technical Report ");

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• 8) the material change report dated January 22, 2021 in respect of the Offering ; and

• 9) the "template version" (as such term is defined in National Instrument 44-101 – Short Form Prospectus Distributions ) of the term sheet dated January 20, 2021 in connection with the Offering (the " Term Sheet ").

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference into this Prospectus modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus.

Any document of the type required to be incorporated into the Prospectus by item 11.1 of Form 44-101F1 – Short Form Prospectus (excluding confidential material change reports and excluding those portions of documents that are not required pursuant to National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference herein) filed by the Company after the date of this Prospectus and before the termination of the distribution are deemed to be incorporated by reference in this Prospectus. Copies of the documents incorporated by reference may be obtained without charge from the Corporate Secretary of the Company at the above-mentioned address and telephone number and are also available electronically on the SEDAR website at www.sedar.com. Information on the Company's website does not constitute part of this Prospectus.

MARKETING MATERIALS

The Term Sheet does not form part of this Prospectus to the extent that the contents of the Term Sheet have been modified or superseded by a statement contained in this Prospectus.

Any "template version" of any "marketing materials" (as defined in National Instrument 41-101 – General Prospectus Requirements ) that are utilized by the Underwriters in connection with the Offering are not part of this Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus. Any template version of any other marketing materials filed on SEDAR at www.sedar.com after the date of this Prospectus but before the termination of the distribution under the Offering (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference in this Prospectus.

DESCRIPTION OF THE BUSINESS

The following description of the Company is, in some instances, derived from selected information about us contained in the documents incorporated by reference into this Prospectus. This description does not contain all of the information about us and our properties and business that you should consider before investing in any securities. You should carefully read the entire Prospectus, including the section titled "Risk Factors", as well as the documents incorporated by reference into this Prospectus, before making an investment decision.

Name, Address and Incorporation

The Company was incorporated under the Business Corporations Act (British Columbia) under the name Benzai Capital Corp. by articles of incorporation dated January 16, 2007. On January 24, 2013, the Company changed its name to Redline Resources Inc. and on February 11, 2016, the Company changed its name to Nickel One Resources Inc. and on May 3, 2019, the Company changed its name to Palladium One Mining Inc. The registered office and

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principal place of business of the Company is located at 800 West Pender Street, Suite 550, Vancouver, British Columbia, V6C 2V6. The Company's Common Shares are listed on the TSX-V under the symbol "PDM".

Intercorporate Relationships

The following diagram illustrates the corporate structure of the Company and the location of the Company's principal assets within its corporate structure.

==> picture [248 x 177] intentionally omitted <==

Notes:

(1) Tyko Resources Inc. holds the Tyko Project (as defined herein) and Disraeli Project (as defined herein).

• (2) Nortec Mineral Oy holds the LK Project and the KS Project (as defined herein).

Business of the Company

The Company is an exploration stage company and engages principally in the exploration of mineral properties in proven, accessible and safe mining jurisdictions in Canada and Finland. The principal material project in which the Company currently holds a 100% interest is the Lantinen Koillismaa PGE-Cu-Ni-Project (the " LK Project "), located in North-Central Finland. Additional projects in which the Company also holds a 100% interest include the Kostonjarvi Cu-Ni-PGE project (" KS Project "), located in North-Central Finland, and the Tyko Ni-Cu-PGE project (" Tyko Project ") and Disraeli PGE-Ni-Cu project (the " Disraeli Project "), near Thunder Bay, Ontario, Canada.

Further information regarding the business of the Company or its operations and its mineral properties can be found in the AIF and the other documents incorporated by reference into this Prospectus. See " Documents Incorporated by Reference".

RECENT DEVELOPMENTS

On May 6, 2020, the Company announced a $1.15 million non-brokered private placement financing (the " May 2020 Financing ") of up to 3,076,923 charity flow-through units (the " May 2020 CFT Units ") at a price of $0.13 per May 2020 CFT Unit for gross proceeds of up to $400,000 and 8,333,333 flow-through units (the " May 2020 FT Units ", together with May 2020 CFT Units, " May 2020 Units ") at a price of $0.09 per May 2020 FT Unit for gross proceeds of up to $750,000. Each May 2020 Unit comprised of one Common Share and one-half of one common share purchase warrant of the Company (the " May 2020 Warrant "). Each May 2020 Warrant has a term of 24 months, which can be exercised for $0.13 per Common Share during the first 12 months following the closing of the offering, and $0.22 per Common Share thereafter.

On May 7, 2020, the Company announced that results from its Haukiaho Induced Polarization (IP) survey at the LK Project outlined several new and large chargeability drill targets.

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On May 20, 2020, the Company announced that it closed the first tranche of the May 2020 Financing and had issued 2,700,000 May 2020 CFT Units and 7,855,000 May 2020 FT Units for aggregate gross proceeds of $1,057,950.

On May 26, 2020, the Company announced a new, large chargeability drill target at the Haukiaho East Induced Polarization survey grid and covers 1.6 kilometers of 17 kilometers strike length of the highly prospective Haukiaho trend.

On June 11, 2020, the Company announced a new chargeability drill target on Tilsa Induced Polarization (IP) survey grid on the LK Project.

On July 14, 2020, the Company announced that planned to resume its drill program on the LK Project in August 2020, with initial drilling to be focused on expanding known mineralization to the east of existing drill intercepts in the Kaukua South zone, which hosts a greater than 4 kilometer long Induced Polarization chargeability anomaly. The Phase 1 exploration program was previously suspended in March 2020 due to the COVID-19 pandemic.

On July 22, 2020, the Company announced the first drilling results from Phase 1 winter 2020 drill program at LK Project, which includes an intersect 32.55m at 2.86 g/t palladium equivalent (" Pd-Eq ").

On July 28, 2020, the Company announced the second batch of drilling results from Phase 1 winter 2020 drill program at LK Project, which includes 41.6m at 2.16g/t Pd-Eq.

On August 10, 2020, the Company announced final data from the 2020 winter Induced Polarization (IP) geophysical program which suggested that the Kaukua South anomaly extends for over 5.5km. Additionally, the Company announced that the Phase 1 drill program had restarted at the LK Project.

On August 11, 2020, the Company announced the first drillhole to test the eastern extension of the Kaukua South Induced Polarization chargeability anomaly intersected 166.7m at 1.16 g/t Pd-Eq, including 63.4m at 1.88 g/t Pd-Eq.

On August 25, 2020, the Company announced the first diamond drillhole results in the Mutrolampi zone, located 2.5km north of the Kaukua deposit at the LK Project, which intersected 87.2m at 1.43 g/t Pd-Eq.

On September 15, 2020, the Company reported that its first diamond drill assays from Haukiaho trend returned a wide interval of mineralization, located in a 200m drilling gap in the 2013 historic Haukiaho resource. A total of three holes were completed in the Haukiaho. In addition, the Company had resumed Phase 1 drilling program on August 10[th] and drilling was completed in early September. A total of 14 holes, totalling 2,566m, were completed during the resumed program bringing the total Phase 1 program to 26 holes, totaling 4,490m.

On September 29, 2020, the Company announced 11 successful discovery holes drilled in the Kaukua South extension, each of which contained magmatic sulphide mineralization. This major discovery increases mineralized strike length from 600m to 4km at Kaukua South.

On October 6, 2020, the Company announced the first assay results from the resumed Phase 1 drill program at LK Project returned a wide zone of shallow, high-grade palladium mineralization at the Kaukua South extension. Results include a core zone of 72m at 1.96 g/t Pd-Eq within a wider zone of 145.5m at 1.26 g/t Pd-Eq.

On October 20, 2020, the Company announced new discovery results from the LK Project suggesting magmatic sulfide mineralization extends over greater than 600m strike length at Murtolampi, returning 20.2m at 2.26 g/t Pd-Eq within 87.2m at 1.43 g/t Pd-Eq. Three drillholes were tested in the Murtolampi Zone, two of which intersected magmatic sulfide mineralization ranging from 40m to 70m.

On October 22, 2020, the Company announced a step out hole (Hole LK20-016) yielded the best combination and width of all results from the LK Project to date, starting at 23.5m downhole returned 62.7m at 3.52g/t Pd-Eq, including 18.5m at 4.58 g/t Pd-Eq. The Company confirmed PGE-Ni-Cu mineralization over 4km of strike length at Kaukua South zone, which remains open laterally for expansion both to the east and west as well as depth.

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October 29, 2020, the Company announced an application to trade on the United States OTCQB Venture Market and DTC eligibility were made. The application to trade on the OTCQB is anticipated to provide greater liquidity and more seamless trading experience for existing US shareholders and potential new investors. In conjunction with the OTCQB application, the Company is also applying for approval from the DTC to make the Common Shares eligible to clear electronically and settle through DTC, which would further facilitate trading the US.

On November 10, 2020, the Company announced a 17,500m Phase II drilling program targeting the Kaukua South zone, scheduled to commence November 13, 2020. The Phase II drilling program primarily designed to support a future inferred resource estimate at Kaukua South. The initial stage of the Phase II program would include approximately 2,500m of diamond drilling to be completed before year end.

On November 16, 2020, the Company announced a step out hole intersected high-grade open pit potential mineralization returning 13m at 3.4 g/t Pd-Eq within 79m at 2.0 g/t Pd-Eq. The Company confirmed PGE-Ni-Cu mineralization over 600m of strike length at the Murtolampi zone and the zone remains open for lateral and depth expansions.

On November 18, 2020, the Company announced a discovery of mineralized boulders with up to 0.41% Nickel (" Ni ") have been discovered 'down ice' of the Smoke Lake airborne electromagnetic (" EM ") survey as well as soil samples with up to 565ppm Ni at the Tyko Project. Initially scheduled for June 2020, the diamond drilling of the EM target at Smoke West was scheduled to commence November 23, 2020, with the delay due to COVID-19 lockdown and the suspension of exploration activities in Finland.

On December 1, 2020, the Company announced receipt of $5,619,013 in aggregate proceeds from the exercise of warrants, including $1,750,000 from Mr. Eric Sprott, who is an insider of the Company. As at the date of the announcement, the Company had 18,687,746 warrants which were at-the-money or in-the-money.

On December 7, 2020, the Company announced a discovery of a 4 meter and 2 meter wide massive magmatic sulphides at less than 30 meters true-depth, with the first two drillholes of the 2020 Tyko drill program.

On December 9, 2020, the Company announced that a new high-resolution drone magnetic survey discovery has outlined a significant magnetic signature, a key indicator of mineralization where its Disraeli Project is located, in Ontario, Canada. The Company has received an exploration drill permit for the Disraeli Project and plans to start drilling in February 2021, pending winter ice conditions.

On December 16, 2020, the Ministry of Energy, Northern Development and Mines issued a notice of caution (" Notice of Caution ") covering approximately 40,000 square kilometres along the northern shore of Lake Superior and includes both the Tyko and Disraeli Projects. This notification serves to inform mineral claim landowners in the area that ongoing litigation to which Ontario is a defendant, known as the Michano litigation, in which First Nations have asserted Aboriginal rights and title to their traditional lands. While the Notice of Caution does not prevent new mining claim registrations or the submission of exploration plans or exploration permit applications, it is intended to alert the mineral exploration and mining industry to the presence of Aboriginal Title claims in the area and ensure proponents are aware that there may be heightened Crown consultation and accommodation obligations for future exploration, development and related activities in this area. See " Risk Factors ".

On January 5, 2021, the Company received notice that Kiashke Zaaging Anishinaabek (Gull Bay First Nation) (" GBFN ") had filed an application for judicial review of the Ontario Ministry of Energy, Northern Development and Mines ( MENDM ") decision to issue Exploration Permit PR-20-000255 to Tyko Resources Inc. The MENDM and the Company have filed appearances to defend the judicial review. The initial case management conference was convened on January 21, 2021. No schedule has yet been set for the review. See " Risk Factors ".

On January 5, 2021, the Company announced massive magmatic sulphide discovery yields of 8.7% Ni-Eq over 3.8 meters at the Tyko Project. As at the date of the announcement, the 2020 Tyko drill program consisted of 14 drillholes totalling 1,123 meters.

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On January 12, 2021, the Company announced that the results for six additional drillholes drilled at the Tyko Project indicate several massive magmatic sulphides intercepts which returned grades of up to 7.5% Ni-Eq over 4.2 meters.

On January 18, 2021, the Company announced initial infill drilling results from the 17,500 meter Phase II drill program at the LK Project, with multiple intercepts of high-grade, open-pit resource potential at the Kaukua South zone. The first seven holes returned palladium-rich mineralization ranging from 25 to 60 metres drilled width returning between 1.8 to 2.6 g/t Pd-Eq.

On January 19, 2021, the Company announced the final results from the 2020 Tyko drill program which include massive magmatic sulphides grading up to 9.9% Ni-Eq over 3.8 metres within a broader interval that returned 6.1% Ni-Eq over 7.5 metres. All 13 holes drilled at Smoke Lake intersected magmatic sulphides and multiple massive sulphide intercepts up to 4 metres were encountered.

SCIENTIFIC AND TECHNICAL INFORMATION

The scientific and technical information relating to the LK Project, located in Finland, as set forth in this Prospectus has been derived from or is based on the Technical Report. The Technical Report has been filed with applicable Canadian securities regulatory authorities and is available for review under the Company's profile on SEDAR at www.sedar.com. Each of Alexei Sokolov and Markku Iljina is a qualified person, as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (" NI 43-101 "), has reviewed and approved the scientific and technical disclosure contained in this Prospectus.

A summary of the scientific and technical information based on the Technical Report relating to the LK Project, a material mineral project to the Company, is provided below.

Project Description, Location and Access

Location and Means of Access

The LK Project is located in north central Finland, approximately 40 km north of the Company's exploration office in the village of Taivalkoski. The property is 130 km ESE of the town of Rovaniemi and 160 km NE of the port town of Oulu. The central point of the LK Project is centred at longitude 28°07'42.00'' E; latitude 65°54'20.61'' N. The project is accessed by major paved roads and local access on gravel or dirt roads to the individual drill site areas. Weather conditions are characteristic of the northern Fennoscandian climate with temperate summers and cold winters. During the summer months (June‐August), temperatures range from 10°C to 25°C, and during the winter months (November‐ April) between ‐5°C to ‐30°C.

Exploration Permits and Reservation Notifications

The LK Project area is covered by Exploration Permits, renewed Exploration Permits, and Reservation Notifications. Exploration Permits are divided into two groups; the Kaukua Group consisting of the Kaukua and Murtolampi targets (Kaukua North 1‐2) and the Haukiaho Group covering the Lipeävaara and Haukiaho targets.

The Exploration Permit applications cover 2,484 hectares, while the Exploration Reservation cover 32,576 hectares (Table 1). An Exploration Permit is granted for a fixed term of up to 4 years. The Exploration Permit can be renewed for up to 3 years at time for a total maximum duration of 15 years, excluding renewal review periods, and includes preceding comparable permits, which are referred to as Claims in the old Mining Act (pre‐2011). The validity period (the time since the permit was first granted) of each Exploration Permit is shown in the Table 1 below. Reservation are granted for up to 2 years and are not renewable but must either be converted into Exploration Permits or dropped.

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Table 1 – Exploration Permits and Reservations

Licence Name	Licence ID	First Registration (Arrival)	Renewal Granted	Legally Valid (passed appeals process)	Expiry	Validity Period Years	Status	Area (hectares)
Exploration Permits
Kaukua 1-3	ML2012:0198-02	117.2008	07.11.2019	10-12- 2019	07.11.2022	9	2ndRenewal	229
Kaukua East 1-2	ML2017:0024-01	14.5.2012	11.12.2019	11.12.2019	11.12.2022	6	1st Renewal	158
Kaukua North 1-2	ML2017:0025-01	14.5.2012	07.11.2019	07.11.2019	07.11.2020	6	1st Renewal	123
Kaukua 4 ja 6-15	ML2017-0039- 01	14.5.2012	07.11.2019	07.11.2019	07.11.2020	6	1st Renewal	385
Kaukua West 1-2	ML2017:0026-01	14.5.2012	19.02.2020	19.02.2020	19.02.2023	6	1st Renewal	135
Haukiaho 1-2	ML2012:0199-02	21.10.2008	11.12.2019	11.12.2019	11.12.2020	9	2nd Renewal	185
Haukiaho 3-4	ML2014:0012-01	7.4.2009	11.12.2019	11.12.2019	11.12.2022	6	1st Renewal	187
Haukiaho 11	ML2014:0016-01	13.4.2012	11.12.2019	11.12.2019	11.12.2022	6	1st Renewal	93
Salmivaara 2-11	ML2016:0021-1	24.03.2016	10.02.2020	10.02.2020	24.04.2023	1	New	989
Reservations
Haukiaho East	VA2019:0053-01	29.06.2019	10.10.2021	18.02.2020	28.6.2921	N/A	New application	480
Lipeavaara	VA2019:0052-01	29.06.2019	10.10.2021	18.02.2020	28.06.2021	N/A	New application	871
Kostonjarvi	VA2020:0079-01	21.10.2019	04.12.2019	14.07.2020	20.10.2021	N/A	New application	19,924
Kaukuanjar vi	VA2020:0012-01	21.10.2019	16.04.2020	10.07.2020	23.02.2021	N/A	New application	9,151
Haukiaho North	VA2020:0008-01	24.02.2020	16.01.2020	10.07.2020	23.02.2022	N/A	New application	2,150

None of the LK Project permit areas are located on nature conservation areas, however, the Exploration Permit application for Salmivaara 2‐11 has approximately 2.3 km of common border with a Natura 2000 area. Natura 2000 is a nature conservation program established according to Finnish national legislation and in accordance to a directive

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given by the European Union. Approximately 10% of the KS project Exploration Reservation overlaps with a Natura 2000 area.

There is no legal requirement to survey the boundaries of exploration permits in Finland; instead they are assigned Finnish map coordinates by the mining authority.

Title and Royalties

On February 28, 2018, the Company completed the acquisition of 100% interest in the LK Project from Finore Mining Inc. (" Finore ") through the purchase by the Company of Nortec Minerals Oy, the owner of the LK Project from Finore.

Finore acquired its rights to the LK Project from Nortec Minerals Corp. (" Nortec ") via an Option and Joint Venture Agreement, dated August 24th, 2011 and as subsequently amended. Nortec was granted a 2% Net Smelter Royalty (" NSR ") on any future production from the Haukiaho and Haukiaho East claims. The Company retained the option to purchase 1% of the NSR from Nortec for €1 million. In January 2020, Palladium purchased the 2% NSR from Nortec for the sum of $50,000 cash and 375,000 common shares of the Company.

Nortec acquired its rights to the LK Project from Akkerman Exploration B.V. (" AEbv ") pursuant to a Memorandum of Understanding dated July 26, 2007 and as subsequently amended.

AEbv was granted a 2% NSR on any future production from the Kaukua, Murtolampi and Lipeävaara Targets. The Company retains the option to purchase 1% of the NSR from AEbv for €1 million. In February 2020, EMX Royalty Corporation purchased the 2% NSR from AEbv for $125,000 in cash and 52,000 shares of the Company.

The 100% interest in the Kaukua property was transferred to the Finland registered company, Nortec Minerals Oy, a 100%‐owned subsidiary of Nortec Minerals Corp.

Nortec acquired its 100% right to the Haukiaho property via a sale and purchase agreement with Vulcan Resources Ltd dated on October 7, 2009

History

Copper and nickel mineralization, hosted by the Marginal Series of the Koillismaa Intrusion was first documented by the Geological Survey and Outokumpu Oy in the early 1960s. The latter also completed 75 drillholes for approximately 12 km of diamond drill core. Approximately half of these drillholes were drilled on the Haukiaho Group of properties, where a small‐scale test mining operation was also undertaken. The original exploration carried out by Outokumpu located sulphide minerals in the Haukiaho and Lipeävaara areas.

PGE‐focused exploration started in the early 1980s, when highly anomalous PGE‐enriched boulder samples (PGE+Au >10 ppm) were reported in the Haukiaho area. This was followed by detailed mapping, surface sampling, resampling of old drill core for PGE and geophysical surveys. In 1990, Outokumpu discovered mineralized portions in the Kaukua and Murtolampi (Kaukua North 1‐2) intrusion blocks and executed a trenching and sampling project by handheld mini‐drill. No further drilling was conducted at this time.

In 1996, GTK (Finland Geological Survey) started an extensive research and exploration program of the entire Koillismaa Complex including the current LK Project areas.

In 2000, the Swedish junior exploration company North Atlantic Natural Resources AB (" NAN ") signed a contract with GTK and the Ministry of Trade and Industry (predecessor of TEM) of Finland optioning the claims. NAN conducted geophysical ground surveys on the Company's present Haukiaho, Murtolampi (licence area Kaukua North 1-2), and Kaukua areas, but only drilled the Haukiaho area. Fugro Ltd flew a low-altitude aerial geophysical survey covering the area of Haukiaho and Kaukua. NAN also sent surface boulder samples of Haukiaho mineralization for metallurgical tests to Lakefield Research Ltd (Lakefield Research Ltd 2001) in Canada before withdrawing from the Koillismaa project in late 2002.

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Detailed magnetic surveys (by GTK and NAN) outlined principal segments or blocks of the basal Koillismaa Intrusion and helped determine probable continuity and offsets. Induced Polarization (IP) surveys did outline a consistent chargeable unit, which correlates with the mineralization intersected by the drilling. This is also consistent with the descriptions of typical disseminated Cu‐Ni‐Fe sulphide mineralization seen in drill core. There is some variability displayed along strike, which may indicate thinner mineralized zones, or minor disruptions related to post emplacement cross faults.

The research and exploration program, by GTK and NAN (1996‐2002), resulted in the identification of highly mineralized areas in the Marginal Series host. Two of the areas, Haukiaho and Kaukua, were subjected to further exploration activity in 2004 and 2005 by GTK including diamond drilling.

Historical mineralogical and metallurgical studies show a strong correlation between the sulphide content and the Ni, Cu and PGE tenor calculated in 100% sulfide.

Nortec conducted four phases of exploration drilling over the Kaukua property from October 2007 to May 2009 for a total of 10,292.8 meters of drilling. The drilling programs explored for east‐west trending, southerly dipping PGE+Au‐ Cu‐Ni sulfide mineralization, plunging to the WSW. Limited mineral processing and metallurgical tests were completed by Nortec Minerals Corp in 2009 and 2010 on drill core from the Kaukua deposit, the results of which are discussed in Section 13 Mineral Processing and Metallurgical Testing.

Nortec completed drill core re‐logging and sampling of historic drill core from 2008 to 2010 in 68 drillholes. This work included using the Nortec logging data format, confirmation of the high‐quality work done in previous studies and the creation of a modern electronic database in Access format. This work as summarized meets or exceeds present industry standards.

In June 2008, Nortec contracted SJ Geophysics, a geophysical contracting and consultancy firm from Vancouver, BC, Canada, to conduct a three‐dimensional ground based Induced Polarization (3DIP) test survey over the Kaukua property. The purpose of this ground geophysical test survey was to determine if IP could locate and trace potential sulphide mineralization and differentiate between possible similar responses from fine grained magnetite known to be present in the area. Data collection was carried out on a grid with lines spaces at 100 m, amounting to 20‐line kilometers of survey.

The inverted chargeability sections calculated from this 3DIP survey outline several anomalous sources which were generally observed to correlate with known and projected Cu‐ Ni mineralization.

There was a drill campaign conducted by Finore 2011 ‐ 2012. Historic drilling further discussed in Section 10 of the Technical Report.

Historical Mineral Estimates

All mineral resource estimates summarized in this section are historic resource estimates and provided for reference purposes only.

Outokumpu completed a Mineral Resource estimate in 1983, based on resampling of old drill core. The estimate for Haukiaho to a depth of 100 m was 7.0 million tonnes at 0.24% Ni, 0.38% Cu, 0.6 g/t Pd, 0.2 g/t Pt and 0.2 g/t Au using a cut‐off grade of 0.7% (Cu% + 2*Ni%). This Resource comprised nine separate mineralized bodies ranging from 0.2 to 2.3 million tonnes in size.

Watts, Griffis and McOuat (WGM) completed two Mineral Resource estimates on the LK project area for Nortec in 2011 and an updated study for Finore on January 24, 2012. The WGM Resource estimate was based on data before 2011 ‐ 2012 drilling program by Finore. The now historic Resource estimate from January 2012 is provided in Table 2 below:

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Table 2 –Watts, Griffis and McOuat Historic Mineral Resource Estimate of January 2012

Classification	Lower Cutoff	Density T/m3	Tonnes T x 1000	Ni (ppm)	Cu (ppm)	Co (ppm)	Au (ppm)	Pd (ppm)	Pt (ppm)
Indicated	>$50	2.93	2,605	1,164	1,734	65	0.07	0.7	0.22
Inferred	>$50	2.93	8,486	1,057	1,582	55	0.08	0.76	0.27
		Mineral Resources Estimate Haukiaho Deposit
Lower Cutoff	Volume	Density	Tonnes	Ni	Cu	Co	Au	Pd	Pt
C$ per Tonne	(m3x 1,000)	T/m3	T x 1000	(ppm)	(ppm)	(ppm)	(ppm)	(ppm)	(ppm)
 $50	5.863	2.86	16,768	1.518	2.418	59	0.11	0.28	0.1
		Mineral Resources Estimate Haukiaho 11 Permit Deposit
Lower Cutoff	Volume	Density	Tonnes	**Ni **	Cu	Co	Au	Pd	Pt
C$ per Tonne	(m3 x 1,000)	T/m3	T x 1000	(ppm)	(ppm)	(ppm)	(ppm)	(ppm)	(ppm)
> $50	979	2.87	2.811	1.630	2.180	73	0.05	0.14	0.05

Mining Plus Canada Consulting completed a Mineral Resource estimate report dated as of September 19, 2013 for Finore Mining. It was based on additional drilling completed by Finore in 2011 and 2012 that was not available in the previous WGM estimate.

The Resource estimate was completed using Ordinary Kriging using a cut‐off grade of 0.1 g/t Pd with a density of 2.9 t/m[3] at Kaukua and 2.89 t/m[3] at Haukiaho. A summary of this 2013 historic mineral resource estimate is provided in Table 3 below.

Table 3 – Mining Plus 2013 Historic Resource Estimate for Haukiaho and Kaukua

Haukiaho Historic Resource Estimate	Haukiaho Historic Resource Estimate	Haukiaho Historic Resource Estimate
Category	Tonnage Mt	Pd g/t	Pt g/t	Cu %	Ni% (Total Nickel)	Au g/t
Inferred	23.2	0.31	0.12	0.21	0.14	0.10
Kaukua (Main Zone) Historic Resource Estimate
Category	Tonnage Mt	Pd g/t	Pt g/t	Cu %	Ni% (Total Nickel)	Au g/t
Indicated	10.4	0.73	0.26	0.15	0.1	0.08
Inferred	13.2	0.63	0.22	0.13	0.1	0.06

The 2013 Mineral Resource estimate for both deposits is an historical estimate in that it was prepared before the Company entered into an agreement to acquire an interest in the property. The estimate has not been verified by the issuer as a current Mineral Resource; and the issuer or public should not treat the historical estimate as a current Mineral Resource.

Geological Setting, Mineralization and Deposit Types

Geology

Finland lies within the predominantly Neoarchaean and Palaeoproterozoic Fennoscandian Shield, which is exposed over an area of more than 1 million km[2] . The Fennoscandian Shield bedrocks in Finland can be subdivided into three broad domains, a Neoarchaean cratonic nucleus flanked by Palaeoproterozoic mobile belts forming the Karelian Province, and Palaeoproterozoic Svecofennian Province in SW Finland. The Archaean nucleus is characterized by extensive granitoids and gneiss domains surrounding narrow northerly trending greenstone belts. The major magmatic and metamorphic events took place around 2.84 Ga, although rocks up to 3.5 Ga are present in the craton. Greenstone

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sequences of lower metamorphic grade were formed after this event. These greenstone sequences were subsequently deformed and intruded by tonalitic to granitic magmas between 2.75‐2.69 Ga. The Kuhmo and Suomussalmi greenstone belts are the most extensive and well preserved supracrustal units in these Archaean belts outcropping over a strike length of nearly 200 km, though seldom exceeding 10 km in width. Both greenstone belts contain abundant tholeiitic and komatiitic volcanic rocks, together with related intrusive and subvolcanic cumulates, and lesser felsic volcanic and volcanoclastic units.

Geological survey of Finland has defined broad metallogenic areas, which characterise various structural units. A special reference is given to 2.5 Ga breakup of Archaeancraton, which globally gave rise to igneous activity that introduced layered intrusions and mafic dyke swarms worldwide. In Fennoscandia, this breakup is represented by the Tornio‐Näränkävaara intrusion belt, TNB, which forms the western part of the giant intrusion belt extending into Russia and bifurcating to Lake Onega in the south, and Arctic Ocean and White Sea in the north and east.

All mineralization types characteristic of layered mafic intrusions can be found in the TNB. These include "contact style" accumulations of chromite and PGE-enriched base metal sulphides in the lowest parts of the intrusions, stratiform "reef style" PGE, chromite and magnetite enrichments higher in the cumulate sequences, and offset "footwall style" PGE-base metal deposits below the intrusions.

The TNB hosts several deposit types such as the world‐class chrome deposit located at the base of the Kemi Intrusion, the potentially world‐class Suhanko PGE‐Ni‐Cu deposits hosted by the Portimo Complex, the Monchegorsk Ni‐Cu‐ PGE deposit hosted by the Monchetundra Massif (Russia), and a vanadium deposit hosted by a magnetite gabbro layer within the Koillismaa complex. Mining is currently underway at the Kemi chrome mine (1968‐Present) and formerly at the Monchegorsk Ni‐Cu‐PGE mine, and Mustavaara vanadium mine (1976‐1985).

The Koillismaa Layered Igneous Complex makes up the easternmost portion of the TNB and consists of two main sectors, the Näränkävaara Intrusion in the east and the Koillismaa Intrusion formerly called the Western Intrusion. These two intrusions are likely connected by an unexposed connecting dyke, which is indicated by a strong magnetic and gravity anomaly.

Several mineralization types typical of layered mafic intrusions can be found in the Koillismaa Intrusion. These include layered accumulations of PGE‐enriched base metal sulphides in the lowest parts of the intrusions (contact‐ type PGE deposits), stratiform PGE, and vanadium enriched magnetite layer (Reefs) higher in the cumulate sequences. The magnetite gabbro layer has been exploited for vanadium.

Mineralization

The mineralized Marginal Series has been more intensively studied in the Kaukua and Haukiaho blocks. Four principal types of base metal ‐ PGE mineralization have been identified within the Kaukua block:

1. Hangingwall‐type Mineralization (contact‐type, in the northern block).

2. Marginal Series‐type Mineralization (contact‐type).

3. Mixed Zone‐type Mineralization (contact‐type).

4. Reef‐type Mineralization (in the southern block).

The Hangingwall‐type mineralization is hosted in a strongly foliated gabbronorite of the Layered Series just above the Marginal Series. The Hangingwall‐type is may be related to the PGE reef identified in the southern Kaukua block abutting the Marginal Series of the northern block due to angular discordance between the Layered and Marginal Series. A PGE reef has also been intersected in the Haukiaho Layered Series, but its possible merging with the Marginal Series mineralization to form Kaukua Hangingwall type mineralization is unknown.

Marginal Series‐type mineralization makes up over 70% of the metal deposition at Kaukua. The Marginal Series is dominated by pyroxenite that hosts sulphide assemblages comprised of pyrrhotite‐chalcopyrite‐pentlandite. The

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sulphide assemblage also occurs as medium‐grained, disseminated aggregations. Sulphide content increases towards the base of the Marginal Series, which often indicates an increase in grade for both PGE and base metals.

There are occasional thin (<3 m wide) transition zones between the mineralized pyroxenite (Marginal Series) and the sulphide‐bearing Mixed Zone that have lower grade PGE mineralization or are barren.

Sulphide mineralization in the Mixed Zone at Kaukua varies in thickness between 30 and 40 meters. The Mixed Zone is dominated by xenoliths of granodiorite and quartzo‐feldspathic gneisses partially assimilated into Marginal Series. Sulphides usually occur as fine‐medium grained chalcopyrite and pyrrhotite disseminations in the basement unit and in cross‐cutting gabbroic‐pyroxenitic intrusions. Pyrite is also present. PGE are associated with the sulphides, with the highest values associated with the chalcopyrite‐rich domains. Upon moving deeper into the basement, pyrite becomes a dominant sulphide and PGE values decrease below detection limits.

The Kaukua PGE ‐ base metals sulphide reef shares similar features with the Rometölväs Reef described in the Syöte and Porttivaara blocks of the Koillismaa Intrusion. This Rometölväs Reef appears as low‐grade, erratic enrichment within a 20 m thick gabbronorite adcumulate zone containing fine‐grained xenoliths (known as microgabbronorites), gabbropegmatites and anorthositic segregates. The characteristic feature of the reef in Kaukua is frequent basement xenoliths while other features of Rometölväs Reef are missing. In the northern part of Kaukua, this reef appears to abut the Marginal Series due to angular discordance between it and the Layered Series. When occurring right above the Marginal Series the reef is actually determined as hangingwall‐type mineralization as described above.

The typical sulphide assemblage is pyrrhotite‐chalcopyrite‐pentlandite and accessory sulphides include pyrite, sphalerite, galena and molybdenite. The main oxides are magnetite and ilmenite, with chromite present in trace amounts. The grades of PGE mineralization roughly correlate with the abundance of sulphides, particularly chalcopyrite.

While the LK and KS projects are contiguous, the targets are very different. The LK project is an open pit style, with disseminated sulphide mineralization along the prospective basal unit of the Koillismaa complex, with similarities to Platreef type deposits. Whereas the KS project target is underground, high‐grade massive sulphide, in the feeder system (Feeder Dyke) of the Koillismaa Complex, similar to a Norilsk, or Voisey's Bay type deposit.

Deposit Types

Platinum‐Group Elements (" PGE ") are a general reference to six metals: platinum (Pt), palladium (Pd), rhodium (Rh), iridium (Ir), ruthenium (Ru), and osmium (Os). Economic PGE deposits are primarily hosted by mafic and ultramafic igneous rocks. The deposit type is a basal accumulation of PGE‐rich base metal sulphides hosted in the Koillismaa layered mafic‐ultramafic complex, which forms part of the Paleoproterozoic (2.5‐2.4 Ga) Tornio‐Näränkävaara Layered Intrusion Belt (TNB) that extends east west across Finland and into Russia.

Exploration

In July 2019, the Company conducted a site visit of the property and reconnaissance prospecting in the Murtolampi and Haukiaho areas which returned up to 3.1 g/t and 0.96 g/t Pt+Pd+Au respectively. The Company was also very active in compiling all historic geological information on the LK project into a central database, and with this data produced a revised geological model of Kaukua deposit which forms the basis of the 2019 updated resource.

Since the Technical Report by Sokolov and Iljina (2019) and prior to the Nov 10th 2020 cut off date of the current report, the Company has conducted 4,800 meters of diamond drilling in 26 drillholes and 88.3‐line km of 3D Induced Polarization (IP) (SJ Geophysics 2020), and 385‐line km of drone‐based mag surveys (Nuutinen 2020) on the LK project. On November 10th 2020, the Company announced a 17,500 meter Phase II drill program on the LK Project beginning on November 13th. Previous exploration work has been summarized in Sections 6 History and 10 Drilling of this report.

The Company began the 2020 exploration program in mid January by conducting high resolution 3D IP using SJ Geophysics of Vancouver B.C., Canada on 5 grids, Kaukua South/East, Murtolampi, Haukiaho, Tilsa, and

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Feeder/Haukiaho East. Concurrently, a high resolution (50 m spacing) drone‐based magnetometer survey was carried out over the 5 grids by GRM Geophysical and Rock Mechanical Services of Helsinki, Finland. The Phase I drilling began in late February 2020 but was shut down mid‐March due to COVID‐19 completing only 1,918.3 meters in 12 drillholes. Drilling resumed in August 2020 with another 14 drillholes completed bring phase I to a total of 4,482.25 meters in 26 drillholes by the end of September.

The 2020 3D IP survey was successful. IP had been instrumental in the discovery of the Kaukua deposit in 2008 and has proven effective again in 2020 with the discovery of the Kaukua South mineralization. The disseminated and blebby Cu‐Ni‐PGE mineralization in the marginal phase of the Koillismaa complex form low to moderate chargeability anomalies. Significantly, the Koillismaa complex rocks and the surrounding country rocks are very low in sulphide, hence there is very little background interference with the IP response.

The 2020 drill program was also successful. The Pre‐COVID shut down stage included drilling on the Kaukua deposit, Kaukua South, Haukiaho, and Murtolampi. This resulted in the discovery of the Kaukua South extension with drillhole LK‐20‐006. The second stage of the drill program was successful in extending the Kaukua South mineralization over 3 km and also tested the Murtolampi zone.

Drilling

A partial history of drilling on the project has been summarized in the section "History" and in Section 6 of the Technical Report. Historic drilling on the property summarized in Table 4 below:

Table 4 – Drilling History Summary

Company/Year	Number of Drillholes	Permit Group	Number of Meters Drilled
Outokumpu/1963-1966	36	Haukiaho	6,327.85
University ofOulu/1973	2	Lipeavaara	83.10
GTK/1997-1999 and2004-2005	46	Jaukiaho	6,206.01
GTK/1999 and2004	16	Kaukua	1,951.75
NAN/2001	7	Kaukiaho	893.60
Nortec/2007-2009	50	Kaukua	10,292.80
Finore/2011-2012	25	Haukiaho	4,668.80
Finore/2012	23	Kaukua	6,116.20
PalladiumOne/2020	26	Kaukua,Haukiaho	4,482.25
Total	238		42,021.65

2020 Palladium Drill Program

The Company commenced its Phase I drilling began in late February 2020 completing only 1,909.6 m in 12 drillholes before being shut down mid‐March due to COVID‐19. Drilling resumed in August 2020 with another 14 drillholes completed bringing Phase I to a total of 4,482.25 meters in 26 drillholes by the end of September. Drillhole collar coordinates have been provided in Table 5 (below). On November 10th 2020, the Company announced a Phase II 17,500 m drill program.

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Table 5 – 2020 Drilling Summary (Phase I)

Zone	Hole	Easting (UTM WGS84 z35)	Northing (UTM WGS 84 z35)	Numbers of Meters Drilled	Azimuth	Dip
Kaukua Deposit LK20_001 LK20_002 LK20_003 LK20_004 LK20_005		553402.7 553510.5 553609.1 553556.8 553458.2 7314491 7314504 7314494 7314500 7314502 91.2 94.2 91.8 86.65 88.1 356.9 355.5 357.3 396.9 357.5 -54.7 -55.3 -55.5 -54.6 -54.5
Kaukua South LK20_006		553978 7313707 271.82 357.6 -79.9
Kaukua Deposit LK20_007		553112.4 7314239 305.75 1.5 -59.2
Haukiaho LK20_008 LK20_009		547040.7 546960 7304055 7304142 117.4 229.8 193 198.2 -44.1 -80.1
LK20_010		546935 7304215 222.65 196.8 -55.5
Murtolampi LK20_011 LK20_012		555103 555103 7316463 7313720 43 275.9 292 303.8 -45 -44.8
Kaukua South LK20_013 LK20_014 LK20_0150 LK20_016 LK20_017 LK20_0180 LK20_019 LK20_020 LK20_021 LK20_022 LK20_023		553978 554076.469 554354 554647 556206.91 556207 55647 55834 556834 556207 554354 7313720 7313728.696 7313663 7313760 7313515 7313515 7313760 7313447 7313447 7313465 7313700 193.9 221.5 302.2 155.4 194.2 109 60.45 173.5 148.7 278.3 196.6 1.3 1.8 357.8 357 356.9 356.9 358.5 358.1 358.1 356.9 357.6 -50.39 -79.56 -81.14 -81.11 -80.51 -43.13 -45.4 -68.97 -46.67 -80.79 -45.84
Murtolampi LK20_024 LK20_25 LK20_026		554621 554981.0435 55570 7316126 7316564.173 7316425 229.7 167.2 133.3 318.2 308.2 307.7 -75 -65.84 -44.88
Total		4,482.25

The Phase I drill program tested 4 different zones including the Kaukua deposit (6 drillholes), Kaukua South (12 drillholes), Murtolampi (5 drillholes), and Haukiaho (3 drillholes). By far the most significant result from the drill program was the discovery of the Kaukua South extension with drillhole LK20‐006 returning 166.7 m @ 1.16 g/t Pd_Eq, including 63.4 m @ 1.88 g/t Pd_Eq. This drillhole confirmed that the Kaukua South extension IP chargeability anomaly was due to Cu‐Ni‐PGE sulphide mineralization. Follow up drilling in the summer of 2020 tested 3 km of the Kaukua South extension IP anomaly with every drillhole intersecting Cu‐Ni‐PGE mineralization. Intercepts included drillhole LK20‐016 returning 62.7 m @ 3.52 g/t Pd_Eq, including 18.5 m @ 4.58 g/t Pd_Eq. The Kaukua South Zone

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has now been defined over 4 km strike length and is interpreted to be the faulted eastern extension of the Kaukua deposit.

Significant results were also returned at Murtolampi with drillhole LK20‐026 intersecting 79 m @ 2.0 g/t Pd_Eq, including 13 m at 3.4 g/t Pd_Eq, effectively defining mineralization over 600 m of strike. These results were significantly wider and higher grade than the shallow historic GTK drilling and indicates that Murtolampi could prove to be a valuable satellite deposit if follow‐up drilling returns similar results.

A total of 6 drillholes targeted the Kaukua deposit, with 5 shallow drillholes in the NE of the deposit completed with the intent of increasing the confidence in the current inferred resources in this area and to better define near surface mineralization for a future bulk sample. These drillholes returned grades and widths in line with the block model grades with LK20‐001 returning the best intersection of 32.6 m @ 2.86 g/t Pd_Eq, from 33 m down hole. A deeper drillhole, LK20‐007 was drilled testing the base of the Kaukua resource. This drillhole confirmed a higher‐grade SW plunging shoot within the Kaukua deposit, returning 41.6 m grading 2.16 g/t Pd_Eq.

Finally, 3 drillholes were completed on the historic Haukiaho deposit. The Company originally intended to drill the bulk of the Phase I program at Haukiaho with the goal of up grading the historic resource to 43‐101 standards, however the discovery of Kaukua South caused a re‐allocation of the program resources. The Haukiaho drilling was primarily infill in nature and focused on infilling a 200 m gap in the historic drilling near the centre of the deposit. Drillhole LK20‐010 returned the best result of 83.3 m @ 1.27 g/t Pd_Eq, including 34.2 m @ 2.09 g/t Pd_Eq. Table 10-3 of the Technical Report provide detailed information of the significant drillhole intercepts from the 2020 drilling program.

Sampling, Analysis and Data Verification

Drill is collected from the drill site by the Company contract personnel and transported to the Company's secure core handling facility in Taivalkoski. Drill core is logged using Geotic Software and photos are taken of all core. Drill core samples were sawed in half with half retained in the core box and stored indoors at a facility in Taivalkoski. The samples were individual bagged and placed in a large wood box on a pallet and saran wrapped for shipping. The samples were transported by courier from the Company's core handling facility in Taivalkoski, to ALS Global (" ALS ") laboratory in Outokumpu, Finland.

ALS is an accredited lab and are ISO compliant (ISO 9001:2008, ISO/IEC 17025:2005). PGE analysis was performed using a 30 gram fire assay with an ICP‐AES finish. Multi‐element analyses, including copper and nickel were completed by four acid digestion using 0.25 grams with an ICP‐AES finish. Certified standards, blanks and crushed duplicates are placed in the sample stream at a rate of one QA/QC sample per 10 core samples. Results are analyzed for acceptance at the time of import into the Geotic database.

Blank material used is "Sauna Rock" which is commercially widely available, it consists of medium grained unaltered diabase, and was also historically used by Nortec and Finore in their drill programs.

Standards used in the Phase I drill program were sourced from CDN Resources Laboratories Ltd. of Langley B.C., Canada.

Assay results of the used Standards of the Phase I Drill Program show systematically higher values than provided by the CDN Resource Laboratories Ltd. and occasionally exceed two standard deviation but fall within three standard deviations. As for assessing Exploration Target Potential the observed deviation can, however, be regarded immaterial.

Data Verification

The Company provided original laboratory assay certificates for all of the samples analysed as part of the Phase I 2020 drilling program. These have been provided as both comma delimited text files and as pdf's and included the results of the Standards, blanks and crush duplicate samples as well as primary assays. Approximately 30% of the assay and QAQC data contained within the drillhole database for this Phase I drilling have been verified against the source data files with no discrepancies identified.

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The Company provided original laboratory assay certificates on analyses of the 2011‐2012 drilling used for the Mineral Resource estimate. Assay data provided also included results of blanks, standards and inter‐laboratory check assays. Original certificates in pdf format have been read by Camelot software and converted into a format enabling a cross check between the Resource estimate table and assay certificate by Python software. This verification covered 100% of samples but has only been undertaken on the Kaukua 2012 drilling.

The assay database of Nortec drilling (2007‐2009) has been in the custody of Markku Iljina (Ph.D., EurGeol) since 2009 and similar validation processes to the one outlined above have been applied to these data.

In addition, Markku Iljina (Ph.D., EurGeol) has visited the project several times in 2020 where he has assisted in the execution of the Company's I drill program. In 2019, during the preparation of the 2019 Technical Report he visited the project site four times. These visits took place on April 24th, May 3rd ‐ 6th, June 6th, and July 22nd ‐ 26th of 2019. During these visits he:

• Visited target areas of Haukiaho and Kaukua together with Neil Pettigrew, a Director of the issuer and checked property geology and drilling sites

• Visited core logging/office and core storage facilities and supervised ¼ splitting of 105 drill core samples (done by Markku Iljina GeoConsulting Oy) for check analyses

• Discussed with the local technicians who participated in the drilling programs between 2007 and 2012

• Met the mayor of the municipality of Posio and the neighbouring Taivalkoski

• Checked the registry of the region for development plans

• Was provided with two project computers containing project data

Iljina has also participated in exploration programs on the issuer's properties in the past as an employee of Outokumpu and GTK in 1981-1989 and 1996-2010, respectively. He also authored Technical NI 43-101 Reports for issuer's properties on behalf of Nortec in 2011 and Finore 2012, respectively. He also visited the Haukiaho site during the winter drilling in 2011.

No deviations have been detected in the assay database cross‐checks mentioned above. Site visits have verified the exploration work and the available data, and all those are in line with exploration and research experience accumulated in the course of authors past works at Koillismaa. However, the Second author advised the issuer on the need for higher precision collar survey of 2011 and 2012 drill collars, better organised data storage and backup scheme, and more secured core storage. Nevertheless, these issues are not material for the purpose of this report.

It is concluded by Mining Plus that the exploration and assay data can be used for the Mineral Resource estimate.

Mineral Processing and Metallurgical Testing

Haukiaho

North Atlantic Natural Resources (NAN) carried out the earliest metallurgical work on the Haukiaho area mineralization in 2001. NAN collected 120 kg of material from mineralized boulders in the Haukiaho area, with a representative 50 kg sample crushed and shipped to Lakefield Research in Ontario, Canada for bench scale studies involving grinding tests and production of a bulk sulphide concentrate. The composite yielded a head grade of 0.37% Cu, 0.25% Ni, 0.23g/t Pt, 0.57g/t Pt and 0.31g/t Au. Five rougher and two cleaner tests were performed. The most successful floatation test resulted in recoveries of 89% Cu, 64% Ni, approximately 80% for both Pt and Pd, and 65% Au resulting in a concentrate grading 9.7% Cu, 5.0% Ni, 5.6g/t Pt, 14.7g/t Pd, and 5.5g/t Au.

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Kaukua

Nortec Minerals Corp performed limited mineral processing and metallurgical tests in 2009 and 2010 on drill core from the Kaukua deposit.

SGS Metallurgical Laboratory in Vancouver received two shipments totalling 161 samples of drill core from the project (SGS Canada Inc., 2010) collected by Nortec Minerals in Finland. The first shipment contained various different lithological units, and a single rougher floatation test was performed on each lithology. These individual lithological units were then used to prepare a Master Composite consisting of 20% mixed basement, 60% pyroxenite, 5% gabbronorite, and 15% peridotite, which roughly represents the abundance of the various mineralized lithological units in the Kaukua resource. The Master Composite was then used in 10 different optimization floatation tests, as well as separately to test comminution and variability, and the viability of creating a separate Ni and Cu concentrate. The second shipment was used to create another Master Composite for Platsol™ metallurgical testing.

Physical testing used to predict the grindability of the various rock units and the power used developed a SAG Power Index (SPI) and Bond BWI for the gabbronorite, peridotite, pyroxenite, and mixed basement composites. These tests showed some variability and more grinding tests are recommended before final design of a mill is undertaken.

Batch rougher flotation test work focused on improving copper and nickel performance and investigated the primary grind size and the effect of various reagents. Testing indicates a primary grind size of 80% passing 80 microns and the recommended reagents, SIPX and Danafloat 245 (Dithiophosphate), are adequate for optimum rougher flotation recovery. A total of eight Rougher floatation tests were performed, the average of which resulted in a recovery of 95% Cu, 55.8% Ni, 72.5% Pt, 86.3% Pd, and 84.7% Au.

Ten additional optimization tests were undertaken which identified that the regrind was found to not be beneficial in improving the grades and that Guar gum addition was shown to improve the concentrate grade by suppressing non sulphide gangue flotation. An additional single test (KF19) was undertaken to produce separate copper and nickel concentrates, however the grade of the nickel concentrate was not sufficiently high to warrant further work.

Optimization tests showed that the Master Composite could generate a final concentrate> 15% Cu+Ni along with keeping MgO at or below 4% (tests KF17 and 18). Optimization test KF17 resulted in a final concentrate grade of 11.4% Cu, 4.5% Ni, 8.99 g/t Pt, 48.20 g/t Pd, 5.12 g/t Au, and 3.6% MgO, with final recoveries of 89.0% Cu, 39.9% Ni, 43.3%Pt, 65.7% Pd, and 75.0% Au (KF17).

While the 2010 SGS test results showed that a saleable concentrate could be produced, PGE recovery did suffer some losses in achieving these higher‐grade, low MgO concentrates. As such, Nortec undertook Platsol™ testing on a second Master Composite sample. Platsol™ testing on the bulk concentrate was tested to extract the metals.

Platsol™ is a single step, pressure leaching process to recover platinum group metals (PGMs), gold and base metals such as Cu, Ni and Co from a variety of high and low grade ores. Initial Platsol™ testing on a bulk concentrate from the Kaukua deposit assaying 7.8% Cu, 3.9% Ni, 0.15% Co, 3.3 g/t Au, 6.1 g/t Pt and 22.8 g/t Pd produced extraction efficiencies of 99.8%, 98.8%, 95.8%, 98.6%, 90%, and 98% respectively under typical Platsol™ conditions: 225°C, 120 minutes retention time, 10 g/l NaCl, and 100 psi oxygen overpressure. Platsol™ is therefore a processing option to optimize overall recoveries.

Mineral Resource Estimate

A Mineral Resource Estimate (MRE) has been completed for Pd, Pt, Au, Cu and Ni for the Kaukua deposit, using Leapfrog EDGE version 4.5 modelling software. The drillhole database for the Kaukua deposit comprises 83 drillholes with collar coordinates, downhole surveys, lithology and assays. The coordinate system for the drillhole collars is the old Finnish KKJ Zone 3 (ESPG 2393) coordinate system. A total of 6,449 samples have been loaded into Leapfrog Geo v4.5 software, where a high‐level validation has been completed.

An updated structural and lithological interpretation of the Kaukua deposit has been 3D modelled using Leapfrog Geo software version 4.5. The major controlling structures have been used to split the deposit into four zones, with

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subsidiary faults, major stratigraphic units, diabase dykes and the overburden modelled within these four zones. Thetopographic surface has been generated using the drillhole collar coordinate data. The structural and lithological units have been used as the primary control on the modelling of the mineralization domains for Pd, Pt, Au, Cu and Ni. The mineralization has been modelled using the Indicator approach in Leapfrog Geo within the geological constraints as determined. For all elements, an encompassing low‐grade halo has also been modelled.

All samples within the mineralized domains have been flagged with unique geological and estimation domain codes with a composite length of 2 m applied to these raw samples prior to grade capping, continuity modelling and grade estimation.

The grade distribution of the composites within each mineralized domain has been analysed to ensure that they are indicative of a single population with no need for additional domaining. In addition, they have also been assessed as to whether the population is affected by extreme grades which could influence the estimation of grade inside the block model. No grade capping has been applied prior to continuity modelling and grade estimation.

Continuity analysis (variography) has been completed on the composited samples within the various mineralization domains using spherical variogram models. Experimental semi‐variograms have been generated for each element with the direction of maximum continuity recorded in three directions and then checked against the mineralization domain to ensure geological consistency.

A block model has been constructed in LeapFrog EDGE software using a 15 m (X) by 5 m (Y) by 5 m (Z) block size. No sub‐celling or rotation of the block model has been undertaken. The block model has been coded by the lithology and mineralization domains for each element. The estimation of Pd, Pt, Au, Cu and Ni grades have been undertaken using Ordinary Kriging interpolation into blocks using three interpolation passes, with the mineralization wireframes used as hard‐boundaries during the estimation. Each subsequent interpolation pass has used an increased search ellipse size and a decrease in the minimum number of samples required.

Final grade estimates for Pd, Pt, Au, Cu and Ni have been validated by statistical analysis and visual comparison to the input drillhole composite data. The estimated Pd, Pt, Au, Cu and Ni grades validate within acceptable limits to the input composite grades. Therefore, the block model is considered a true and accurate representation of the input grades at a global scale.

The Mineral Resource Estimate for the Kaukua has been classified according to the National Instrument and CIM definitions for Indicated and Inferred Resources. No Measured Resources have been assigned within the deposit. The Mineral Resource classification has been based on a combination of the drilling density, confidence in the geological interpretation, continuity of the grade within the geological units, variogram model ranges, statistics of the data population and rock bulk density.

The Mineral Resource has been reported inside an optimized pit shell at a cut‐off of 0.3 g/t Pd for the open pit resource, with the results detailed in Table 6.

Table 6 – Pit Constrained Mineral resource for Kaukua Deposit

Mineral Resource Estimate for the Kaukua Deposit – September 2019 reported at cut-off	Mineral Resource Estimate for the Kaukua Deposit – September 2019 reported at cut-off	Mineral Resource Estimate for the Kaukua Deposit – September 2019 reported at cut-off	Mineral Resource Estimate for the Kaukua Deposit – September 2019 reported at cut-off	Mineral Resource Estimate for the Kaukua Deposit – September 2019 reported at cut-off	Mineral Resource Estimate for the Kaukua Deposit – September 2019 reported at cut-off	Mineral Resource Estimate for the Kaukua Deposit – September 2019 reported at cut-off	Mineral Resource Estimate for the Kaukua Deposit – September 2019 reported at cut-off	a 0.3 g/t Pd	a 0.3 g/t Pd
Classification	Tonnes (kt)	Pd g/t	Pt g/t	Au g/t	PGE (Pd+Pt+Au)	Ni%	Cu%	PD_Eq5
								g/t	Oz
Indicated	10,985	0.81	0.27	0.09	1.17	0.09	0.15	1.80	635,600
Inferred	10,875	0.64	0.20	0.08	0.92	0.08	0.13	1.50	525,800
1. CIM definitions have been followed for the Mineral Resources.

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• Bulk densities of 2.9 t/m[3] have been assigned for all lithologies within the block model except the overburden which was a bulk density of 2.1 t/m[3] assigned.

• The optimization has used metal prices (in USD) of $1,100/oz for Pd, $950/oz for Pt, $1,300/oz for Au, $6,614/t for Cu and $15,432/t for Ni.

• Mining dilution and recovery factors have been assumed at 5% and 95% respectively. 5. Pd_Eq is the weighted sum of the Pd, Pt, Au, Ni and Cu grades based on the commodity price as outlined. 6. Errors may occur due to rounding to appropriate significant figures.

Table 7 – Whittle Open Pit Optimization Parameters for Reporting the Mineral resource

Whittle Optimization Parameters	Value
MiningRecovery	95%
MiningDilution	5%
Pd price $/oz	$1,100
Pt price $/oz	$950
Au price $/oz	$1,300
Cu price $/t	$6,614
Niprice $/t	15,432
Currency	USD
Royalties	1% NSR
Processing cost (incl. G&A)	$9.75
Mining cost	$2.20/t
Cut-offgradPd	0.3
OverallWall Angle	54.96

The optimized pit tonnage is 87,291,075 tonnes (assuming 2.1 t/m3 for bulk density of the overburden) which generated a conceptual waste tonnage of 65,431,683 tonnes for a stripping ratio of 3:1.

This is an early stage project and therefore no detailed mining economics have been completed. Mineral Reserves cannot be defined until a positive economic evaluation is defined at the Prefeasibility or Feasibility level. There are no Mineral Reserve Estimates stated for this Project.

Recommendations

Recommendations for future exploration and advancing the Kaukua deposit include:

• Undertaking infill drilling of the Central and Main Zones to better define the higher‐grade mineralization and better constrain the cross‐cutting faults,

• Test the up‐dip extensions of the deposit to determine the existence and depth of the overburden covering the mineralization,

• Undertake additional drill testing of the Southern and Eastern Zone to better define the geometry and grade of the mineralization identified to date,

• During the infill drilling, complete twining of at least three historical drillholes to ensure that these assays are representative,

• Continue to test and update the detailed structural interpretation of the faults, dykes to identify potential extensions of mineralization,

• Collect additional bulk density data within each lithological unit and mineralized zone,

• Include core recovery in the database,

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• Undertake geotechnical drilling in the footwall and hangingwall lithologies to identify rock mass characteristics as the project advances,

• Undertake further metallurgical studies,

• Undertake infill drilling in the Kaukua South Zone in order to define additional resources in the greater Kaukua Area,

• Convert the Kaukuanjarvi reservation to Exploration Permit and cover the interpreted prospective marginal series with high resolution drone Mag and IP surveys followed by drill testing to extend the Kaukua South zone further to the east,

• Conduct IP surveys followed by drill testing to the west of the current extent of the Kaukua South IP chargeability anomaly to find its western limit.

A preliminary budget for future exploration is as follows:

Item	Description	Amount
Induced Polarization Survey	50km at $6,000/km	$300,000
Drone based MagSurvey	300km at $10/km	$30,000
Diamond Drilling	17,500km at $300/m	$5,250,000
Metallurgical Studies		$75,000
G&A		$300,000
Resource Updating& Reporting		$100,000
Total		$6,055,000

CAUTIONARY NOTE REGARDING MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

Unless otherwise indicated, all mineral reserve and mineral resource estimates included in this Prospectus and the documents incorporated by reference herein have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (" NI 43-101 ") and the Canadian Institute of Mining, Metallurgy and Petroleum (the " CIM ") – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the " CIM Standards "). NI 43-101 is a rule developed by the Canadian Securities Administrators, which established standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. The terms "mineral reserve", "proven mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101 and the CIM Standards. In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are defined in accordance with NI 43-101 and the CIM Standards. Investors are cautioned not to assume that all or any part of mineral deposits in these categories will ever be converted into mineral reserves. "Inferred mineral resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre–feasibility studies, except in very limited circumstances. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

The mineral resource and mineral reserve figures referred to in this Prospectus and the documents incorporated therein by reference are estimates and no assurances can be given that the indicated levels of PGE, copper and nickel will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral resource and mineral reserve estimates are imprecise and depend, to a

• 24 -

certain extent, upon statistical inferences which may ultimately prove unreliable. Any inaccuracy or future reduction in such estimates could have a material adverse impact on the Company.

DESCRIPTION OF THE SECURITIES BEING DISTRIBUTED

Common Shares

The Company's authorized share structure consists of an unlimited number of Common Shares. As at the date prior to the filing of this Prospectus, 181,493,963 Common Shares are issued and outstanding, 8,737,500 Common Shares are issuable upon exercise of outstanding options, and 10,770,889 Common Shares are issuable upon the exercise of outstanding common share purchase warrants.

The holders of Common Shares are entitled to one vote for each Common Share on all matters to be voted on by the shareholders. Each Share is equal to every other Common Share and all Common Shares participate equally on liquidation, dissolution or winding up of our Company, whether voluntary or involuntary, or any other distribution of our assets among our shareholders for the purpose of winding up our affairs after the Company has paid out its liabilities. The shareholders are entitled to receive pro rata such dividends as may be declared by the board of directors out of funds legally available for such purpose and to receive pro rata the remaining property of the Company upon dissolution. No Common Shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights, and no provisions for redemption, retraction, purchase or cancellation, surrender, sinking fund or purchase fund. Provisions as to the creation, modification, amendment or variation of such rights or such provisions are contained in the Business Corporations Act (British Columbia) and the articles of the Company.

The Company has neither declared nor paid dividends on its Common Shares. The Company has no present intention of paying dividends on its Common Shares, as it anticipates that all available funds will be invested to finance the growth of its business.

Warrants

Except under certain circumstances, the Warrants (and the FT Warrants) will be issued in registered form under and be governed by the terms of the Warrant Indenture. The Company will appoint the principal transfer offices of the Warrant Agent in Vancouver, British Columbia as the location at which Warrants may be surrendered for exercise or transfer. The following description is subject to the detailed provisions of the Warrant Indenture. Reference should be made to the Warrant Indenture for the full text of attributes of the Warrants.

The Unit Shares and the Warrants will immediately separate following the closing of the Offering. Each whole Warrant will entitle the holder to acquire one Warrant Share at an exercise price of $0.45 until the Warrant Expiry Date, subject to adjustment in certain events, after which time the Warrant will be void and of no value.

The Warrant Indenture will provide that the share ratio and exercise price of the Warrants will be subject to adjustment in the event of a subdivision or consolidation of the Common Shares. The Warrant Indenture will also provide that if there is (a) a reclassification or change of the Common Shares, (b) any consolidation, amalgamation, arrangement or other business combination of the Company resulting in any reclassification, or change of the Common Shares into other shares, or (c) any sale, lease, exchange or transfer of the Company's assets as an entity or substantially as an entirety to another entity, then each holder of a Warrant which is thereafter exercised shall receive, in lieu of Common Shares, the kind and number or amount of other securities or property which such holder would have been entitled to receive as a result of such event if such holder had exercised the Warrants prior to the event.

No adjustment in the exercise price or the number of Warrant Shares purchasable upon the exercise of the Warrants will be required to be made unless such adjustment would result in a change to the exercise price of at least $0.0001 or the number of Warrant Shares purchasable upon exercise by at least one one-hundredth of a Warrant Share.

The Warrant Indenture will also provide that, during the period in which the Warrants are exercisable, it will give notice to holders of Warrants of certain stated events, including events that would result in an adjustment to the

• 25 -

exercise price for the Warrants or the number of Warrant Shares issuable upon exercise of the Warrants, at least 14 days prior to the record date or effective date, as the case may be, of such events.

From time to time, the Company and the Warrant Agent, without the consent of the holders of Warrants, may amend or supplement the Warrant Indenture for certain purposes, including curing defects or inconsistencies or making any change that does not adversely affect the rights of any holder of Warrants. Any amendment or supplement to the Warrant Indenture that adversely affects the interests of the holders of the Warrants may only be made by "extraordinary resolution", which will be defined in the Warrant Indenture as a resolution either (a) passed at a meeting of the holders of Warrants at which there are holders of Warrants present in person or represented by proxy representing at least 25% of the aggregate number of the then outstanding Warrants and passed by the affirmative vote of holders of Warrants representing not less than 66[2/3] % of the aggregate number of all the then outstanding Warrants represented at the meeting and voted on the poll upon such resolution, or (b) adopted by an instrument in writing signed by the holders of not less than 66[2/3] % of the aggregate number of all then outstanding Warrants.

There will be no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased in the Offering. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices and the liquidity of the Warrants. See " Risk Factors ".

No fractional Warrant Shares will be issuable upon the exercise of any Warrants, and no cash or other consideration will be paid in lieu of fractional shares. Holders of Warrants will not have any voting or pre-emptive rights or any other rights which a holder of Common Shares would have.

The Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws. The Warrants may not be exercised in the United States or by, or on behalf or for the benefit of, a person in the United States or a U.S. Person, unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares to such Holder and such Holder has furnished an opinion of counsel of recognized standing or such other evidence in form and substance reasonably satisfactory to the Company to such effect; provided, however, that a U.S. Accredited Investor (as defined herein) that purchased Warrants in the Offering for its own account, or for the account of another U.S. Accredited Investor for which it exercised sole investment discretion with respect to such original purchase (an " Original Beneficial Purchaser "), will not be required to deliver an opinion of counsel or such other evidence if it exercises those Warrants for its own account or for the account of the Original Beneficial Purchaser, if any, if each of it and such Original Beneficial Purchaser, if any, was a U.S Accredited Investor, as applicable, at the time of its purchase and exercise of such Warrants.

The Company has not applied and does not intend to apply to list the Warrants on any securities exchange. There will be no market through which the Warrants may be sold and purchasers may not be able to resell the Warrants purchased in the Offering. This may affect the pricing of the Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the Warrants, and the extent of issuer regulation.

CONSOLIDATED CAPITALIZATION

The following table sets forth the capitalization of the Company as at the dates indicated, adjusted to give effect to the material changes in the share capital of the Company since September 30, 2020. The table should be read in conjunction with the Interim Financial Statements and the Interim MD&A incorporated by reference in this Prospectus.

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Security Shareholder Capital Common Shares(1) Options(1) Warrants(1) Broker Warrants Private Placement Broker Warrants Current Liabilities(5)	Outstanding as at September 30, 2020(1) $2,229,396 126,136,599 8,737,500 67,583,248 − − $772,910	Outstanding pro forma as at September 30, 2020, after giving effect to the Offering but before giving effect to the Concurrent Private Placement(1)(2) $13,665,596 169,236,599 8,737,500 89,133,248 2,586,000 − $772,910	Outstanding pro forma as at September 30, 2020, after giving effect to the Concurrent Private Placement but before giving effect to the Offering(1)(3)(4) $4,551,149 132,636,599 8,737,500 70,833,248 − 390,000 $1,397,910	Outstanding pro forma as at September 30, 2020, after giving effect to the Offering and Concurrent Private Placement(1)(2)(3)
				$15,987,349 175,736,599 8,737,500 92,383,248 2,586,000 390,000 $1,397,910

Notes:

• (1) As at September 30, 2020, the Company had 8,737,500 stock options and 67,583,248 Common Share purchase warrants that could result in the issuance of up to 8,737,500 and 67,583,248 additional Common Shares, respectively. The authorized capital of the Company is an unlimited number of Common Shares.

• (2) After giving effect to the Offering of 43,100,000 Unit Shares but prior to the issuance of Warrant Shares issuable upon the exercise of Warrants. Pursuant to the Offering, 21,550,000 Warrants will be outstanding exercisable at a price of $0.45 per Warrant Share for a period of 24 months from the Closing Date, which could result in the issuance of up to 21,550,000 Warrant Shares. See " Plan of Distribution ".

• (3) After giving effect to the Concurrent Private Placement of 1,500,000 FT Shares and 5,000,000 Charity FT Shares but prior to the issuance of Warrant Shares issuable upon the exercise of FT Warrants. Pursuant to the Concurrent Private Placement, 3,250,000 FT Warrants will be outstanding exercisable at a price of $0.45 per Warrant Share for a period of 24 months from the Closing Date, which could result in the issuance of up to exercisable for 3,250,000 Warrant Shares. See " Plan of Distribution ".

• (4) Assuming 390,000 Private Placement Broker Warrants are issued in connection with the Concurrent Private Placement.

• (5) Figures provided for current liabilities exclude the premiums associated with the FT Units and Charity FT Units to be issued pursuant to the Concurrent Private Placement.

Since September 30, 2020, there had been a material number of warrants exercised. The following table sets forth the capitalization of the Company as at the dates indicated, adjusted for the material change subsequent to September 30, 2020.

Security Common Shares(1) Options(1) Warrants(1) Broker Warrants Private Placement Broker Warrants	Outstanding as at December 31, 2020(1) 179,392,852 8,737,500 12,872,000 − −	Outstanding pro forma as at December 31, 2020, after giving effect to the Offering but before giving effect to the Concurrent Private Placement(1)(2) 222,492,852 8,737,500 34,422,000 2,586,000 −	Outstanding pro forma as at December 31, 2020, after giving effect to the Concurrent Private Placement but before giving effect to the Offering(1)(3)(4) 185,892,852 8,737,500 16,122,000 − 390,000	Outstanding pro forma as at December 31, 2020, after giving effect to the Offering and Concurrent Private Placement (1)(2)(3)
				228,992,852 8,737,500 37,672,000 2,586,000 390,000

Notes:

• 27 -

• (1) As at December 31, 2020, the Company had 8,737,500 stock options and 12,872,000 Common Share purchase warrants that could result in the issuance of up to 8,737,500 and 12,872,000 additional Common Shares, respectively. The authorized capital of the Company is an unlimited number of Common Shares.

• (2) After giving effect to the Offering of 43,100,000 Unit Shares but prior to the issuance of Warrant Shares issuable upon the exercise of Warrants. Pursuant to the Offering, 21,550,000 Warrants will be outstanding exercisable at a price of $0.45 per Warrant Share for a period of 24 months from the Closing Date, which could result in the issuance of up to 21,500,000 Warrant Shares. See " Plan of Distribution ".

• (3) After giving effect to the Concurrent Private Placement of 1,500,000 FT Shares and 5,000,000 Charity FT Shares but prior to the issuance of Warrant Shares issuable upon the exercise of FT Warrants. Pursuant to the Concurrent Private Placement, 3,250,000 FT Warrants will be outstanding exercisable at a price of $0.45 per Warrant Share for a period of 24 months from the Closing Date, which could result in the issuance of up to exercisable for 3,250,000 Warrant Shares. See " Plan of Distribution ".

• (4) Assuming 390,000 Private Placement Broker Warrants are issued in connection with the Concurrent Private Placement.

USE OF PROCEEDS

The estimated net proceeds received by the Company from the Offering will be $11,749,060 (determined after deducting the Underwriters' Commission of $749,940 but before deducting expenses related to the Offering).

Proceeds		Amount $12,499,000 $(749,940)
Offering _Less_Underwriters' Commission Net Proceeds
		$11,749,060

The Company currently intends to use the net proceeds for exploration of the LK Project and general corporate and working capital purposes. The details of the proposed use of funds are as follows:

Activity or Nature of Expenditure		Approximate Use of Net Proceeds $7,749,060 $1,500,000 $500,000 $250,000 $250,000 $150,000 $100,000 $1,250,000
Diamond Drilling Airborne and Ground Geophysics Contingency Geological Mapping Prospecting and Soil Sampling Core Logging & Core Storage Facilities Geological Modeling and Resource Update Metallurgical Studies Corporate and general and administrative expenses Total
		$11,749,060

Neil Pettigrew, M.Sc., P. Geo., Vice President of Exploration and a director of the Company, a qualified person for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects , has reviewed the contemplated uses of the net proceeds of the Offering, confirmed they are reasonable and recommends the above noted use of proceeds with respect to the LK Project.

Although the Company intends to use the net proceeds from the Offering as set forth above, the actual allocation of the net proceeds may vary from those allocations set out above, depending on future developments in relation to the LK Project or any other properties, or unforeseen events, including those listed under the " Risk Factors" section of this Prospectus and the AIF. Potential investors are cautioned that, notwithstanding the Company's current intentions regarding the use of the net proceeds of the Offering, there may be circumstances where a reallocation of the net proceeds may be advisable for reasons that management believes, in its discretion, are in the Company's best interests. In response to the COVID-19 pandemic, exploration in Finland and Canada may be impacted by government restrictions on the Company's operations. Potential stoppages on exploration activities could result in additional costs, project delays, cost overruns, and operational restart costs. The total amount of funds that the Company needs to carry out its proposed operations may increase from these and other consequences of the COVID-19 pandemic.

An amount equal to the gross proceeds of the Concurrent Private Placement will be used to incur, on the Company's directly or indirectly held properties in Ontario (including the KS Project, Tyko Project and the Disraeli Project), Canadian exploration expenses that will qualify as "flow-through mining expenditures", as defined in subsection 127(9) of the Tax Act and that will also qualify as "eligible Ontario exploration expenditures" within the meaning of

• 28 -

subsection 103(4) of the Taxation Act, 2007 (Ontario) (collectively, the " Qualifying Expenditures "). The Qualifying Expenditures will be incurred on or before December 31, 2022 and will be renounced by the Company to the subscribers under the Concurrent Private Placement with an effective date no later than December 31, 2021 to the initial purchasers of the FT Units and Charity FT Units in an aggregate amount not less than the gross proceeds raised from the Concurrent Private Placement. In the event that the Company is unable to the gross proceeds of the Concurrent Private Placement on or prior to December 31, 2021 for each FT Unit and Charity FT Unit purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will, as sole recourse for such failure to renounce, indemnify each FT Unit and Charity FT Unit subscriber for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.

The Company has not had any significant revenue-generating operations in its history and therefore has had negative operating cash flow since inception. To the extent that the Company has negative operating cash flows in future periods, the Company may need to allocate a portion of its existing working capital to fund such negative cash flow.

Business Objectives and Milestones

Using the net proceeds from the Offering, the Company intends to continue focusing exploring the LK Project, as outlined above under the section "Use of Proceeds" as well as to finance corporate, general and administrative expenses. As at the date of this Prospectus, the Company owns four projects: LK Project, KS Project, Disraeli Project and Tyko Project. The Company has targeted the exploration and development of the LK Project and KS Project as the next significant milestones for the Company. In order to further explore the LK Project, the Company has identified some near term objectives and targets completion of such activities over the next 12-18 months, including but not limited to completion of the Phase II resource definition, 17,500 meter diamond drilling program at the Kaukua South zone of the LK Project.

PRIOR SALES

The following table summarizes the issuances by the Company of Common Shares within the 12 months prior to the date of this Prospectus:

Date of Issuance January 16, 2020 May 20, 2020 May 20, 2020 May 26, 2020 January 1, 2020 to January 25, 2021 January 1, 2020 to January 25, 2021 January 1, 2020 to January 25, 2021 January 1, 2020 to January 25, 2021 January 1, 2020 to January 25, 2021 January 1, 2020 to January 25, 2021	Number of Common Shares 375,000 2,700,000 7,855,000 5,888,000 75,000 31,345,004 13,360,000 161,111 14,942,500 500,000	Price $0.195 $0.13(1) $0.09(1) $0.13(1) $0.08 $0.10 $0.12 $0.13 $0.15 $0.20	Reasons for Issuance
			Buy back of royalty Issuance of Flow-Through Units Issuance of Flow-Through Units Issuance of Flow-Through Units Options exercised Warrants exercised Warrants exercised Warrants exercised Warrants exercised Warrants exercised

Notes:

(1) Prices provided are the price of the flow-through units.

• 29 -

The following table summarizes the issuances by the Company of warrants within the 12 months prior to the date of this Prospectus:

Date of Issuance May 20, 2020 May 20, 2020 May 26, 2020	Number of Warrants 1,350,000 3,927,500 2,944,000	Price $0.13(1) $0.09(1) $0.13(1)	Reasons for Issuance
			Issuance of Flow-Through Units Issuance of Flow-Through Units Issuance of Flow-Through Units

Notes:

(1) Prices provided are the price of the flow-through units.

Other than as otherwise provided herein, there are no stock options and other convertible securities issued by the Company during the 12-month period prior to the date of this Prospectus.

TRADING PRICE AND VOLUME

The outstanding Common Shares are listed and posted for trading on the TSX-V under the symbol "PDM".

The following table sets forth trading information for the Common Shares on the TSX-V for the 12 months preceding the date of this Prospectus.

Month 2020 January February March April May June July August September October November December 2021 January 1-25(1)	High ($) 0.24 0.185 0.14 0.125 0.095 0.095 0.125 0.14 0.15 0.25 0.195 0.285 0.40	Low ($) 0.16 0.13 0.045 0.045 0.08 0.075 0.085 0.1 0.085 0.13 0.105 0.15 0.24	Trading Volume
			23,153,735 9,835,508 17,488,456 23,111,293 8,353,964 6,959,737 10,488,750 5,343,877 16,932,520 62,851,883 16,398,050 27,009,115 28,022,198

Source: Bloomberg (1) Being the last trading day prior to the date of this Prospectus.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date of this Offering, a summary of the principal Canadian federal income tax considerations generally applicable to an investor who acquires a Unit. Each Unit consisting of one Unit Share and one-half of one Warrant, pursuant to the Offering and Warrant Shares upon the exercise of Warrants.

• 30 -

This summary applies only to a holder who is a beneficial owner of Unit Shares or Warrants acquired pursuant to this Offering, and who, for the purposes of the Tax Act, and regulations thereunder (the " Regulations ") and at all relevant times, deals at arm's length with the Company and the Underwriters, is not "affiliated" (within the meaning of the Tax Act) with the Company and the Underwriters and who acquires and holds the Unit Shares and any Warrant Shares acquired on the exercise of Warrants (for the purpose of this section, sometimes collectively referred to as " Shares ") and Warrants as capital property (a " Holder "). Generally, the Shares and Warrants will be considered to be capital property to a Holder thereof provided that the Holder does not use the Shares or Warrants in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder (i) that is a "financial institution" for the purposes of the mark-to-market rules contained in the Tax Act; (ii) that is a "specified financial institution" as defined in the Tax Act; (iii) an interest in which would be a "tax shelter investment" as defined in the Tax Act; (iv) that has made a functional currency reporting election under the Tax Act; (v) that is exempt from tax under the Tax Act; or (vi) that has or will enter into a "derivative forward agreement" or "synthetic disposition arrangement", as those terms are defined in the Tax Act, with respect to the Unit Shares or Warrants. Such Holders should consult their own tax advisors with respect to an investment in Unit Shares and Warrants.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada or a corporation that does not deal at arm's length, for purposes of the Tax Act, with a corporation resident in Canada, and is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of the Units, controlled by a non-resident person, or group of non-resident persons not dealing with each other at arm's length, for purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors with respect to the consequences of acquiring Units.

This summary does not address the deductibility of interest by a Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of the Units.

This summary is based upon the current provisions of the Tax Act and the Regulations, counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the " CRA ") and all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the " Tax Proposals "). This summary assumes that the Tax Proposals will be enacted substantially as proposed; however, no assurance can be given that the Tax Proposals will be enacted as proposed or at all. This summary does not otherwise take into account or anticipate any changes in law or the CRA's administrative policies or assessing practices, whether by legislative, governmental or judicial decision or action, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations.

This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. Accordingly, Holders should consult their own tax advisors with respect to their particular circumstances.

Allocation of Purchase Price of Units

The Offering Price must be allocated on a reasonable basis between the Unit Shares and Warrants to determine the cost of each to the Holder for purposes of the Tax Act. For its purposes, the Company intends to allocate $0.289 of the Offering Price as consideration for the issue of each Unit Share and $0.001 of the Offering Price of each Unit as consideration for the issue of each one half of one Warrant.

Although the Company believes that this allocation is reasonable, it is not binding on the CRA or the Holder, and counsel expresses no opinion with respect to such allocation. The Holder's adjusted cost base of the Unit Share comprising a part of each Unit will be determined by averaging the cost allocated to the Unit Share with the adjusted cost base to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

• 31 -

Exercise of Warrants

The exercise of a Warrant to acquire a Warrant Share will be deemed not to constitute a disposition of property for purposes of the Tax Act. As a result, no gain or loss will be realized by a Holder upon the exercise of a Warrant to acquire a Warrant Share. When a Warrant is exercised, the Holder's cost of the Warrant Share acquired thereby will be equal to the aggregate of the Holder's adjusted cost base of such Warrant and the exercise price paid for the Warrant Share. The Holder's adjusted cost base of the Warrant Share so acquired will be determined by averaging the cost of the Warrant Share with the adjusted cost base to the Holder of all Common Shares owned by the Holder as capital property immediately prior to such acquisition.

Residents of Canada

The following section of this summary is generally applicable to a Holder who, for the purposes of the Tax Act, is or is deemed to be resident in Canada at all relevant times (" Resident Holder "). A Resident Holder whose Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem the Shares, and every other "Canadian security" (as defined in the Tax Act), held by such person, in the taxation year of the election and each subsequent taxation year to be capital property. This election does not apply to Warrants. Resident Holders should consult their own tax advisors regarding this election.

Expiry of Warrants

In the event of the expiry of an unexercised Warrant, a Resident Holder generally will realize a capital loss equal to the Resident Holder's adjusted cost base of such Warrant. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading " Capital Gains and Capital Losses ".

Dividends

Dividends received or deemed to be received on the Shares (other than to the Company unless purchased by the Company in the open market in the manner in which shares are normally purchased by a member of the public in an open market) will be included in computing a Resident Holder's income. In the case of an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable in respect of "taxable dividends" received from a corporation resident in Canada. An enhanced dividend tax credit will be available to individuals (other than certain trusts) in respect of "eligible dividends" designated by the Company to the Resident Holder in accordance with the provisions of the Tax Act. There may be limitations on the ability of the Company to designate dividends as "eligible dividends".

Dividends received or deemed to be received on the Shares by a Resident Holder that is a corporation must be included in computing its income but generally will be deductible in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "private corporation" (as defined in the Tax Act) or a "subject corporation" (as defined for purposes of Part IV of the Tax Act), may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on the Shares to the extent such dividends are deductible in computing taxable income for the year. The refundable tax generally will be refunded to a Resident Holder that is a private corporation or subject corporation when sufficient taxable dividends are paid to its shareholders while it is a private corporation or subject corporation.

Dispositions of Shares and Warrants

Upon a disposition or a deemed disposition of a Share (other than to the Company unless purchased by the Company in the open market in the manner in which shares are normally purchased by a member of the public in an open market) or a Warrant (other than on the exercise thereof), a Resident Holder generally will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, are greater

• 32 -

(or are less) than the adjusted cost base of such security to the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under the subheading " Capital Gains and Capital Losses ".

Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a " taxable capital gain ") realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an " allowable capital loss ") realized in a taxation year from taxable capital gains realized in the year by such Resident Holder. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized on the disposition or deemed disposition of Shares by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on such shares or shares substituted for such shares, to the extent and in the circumstances specified by the Tax Act. Similar rules may apply where a Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act) also may be liable to pay an additional refundable tax on its "aggregate investment income" (as defined in the Tax Act) for the year which will include taxable capital gains. This refundable tax generally will be refunded to a Resident Holder that is a private corporation or subject corporation when sufficient taxable dividends are paid to its shareholders while it is a private corporation or subject corporation.

Minimum Tax

Capital gains realized and dividends received by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of the minimum tax.

Holders Not Resident in Canada

The following section of this summary is generally applicable to Holders who for the purposes of the Tax Act (i) have not been and will not be deemed to be resident in Canada at any time while they hold the Shares or Warrants; and (ii) do not use or hold the Shares or Warrants in carrying on a business in Canada (" Non-Resident Holders ").

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere or is an "authorized foreign bank" (as defined in the Tax Act). Such NonResident Holders should consult their own tax advisors.

Dividends

Dividends paid or credited or deemed to be paid or credited to a Non-Resident Holder by the Company on any Shares will be subject to Canadian withholding tax at the rate of 25% on the gross amount of the dividend unless such rate is reduced by the terms of an applicable income tax treaty or convention. Under the Canada-United States Tax Convention (1980) , as amended (the " Treaty "), the rate of withholding tax on dividends paid or credited to a NonResident Holder who is resident in the U.S. for purposes of the Treaty and fully entitled to benefits under the Treaty (a " U.S. Holder ") is generally limited to 15% of the gross amount of the dividend (or 5% in the case of a U.S. Holder that is a company beneficially owning at least 10% of the Company's voting shares).

Dispositions of Shares and Warrants

A Non-Resident Holder generally will not be subject to tax under the Tax Act in respect of a capital gain realized on the disposition or deemed disposition of a Share or a Warrant, nor will capital losses arising therefrom be recognized

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under the Tax Act, unless the Share or Warrant constitutes "taxable Canadian property" to the Non-Resident Holder for purposes of the Tax Act, and the gain is not exempt from tax pursuant to the terms of an applicable income tax treaty or convention.

Provided the Shares are listed on a "designated stock exchange", as defined in the Tax Act (which includes the TSXV), at the time of disposition, the Shares and Warrants generally will not constitute taxable Canadian property of a Non-Resident Holder at that time, unless at any time during the 60 month period immediately preceding the disposition of such Shares or Warrants, as applicable, the following two conditions are met concurrently: (i) the Non-Resident Holder, persons with whom the Non-Resident Holder did not deal at arm's length, partnerships in which the NonResident Holder or such non-arm's length person holds a membership interest (either directly or indirectly through one or more partnerships), or the Non-Resident Holder together with all such persons, owned 25% or more of the issued shares of any class or series of shares of the Company; and (ii) more than 50% of the fair market value of the shares of the Company was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" (as defined in the Tax Act), "timber resource properties" (as defined in the Tax Act) or an option in respect of, an interest in, or for civil law, a right in such properties, whether or not such property exists. Notwithstanding the foregoing, a Share may otherwise be deemed to be taxable Canadian property to a Non-Resident Holder for purposes of the Tax Act in certain circumstances. A Non-Resident Holder's capital gain (or capital loss) in respect of a disposition of Shares or Warrants that constitute or are deemed to constitute taxable Canadian property to a Non-Resident Holder (and are not "treaty-protected property" as defined in the Tax Act) will generally be computed in the manner described above under the subheading " Holders Resident in Canada — Dispositions of Shares and Warrants " and "Holders Resident in Canada – Capital Gains and Capital Losses" . NonResident Holders whose Shares or Warrants are taxable.

Canadian property should consult their own tax advisors regarding the tax and compliance considerations that may be relevant to them.

ELIGIBILITY FOR INVESTMENT

Based on the current provisions of the Tax Act and the Regulations, provided that the Unit Shares, Warrants and the Warrant Shares, if issued on the date hereof, would be "qualified investments" under the Tax Act for a trust governed by a registered retirement savings plan (" RRSP "), registered retirement income fund (" RRIF "), deferred profit sharing plan, registered education savings plan (" RESP "), registered disability savings plan (" RDSP ") and tax-free savings account (" TFSA ") (collectively, " Deferred Plans ") provided that (i) in the case of the Unit Shares and the Warrant Shares, the Common Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX-V), and (ii) in the case of the Warrants: (a) the Warrants are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX-V); or (b) the Common Shares are listed on a "designated stock exchange" as defined in the Tax Act (which currently includes the TSX-V) and neither the Company, nor any person with whom the Company does not deal at arm's length, is an annuitant, a beneficiary, an employer or a subscriber under, or a holder of the particular Deferred Plan.

Notwithstanding the foregoing, if the Unit Shares, Warrant Shares or Warrants are a "prohibited investment" for an RRSP, RRIF, RESP, RSDP or TFSA for the purposes of the Tax Act, the annuitant, subscriber or holder, as the case may be, of the RRSP, RRIF, RESP, RSDP or TFSA will be subject to a penalty tax as set out in the Tax Act. Provided that, for purposes of the Tax Act, the annuitant of an RRSP or RRIF, the subscriber of a RESP, or the holder of a TFSA or RDSP, as the case may be, deals at arm's length with the Company and does not have a "significant interest" (as defined in the Tax Act for purposes of the prohibited investment rules) in the Company, the Unit Shares, Warrant Shares and Warrants will not be a "prohibited investment" for such RRSPs, RRIFs, RESPs, RDSPs and TFSAs, as the case may be, under the Tax Act on the date hereof. In addition, the Unit Shares and Warrant Shares will not be a prohibited investment if such securities are "excluded property" as defined in the Tax Act, for an RRSP, RRIF, RESP, RSDP or TFSA. Prospective purchasers of Units who intend to hold such Units in an RRSP, RRIF, TFSA, RESP or RDSP should consult their own tax advisors to ensure the Unit Shares, Warrant Shares and Warrants would not be a prohibited investment in their particular circumstances.

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PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Underwriters have severally and not jointly, nor jointly and severally agreed to purchase, as principals, and the Company has agreed to sell, subject to compliance with all necessary legal requirements and pursuant to the terms and conditions of the Underwriting Agreement, on the Closing Date, not less than all of the Units at the Offering Price, payable in cash to the Company against delivery of 43,100,000 Units. In consideration for the services rendered by the Underwriters in connection with the Offering, the Underwriters will be paid a cash fee equal to 6% of the gross proceeds of the Offering. As additional compensation for services rendered, the Underwriters shall be issued Broker Warrants to purchase that number of Broker Shares as is equal to 6% of the Units sold pursuant to the Offering. This Prospectus also qualifies the distribution of the Broker Warrants issued to the Underwriters. The Company will also pay the Placement Fee equal to 6% of the gross proceeds raised under the Concurrent Private Placement together with such number of Private Placement Broker Warrants equal to 6% of the FT Units and FT Charity Units sold pursuant to the Concurrent Private Placement. Each Private Placement Broker Warrant is exercisable to acquire one Common Share at the FT Issue Price or Charity FT Issue Price, as applicable, at any time prior to 5:00 p.m. (Vancouver time) for a period of 24 months following the Closing Date.

The obligations of the Underwriters under the Underwriting Agreement may be terminated at their discretion upon the occurrence of certain stated events as set out in the Underwriting Agreement. The Underwriters are, however, obligated to take up and pay for all of the Units if any of the Units are purchased under the Underwriting Agreement. Each Underwriter may terminate its obligations under the Underwriting Agreement at its discretion on the basis of a "material change out", "disaster out", "regulatory out", "breach out" and upon the occurrence of certain other stated events.

The Offering Price was determined by arm's length negotiations between the Company and the Lead Underwriter, on behalf of the Underwriters with reference to the prevailing market price of the common shares of the Common Shares on the TSX-V.

Units sold by the Underwriters to the public will initially be offered at the Offering Price. After the Underwriters have made a reasonable effort to sell all of the Units at the Offering Price, the Underwriters may change the Offering Price and the other selling terms to an amount not greater than the Offering Price. Pursuant to the Underwriting Agreement, the Underwriters are obligated to purchase the Units at the prices and upon the terms stated therein and, as a result, bear any risk associated with changing the Offering Price or other selling terms. The Underwriters have reserved the right to form a selling group of appropriately registered dealers and brokers, with compensation to be negotiated between the Underwriters and such selling group participants, but at no additional cost to the Company.

The Offering is being made concurrently in each of the provinces of Canada (other than Québec). The Units will be offered in Canada through the Underwriters either directly or through their agents, as applicable. In addition, the Units will be offered in the United States pursuant to exemptions from registration requirements under the U.S. Securities Act and applicable state securities laws, as further described below. Subject to applicable law, the Underwriters may offer the Units in such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters.

Subscriptions for the Units will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. It is anticipated that the Unit Shares and Warrants will be delivered under the book-based system through CDS or its nominee and deposited in registered or electronic form with CDS on the Closing Date, which is expected to occur on or about February 19, 2021 or such other date as the Underwriters and the Company may agree, but in any case no later than 42 days after the date a receipt is issued for the (final) Prospectus to be filed in respect of the Offering. Except in limited circumstances, a purchaser of Units will receive only a customer confirmation from the registered dealer through which the Units are purchased. Notwithstanding the foregoing, all Unit Shares and Warrants underlying the Units offered or sold within the United States or to, or for the account of benefits of, U.S. persons or persons in the United States who are U.S. Accredited Investors will be issued in certificated, individually registered form.

The Offering is being made concurrently in each of the provinces of Canada (other than Québec). The Units will be offered in Canada through the Underwriters either directly or through their agents, as applicable. Subject to applicable

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law, the Underwriters may offer the Units in the United States and such other jurisdictions outside of Canada and the United States as agreed between the Company and the Underwriters.

The Company has agreed in favour of the Underwriters that, during the period ending 90 days after the Closing Date, it will not issue any Common Shares or other securities convertible into Common Shares, without having obtained the prior written consent of the Lead Underwriter, on behalf of the Underwriters, such consent not to be unreasonably withheld, other than: (i) the grant or exercise of stock options and other similar issuances pursuant to any existing or proposed employee share purchase plan of the Company and other share compensation arrangements outstanding as of the date hereof; (ii) warrants outstanding as of the date hereof; (iii) as full or partial consideration for a bona fide, arm's length acquisition by the Company; (iv) obligations of the Company in respect of existing mineral property agreements; or (v) to satisfy any other currently outstanding instruments or other contractual commitments in relation to any transaction that has been disclosed to the Underwriters.

The Company has also agreed to use its best efforts to cause each of the directors and senior officers of the Company to enter into lock up agreements in favour of the Underwriters evidencing their agreement not to, for a period of 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, grant an option to purchase, make any short sale, lend, swap or otherwise dispose of, transfer, assign or announce any intention to do so, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company, other than: (i) pursuant to a bona fide takeover bid or any other similar transaction made generally to all of the shareholders of the Company; (ii) in respect of sales to affiliates of such shareholder, including as a result of the death of any individual shareholder; or (iii) in respect of sales of Common Shares issued upon the exercise of existing warrants which expire within 90 days following the Closing Date.

The Units, the Unit Shares and the Warrants to be issued pursuant to the Offering and the Warrant Shares, have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption therefrom is available. Each Underwriter and each of its United States broker-dealer affiliates has agreed that, except as permitted by the Underwriting Agreement and subject to all the agreements, covenants and restrictions set forth therein, it will not offer or sell the Units, as part of its distribution at any time, in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons and that all offers and sales of the Units will otherwise be made outside of the United States to non-U.S. Persons in accordance with Rule 903 of Regulation S (" Regulation S ") under the U.S. Securities Act; provided, however, the Underwriters may offer the Units in the United States and to, or for the account or benefit of, persons in the United States and U.S. Persons as substituted purchasers to whom the Company will sell the Units directly to persons who are "accredited investors" who satisfy one of the criteria set forth in Rule 501(a) of Regulation D under the U.S. Securities Act (" U.S. Accredited Investors ") in compliance with Rule 506(b) of Regulation D of the U.S. Securities Act and/or Section 4(a)(2) of the U.S. Securities Act, and in compliance with applicable state securities laws.

The Units, the Unit Shares, the Warrants and the Warrant Shares offered and sold in such circumstances will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and any certificates representing such securities will bear or deemed to bear, as applicable, a legend to the effect that the securities represented thereby are not registered under the U.S. Securities Act or applicable state securities laws and may only be offered, sold, pledged or otherwise transferred pursuant to certain exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws, if available, and any other restrictions agreed to under the terms of any offer or sale that are applicable to such purchaser in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Units, Unit Shares or the Warrants (or any underlying securities) in the United States or to, or for the account or benefit of, persons in the United States or U.S. Persons. In addition, until 40 days after the commencement of the Offering, an offer or sale of the Units, the Unit Shares or the Warrants within the United States or to, or for the account or benefit of, a person in the United States or a U.S. Person by any dealer, whether or not participating in the Offering, may violate the registration requirements of the U.S. Securities Act if such other offer or sale is made otherwise than in accordance with an available exemption from the registration requirements under the U.S. Securities Act.

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Except as otherwise noted therein, the terms used in the last three paragraphs have the meanings given to them in Regulation S.

The outstanding Common Shares are listed and posted for trading on the TSX-V under the symbol "PDM". The Company will apply to list the Unit Shares, the Broker Shares and the Warrant Shares distributed hereunder on the TSX-V. Closing of the Offering is conditional on the Unit Shares, the Broker Shares and the Warrant Shares being conditionally approved for listing on the TSX. The Warrants will not be listed for trading on any securities exchange.

The Company has agreed in the Underwriting Agreement to reimburse the Underwriters for certain expenses incurred in connection with the Offering and to indemnify the Underwriters against certain liabilities, including liabilities under Canadian securities laws, and, where such indemnification is unavailable, to contribute to payments that the Underwriters may be required to make in respect of such liabilities.

Pursuant to the policies of certain Canadian securities regulators, the Underwriters may not, throughout the period of distribution under this Prospectus, bid for or purchase Common Shares or Warrants. The foregoing restriction is subject to certain exceptions, including: (a) a bid or purchase permitted under the bylaws and rules of applicable regulatory authorities and stock exchanges, including the Universal Market Integrity Rules for Canadian Marketplaces administered by the Investment Industry Regulatory Organization of Canada, relating to market stabilization and passive market making activities; (b) a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution; (c) a bid or purchase to cover a short position entered into prior to the distribution; and (d) transactions in compliance with U.S. federal securities laws. Any such trades are permitted only on the condition that the bid or purchase is not engaged in for the purpose of creating actual or apparent active trading in or raising the price of the Units.

CONCURRENT PRIVATE PLACEMENT

The Company will enter into the Subscription Agreements on or prior to the Closing Date, pursuant to which certain subscribers will agree to subscribe for and purchase an aggregate of 1,500,000 FT Units at the FT Issue Price and 5,000,000 Charity FT Units and the Charity FT Issue Price for an aggregate gross proceeds of $2,510,000. Subject to obtaining regulatory approval, the closing of the Concurrent Private Placement is expected to occur concurrently with the closing of the Offering.

Subscriptions for the FT Units and Charity FT Units will be received subject to rejection or allotment in whole or in part. It is anticipated that the FT Shares and FT Warrants, comprising the FT Units and Charity FT Units, will be delivered under the book-based system through CDS or its nominee and deposited in registered or electronic form with CDS on the Closing Date. The terms and conditions of the Concurrent Private Placement will be set out in the Subscription Agreements.

This Prospectus does not qualify any securities issued under the Concurrent Private Placement, which will be offered pursuant to exemptions from any prospectus or registration requirements under applicable securities laws. The FT Units and Charity FT Units to be issued under the Concurrent Private Placement will be subject to a statutory hold period lasting four months and one day following the closing of the Concurrent Private Placement. The Company will pay a Placement Fee equal to 6% of the gross proceeds raised under the Concurrent Private Placement together with such number of Private Placement Broker Warrants equal to 6% of the FT Units and Charity FT Units sold pursuant to the Concurrent Private Placement. Each Private Placement Broker Warrant is exercisable to acquire one Common Share at the FT Issue Price or Charity FT Issue Price, as applicable, at any time prior to 5:00 p.m. (Vancouver time) for a period of 24 months following the Closing Date. The anticipated net proceeds from the Offering and the Concurrent Private Placement (after deducting the expenses of the Offering and the Concurrent Private Placement and the Underwriters' Commission and Placement Fee) will be $13,958,460. See "Use of Proceeds" for the principal purposes for which the net proceeds of the Concurrent Private Placement will be used by the Company.

The terms and conditions of the Concurrent Private Placement will be set out in the Subscription Agreements.

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RISK FACTORS

An investment in the Unit Shares and Warrants comprising the Units is subject to a number of risks. Before deciding whether to invest in the Units, investors should carefully consider the risk factors set forth below, in the documents incorporated by reference in this Prospectus (including those discussed under the heading "Risk Factors" in the AIF and Interim MD&A and all of the other information in this Prospectus (including, without limitation, the documents incorporated by reference herein and therein). The risks described above and below are not the only risks that affect the Company. Other risks and uncertainties that the Company does not presently consider to be material, or of which the Company is not presently aware, may become important factors that affect the Company's future condition and results of operations.

Risks Related to Palladium's Securities and the Offering

Price Volatility of Publicly Traded Securities.

The Company's Common Shares are listed on the TSX-V. Securities of small cap companies, particularly mineral exploration and development companies, have experienced substantial volatility in the past, often based on factors unrelated to the companies' financial performance or prospects. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.

The price of the Common Shares is also likely to be significantly affected by short-term changes in gold, silver or other mineral prices or in the Company's financial condition or results of operations. Other factors unrelated to Company performance that may affect the price of the Common Shares include the following: the extent of analytical coverage available to investors concerning the Company's business may be limited if investment banks with research capabilities do not follow the Company; lessening in trading volume and general market interest in the Common Shares may affect an investor's ability to trade significant numbers of Common Shares; the size of the Company's public float may limit the ability of some institutions to invest in the Common Shares; and a substantial decline in the price of the Common Shares that persists for a significant period of time could cause the Common Shares to be delisted from the TSX-V, or any exchange the Common Shares are trading on, further reducing market liquidity. As a result of any of these factors, the market price of the Common Shares at any given point in time may not accurately reflect the Company's long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Dilution.

Future sales or issuances of equity securities could decrease the value of the Common Shares, dilute shareholders' voting power and reduce future potential earnings per Common Share. The Company may sell additional equity securities in subsequent offerings and may issue additional equity securities to finance operations, development, exploration, acquisitions or other projects. The Company cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in earnings per share.

Securities or Industry Analysts.

The trading market for the Common Shares could be influenced by research and reports that industry and/or securities analysts may publish about the Company, its business, the market or its competitors. The Company does not have any control over these analysts and cannot assure that such analysts will cover the Company or provide favourable coverage. If any of the analysts who may cover the Company's business change their recommendation regarding the Company's stock adversely, or provide more favourable relative recommendations about its competitors, the stock price would likely decline. If any analysts who may cover the Company's business were to cease coverage or fail to

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regularly publish reports on the Company, it could lose visibility in the financial markets, which in turn could cause the stock price or trading volume to decline.

The Company has never paid, and does not currently anticipate paying, dividends.

The Company has paid no dividends on the Common Shares since incorporation and does not anticipate paying dividends in the immediate future. The payment of future dividends, if any, will be reviewed periodically by the board of directors of the Company (the " Board ") and will depend upon, among other things, conditions then existing including earnings, financial conditions, cash on hand, financial requirements to fund its commercial activities, development and growth, and other factors that the Board may consider appropriate in the circumstances.

Unlisted Warrants

The Warrants are not listed on any exchange and the Company does not intend to list the Warrants on any exchange. Investors may be unable to sell the Warrants at the prices desired or at all. There is no existing trading market for the Warrants and there can be no assurance that a liquid market will develop or be maintained for the Warrants, or that an investor will be able to sell any of the Warrants at a particular time (if at all). The liquidity of the trading market in the Warrants and the sale price, if any, for the Warrants, may be adversely affected by, among other things:

• changes in the overall market for the Warrants;

• changes in the Company's financial performance or prospects;

• changes or perceived changes in the Company's creditworthiness;

• the prospects for companies in the industry generally;

• the number of holders of the Warrants; and

• the interest of securities dealers in making a market for the Warrants.

U.S. and foreign investors may find it difficult to enforce U.S. or foreign judgments against the Company.

The Company is incorporated under the laws of British Columbia, Canada and the majority of the Company's directors and officers are not residents of the United States or foreign countries. Because all or a substantial portion of the Company's assets are abroad and the assets of certain directors are located in Canada, it may be difficult for U.S. or foreign investors to effect service of process within their jurisdiction upon the Company or upon such persons who are not residents of the United States or the foreign jurisdiction, or to realize in the United States or foreign jurisdictions upon judgments of U.S. or foreign courts predicated upon civil liabilities under U.S. or foreign securities laws. A judgment of a U.S. or foreign court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. or foreign court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities.

Discretion in the Use of Proceeds.

The Company currently intends to apply the net proceeds received from the Offering as described above under the heading " Use of Proceeds ". However, management of the Company will have discretion concerning the use of the net proceeds of the Offering as well as the timing of their expenditures. As a result, an investor will be relying on the judgment of management for the application of the net proceeds of the Offering. Management may use the net proceeds of the Offering in ways that an investor may not consider desirable. The results and the effectiveness of the application of proceeds are uncertain. If the proceeds are not applied effectively, the Company's results may suffer.

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Positive Return in an Investment in the Units is Not Guaranteed

There is no guarantee that an investment in the Units will earn any positive return in the short term or long term. A purchase under the Offering involves a high degree of risk and should be undertaken only by purchasers whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. An investment in the Units is appropriate only for purchasers who have the capacity to absorb a loss of some or all of their investment.

Activities of the Company may be impacted by the spread of the COVID-19 novel coronavirus.

In December 2019, a novel strain of coronavirus known as COVID-19 emerged and spread around the world causing significant business and social disruption. COVID-19 was declared a worldwide pandemic by the World Health Organization on March 11, 2020. The speed and extent of the spread of COVID-19 and the duration and intensity of resulting business disruption and related financial and social impact, are uncertain. Such adverse effects related to COVID-19 and other public health crises may be material to the Company. The impact of COVID-19 and efforts to slow the spread of COVID-19 could severely impact the exploration and any development of the Company's mineral projects. To date, a number of governments have declared states of emergency and have implemented restrictive measures such as travel bans, quarantine and self-isolation and the length of impact of the COVID-19 and associated restrictions remain uncertain. If the exploration and any development of the Company's mineral projects is disrupted or suspended as a result of these or other measures, it may have a material adverse impact on the Company's financial position and trading price of the Common Shares.

COVID-19 and efforts to contain it may have broad impacts on the Company's supply chain or the global economy, which could have a material adverse effect on the Company's financial position. While governmental agencies and private sector participants are seeking to mitigate the adverse effects of COVID-19, and the medical community is seeking to develop vaccines and other treatment options, the efficacy and timing of such measures is uncertain.

The Company's business could be significantly adversely affected by the effects of COVID-19 or any other widespread global outbreak of contagious disease. The Company cannot accurately predict the impact COVID-19 will have on third parties' ability to meet their obligations with the Company, including due to uncertainties relating to the severity of the disease, the duration of the outbreak, and the extent of travel and quarantine restrictions imposed by governments of affected countries.

In response to the COVID-19 pandemic, exploration in Finland may be impacted by government restrictions on the Company's operations. Potential stoppages on exploration activities could result in additional costs, project delays, cost overruns, and operational restart costs. The Finnish government continues to impose restrictions on travel into Finland. The total amount of funds that the Company needs to carry out the proposed operations may increase from these and other consequences of the COVID-19 pandemic.

In addition, the current outbreak of COVID-19, and any future emergence and spread of contagious disease, could have a material adverse impact on global economic conditions, which may adversely impact: the market price of the Common Shares, the Company's operations, its ability to raise debt or equity financing for the purposes of mineral exploration and development, and the operations of the Company's suppliers, contractors and service providers.

Indigenous Peoples

Various international and national laws, codes, resolutions, conventions, guidelines, and other materials relate to the rights of indigenous peoples. The Company operates in some areas presently or previously inhabited or used by indigenous peoples. Many of these materials impose obligations on government to respect the rights of indigenous people. Some mandate that government consult with indigenous people regarding government actions which may affect indigenous people, including actions to approve or grant mining rights or permits. The obligations of government and private parties under the various international and national materials pertaining to indigenous people continue to evolve and be defined. The Company's current and future operations are subject to a risk that one or more groups of indigenous people may oppose continued operation, further development, or new development of the Company's projects or operations. Such opposition may be directed through legal or administrative proceedings or

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expressed in manifestations such as protests, roadblocks or other forms of public expression against the Company's activities. Opposition by indigenous people to the Company's operations may require modification of or preclude operation or development of the Company's projects or may require the Company to enter into agreements with indigenous people with respect to the Company's projects. Such agreements may have a material adverse effect on the Company's business, financial condition and results of operations.

On December 16, 2020, the Ministry of Energy, Northern Development and Mines issued a Notice of Caution covering approximately 40,000 square kilometres along the northern shore of Lake Superior and includes both the Tyko and Disraeli Projects. This notification serves to inform mineral claim landowners in the area that ongoing litigation to which Ontario is a defendant, known as the Michano litigation, in which First Nations have asserted Aboriginal rights and title to their traditional lands. While the Notice of Caution does not prevent new mining claim registrations or the submission of exploration plans or exploration permit applications, it is intended to alert the mineral exploration and mining industry to the presence of Aboriginal Title claims in the area and ensure proponents are aware that there may be heightened Crown consultation and accommodation obligations for future exploration, development and related activities in this area.

Additionally, on December 16, 2020, the Ministry of Energy, Northern Development and Mines issued a notice that Canada and Ontario have commenced Aboriginal Title claim settlement negotiations with each of Biigtigong Nishnaabeg and Pic Mobert First Nations. To support the ongoing negotiations, the Ministry of Energy, Northern Development and Mines (ENDM) has made orders to withdraw certain areas from being open for new mining claim registrations. The withdrawal area is located to the south of the Tyko Project and does not cover any of the claims that comprise the Tyko Project.

On January 5, 2021, the Company received notice that GBFN had filed on December 30, 2021 an application for judicial review of the MENDM decision dated November 30th, 2020 to issue Exploration Permit PR-20-000255 to Tyko Resources Inc. Pursuant to the judicial review, the GBFN seeks to quash and set aside the MENDM's decision to issue the Exploration Permit and require MENDM to consult further with the GBFN about the Company's proposed mining exploration activities. The GBFN asserts Aboriginal Rights within the Disraeli Lake area where the Company's mining claims are located and the exploration activities will occur. The MENDM and the Company have filed appearances to defend the judicial review. The initial case management conference was convened on January 21, 2021. No schedule has yet been set for the review.

AGENT FOR SERVICE OF PROCESS

The people named below reside outside of Canada or, in the case of companies, are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, and each has appointed the following agent for service of process:

Name of Person or Company Alexei Sokolov Markku Iljina	Name and Address of Agent
	Bennett Jones LLP One First Canadian Place, Suite 3400 Toronto, Ontario, M4X 1A4, Canada

LEGAL MATTERS

Certain legal matters of Canadian law in connection with the Offering will be passed upon on behalf of the Company by Bennett Jones LLP and on behalf of the Underwriters by Baker & McKenzie LLP. As of the date of this Prospectus, the "designated professionals" (as such term is defined in Form 51-102F2 – Annual Information Form ) of Bennett Jones LLP and Baker & McKenzie LLP, each beneficially own, directly or indirectly, in the aggregate less than 1% of the issued and outstanding Common Shares.

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PURCHASERS' RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a Prospectus and any amendment. In several of the provinces and territories of Canada, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for the particulars of these rights or consult with a legal adviser.

In an offering of Units, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the Units is offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action for damages or consult with a legal adviser.

AUDITOR, TRANSFER AGENT AND REGISTRAR

The independent auditor of the Company is Davidson & Company LLP (" Davidson "), located at 609 Granville Street, Suite 1200, Vancouver, BC V7Y 1G6.

Davidson has advised the Company that they are independent from the Company within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

The Company's transfer agent and registrar is Computershare Trust Company of Canada, 100 University Avenue, 8[th] Floor, Toronto, Ontario, Canada M5J 2Y1.

INTEREST OF EXPERTS

The technical information relating to the LK Project, included or incorporated by reference in this Prospectus has been derived from the technical reports prepared by the experts listed below, and has been included or incorporated by reference in reliance of such person's expertise. The following persons are the authors responsible for the technical information relating to the LK Project contained or incorporated by reference in this Prospectus, and by virtue of their education, experience, and professional associate, are considered Qualified Persons as defined in the NI 43-101, and are members in good standing of the appropriate professional institutions:

• Alexei Sokolov, Mining Plus Pty Ltd;

• Markku Iljina, Markku Iljina GeoConsulting Oy; and

• Neil Pettigrew, M.Sc., P.Geo, Vice President of Exploration and a director of the Company.

As of the date of this Prospectus, the experts named in the foregoing section beneficially held, directly or indirectly, in the aggregate less than 1% of the issued and outstanding Common Shares. Markku Iljina (Markku Iljnia GeoConsulting Oy) provides geological consulting services to the Company.

None of the other experts named in the foregoing sections held, at the time they prepared or certified such statement, report or valuation, received after such time or will receive any registered or beneficial interest, direct or indirect, in any securities or other property of the Company or one of the Company's associates or affiliates.

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CERTIFICATE OF THE COMPANY

January 26, 2021

This preliminary short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this preliminary short form prospectus as required by the securities legislation of each of provinces of Canada (other than Québec).

(signed) Derrick Weyrauch Derrick Weyrauch Chief Executive Officer

(signed) Rob Scott Rob Scott Chief Financial Officer

On behalf of the Board of Directors:

(Signed) Neil Pettigrew Neil Pettigrew Director

(Signed) Peter C. Lightfoot Peter C. Lightfoot Director

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CERTIFICATE OF THE UNDERWRITERS

January 26, 2021

To the best of our knowledge, information and belief, this preliminary short form prospectus, together with the documents incorporated by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this preliminary short form prospectus as required by the securities legislation of each of provinces of Canada (other than Québec).

Sprott Capital Partners LP , by its general partner, Sprott Capital Partners GP Inc.

(signed) David Wargo David Wargo Managing Partner & Head of Investment Banking

Mackie Research Capital Corp.

(signed) Howard Katz

Howard Katz, Managing Director

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