Premium Nickel Resources Ltd. 10-K Cybersecurity GRC - 2024-06-28

Page last updated on July 16, 2024

Premium Nickel Resources Ltd. reported their cybersecurity risk management and governance process in a yearly 10-K filed on 2024-06-28 16:17:00 EDT.

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10-K filed on 2024-06-28

Premium Nickel Resources Ltd. filed a 10-K at 2024-06-28 16:17:00 EDT
Accession Number: 0001104659-24-076291

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Item 1C. Cybersecurity.

Item 1C. Cybersecurity Cybersecurity Risk Management and Strategy We, like other companies in our industry, face several cybersecurity risks in connection with our business. Our business strategy, results of operations, and financial condition have not, to date, been materially affected by risks from cybersecurity threats. During the reporting period, we have not experienced any material cyber incidents, nor have we experienced a series of immaterial incidents, which would require disclosure. We intend to implement a formal cybersecurity program in the future. The program will be aimed at safeguarding the confidentiality, integrity, and availability of our essential systems and information, and will be designed to detect and mitigate risks from cybersecurity threats to our data and our systems. Central to our future cybersecurity efforts will be a robust incident response plan designed to address potential cyber incidents swiftly and effectively. In designing and evaluating our cybersecurity program, we intend to adopt the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF 2.0”) as a guiding principle. It is important to clarify that our use of the NIST CSF 2.0 will be for guidance purposes to frame our risk identification, assessment and management processes and will not equate to compliance with any specific technical standards or requirements. The key components of our future cybersecurity program are expected to include: ● conducting risk assessments to pinpoint material cybersecurity threats to our critical systems, data, products, services, and overall IT infrastructure; ● a third-party security expert consultant overseeing the risk assessment process, maintenance of security controls, and coordination of responses to cybersecurity incidents; - 10 - Table of Contents ● engagement with external service providers to evaluate, enhance, or support our security measures; and ● an incident response plan outlining specific procedures for managing cybersecurity incidents; Cybersecurity Governance The governance of cybersecurity risks is a critical function of our Board which has a key role in the oversight of cybersecurity and related technology risks. The Board is tasked with monitoring the effectiveness of our cybersecurity risk management program as implemented by management. The Board will receive regular updates from management on the state of cybersecurity risks facing the Company. This includes briefings on any significant cyber incidents and ongoing risk management efforts. The responsibility for day-to-day management of cybersecurity risks lies with our management team, including the Chief Financial Officer and Chief Executive Officer. This team will be at the forefront of our cybersecurity initiatives, coordinating both internal and external resources to anticipate, identify, and mitigate cyber threats. Our approach will include regular updates from our third-party security expert consultant, leveraging intelligence from various sources, and utilizing advanced security tools to protect our digital environment. Operations in Emerging Markets The Company has its material properties and operating subsidiaries in Botswana. It is possible that operating in Botswana may expose the Company to a certain degree of political, economic and other risks and uncertainties. In conducting its operations in Botswana, the Company has, among other things: (i) engaged and maintained experienced management and technical teams located in Botswana and/or with extensive experience in operating properties in Africa; (ii) certain members of the board and management routinely visit the Company’s Botswana properties; (iii) retained advisors and technical experts in Botswana including its local counsel, Bookbinder Business Law (" Bookbinder “); and (iv) generally maintained robust internal control over its foreign subsidiaries, all of which are more particularly described below. Subsidiaries and Operations in Botswana The Company’s principal business activity in Botswana is the re-development of the Selebi Mines and the Selkirk Mine (together, the " Botswana Assets “). The establishment and development of PNGPL and PNRPL, each of which is a Botswanan entity, adds an additional regulatory framework within which the Company operates and is supplementary to the regulatory framework existing in Canada. The Company holds its interest in the Selebi Assets and the Selkirk Assets indirectly through its 100% owned subsidiaries, PNRPL and PNGPL respectively. The Company’s operating entities in Botswana are governed in accordance with applicable local laws and entity-wide governance principles. The directors and management of the Company’s operating entities in Botswana are generally comprised of a majority of senior management employees and where required by local laws, local residents, who are generally longstanding local management level employees, or local corporate counsel. In addition, certain members of the Company’s management have experience conducting business in Botswana, as detailed below, where the Company has maintained operations since 2021. Operating in Botswana requires greater internal controls and adherence to a regulatory framework which creates challenges in relation to decision-making, communication, and compliance. The Company has experienced management and has retained legal advisors and consultants to help facilitate adherence to regulatory requirements in order to meet this challenge. Employees and Consultants Upon the closing of the asset acquisition of the Selebi Mine, the Company started to develop its own local workforce. As of December 31, 2023, The Company had 193 employees at its Botswana operations, of which 177 were engaged in technical work including geology, drilling, geophysics, engineering and care and maintenance, and 16 were engaged in back-office support and logistics. - 11 - Table of Contents The Company is committed to promoting a safe and healthy workplace environment, and actively participates in training programs to ensure employees are aware of proper safety and health procedures. The Company also provides resources and support for employees’ mental and emotional wellbeing. The Company values diversity and inclusivity and strives to create a workplace culture that respects and values all employees’ backgrounds and identities. The Company offers competitive compensation and benefits packages, including housing allowance, health insurance, and employee assistance programs. The employees receive performance evaluations and feedback regularly, and the Company encourages ongoing professional development and training. The Company has implemented measures to protect employee data privacy and maintain confidentiality, in accordance with applicable laws and regulations. Experienced Board and Management In addition to their experience with the Company, the Company’s board and management also has extensive experience operating in Africa, managing investments and projects in Botswana, Burkina Faso, Namibia, South-Africa, and the Democratic Republic of Congo. Furthermore, they bring diverse expertise in areas such as global strategy, finance, exploration, technology, and corporate development. Their collective experience spans several decades and includes successful ventures in both public and private sectors. Certain members of the board, management and senior officers of the Company have made trips to Botswana to gain a deeper understanding of the Company’s operations and projects as well as to impart their experience and knowledge of the local business, culture, and practices to the other members of the board and officers. The Company also relies on the expertise of its local Botswana-based key personnel, Mr. Borris Kamstra, Mr. Kneipe Setlhare, Mr. Karabo Monepe, and Mr. McDonald Raditladi, all of whom have extensive mining and government relations experience in Botswana. These individuals are in regular contact with management and attend regular management meetings. Below are details of their experience as it relates to the Company’s Botswanan operations as well as the local context more broadly. ● Mr. Boris Kamstra is the COO of Premium Nickel Resources International Ltd. (” PNRIL “) and the local African seasoned leader in the mining industry, with over 25 years of experience in senior and executive roles. Boris is South African and has worked his entire career within Sub-Saharan Africa. Most recently, he was the CEO of Alphamin Resources (TSXV:AFM) as well as the Johannesburg Stock Exchange. He was instrumental in bringing the mine located in North Kivu DRC into full operation from a greenfield exploration program. ● Mr. Kneipe Setlhare is a mining engineer with over 14 years of experience in mining operations management. He acts as the Company’s country director whose role is to oversee the Company’s activities in Botswana. As country director, Mr. Setlhare ensures that the Company meets all requirements to maintain compliance with government regulations, obtain necessary approvals in a timely manner and manages the relationships with local communities. Mr. Setlhare has had previous roles at BCL and Discovery Metals Limited. His most recent role was as Executive Country Manager at Giyani Metals Corp., a public company listed on the Toronto Stock Exchange. In these roles, Mr. Setlhare has been involved in early-stage exploration, preliminary economic assessment, feasibility studies, mine development and commissioning, mine asset acquisitions and disposals. ● Mr. Karabo Monepe is currently the Senior Controller in the Company’s Botswanan operations. He graduated from the University of Botswana in 2005 with a Bachelor’s degree in Accounting. Mr. Monope also possesses as an ACCA qualification. He has substantial experience in planning and analysis, financial management and controls, financial reporting, auditing, and banking, acquired from previous roles at Laurelton Diamonds Inc. and Expresscredit Ltd. ● Mr. McDonald Raditladi is currently an HR Officer in the Company’s Botswanan operations. He graduated in 2009 from the University of Botswana with a Bachelor’s degree in Psychology and worked in human resources at Botswana Savings Bank for approximately three years. He later became part of the team that set up Majwe Mining Joint Venture, Debswana’s largest contractor in 2012. - 12 - Table of Contents The Company’s technical, metallurgical and ESG teams (which includes, among others, Sharon Taylor, Peter Lightfoot, Gerry Katchen, Phillip Mackey and Mike Ounpuu, Siri Genik and Shamil Tumisang Agosi) also have significant experience with international projects, particularly in Africa (including experiences with BCL specifically or involved in projects in Botswana and Africa, in general). Overall, the Company benefits from the collective wealth of expertise and experience in the Company’s business and operations in Botswana of its board, management, locally based key personnel and technical teams. Use of and Reliance on Experts and Local Advisors The Company has retained Bookbinder, a Botswanan law firm to advise on various corporate and regulatory legal issues, including the Company’s right to conduct business in Botswana, title verification over the Botswanan Assets, and has relied on advice from Bookbinder with respect to such matters. Additionally, the Company has retained G-Mining Services, a mining engineering and construction management company who is familiar and has been involved in the Selebi Mines since the Company acquired them, along with other engineering or geoscientific services firms, including SRK Consulting, SLR Consulting, DRA Global, SGS Mineral Services. The Company ensures that any such counsel or provider retained has their credentials vetted and referenced, with considerable diligence and adherence to local licences, professional associations, and regulators. The Company’s officers and directors benefit from the advice and guidance provided by its Botswanan legal advisor as well as key personnel based in Botswana of new developments in local mining regimes and new requirements that come into force from time to time, as they pertain to and affect the Company’s business and operations in Botswana. Any material developments are subject to oversight and discussion at the Company’s board level. Language, Cultural Differences and Business Practices English is the official language of Botswana, in which the Audit and Risk Management Committee (the " ARMC “) of the Company and the Company’s external auditors are proficient. The most widely spoken language in Botswana is Setswana. The languages spoken by the board, management and technical team of the Company and its subsidiaries include Afrikaans, English, Setswana, French, Mandarin, Italian and Spanish. The financial records of the Company and both PNGPL and PNRPL, existing under the laws of Botswana are maintained in English. The Company does not believe that any material language or cultural barriers exist.

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