Palladium One Announces Exercise of Anti-Dilution Right by Strategic Shareholder

Palladium One Mining (TSXV: PDM) (FSE: 7N11) (OTCQB: NKORF) (“Palladium One” or the “Company”) is pleased to announce that Glencore plc (“Glencore”), a large shareholder of the Company through its wholly-owned subsidiary, has elected to exercise its pro-rata equity participation rights and has subscribed for 7,439,071 common shares in the capital of the Company (the “Common Shares”). The Common Shares were issued at a price of $0.11 per Common Share for aggregate gross proceeds of $818,297.80 (the “Financing”). Following the Financing, Glencore holds approximately 9.99% of the Company’s equity on a partially diluted basis.

Pursuant to the terms of the investor rights agreement entered into between Glencore and the Company (the “Investor Rights Agreement”), Glencore elected to exercise its pre-emptive rights to maintain its ownership interest in the Company in respect of the Company’s recently completed acquisition of MetalCorp Limited.

All Common Shares issued under the Financing are subject to a four-month hold period from the closing date. No fees were paid in connection with Glencore’s investment.

About Palladium One

Palladium One Mining Inc. (TSXV: PDM) is focused on discovering environmentally and socially conscious Metals for Green Transportation. A Canadian mineral exploration and development company, Palladium One is targeting district scale, platinum-group-element (PGE)-copper-nickel deposits in Canada and Finland. The Lantinen Koillismaa (LK) Project in north-central Finland, is a PGE-copper-nickel project that has existing NI43-101 Mineral Resources, while both the Tyko and Canalask high-grade nickel-copper projects are located in Ontario and the Yukon, Canada, respectively. Follow Palladium One on LinkedIn, Twitter, and at www.palladiumoneinc.com.

ON BEHALF OF THE BOARD
“Derrick Weyrauch”
President & CEO, Director

For further information contact:
Derrick Weyrauch, President & CEO
Email: info@palladiumoneinc.com

Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States of America. The common shares of Palladium One Mining Inc. have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Information set forth in this press release may contain forward-looking statements. Forward-looking statements are statements that relate to future, not past events. In this context, forward-looking statements often address a company’s expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. Forward-looking statements contained in this news release include, without limitation, statements with respect to: the expected synergies and benefits of the Financing, the future price of nickel, copper, gold, and cobalt, the estimation of mineral resources, costs and timing of the development of projects and new deposits, success of exploration, currency fluctuations, requirements for additional capital, government regulation of mining operations, and environmental risks. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/166045


Topic: Press release summary

Palladium One Completes Previously Announced Acquisition of MetalCorp Limited, Expanding its Canadian Footprint

Palladium One Mining Inc. (TSXV: PDM) (FSE: 7N11) (OTCQB: NKORF) (“Palladium One” or “PDM”) and MetalCorp Limited (TSXV: MTC) (“MetalCorp” or “MTC”) are pleased to announce the successful completion of their previously-announced statutory plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the “Arrangement”). Pursuant to the Arrangement, among other things, Palladium One acquired all of the issued and outstanding shares of MetalCorp. The Arrangement became effective at 12:01 a.m. (Toronto time) on May 2, 2023 (the “Effective Time”), resulting in MetalCorp becoming a wholly-owned subsidiary of Palladium One.

Under the terms of the Arrangement, each former MetalCorp shareholder (“MTC Shareholders”) is entitled to receive, in exchange for each common share in the capital of MetalCorp (a “MTC Share”) held, 0.30 of a common share in the capital of Palladium One (each whole share, a “PDM Share”) (the “Exchange Ratio”). Further, under the Arrangement, all options to acquire MTC Shares outstanding immediately prior to the Effective Time are exchanged for stock options to purchase PDM Shares at the Exchange Ratio.

“The deemed value of the MetalCorp acquisition is approximately $3.3 million paid in shares, and for that Palladium One assumes approximately $1.8 million of cash and for the remainder of the purchase price being approximately $1.5 million obtains optionality on both precious metal and critical mineral projects in Ontario, Canada. Importantly, Palladium One assumes a significant pool of assessment credits and therefore has no spending obligations for many years to come,” commented Derrick Weyrauch, President and Chief Executive Officer of PDM.

In order to receive the PDM Shares in exchange for their MTC Shares, registered MTC Shareholders are reminded that they must complete, sign and return the letter of transmittal to Computershare Investor Services Inc., in its capacity as depositary under the Arrangement, together with their certificate(s) or DRS statement(s) representing their MTC Shares, in accordance with the tender procedures described in MTC’s management information circular dated March 22, 2023 (the “Circular”) which is available on SEDAR (www.sedar.com) under MTC’s issuer profile. Any MTC Shares held in the CDS system were automatically deposited under the Arrangement and the beneficial shareholders thereof will receive the PDM Shares at the Exchange Ratio in respect of such MTC Shares.

If you have any questions or require more information with regard to the procedures for receiving the PDM Share consideration, please contact Computershare Investor Services Inc., by (i) telephone within North America at 1-800-564-6253 or (ii) email at corporateactions@computershare.com.

Advisors and Counsel

Bennett Jones LLP is acting as Palladium One’s legal advisor. Dickinson Wright LLP is acting as MTC’s legal advisor.

Grant of Incentive Awards

Palladium One also announces that its board of directors has granted:

(i) 275,000 restricted share units (“RSUs”) to certain employees, advisors and consultants of Palladium One, which vest in three years;
(ii) 1,525,000 stock options to certain officers and directors of Palladium One, which are exercisable for five years at a price of $0.11 per PDM Share with 1/3rd vesting immediately and 1/3rd annually thereafter; and
(iii) 550,000 stock options to certain employees, advisors and consultants of Palladium One, which are exercisable for five years at a price of $0.11 per PDM Share with 1/3rd vesting immediately and 1/3rd annually thereafter.

About Palladium One

Palladium One Mining Inc. (TSXV: PDM) is focused on discovering environmentally and socially conscious Metals for Green Transportation. A Canadian mineral exploration and development company, Palladium One is targeting district scale, platinum-group-element (PGE)-copper-nickel deposits in Canada and Finland. The Lantinen Koillismaa (LK) Project in north-central Finland, is a PGE-copper-nickel project that has existing NI43-101 Mineral Resources, while both the Tyko and Canalask high-grade nickel-copper projects are located in Ontario and the Yukon, Canada, respectively. Follow Palladium One on LinkedIn, Twitter, and at www.palladiumoneinc.com.

For further information contact:
Derrick Weyrauch, President & CEO
Email: info@palladiumoneinc.com
Telephone: 647-612-6466

Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States of America. The common shares of Palladium One Mining Inc. have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Information set forth in this press release may contain forward-looking statements. Forward-looking statements are statements that relate to future, not past events. In this context, forward-looking statements often address a company’s expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. Forward-looking statements contained in this news release include, without limitation, statements with respect to: the expected synergies and benefits of the Transaction, the future price of nickel, copper, gold, and cobalt, the estimation of mineral resources, costs and timing of the development of projects and new deposits, success of exploration, currency fluctuations, requirements for additional capital, government regulation of mining operations, and environmental risks. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, risks associated with the results of regulatory approvals for the Arrangement, the integration of MetalCorp with Palladium One, the quality of the title of MetalCorp to its assets and the extent of any known, unknown or contingent liabilities of MetalCorp, the results of the exploration at Hemlo East or North Rock Copper, the accuracy of the mineral resource estimates at Hemlo East or North Rock Copper; project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in palladium and other commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the absence of dividends; competition; dilution; the volatility of our common share price and volume; and tax consequences to Canadian and U.S. shareholders. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/164673


Topic: Press release summary

Palladium One Initiates 2023 Exploration Program and Expands the Tyko Nickel – Copper Project, Canada

Palladium One Mining Inc. (TSXV: PDM) (OTCQB: NKORF) (FSE: 7N11) (the “Company” or “Palladium One”) is pleased to report that a high-resolution airborne magnetic survey has commenced at Tyko and that the Company has acquired an additional 4,520 hectares through staking contiguous with the Tyko Nickel – Copper Project, in Ontario, Canada (Figure 1).

Figure 1. New Tyko property position map showing various mineralized zones, multi-line VTEM anomalies and interpreted feeder dyke / chonolith structures. Background is the 2021 survey magnetic survey Calculated Vertical Gradient (“CVG”). Greyed out zones are controlled by third parties.

President and CEO, Derrick Weyrauch commented, “This low-cost strategic expansion of the Tyko property secures additional ground interpreted to host prospective feeder dykes / chonolith structures. The 2023 high-resolution magnetic survey, that is currently being flown, will incorporate these new claims and will greatly refine structures across the entire property. Results of the magnetic survey will be compiled in 3D along with a broad soil sampling / mapping program that is scheduled to start in Q2.”

The new high-resolution magnetic survey is being flown by helicopter at 75-meter spacings and will comprise 4,520 line-kilometres. The survey is expected to be completed in February. The increased resolution of this survey will enable the Company to “see through the clutter” of the numerous later cross cutting diabase dykes at Tyko and improve drill targeting of the feeder dykes / chonolith structures.

Figure 1. New Tyko property position map showing various mineralized zones, multi-line VTEM anomalies and interpreted feeder dyke / chonolith structures. Background is the 2021 survey magnetic survey Calculated Vertical Gradient (“CVG”). Greyed out zones are controlled by third parties.
https://images.newsfilecorp.com/files/6502/152488_845f83cc7452ab84_001full.jpg.

About Tyko Nickel – Copper – Cobalt Project

The Tyko Nickel – Copper – Cobalt Project, is located approximately 65 kilometers northeast of Marathon Ontario, Canada. Tyko is an early stage, high sulphide tenor, nickel – copper (2:1 ratio) project and currently has five known mineralized zones spanning over a 20 kilometer strike length.

Qualified Person

The technical information in this release has been reviewed and verified by Neil Pettigrew, M.Sc., P. Geo., Vice President of Exploration and a director of the Company and the Qualified Person as defined by National Instrument 43-101.

About Palladium One

Palladium One Mining Inc. (TSXV: PDM) is focused on discovering environmentally and socially conscious Metals for Green Transportation. A Canadian mineral exploration and development company, Palladium One is targeting district scale, platinum-group-element (PGE)-copper-nickel deposits in Canada and Finland. The Lantinen Koillismaa (LK) Project in north-central Finland, is a PGE-copper-nickel project that has existing NI43-101 Mineral Resources, while both the Tyko and Canalask high-grade nickel-copper projects are located in Ontario and the Yukon, Canada, respectively. Follow Palladium One on LinkedIn, Twitter, and at www.palladiumoneinc.com.

ON BEHALF OF THE BOARD
“Derrick Weyrauch”
President & CEO, Director

For further information contact:
Derrick Weyrauch, President & CEO
Email: info@palladiumoneinc.com


Topic: Press release summary

Palladium One Announces Increase in Brokered Private Placement Financing from C$3 million to C$4.2 million

Palladium One Mining Inc. (TSXV: PDM) (OTCQB: NKORF) (FSE: 7N11) (the “Company” or “Palladium One”) is pleased to announce that it has increased the previously announced brokered private placement from $3 million to $4.2 million.

The Company will issue up to 21,000,000 units on a charity flow-through basis (the “Charity FT Units”) at a price of $0.20 per Charity FT Unit (the “Charity FT Issue Price”) for gross proceeds of up to $4,200,000 (“Offering”). Each Charity FT Unit will consist of one common share of the Company (each, a “Charity FT Share”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Charity FT Warrant”), and each Charity FT Share and Charity FT Warrant will be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada). Each Charity FT Warrant will entitle the holder thereof to purchase one non flow-through Common Share (a “Warrant Share”) at an exercise price of $0.20 for a period of 36 months from the date of issuance thereof. The Charity FT Units will be offered for sale to purchasers in all the provinces and territories of Canada (other than Quebec) in reliance on the listed issuer financing exemption available in Part 5A.2 National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and will not be subject to any statutory hold periods.

The Offering will be led by Echelon Capital Markets (“Echelon”, the “Lead Agent”) and along with Sprott Capital Partners LP and Research Capital Corporation (collectively “Agents”). As compensation, the Agents will be entitled to a cash fee in an amount equal to 6% of the gross proceeds from the Offering. In addition, the Agents will receive non-transferable warrants (the “Broker Warrants”) exercisable at any time prior to the date that is 24 months from the Closing Date to acquire that number of units (each comprised of one common share and one-half of one warrant with an exercise price of $0.20 for a period of 36 months) which is equal to 6.0% of the number of Charity FT Units sold under the Offering at an exercise price equal to $0.14.

In addition, the Company’s non-brokered flow-through unit financing (“FT Units”) to be issued at unit price (“FT Unit Price”) remains unchanged.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at www.palladiumoneinc.com. Prospective investors should read this offering document before making an investment decision.

An amount equal to the gross proceeds from the issuance of the FT Units and Charity FT Units will be used to incur, on the Company’s Canadian mineral exploration properties, Canadian exploration expenses that will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada) and that will also qualify as “eligible Ontario exploration expenditures” within the meaning of subsection 103(4) of the Taxation Act, 2007 (Ontario) (collectively, the “Qualifying Expenditures”). The Qualifying Expenditures will be incurred on or before December 31, 2023 and will be renounced by the Corporation to the subscribers with an effective date no later than December 31, 2022 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 issue of the FT Units and Charity FT Units. In the event that the Corporation is unable to renounce the FT Issue Price and Charity FT Issue Price on or prior to December 31, 2022 for each FT Unit and Charity FT Unit purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Corporation 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 Income Tax Act (Canada) as a result of the Corporation’s failure to renounce the Qualifying Expenditures as agreed.

The Offering and the Non-Brokered Offering are expected to close on or about December 20, 2022, or such other date or dates as the Company and the Lead Underwriter may agree (the “Closing Date”) and are subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Palladium One

Palladium One Mining Inc. (TSXV: PDM) is focused on discovering environmentally and socially conscious Metals for Green Transportation. A Canadian mineral exploration and development company, Palladium One is targeting district scale, platinum-group-element (PGE)-copper-nickel deposits in Canada and Finland. The Lantinen Koillismaa (LK) Project in north-central Finland, is a PGE-copper-nickel project that has existing NI43-101 Mineral Resources, while both the Tyko and Canalask high-grade nickel-copper projects are located in Ontario and the Yukon, Canada, respectively. Follow Palladium One on LinkedIn, Twitter, and at www.palladiumoneinc.com.

ON BEHALF OF THE BOARD

“Derrick Weyrauch”

President & CEO, Director

For further information contact:

Derrick Weyrauch, President & CEO

Email: info@palladiumoneinc.com

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States of America. The common shares of Palladium One Mining Inc. have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Information set forth in this press release may contain forward-looking statements. Forward-looking statements are statements that relate to future, not past events. In this context, forward-looking statements often address a company’s expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. These forward-looking statements include, but are not limited to, statements relating to the timing and completion of the Offering, the satisfaction and timing of the receipt of required stock exchange‎approvals and other conditions to closing of the Offering and the intended use of the proceeds of the Offering. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in palladium and other commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the absence of dividends; competition; dilution; the volatility of our common share price and volume; and tax consequences to Canadian and U.S. Shareholders. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

Not for distribution to United States newswire services or for dissemination in the United States






Topic: Press release summary



Palladium One Announces C$4.0 million Private Placement Financing

Palladium One Mining Inc. (TSXV: PDM) (OTCQB: NKORF) (FSE: 7N11) (the “Company” or “Palladium One”) is pleased to announce a brokered private placement of up to 15,000,000 units of the Company issued on a charity flow-through basis (the “Charity FT Units”) at a price of $0.20 per Charity FT Unit (the “Charity FT Issue Price”) for gross proceeds of up to $3,000,000 (“Offering”). Each Charity FT Unit will consist of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “Charity FT Share”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “Charity FT Warrant”) each to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada). Each Charity FT Warrant will entitle the holder thereof to purchase one non flow-through Common Share (a “Warrant Share”) at an exercise price of $0.20 for a period of 36 months from the date of issuance thereof. The Charity FT Units will be offered for sale to purchasers in all the provinces and territories of Canada (other than Quebec) in reliance on the listed issuer financing exemption available in Part 5A National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and will not be subject to any statutory hold periods.

In connection with the Offering, the Company has entered into an agreement with Echelon Capital Markets (“Echelon”), on its own behalf and, if applicable, on behalf of a syndicate of agents (collectively the “Agents”). As compensation, the Agents will be entitled to a cash fee in an amount equal to 6% of the gross proceeds from the Offering. In addition, the Agents will receive non-transferable warrants (the “Broker Warrants”) exercisable at any time prior to the date that is 24 months from the Closing Date to acquire that number of Common Shares which is equal to 6.0% of the number of Charity FT Units sold under the Offering at an exercise price equal to $0.14. In addition, the Company shall grant the Agents an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in at any time up to 48 hours prior to the closing date of the Offering, to purchase up to an additional number of Charity FT Units as is equal to 15% of the number of the Charity FT Units issued under the Offering, on the same terms as set forth above, to cover over-allotments, if any, and for market stabilization purposes.

In addition, the Company will issue up to 6,666,667 units of the Company on a flow-through basis (the “FT Units”) at a price of $0.15 per FT Unit (the “FT Issue Price”) for gross proceeds of up to $1,000,000 issued on a non-brokered basis (“Non-Brokered Offering”). Each FT Unit will consist of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half of one common share purchase warrant of the Company (each whole common share purchase warrant, a “FT Warrant”) each to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada). Each FT Warrant will entitle the holder thereof to purchase Warrant Share at an exercise price of $0.20 for a period of 24 months from the date of issuance thereof. All securities issued or issuable under the Non-Brokered Offering will be subject to a statutory hold period lasting four months and one day following the closing of the Non-Brokered Offering.

No fees will be paid in connection with the Non-Brokered Offering.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at www.palladiumoneinc.com. Prospective investors should read this offering document before making an investment decision.

An amount equal to the gross proceeds from the issuance of the FT Units and Charity FT Units will be used to incur, on the Company’s Canadian mineral exploration properties, Canadian exploration expenses that will qualify as “flow-through mining expenditures”, as defined in subsection 127(9) of the Income Tax Act (Canada) and that will also qualify as “eligible Ontario exploration expenditures” within the meaning of subsection 103(4) of the Taxation Act, 2007 (Ontario) (collectively, the “Qualifying Expenditures”). The Qualifying Expenditures will be incurred on or before December 31, 2023 and will be renounced by the Corporation to the subscribers with an effective date no later than December 31, 2022 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 issue of the FT Units and Charity FT Units. In the event that the Corporation is unable to renounce the FT Issue Price and Charity FT Issue Price on or prior to December 31, 2022 for each FT Unit and Charity FT Unit purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Corporation 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 Income Tax Act (Canada) as a result of the Corporation’s failure to renounce the Qualifying Expenditures as agreed.

The Offering and the Non-Brokered Offering are expected to close on or about December 20, 2022 or such other date or dates as the Company and the Lead Underwriter may agree (the “Closing Date”) and are subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Palladium One

Palladium One Mining Inc. (TSXV: PDM) is focused on discovering environmentally and socially conscious Metals for Green Transportation. A Canadian mineral exploration and development company, Palladium One is targeting district scale, platinum-group-element (PGE)-copper-nickel deposits in Canada and Finland. The Lantinen Koillismaa (LK) Project in north-central Finland, is a PGE-copper-nickel project that has existing NI43-101 Mineral Resources, while both the Tyko and Canalask high-grade nickel-copper projects are located in Ontario and the Yukon, Canada, respectively. Follow Palladium One on LinkedIn, Twitter, and at www.palladiumoneinc.com.

ON BEHALF OF THE BOARD

“Derrick Weyrauch”

President & CEO, Director

For further information contact:

Derrick Weyrauch, President & CEO

Email: info@palladiumoneinc.com

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Neither the TSX Venture Exchange nor its Market Regulator (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States of America. The common shares of Palladium One Mining Inc. have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Information set forth in this press release may contain forward-looking statements. Forward-looking statements are statements that relate to future, not past events. In this context, forward-looking statements often address a company’s expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. These forward-looking statements include, but are not limited to, statements relating to the timing ‎and ‎completion of the Offering, the satisfaction and timing of the receipt of required stock ‎exchange ‎approvals and other conditions to closing of the Offering and the intended use of the ‎ proceeds of the ‎ Offering. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in palladium and other commodity prices; title matters; environmental liability claims and insurance; reliance on key personnel; the absence of dividends; competition; dilution; the volatility of our common share price and volume; and tax consequences to Canadian and U.S. Shareholders. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

Not for distribution to United States newswire services or for dissemination in the United States






Topic: Press release summary