Premium Income : At-The-Market Prospectus Supplement (English)

This prospectus supplement together with the short form base shelf prospectus to which it relates dated August 23, 2022, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein and in the short form base shelf prospectus, as amended or supplemented, 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. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus dated August 23, 2022 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 secretary of Mulvihill Capital Management Inc., the manager of the issuer, at 121 King Street West, Suite 2600, P.O. Box 113, Toronto, Ontario M5H 3T9 [e-mail] by calling 416.681.3966, toll-freeat 1.800.725.7172 and are also available electronically atwww.sedar.com.

New Issue	PROSPECTUS SUPPLEMENT	September 7, 2022
	(To a Short Form Base Shelf Prospectus dated August 23, 2022)

$34,300,000 Preferred Shares

$15,700,000 Class A Shares

This prospectus supplement (the "Prospectus Supplement"), together with the short form base shelf prospectus dated August 23, 2022, qualifies the distribution of preferred shares (the "Preferred Shares") of Premium Income Corporation (the "Fund") having an aggregate market value of up to $34,300,000 and class A shares (the "Class A Shares") of the Fund having an aggregate market value of up to $15,700,000 (the "Offering"). Preferred Shares and Class A Shares are issued only on the basis that an equal number of Preferred Shares and Class A Shares will be outstanding. The Fund is a mutual fund corporation incorporated under the laws of the Province of Ontario.

The Fund invests in a portfolio (the "Portfolio") consisting principally of common shares of Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada, The Toronto-Dominion Bank (collectively, the "Banks") and National Bank of Canada.

The Preferred Shares and the Class A Shares are listed for trading on the Toronto Stock Exchange (the "TSX") under the symbols "PIC.PR.A" and "PIC.A", respectively. On September 2, 2022, the closing price on the TSX of the Preferred Shares was $14.22 and of the Class A Shares was $6.78. As at August 31, 2022, the most recently calculated NAV per Unit (as defined herein) prior to the pricing of the Offering on August 31, 2022, was $19.54. The TSX has conditionally approved the listing of the Preferred Shares and Class A Shares offered hereby. Listing will be subject to the Fund fulfilling all of the listing requirements of the TSX.

Mulvihill Capital Management Inc., in its capacity as manager and investment manager of the Fund (the "Manager") and the Fund have entered into an equity distribution agreement dated September 7, 2022 (the "Equity Distribution Agreement") with National Bank Financial Inc. (the "Agent") pursuant to which the Fund may distribute Preferred Shares and Class A Shares from time to time through the Agent, as agent, in accordance with the terms of the Equity Distribution Agreement. Sales of Preferred Shares and Class A Shares, if any, under this Prospectus Supplement and the Prospectus are anticipated to be made in transactions that are deemed to be "at-the-market distributions" as defined in National Instrument 44-102 - Shelf Distributions ("NI 44-102"), including sales made directly on the TSX or on any other existing trading market for the Preferred Shares or Class A Shares, as applicable, in Canada. The Preferred Shares and Class A Shares will be distributed at the market prices prevailing at the time of the sale. As a result, prices at which Preferred Shares and Class A Shares are sold may vary as between purchasers and during the period of any distribution. In accordance with paragraph 9.3(2)(a) of National Instrument 81-102 - Investment Funds ("NI 81-102"), the issue price of the Preferred Shares and/or Class A Shares will not (a), as far as reasonably practicable, be a price that causes dilution of the NAV of the Fund's other outstanding securities at the time of issue and (b) be a price that is less than 100% of the most recently calculated NAV per Unit. There is no minimum amount of funds that must be raised under this Offering. This means that the Offering may terminate after raising only a portion of the Offering amount set out above, or none at all. See "Plan of Distribution".

The Fund will pay the Agent compensation for its services in acting as agent in connection with the sale of Preferred Shares and Class A Shares pursuant to the Equity Distribution Agreement of up to 2.5% of the gross sales price per Preferred Share sold and up to 2.5% of the gross sales price per Class A Share sold (the "Commission").

As agent, the Agent will not engage in any transactions to stabilize or maintain the price of the Preferred Shares or Class A Shares. No Agent, or underwriter of the at-the-market distribution, and no person or company acting jointly or in concert with such Agent or underwriter may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Preferred Shares or Class A Shares or securities of the same class as the Preferred Shares and/or Class A Shares distributed under this Prospectus Supplement, including selling an aggregate number or principal amount of Preferred Shares and/or Class A Shares that would result in the Agent or underwriter creating an over-allocation position in the Preferred Shares and/or Class A Shares. See "Plan of Distribution".

An investment in the Preferred Shares or the Class A Shares involves a degree of risk. It is important for prospective investors to consider the risk factors described in this Prospectus Supplement and the Prospectus (as defined herein). See "Risk Factors".

PROSPECTUS SUPPLEMENT
GLOSSARY OF TERMS .........................................................................................................................................	S-1
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING SHORT FORM BASE SHELF PROSPECTUS........................................................	S-5
FORWARD LOOKING STATEMENTS ................................................................................................................	S-5
ELIGIBILITY FOR INVESTMENT........................................................................................................................	S-5
DOCUMENTS INCORPORATED BY REFERENCE ...........................................................................................	S-6
THE FUND ..............................................................................................................................................................	S-7
CONSOLIDATED CAPITALIZATION .................................................................................................................	S-8
USE OF PROCEEDS ...............................................................................................................................................	S-9
DESCRIPTION OF THE SHARES OF THE FUND...............................................................................................	S-9
DISTRIBUTION HISTORY ..................................................................................................................................	S-13
EARNINGS COVERAGE RATIOS ......................................................................................................................	S-13
TRADING PRICES AND VOLUMES..................................................................................................................	S-14
PLAN OF DISTRIBUTION...................................................................................................................................	S-14
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...........................................................................	S-16
EXCHANGE OF TAX INFORMATION ..............................................................................................................	S-19
RISK FACTORS ....................................................................................................................................................	S-19
INTEREST OF EXPERTS .....................................................................................................................................	S-20
TRANSFER AGENT AND REGISTRAR, CUSTODIAN AND AUDITOR .......................................................	S-20
PURCHASERS' STATUTORY RIGHTS .............................................................................................................	S-20
CERTIFICATE OF THE AGENT ..........................................................................................................................	C-1

PROSPECTUS
GLOSSARY OF TERMS ............................................................................................................................................	1
FORWARD LOOKING STATEMENTS...................................................................................................................	4
DOCUMENTS INCORPORATED BY REFERENCE ...............................................................................................	4
THE FUND ..................................................................................................................................................................	6
INVESTMENT OVERVIEW......................................................................................................................................	9
DESCRIPTION OF THE SHARES OF THE FUND ................................................................................................	11
DESCRIPTION OF SHARE CAPITAL....................................................................................................................	14
DISTRIBUTION HISTORY.....................................................................................................................................	14
USE OF PROCEEDS.................................................................................................................................................	14
PLAN OF DISTRIBUTION ......................................................................................................................................	14
ORGANIZATION AND MANAGEMENT OF THE FUND....................................................................................	15
RISK FACTORS........................................................................................................................................................	16
FEES AND EXPENSES............................................................................................................................................	20
LEGAL MATTERS ...................................................................................................................................................	20
PURCHASERS' STATUTORY RIGHTS.................................................................................................................	20
CERTIFICATE OF THE FUND AND THE MANAGER ......................................................................................	C-1

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GLOSSARY OF TERMS

In this Prospectus Supplement, the following terms have the meanings set forth below, unless otherwise indicated. Unless otherwise indicated, all references to dollar amounts in this Prospectus Supplement are to Canadian dollars.

"1933 Act" means the United States Securities Act of 1933, as it may be amended from time to time.

"Banks" means collectively, Bank of Montreal, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce, Royal Bank of Canada and The Toronto-Dominion Bank.

"Board of Directors" means the board of directors of the Fund.

"Business Day" means any day on which the TSX is open for business.

"Capital Gains Dividends" has the meaning given to such term under "Canadian Federal Income Tax Considerations

- Tax Treatment of the Fund" in this Prospectus Supplement.

"cash equivalents" means, and for the purposes of "cash cover" and "cash covered put option", "cash" as used therein means:

1. cash on deposit at the Fund's custodian;
2. an evidence of indebtedness that has a remaining term to maturity of 365 days or less and that is issued, or fully and unconditionally guaranteed as to principal and interest, by:
3. 1. any of the federal or provincial Governments of Canada;
   2. the Government of the United States; or
   3. a Canadian financial institution;

provided that, in the case of (ii) and (iii), such evidence of indebtedness has a rating of at least R-1 (mid) by DBRS Limited or the equivalent rating from another designated rating organization; or

1. other cash cover as defined in NI 81-102.

"CCPC" has the meaning given to such term under "Canadian Federal Income Tax Considerations - Disposition of Shares" in this Prospectus Supplement.

"CDS" means CDS Clearing and Depository Services Inc.

"CDS Participant" means a participant in CDS.

"Class A Market Price" means the weighted average trading price of the Class A Shares on the principal stock exchange on which the Class A Shares are listed (or, if the Class A Shares are not listed on any stock exchange, on the principal market on which the Class A Shares are quoted for trading) for the 10 trading days immediately preceding the applicable Valuation Date.

"Class A Share" means a transferable, redeemable class A share of the Fund.

"Class B Share" means a transferable, redeemable class B share of the Fund.

"controlling individual" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"CRA" means the Canada Revenue Agency.

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"CRS Rules" has the meaning given to such term under "Exchange of Tax Information" in this Prospectus Supplement.

"Dividend Payment Date" means the last day of January, April, July and October in each year.

"FHSA" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"FHSA Amendments" has the meaning given to such term under "Eligibility for Investment" in this Prospectus Supplement.

"Fund" means Premium Income Corporation, a mutual fund corporation incorporated under the laws of the Province of Ontario.

"IFRS" has the meaning given to such term under "Earnings Coverage Ratios" in this Prospectus Supplement.

"Investment Objectives" means the investment objectives of the Fund described under "The Fund - Investment Objectives" in this Prospectus Supplement.

"Investment Restrictions" means the investment restrictions of the Fund, including without limitation those described under "The Fund - Investment Restrictions" in this Prospectus Supplement.

"Investment Strategies" means the investment strategies of the Fund described under "The Fund - Investment Strategies" in this Prospectus Supplement.

"July 2021 ATM" has the meaning given to such term under "The Fund" in this Prospectus Supplement.

"Manager" means Mulvihill Capital Management Inc. (formerly Strathbridge Asset Management Inc.), in its capacity as manager and investment manager of the Fund.

"NAV" means net asset value.

"NAV of the Fund" means (i) the aggregate value of the assets of the Fund, less (ii) the aggregate value of the liabilities of the Fund (the Preferred Shares will not be treated as liabilities for these purposes), including any distributions declared and not paid that are payable to Shareholders on or before such date, less (iii) the stated capital of the Class B Shares ($1,000) as described in the current annual information form of the Fund.

"NAV per Unit" means the NAV of the Fund divided by the number of Units then outstanding.

"NI 44-102" means National Instrument 44-102 - Shelf Distributions.

"NI 81-102" means National Instrument 81-102- Investment Funds.

"October Valuation Date" means the last Business Day of October.

"Offering" means the offering of up to $34,300,000 of Preferred Shares and $15,700,000 of Class A Shares as contemplated in this Prospectus Supplement.

"Ordinary Dividends" has the meaning given to such term under "Canadian Federal Income Tax Considerations - Tax Treatment of the Fund" in this Prospectus Supplement.

"Portfolio" means the Fund's investment portfolio.

"Potential Redemption Date" means November 1, 2024 and thereafter a day that is the seventh year anniversary date of the immediately preceding potential date of redemption.

"Preferred Market Price" means the weighted average trading price of the Preferred Shares on the principal stock exchange on which the Preferred Shares are listed (or, if the Preferred Shares are not listed on any stock exchange, on

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