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Nican Ltd
Symbol NICN
Shares Issued 111,698,902
Close 2026-02-19 C$ 0.045
Market Cap C$ 5,026,451
Recent Sedar+ Documents

Nican arranges $1.27-million private placement

2026-02-20 10:50 ET - News Release

Mr. Brad Humphrey reports

NICAN ANNOUNCES NON-BROKERED PRIVATE PLACEMENT WITH STRATEGIC INVESTOR MICHAEL GENTILE FOR GROSS PROCEEDS OF UP TO $1,270,000

Nican Ltd. intends to complete a non-brokered private placement for maximum aggregate gross proceeds of up to $1.27-million, pursuant to which up to 17.9 million units (as defined below) are expected to be purchased by strategic investor Michael Gentile.

The offering will consist of the sale of: (i) up to 7.9 million hard-dollar units of the company at a price of five cents per hard-dollar unit for gross proceeds from the hard-dollar units of up to $395,000; and (ii) up to 10 million charity flow-through units of the company at a price of 8.75 cents per charity flow-through unit for gross proceeds from the charity flow-through units of up to $875,000. Each hard-dollar unit will comprise one common share of the company and one common share purchase warrant of the company, with each warrant entitling the holder thereof to purchase an additional share of the company at an exercise price of 7.5 cents per warrant share for 36 months from the closing of the offering. Each charity flow-through unit will comprise one common share of the company issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one warrant, which will also qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

The warrants and all prior share purchase warrants held by Mr. Gentile will be subject to a 20-per-cent blocker provision that restricts the exercise of any warrants in the event that such exercise would result in the applicable securityholder holding 20 per cent or more of the issued and outstanding shares at such time. Therefore, it is not expected that the offering as described herein will result in the creation of a new control person, as such term is defined in the policies of the TSX Venture Exchange, of the company.

The company will use an amount equal to the gross proceeds from the sale of the charity flow-through units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures, as both terms are defined in the Income Tax Act (Canada), related to the company's mineral projects located in Manitoba, on or before Dec. 31, 2027, and to renounce all the qualifying expenditures in favour of the subscribers of the charity flow-through units with an effective date not later than Dec. 31, 2026. The company intends to use the proceeds raised from the sale of the hard-dollar units for general working capital purposes.

The offering is scheduled to close on or about March 12, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the exchange of the offering. The company may pay finders' fees to eligible finders in connection with the offering in accordance with the policies of the exchange. All securities to be issued and issuable pursuant to the offering will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

About Nican Ltd.

Nican is a mineral exploration company, trading under the symbols NICN on the TSX-V, NILTF on the OTCQB and W8Y on the Frankfurt Stock Exchange. The company is actively exploring two projects: the high-grade nickel-copper Wine project and highly prospective Pipy project, both located in well-established mining jurisdictions in Manitoba, Canada.

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