Mr. Alain Tremblay reports

NI-CO ENERGY INC. COMPLETES INITIAL PUBLIC OFFERING

Ni-Co Energy Inc. has closed its previously announced initial public offering for total gross proceeds of $1,968,024.80. Pursuant to the offering, the company issued an aggregate of 7,123,333 common shares of the company, consisting of: (i) 6,588,500 common shares issued on a non-flow-through basis (the hard shares) at a price of 25 cents per hard share for gross proceeds of $1,647,125; and (ii) 534,833 common shares issued as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada) at a price of 60 cents per FT share for gross proceeds of $320,899.80.

The common shares are expected to commence trading on the TSX Venture Exchange at the opening of markets on or about July 15, 2026, under the symbol NICE.

The offering was completed pursuant to the company's final prospectus dated May 29, 2026, filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Ontario and Quebec. A copy of the final prospectus is available under the company's profile on SEDAR+.

The offering was conducted in the provinces of British Columbia, Alberta, Ontario and Quebec. As originally offered, the offering contemplated a minimum of six million common shares and up to 12 million common shares for minimum gross proceeds of $1.5-million and maximum gross proceeds of $3-million. The company and the agent also had the ability to elect to issue up to 1,333,333 FT shares for maximum gross proceeds of $800,000.

The offering was conducted on a commercially reasonable effort agency basis by Research Capital Corp. In consideration for the services provided by the agent in connection with the offering, the company paid the agent a cash commission in the aggregate amount of $93,848.49, equal to 10.0 per cent of the gross proceeds from the offering, other than in respect of gross proceeds from the sale of securities to purchasers identified by the company on the president's list, for which a reduced cash commission of 4.0 per cent was paid. The company also issued to the agent 345,433 non-transferable warrants and paid the agent a corporate finance fee of $50,000 plus GST. Each agent's warrant is exercisable to acquire one common share at an exercise price of 25 cents per common share for a period of 24 months following the closing of the offering, subject to adjustment in certain events.

Following completion of the offering, the company has 71,228,583 common shares issued and outstanding, of which 38,315,450 common shares are subject to escrow pursuant to National Instrument 46-201 (Escrow for Initial Public Offerings) and 39,640,250 common shares are expected to be subject to contractual restrictions on transfer pursuant to lock-up agreements entered into in connection with the offering.

The 38,315,450 common shares, which are all held by Ni-Co Exploration Inc. are subject to release in accordance with the following schedule under National Instrument 46-201 (Escrow for Initial Public Offerings).

Release date    Portion of escrowed securities released

July 7, 2026    3,831,545 escrowed securities (10%)    
Jan. 7, 2027    5,747,318 escrowed securities (15%)    
July 7, 2027    5,747,318 escrowed securities (15%)    
Jan. 7, 2028    5,747,318 escrowed securities (15%)    
July 7, 2028    5,747,318 escrowed securities (15%)    
Jan. 7, 2029    5,747,318 escrowed securities (15%)    
July 7, 2029    5,747,315 escrowed securities (15%)    

In addition, 39,640,250 common shares are expected to be subject to contractual restrictions on transfer pursuant to lock-up agreements in favour of the agent for a period beginning on the closing of the offering and ending 180 days thereafter.

Multilateral Instrument 61-101 disclosure

Certain related parties of the company participated in the offering: (i) Jonathan Paquet, director of the company, purchased 60,000 hard shares at a price of 25 cents per hard share; and (ii) Isabelle Gauthier, chief financial officer of the company, purchased 50,000 FT shares at a price of 60 cents per FT share. In total, the related parties acquired an aggregate of 60,000 hard shares and 50,000 FT shares under the offering for an aggregate purchase price of $45,000.

Each such subscription is considered to be a related-party transaction of the company for purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). In completing such subscriptions, the company relied upon exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101, and is exempt from the minority approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to the related parties, nor the consideration paid by the related parties exceeded 25 per cent of the company's market capitalization.

The company did not file a material change report more than 21 days before the expected closing date of the offering as the details of the related parties' participation in the offering were not settled until shortly prior to closing and the company wished to close the offering on an expedited basis for sound business reasons.

An electronic or paper copy of the final prospectus and any amendment may be obtained, without charge, from the agent by e-mail at schiu@researchcapital.com or by phone at 778-373-4088, by providing the agent with an e-mail address or address, as applicable.

About Ni-Co Energy Inc.

Ni-Co Energy is a junior exploration company focused on identifying and developing mineral properties in Quebec, with a particular focus on its Kremer property located in the ZEC Lavigne northwest of the town of Saint-Come, Que. The company is advancing exploration on the Kremer property and pursuing additional opportunities with nickel, cobalt and copper potential.

We seek Safe Harbor.