Mr. Brad Humphrey reports
NICAN ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Nican Ltd. intends to complete a non-brokered private placement for maximum aggregate gross proceeds of up to $1.4-million. The offering will consist of the sale of any combination of: (i) hard-dollar units of the company at a price of five cents per hard-dollar unit; and (ii) flow-through units of the company at a price of five cents per flow-through unit.
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 six cents per warrant share for 24 months from the closing of the offering. Each flow-through unit will comprise one common share of the company and one warrant. The flow-through shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada). The company may elect to accelerate the expiry date of the warrants in the event that the volume-weighted average trading price of the shares on the TSX Venture Exchange equals or exceeds 18 cents for 20 consecutive trading days, in which case the warrants will expire 30 days after the date that the issuer provides written notice of acceleration.
The company will use an amount equal to the gross proceeds from the sale of the 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, 2026, and to renounce all the qualifying expenditures in favour of the subscribers of the flow-through units with an effective date not later than Dec. 31, 2025. The company intends to use the proceeds raised from the sale of the hard-dollar units for general working capital purposes.
The company reserves the right to increase the size of the offering by up to 25 per cent of the size of the offering, pursuant to which the company may offer for sale any combination of additional hard-dollar units and flow-through units for additional gross proceeds of up to $350,000. The upsize option may be exercised in whole or in part in the company's sole discretion at any time up to the closing of the offering. If the offering is fully subscribed and the upsize option is exercised in full, the total gross proceeds of the offering are expected to be approximately $1.75-million and the total number of units that will be issued is 35 million units.
The offering is scheduled to close on or about Oct. 8, 2025, 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. 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.
It is expected that certain directors and officers of the company may participate in the offering. The participation of insiders in the offering will constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as neither the fair market value of the securities to be acquired by the participating insiders nor the consideration to be paid by such directors and officers is anticipated to exceed 25 per cent of the company's market capitalization.
About Nican Ltd.
Nican is a mineral exploration company, trading under the symbol NICN on the TSX-V. The company is actively exploring two nickel projects, both located in well-established mining jurisdictions in Manitoba, Canada.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.