Mr. Brad Humphrey reports
NICAN ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT WITH STRATEGIC INVESTOR MICHAEL GENTILE FOR GROSS PROCEEDS OF $1,270,000
Nican Ltd. has closed its previously announced non-brokered private placement for aggregate gross proceeds of $1.27-million and welcomed Michael Gentile as a strategic investor. As of the closing of the offering (as defined below), Mr. Gentile holds 19.99 per cent of Nican's common shares on a non-diluted basis and 21.4 million warrants to purchase additional common shares. As further described below, Mr. Gentile has undertaken not to exercise any such warrants if doing so would result in his securityholding percentage in Nican increasing beyond 19.99 per cent without required shareholder and exchange approvals.
Brad Humphrey, president and chief executive officer of Nican, commented: "Nican is thrilled to welcome Michael as a strategic investor. Michael is a prominent junior mining investor known for his capital markets expertise and has a proven track record of identifying undervalued situations. We greatly appreciate Michael's continued support, deep sector knowledge and broad network, which provides Nican with an invaluable resource as we move our assets forward. This private placement enables Nican to continue to build on its recent successes at the Pipy project in Thompson, Man."
Transaction details
Nican has closed its previously announced non-brokered private placement for aggregate gross proceeds of $1.27-million, pursuant to which 17.9 million units (as defined below) were acquired by strategic investor Mr. Gentile.
The offering consisted of the sale of 7.9 million hard-dollar units of the company at a price of five cents per hard-dollar unit for gross proceeds of $395,000 and 10 million charity flow-through units of the company at a price of 8.75 cents per charity flow-through unit for gross proceeds of $875,000. Each hard-dollar unit comprised 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 comprised 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 was also issued 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 are subject to a 20-per-cent blocker that restricts the exercise of any warrants in the event that such exercise would result in their holder holding 20 per cent or more of the issued and outstanding shares at such time, unless the company has first obtained shareholder approval thereof in accordance with the policies of the TSX Venture Exchange and the exchange has in any case confirmed the suitability of the warrants' holder as a new control person of the company (as such term is defined in the policies of the exchange). Therefore, the offering has not resulted in the creation of a new control person (as such term is defined in the policies of the exchange) of the company. Pursuant to the offering, Mr. Gentile has become an insider 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 a flow-through mining expenditure within the meaning of Subsection 11.7(1) of the Income Tax Act (Manitoba) and as flow-through critical mineral mining expenditures as defined in Subsection 127(9) of 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 company did not pay any finders' fees in connection with the offering. All securities issued and issuable pursuant to the offering are subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
Early warning notices
Immediately prior to the close of the offering, Mr. Gentile beneficially owned, controlled or directed eight million shares and 3.5 million warrants to purchase shares, representing a securityholding percentage of approximately 9.98 per cent of the then-outstanding shares on a partially diluted basis, assuming exercise of all pre-existing warrants. Pursuant to the offering, Mr. Gentile acquired 17.9 million units, comprising 17.9 million shares and 17.9 million warrants, for an aggregate purchase price of $895,000. In addition, pursuant to the offering, Mr. Gentile has agreed and undertaken that he will not exercise any of his warrants if such exercise or acquisition would result in his owning, directly or indirectly, an aggregate of more than 19.99 per cent of the outstanding voting shares of the company. Accordingly, immediately following the close of the offering, Mr. Gentile beneficially owned, controlled or directed 25.9 million shares, 17.9 million warrants and 3.5 million pre-existing warrants, representing a securityholding percentage of approximately 19.99 per cent of the outstanding common shares, assuming exercise of up to 8,524 of the warrants or pre-existing warrants only, being the maximum permissible under the aforementioned agreement and undertaking. Mr. Gentile's address is 305 Ave. Brock N, Montreal-West, Que., H4X 2G4. Mr. Gentile has no current plans or intentions that relate to, or would result in, the matters listed in clauses (a) to (k) of Item 5 of Form 62-103F1, Required Disclosure Under the Early Warning Requirements. Mr. Gentile purchased the units for investment purposes. Mr. Gentile may, subject to applicable law and depending on market and other conditions and the availability of other investment and business opportunities, increase or decrease his beneficial ownership of the company's securities, whether in the open market, by privately negotiated agreements or otherwise, or may develop such plans or intentions in the future. This disclosure is provided pursuant to Multilateral Instrument 62-104, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be available on SEDAR+ under the company's issuer profile and may be obtained upon request from the company by contacting Sandy Notes.
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.
We seek Safe Harbor.
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