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/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.
NiCan Limited. (TSXV: NICN,OTC:NILTF) ("NiCAN" or the "Company") is pleased to announce the closing of its previously announced (September 25, 2025) non-brokered private placement for aggregate gross proceeds of $1,500,000 (the "Offering"). The Offering consisted of the sale of (i) 11,430,000 hard-dollar units of the Company (the "HD Units") at a price of $0.05 per HD Unit for gross proceeds of $571,500, and (ii) 18,570,000 flow-through units of the Company (the "FT Units") at a price of $0.05 per FT Unit for gross proceeds of $928,500.
Each HD Unit was comprised of one common share of the Company (each, a "Share") and one common share purchase warrant of the Company (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase an additional Share (a "Warrant Share") at an exercise price of $0.06 per Warrant Share for 24 months from the closing of the Offering. Each FT Unit was comprised of one common share of the Company (each, a "FT Share") and one Warrant. The FT Shares 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 (the "Exchange") equals or exceeds $0.18 for twenty (20) consecutive trading days, in which case the Warrants will expire thirty (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 FT 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) (the "Qualifying Expenditures") related to the Company's mineral projects located in Manitoba, on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units with an effective date not later than December 31, 2025. The Company intends to use the proceeds raised from the sale of the HD Units for general working capital purposes.
Certain directors and officers of the Company (the "Insiders") have participated in the Offering and acquired an aggregate of 400,000 FT Units and 1,300,000 HD Units. The participation of Insiders in the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied 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 exceeds 25 percent of the Company's market capitalization.
In connection with the closing of the Offering, the Company paid commissions to certain finders and advisors of an aggregate of $1,800 in cash and 36,000 finder's warrants of the Company (the "Finder's Warrants"). Each Finder Warrant entitles the holder thereof to purchase one (1) Common Share (a "Finder Warrant Share") at an exercise price of C$0.05 per Finder Warrant Share for a period of thirty-six months from the closing of the Offering. All securities to be 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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About NiCAN
NiCan Limited 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.
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Cautionary Note Regarding Forward-Looking Statements
The information contained herein contains certain "forward-looking information" under applicable securities laws. Forward-looking information includes, but is not limited to: statements with respect to the Offering, the closing of the Offering, the use of proceeds and receipt of regulatory approvals of the Offering and the plans of the Company. Forward-looking information may be characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information includes changes in market conditions, fluctuating metal prices and currency exchange rates, the possibility of project cost overruns or unanticipated costs and expenses and permitting disputes and/or delays. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Nican Ltd.
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