Nican closes $1.27-million private placement

Executive Summary

• Nican Ltd. has closed a non-brokered private placement with strategic investor Michael Gentile, raising aggregate gross proceeds of $1.27 million.
• Mr. Gentile acquired 17.9 million units, bringing his total securityholding percentage to approximately 19.99% on a non-diluted basis, subject to a blocker that prevents him from exceeding this threshold without regulatory approval.
• The proceeds are allocated to eligible Canadian exploration expenses for Manitoba mineral projects (via charity flow-through units) and general working capital (via hard-dollar units).

Key Details

• Transaction Structure: Non-brokered private placement closed with strategic investor Michael Gentile.
• Total Gross Proceeds: $1,270,000.
• Investor Holdings:
  • Mr. Gentile holds 19.99% of Nican's common shares on a non-diluted basis.
  • Mr. Gentile holds 21.4 million warrants to purchase additional common shares.
  • Mr. Gentile undertook not to exercise warrants if doing so would increase his holding beyond 19.99% without required shareholder and exchange approvals.
• Unit Breakdown:
  • Hard-Dollar Units: 7.9 million units sold at $0.05 per unit for $395,000 in gross proceeds.
    • Each unit comprises one common share and one common share purchase warrant.
    • Warrants entitle holder to purchase shares at $0.075 per share for 36 months from closing.
  • Charity Flow-Through Units: 10 million units sold at $0.0875 per unit for $875,000 in gross proceeds.
    • Each unit comprises one common share issued as a flow-through share and one warrant issued as a flow-through share.
• Use of Proceeds:
  • Charity Flow-Through Proceeds ($875,000): To incur eligible Canadian exploration expenses qualifying as flow-through mining expenditures and flow-through critical mineral mining expenditures related to mineral projects in Manitoba. Expenditures to be renounced to subscribers by Dec. 31, 2026, with expenditures incurred on or before Dec. 31, 2027.
  • Hard-Dollar Proceeds ($395,000): For general working capital purposes.
• Regulatory/Compliance Details:
  • Blocker: Warrants are subject to a 20% blocker restricting exercise if it results in holding 20% or more of issued/outstanding shares, unless shareholder approval and exchange confirmation are obtained.
  • Insider Status: Mr. Gentile has become an insider of the company.
  • Hold Period: All securities are subject to a four-month and one-day hold period under Canadian securities laws.
  • Finders' Fees: None paid.
• Pre-Existing Holdings: Immediately prior to closing, Mr. Gentile held 8 million shares and 3.5 million warrants (approx. 9.98% on a partially diluted basis). He acquired 17.9 million units for an aggregate purchase price of $895,000.

Notable Quotes

• "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." — Brad Humphrey, President and CEO