Nicola hopes to list ADRs for Nasdaq listing

Executive Summary

• Nicola Mining Inc. provided an update on its proposed listing on the Nasdaq stock exchange via American Depositary Receipts (ADRs), aiming to be among the first Canadian companies to utilize this specific cross-listing structure.
• The company is currently subject to review by Nasdaq under the new Rule IM-5101-3 (adopted December 2025), which grants Nasdaq discretionary authority to deny initial listings based on qualitative risk assessments, such as susceptibility to manipulation, even if quantitative requirements are met.
• Nicola highlights the strategic advantages of the ADR structure, including the ability to meet Nasdaq price requirements without a reverse share consolidation, preservation of the existing capital structure, and access to U.S. institutional investors while maintaining liquidity on the TSX Venture Exchange.

Key Details

• Listing Structure: Nicola is pursuing a listing via American Depositary Receipts (ADRs) on Nasdaq, rather than a direct listing or reverse split.
• Strategic Rationale:
  • Avoids the negative market optics and stigma associated with reverse share consolidations (rollbacks) used to meet minimum price thresholds.
  • Allows establishment of an ADR-to-ordinary-share ratio to achieve required trading prices without altering the underlying share count.
  • Preserves the integrity of the existing capital structure (shares, warrants, options, and convertible instruments remain unchanged).
  • Enables dual-market liquidity: Canadian/international investors trade ordinary shares on the TSX Venture Exchange, while U.S. investors trade ADRs on Nasdaq.
• Regulatory Context:
  • Nasdaq adopted Rule IM-5101-3 in December 2025.
  • This rule expands Nasdaq's discretionary authority to deny initial listings even if quantitative requirements (minimum share price, market cap, shareholder count, governance) are satisfied.
  • Nasdaq can now conduct a qualitative risk assessment to reject listings deemed susceptible to manipulation or other market integrity risks.
• Company Assets (for context):
  • 100% owned mill and tailings facility near Merritt, B.C. (fully permitted, processes gold and silver).
  • 100% owned Craigmont project (high-grade copper, >10,800 hectares, adjacent to Highland Valley Copper).
  • 100% owned Treasure Mountain property (fully permitted high-grade silver mine, >2,200 hectares).

Notable Quotes

• Peter Espig, Chief Executive Officer: "Nicola, its legal team and Nasdaq continue to work sedulously towards assuring a sound structure as we move forward with this strategic structure. We remain committed to prudently move forward in a structure beneficial to the U.S. markets while striving for stability to our Canadian shareholders."