Nanalysis increases placement, closes first tranche

Executive Summary

• Nanalysis Scientific Corp. has closed the first tranche of its non-brokered private placement, raising approximately $2.5 million, and announced an upsize to the total offering size due to strong investor demand.
• The company plans to close the second tranche in January 2026, with total gross proceeds potentially reaching $6.0 million (combined first and second tranches) to be used for debt reduction and inventory purchases.
• The offering includes warrants with a 20-cent exercise price and a specific acceleration clause tied to share price performance on the TSX Venture Exchange.

Key Details

• First Tranche Closing:
  • Units issued: 16,526,283 units.
  • Price per unit: $0.15.
  • Gross proceeds: Approximately $2.5 million.
  • Use of proceeds: Debt reduction.
  • Finder's fee paid: $1,500 cash to Haywood Securities Inc.
  • Regulatory status: Subject to final acceptance of the TSX Venture Exchange.
  • Hold period: Four months and one day from issuance.
• Offering Upsize:
  • Additional units: Up to 23,333,333 units.
  • Price per unit: $0.15.
  • Additional gross proceeds: Up to $3.5 million.
  • Total potential gross proceeds: Up to $6.0 million.
  • Use of proceeds: Debt reduction and magnet inventory purchases.
  • Regulatory status: Subject to approval of the TSX Venture Exchange.
• Warrant Terms:
  • Structure: Each unit consists of one common share and one-half of one common share purchase warrant.
  • Exercise Price: $0.20 per share.
  • Expiry: Two years from the applicable closing date.
  • Acceleration Provision: If the share closing price on the TSX Venture Exchange equals or exceeds $0.30 for any 10 consecutive trading days, the company may accelerate the warrant expiry to 30 days after notice/press release.
• Insider Participation:
  • Insider: Sean Krakiwsky.
  • Subscription amount: $52,500.
  • Units subscribed: 350,000 units.
  • Transaction type: Related-party transaction under Multilateral Instrument 61-101.
  • Exemptions relied upon: Sections 5.5(a) and 5.7(1)(a) of MI 61-101 (fair market value does not exceed 25% of market capitalization).
• Finder's Fees:
  • Potential fee: Up to 5% on parts of proceeds for purchasers introduced by registered investment advisers, payable in cash.