Nicola Mining (NASDAQ: NICM) completes US$6.9M ADS and warrant raise
Rhea-AI Filing Summary
Nicola Mining Inc. closed the over-allotment option tied to its recent public offering of American Depositary Shares (ADSs) and warrants. The company issued an additional 139,534 ADSs at a public offering price of US$6.45 per share, generating gross proceeds of about US$900K.
With this partial over-allotment exercise, the option is now fully used and the total securities sold in the Offering reached 1,069,767 ADSs and warrants to purchase up to 1,069,767 ADSs, for aggregate gross proceeds of approximately US$6.9 million. The transaction was conducted under an effective Form F-10 shelf registration statement, with Maxim Group LLC acting as sole book-running manager, and no securities were sold to Canadian purchasers.
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Insights
Nicola Mining completes full $6.9M ADS equity raise under shelf.
Nicola Mining has fully utilized the over-allotment option on its ADS and warrant offering, lifting total gross proceeds to about US$6.9 million. The additional 139,534 ADSs at US$6.45 per share modestly expand the deal size.
This transaction was executed under an effective Form F-10 shelf, with Maxim Group LLC as sole book-running manager, and explicitly excluded Canadian purchasers. The structure uses ADSs and attached warrants, which can add future equity if the warrants are exercised.
Future disclosures may detail how this capital is deployed across Nicola’s milling facilities and mining projects, but the current information focuses on the completed financing terms rather than specific operational uses.
Key Figures
Key Terms
over-allotment option financial
shelf registration statement regulatory
Form F-10 regulatory
warrants financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number 001-43228
Nicola Mining Inc.
(Translation of registrant’s name into English)
Suite 1212 – 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ¨ Form 40-F x
INCORPORATION BY REFERENCE
Exhibit 99.2 contained in this Form 6-K is hereby incorporated by reference into the registrant’s registration statement on Form F-10 (File No. 333-293048), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
SUBMITTED HEREWITH
EXHIBIT
| 99.1 | News release dated April 17, 2026 |
| 99.2 | Material change report dated April 17, 2026 |
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Nicola Mining Inc.
| /s/ Sam Wong | |
| Sam Wong, Chief Financial Officer |
Date: April 17, 2026
Exhibit 99.1
NASDAQ: NICM
TSX.V: NIM
FSE: HLIA
NICOLA MINING ANNOUNCES CLOSING OF OVER-ALLOTMENT OPTION IN PUBLIC OFFERING
VANCOUVER, BC, April 17, 2026 – Nicola Mining Inc. (the “Company” or “Nicola”) (NASDAQ: NICM) (TSX.V: NIM) (FSE: HLIA) today announced that it has issued an additional 139,534 American Depositary Shares (“ADSs”) at the public offering price of US$6.45 per share, for total gross proceeds of approximately US$900K pursuant to the partial exercise of the underwriters’ over-allotment option in connection with Nicola’s previously announced public offering of ADSs and warrants. The over-allotment has now been fully exercised, and the total number of securities sold by Nicola in the public offering (the “Offering”) was 1,069,767 ADSs and warrants to purchase up to 1,069,767 ADSs, gross proceeds were approximately US$6.9 million.
Maxim Group LLC acted as sole book-running manager for the Offering.
The Offering was made pursuant to an effective shelf registration statement on Form F-10 (File No. 333-293048) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on January 29, 2026. Nicola may offer and sell securities in both the United States and other jurisdictions outside of Canada. No securities were offered or sold to Canadian purchasers under the Offering. A final prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof was filed with the SEC and forms a part of the effective registration statement and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. The final prospectus supplement is available for free on the SEC's website at www.sec.gov and is also available on the Company's profile on the SEDAR+ website at www.sedarplus.ca.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Nicola Mining
Nicola Mining Inc. is a junior mining company listed on the Nasdaq Capital Market, TSX Venture Exchange and Frankfurt Exchange that maintains a 100% owned mill and tailings facility, located near Merritt, British Columbia. It has signed Mining and Milling Profit Share Agreements with high-grade BC-based gold projects. Nicola’s fully permitted mill can process both gold and silver mill feed via gravity and flotation processes.
The Company owns 100% of the New Craigmont Project, a property that hosts historical high-grade copper mineralization and covers an area of over 10,800 hectares along the southern end of the Guichon Batholith and is adjacent to Highland Valley Copper, Canada’s largest copper mine. The Company also owns 100% of the Treasure Mountain Property, which includes 30 mineral claims and a mineral lease, spanning an area exceeding 2,200 hectares.
On behalf of the Board of Directors
“Peter Espig”
Peter Espig
CEO & Director
For additional information
Contact: Peter Espig
Phone: (778) 385-1213
Email: info@nicolamining.com
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements, other than statements of present or historical facts, are forward-looking statements.
Forward-looking statements are based upon certain assumptions and other key factors that, if untrue, could cause actual results to be materially different from future results expressed or implied by such statements. Key assumptions upon which the Company’s forward-looking information is based include, without limitation, that required regulatory approvals and authorizations (including approvals, if any, of applicable stock exchanges and securities regulatory authorities) will be obtained in a timely manner; that the depositary and other service providers will be able to perform as contemplated; and that there will be no material adverse change in the Company’s business, financial condition or prospects.
Forward-looking statements involve known and unknown risks, uncertainties, and assumptions and accordingly, actual results could differ materially from those expressed or implied in such statements. Such risks and uncertainties include, without limitation: the risk that the Company may be unable to satisfy applicable regulatory requirements. Investors are cautioned not to place undue reliance on forward-looking statements.
There can be no assurance that forward-looking statements will prove to be accurate, and even if events or results described in the forward-looking statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Nicola. Investors are cautioned against attributing undue certainty to forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF NICOLA AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD- LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE NICOLA MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Exhibit 99.2
51-102F3
Material Change Report [F]
Item 1 Name and Address of Company
Nicola Mining Inc. (the “Company”)
Suite 1212 – 1030 West Georgia Street
Vancouver, British Columbia V6E 2Y3
Item 2 Date of Material Change
April 17, 2026
Item 3 News Release
The news release dated April 17, 2026 was issued by Market News and Stockwatch on April 17, 2026.
Item 4 Summary of Material Change
On April 17, 2026, the Company issued an additional 139,534 American Depositary Shares (“ADSs”) at the public offering price of US$6.45 per share, for total gross proceeds of approximately US$900K pursuant to the partial exercise of the underwriters’ over-allotment option in connection with the Company’s previously announced public offering of ADSs and warrants. The over-allotment has now been fully exercised, and the total number of securities sold by the Company in the public offering (the “Offering”) was 1,069,767 ADSs and warrants to purchase up to 1,069,767 ADSs, gross proceeds were approximately US$6.9 million.
Maxim Group LLC acted as sole book-running manager for the Offering.
The Offering was made pursuant to an effective shelf registration statement on Form F-10 (File No. 333-293048) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on January 29, 2026. The Company may offer and sell securities in both the United States and other jurisdictions outside of Canada. No securities were offered or sold to Canadian purchasers under the Offering. A final prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof was filed with the SEC and forms a part of the effective registration statement and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. The final prospectus supplement is available for free on the SEC's website at www.sec.gov and is also available on the Company's profile on the SEDAR+ website at www.sedarplus.ca.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The material change is fully described in Item 4 above.
5.2 Disclosure for Restructuring Transactions
Not Applicable
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not Applicable
Item 7 Omitted Information
None
Item 8 Executive Officer
Peter Espig, President and Chief Executive Officer, 778.385.1213
Item 9 Date of Report
April 17, 2026
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