TORONTO, Ontario — February 20, 2026 — Leads & Copy — NiCAN Limited plans to conduct a non-brokered private placement to raise up to $1,270,000. The offering is expected to involve strategic investor Michael Gentile purchasing up to 17,900,000 units.
The private placement will consist of the sale of up to 7,900,000 hard-dollar units (HD Units) at $0.05 each, potentially generating $395,000, and up to 10,000,000 charity flow-through units (CFT Units) at $0.0875 each, potentially generating $875,000. Each HD Unit includes one common share and one common share purchase warrant, allowing the holder to buy an additional share at $0.075 within 36 months of the offering’s closing.
Each CFT Unit includes one common share issued as a “flow-through share” under the Income Tax Act (Canada) subsection 66(15), along with one warrant that also qualifies as a “flow-through share” under the same act.
The warrants and all prior share purchase warrants held by Mr. Gentile will be subject to a 20% blocker provision. This restricts the exercise of any warrants if it would result in the security holder owning 20% or more of the outstanding shares. The company does not anticipate that the offering will create a new “control person,” as defined by the TSX Venture Exchange policies.
NiCAN intends to allocate the gross proceeds from the CFT Units to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures,” as defined in the Income Tax Act (Canada). These qualifying expenditures will be related to the company’s mineral projects in Manitoba, by December 31, 2027, and the company will renounce all qualifying expenditures to the CFT Unit subscribers by December 31, 2026. The proceeds from the HD Units will be used for general working capital purposes.
The offering is scheduled to close around March 12, 2026, pending regulatory and exchange approvals. Finder’s fees may be paid in accordance with Exchange policies. All securities issued will be subject to a four-month hold period, plus one day, according to Canadian securities laws.
NiCAN Limited is a mineral exploration company exploring the Wine and Pipy projects in Manitoba, Canada.
This news release is not an offer to sell securities in the United States, and the securities have not been registered under the U.S. Securities Act of 1933.
NiCAN Limited trades under the symbols “NICN” on the TSX-V, “NILTF” on the OTCQB and “W8Y” on the FRA.
Source: NiCAN Limited
