NiCAN Announces Closing of Bought Deal Private Placement
NiCAN Announces Closing of Bought Deal Private Placement
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.
Toronto, Ontario February 23, 2024 — NiCAN Limited. (TSX-V:NICN) (“NiCAN” or the “Company”) is
pleased to announce the closing of its previously announced (February 2, 202 4) “bought deal” private
placement (the “ Offering”) underwritten by Stifel Nicolaus Canada Inc. (“ Stifel”) as lead underwriter and
sole bookrunner. Stifel exercised its over-allotment option in whole under the Offering, and accordingly, the
Offering consisted of the sale of (i) 3,600,000 common shares (the “Common Shares”) of the Company at
a price of $0.10 per Common Share; and (ii) 8,400,000 common shares that qualify as “flow through shares”
(within the meaning of subsection 66(15) of the Income Tax Act (Canada)) (the “ Flow Through Shares”)
at a price of $0.175 per Flow Through Share for aggregate gross proceeds of $1,830,000.
The Company will use an amount equal to the gross proceeds from the sale of the F low Through Shares,
pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration
expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in
the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company’s mineral projects
located in Manitoba, on or before December 31, 2025, and to renounce all the Qualifying Expenditures in
favour of the subscribers of the Flow Through Shares with an effective date not later than December 31,
2024. The Company intends to u se the proceeds raised from the Common Share Offering for general
working capital purposes.
In consideration for their services in connection with the Offering, the Company paid to Stifel a cash
commission of C$ 128,100 and issued to Stifel 840,000 compensation warrants of the Company (the
“Compensation Warrants ”), with each Compensation Warrant entitling the holder to purchase one
common share of the Company (a “Compensation Share”) at a price of C$0.10 per Compensation Share
at any time on or before February 23, 2026.
All securities issued and issuable in connection with the Offering are subject to a four month and one day
hold period in accordance with applicable Canadian securities laws. The Offering remains subject to the
final approval of TSX Venture Exchange.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities
laws and may not be offered or sold within the United States or to or for the account or benefit of a
U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the
U.S. Securities Act and applicable state securities laws or an exemption from such registration is
available.
About NiCAN
NiCAN Limited is a mineral exploration company, trading under the symbol “NICN” on the TSX -V. The
Company is actively exploring two nickel projects, both located in well-established mining jurisdictions in
Manitoba, Canada.
Contact Information:
Brad Humphrey
President & CEO
416.565.4007
Sandy Noyes
Investor Relations & Communications
To receive news releases by e-mail, please register using the NiCAN website at www.nicanltd.com
Cautionary Note Regarding Forward-Looking Statements
The information contained herein contains certain “forward-looking information” under applicable securities
laws concerning. among other things, the Offering, the mineral potential of the property, projected property
analogues, future exploration programs and the funding thereof, and the plans of NiCAN Limited. Forward-
looking information includes, but is not limited to : the use of proceeds and receipt of regulatory approvals ;
the size and timing of the drill program, results of the drill program, interpret ations of the various surveys,
NiCAN’s ability to identify mineralization similar to that found in prior drill holes, the benefits and the potential
of the properties of the Company; future commodity prices (including in relation to NiEq calculations); drilling
and other exploration potential; costs; and permitting. Forward -looking information may be characterized
by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar
words, or statements that certain events or conditions “may” or “will” occur. Forward -looking information is
based on the opinions and estimates of management at the date the statements are made and are based
on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could
cause actual events or results to differ materially from those projected in the forward -looking information.
Many of these assumptions are based on factors and events that are not within the control of the Company
and there is no assurance they will prove to be correct. Factors that could cause actual results to vary
materially from results anticipated by such forward -looking information includes changes in market
conditions, fluctuating metal prices and currency exchange rates, the possibility of project cost overruns or
unanticipated costs and expenses and permitting disputes and/or delays. Although the Company has
attempted to identify important factors that could cause actual actions, events or results to differ materially
from those described in forward-looking information, there may be other factors that cause 6 actions, events
or results not to be anticipated, estimated or intended. There can be no assurance that forward -looking
information will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. The Company undertakes no obligation to update forward -looking
information if circumstances or management’s estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place undue reliance on forward -looking
information.
Neither TSX-V nor its Regulation Services Provider (as that term is defined in policies of the TSX-V) accepts
responsibility for the adequacy or accuracy of this release.