NiCAN Announces Non-Brokered Private Placement with Strategic Investor Michael Gentile for Gross Proceeds of up to $1,270,000 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
NiCAN Limited
130 King St West, Suite 3680
P.O Box 99
Toronto, ON M5X 1B1
NiCAN Announces Non-Brokered Private Placement with Strategic Investor
Michael Gentile for Gross Proceeds of up to $1,270,000
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 20, 2026 — NiCAN Limited. (TSX-V:NICN) (“ NiCAN” or the “ Company”) is
pleased to announce that it intends to complete a non-brokered private placement for maximum
aggregate gross proceeds of up to $1,270,000 (the “Offering”), pursuant to which up to 17,900,000 Units
(as defined below) are expected to be purchased by strategic investor Michael Gentile (the “ Strategic
Investment”).
The Offering will consist of the sale of: (i) up to 7,900,000 hard-dollar units of the Company (the “ HD
Units”) at a price of $0.05 per HD Unit, for gross proceeds from the HD Units of up to $395,000 and (ii) up
to 10,000,000 charity flow-through units of the Company (the “ CFT Units”, and together with the HD
Units, the “ Units”) at a price of $0.0875 per CFT Unit, for gross proceeds from the CFT Units of up to
$875,000. Each HD Unit will be comprised of one common share of the Company (each, a “ Share”) and
one common share purchase warrant of the Company (each, a “ Warrant”), with each Warrant entitling
the holder thereof to purchase an additional Share of the Company (a “ Warrant Share”) at an exercise
price of $0.075 per Warrant Share for 36 months from the closing of the Offering. Each CFT Unit will be
comprised of one common share of the Company (each, a “CFT Share”) issued as a “flow-through share”
within the meaning of subsection 66(15) of the Income Tax Act (Canada) and one Warrant, which will also
qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada).
The Warrants and all prior Share purchase warrants held by Mr. Gentile will be subject to a 20% blocker
provision that restricts the exercise of any Warrants in the event that such exercise would result in the
applicable securityholder holding 20% or more of the issued and outstanding Shares at such time.
Therefore, it is not expected that the Offering as described herein will result in the creation of a new
“control person”, as such term is defined in the policies of the TSX Venture Exchange (the “Exchange”), of
the Company.
The Company will use an amount equal to the gross proceeds from the sale of the CFT Units, 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, 2027, and to renounce all the Qualifying Expenditures in favour of
the subscribers of the CFT Units with an effective date not later than December 31, 2026. The Company
intends to use the proceeds raised from the sale of the HD Units for general working capital purposes.
The Offering is scheduled to close on or about March 12, 2026 and is subject to certain conditions
including, but not limited to, the receipt of all necessary regulatory and other approvals including the
approval of the Exchange of the Offering. The Company may pay finder’s fees to eligible finders in
connection with the Offering in accordance with the policies of the Exchange. All securities to be issued
and issuable pursuant to the Offering will be subject to a hold period of four months and one day from
the date of issuance in accordance with applicable Canadian securities laws.
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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 symbols “NICN” on the TSX-V, “NILTF”
on the OTCQB and “W8Y” on the FRA. The Company is actively exploring two projects, the high grade
nickel-copper Wine Project and highly prospective Pipy Project, both located in well-established mining
jurisdictions in Manitoba, Canada.
Contact Information:
Brad Humphrey Sandy Noyes
President and CEO Investor Relations & Communications
416.565.4007 [email protected]
www.nicanltd.com
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. Forward-looking information herein includes, but is not limited to: statements with respect to the
Offering and Strategic Investment, the anticipated closing of the Offering, the anticipated results of the
Strategic Investment, the use of proceeds and receipt of regulatory approvals of the Offering, the Strategic
Investment and the plans of the Company. 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, failure of the Company to receive any required approvals for the
Offering of the Strategic Investment, failure of the Company to close the Offering for any other reason, on
the terms and timeline described or at all, failure of the strategic investor to complete the Strategic
Investment as described herein, 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 actions, events or results not to be anticipated, estimated
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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 the Exchange nor its Regulation Services Provider (as that term is defined in policies of the
Exchange) accepts responsibility for the adequacy or accuracy of this release.