Nuclear Vision Closes Upsized Private Placement with Participation by Eric Sprott

Rhea-AI Summary

Nuclear Vision (GDIGF) closed an upsized non‑brokered private placement on February 6, 2026, issuing 24,000,000 Units at C$0.25 for gross proceeds of C$6,000,000. Each Unit includes one common share and one‑half warrant (12,000,000 whole warrants) with tiered exercise prices of C$0.375 (0–12 months) and C$0.50 (12–24 months).

Eric Sprott, via 2176423 Ontario Ltd., purchased 8,000,000 Units for C$2,000,000 and now beneficially owns 8,000,000 shares and 4,000,000 warrants (~12.8% non‑diluted; ~18.0% fully diluted). Proceeds will fund Botswana uranium exploration, initial work on Slovakian manganese projects, marketing, and general working capital.

Positive

• Raised C$6,000,000 through issuance of 24,000,000 Units
• Strategic anchor investment of C$2,000,000 by Eric Sprott increasing investor credibility
• Proceeds allocated to Botswana uranium exploration and Svabovce and Michalova manganese projects in Slovakia

Negative

• Issued 12,000,000 whole warrants that could cause meaningful dilution if exercised
• Finder fees of C$69,150 plus 276,600 finders' warrants increase cash costs and potential dilution
• Securities not registered in the United States, limiting US liquidity and saleability

Vancouver, British Columbia--(Newsfile Corp. - February 6, 2026) - Nuclear Vision Limited (CSE: NUKV) ("Nuclear Vision" or the "Company") is pleased to announce the closing of its previously announced upsized non-brokered private placement by issuing 24,000,000 units of the Company ("Units") at a price of $0.25 per Unit for total gross proceeds of $6,000,000 (the "Offering"). Mr. Eric Sprott, through 2176423 Ontario Ltd., acquired 8,000,000 Units for gross proceeds of $2,000,000 pursuant to the Offering as a strategic investor.

Each Unit consists of one common share of the Company (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one additional Share at a tiered exercise price for a period of 24 months from the date of issuance as follows:

• $0.375 per Share if exercised within the first 12 months following the closing date;
• $0.50 per Share if exercised after 12 months but on or before 24 months following the closing date.

Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by him, acquired 8,000,000 Units pursuant to the Offering for total consideration of $2,000,000. Prior to the Offering, Mr. Sprott did not beneficially own or control any securities of the Company.

As a result of the Offering, Mr. Sprott now beneficially owns or controls 8,000,000 Shares and 4,000,000 Warrants of the Company representing approximately 12.8% on a non-diluted basis and 18.0% on a fully diluted basis assuming the exercise of such Warrants.

The securities are held for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the early warning report with respect to the foregoing will appear on Nuclear Vision's profile on SEDAR+ at www.sedarplus.ca and may also be obtained by calling Mr. Sprott's office at (416) 945-3294 (2176423 Ontario Ltd., 7 King Street East, Suite 1106, Toronto Ontario M5C 3C5).

The Company intends to use the net proceeds from the Offering for general working capital purposes, to complete the exploration program on the Company's uranium projects in Botswana as described in the Company's news release dated December 2, 2025, marketing and investor relations and to plan and commence exploration work on the Svabovce and Michalova manganese projects in Slovakia as described in the Company's news release dated January 22, 2026.

In connection with the closing of the Offering, the Company paid cash finders' fees of C$69,150 and issued 276,600 non-transferable finders' warrants, with each finder's warrant exercisable on the same terms as the Warrants.

All securities issued pursuant to the Offering are subject to a statutory four-month and one day hold period.

None of the securities sold under the Offering have been and will not be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Nuclear Vision Ltd.

Nuclear Vision Ltd. is an energy transition focused exploration and development company advancing a diversified portfolio of uranium and critical mineral assets in stable, mining-friendly jurisdictions. The Company's strategy is to identify underdeveloped assets with strong fundamentals, advance them through disciplined technical programs, and create long-term value through responsible development.

For more information, please contact:

Derrick Dao
Chief Executive Officer
info@nuclearvisionltd.com
+1 825 558 3828

Carrie Howes
Investor Relations
chowes@nuclearvisionltd.com
+1 647 725 9639

Forward-Looking Statements:

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian legislation. Forward-looking statements are typically identified by words such as: "believes", "expects", "anticipates", "intends", "estimates", "plans", "may", "should", "would", "will", "potential", "scheduled" or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. All statements in this news release that are not purely historical are forward-looking statements and include statements regarding beliefs, plans, expectations and orientations regarding the future, including the intended use of proceeds from the Offering and the advancement of the Company's mineral projects. Although the Company believes that such statements are reasonable and reflect expectations of future developments and other factors which management believes to be reasonable and relevant, the Company can give no assurance that such expectations will prove to be correct. In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds from the Offering as anticipated. Other factors that could cause actual results to differ materially from those in forward-looking statements include general economic, market or business conditions, future prices of minerals, changes in the financial markets and in the demand for minerals, changes in laws, regulations and policies affecting the mineral exploration industry, the inability to advance the Company's mineral projects for any reason, the risk that the Company will not use the proceeds raised from the Offering as anticipated, as well as the risks and uncertainties which are more fully described in Company's annual and quarterly management's discussion and analysis and in other filings made by the Company with Canadian securities regulatory authorities under the Company's SEDAR+ profile. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The Company does not undertake any obligation to update such forward-looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.

Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283086

FAQ

How much did Nuclear Vision (GDIGF) raise in the February 6, 2026 private placement?

Nuclear Vision raised C$6,000,000 by issuing 24,000,000 Units at C$0.25 each. According to the company, proceeds will fund Botswana uranium exploration, Slovakian manganese project planning and general working capital, with securities subject to a four‑month plus one day hold period.

What stake does Eric Sprott hold in Nuclear Vision (GDIGF) after the private placement?

Eric Sprott, via 2176423 Ontario Ltd., purchased C$2,000,000 of Units and now holds 8,000,000 shares and 4,000,000 warrants. According to the company, that equals ~12.8% non‑diluted and ~18.0% fully diluted ownership assuming warrant exercise.

What are the warrant exercise terms in Nuclear Vision's (GDIGF) offering closed February 6, 2026?

Each Unit included one‑half warrant, creating 12,000,000 whole warrants exercisable for 24 months. According to the company, exercise price is C$0.375 in the first 12 months and C$0.50 in months 13–24 after closing.

How will Nuclear Vision (GDIGF) use the net proceeds from the private placement?

The company intends to use net proceeds for general working capital, to complete Botswana uranium exploration, marketing and investor relations, and to plan and commence work on Slovakian manganese projects. According to the company, those uses are the primary allocation of funds.

Are there resale restrictions or U.S. registration limits on the securities from Nuclear Vision's (GDIGF) placement?

All securities issued are subject to a statutory four‑month plus one day hold period and were not registered under the U.S. Securities Act. According to the company, the securities may not be offered or sold in the United States absent registration or an applicable exemption.