Nanalysis Announces $2.5 Million Private Placement

Rhea-AI Summary

Nanalysis (OTCQX: NSCIF) announced a non-brokered private placement of up to 16,666,667 Units at $0.15 per Unit to raise up to $2,500,000 in gross proceeds. Each Unit comprises one common share and one-half of one warrant; the 8,333,333 whole Warrants will be exercisable at $0.20 per share until two years from closing and include an acceleration clause if the share price trades at $0.30 for 10 consecutive trading days. Net proceeds are designated for debt reduction. Closing is subject to TSX Venture Exchange acceptance, may occur in tranches, and an initial close is anticipated on or about December 15, 2025. Securities will carry a statutory hold period of four months and one day.

Positive

• Gross proceeds up to $2.5 million
• Offering structured as Units with equity plus warrants
• Proceeds earmarked for debt reduction
• Warrants exercisable at $0.20 for two years

Negative

• Potential issuance of up to 25,000,000 new shares (Units+Warrants)
• Issued securities subject to a 4 months + 1 day hold period
• Non-brokered placement may limit market distribution and liquidity

CALGARY, AB, Dec. 8, 2025 /PRNewswire/ -Nanalysis Scientific Corp. (the "Company" or "Nanalysis") (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1) is pleased to announce that it intends to complete a non-brokered private placement (the "Offering") of up to 16,666,667 units of the Company (the "Units") at a price of $0.15 per Unit for aggregate gross proceeds of up to $2,500,000. Net proceeds of the Offering will be used for debt reduction.

Each Unit will consist of one common share in the capital 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 acquire one Share at an exercise price of $0.20 per Share at any time up to 4:00 p.m. (Calgary time) on or before the date that is two years from the closing date of the Offering.

The Warrants will be subject to an acceleration provision. If, at any time prior to the expiry of the Warrants, the closing price of the Shares on the TSX Venture Exchange equals or exceeds $0.30 for any 10 consecutive trading days, the Company may, at its option, accelerate the expiry date of the Warrants to the date that is 30 days after the Company provides notice of or issues a press release announcing such acceleration. Any Warrants remaining unexercised after the accelerated expiry date will automatically expire, and all rights of the holders of such Warrants will terminate without compensation.

Completion of the Offering is subject to the acceptance of the TSX Venture Exchange and other customary closing conditions. The Offering may close in one or more tranches, with the initial closing anticipated to occur on or about December 15, 2025. The Units, and all securities underlying the Units, will be subject to a statutory hold period of four months and one day from their date of issue in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, and there will be no sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Nanalysis Scientific Corp. (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1)

Nanalysis Scientific Corp. develops and manufactures portable Nuclear Magnetic Resonance (NMR) spectrometers used worldwide in pharma, biotech, energy, food, materials, and security industries, as well as in academic and government labs. The Company also operates a growing services division that maintains both its own products and third-party imaging equipment, anchored by a $160 million long-term contract with the Canadian Air Transport Security Authority (CATSA) to maintain security scanners at more than 80 Canadian airports.

Notice regarding Forward Looking Information and Legal Disclaimer

This news release contains certain forward-looking information. All statements included herein, other ‎than statements of historical fact, are forward-looking information and such information involves ‎various risks and uncertainties. In particular, this news release contains forward-looking information in ‎relation to: the size, timing and completion of the Offering, the use of net proceeds of the Offering, receipt of regulatory approval for the Offering and other matters ancillary or incidental to the foregoing. There can be no assurance that ‎such information will prove to be accurate, and actual results and future events could differ materially ‎from those anticipated in such information. This forward-looking information reflects Nanalysis's ‎current beliefs and is based on information currently available to Nanalysis and on assumptions ‎Nanalysis believes are reasonable. These assumptions include, but are not limited to: the current share ‎price of Nanalysis' common shares; Nanalysis' ‎general and administrative costs remaining constant; and market acceptance of Nanalysis's business ‎model, goals and approach. Forward-looking information is subject to known and unknown ‎risks, uncertainties and other factors which may cause the actual results, performance ‎or achievements of Nanalysis to be materially different from those expressed or implied by such ‎forward-looking information. Statements with forward looking information are based on the opinions and estimates of management at the date the statements are made and are 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 statements.

Readers ‎should not place undue reliance on forward-looking information. Nanalysis does not undertake to ‎update any forward-looking information except in accordance with applicable securities laws.‎

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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SOURCE Nanalysis Scientific Corp.

FAQ

How much is Nanalysis (NSCIF) aiming to raise in the December 2025 private placement?

The company intends to raise up to $2,500,000 through the Offering of Units at $0.15 each.

What securities does each Nanalysis Unit include in the NSCIF private placement?

Each Unit includes one common share and one-half of one common share purchase warrant.

What are the warrant terms in the Nanalysis (NSCIF) Offering?

Warrants are exercisable at $0.20 per share until two years from closing and have an acceleration clause at $0.30 for 10 consecutive trading days.

What will Nanalysis (NSCIF) use the net proceeds from the private placement for?

The net proceeds are designated for debt reduction.

When is the initial close expected for the Nanalysis (NSCIF) private placement?

The initial closing is anticipated to occur on or about December 15, 2025, subject to TSXV acceptance and closing conditions.

How many additional shares could be issued if all Units and Warrants convert or are exercised?

If all Units and Warrants are issued and exercised, up to 25,000,000 new shares could be created (16,666,667 Units plus 8,333,333 warrant exercises).

Are there trading or resale restrictions on the securities issued in the NSCIF Offering?

Yes, the Units and underlying securities will be subject to a statutory hold period of four months and one day from issuance.