Nanalysis Announces Upsize to Private Placement and Closing of the First Tranche

Rhea-AI Summary

Nanalysis (OTCQX: NSCIF) closed the first tranche of a non‑brokered private placement on Dec 23, 2025, issuing 16,526,283 Units at $0.15 each for gross proceeds of about $2.5M. Each Unit includes one share and one‑half warrant; each full warrant is exercisable at $0.20 until two years from closing with acceleration if the share price trades at $0.30 for 10 consecutive days. The company upsized the Offering to allow issuance of up to an additional 23,333,333 Units for up to $3.5M, subject to TSX Venture Exchange approval. Net proceeds are earmarked for debt reduction and magnet inventory purchases; securities issued carry a statutory four‑month plus one‑day hold.

Positive

• Closed first tranche raising approximately $2.5M
• Upsize allows up to $3.5M additional gross proceeds
• Net proceeds designated for debt reduction and inventory

Negative

• Potential issuance of up to 23,333,333 Units (dilution risk)
• Warrants exercisable at $0.20 for two years (future dilution)
• Upsize and closings subject to TSXV approval
• Company may pay up to 5% finder’s fees in cash

CALGARY, AB, Dec. 23, 2025 /PRNewswire/ - Nanalysis Scientific Corp. (the "Company" or "Nanalysis") (TSXV: NSCI, OTCQX: NSCIF, FRA: 1N1) is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement of units (the "Offering"), issuing an aggregate of 16,526,283 units of the Company (the "Units") at a price of $0.15 per Unit for gross proceeds of approximately $2.5 million. The net proceeds of the Offering will be used by the company for debt reduction as previously disclosed in the December 8, 2025 press release. The company expects to close the second tranche of the Offering in January, 2026.  

Additionally, the Company is pleased to announce that due to strong investor demand, the Company has increased the size of the Offering. The Company will now issue up to an additional 23,333,333 Units at a price of $0.15 per Unit for aggregate gross proceeds of up to $3,500,000. The upsize of the offering remains subject to approval of the TSX Venture Exchange. Additional proceeds will also be used for debt reduction as well as magnet inventory purchases. The Company may pay a finder's fee of up to 5% on parts of proceeds of the Offering in relation to purchasers introduced to the Company by registered investment advisors, payable in cash.

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 entitles the holder to acquire one additional 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 applicable closing date. The Warrants are subject to an acceleration provision whereby, if 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 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.

In connection with the first tranche of the Offering, the Company paid an aggregate of $1,500 in cash commission finder's fees to Haywood Securities Inc. The first tranche of the Offering remains subject to final acceptance of the TSX Venture Exchange. All securities issued under the first tranche are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws. As previously disclosed, the Company anticipates completing one or more additional tranches of the Offering, subject to market conditions and regulatory approvals.

Sean Krakiwsky, an insider of the Company, subscribed for $52,500 under the first tranche of the Offering. The insider participation for 350,000 Units constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, on the basis that the fair market value of the insider's participation does not exceed 25% of the Company's market capitalization.

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 statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements 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. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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 many Units did Nanalysis (NSCIF) sell in the first tranche on Dec 23, 2025?

The company issued 16,526,283 Units at $0.15 per Unit for gross proceeds of about $2.5M.

What is the size of the upsized private placement for Nanalysis (NSCIF)?

The Offering was increased to allow issuance of up to an additional 23,333,333 Units for up to $3.5M, subject to TSXV approval.

What do Nanalysis Units include and what are the warrant terms (NSCIF)?

Each Unit includes one share and one‑half warrant; full warrants are exercisable at $0.20 until two years from closing, with a 30‑day acceleration trigger if shares trade ≥ $0.30 for 10 consecutive trading days.

How will Nanalysis (NSCIF) use the proceeds from the private placement?

The company said net proceeds will be used for debt reduction and to purchase magnet inventory.

Is insider participation disclosed in the NSCIF placement?

Yes; an insider subscribed for 350,000 Units for $52,500, treated as a related party transaction under MI 61‑101 with exemptions claimed.

When does Nanalysis expect to close the second tranche for NSCIF?

The company expects to close the second tranche in January 2026, subject to market conditions and approvals.