Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ¨
Form 40-F x
Exhibit 99.1 contained in this Form 6-K is hereby
incorporated by reference into the registrant’s registration statement on Form F-10 (File No. 333-293048) (including any prospectuses
forming a part of such registration statement) and to be a part thereof from the date on which this report is filed, to the extent not
superseded by documents or reports subsequently filed or furnished.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
51-102F3
Material Change Report [F]
Item 1 Name and Address of Company
Nicola Mining Inc. (the “Company”)
Suite 1212 – 1030 West Georgia Street
Vancouver, BC V6E 2Y3
Item 2 Date of Material Change
January 29, 2026
Item 3 News Release
The news release dated January 29, 2026 was issued
by Market News and Stockwatch on January 29, 2026 and the news release dated January 30, 2026 was issued by Market News and Stockwatch
on January 30, 2026.
Item 4 Summary of Material Change
On January 29, 2026, the Company announced that,
further to its News Releases of January 13, 2026 and January 22, 2026, it has completed its non-brokered private placement (the “Offering”),
whereby it issued 5,512,001 units (each, a “Unit”) at a price of $0.90 per Unit for gross proceeds of $4,960,800. The
Offering was oversold by $60,800.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
The Company completed
the Offering on January 29, 2026 and issued 5,512,001 Units for gross proceeds of $4,960,800. Each Unit consists of one common share of
the Company (each, a “Share”) and one transferable common share purchase warrant (each, a “Warrant”),
with each Warrant entitling the holder to purchase one Share at a price of $1.10 per Share for a period of three years following the closing
of the Offering, provided that the expiry of the Warrants can be accelerated if the closing price of the Company’s common shares
on the TSX Venture Exchange is $1.70 or greater for a minimum of ten consecutive trading days, and a notice of acceleration is provided
in accordance with the terms of the Warrants.
All securities
issued in connection with the Offering are subject to a statutory holding period expiring four months and one day after closing of the
Offering.
William Cawker,
the Corporate Secretary of the Company, subscribed for 50,000 Units under the Offering, which is a “related party transaction”
within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI
61-101”). The issuance to Mr. Cawker is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained
in section 5.5(b) as the Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101
by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the Shares to
be issued to Mr. Cawker does not exceed 25% of the Company’s market capitalization.
The aggregate
gross proceeds from the Offering will be used for improvement of the Merritt mill, general operations and corporate working capital.
Such use of proceeds
may include, but is not limited to, the purchase and installation of milling equipment to expand processing capacity to approximately
500 tonnes per day, the addition of a secondary ball mill, supplementary cleaner flotation cells, and associated pumping infrastructure.
Any remaining equipment requirements may be met through the refurbishment and recommissioning of existing plant and machinery. In addition,
spare bowl and mantle assemblies may be procured to support routine crusher maintenance and ensure ongoing operational reliability.
The Company paid cash finder’s
fees of $126,587.92 to certain eligible finders in connection with the Offering.
None of the securities sold in connection with
the Offering will 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 any jurisdiction in which such
offer, solicitation or sale would be unlawful.
As at January 29, 2026, the Company had 7,687,001
warrants outstanding which updates the disclosure in the Company’s Short Form Base Shelf Prospectus.
MI 61-101 Requirements
William Cawker, the Corporate Secretary of the
Company, was issued 50,000 Units in consideration for $45,000. As such, a portion of the Offering is a “related-party transaction”
as such term is defined in MI 61-101.
The following supplementary information is provided
in accordance with Section 5.2 of MI 61-101.
| (a) | a description of the transaction and its material terms: |
See Item 4 above for a description
of the Offering.
| (b) | the purpose and business reasons for the transaction: |
The purpose of the Offering is for
improvement of the Merritt mill, general operations, and corporate working capital.
| (c) | the anticipated effect of the transaction on the issuer’s
business and affairs: |
The Company does not anticipate any
material effect on the Company’s business and affairs.
| (i) | the interest in the transaction of every interested party and of the related parties and associated
entities of the interested parties: |
William Cawker was issued 50,000 Units
in consideration for $45,000.
| (ii) | the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated
entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would
be a material change in that percentage: |
The following table sets out the effect
of the Offering on the percentage of securities of the Company beneficially owned or controlled by William Cawker:
|
Name and
Position |
Dollar
Amount of
Shares |
Number of
Securities |
No. of
Securities
Held prior to
the Issuance |
Percentage of
Issued and
Outstanding
Securities prior
to the Issuance |
No. of
Securities Held
After the
Issuance |
Percentage of
Issued and
Outstanding
Securities After
the Issuance |
William Cawker
Corporate Secretary |
$45,000 |
50,000 Units |
Undiluted:
0
Diluted:
0 |
Undiluted: 0%
Diluted:
0% |
Undiluted:
50,000
Diluted:
100,000(1) |
Undiluted:
*%
Diluted:
*% |
| (1) | Comprised of: (a) 50,000 Shares; and (b) 50,000 Warrants, each of which is exercisable into one Share
at a price of $1.10 per Share until January 29, 2028, all of which may be exercised or converted within the next 60 days. |
| (e) | unless this information will be included in another disclosure document for the transaction, a discussion
of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction,
including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and
the special committee: |
The board of directors approved the
Offering. A special committee was not established in connection with the approval of the Offering, and no materially contrary view or
abstention was expressed or made by any director.
| (f) | a summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for
the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety
in another disclosure document for the transaction: |
Not applicable.
| (g) | disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the
issuer that related to the subject matter of or is otherwise relevant to the transaction: |
| (i) | that has been made in the 24 months before the date of the material change report: |
Not applicable.
| (ii) | the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer
of the issuer: |
Not applicable.
| (h) | the general nature and material terms of any agreement entered into by the issuer, or a related party
of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction: |
The Company entered into subscription
agreement dated January 29, 2026 with William Cawker, the Corporate Secretary of the Company, whereby William Cawker was issued 50,000
Units for gross proceeds of $45,000.
| (i) | disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is
relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions: |
The Offering is exempt from the valuation
and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Section 5.5(b) as the Company’s
shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption
contained in Section 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration of the Shares issued to each related party
did not exceed 25% of the Company’s market capitalization.
As this
material change report is being filed less than 21 days before the closing of the Offering, there is a requirement under MI 61-101 to
explain why the shorter period is reasonable or necessary in the circumstances. In the view of the Company, such shorter period is reasonable
and necessary in the circumstances because the Company wished to close the Offering on an expedited basis for sound business reasons.
5.2 Disclosure for Restructuring Transactions
Not Applicable
Item 6 Reliance on subsection 7.1(2) of National
Instrument 51-102
Not Applicable
Item 7 Omitted Information
None
Item 8 Executive Officer
Peter Espig, President and Chief Executive Officer,
778.385.1213
Item 9 Date of Report
February 4, 2026
