Nicola Mining closes US$6M Nasdaq ADS offering

Nicola Mining Inc. has closed a US underwritten public offering raising gross proceeds of US$6.0 million from 930,233 American Depositary Shares (ADSs) and an equal number of warrants priced at US$6.45 per ADS and accompanying warrant.

Rhea-AI Filing Summary

Nicola Mining Inc. has closed a US underwritten public offering raising gross proceeds of US$6.0 million from 930,233 American Depositary Shares (ADSs) and an equal number of warrants priced at US$6.45 per ADS and accompanying warrant.

Each ADS represents 12 common shares of Nicola. The warrants have an exercise price of CAD$12.2213 per ADS, are immediately exercisable, and expire five years after issuance. The ADSs began trading on the Nasdaq Capital Market under the symbol “NICM”, while the warrants are not listed.

Nicola granted underwriters a 45-day option that was partially exercised for an additional 139,534 warrants. The company plans to use the net proceeds for mill expansion, property, plant and equipment, and general and administrative and working capital needs.

Insights

Mining equity capital markets analyst

Nicola raises US$6M and lists ADSs on Nasdaq to fund growth.

Nicola Mining Inc. completed a US underwritten public offering of 930,233 ADSs, each representing 12 common shares, plus equal warrants at US$6.45 per ADS and warrant, for gross proceeds of US$6.0 million. The ADSs trade on Nasdaq under “NICM”, expanding the company’s US market presence.

The attached warrants carry an exercise price of CAD$12.2213 per ADS, are exercisable immediately, and run for five years, creating potential future equity funding if exercised. Underwriters also partially exercised a 45‑day option for 139,534 additional warrants, increasing prospective warrant overhang.

The company intends to deploy net proceeds toward mill expansion, property, plant and equipment, and general and administrative and working capital. These uses support operational capacity and liquidity, but the actual impact will depend on execution of expansion plans and prevailing metals markets as reflected in future company disclosures.

Key Figures

Gross proceeds: US$6.0 million ADSs issued: 930,233 ADSs Offering price: US$6.45 per ADS and warrant +3 more

6 metrics

Gross proceeds US$6.0 million Underwritten public offering in the United States

ADSs issued 930,233 ADSs Offered at US$6.45 per ADS and accompanying warrant

Offering price US$6.45 per ADS and warrant Public offering pricing

Warrant exercise price CAD$12.2213 per ADS Immediately exercisable, five-year term

Additional warrants via option 139,534 warrants Underwriters’ 45-day option partially exercised

ADS to common share ratio 1 ADS = 12 common shares Structure of Nicola Mining ADSs

Key Terms

underwritten public offering, American Depositary Shares, shelf registration statement, warrants, +1 more

5 terms

underwritten public offering financial

"is pleased to announce the closing of its underwritten public offering in the United States"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

American Depositary Shares financial

"The Offering consisted of 930,233 American Depositary Shares (“ADSs”) and warrants"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

shelf registration statement regulatory

"The Offering was made pursuant to an effective shelf registration statement on Form F-10"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

warrants financial

"warrants to purchase 930,233 ADSs at an offering price of US$6.45 per ADS"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

forward-looking statements regulatory

"This news release contains “forward-looking statements” within the meaning of applicable securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nicola Mining Inc. (HUSIF) announce in this filing?

Nicola Mining Inc. announced the closing of a US underwritten public offering raising US$6.0 million in gross proceeds through 930,233 ADSs and accompanying warrants, with the ADSs now trading on the Nasdaq Capital Market under the symbol “NICM”.

How many ADSs and warrants did Nicola Mining (HUSIF) issue and at what price?

The company issued 930,233 ADSs and warrants to purchase 930,233 ADSs at an offering price of US$6.45 per ADS and accompanying warrant. Each ADS represents 12 common shares of Nicola Mining Inc., providing US investors with indirect share exposure.

What are the terms of Nicola Mining’s (HUSIF) new warrants?

Nicola’s warrants have an exercise price of CAD$12.2213 per ADS, are exercisable immediately, and expire on the fifth anniversary of the original issuance date. Underwriters also bought an additional 139,534 warrants through a partially exercised 45‑day option.

How will Nicola Mining Inc. (HUSIF) use the US$6.0 million in proceeds?

Nicola Mining intends to use the net proceeds for mill expansion, property, plant and equipment expenditures, and general and administrative and working capital. These categories support operational growth, infrastructure improvements, and day‑to‑day funding needs across the company’s projects.

Where do Nicola Mining’s (HUSIF) ADSs and warrants trade after this offering?

The ADSs began trading on the Nasdaq Capital Market under the ticker “NICM” on April 14, 2026. The warrants issued in the offering are not listed for trading on any exchange, limiting their liquidity to private or over‑the‑counter transactions.

Was Nicola Mining’s (HUSIF) US$6.0 million offering sold to Canadian investors?

No. Nicola Mining stated that no securities were offered or sold to Canadian purchasers in this offering. The deal was conducted under an effective US shelf registration statement on Form F‑10, targeting investors in the United States and other jurisdictions outside Canada.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/14/2026 - 05:18 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number 001-43228

Nicola Mining Inc.

(Translation of registrant’s name into English)

Suite 1212 – 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3, Canada

(Address of principal executive office)

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

SUBMITTED HEREWITH

EXHIBIT

99.1 News release dated April 14, 2026

- 2 -

SIGNATURES

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.

Nicola Mining Inc.

/s/ Sam Wong

Sam Wong, Chief Financial Officer

Date: April 14, 2026

Exhibit 99.1

NASDAQ: NICM

TSX.V: NIM

FSE: HLIA

NICOLA MINING ANNOUNCES CLOSING OF US$6.0 MILLION OFFERING

VANCOUVER, BC, April 14, 2026 – Nicola Mining Inc. (the “Company” or “Nicola”) (NASDAQ: NICM) (TSX.V: NIM) (FSE: HLIA) is pleased to announce the closing of its underwritten public offering in the United States (the “Offering”). The Offering consisted of 930,233 American Depositary Shares (“ADSs”) and warrants to purchase 930,233 ADSs at an offering price of US$6.45 per ADS and accompanying warrant. Each ADS offered represents 12 common shares of Nicola. The gross proceeds, before deducting underwriter discounts, and commissions and offering expenses, were US$6.0 million. The warrants have an exercise price of CAD$12.2213 per ADS, are exercisable immediately upon issuance and will expire on the fifth anniversary of the original issuance date. The ADSs began trading on the Nasdaq Capital Market under the ticker symbol "NICM" on April 14, 2026 and the warrants are not listed for trading.

In addition, Nicola granted the underwriters a 45-day option to purchase up to an additional 139,534 ADSs and/or up to an additional 139,534 warrants to purchase up to 139,534 ADSs, which was partially exercised to purchase 139,534 warrants.

The Company intends to use the net proceeds from the Offering for mill expansion, property, plant and equipment expenditures and general and administrative and working capital.

Maxim Group LLC acted as sole book-running manager for the Offering.

The Offering was made pursuant to an effective shelf registration statement on Form F-10 (File No. 333-293048) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on January 29, 2026. Nicola may offer and sell securities in both the United States and other jurisdictions outside of Canada. No securities were offered or sold to Canadian purchasers under the Offering. A final prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof was filed with the SEC and forms a part of the effective registration statement and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. The final prospectus supplement is available for free on the SEC's website at www.sec.gov and is also available on the Company's profile on the SEDAR+ website at www.sedarplus.ca.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Nicola Mining

Nicola Mining Inc. is a junior mining company listed on the Nasdaq Capital Market, TSX Venture Exchange and Frankfurt Exchange that maintains a 100% owned mill and tailings facility, located near Merritt, British Columbia. It has signed Mining and Milling Profit Share Agreements with high-grade BC-based gold projects. Nicola’s fully permitted mill can process both gold and silver mill feed via gravity and flotation processes.

The Company owns 100% of the New Craigmont Project, a property that hosts historical high-grade copper mineralization and covers an area of over 10,800 hectares along the southern end of the Guichon Batholith and is adjacent to Highland Valley Copper, Canada’s largest copper mine. The Company also owns 100% of the Treasure Mountain Property, which includes 30 mineral claims and a mineral lease, spanning an area exceeding 2,200 hectares.

On behalf of the Board of Directors

“Peter Espig”

Peter Espig

CEO & Director

For additional information

Contact: Peter Espig
Phone: (778) 385-1213
Email: info@nicolamining.com

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements, other than statements of present or historical facts, are forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements relating to the expected use of proceeds of the Offering.

Forward-looking statements are based upon certain assumptions and other key factors that, if untrue, could cause actual results to be materially different from future results expressed or implied by such statements. Key assumptions upon which the Company’s forward-looking information is based include, without limitation, that required regulatory approvals and authorizations (including approvals, if any, of applicable stock exchanges and securities regulatory authorities) will be obtained in a timely manner; that the depositary and other service providers will be able to perform as contemplated; that there will be no material adverse change in the Company’s business, financial condition or prospects; and that the Company will be able to use the net proceeds of the Offering substantially as described.

Forward-looking statements involve known and unknown risks, uncertainties, and assumptions and accordingly, actual results could differ materially from those expressed or implied in such statements. Such risks and uncertainties include, without limitation: the risk that the Company may be unable to satisfy applicable regulatory requirements; and the risk that the Company’s planned use of proceeds may change due to operational requirements, business opportunities or other factors. Investors are cautioned not to place undue reliance on forward-looking statements.

There can be no assurance that forward-looking statements will prove to be accurate, and even if events or results described in the forward-looking statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Nicola. Investors are cautioned against attributing undue certainty to forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF NICOLA AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD- LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE NICOLA MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

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

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EXHIBIT 99.1 12.8 KB