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Nicola Mining commits $5M to Blue Lagoon project

Nicola Mining Inc. (NICM) reported a material change involving a strategic financing commitment to Blue Lagoon Resources alongside Ocean Partners UK Limited.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Nicola Mining Inc. (NICM) reported a material change involving a strategic financing commitment to Blue Lagoon Resources alongside Ocean Partners UK Limited. The parties have committed a combined $10.0 million, split evenly, to support development and production ramp-up at Blue Lagoon’s 100%-owned Dome Mountain Gold and Silver Project in British Columbia.

Nicola Mining’s portion is a $5.0 million private placement in Blue Lagoon at $0.60 per share, resulting in the acquisition of 8,333,333 common shares. This adds to Nicola Mining’s earlier $1.0 million strategic investment at $0.14 per share, and Ocean Partners’ prior $3.0 million investment, bringing Ocean Partners’ total commitment to $8.0 million. The financing is intended to advance mine development toward a targeted 150–200 tonnes per day and further integrate mine development, concentrate marketing, and milling with Nicola Mining’s wholly owned Merritt Mill, a fully permitted gold and silver milling facility in British Columbia.

Positive

  • $5.0 million strategic investment in Blue Lagoon, part of a $10.0 million financing with Ocean Partners, deepens Nicola Mining’s equity exposure to the Dome Mountain project and may support future utilization of its fully permitted Merritt Mill as Blue Lagoon targets 150–200 tonnes per day of production.

Negative

  • None.

Filing Explained

The filing clarifies that Nicola Mining completed its $5.0 million private-placement investment in Blue Lagoon, acquiring 8,333,333 shares, while the broader $10.0 million financing is described as a combined commitment.

Combined financing commitment $10.0 million Committed by Nicola Mining and Ocean Partners to Blue Lagoon
Nicola Mining investment $5.0 million Current private placement in Blue Lagoon
Ocean Partners current investment $5.0 million Current tranche of the $10.0 million financing
Shares acquired by Nicola Mining 8,333,333 shares Acquired in Blue Lagoon at $0.60 per share
Subscription price $0.60 per share Price paid by Nicola Mining in the current private placement
Prior Nicola Mining investment $1.0 million Earlier strategic investment in Blue Lagoon at $0.14 per share
Prior Ocean Partners investment $3.0 million Previously announced investment in Blue Lagoon
Targeted production rate 150–200 tonnes per day Dome Mountain Gold and Silver Project production target
Material Change Report regulatory
"51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address"
A material change report is a public notice that a company must file and share whenever new information or an event is significant enough to likely influence an investor’s decision. Think of it like an urgent update board that tells shareholders about big shifts—such as major deals, leadership changes, sudden losses, or legal issues—so investors can reassess risk and value with the same facts everyone else has.
private placement financial
"investment was completed through a private placement at $0.60 per share"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Qualified Person regulatory
"who is the Qualified Person as defined by NI 43-101"
A qualified person is someone with specialized knowledge, experience, and training in a particular field, allowing them to accurately assess and verify information or work. Their expertise helps ensure that reports, evaluations, or decisions are trustworthy and meet required standards. For investors, a qualified person provides confidence that the information they rely on is credible and properly validated.
NI 43-101 regulatory
"Qualified Person as defined by NI 43-101"
A Canadian regulatory standard that sets the rules for how mining and exploration companies must report mineral resources and reserves, requiring technical reports prepared or signed off by an independent, certified expert. It matters to investors because it creates a consistent, transparent “inspection report” for mining projects, making it easier to compare prospects, judge the reliability of claims, and assess geological and financial risk before investing.
production ramp-up technical
"to support the continued development and production ramp-up of Blue Lagoon's"
milling facility technical
"Merritt Mill-British Columbia's only fully permitted milling facility"

FAQ

What material change did NICM report in this Form 6-K?

NICM reported a material change that it and Ocean Partners UK Limited committed a combined $10.0 million in financing to Blue Lagoon Resources to support development and production ramp-up of the Dome Mountain Gold and Silver Project in British Columbia.

How much is Nicola Mining (NICM) investing in Blue Lagoon and on what terms?

Nicola Mining is investing $5.0 million in Blue Lagoon through a private placement at $0.60 per share, acquiring 8,333,333 common shares. This follows a prior $1.0 million strategic investment at $0.14 per share completed on January 17, 2024.

What is Ocean Partners’ total commitment to Blue Lagoon in this transaction?

Ocean Partners is investing $5.0 million in this financing, and combined with its previously announced $3.0 million investment, has now committed a total of $8.0 million to Blue Lagoon, aligned with Nicola Mining’s strategic position.

What production level is the Dome Mountain project targeting according to NICM’s filing?

The financing is expected to advance mine development activities at Dome Mountain necessary to increase production toward a targeted 150–200 tonnes per day, according to the disclosure reviewed and approved by Nicola Mining’s Qualified Person, Will Whitty, P.Geo.

How does this financing relate to Nicola Mining’s Merritt Mill?

The financing is described as strengthening the integrated relationship between mine development, concentrate marketing, and milling infrastructure. As Blue Lagoon advances production, Nicola Mining’s wholly owned Merritt Mill, a fully permitted gold and silver milling facility, is expected to play an increasingly important regional role.

When did the material change for NICM occur and when was it reported?

The date of the material change is August 10, 2026, coinciding with a news release issued that day. The material change report is dated August 28, 2026.

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

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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 August 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

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

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), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.

 

SUBMITTED HEREWITH

 

EXHIBIT

 

99.1 Material change report dated August 28, 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: September 2, 2026

 

 

 

 

Exhibit 99.1

 

51-102F3
MATERIAL CHANGE REPORT

 

Item 1 Name and Address of Company

 

Nicola Mining Inc. (the “Company”)
Suite 1212 – 1030 West Georgia Street
Vancouver, British Columbia V6E 2Y3

 

Item 2 Date of Material Change

 

August 10, 2026

 

Item 3 News Release

 

The news release dated August 10, 2026 was issued by Newsfile Corp. on August 10, 2026.

 

Item 4 Summary of Material Change

 

The Company announced that it, and Ocean Partners UK Limited ("Ocean Partners") have committed to a combined $10.0 million in financing to Blue Lagoon Resources ("Blue Lagoon").

 

Item 5 Full Description of Material Change

 

5.1Full Description of Material Change

 

The Company announced that it, and Ocean Partners have committed to a combined $10.0 million in financing to Blue Lagoon.

 

The financing consists of two equal tranches, with the Company investing $5.0 million and Ocean Partners investing $5.0 million, to support the continued development and production ramp-up of Blue Lagoon's 100%-owned Dome Mountain Gold and Silver Project, located near Smithers, British Columbia. The financing is expected to advance mine development activities necessary to increase production toward the targeted 150-200 tonnes per day.

 

The Company's investment was completed through a private placement at $0.60 per share, resulting in the acquisition of 8,333,333 common shares. This investment builds upon the Company’s earlier strategic investment of $1.0 million at $0.14 per share completed on January 17, 20243 underscoring the Company's long-term conviction in Blue Lagoon's management team and the Dome Mountain project.

 

Ocean Partners' participation further reinforces the strategic alignment among the parties. Combined with its previously announced $3.0 million investment4, Ocean Partners has now committed $8.0 million to Blue Lagoon. Collectively, the Company and Ocean Partners have established a significant strategic equity position while providing capital intended to accelerate production growth.

 

Beyond the equity investment, the financing further strengthens the integrated relationship between mine development, concentrate marketing, and milling infrastructure. As Blue Lagoon advances production, the Company’s wholly owned Merritt Mill-British Columbia's only fully permitted milling facility authorized to process gold and silver material sourced throughout the province-is expected to play an increasingly important role in supporting regional mining operations.

 

 

 

 

Qualified Person

 

The scientific and technical disclosures included in the news release and this material change report have been reviewed and approved by Will Whitty, P.Geo., who is the Qualified Person as defined by NI 43-101. Mr. Whitty is Vice President of Exploration for the Company.

 

5.2Disclosure 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

 

August 28, 2026

 

2

 

Filing Exhibits & Attachments

1 document