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Nicola Mining (NASDAQ: NICM) boosts revenue but flags going concern risk

Filing Impact
(Neutral)
Filing Sentiment
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Form Type
6-K

Rhea-AI Filing Summary

Nicola Mining Inc. filed a Form 6-K with Q1 2026 results showing a sharp ramp-up in operations but continuing losses and going concern risk. Milling revenue rose to $1.50 million from $6,398 a year earlier, generating a gross margin of $366,023. Total other income was $72,395, yet operating expenses of $1.80 million led to a net loss of $1,015,084, compared with a loss of $475,808 in Q1 2025, largely from higher share-based compensation and listing-related costs.

Cash and cash equivalents increased to $2.45 million and working capital to $7.2 million, aided by a January 2026 private placement of 5,512,001 units at $0.90 for gross proceeds of $4.96 million. Total assets reached $16.66 million, while total liabilities were $15.91 million, including an asset retirement obligation of $13.91 million. Management highlights a material uncertainty that may raise substantial doubt about the Company’s ability to continue as a going concern, emphasizing the need for continued access to financing and profitable milling operations.

Positive

  • Milling revenue surged to $1.50 million in Q1 2026 from $6,398 a year earlier, generating a positive gross margin of $366,023.
  • Liquidity improved with cash of $2.45 million and working capital of about $7.2 million as of March 31, 2026, supported by a $4.96 million private placement and subsequent US$6.9 million ADS offering.
  • Balance sheet strengthened as shareholders’ equity improved from a deficit of $3.35 million at December 31, 2025 to positive equity of $750,085 at March 31, 2026.

Negative

  • Going concern uncertainty: management states that material uncertainty exists that may raise substantial doubt about the Company’s ability to continue as a going concern.
  • Continuing losses: the company recorded a Q1 2026 net loss of $1,015,084, wider than the $475,808 loss in Q1 2025, driven partly by higher share-based compensation and listing-related expenses.
  • Large reclamation obligations: the asset retirement obligation totals $13,910,349, with undiscounted Merritt Mill reclamation costs estimated at $15,641,041 over roughly 13 years.

Insights

Revenue ramp and financings help liquidity, but going concern risk remains material.

Nicola Mining delivered a major jump in Q1 2026 milling revenue to $1.50 million, turning gross margin positive while keeping exploration spend modest at $61,162. Cash of $2.45 million and working capital of about $7.2 million were bolstered by a $4.96 million equity financing.

However, the company still posted a net loss of $1,015,084 and carries a large asset retirement obligation of $13.91 million. Management explicitly notes a material uncertainty that may raise substantial doubt about its ability to continue as a going concern, underscoring dependence on external capital and stronger mill throughput.

Subsequent to quarter-end, Nicola raised additional U.S. capital via an ADS offering totaling US$6.9 million in gross proceeds and began a 2026 drill program at New Craigmont. Future disclosures on sustained milling volumes, execution of Dominion Creek bulk sampling, and the use of U.S. offering proceeds will be important to understanding how quickly operating cash flows can offset ongoing financing needs.

Milling revenue $1,502,380 Three months ended March 31, 2026
Net loss $1,015,084 Three months ended March 31, 2026
Cash and cash equivalents $2,454,290 As of March 31, 2026
Working capital $7,156,066 As of March 31, 2026
Private placement proceeds $4,960,801 Non-brokered units financing on January 29, 2026
Asset retirement obligation $13,910,349 Closing balance at March 31, 2026
Total assets $16,658,590 As of March 31, 2026
Common shares outstanding 216,251,381 shares Balance at March 31, 2026
asset retirement obligation financial
"The Company’s rehabilitation provision represents management’s best estimate of the present value of the future cash outflows required to settle the liability."
A liability recorded for the future cost to retire, dismantle or clean up a long-lived asset — for example removing an oil rig, closing a mine, or decommissioning a plant. Investors care because it reduces reported profit and ties up capital: companies must estimate and set aside money now for a known future expense, and changes to that estimate can swing earnings, debt ratios and the company’s cash needs much like setting aside savings to repair or return a rented property later.
American Depositary Shares financial
"closed an underwritten public offering in the United States consisting of 930,233 American Depositary Shares (“ADS”) units"
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.
Inferred mineral resources financial
"The majority of the Company’s Treasure Mountain Project historical mineral resource has been classified as Inferred according to CIM Definition Standards"
An inferred mineral resource is an estimate of the quantity and grade of minerals in the ground based on limited sampling and geological information, where confidence is low and continuity is uncertain. For investors it signals potential value but also higher risk—like a rough sketch of a hidden treasure that requires much more exploration and testing before you can reliably judge its size or economic worth.
flow-through common share financial
"closed a non-brokered flow-through private placement for an aggregate of 4,350,000 units at a price of $0.50 per unit"
A flow-through common share is a stock issued by a natural-resource exploration company that transfers certain tax deductions for the company’s exploration expenses to the investor; buying one is like getting both an ownership stake and a tax receipt for exploration costs the company incurred. It matters because the tax benefit lowers the investor’s after-tax cost of the investment and can make these shares more attractive, but they also dilute existing owners and their value depends on tax rules and the underlying project’s success.
NI 43-101 regulatory
"updated Technical Report was completed in 2012, in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects"
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.
going concern financial
"These factors represent a material uncertainty that may raise substantial doubt about the Company’s ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

 

 

 

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 May 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

 

99.1Condensed Interim Consolidated Financial Statements for the three months ended March 31, 2026

 

99.2Management’s Discussion and Analysis for the three months ended March 31, 2026

 

99.3Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CEO

 

99.4Form 52-109FV2 Certification of Interim Filings Venture Issuer Basic Certificate - CFO

 

 
- 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: May 15, 2026  

 

 

 

 

Exhibit 99.1

 

 

NICOLA MINING INC.

 

Condensed Interim Consolidated Financial Statements

 

For the three months ended March 31, 2026 and 2025

 

(unaudited)

 

 

 

 

NICOLA MINING INC.
Condensed Interim Consolidated Statements of Financial Position
(Expressed in Canadian dollars)

 

   Note  March 31, 2026   December 31, 2025 
Assets             
Current assets             
Cash and cash equivalent     $2,454,290   $1,698,401 
Amounts receivable  3, 14   1,202,600    846,928 
Loan receivable  5   431,441    - 
Marketable securities  4   4,544,004    4,254,503 
Prepaid expenses and other assets      427,361    352,596 
       9,059,696    7,152,428 
Non-current assets             
Property, plant, and equipment  7   5,977,602    5,755,091 
Right-of-use assets      183,413    204,499 
Mineral interests  6   4    4 
Restricted cash  8   1,437,875    1,437,875 
Total assets     $16,658,590   $14,549,897 
Liabilities             
Current liabilities             
Accounts payable and accrued liabilities  15  $1,805,024   $2,800,319 
Current portion of lease liabilities      98,606    104,708 
Deferred revenue      -    414,323 
Loan payable  15   -    718,918 
       1,903,630    4,038,268 
Non-current liabilities             
Lease liabilities      94,526    107,386 
Asset retirement obligation (“ARO”)  10   13,910,349    13,754,006 
Total liabilities      15,908,505    17,899,660 
Equity             
Shareholders' equity (deficit)             
Share capital  11   103,188,079    98,320,934 
Warrants      1,694,494    1,694,494 
Contributed surplus  12   11,366,933    11,119,146 
Accumulated deficit      (115,499,421)   (114,484,337)
Total shareholders’ equity (deficit)      750,085    (3,349,763)
Total liabilities and shareholders’ equity (deficit)     $16,658,590   $14,549,897 

 

Nature of operations and going concern (Note 1)

Subsequent events (Note 17) 

 

Approved on behalf of the Board:

 

Peter Espig (signed) Director Frank Hoegel (signed) Director

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

 

2

 

 

NICOLA MINING INC.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
(Expressed in Canadian dollars) - unaudited

  

      Three months ended
March 31
 
   Note  2026   2025 
Milling revenue  13  $1,502,380   $6,398 
Milling – cost of sales  14   (1,136,357)   (391,359)
Gross margin      366,023    (384,961)
              
Care and maintenance      (211,926)   (313,462)
Change in estimate and accretion of ARO  10   (156,343)   (71,098)
Consulting fees  15   (191,126)   (84,182)
Depreciation  7   (10,907)   (6,544)
Exploration costs  6   (61,162)   (131,687)
Insurance      (67,751)   (60,352)
Office and general      (54,437)   (32,290)
Professional fees      (303,324)   (14,543)
Travel and investor relations      (247,685)   (245,732)
Regulatory and transfer agent fees      (204,828)   (5,273)
Salaries and benefits  15   (5,422)   (6,561)
Share-based compensation  12,15   (276,247)   (73,973)
Stripping costs  6   (7,101)   - 
Total operating expenses      (1,798,259)   (1,045,697)
Net loss before other items      (1,432,236)   (1,430,658)
              
Flow-through premium  11   -    51,524 
Other income  13   72,395    218,209 
Finance costs      (7,853)   (136,874)
Fair value revaluation – marketable securities  4   345,288    824,319 
Foreign exchange loss      7,322    (2,328)
Net loss for the period     $(1,015,084)  $(475,808)
              
Loss per share – basic and diluted     $(0.00)  $(0.00)
Weighted average number of common shares outstanding – basic and diluted      211,555,427    172,344,234 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

 

3

 

 

NICOLA MINING INC.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian dollars) - unaudited

 

  

Three months ended

March 31,

 
   2026   2025 
Operating Activities          
Net loss for the period  $(1,015,084)  $(475,808)
Adjustments for:          
Change in estimate and accretion of ARO   156,343    71,098 
Share-based compensation   276,247    73,973 
Depreciation   78,783    87,433 
Non-cash interest and finance costs   16,303    135,555 
Flow-through premium   -    (51,524)
Fair value revaluation – marketable securities   (345,288)   (824,319)
Changes in non-cash working capital items          
Amounts receivable   (355,672)   282,578 
Prepaid expenses and other assets   (74,765)   (85,059)
Accounts payable and accrued liabilities   (1,031,891)   (552,218)
Deferred revenue   (414,323)   - 
Cash Used in Operating Activities   (2,709,347)   (1,338,291)
Investing Activities          
Loan advanced   (431,441)   - 
Purchase of marketable securities   -    (25,000)
Purchase of property, plant, and equipment   (243,612)   (800)
Proceeds – sales of marketable securities   55,787    128,462 
Cash Provided by (Used in) Investing Activities   (619,266)   102,662 
Financing Activities          
Proceeds from issuance of common shares   4,960,801    1,130,907 
Share issuance costs   (159,616)   (82,204)
Repayment of lease liabilities   (27,111)   (8,007)
Loan repayment   (727,072)   - 
Proceeds from stock options exercised   37,500    76,500 
Cash Provided by Financing Activities   4,084,502    1,117,196 
Net change in cash and cash equivalent for the period   755,889    (118,433)
Cash and cash equivalent - beginning of period   1,698,401    1,462,218 
Cash and cash equivalent - end of period  $2,454,290   $1,343,785 
           
Non-cash transactions:          
Fair value of stock options exercised reclassified from contributed surplus to share capital  $28,460   $33,807 
Property, plant and equipment purchase in accounts payable and accrued liabilities  $178,609   $- 
Shares issued to settle convertible debentures and interest  $-   $461,274 
Breakdown of cash and cash equivalent:          
Cash  $2,396,790   $1,283,785 
GIC   57,500    60,000 
Cash and cash equivalent - end of period  $2,454,290   $1,343,785 

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

 

4

 

 

NICOLA MINING INC. 

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficit) 

(Expressed in Canadian dollars) - unaudited

 

   Number of
Common Shares
   Share
Capital
   Warrants   Equity
Component
of
Convertible
Debentures
   Contributed
Surplus
   Accumulated
Deficit
   Total
Shareholders’
Equity (Deficit)
 
Balance, January 1, 2026   210,614,380   $98,320,934   $1,694,494   $-   $11,119,146   $(114,484,337)  $(3,349,763)
Share issuance financing   5,512,001    4,960,801    -    -    -    -    4,960,801 
Share issuance costs   -    (159,616)   -    -    -    -    (159,616)
Stock options exercised   125,000    65,960    -    -    (28,460)   -    37,500 
Share-based compensation   -    -    -    -    276,247    -    276,247 
Net loss for the period   -    -    -    -    -    (1,015,084)   (1,015,084)
Balance, March 31, 2026   216,251,381   $103,188,079   $1,694,494   $-   $11,366,933   $(115,499,421)  $750,085 
                                    
Balance, January 1, 2025   169,918,196   $87,783,671   $1,694,494   $2,659,366   $9,494,098   $(111,446,249)  $(9,814,620)
Share issuance financing   4,038,955    1,130,907    -    -    -    -    1,130,907 
Share issuance costs   -    (82,204)   -    -    -    -    (82,204)
Stock options exercise   325,000    110,307    -    -    (33,807)   -    76,500 
Convertible debenture conversion   1,716,930    461,274    -    -    -    -    461,274 
Share-based compensation   -    -    -    -    73,973    -    73,973 
Net loss for the period   -    -    -    -    -    (475,808)   (475,808)
Balance, March 31, 2025   175,999,081   $89,403,955   $1,694,494   $2,659,366   $9,534,264   $(111,922,057)  $(8,629,978)

 

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

 

Page 5

 

 

NICOLA MINING INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in Canadian dollars) - unaudited 

For the three months ended March 31, 2026 and 2025

 

1.NATURE OF OPERATIONS AND GOING CONCERN

 

Nicola Mining Inc. (the “Company” or “Nicola”) is a junior exploration company that is engaged in the business of identification, acquisition, and exploration of mineral property interests together with custom milling operations at its mill located in Merritt, B.C. (the “Merritt Mill”). The Company’s head office is located at 3329 Aberdeen Road, Lower Nicola, B.C. Nicola is a publicly listed company incorporated under the Business Corporations Act (British Columbia). The Company’s common shares are listed on the TSX Venture Exchange (the “TSX-V”) under the symbol “NIM.V”, the Nasdaq Capital Market under the symbol “NICM”, and on OTCQB operated by the OTC Markets Group Inc. under the ticker “HUSIF”.

 

As at March 31, 2026, the Company had an accumulated deficit of $115,499,421 (December 31, 2025 - $114,484,337) and working capital of $7,156,066 (December 31, 2025 – $3,114,160). To continue operations, the Company will periodically be required to raise funds through the issuance of equity or debt, be successful recommencing operations at the Treasure Mountain project (“Treasure Mountain Property”), generating positive cash flows from the Merritt Mill (“Merritt Mill”), together with ongoing exploration programs at its New Craigmont property (“New Craigmont Property”).

 

There are many external factors that can adversely affect general workforces, economies and financial markets globally such as global health conditions and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of the adverse results of these factors and its effects on the Company’s business or ability to raise funds. These factors represent a material uncertainty that may raise substantial doubt about the Company’s ability to continue as a going concern. Realization values may be substantially different from carrying values as shown and the Company’s consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

 

2.BASIS OF PRESENTATION

 

a)Statement of Compliance with IFRS Accounting Standards

 

These unaudited condensed interim consolidated financial statements of Nicola have been prepared in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, certain accounting policies applied and disclosed in note 3 in the annual consolidated financial statements prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the IASB have been condensed or omitted and these unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025. The consolidated financial statements have been prepared on an accrual basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The consolidated financial statements are presented in Canadian dollars.

 

The Company’s interim results are not necessarily indicative of its results for a full year.

 

These unaudited condensed interim consolidated financial statements were approved by the Board of Directors on May 15, 2026.

 

Page 6

 

 

NICOLA MINING INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in Canadian dollars) - unaudited 

For the three months ended March 31, 2026 and 2025

 

2.BASIS OF PRESENTATION - (continued)

 

b)Basis of Consolidation

 

These unaudited condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Huldra Properties Inc. All inter-company balances, and transactions are eliminated on consolidation.

 

c)Basis of Measurement

 

These unaudited condensed interim consolidated financial statements are presented in Canadian dollars, which is also the Company’s and its subsidiary’s functional currency and have been prepared on a historical cost basis, except for certain financial instruments, which are carried at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

d)Use of Estimates and Judgments

 

The preparation of the unaudited condensed interim consolidated financial statements in conformity with IFRS requires management to make judgments and estimates which affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. The judgments that have the most significant effect on the amounts recognized in the Company’s consolidated financial statements are as follows:

 

i)Going concern

 

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to conduct its planned work program on its mineral properties, meet its on-going levels of corporate overhead and commitments, keep its properties in good standing and discharge its liabilities as they come due. These matters result in material uncertainties which may cast significant doubt about the Company’s ability to continue as a going concern. See note 1 for details.

 

ii)Revenue – Agent versus Principal

 

The Company uses judgment in assessing whether it is acting as an agent or principal in earning milling revenues. As part of this determination, consideration has been given as to whether the Company control the goods being delivered to the customer, is primarily responsible for fulling the promise to provides goods to the customer, having any inventory risk, and the Company’s ability in establishing pricing. Management has reviewed the relevant factors and assessed that the Company is an agent.

 

iii)Impairment of non-current assets

 

Non-current assets are tested for impairment when indicators of impairment are present. Calculating the estimated fair values of cash generating units for non-current asset impairment tests requires management to make estimates and assumptions with respect to metal selling prices, future capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, production cost estimates, discount rates and exchange rates. Reduction in metal price forecasts, increases in estimated future costs of production, increases in estimated future non-expansionary capital expenditures, reductions in the amount of recoverable reserves, resources, and exploration potential, and/or adverse current economics can result in a write-down of the carrying amounts of the Company’s non-current assets.

 

Page 7

 

 

NICOLA MINING INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in Canadian dollars) - unaudited 

For the three months ended March 31, 2026 and 2025

 

2.BASIS OF PRESENTATION - (continued)

 

e)Key Sources of Estimation Uncertainty

 

The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are as follows:

 

i)ARO

 

The Company’s rehabilitation provision represents management’s best estimate of the present value of the future cash outflows required to settle the liability. Management assesses these provisions on an annual basis or when new information becomes available. This assessment includes the estimation of the future rehabilitation costs, the timing of these expenditures, inflation, and the impact of changes in discount rates, interest rates and foreign exchange rates. The actual future expenditures may differ from the amounts currently provided if the estimates made are significantly different than actual results or if there are significant changes in environmental and/or regulatory requirements in the future.

 

f)Adoption of New and Revised IFRS and IFRS Not Yet Effective

 

Certain new standards, interpretations and amendments to existing standards have been issued that are mandatory for accounting periods noted below. Some updates that are not applicable or are not consequential to the Company may have been excluded from the list below.

 

IFRS 18 Presentation and Disclosure in Financial Statements

 

IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies’ financial performance for better investment decisions.

 

I.   Three defined categories for income and expenses (operating, investing and financing) to improve the structure of the income statement, and require all companies to provide new defined subtotals, including operating profit.

 

II.  Requirement for companies to disclose explanations of management-defined performance measures (MPMs) that are related to the income statement.

 

III.  Enhanced guidance on how to organise information and whether to provide it in the primary financial statements or in the notes.

 

This new standard is effective for reporting periods beginning on or after January 1, 2027. The Company is currently in the process of assessing its impact on the consolidated financial statements.

 

3.AMOUNTS RECEIVABLE

 

   March 31, 2026   December 31, 2025 
Amounts receivable from milling operations  $805,294   $- 
Gravel, ash, soil, and other receivables   155,882    648,417 
GST receivable   241,424    198,511 
   $1,202,600   $846,928 

 

Page 8

 

NICOLA MINING INC. 

Notes to the Condensed Interim Consolidated Financial Statements 

(Expressed in Canadian dollars) - unaudited 

For the three months ended March 31, 2026 and 2025

 

4.MARKETABLE SECURITIES

 

During the period ended March 31, 2026, the Company purchased $Nil (2025 - $25,000) of Blue Lagoon Resources Inc.’s (“BLLG”) common shares and received proceeds of $55,787 (2025 - $128,462) from the sale of BLLG’s common shares. During the period ended March 31, 2026, the Company recognized a fair value gain on the marketable securities of $345,288 (2025 - $824,319).

 

As at March 31, 2026, the Company holds 5,443,857 (December 31, 2025 – 5,503,857) common shares of BLLG with a fair value of $4,463,963 (December 31, 2025 – $4,182,931) and 150,000 BLLG warrants with a fair value of $80,041 (December 31, 2025 - $71,572). 50,000 of the warrants are exercisable at $0.35 for a common share of BLLG, expires on March 14, 2027 and 100,000 of the warrants are exercisable at $0.35 for a common share of BLLG and expires on April 28, 2027.

 

5.LOAN RECEIVABLE

 

During the year ended December 31, 2025, the Company entered into a loan agreement with BLLG, pursuant to which the Company agreed to advance up to $2,000,000. The loan bears interest at 3 month Secured Overnight Financing Rate (“SOFR”) plus 7.50% per annum and is repayable one year from the date of the first advance, with interest payable monthly. BLLG may extend the loan for an additional 12 months, at which time the interest rate increases to 3 month SOFR plus 10.0% per annum. The loan is secured against gold and silver production from BLLG’s Dome Mountain Gold Project until the loan is repaid in full.

 

As at March 31, 2026, the Company had advanced $431,441 (2025 - $Nil) under the loan agreement, which is presented as a current loan receivable.

 

6.MINERAL INTERESTS

 

The Company holds a 100% interest in 30 mineral claims and 1 mineral lease at the Treasure Mountain Property, located near Hope, B.C. The properties are subject to a 2% net smelter royalty. The property remains in good standing, and further carrying charges and evaluation costs are being charged to the consolidated statement of operations as an operating expense.

 

The Company holds a 100% interest in New Craigmont Property comprising 22 mineral claims and 10 mineral leases located in Lower Nicola, BC. The properties are subject to a 2% net smelter royalty.

 

The Company’s group of claims consists of the following:

 

   March 31, 2026
$
  December 31, 2025
$
 
a) The Treasure Mountain group of claims located in the Similkameen Mining Division of British Columbia  1  1 
        
b) A Crown Grant mineral claim (Lot 1210) in the Yale Mining Division contiguous to the Treasure Mountain Claims known as the "Eureka"  1  1 
        
c) The surface rights to Lot 1209 located in the Yale Mining Diversion of British Columbia known as the “Whynot Fraction”  1  1 
d) Acquisition of 50% interest in Dominion Creek Property, located in the Cariboo Mining Diversion of British Columbia  1  1 
   4  4 

 

Exploration costs incurred are as follows:

 

   March 31, 2026   March 31, 2025 
   $   $ 
New Craigmont Property          
Assay   14,738    - 
Drilling and mapping   10,757    - 
Field supplies and rentals   4,578    3,117 
First Nations liaison consulting   -    15,000 
Geological consulting and technical fees   31,089    113,570 
Total costs incurred during the period   61,162    131,687 

Page 9

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

6.MINERAL INTERESTS – (continued)

 

Dominion Creek Property

 

On May 31, 2021, the Company entered into a Mineral Property Purchase Agreement (“Dominion Purchase Agreement”) and acquired a 50% interest in 8 mineral claims known as the Dominion Creek Property from High Range Exploration Ltd (“High Range”). The Dominion Creek Property is located near Prince George, BC. The Company acquired 50% by paying $225,000, $75,000 of which was used to commence work on a 10,000-tonne bulk sample permit application. During the year ended December 31, 2022, the Company impaired the Dominion Creek Property by $224,999 to $1 due to the delays in development.

 

The Company is committed to acquiring the 10,000 tons bulk sample permit. Nicola will, within 30 days of High Range receiving the Permit, commence incremental funding the following costs (collectively “Initial Costs”):

 

i)Camp construction costs not to exceed $50,000 (incurred);
ii)Road construction upgrade costs not to exceed $300,000 (incurred);
iii)Reclamation bonding costs not to exceed $100,000 (paid); and
iv)The Company also agreed to fund the project up to and including all costs to produce and ship 3,000 tons of ore.

 

A part of the Dominion Purchase Agreement, the Company entered a mining and profit sharing agreement (“Dominion Milling Agreement”). The Company would receive an even split for all profits after certain costs are reimbursed to High Range and Nicola (which includes all of Initial Costs).

 

Stripping costs incurred for the Dominion Creek Property is as follows:

 

   March 31, 2026   March 31, 2025 
   $   $ 
Depreciation and amortization   7,101    - 
Total costs incurred during the period   7,101    - 

 

Page 10

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

7.PROPERTY, PLANT, AND EQUIPMENT

 

    Land     Mill     Camp and Site
Infrastructure
    Heavy
Machinery
and Equipment
    Computers
and Office
Equipment
    TOTAL  
    $     $     $     $     $     $  
Cost                                    
Balance at December 31, 2024   4,180,000     2,035,877     157,585     806,102     46,250     7,225,814  
Additions   -     -     142,013     174,986     4,508     321,507  
Balance at December 31, 2025   4,180,000     2,035,877     299,598     981,088     50,758     7,547,321  
Additions   -     -     -     280,208     -     280,208  
Balance at March 31, 2026   4,180,000     2,035,877     299,598     1,261,296     50,758     7,827,529  
                                     
Accumulated Depreciation                                    
Balance at December 31, 2024   -     812,407     135,020     498,358     45,617     1,491,402  
Depreciation for the year   -     101,794     48,617     146,933     3,484     300,828  
Balance at December 31, 2025   -     914,201     183,637     645,291     49,101     1,792,230  
Depreciation for the period   -     22,431     7,101     26,508     1,657     57,697  
Balance at March 31, 2026   -     936,632     190,738     671,799     50,758     1,849,927  
                                     
Carrying Amounts                                    
At December 31, 2025   4,180,000     1,121,676     115,961     335,797     1,657     5,755,091  
At March 31, 2026   4,180,000     1,099,245     108,860     589,497     -     5,977,602  

 

8.RESTRICTED CASH

 

The Company has in place deposits amounting to $1,437,875 as at March 31, 2026 (December 31, 2025 - $1,437,875) registered in the name of the British Columbia Ministry of Finance as security for its mining permits and for reclamation clean up at the Treasure Mountain Property, the Merritt Mill and decommissioned tailings, Dominion Creek Project and the New Craigmont Property.

 

Page 11

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

9.SECURED CONVERTIBLE DEBENTURE

 

The outstanding principal and interest of the Debentures and Second Tranche Debentures were secured against the assets of the Company.

 

Year ended December 31, 2025

 

On January 3, 2025, a $45,000 convertible debenture and interest of $4,421 were converted into 246,995 of the Company’s common shares. Upon this conversion, all remaining convertible debentures that matured on January 9, 2025 were converted.

 

During the year ended December 31, 2025, debenture holders converted the principal and settled interest of $4,803,067 for the convertible debenture that matured on November 21, 2025, into 26,088,257 common shares.

 

The following table summarizes the changes in secured convertible debenture for the year ended December 31, 2025 and the period ended March 31, 2026.

 

   March 31, 2026   December 31, 2025 
Opening  $       -   $4,481,066 
Accrued interest and accretion   -    371,422 
Less payment of interest   -    - 
Conversion of convertible debenture and interest   -    (4,852,488)
   $-   $- 

 

10.ASSET RETIREMENT OBLIGATION

 

   March 31, 2026
$
   December 31, 2025
$
 
Opening balance   13,754,006    14,219,544 
Change in estimate   -    (938,376)
Accretion expense   156,343    472,838 
Closing balance   13,910,349    13,754,006 

 

The Company’s estimates of future decommissioning and restoration for reclamation and closure costs for its mine and exploration and evaluation assets are based on reclamation standards that meet Canadian regulatory requirements. Elements of uncertainty in estimating these amounts include potential changes in regulatory requirements, reclamation plans and cost estimates, discount rates and timing of expected expenditures.

 

Merritt Mill

 

The Merritt Mill reclamation costs were adjusted using a long-term inflation rate of 2.28% (2025 – 2.31%) and then discounted using a risk-free rate of 3.85% (2025 – 3.85%).

 

The Company estimates the undiscounted and uninflated reclamation costs associated with the Merritt Mill to be $15,641,041 (December 31, 2025 - $15,641,041). The Company anticipates it will settle these obligations over 13 years (2025 – 14 years).

 

Treasure Mountain

 

The Treasure Mountain reclamation costs were adjusted using a long-term inflation rate of 2.28% (2025 – 2.28%) and then discounted using a risk-free rate of 3.11% (2025 – 3.11%).

 

Page 12

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

10.ASSET RETIREMENT OBLIGATION – (continued)

 

The Company estimates the undiscounted and uninflated reclamation costs associated with Treasure Mountain is $1,180,636 (December 31, 2025 - $1,180,636). The Company anticipates it will settle these obligations over 6 years (2025 – 7 years).

 

11.SHARE CAPITAL AND RESERVES

 

a)Common Shares

 

Authorized

 

The authorized capital stock of the Company is an unlimited number of common shares without par value.

 

Three months ended March 31, 2026

 

On January 29, 2026, the Company completed a non-brokered private placement issuing 5,512,001 units at $0.90 per unit for gross proceeds of $4,960,801. The Company paid $159,616 of finder’s fees, resulting in net proceeds of $4,801,185. Each unit consists of one common share of the Company and one common share purchase 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. The expiry date of the warrants can be accelerated if the closing price of the Company’s common shares on the TSX-V is $1.70 or greater for a minimum of ten consecutive trading days.

 

During the period ended March 31, 2026, 125,000 common shares were issued from stock options exercised for gross proceeds of $37,500.

 

Year ended December 31, 2025

 

On January 3, 2025, a $45,000 convertible debenture and interest of $4,421 for the convertible debentures that matured on January 9, 2025, were converted into 246,995 of the Company’s common shares (note 9).

 

On March 12, 2025, the Company completed a non-brokered private placement issuing 4,038,955 units at a price of $0.28 per unit, for gross proceeds of $1,130,907 and paid $98,455 of transaction

 

costs, for net proceeds of $1,032,452. Each unit consists of one common share and one-half of one share purchase warrant, with each warrant entitling the holder to purchase one additional common share of the Company at a price of $0.40 each for a period of three years from the closing. The warrants are subject to an acceleration clause whereby, if the shares of the Company trade on the TSX-V at a closing price of $0.60 or greater per share for a period of ten consecutive trading days, the Company may accelerate the expiry of the warrants to thirty days after notice is given.

 

On July 17, 2025, the Company closed a non-brokered flow-through private placement for an aggregate of 4,350,000 units at a price of $0.50 per unit for gross proceeds of $2,175,000. Each unit consists of one flow-through common share and one-half of one non-flow-through common share purchase warrant. Each warrant is exercisable at a price of $0.65 and expires on July 17, 2027. Total share issuance costs paid were $153,822.

 

Page 13

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

11.SHARE CAPITAL AND RESERVES – (continued)

 

On July 21, 2025, the Company elected to accelerate the expiry of outstanding common share purchase warrants of the Company originally issued under financings completed on March 12, 2025, exercisable at $0.40 per common share. Pursuant to the acceleration, a total of 2,019,477 warrants were exercised at $0.40 per common share for gross proceeds of $807,791.

 

During the year ended December 31, 2025, debenture holders converted the principal and settled interest of $4,803,067 for the convertible debentures that matured on November 21, 2025, into 26,088,257 common shares (note 9).

 

During the year ended December 31, 2025, the Company issued 2,952,500 common shares from stock option exercised for total proceeds of $811,150.

 

During the year ended December 31, 2025, the Company issued 1,000,000 common shares to settle restricted share units (“RSUs”) vested (note 12).

 

b)Flow-Through Premium Liability:

 

   March 31, 2026   December 31, 2025 
Flow-through premium liability  $      -   $102,524 
Settlement of flow-through premium liability pursuant to qualified expenditures   -    (102,524)
Closing balance  $-   $- 

 

The remaining qualifying expenditures to incur was $1,297,454 as at March 31, 2026 (December 31, 2025 - $1,358,616).

 

c)Share Purchase Warrants

 

   Number of
Warrants
   Weighted Average
Exercise Price
$
 
Balance at December 31, 2024  -   - 
Warrants issuance  4,194,477    0.53 
Warrants exercised  (2,019,477)   0.40 
Balance at December 31, 2025  2,175,000    0.65 
Warrants issuance  5,512,001    1.10 
Balance at March 31, 2026  7,687,001    0.97 

 

As at March 31, 2026, the weighted average remaining life of the share purchase warrants is 2.40 (December 31, 2025 - 1.54) years.

 

Page 14

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

11.SHARE CAPITAL AND RESERVES – (continued)

 

As at March 31, 2026, the following share purchase warrants were outstanding:

 

Number
Outstanding
    Exercise
Price
    Weighted
Average
Contractual
Life (Years)
    Expiry Date
  2,175,000     $ 0.65       1.30     July 17, 2027
  5,512,001     $ 1.10       2.84     January 29, 2029
  7,687,001                      

 

12.SHARE-BASED PAYMENT

 

2022 Equity Incentive Plan

 

Effective May 14, 2022, the Company adopted an equity incentive plan (the “Equity Incentive Plan”). The Equity Incentive Plan has two components as follows: (i) a rolling stock option plan for the grant of stock options for an amount up to 10% of the number of issued and outstanding common shares, and (ii) a fixed plan for the grant of performance equity securities including Deferred Share Units (“DSUs”), Restricted Share Units (“RSUs”), and Performance Share Units (“PSUs”) (“DSUs” and, collectively with the RSUs and PSUs, the “Performance-Based Awards”).

 

Pursuant to the Equity Incentive Plan, the Company is authorized to grant stock options to executive officers, directors, employees, and consultants. The Board shall determine any vesting terms applicable to the grants.

 

Pursuant to the Equity Incentive Plan, the Company is authorized to grant Performance-Based Awards to executive officers, directors, employees, and consultants with the maximum aggregate number of common shares that may be issuable for Performance Based Awards not to exceed 21,625,138 (2025 – 21,061,438) common shares. The Board shall determine any vesting terms applicable to the grants.

 

During the period ended March 31, 2026, the Company granted 65,000 (2025 – Nil) stock options and to consultants, employees and directors of the Company.

 

The stock options were valued using Black-Scholes valuation model with the following weighted average assumptions:

 

   March 31,
2026
   March 31,
2025
 
Fair value of common shares at grant  $1.11    - 
Exercise price  $1.14    - 
Expected life   5 years    - 
Volatility   91%   - 
Dividend rate   0%   - 
Risk free rate   2.88%   - 
Fair value of stock option  $0.79    - 

 

Volatility was determined based on the historical trading prices of the Company.

 

Page 15

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

12.SHARE-BASED PAYMENT – (continued)

 

The following is a summary of changes in stock options:

 

   Number of
Options
   Weighted Average
Exercise Price
$
 
Balance at December 31, 2024  10,400,000    0.27 
Options granted  3,250,000    0.94 
Exercised options  (2,952,500)   0.27 
Cancelled/Expired options  (500,000)   0.32 
Balance at December 31, 2025  10,197,500    0.48 
Options granted  65,000    1.14 
Exercised options  (125,000)   0.30 
Balance at March 31, 2026  10,137,500    0.49 

 

The weighted average remaining life of the stock options is 3.14 years (December 31, 2025 – 3.35 years). During the period ended March 31, 2026, $51,350 (2025 - $Nil) related to stock options was recognized in share-based compensation.

 

As at March 31, 2026, the following stock options were outstanding and exercisable:

 

Number
Outstanding
    Number
Exercisable
    Exercise
Price
    Weighted
Average
Contractual
Life (Years)
    Expiry Date
  150,000       150,000     $ 0.22       0.52     October 5, 2026
  1,822,500       1,822,500     $ 0.16       1.52     October 5, 2027
  100,000       100,000     $ 0.30       2.09     May 2, 2028
  1,850,000       1,850,000     $ 0.36       2.32     July 26, 2028
  50,000       50,000     $ 0.30       2.35     August 3, 2028
  2,350,000       2,350,000     $ 0.27       3.05     April 18, 2029
  500,000       500,000     $ 0.30       3.72     December 18, 2029
  400,000       400,000     $ 0.50       4.25     July 1, 2030
  2,850,000       2,850,000     $ 1.00       4.68     December 3, 2030
  65,000       65,000     $ 1.14       4.94     March 9, 2031
  10,137,500       10,137,500                      

 

Restricted Shares Unit

 

On December 18, 2024, the Company issued 1,000,000 Restricted Share Units (“RSUs”) with a fair value of $0.30 per RSU and a vesting date of December 18, 2025. On December 31, 2025, 1,000,000 common shares were issued to settle the RSUs vested.

 

On December 3, 2025, the Company issued 1,015,000 RSUs with a fair value of $0.97 per RSU and a vesting date of January 1, 2027. During the period ended March 31, 2026, $224,897 (2025 - $73,973) related to RSUs was recognized in share-based compensation.

 

Page 16

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

13.MILLING REVENUE AND OTHER INCOME

 

Major customers are defined as customers that each individually account for greater than 10% of the Company’s revenues. For the three months ended March 31, 2026 and March 31, 2025, one customer, which is controlled by a director of the Company, accounted for 100% of the Company’s milling revenue. During the year ended March 31, 2026, the Company recognized $72,395 (2025 - $218,209) of other income related to royalty on gravel pit, space rental, and materials disposal.

 

14.MILLING – COST OF SALES

 

Cost of sales relate to all costs associated with operating the mill and are expensed as incurred as the Company does not control the goods or services before they are transferred to a customer. Revenue is recognized when the ore processing service is rendered by the Company, accepted by the customer, collection is reasonably assured, and performance obligations are satisfied. As a result, the recognition of milling costs does not necessarily coincide with the recognition of the related revenue and such costs are not matched to specific revenue periods.

 

   March 31, 2026   March 31, 2025 
   $   $ 
Amortization and depreciation  60,775   80,889 
Power and fuel  129,192   26,076 
Mill supplies and rentals  215,196   83,968 
Mill repairs  88,126   30,527 
Salaries and wages  643,068   169,899 
Total milling - cost of sales  1,136,357   391,359 

 

15.RELATED PARTY TRANSACTIONS

 

Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, and consist of its directors, the Chief Executive Officer, and the Chief Financial Officer. The following is a summary of the Company’s key management compensation:

 

   Three months ended March 31, 
   2026   2025 
   $   $ 
Consulting fees  104,700   79,500 
Share-based compensation  180,351   60,140 
Total  285,051   139,640 

 

As at March 31, 2026, included within accounts payable and accrued liabilities is $58,650 owed to related parties of the Company (December 31, 2025 - $230,560). The amounts due to related parties are unsecured, non-interest bearing, and due on demand.

 

As at March 31, 2026, included within amounts receivable is $613,869 owed from a company controlled by a director of the Company (December 31, 2025 - $Nil) for milling revenue. The amounts receivable are unsecured, non-interest bearing, and are due upon the final weights and assays of the concentrate being determined.

 

During the year ended December 31, 2025, the Company received a $500,000 USD loan from a company controlled by a director of the Company. The loan is subject to an annual interest rate of 3 month Secured Overnight Financing Rate + 6.5% and shall be repaid against the Company’s milling income or cash. During the period ended March 31, 2026, the loan principal and related interest were fully repaid.

 

Page 17

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

16.FINANCIAL AND CAPITAL RISK MANAGEMENT

 

Fair Value

 

The carrying value of cash and cash equivalent, amounts receivables, loan receivable, accounts payable and accrued liabilities, loan payable and lease liabilities approximate their fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates fair value due to the nature of this asset.

 

The Company records its financial instruments, other than marketable securities which are at fair value through profit or loss, at amortized cost.

 

The financial instruments have been characterized on a fair value hierarchy based on whether the inputs to those valuation techniques are observable (inputs reflect market data obtained from independent sources) or unobservable (inputs reflect the Company’s market assumptions).

 

The three levels of fair value estimation are:

 

Level 1 – quoted prices in active markets for identical instruments.

 

Level 2 – quoted prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

Marketable securities common shares are measured using level 1 inputs and marketable securities warrants are measured using level 2 inputs.

 

Risk Exposure and Management

 

Overview

 

The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The principal financial risks to which the Company is exposed are credit risk, interest rate risk, liquidity risk, commodity and equity price risk, and currency risk.

 

Credit Risk

 

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. As at March 31, 2026, the Company’s maximum exposure to credit risk is the carrying value of its cash and cash equivalent, restricted cash, and amounts receivables in the amount of $5,094,765 (December 31, 2025 - $3,983,204).

 

All of the Company’s cash is held with a major financial institution in Canada and management believes the exposure to credit risk with respect to such institutions is not significant. Those financial assets that potentially subject the Company to credit risk are primarily receivables. The Company considers the risk of material loss to be significantly mitigated due to the financial strength of the parties from whom the receivables are due, including government organizations.

 

Interest Rate Risk

 

The Company’s financial assets exposed to interest rate risk consist of cash and cash equivalents balances. The interest earned on the cash and cash equivalents is at a fixed rate and approximates fair value rates, and the Company is not subject to significant interest rate risks.

 

Page 18

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

16.FINANCIAL AND CAPITAL RISK MANAGEMENT – (continued)

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it projects the funds required to support its operations.

 

Management anticipates that it may incur expenditures towards exploring its mineral interests and other Company assets. However, there is no assurance that the Company will operate profitably or will generate positive cash flow in the future. The Company has limited working capital, no history of profitable operations and no assurance that additional funding will be available to it for further exploration and development of its mineral interests. The Company may also need further financing if it decides to obtain additional mineral properties. As such, the Company is subject to many risks common to exploration enterprises, including undercapitalization, cash shortages and limitations with respect to personnel, financial, access to other resources, and lack of revenues. Although the Company has been successful in the past in obtaining financing through credit facilities or the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Such means of financing typically result in dilution of the positions of existing shareholders, either directly or indirectly.

 

Failure to obtain additional financing could result in the delay or indefinite postponement of further exploration.

 

A summary of the Company’s commitments over the next five years is as follows:

 

March 31, 2026  Less than 12 months
($)
   One to five years ($)   Total ($) 
Accounts payable and accrued liabilities  1,805,024   -   1,805,024 
Lease liabilities  98,606   141,444   240,050 
Total  1,903,630   141,444   2,045,074 

 

Foreign Exchange Rate Risk

 

The functional currency of the Company is the Canadian dollar. As at March 31, 2026 and December 31, 2025, the Company has not entered into contracts to manage foreign exchange risk.

 

Commodity and Equity Price Risk

 

The ability of the Company to explore its exploration assets, continue milling operations, and the future profitability of the Company are directly related to the market price of copper, gold, silver, and other precious metals. Equity price risk is defined as the potential adverse impact on the Company’s performance to movements in individual equity prices or general movements in the level of the stock market.

 

Page 19

 

 

NICOLA MINING INC.
Notes to the Condensed Interim Consolidated Financial Statements
(Expressed in Canadian dollars) - unaudited
For the three months ended March 31, 2026 and 2025

 

16.FINANCIAL AND CAPITAL RISK MANAGEMENT – (continued)

 

Capital Management

 

The Company considers capital to be the elements of shareholders’ equity (deficit). The Company’s primary objectives in capital management are to safeguard the Company’s ability to continue as a going concern to provide returns for shareholders and to maintain sufficient funds to finance the exploration and development of its mineral property interests and Merritt Mill operations. The Company manages its capital structure to maximize its financial flexibility by adjusting to changes in economic conditions, and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements. There have been no changes to the management of capital during the current fiscal year.

 

17.SUBSEQUENT EVENTS

 

a)On April 14, 2026, the Company closed an underwritten public offering in the United States consisting of 930,233 American Depositary Shares (“ADS”) units, each ADS unit consists of one ADS and an accompanying ADS warrant, at an offering price of US$6.45 per unit for gross proceeds of US$6,000,000. Each ADS represents 12 common shares of the Company. Each ADS warrant will have an exercise price of $12.2213 to acquire one ADS, exercisable immediately upon issuance and will expire on the fifth anniversary of the issuance date. In connection to the offering, the Company granted 46,512 underwriter warrants to purchase ADS units with an exercise price of $9.8088 per unit, expiring on the fifth anniversary of the issuance date. The Company estimates additional financing costs of the offering to be approximately US$1,100,000.

 

b)On April 17, 2026, the Company issued an additional 139,534 ADS units at a price of US$6.45 for total gross proceeds of US$900,000 and issued an additional 6,976 underwriter warrants upon the exercise of the over-allotment option. The terms of the ADS units and underwriter warrants is the same as the above.

 

c)Subsequent to the period-end, 22,834 ADS warrants were exercised for 22,834 ADS and gross proceeds of $279,061. 46,512 ADS warrants were exercised for 13,593 ADS through a cashless exercise.

 

Page 20

 

 

Exhibit 99.2

 

Three months ended March 31, 2026

 

 

 

Management’s Discussion and Analysis

 

For the three months ended March 31, 2026

(Expressed in Canadian dollars, unless otherwise noted)

 

 

May 15, 2026

 

The following management’s discussion and analysis (“MD&A”) was prepared as of date of the report per above and is management’s assessment of the operating results and financial condition of Nicola Mining Inc. (“Nicola” or the “Company”) together with its subsidiaries. For further information on the Company, reference should be made to its public filings on SEDAR+ at www.sedarplus.ca. Information is also available on the Company’s website at www.nicolamining.com. This MD&A should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025 and unaudited condensed interim consolidated financial statement for the period ended March 31, 2026, and the related notes thereto which have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The MD&A contains certain forward-looking statements, please review the disclaimers that are provided on the last page of the report.

 

OVERVIEW

 

Nicola is a junior exploration and custom milling company that is engaged in the business of identification, acquisition, and exploration of mineral property interests together with custom milling partnerships at its Merritt Mill.

 

The Company’s common shares are listed on the TSX Venture Exchange (the “TSX-V”) under the symbol “NIM.V”, the Nasdaq Capital Market under the symbol “NICM”, and on OTCQB operated by the OTC Markets Group Inc. under the ticker “HUSIF”.

 

FISCAL QUARTER MARCH 31, 2026 HIGHLIGHTS

 

·       On January 5, 2026, the Company announced that it and Blue Lagoon Resources (CSE:BLLG) ("Blue Lagoon") have sold US$1.0 million gold and silver to Ocean Partners UK Limited ("Ocean Partners").

 

·       On January 29, 2026, the Company completed a non-brokered private placement issuing 5,512,001 units at $0.90 per unit for gross proceeds of $4,960,800. The Company paid $159,616 of finder’s fees, resulting in net proceeds of $4,801,185. Each unit consists of one common share of the Company and one common share purchase 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. The expiry date of the warrants can be accelerated if the closing price of the Company’s common shares on the TSX-V is $1.70 or greater for a minimum of ten consecutive trading days.

 

·       On March 9, 2026, the Company granted 65,000 stock options with an exercise price of $1.14, expiring in 5 years.

 

Period ended – March 31, 2026Page 1

 

Three months ended March 31, 2026

 

Subsequent to March 31, 2026

 

·       On April 14, 2026, the Company closed an underwritten public offering in the United States consisting of 930,233 American Depositary Shares (“ADS”) units, each ADS unit consists of one ADS and an accompanying ADS warrant, at an offering price of US$6.45 per unit for gross proceeds of US$6,000,000. Each ADS represents 12 common shares of the Company. Each ADS warrant will have an exercise price of $12.2213 to acquire one ADS, exercisable immediately upon issuance and will expire on the fifth anniversary of the issuance date. In connection to the offering, the Company granted 46,512 underwriter warrants to purchase ADS units with an exercise price of $9.8088 per unit, expiring on the fifth anniversary of the issuance date. The Company estimates additional financing costs of the offering to be approximately US$1,100,000.

 

·       On April 17, 2026, the Company issued an additional 139,534 ADS units at a price of US$6.45 for total gross proceeds of US$900,000 and issued an additional 6,976 underwriter warrants upon the exercise of the over-allotment option. The terms of the ADS units and underwriter warrants is the same as the above.

 

·       On April 28, 2026, the Company commenced the 2026 Exploration Diamond Drilling Program (the "2026 Program") at its New Craigmont Copper Project ("New Craigmont"), near Merritt, BC.

 

·       Subsequent to the period-end, 22,834 ADS warrants were exercised for 22,834 ADS and gross proceeds of $279,061. 46,512 ADS warrants were exercised for 13,593 ADS through a cashless exercise.

 

TREASURE MOUNTAIN PROJECT

 

Overview

 

Nicola’s Treasure Mountain Project is located 29 kilometres northeast of Hope, British Columbia, approximately 3 hours from Vancouver, British Columbia. In May 2012, the Company received a mining lease covering 335 ha of which 248 ha are active workings. The Company’s mineral claim holdings consist of 30 continuous mineral claims covering an area of approximately 2,200 ha, one partially overlapping mining lease covering 335 ha at the Treasure Mountain Project and a Mines Act (British Columbia) (the “Mines Act”) permit for the Treasure Mountain Project for the removal of 60,000 tonnes per year of silver/lead/zinc mill feed from the underground mine and the transfer of the mill feed offsite for processing. The Treasure Mountain Project has been in care and maintenance since July 26, 2013. A resource estimate was prepared in 2009 and an updated Technical Report was completed in 2012, in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). From 2012 to 2019, no subsequent mining activity or exploration was completed on the project. A Qualified Person has not done any work to classify this historical resource estimate as current therefore Nicola Mining is not treating it as current. The majority of the Company’s Treasure Mountain Project historical mineral resource has been classified as Inferred according to CIM Definition Standards for Mineral Resources and Mineral Reserves (2014), whereby the economic viability of such resources cannot be determined. 

 

Outlook:

 

The Company believes that Treasure Mountain’s upside potential is not associated with the developed mine, but in its highest priority target, the MB Zone. While 2025 focused on exploration at New Craigmont, the Company received a multi-year area-based permit from the Ministry of Mining and Critical Minerals on June 4, 2025 that authorizes it to conduct exploration activities for up to 5 years at Treasure Mountain. Exploration preparation commenced in June 2025, which included a review of soil sampling and an airborne magnetic survey in preparation for a drill program in the MB Zone. The planned 2026 drilling program is a culmination of airborne magnetic geophysical surveys, extensive soil sampling programs and field reconnaissance over the past decade.

 

Period ended – March 31, 2026Page 2

 

Three months ended March 31, 2026

 

NEW CRAIGMONT PROJECT

 

Overview

 

The Company’s claim holdings at the New Craigmont Project consist of 22 contiguous mineral claims covering approximately 10,600 hectares, and 10 partially overlapping mineral leases covering approximately 347 hectares located near Merritt, British Columbia, approximately 3 hours from Vancouver, British Columbia.

 

The New Craigmont Project (the “Project”) does not conform to a “typical” exploration pipeline. The Project is a permitted historic mine site with active permits under a current mine permit M-68, which covers an area approximately 1400 ha. In addition, extensive work done on the mine (c.1958-c.1982) was focused primarily on ore definition, development, and extraction of mineral inventory, known at the time. This work resulted in a cumulative production of 36.75 million tonnes of ore grading 1.28% copper (“Cu”). However, the Project had limited exploration beyond its historic operations.

 

The geological model adopted by Craigmont Mines Ltd. exploration team was one in which Cu and iron (“Fe”) were derived from country rock by fluids heated by intrusion of the Guichon Creek Batholith. Mineralization occurred preferentially along calcareous rocks resulting in a strata-bound skarn deposit.

 

Field relationships from mapping completed since 2015 and drilling in 2016 demonstrate that the Guichon Creek Batholith is cut by veins containing propylitic alteration mineral assemblages and copper mineralization, indicating that hydrothermal events occurred after emplacement of the Guichon Creek batholith. It is possible and more likely hydrothermal alteration and associated Cu mineralization was caused by magmatic-hydrothermal fluids. In the last decade, through increased demand for copper and diminishing copper grades, academic research primarily focussed on low-grade, large tonnage porphyry systems. This research suggests genetic links exist between magmatic-derived hydrothermal fluids and porphyry, skarn, and epithermal deposit formation. A recently published (2026) M.Sc. thesis from UBC concluded that Craigmont is a porphyry-linked skarn system. The geological team at Nicola Mining realise that the broader alteration system at the New Craigmont Project was not fully explored. Re-evaluation of this alteration system is believed to aid in efficient and effective exploration of the land package, which may have been historically overlooked.

 

Objectives and Strategy

 

Nicola’s primary objectives at the New Craigmont Project are to prove the historic skarn’s un-exploited mineral inventory and to explore for porphyry copper systems believed to be the source of fluid responsible for the skarn mineralization using modern exploration techniques. The Company also plans to re-evaluate the potential from material not processed at the time of mining and unlock its value with increasing commodity prices from global demand. To this effect, target development and confirmation drilling aims to develop targets deemed to have the potential for significant mineralization on the project land package. A mineral resource estimate was completed in 2020 in accordance with NI 43-101 on the Southern Mining Terraces and 3060 Portal Dump areas.

 

Outlook:

 

The Company completed an IP Survey in May of 2024 to further define drill targets in the WP, MARB and CAS zones, which were subsequently drilled and results published. The Company also drilled a step out hole at the Embayment Zone, which expanded the known mineralized area. Given the successful results of the 2024 drill program, the Company drilled targets in the same areas in 2025 and published the results. Observations and interpretations from the 2025 diamond drilling program, along with the M.Sc. thesis results, support the presence of porphyry systems. Further diamond drilling is planned for 2026 as well as to continue the ongoing process of building a New Craigmont database using all current and historic exploration data.

 

Period ended – March 31, 2026Page 3

 

Three months ended March 31, 2026

 

DOMINION CREEK GOLD PROPERTY PROJECT

 

Overview

 

On June 15, 2021, the Company announced the acquisition of a 50% interest in the Dominion Creek Property, located 43 km northeast of the Town of Wells and about 110 kilometers east-southeast of Prince George from High Range Exploration Ltd (“High Range”). Pursuant to the terms of a Mineral Property Purchase Agreement (the “Mineral Property Purchase Agreement”) between the Company and High Range, the Company paid $150,000 for the 50% acquisition of the Dominion Creek Property consisting of 8 continuous mineral claims totalling 1,040 hectares plus $75,000 for High Range to commence work and to submit a 10,000-tonne bulk sample permit application.

 

On October 24, 2021, the Company executed a Mining and Milling Profit Share Agreement with High Range for mill feed to be delivered and processed at the Merritt Mill. The Company’s combined 50% ownership and terms under the Mining and Milling Profit Share Agreement provide it a 75% economic benefit of Dominion Creek.

 

Upon High Range receiving the permit, the Company would, within 30 days, commence incremental funding of $450,000 plus all costs to produce and ship 3,000 tonnes of mill feed to Merritt Mill for processing into concentrate. The $450,000 plus the $75,000 previously advanced as part of the Mineral Property Purchase Agreement shall be reimbursed from the distribution proceeds of the sale of concentrates.

 

On January 20, 2022, the Company announced that Dominion Gold Project has submitted its Cariboo Mitigation Plan to EMLI.

 

Outlook:

 

On November 4, 2025, the Company completed work at Dominion for 2025 and has completed all mine development for the 10,000 tonnes bulk sample, which is planned to recommence in July of 2026. Initially, the Company had planned to ship up to 2000 tonnes to the Nicola mill in 2025 for processing, but opted to wait until next year for two reasons – weather and project size. Mining activities will recommence in 2026.

 

LIQUIDITY AND CAPITAL RESOURCES

 

A summary of the Company’s cash position and changes in cash and cash equivalents for:

 

   Three months ended March 31, 
(tabled amounts are expressed in thousands of Canadian dollars)  2026   2025 
Cash used in operating activities  $(2,709)  $(1,338)
Cash (used in) provided by investing activities   (619)   102 
Cash provided by financing activities   4,084    1,117 
Increase (decrease) in cash   756    (119)
Cash and cash equivalents, end of period  $2,454   $1,343 

 

As of March 31, 2026, the Company reported a net working capital of $7.2 million, compared to a net working capital of $3.1 million as of December 31, 2025. The increase in the net working capital is primarily due to the increase in milling operations and the closing of a private placement which has enabled the Company to settle its current liabilities.

 

Period ended – March 31, 2026Page 4

 

Three months ended March 31, 2026

 

Cash used in operating activities increased compared to the same period in 2025. This increase was primarily driven by the repayment of accounts payable and accrued liabilities during the period ended March 31, 2026.

 

Cash used in investing activities amounted to $0.6 million during the current period primarily due to the purchase of property, plant and equipment for the Company’s milling operations and the repayment of a loan compared to $0.1 million cash provided by investing activities in the comparative period due to the proceeds from the sale of marketable securities.

 

Cash inflow from financing activities totaled $4.1 million in the current period, compared to a cash inflow of $1.1 million in the prior year. The cash inflow from financing activities in the current period was higher mainly due to $5.0 million gross proceeds from private placement.

 

The Company’s ability to continue as a going concern remains dependent on its ongoing capacity to raise capital and sustain profitability in its milling operations.

 

INTERIM FINANCIAL INFORMATION

 

    Three months ended March 31,  
In thousands ‘000   2026     2025  
Milling revenue   $ 1,502     $ 6  
Gravel, ash, soil, and other income     72       218  
Net loss     (1,015 )     (476 )
Loss per share, basic/diluted     (0.00 )     (0.00 )
                 
Cash     2,454       1,462  
Total assets     16,659       10,977  
Current liabilities     1,904       5,294  
Non-current financial liabilities*     95       22  
Cash dividend declared     -       -  

 

*Non-current financial liabilities represent total non-current liabilities excluding the asset retirement obligation (“ARO”).

 

Net loss for the period ended March 31, 2026 was $1.0M, comparing to the net loss of $0.5M in the same period of the prior year. Thie increase was mainly due to the increase in share-based compensation from a stock option grant and vesting of RSUs and also an increase in expenses incurred for the Company’s listing on Nasdaq Capital Market.

 

Total assets increased during the period ended March 31, 2026 due to the increase in milling operations resulting in an increase in amounts receivable, the closing of a private placement, and the fair value gains on the Company’s marketable securities. Overall financial liabilities have decreased due to the repayment of a loan, settlement of accounts payable and accrued liabilities, and the recognition of deferred revenue as milling revenue after the Company had fulfilled its performance obligations during the period ended March 31, 2026.

 

Period ended – March 31, 2026Page 5

 

Three months ended March 31, 2026

 

QUARTERLY RESULTS

 

   March 31, 2026
($)
   December 31, 2025
($)
   September 30, 2025
($)
   June 30, 2025
($)
   March 31, 2025
($)
   December 31, 2024
($)
   September 30, 2024
($)
   June 30, 2024
($)
 
Milling revenue   1,502,380    903,216    552,682    72,842    6,398    743,562    Nil    Nil 
Gravel, ash, soil and other income   72,395    180,199    196,730    206,229    218,209    263,727    1,136,445    252,562 
Exploration expense   61,162    256,956    558,115    267,342    131,687    440,987    554,239    586,529 
Stripping costs   7,101    (15,993)   1,346,555    -    -    -    -    - 
Net Income (loss)   (1,015,084)   (2,236,169)   (3,994,137)   1,181,286    (475,808)   (210,267)   (1,472,665)   (2,519,885)
Income (loss) per Share (basic and diluted)   (0.00)   (0.01)   (0.02)   0.01    (0.00)   (0.00)   (0.01)   (0.02)
Total assets   16,658,590    14,549,987    13,756,058    12,873,068    10,977,505    10,659,233    10,051,414    11,606,576 

 

Three months ended March 31, 2026 compared to all historical quarters

 

Mill Revenue and Other Income - for the three months ended March 31, 2026, the Company generated combined milling revenue and other income of $1.6 million. Historically, this figure has varied based on the level of milling activity and the timing and volume of other business contracts. As these revenue streams are largely contract-dependent, fluctuations are expected across quarters.

 

Exploration Expense - Exploration expenses for the current quarter totaled $61,162. Exploration activity decreased in the current quarter compared to prior periods as the Company was planning for the upcoming New Craigmont drill program which began in April 2026, development of Dominion Creek, and the drilling of Treasure Mountain in 2026.

 

Stripping costs - During Q3 2025, significant exploration and development activities were incurred on the Company’s Dominion Creek Project in preparation for the for the 10,000 tonnes bulk sample. The Company plans to restart operations at Dominion Creek at the end of Q2 2026.

 

Net Loss - The net loss for the quarter was $1,015,084, which was primarily due to the stock options granted, vesting of RSUs, and the expenses incurred in connection with the Company’s listing on the Nasdaq Capital Market.

 

Change in Total Assets

 

The Company’s total assets fluctuated between $10.0 million and $16.7 million. This is typically driven by the timing of private placements and cash position and the fair value gains or losses on the Company’s marketable securities.

 

Period ended – March 31, 2026Page 6

 

Three months ended March 31, 2026

 

SHAREHOLDER’S EQUITY

 

As at March 31, 2026 and as at the date of this report

 

The Company’s authorized capital stock consists of an unlimited number of common shares without par value. As at March 31, 2026 and the date of this report, the Company has the following shareholder equity items outstanding:

 

  

Restricted
share

units

   Stock
options
   Share
purchase
warrants**
   Common
shares*
 
As at March 31, 2026   1,015,000    10,137,500    7,687,001    216,251,381 
U.S. Offering   -    -    11,162,796    11,162,796 
Broker warrants issued to underwriters of U.S. Offering   -    -    558,144    - 
Exercise of over-allotment   -    -    83,712    1,674,408 
Warrant exercises   -    -    (832,152)   437,124 
As at date of the report   1,015,000    10,137,500    18,659,501    229,525,709 

 

*As of the date of this report, there are 1,106,194 ADSs outstanding that is listed on the Nasdaq Capital Market under the symbol “NICM”. Each ADS is equivalent to 12 common shares of the Company.

**As of the date of this report, there are 914,375 ADS warrants outstanding exercisable into ADRs of the Company.

 

Stock options

 

The table below provides a summary of the stock options outstanding as at date of the report:

 

Number
Outstanding
   Number
Exercisable
   Exercise
Price
  

Weighted

Average

Contractual
Life (Years)

   Expiry Date
 150,000    150,000   $0.22    0.52   October 5, 2026
 1,822,500    1,822,500   $0.16    1.52   October 5, 2027
 100,000    100,000   $0.30    2.09   May 2, 2028
 1,850,000    1,850,000   $0.36    2.33   July 26, 2028
 50,000    50,000   $0.30    2.35   August 3, 2028
 2,350,000    2,350,000   $0.27    3.05   April 18, 2029
 500,000    500,000   $0.30    3.72   December 18, 2029
 400,000    400,000   $0.50    4.26   July 1, 2030
 2,850,000    2,850,000   $1.00    4.68   December 3, 2030
 65,000    65,000   $1.14    4.95   March 9, 2031
 10,137,500    10,137,500              

 

Restricted shares units (“RSUs”)

 

As at the date of this report, there are 1,015,000 RSUs that vest on January 1, 2027.

 

Period ended – March 31, 2026Page 7

 

Three months ended March 31, 2026

 

Warrants

 

As at the date of this report:

 

·There are 2,175,000 warrants outstanding that have an exercise price of $0.65 and expires on July 17, 2027.

 

·There are 907,399 ADS warrants exercisable into 12 common shares of the Company at a price of $12.2213 per warrant and expires April 14, 2031.

 

·There are 6,976 ADS warrants exercisable into 12 common shares of the Company at a price of $9.8088 and expires on April 10, 2031.

 

REGULATORY DISCLOSURES

 

Off balance sheet arrangements

 

The Company does not have any off-balance sheet arrangements as at March 31, 2026 and date of this report.

 

Proposed Transactions

 

The Company does not have any proposed transactions as at March 31, 2026 and date of this report other than as disclosed elsewhere in this document.

 

Financial instruments

 

Fair Value

 

The carrying value of cash and cash equivalents, amounts receivables, loan receivable, accounts payable and accrued liabilities, loan payable and lease liabilities approximate their fair value because of the short-term nature of these instruments. The carrying value of restricted cash approximates to fair value due to the nature of this asset.

 

The Company records its financial instruments, other than marketable securities which are at fair value through profit or loss, at amortized cost.

 

The financial instruments have been characterized on a fair value hierarchy based on whether the inputs to those valuation techniques are observable (inputs reflect market data obtained from independent sources) or unobservable (inputs reflect the Company’s market assumptions).

 

The three levels of fair value estimation are:

 

Level 1 – quoted prices in active markets for identical instruments.

 

Level 2 – quoted prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

Level 3 – valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

Marketable securities are measured using level 1 inputs and marketable securities warrants are measured using level 2 inputs.

 

Period ended – March 31, 2026Page 8

 

Three months ended March 31, 2026

 

Risk Exposure and Management

 

Overview

 

The Company has exposure to risks of varying degrees of significance which could affect its ability to achieve its strategic objectives. The principal financial risks to which the Company is exposed are credit risk, interest rate risk, liquidity risk, commodity and equity price risk, and currency risk.

 

Credit Risk

 

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its obligations. As at March 31, 2026, the Company’s maximum exposure to credit risk is the carrying value of its cash and cash equivalents, restricted cash, and amounts receivables in the amount of $5,094,765 (December 31, 2025 - $3,983,204).

 

All off the Company’s cash is held with a major financial institution in Canada and management believes the exposure to credit risk with respect to such institutions is not significant. Those financial assets that potentially subject the Company to credit risk are primarily receivables. The Company considers the risk of material loss to be significantly mitigated due to the financial strength of the parties from whom the receivables are due, including government organizations.

 

Interest Rate Risk

 

The Company’s financial assets exposed to interest rate risk consist of cash and cash equivalents balances. The interest earned on the cash balances is at a fixed rate and approximates fair value rates, and the Company is not subject to significant interest rate risks.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations associated with financial liabilities. The Company has a planning and budgeting process in place by which it projects the funds required to support its operations.

 

Management anticipates that it may incur expenditures towards exploring its mineral interests and other Company assets. However, there is no assurance that the Company will operate profitably or will generate positive cash flow in the future. The Company has limited working capital, no history of profitable operations and no assurance that additional funding will be available to it for further exploration and development of its mineral interests. The Company may also need further financing if it decides to obtain additional mineral properties. As such, the Company is subject to many risks common to exploration enterprises, including undercapitalization, cash shortages and limitations with respect to personnel, financial, access to other resources, and lack of revenues. Although the Company has been successful in the past in obtaining financing through credit facilities or the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Such means of financing typically result in dilution of the positions of existing shareholders, either directly or indirectly.

 

Failure to obtain additional financing could result in the delay or indefinite postponement of further exploration.

 

Foreign Exchange Rate Risk

 

The functional currency of the Company is the Canadian dollar. As at March 31, 2026, the Company has not entered into contracts to manage foreign exchange risk.

 

Commodity and Equity Price Risk

 

The ability of the Company to explore its exploration assets, continue milling operations, and the future profitability of the Company are directly related to the market price of copper, gold, silver, and other precious metals. Equity price risk is defined as the potential adverse impact on the Company’s performance to movements in individual equity prices or general movements in the level of the stock market.

 

Period ended – March 31, 2026Page 9

 

Three months ended March 31, 2026

 

Capital Management

 

The Company considers capital to be the elements of shareholders’ equity (deficit). The Company’s primary objectives in capital management are to safeguard the Company’s ability to continue as a going concern to provide returns for shareholders and to maintain sufficient funds to finance the exploration and development of its mineral property interests and Merritt Mill operations. The Company manages its capital structure to maximize its financial flexibility by adjusting to changes in economic conditions, and the risk characteristics of the underlying assets and business opportunities. The Company does not presently utilize any quantitative measures to monitor its capital and is not subject to externally imposed capital requirements. There have been no changes to the management of capital during the current fiscal year.

 

Related Party Transactions

 

Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the Company, directly or indirectly, and consist of its directors, the Chief Executive Officer, and the Chief Financial Officer.

 

The following is a summary of the Company’s key management compensation:

 

   Three months ended March 31, 
   2026
$
   2025
$
 
Consulting fees   104,700    79,500 
Share-based compensation   180,351    60,140 
Total   285,051    139,640 

 

As at March 31, 2026, included within accounts payable and accrued liabilities is $58,650 owed to related parties of the Company (December 31, 2025 - $230,560). The amounts due to related parties are unsecured, non-interest bearing, and due on demand.

 

As at March 31, 2026, included within amounts receivable is $613,869 owed from a company controlled by a director of the Company (December 31, 2025 - $Nil) for milling revenue. The amounts receivable are unsecured, non-interest bearing, and are due upon the final weights and assays of the concentrate being determined.

 

During the year ended December 31, 2025, the Company received a $500,000 USD loan from a company controlled by a director of the Company. The loan is subject to an annual interest rate of 3 month Secured Overnight Financing Rate + 6.5% and shall be repaid against the Company’s milling income or cash. During the period ended March 31, 2026, the loan principal and related interest were fully repaid.

 

Internal controls and procedures

 

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, that our disclosure controls and procedures as of March 31, 2026 were effective to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Period ended – March 31, 2026Page 10

 

Three months ended March 31, 2026

 

Changes in Internal Control over Financial Reporting

 

During the three months ended March 31, 2026, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting

 

Accounting estimates

 

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Such estimates primarily relate to asset retirement obligations. Actual results could differ from those estimates. The significant assumptions about the future and other major sources of estimation uncertainty as at the end of the reporting period that have a significant risk of resulting in a material adjustment to the carrying amounts of the Company’s assets and liabilities are described in note 2 of the consolidated financial statements.

 

Material Accounting Policy Information

 

Please refer to the audited annual consolidated financial statements for the years ended December 31, 2025 and interim period March 31, 2026 that were filed on SEDAR+.

 

New Accounting Standards Not Yet Adopted

 

The accounting policies adopted in the preparation of these consolidated financial statements have been prepared on the basis of all IFRS and interpretations effective as at March 31, 2026.

 

A number of new standards, and amendments to standards and interpretations, are not yet effective for the period ended March 31, 2026, and have not been early adopted in preparing these consolidated financial statements. The Company intends to adopt such standards upon the mandatory effective date.

 

Period ended – March 31, 2026Page 11

 

Three months ended March 31, 2026

 

IFRS 18 Presentation and Disclosure in Financial Statements

 

IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies’ financial performance for better investment decisions.

 

1.         Three defined categories for income and expenses—operating, investing and financing—to improve the structure of the income statement, and require all companies to provide new defined subtotals, including operating profit.

 

2.         Requirement for companies to disclose explanations of management-defined performance measures (MPMs) that are related to the income statement.

 

3.         Enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes.

 

This new standard is effective for reporting periods beginning on or after January 1, 2027. The Company will be evaluating the impact of the above amendments on its consolidated financial statements.

 

Risk and Uncertainties

 

As described further below, the Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, tariffs, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business. These factors represent a material uncertainty that may raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company may be unable to meet its liquidity requirements for operations.

 

There can be no assurance that the amounts of cash from operations, together with amounts raised through financings will be sufficient to fund the Company’s ongoing operations and care and maintenance program. If these amounts are insufficient to meet the Company’s liquidity requirements, it may have to seek additional financing. There can be no assurance that such additional financing would be available or, if available, offered on acceptable terms. Failure to secure any necessary additional financing would have a material adverse impact on the Company’s continued operations and viability.

 

Mineral Exploration and Development Activities are Inherently Risky

 

The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into mineral deposits with significant value. Unusual or unexpected ground conditions, geological formation pressures, fires, power outages, labour disruptions, flooding, earthquakes, explorations, cave-ins, landslides, and the inability to obtain suitable adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. There are also physical risks to the exploration personnel working on the site of a mineral project. The Company’s exploration properties and any future mining operations will be subject to all the hazards and risks normally incidental to exploration, development, and production of silver and other metals, any of which could result in damage to or destruction of exploration facilities or mines, damage to life and property, environmental damage, and possible legal liability for any or all damage. Although the Company maintains insurance in an amount, which it considers adequate, the nature of these risks is such that liabilities could exceed policy limits, in which event the Company could incur significant costs that could have a materially adverse effect upon its financial condition.

 

Uncertainty of Mineral Resources

 

The figures for mineral resources for the Treasure Mountain Project disclosed in the Company’s Annual Information Form for the year ended December 31, 2012, and in its technical report filed on SEDAR on June 12, 2012, are only estimates. Mineral reserves at the Treasure Mountain Project have not been defined therefore the mineral resources currently cannot be considered ore.

 

Period ended – March 31, 2026Page 12

 

Three months ended March 31, 2026

 

The figures for Inferred Copper Resource for the Southern Dump and 3060 Portal Dumps at New Craigmont Copper Mine in the Technical Report filed on SEDAR on June 1, 2020, and final ALS Metallurgy Laboratory report for upgrading and copper recovery test work filed on SEDAR on June 12, 2020, are only estimates. The inferred mineral resources are not mineral reserves as the Company has not yet demonstrated the economic viability.

 

There is no certainty that any expenditures made in the exploration of the Company’s mineral properties will result in identification of commercially recoverable quantities of ore or that ore reserves will be mined or processed profitably. In addition, substantial expenditures will be required to develop the mining and processing facilities and infrastructure at any site chosen for mining.

 

Uncertainty of Economic Viability of Production from the Treasure Mountain Project

 

The Company has not undertaken any preliminary economic assessment or preliminary feasibility study with respect to the Treasure Mountain Project or any of its other projects and does not intend to undertake such a study or assessment. There are significant risks associated with making a production decision without a valid, current, economic analysis and the Company may subsequently determine those recommencing operations at the Treasure Mountain Project is not economically feasible.

 

Insurance

 

The mining industry is subject to significant risks that could result in damage to or destruction of property and facilities, personal injury or death, environmental damage and pollution, delays in production, expropriation of assets and loss of title to mining claims. No assurance can be given that insurance to cover the risks to which the Company's activities are subject will be available at all or at commercially reasonable premiums. The Company currently maintains insurance within ranges of coverage that it believes to be consistent with industry practice for companies of a similar stage of development, however the insurance the Company has may not be sufficient to cover the full extent of any liabilities that may arise.

 

Prices, Markets and Marketing of Silver, Gold, and Precious Metal Prices

 

World prices for commodities fluctuate and are affected by numerous factors including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, and increased production due to new mine developments and improved mining and production methods. The effect of these factors on the price of commodities, and the resulting impact on the viability of any of the Company’s exploration projects, cannot accurately be predicted.

 

Liquidity and Capital Requirements

 

The Company currently has a working capital and a history of working capital deficits, no history of profitable operations and no assurance that additional funding will be available to it for further exploration and development of any of its projects. The Company may also need further financing if it decides to obtain additional mineral properties or further upgrades to the Merritt Mill. As such, the Company is subject to many risks common to exploration enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources, and lack of revenues. Although the Company has been successful in the past in obtaining financing through credit facilities or the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Such means of financing typically result in dilution of the positions of existing shareholders, either directly or indirectly. Failure to obtain additional financing could result in the delay or indefinite postponement of further exploration and development of its mineral properties, the loss of substantial dilution of any of its property interests or all the liquidation of all its assets.

 

Dependence on Management

 

The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management's services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons could be required to manage and operate the Company.

 

Period ended – March 31, 2026Page 13

 

Three months ended March 31, 2026

 

Environmental Risks

 

All phases of the mineral exploration and development business present environmental risks and hazards and are subject to environmental regulations. Compliance with such legislation and regulations can require significant expenditures and a breach could result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner which may lead to stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. No assurance can be given that the application of environmental laws to the business and operations of the Company will not result in a curtailment of exploration or production, material increase in the costs of production, development, or exploration activities, or otherwise adversely affect the Company’s financial condition, results of operations or prospects.

 

Government Regulation

 

The natural resource exploration industry is subject to controls and regulations imposed by various levels of government. It is not expected that any of these controls or regulations will affect the operations of the Company in a manner materially different than they would affect other natural resource exploration companies of similar size. The current legislation is a matter of public record, and the Company is unable to predict what additional legislation or amendments may be enacted.

 

Indigenous Peoples’ title claims and rights to consultation and accommodation may affect our existing operations as well as development projects and future acquisitions.

 

Governments in many jurisdictions must consult Indigenous Peoples with respect to grants of mineral rights and the issuance or amendment of exploration and project authorizations. Consultation and other rights of Indigenous Peoples may require accommodations, including undertakings regarding financial compensation, employment and other matters in impact and benefit agreements. This may affect our ability to acquire, explore or develop, within a reasonable time frame, mineral titles in these jurisdictions and may affect the timetable and costs of development of mineral properties in these jurisdictions. The risk of unforeseen aboriginal title claims also could affect existing operations as well as exploration and development projects and future acquisitions. These legal requirements may increase our operating costs and affect our ability to expand our operations or to explore and develop new projects.

 

Competition

 

The mining industry is intensely competitive in all its phases, and the Company competes with other companies that may have greater financial resources and technical capacity. Competition could adversely affect the Company’s ability to acquire suitable properties or prospects in the future. The Company also competes with other mining companies in the recruitment and retention of qualified employees.

 

Conflicts of Interest

 

The Company's directors and officers may serve as directors or officers of, or may be associated with other reporting companies, or have significant shareholdings in other public companies. To the extent that such other companies may participate in business or asset acquisitions, dispositions, or ventures in which the Company may participate, the directors and officers of the Company may have a conflict of interest in negotiating and concluding terms respecting the transaction. If a conflict of interest arises, the Company will follow the provisions of the Business Corporations Act (British Columbia) (“BCBCA”) and any other applicable laws and rules dealing with conflicts of interest. These provisions state that where a director has such a conflict, that director must, at a meeting of the Company's directors, disclose his interest and refrain from voting on the matter unless otherwise permitted by the BCBCA. In accordance with the laws of the Province of British Columbia, the directors and officers of the Company are required to act honestly, in good faith and in the best interests of the Company.

 

No Current Plans to Pay Cash Dividends

 

The Company has no plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, the Company’s financial results, cash requirements, contractual restrictions, and other factors that the Board may deem relevant. In addition, the Company’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness that the Company or its subsidiaries incur. As a result, investors may not receive any return on an investment in the Company’s securities unless they sell the securities for a price greater than that which they paid for them.

 

Period ended – March 31, 2026Page 14

 

Three months ended March 31, 2026

 

Economic Conditions

 

Unfavourable economic conditions may negatively impact the Company’s financial viability. Unfavourable economic conditions could also increase the Company’s financing costs, decrease estimated income from prospective mining operations, limit access to capital markets and negatively impact the availability of credit facilities or other financing to the Company.

 

Price Volatility of Public Stock

 

The market price of the Company’s securities has experienced wide fluctuations, which may not necessarily be related to the operating performance, underlying asset values or prospects of the Company. Any market for the Company’s securities may be subject to market trends generally and the value of the Company’s securities on the Exchange may be affected by such volatility in response to numerous factors, many of which are beyond the Company’s control, including:

 

·actual or anticipated fluctuations in the Company’s quarterly results of operations,

 

·changes in the economic performance or market valuations of other companies that investors deem comparable to the Company,

 

·the addition or departure of the Company’s executive officers or other key personnel,

 

·release or other transfer restrictions on outstanding Company securities,

 

·sales or perceived sales of additional Company securities,

 

·significant acquisitions or business combinations, strategic partnerships, joint ventures and or capital commitments by or involving the Company or its competitors,

 

·news reports relating to trends, concerns, competitive developments and or regulatory changes, and

 

·other related issues in the Company’s industry or target markets.

 

Financial markets continue to experience significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have, in many cases, been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Company’s securities may decline even if the Company’s operating results, underlying asset values or prospects have not changed.

 

Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. As well, certain institutional investors may base their investment decisions on consideration of the Company’s environmental, governance and social practices and performance against such institutions’ respective investment guidelines and criteria, and failure to meet such criteria may result in limited or no investment in the Company’s securities by those institutions, which could adversely affect the trading price of the Company’s securities. There can be no assurance that fluctuations in price and volume will not occur in the future. If increased levels of volatility and market turmoil occur, the Company’s operations may be adversely impacted together with the trading price of the Company’s securities may also be adversely affected.

 

Period ended – March 31, 2026Page 15

 

Three months ended March 31, 2026

 

Regulatory and Permitting

 

Regulatory and permitting requirements have a significant impact on the Company’s operations and can have a material and adverse effect on future cash flow, results of operations and financial condition. To conduct mineral exploration and mining activities, the Company must obtain or renew exploration or mining permits and licenses in accordance with the relevant mining laws and regulations required by governmental authorities having jurisdiction over mineral projects. There is no guarantee that the Company will be granted the necessary permits and licenses, that they will be renewed, or that the Company will be in a-position to comply with all the conditions that are imposed. Mining is subject to potential risks and liabilities associated with pollution and the disposal of waste from mineral exploration and mining operations. Costs related to discovery, evaluation, planning, designing, developing, constructing, operating, closing, and remediating mines and other facilities in compliance with these laws and regulations are significant. In addition to environmental protection, applicable laws and regulations govern employee health and safety. Not complying with these laws and regulations can result in enforcement actions that may include corrective measures requiring capital expenditures, installation of additional equipment, remedial action, and changes to operating procedures resulting in additional costs and temporary or permanent shutdown of operations. The Company may also be required to compensate those parties’ suffering loss or damage and may face civil or criminal fines or penalties for violating certain laws or regulations. Changes to these laws and regulations in the future could have an adverse effect on the Company’s cash flow, results of operations and financial condition. Further, the issuance of permits may be subject to review by third parties who may challenge future permitting and the validity of existing permits based on, among other things, the government’s obligation to consult and accommodate.

 

FORWARD-LOOKING STATEMENT

 

This presentation includes “forward-looking statements” and “forward-looking information” (collectively, “forward-looking statements”) within the meaning of applicable securities legislation, which reflect Nicola Mining Inc.’s (“Nicola” or the “Company”) current expectations regarding the future results of operations, performance, and achievements. All statements included in this presentation, other than statements of historical fact, are forward-looking statements including, without limitation, the Company’s ability to develop its exploration assets via operational cash flow from gold concentrate production; the Company’s plans and expectations regarding its proposed exploration program for its Craigmont Copper Project; the Company’s plans and expectations regarding future exploration work on the Treasure Mountain Mine, including reopening the mine; the Company’s plans and expectations regarding future investments and operations at the Merritt Gold/Silver Mill Facility (the “Merritt Facility”); and statements regarding potential mergers, acquisitions, and joint venture opportunities. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, “potential”, “target”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof.

 

Period ended – March 31, 2026Page 16

 

Three months ended March 31, 2026

 

Forward-looking statements are based on the reasonable assumptions, estimates, analysis and opinions of the management of the Company made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management of the Company believes to be relevant and reasonable in the circumstances at the date that such statements are made. Forward-looking information is based on reasonable assumptions that have been made by the Company as at the date of such information and is subject to known and unknown risks, uncertainties and other factors that may have caused actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks associated with general economic conditions, including risks related to macro-economic and global financial conditions; inflation; availability of capital; accuracy of the Company’s projections and estimates; interest and exchange rates; competition; financing and share price fluctuations; capital expenditures; changes in national and local government regulations; regulatory risks; the ability to retain key personnel necessary to conduct mill operations at the Merritt Facility; decreased demand for copper, gold, silver and other minerals; unexpected difficulties with the milling and extraction of minerals from the Company’s projects; delays or difficulties in timing of shipments of concentrates by the Company; operating or technical difficulties; personnel relations; fluctuations in commodity pricing, specifically copper, gold and silver; and any other risks outside the direct control or influence of the Company. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward looking information contained herein, except in accordance with applicable securities laws. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company’s business and the Company’s plans and objectives and may not be appropriate for other purposes. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws. Additional information about these and other risks and uncertainties are set out in the section entitled “Risk Factors” in the Company’s MD&A filed on SEDAR+ at www.sedarplus.ca.

 

Qualified person

 

The scientific and technical disclosures included 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.

 

Period ended – March 31, 2026Page 17

 

 

 

Exhibit 99.3

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

I, Peter Espig, President and Chief Executive Officer of Nicola Mining Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Nicola Mining Inc. (the “issuer”) for the interim period ended March 31, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: May 15, 2026

 

“Peter Espig”  
Peter Espig  
President and Chief Executive Officer  

 

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

 

 

 

Exhibit 99.4

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

I, Sam Wong, Chief Financial Officer of Nicola Mining Inc., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Nicola Mining Inc. (the “issuer”) for the interim period ended March 31, 2026.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: May 15, 2026

 

“Sam Wong”  
Sam Wong  
Chief Financial Officer  

 

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

 

 

 

 

FAQ

How did Nicola Mining (NICM) perform financially in Q1 2026?

Nicola Mining reported a Q1 2026 net loss of $1,015,084, compared with a loss of $475,808 in Q1 2025. The wider loss reflects higher share-based compensation and listing-related costs, partly offset by stronger milling revenue and fair value gains on marketable securities.

What were Nicola Mining’s revenues for the quarter ended March 31, 2026?

For Q1 2026, Nicola Mining generated milling revenue of $1,502,380 and other income of $72,395. This represents a substantial increase from Q1 2025, when milling revenue was only $6,398, highlighting a significant ramp-up in custom milling activity at the Merritt Mill.

What is Nicola Mining’s liquidity and working capital position as of March 31, 2026?

As of March 31, 2026, Nicola Mining held $2,454,290 in cash and cash equivalents and reported net working capital of about $7.16 million. This improved from $3.11 million at December 31, 2025, mainly due to equity financing proceeds and increased milling operations.

What recent financings has Nicola Mining completed, including ADS offerings?

In January 2026, Nicola completed a private placement of 5,512,001 units at $0.90, raising $4,960,801 gross. In April 2026, it closed a U.S. underwritten ADS offering totaling US$6.9 million in gross proceeds, plus related underwriter warrants and subsequent ADS warrant exercises.

Does Nicola Mining face a going concern risk according to its latest filing?

Yes. Management states there is material uncertainty that may raise substantial doubt about Nicola Mining’s ability to continue as a going concern. The company remains dependent on raising additional funds and achieving sustained positive cash flow from milling and exploration activities.

What are Nicola Mining’s main asset retirement obligations at March 31, 2026?

Nicola Mining reports an asset retirement obligation of $13,910,349. Undiscounted reclamation costs are estimated at $15,641,041 for the Merritt Mill over about 13 years and $1,180,636 for the Treasure Mountain project over about six years, based on current regulatory standards.

How many shares, warrants, and stock options does Nicola Mining have outstanding?

At March 31, 2026, Nicola Mining had 216,251,381 common shares, 7,687,001 share purchase warrants, and 10,137,500 stock options outstanding. There were also 1,015,000 RSUs issued, vesting on January 1, 2027 under the company’s equity incentive plan.

Filing Exhibits & Attachments

4 documents