NiCAN Announces Bought Deal Financing

/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.

TORONTO, Feb. 2, 2024 /CNW/ - NiCAN Limited. (TSXV: NICN) ("NiCAN" or the "Company") is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc. ("Stifel"), in connection with a "bought deal" private placement offering consisting of (i) 3,000,000 common shares (the "Common Shares") of the Company at a price of $0.10 per Common Share (the "Common Share Offering Price"); and (ii) 7,000,000 common shares that qualify as "flow through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) (the "Flow Through Shares") at a price of $0.175 per Flow Through Share (the "Flow Through Share Offering Price") for aggregate gross proceeds of $1,525,000 (the "Offering"). 

The Underwriters also have an option to purchase that number of additional Common Shares and Flow-Through Shares equal to 20% of the number of Common Shares and Flow Through Shares sold pursuant to the Offering at the Common Share Offering Price and Flow Through Share Offering Price, as the case may be, to cover over-allotments, exercisable in whole or in part, up to 48 hours prior to the Closing Date.

The Company will use an amount equal to the gross proceeds from the sale of the Flow Through Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company's mineral projects located in Manitoba, on or before December 31, 2025, and to renounce all the Qualifying Expenditures in favour of the subscribers of the Flow Through Shares with an effective date not later than December 31, 2024. The Company intends to use the proceeds raised from the Common Share Offering for general working capital purposes.

The Offering is scheduled to close on or about February 23, 2024 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About NiCAN

NiCAN Limited is a mineral exploration company, trading under the symbol "NICN" on the TSX-V. The Company is actively exploring two nickel projects, both located in well-established mining jurisdictions in Manitoba, Canada.

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Cautionary Note Regarding Forward-Looking Statements

The information contained herein contains certain "forward-looking information" under applicable securities laws concerning among other things, the Offering, the mineral potential of the property, projected property analogues, future exploration programs and the funding thereof, and the plans of NiCAN Limited. Forward-looking information includes, but is not limited to: the anticipated closing of the Offering, the use of proceeds and receipt of regulatory approvals; the size and timing of the drill program, results of the drill program, interpretations of the various surveys, NiCAN's ability to identify mineralization similar to that found in prior drill holes, the benefits and the potential of the properties of the Company; future commodity prices (including in relation to NiEq calculations); drilling and other exploration potential; costs; and permitting. Forward-looking information may be characterized by words such as "plan," "expect," "project," "intend," "believe," "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information includes changes in market conditions, fluctuating metal prices and currency exchange rates, the possibility of project cost overruns or unanticipated costs and expenses and permitting disputes and/or delays. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause 6 actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

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

SOURCE Nican Ltd.

Brad Humphrey, President & CEO, 416.565.4007, [email protected]; Sandy Noyes, Investor Relations & Communications, [email protected]