Ni-Co Energy Inc. Completes Initial Public Offering

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Ni-Co Energy Inc. Completes Initial Public Offering

Canada NewsWire

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GATINEAU, QC, July 13, 2026 /CNW/ - Ni-Co Energy Inc. (the "Company" or "Ni-Co Energy") is pleased to announce the successful closing of its previously announced initial public offering (the "Offering") for total gross proceeds of $1,968,024.80. Pursuant to the Offering, the Company issued an aggregate of 7,123,333 common shares of the Company (the "Common Shares"), consisting of (i) 6,588,500 Common Shares issued on a non-flow-through basis (the "Hard Shares") at a price of $0.25 per Hard Share for gross proceeds of $1,647,125.00, and (ii) 534,833 Common Shares issued as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "FT Shares") at a price of $0.60 per FT Share for gross proceeds of $320,899.80.

The Common Shares are expected to commence trading on the TSX Venture Exchange ("TSXV") at the opening of markets on or about July 15, 2026, under the symbol "NICE".

The Offering was completed pursuant to the Company's final prospectus dated May 29, 2026 (the "Final Prospectus"), filed with the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Ontario and Québec. A copy of the Final Prospectus is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Offering was conducted in the provinces of British Columbia, Alberta, Ontario and Québec. As originally offered, the Offering contemplated a minimum of 6,000,000 Common Shares and up to 12,000,000 Common Shares for minimum gross proceeds of $1,500,000 and maximum gross proceeds of $3,000,000. The Company and the Agent also had the ability to elect to issue up to 1,333,333 FT Shares for maximum gross proceeds of $800,000.

The Offering was conducted on a commercially reasonable efforts agency basis by Research Capital Corporation (the "Agent"). In consideration for the services provided by the Agent in connection with the Offering, the Company paid the Agent a cash commission in the aggregate amount of $93,848.49, equal to 10.0% of the gross proceeds from the Offering, other than in respect of gross proceeds from the sale of securities to purchasers identified by the Company on the President's List, for which a reduced cash commission of 4.0% was paid. The Company also issued to the Agent 345,433 non-transferable warrants (the "Agent's Warrants") and paid the Agent a corporate finance fee of $50,000 plus GST. Each Agent's Warrant is exercisable to acquire one Common Share at an exercise price of $0.25 per Common Share for a period of 24 months following the closing of the Offering, subject to adjustment in certain events.

Following completion of the Offering, the Company has 71,228,583 Common Shares issued and outstanding, of which 38,315,450 Common Shares are subject to escrow pursuant to National Instrument 46-201 – Escrow for Initial Public Offerings and 39,640,250 Common Shares are expected to be subject to contractual restrictions on transfer pursuant to lock-up agreements entered into in connection with the Offering.

The 38,315,450 Common Shares, which are all held by Ni-Co Exploration Inc. are subject to release in accordance with the following schedule under National Instrument 46-201 – Escrow for Initial Public Offerings:

Release Date

Portion of Escrowed Securities Released

July 7, 2026

3,831,545 escrowed securities (10%)

January 7, 2027

5,747,318 escrowed securities (15%)

July 7, 2027

5,747,318 escrowed securities (15%)

January 7, 2028

5,747,318 escrowed securities (15%)

July 7, 2028

5,747,318 escrowed securities (15%)

January 7, 2029

5,747,318 escrowed securities (15%)

July 7, 2029

5,747,315 escrowed securities (15%)

In addition, 39,640,250 Common Shares are expected to be subject to contractual restrictions on transfer pursuant to lock-up agreements in favour of the Agent for a period beginning on the closing of the Offering and ending 180 days thereafter.

MI 61-101 Disclosure

Certain related parties of the Company (each, a "Related Party" and collectively, the "Related Parties") participated in the Offering: (i) Jonathan Paquet, Director of the Company, purchased 60,000 Hard Shares at a price of $0.25 per Hard Share; and (ii) Isabelle Gauthier, Chief Financial Officer of the Company, purchased 50,000 FT Shares at a price of $0.60 per FT Share. In total, the Related Parties acquired an aggregate of 60,000 Hard Shares and 50,000 FT Shares under the Offering for an aggregate purchase price of $45,000.

Each such subscription is considered to be a "related party transaction" of the Company for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In completing such subscriptions, the Company relied upon exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the Company is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101, and is exempt from the minority approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to the Related Parties nor the consideration paid by the Related Parties exceeded 25% of the Company's market capitalization.

The Company did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Related Parties' participation in the Offering were not settled until shortly prior to closing and the Company wished to close the Offering on an expedited basis for sound business reasons.

An electronic or paper copy of the Final Prospectus and any amendment may be obtained, without charge, from the Agent by email at schiu@researchcapital.com or by phone at (778) 373-4088, by providing the Agent with an email address or address, as applicable.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Common Shares 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. Accordingly, the Common Shares may not be offered or sold within the United States or to U.S. persons (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 pursuant to exemptions from the registration requirements thereof.

About the Company

Ni-Co Energy Inc. is a junior exploration company focused on identifying and developing mineral properties in Québec, with a particular focus on its Kremer Property located in the ZEC Lavigne northwest of the town of Saint-Côme, Québec. The Company is advancing exploration on the Kremer Property and pursuing additional opportunities with nickel, cobalt and copper potential. The Company's head office is located at 15 Chemin de l'Étang, Gatineau, Québec J9J 3S9. Additional information about the Company is available at www.nicoenergy.ca.

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

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes, without limitation, statements regarding the expected commencement of trading of the Common Shares on the TSXV, the Company's exploration plans and objectives in respect of the Kremer Property, the Company's ability to incur and renounce qualifying expenditures in respect of the FT Shares, if any, and the Company's pursuit of additional opportunities with nickel, cobalt and copper potential. Forward-looking information is based on a number of assumptions that management considers reasonable as of the date hereof, including, without limitation, assumptions regarding receipt of final TSXV approval, the satisfaction of customary listing conditions, the availability of exploration opportunities and personnel, the Company's ability to carry out planned exploration activities, the Company's ability to incur eligible Canadian exploration expenses and renounce such expenses to subscribers of FT Shares, if any, within the required time periods, and general business, economic, market and regulatory conditions. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated, including, without limitation, risks relating to the Company's ability to satisfy final TSXV listing conditions, exploration and development activities, mineral exploration generally, regulatory approvals, tax matters relating to flow-through shares, commodity prices, availability of financing, market conditions, environmental matters, title matters, operating in the mineral exploration industry and the risk factors described under "Risk Factors" in the Final Prospectus. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof and the Company does not undertake any obligation to update or revise such forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

SOURCE Ni-Co Energy Inc.