NICM · Nicola Mining Inc. American Depositary Shares

This 6-K filing discloses Nicola Mining’s inaugural U.S. public offering and Nasdaq listing — a pivotal capital market milestone for a junior mining company previously listed only on TSX-V and FSE. The $6.0 million gross offering comprises 930,233 ADSs (representing 11.16 million common shares) priced at $6.45 each, alongside immediately exercisable, five-year warrants for an equal number of ADSs at CAD$12.2213. The timing is significant: the ADSs began trading on Nasdaq on April 13, 2026 — the same day the Deposit Agreement with The Bank of New York Mellon was executed — enabling direct U.S. retail and institutional access for the first time. The offering is backed by a shelf registration on Form F-10 (File No. 333-293048), effective January 29, 2026, and supported by a parallel Canadian short form base shelf prospectus. Critically, the filing confirms no securities will be offered or sold to Canadian purchasers, reinforcing the strategic focus on U.S. capital formation. The stated use of proceeds — mill expansion and capital expenditures — directly aligns with Nicola’s core asset strategy: leveraging its fully permitted 100%-owned mill near Merritt, BC, to process feed from high-grade gold projects and advance its 10,800-hectare New Craigmont copper project adjacent to Highland Valley Copper. The Deposit Agreement formalizes key economic terms for ADS holders, including a hard cap of $10 per ADS annually for depositary fees and a 12:1 ADS-to-common-share ratio. While forward-looking statements caution that closing remains subject to customary conditions (including April 14, 2026 settlement), the execution of definitive agreements, regulatory clearances, and exchange approvals appears complete as of the filing date — making this a concrete, near-term capital infusion with tangible operational implications.