EX-99.1 2 tm2613689d1_ex99-1.htm EXHIBIT 99.1

 

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