Nicola Mining Inc ADR 2025年度报告

(Exact name of Registrant as specified in its charter) Virgil HlusJun Ho SongCozen O’Connor LLPBentall 5550 Burrard Street, Suite2501Vancouver, British Columbia V6C 2B5, CanadaTelephone (236) 317-5567 Securities registered or to be registered pursuant to Section12(b)of the Securities Exchange Act of 1934 (“ExchangeAct”): Securities registered or to be registered pursuant to Section12(g)of the Exchange Act:None Securities for which there is a reporting obligation pursuant to Section15(d)of the Exchange Act:None For annual reports, indicate by check mark the information filed with this form: ☒Annual Information Form Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close ofthe period covered by the annual report: 210,614,380 common stock Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file suchreports) and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files). ☒Yes☐No Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of theExchange Act.Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). EXPLANATORY NOTE Nicola MiningInc. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file this annual report (this“Annual Report”) pursuant to Section13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), onForm40-F pursuant to the multi-jurisdictional disclosure system of the Exchange Act. The Registrant is a “foreignprivate issuer” as defined in Rule3b-4 under the Exchange Act. Equity securities of the Registrant are accordinglyexempt from Sections 14(a), 14(b), 14(c), 14(f)and 16 of the Exchange Act pursuant to Rule3a12-3. PRINCIPAL DOCUMENTS The following documents have been filed as part of this annual report on Form40-F: A.Annual Information Form The Registrant’s Annual Information Formfor the fiscalyear ended December31, 2025 is attached as Exhibit99.1 tothis Annual Report on Form40-F, and is incorporated by reference herein. B.Audited Annual Financial Statements The Registrant’s audited annual financial statements for the fiscalyear ended December31, 2025, including the reportof the independent registered public accounting firm with respect thereto, are attached as Exhibit99.2 to this AnnualReport on Form40-F, and is incorporated by reference herein. C.Management’s Discussion and Analysis The Registrant’s management’s discussion and analysis of financial condition and results of operations for theyearended December31, 2025 is attached as Exhibit99.3 to this Annual Report on Form40-F, and is incorporated byreference herein. FORWARD LOOKING STATEMENTS This annual report on Form40-F, including the exhibits incorporated by reference into this Annual Report, includescertain statements that constitute “forward-looking statements” and “forward-looking information” (collectivelyreferred to as “forward-looking statements”) within the meaning of applicable Canadian and United States securitieslaws. These statements are based on the Registrant’s current expectations, estimates and assumptions in light of itsexperience and perception of historical trends. All statements other than statements of historical fact may constituteforward-looking statements. Often, forward-looking statements are identified by words such as “believe,” “may,”“plan,” “will,” “estimate,” “continue,” “anticipat