NICM 6-K
Nicola Mining Inc. (NICM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number 001-43228
Nicola Mining Inc.
(Translation of registrant’s name into English)
Suite 1212 – 1030 West Georgia Street, Vancouver, British Columbia V6E 2Y3, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ¨ Form 40-F x
INCORPORATION BY REFERENCE
Exhibit 99.1 contained in this Form 6-K is hereby incorporated by reference into the registrant’s registration statement on Form F-10 (File No. 333-293048), as amended or supplemented, to the extent not superseded by documents or reports subsequently filed or furnished by the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
SUBMITTED HEREWITH
EXHIBIT
| 99.1 | Material change report dated August 28, 2026 |
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Nicola Mining Inc.
/s/ Sam Wong
| Sam Wong, Chief Financial Officer |
Date: September 2, 2026
Exhibit 99.1
51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Nicola Mining Inc. (the “Company”)
Suite 1212 – 1030 West Georgia Street
Vancouver, British Columbia V6E 2Y3
Item 2 Date of Material Change
August 10, 2026
Item 3 News Release
The news release dated August 10, 2026 was issued by Newsfile Corp. on August 10, 2026.
Item 4 Summary of Material Change
The Company announced that it, and Ocean Partners UK Limited ("Ocean Partners") have committed to a combined $10.0 million in financing to Blue Lagoon Resources ("Blue Lagoon").
Item 5 Full Description of Material Change
| 5.1 | Full Description of Material Change |
The Company announced that it, and Ocean Partners have committed to a combined $10.0 million in financing to Blue Lagoon.
The financing consists of two equal tranches, with the Company investing $5.0 million and Ocean Partners investing $5.0 million, to support the continued development and production ramp-up of Blue Lagoon's 100%-owned Dome Mountain Gold and Silver Project, located near Smithers, British Columbia. The financing is expected to advance mine development activities necessary to increase production toward the targeted 150-200 tonnes per day.
The Company's investment was completed through a private placement at $0.60 per share, resulting in the acquisition of 8,333,333 common shares. This investment builds upon the Company’s earlier strategic investment of $1.0 million at $0.14 per share completed on January 17, 20243 underscoring the Company's long-term conviction in Blue Lagoon's management team and the Dome Mountain project.
Ocean Partners' participation further reinforces the strategic alignment among the parties. Combined with its previously announced $3.0 million investment4, Ocean Partners has now committed $8.0 million to Blue Lagoon. Collectively, the Company and Ocean Partners have established a significant strategic equity position while providing capital intended to accelerate production growth.
Beyond the equity investment, the financing further strengthens the integrated relationship between mine development, concentrate marketing, and milling infrastructure. As Blue Lagoon advances production, the Company’s wholly owned Merritt Mill-British Columbia's only fully permitted milling facility authorized to process gold and silver material sourced throughout the province-is expected to play an increasingly important role in supporting regional mining operations.
Qualified Person
The scientific and technical disclosures included in the news release and this material change report have been reviewed and approved by Will Whitty, P.Geo., who is the Qualified Person as defined by NI 43-101. Mr. Whitty is Vice President of Exploration for the Company.
| 5.2 | Disclosure for Restructuring Transactions |
Not Applicable
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not Applicable
Item 7 Omitted Information
None
Item 8 Executive Officer
Peter Espig, President and Chief Executive Officer, 778.385.1213
Item 9 Date of Report
August 28, 2026
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