Exhibit 4.10
51-102F3
MATERIAL CHANGE REPORT [F]
Item 1 Name and Address of Company
Nicola Mining Inc. (the “Company”)
3329 Aberdeen Road
Lower Nicola, BC V0K 1Y0
Item 2 Date of Material Change
September 16, 2025
Item 3 News Release
The news release dated September 22, 2025 was issued by Stockwatch and Market News on September 22, 2025.
Item 4 Summary of Material Change
The Company announced that an aggregate of $3,900,000 convertible debentures (the “Convertible Debentures”) maturing on November 21, 2025 has been converted into 22,941,177 common shares (each, a “Share”) of the Company at a conversion price of $0.17 per Share and an aggregate of $312,000 in interest pursuant to the Convertible Debentures has been converted into 385,185 Shares at a conversion price of $0.81 per Share.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
On September 16, 2025, the Company issued 22,941,177 Shares at a conversion price of $0.17 per Share pursuant to the conversion of an aggregate of $3,900,000 Convertible Debentures and 385,185 Shares at a conversion price of $0.81 per Share pursuant to the conversion of an aggregate of $312,000 in interest.
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
September 25, 2025