MONTREAL, Quebec — December 18, 2025 — Leads & Copy —
NioBay Metals Inc. (TSX-V: NBY) has announced the closing of its previously announced “best efforts” private placement for gross proceeds of C$8,497,990.20, which includes the exercise of the agent’s option.
The Brokered Offering comprised the sale of 12,277,430 units of the Corporation at C$0.14 per Unit, 28,306,250 flow-through units of the Corporation at C$0.16 per FT Unit, and 10,715,000 flow-through units of the Corporation sold to charitable purchasers at C$0.21 per Charity FT Unit. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the Brokered Offering.
Concurrent to the Brokered Offering, the Company closed a non-brokered private placement of 2,296,250 FT Units at C$0.16 per FT Unit, for gross proceeds of C$367,400.
Each Unit consists of one common share of the Corporation and one common share purchase warrant. Each FT Unit and Charity FT Unit consists of one common share of the Corporation and one Warrant, each of which is issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each Warrant and each FT Warrant entitle the holder to purchase one common share of the Corporation at a price of C$0.20 at any time on or before December 18, 2028.
The Corporation intends to use the gross proceeds from the FT unit and Charity FT Unit placement for the exploration and advancement of the Corporation’s James Bay Niobium Project located in Ontario and the net proceeds from the Unit placement for working capital and general corporate purposes, as is more fully described in the Amended Offering Document.
The gross proceeds from the sale of FT Units and Charity FT Units will be used by the Corporation to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in the Income Tax Act (Canada) and, if renounced to a Subscriber who is a “qualifying individual” within the meaning of Taxation Act 2007 (Ontario), as an “eligible Ontario critical mineral exploration expenditure,” as defined under such Act, related to the Corporation’s James Bay Niobium Project on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units and Charity FT Units effective December 31, 2025.
The Units and Charity FT Units were sold to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of Regulation 45-106 respecting Prospectus Exemptions. The securities issuable from the sale of the LIFE Securities are immediately freely tradeable in accordance with applicable Canadian securities legislation for LIFE Securities sold to purchasers resident in Canada.
The FT Units were sold by way of the “accredited investor” and “minimum amount investment” exemptions under Regulation 45-106 to Canadian purchasers. All securities not issued pursuant to the Listed Issuer Financing Exemption are subject to a hold period in Canada ending on April 19, 2026.
There is an amended and restated offering document dated December 3, 2025 related to the LIFE Securities that can be accessed under the Corporation’s profile at www.sedarplus.ca and on the Corporation’s website at: www.niobaymetals.com.
As consideration for its services, Red Cloud received aggregate cash fees of C$442,439 and 2,597,063 non-transferable common share purchase warrants. Each Broker Warrant is exercisable into one Common Share at the Unit Price at any time on or before December 18, 2028.
The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.
Certain insiders of the Corporation participated in the Offering and purchased an aggregate of 8,671,429 Units for gross proceeds of $1,214,000 and 162,500 FT Units for gross proceeds of $26,000 (which Units and FT Units are subject to a hold period expiring April 19, 2026, in accordance with the policies of the TSXV and applicable securities laws). The insiders’ participation is considered a related party transaction within the meaning of Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions. Such insider participation is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of Regulation 61-101, as the Corporation is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the securities distributed to the insiders did not exceed 25% of the Company’s market capitalization.
Jean-Sebastien David, geo.
President & Chief Executive Officer
Tel.: 514 866-6500
jsdavid@niobaymetals.com
Kimberly Darlington
Investor Relations
kimberly@refinedsubstance.com
Tel: 514-771-3398
Source: NioBay Metals Inc.
