Niobay Metals Announces Closing of Brokered Life Offering and Concurrent Private Placement FOR Gross Proceeds of C$8.9 Million
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Press Release
TSX-V: NBY
NIOBAY METALS ANNOUNCES CLOSING OF BROKERED LIFE OFFERING AND
CONCURRENT PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$8.9 MILLION
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Montréal, Québec, December 18, 2025 – NioBay Metals Inc . (TSX-V: NBY ) (“NioBay” or the
“Corporation”), is pleased to announce the closing of its previously announced “best efforts” private
placement (the “Brokered Offering”) for aggregate gross proceeds of C$8,497,990.20, which includes the
exercise of the agent’s option . The Brokered Offering is comprised of the sale of (i) 12,277,430 units of
the Corporation (each, a " Unit") at a price of C$0. 14 per Unit (the " Unit Price"), (ii) 28,306 ,250 flow-
through units of the Corporation (each, a "FT Unit") at a price of C$0.16 per FT Unit, and (iii) 10,715,000
flow-through units of the Corporation sold to charitable purchasers (each, a "Charity FT Unit") at a price
of C$0.21 per Charity FT Unit. Red Cloud Securities Inc. (“Red Cloud”) acted as sole agent and bookrunner
in connection with the Brokered Offering. Concurrent to the Brokered Offering, the Company has closed
a non -brokered private placement of 2,296,250 FT Units at a price of C$0.16 per FT Unit , for gross
proceeds of C$367,400 (the “ Concurrent Private Placement” and together with the Brokered Offering,
the “Offering”).
Each Unit consist s of one common share of the Corporation (a “Unit Share”) and one common share
purchase warrant (each, a “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 respectively, a “FT Share” and a “FT Warrant”).
Each Warrant and each FT Warrant entitle the holder to purchase one common share of the Corporation
(each, a “Warrant Share”) 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 (as herein defined).
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 (collectively, “Qualifying
Expenditures”) 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.
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In accordance with Regulation 45-106 respecting Prospectus Exemptions (“Regulation 45-106”), the Units
and Charity FT Units (the “LIFE Securities”) were sold to Canadian purchasers pursuant to the listed issuer
financing exemption under Part 5A of Regulation 45-106, as amended by Coordinated Blanket Order 45-
935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer
Financing Exemption”). 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 the date that is four
months plus one day following the issue date, being April 19, 2026.
There is an amended and restated offering document dated December 3, 2025 (the “Amended Offering
Document”) 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 (the “ Broker 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 (the “TSXV”).
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 ("Regulation 61-101"). 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.
The securities to be offered pursuant to the Offering have not been registered under the U.S. Securities
Act or any U.S. state securities laws, and have not been offered or sold in the United States or to, or for
the account or benefit of, United States persons absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Th is news
release shall not constitute an offer to sell or the solicitation of an offer to buy se curities in the United
States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About NioBay Metals Inc.
NioBay aims to become a leader in the development of mines with low carbon consumption and
responsible water and wildlife management practices while prioritizing the environment, social
responsibility, good governance, and the inclusion of all stakeholders. Our top priority, which is critical to
our success, is the consent and full participation of the Indigenous communities in whose territories
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and/or on ancestral lands we operate. In addition to other properties, NioBay holds a 100% interest in the
James Bay Niobium Project located 40 km south of Moose Factory, in the Moose Cree Traditional Territory
of the James Bay Lowlands in Ontario. NioBay also holds a 72.5% interest in the Crevier Niobium and
Tantalum project located in Québec and on the Nitassinan territory of the Pekuakamiulnuatsh First
Nation.
About Niobium
Niobium is a naturally occurring element. It is a metal that is ductile, malleable and highly resistant to
corrosion. Because it enhances properties and functionalities, niobium is used in a wide range of materials
and applications in the Mobility, Structu ral and Energy sectors. Niobium transforms materials. When
added to materials like steel, glass and aluminum castings, niobium makes them more efficient and lowers
environmental impacts, while also increased value.
Cautionary Statement
Certain statements in this press release constitute “forward -looking information” under applicable
Canadian securities laws, including statements regarding the Corporation’s plans. Forward -looking
information herein includes, but is not limited to, stateme nts that address activities, events or
developments that NioBay expects or anticipates will or may occur in the future including statements
regarding the intended use of proceeds of the Offering, the final approval of the Offering from the TSXV
and the tax treatment of the FT Shares and FT Warrants . These statements are necessarily based on a
number of beliefs, assumptions and opinions of management as of the date they are made and are subject
to numerous risks and uncertainties that could cause actual results and future events to differ materially
from those expressed or implied in such statements. The Corporation undertakes no obligation to update
these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should
change, unless required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV)
accept responsibility for the adequacy or accuracy of this release.
FOR MORE INFORMATION, CONTACT:
NioBay Metals Inc.
Jean-Sebastien David, geo.
President & Chief Executive Officer
Tel.: 514 866-6500
www.niobaymetals.com
Kimberly Darlington
Investor Relations
Tel: 514-771-3398