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NBY.V ·

NioBay Metals signs option agreement to acquire high-potential titanium and phosphate properties

Mergers & Acquisitions Property Options & Staking

Press Release

TSX-V: NBY & OTCQB : NBYCF

NioBay Metals signs option agreement to acquire high-potential titanium and

phosphate properties

Montreal, Québec, February 7, 2024 - NioBay Metals Inc. (“NioBay” or the “Company”) (TSX-V: NBY) (OTCQB:

NBYCF) is pleased to announce the execution of a definitive option a greement (the “Option Agreement”, the

“Option”), with Vior Inc. (“Vior”) (TSX-V: VIO) (OTCQB: VIORF) to acquire an 80% undivided interest in Vior’s

Foothills Project (the “Project”), with strong potential for the discovery of critical and strategic metals.

The Foothills Project is located north of St. Urbain, 100km north of Québec City and 90 km south of Saguenay

(La Baie area), Québec. The Project covers an area of approximately 285 km2 and is comprised of 5 separate

claims blocks. It covers most of the contact of the intrusive zone known as the St. Urbain anorthosite. T his z one

has demonstrated the presence of rutile-ilmenite with results up to 57% of titanium dioxide (TiO2), as well as

apatite (Note: Vior referred to as phosphate). Of 139 outcrop samples collected, 67 contain P2O5 values of 4.0 to

6.3%, and boulder samples reveal some historic higher-grade mineralization of over 10% P2O5 (Sigeom, QC). See

Vior Press Release, September 20, 2023.

A word from the President & CEO, Jean-Sebastien David

“With this Option Agreement, we are delighted to add the Foothills Project to our portfolio of projects. The areas

of interest are mainly located on Séminaire de Québec property. This project strengthens our “green” portfolio

by adding two important elements in the decarbonization of our economy: titanium and phosphate ,” stated

Jean-Sébastien David, President and CEO of NioBay. “ The results obtained previously by Vior, and particularly

during their 2023 work, caught our attention. Samples were taken with high phospha te content, an element

newly added to Québec’s list of critical and strategic metals. Our objective is clear: to find a homogeneous zone,

supported by a resource calculation, and thus prove the mineral potential of this sector. We look forward to

returning to the field and continuing Vior’s work,” added Mr. David.

The Option Agreement provides for the following terms and schedule:

Period Cash Payments Share Payments Minimum Work

Expenditures

Closing Date $40,000 1,250,000 NioBay shares N/A

December 31, 2024 $40,000 1 250 000 NioBay shares $400,000

December 31, 2025 $60,000 $150,000(*) in NioBay shares, subject to a

minimum of 1,000,000 NioBay shares $1,100,000

December 31, 2026 $60,000 $250,000(*) in NioBay shares, subject to a

minimum of 1,000,000 NioBay shares. -

December 31, 2027 $200,000 $500,000(*) in NioBay shares, subject to a

minimum of 1,000,000 NioBay shares $2,500,000

Notes:

(1) All referenced dollar amounts are stated in Canadian Dollars.

(*) Installments will be payable in NioBay shares at a price per share equal to a 10-day VWAP, subject to a minimum issue price of $0.055 per

NioBay share.

NioBay can accelerate the vesting period of this 80% undivided interest by incurring expenditures, making cash

payments and making share-based payments at any time before December 31, 2027. NioBay will act as operato r

during the Option period.

The operative date for a contractual joint venture between Niobay and Vior (the “Joint Venture”) will be the date

on which the O ption will be completed. The Option Agreement provides that once one party’s interest in the

Foothills Project and/or the Joint Venture falls below 10%, this interest will transferred to the other party and

converted into a 1.5% NSR (Net Smelter Return) on precious and base metals and a 1.5% GRR (Gross Revenue

Royalty) on mineral substances other than precious or base metals), with a 0.5% NSR/0.5% GRR being collectively

redeemable for an aggregate amount of $1,500,000.

Vior and NioBay deal at arm’s length and no finders fees will be payable in connection with this transaction. T he

Option Agreement is subject to the approval of the TSX Venture Exchange.

Qualified Person

This press release has been reviewed and approved by Jean-Sébastien David, P.Geo., a qualified person under

National Instrument 43-101. Mr. David is President and CEO of NioBay.

About NioBay Metals Inc.

NioBay aims to become a leader in the development of mine(s) 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 and/or on ancestral lands we operate.

In addition to others properties, NioBay holds a 100% interest in the James Bay Niobium Project located 45 km

south of Moosonee, 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.

Cautionary Statement

Certain statements contained in this press release constitute forward-looking information under the provisions

of Canadian securities laws including statements about the Company's plans. Such statements are necessarily

based upon a number of beliefs, assumptions, and opinions of management on the date the statements are

made and are subject to numerous risks and uncertainties that could cause actual results and future events to

differ materially from those anticipated or projected. The Company undertakes no obligation to update these

forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors

should change, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of

the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FOR MORE INFORMATION, CONTACT:

NioBay Metals Inc.

Jean-Sebastien David, geo.

President & Chief Executive Officer

514-866-6500

[email protected]

www.niobaymetals.com

Kimberly Darlington

Investor Relations

[email protected]

514-771-3398