Announce Private Placement of Flow-Through Shares

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North American Niobium and Critical Minerals Corp. Announces

Private Placement of Flow-Through Shares

- NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.

NEWSWIRE SERVICES -

Vancouver, BC, December 4, 2025 – North America Niobium and Critical Minerals Corp.

(CSE: NIOB) (FSE: IOR) (OTCQB: NIOMF) (“North American Niobium” or the

“Company”) is pleased to announce that it will proceed with a non-brokered private placement of

up to 689,655 flow-through common shares in the capital of the Company (the “ FT Shares”) at

$1.45 per FT Share for gross proceeds of up to $1,000,000 (the “Offering”). Each FT Share will be

issued as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada)

and in section 359.1 of the Taxation Act (Quebec) with respect to purchasers in Quebec.

In connection with the Offering, the Company will pay finders’ fees of up to 7.0% of the gross

proceeds raised by the Company from the sale of FT Shares to subscribers directly introduced to

the Company by eligible finders. In addition, the Company will issue to eligible finders non-

transferable finders’ warrants of up to 7.0% of the number of FT Shares sold in the Offering. Each

finders’ warrant will entitle the holder to acquire one non-flow-through common shares in the

capital of the Company (a “Share”) at a price of $1.45 per Share for a period of 24 months from

the date of issuance, all in accordance with the policies of the Canadian Securities Exchange

(“CSE”).

The gross proceeds from the issuance of the FT Shar es will be used to incur eligible “Canadian

exploration expenses” in Quebec that qualify as “flow-through critical mineral mining

expenditures” as such terms are defined in the Income Tax Act (Canada). The Company has agreed

to renounce such qualifying expenditures with an effective date of no later than December 31,

2025, in an amount of not less than the total amount of the gross proceeds raised from the issuance

of FT Shares and incur such expenses by December 31, 2026.

Closing of the Offering is subject to a number of conditions, including receipt of all necessary

corporate and regulatory approvals, including the CSE. The Offering is not subject to a minimum

aggregate amount of subscriptions. All securities issued in connection with the Offering will be

subject to a statutory hold period of four months plus a day from the date of issuance in accordance

with applicable securities legislation and the policies of the CSE.

“This flow-through financing provides us with the resources to advance our exploration programs

in Quebec in a meaningful way,” said Murray Nye, Chief Executive Officer of North American

Niobium. “We’re encouraged by the strong investor interest and look forward to accelerating work

on our properties as we continue to unlock the potential of our critical minerals portfolio.”

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities

in the United States, nor shall there be any sale of the securities in any jurisdiction in which such

offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will

they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be

offered or sold in the United States absent registration or an applicabl e exemption from the

registration requirements of the 1933 Act, as amended, and applicable state securities laws.

ABOUT NORTH AMERICAN NIOBIUM AND CRITICAL MINERALS CORP.

North American Niobium and Criti cal Minerals Corp. is a North American mineral exploration

company focused on the acquisition and development of precious, base, and critical mineral assets.

Its portfolio includes the Silver Lake property in British Columbia’s Omineca Mining Division

and a recently acquired land package in Quebec’s Grenville Province. The Quebec properties add

exposure to rare earth elements (REE), niobium (Nb), and nickel -copper (Ni-Cu) occurrences,

expanding the Company’s footprint into critical minerals that are strategically important for energy

and defense applications.

ON BEHALF OF THE BOARD OF DIRECTORS:

Murray Nye

Chief Executive Officer

1055 West Georgia Street, Suite 1500

Vancouver, BC V6E 0B6

Canada

For further information, please contact:

Murray Nye, CEO

Email: [email protected]

Phone: +1 (647) 984-4204

CSE: NIOB

OTCQB: NIOMF

FSE:IOR

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of

this release and has neither approved nor disapproved the contents of this press release.

Forward-Looking Statements

This news release includes "forward-looking in formation" that is s ubject to a number of

assumptions, risks and uncertainti es, many of which are beyond the control of the Company.

Forward-looking statements may include but ar e not limited to, statements relating to the

completion of the Offering on the te rms described herein or at all, and the use of proceeds and

available funds following the completion of the O ffering and are subject to all of the risks and

uncertainties normally incident to such events. Investors are cautioned that any such statements

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are not guarantees of future events and that actu al events or developments may differ materially

from those projected in the forward-looking statements. Such forwar d-looking statements

represent management's best judgment based on info rmation currently available. No securities

regulatory authority has either approved or disapproved of the contents of this news release. The

Company undertakes no obligation to update publicly or otherwise revise any forward-looking

statements, except as may be required by law.