MONTRÉAL, Dec. 01, 2025 (GLOBE NEWSWIRE) -- NioBay Metals Inc. (TSXV:NBY) ("NioBay" or the "Corporation"), is pleased to announced that it has entered into an agreement with Red Cloud Securities Inc. ("Red Cloud") to act as sole agent and bookrunner in connection with a "best efforts" private placement (the "Marketed Offering") for aggregate gross proceeds of up to C$5,000,000 from the sale of any combination of the following:
units of the Corporation (each, a "Unit") at a price of C$0.14 per Unit (the "Unit Price"), subject to the minimum sale of 7,142,858 Units for minimum gross proceeds of approximately C$1,000,000 from the sale of Units;
flow-through units of the Corporation (each, a "FT Unit") at a price of C$0.16 per FT Unit; and
flow-through units of the Corporation to be sold to charitable purchasers (each, a "Charity FT Unit", and collectively with the Units and FT Units, the "Offered Securities") at a price of C$0.21 per Charity FT Unit.
Each Unit will consist 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 will consist of one common share of the Corporation to be issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a "FT Share") and one Warrant. Each Warrant shall 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 that date which is 36 months after the Closing Date (as herein defined).
The Corporation also grants Red Cloud an option, exercisable in full or in part up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional C$1,000,000 in any combination of Units, FT Units and Charity FT Units at their respective offering prices (the "Agent's Option"). The Marketed Offering and the securities issuable upon exercise of the Agent's Option shall be collectively referred to as the "Offering".
The Corporation intends to use the net proceeds from the Offering for the exploration and advancement of the Corporation's James Bay Niobium Project located in Ontario as well as for working capital and general corporate purposes, as is more fully described in the Offering Document (as herein defined).
The gross proceeds from the sale of FT Shares will ...