Montreal, Quebec--(Newsfile Corp. - December 18, 2024) - Nio Strategic Metals Inc. (TSXV: NIO) (OTC Pink: NIOCF) ("Nio" or the "Company"), today announced that it has arranged a private placement (the "Private Placement") of 5,483,333 flow-through common shares of the Company (the "Flow-through shares") that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) for gross proceeds of approximately $329,000.
The Private Placement remains subject to final acceptance of the TSX Venture Exchange and the Company's receipt of all necessary regulatory approvals. The offering is subject to a four-month hold period from the date of issuance.
In connection with the Private Placement, the Company issued 187,500 finder's warrants (the "Finder's Warrants") and paid commissions of $15,000. Each Finder's Warrant will entitle the holder, on exercise thereof, to acquire one additional common share in the capital of the Company at a price of $0.08 per share for a period of 24 months from the date of issuance.
The proceeds of the Private Placement will be used exclusively for qualifying Canadian Exploration Expenditures (as such term is defined in the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec), in conducting an exploration and mineral resource evaluation program on the Oka and the Fafnir properties in Quebec to determine the existence, location, extent, and quality of the niobium and other critical metals on these properties. Such proceeds will be renounced to the subscribers with an effective date not later than December 31, 2025, in the aggregate amount of not less than the total amount of gross proceeds raised from the Private Placement.
The Offering constitutes a Related Party Transaction (as the term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")) since insiders of the Company did participate. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of the Offering as the fair market value (as determined under MI 61-101) of the Offering is below 25% of the Company's market capitalization (as determined in accordance with MI 61-101).
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America.
About Nio Strategic Metals
Nio Strategic Metals is an exploration and development company, with a focus on becoming a ferroniobium producer. The Company holds niobium properties located in Oka and near Mont-Laurier, and Québec and another exploration property in the Province of Québec.
For more information on the Company, please refer to the Company's public documents available on SEDAR (www.sedarplus.ca) or on the Company's website (https://niostratmet.com/) or contact: Bruno Dumais, Chief Financial Officer
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 press release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, "forward looking statements") within the meaning of applicable Canadian securities laws. Statements, other than statements of historical facts, may be forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words, or statements that certain actions, events or results "may", "could", "would", "might", "will be taken", "occur" or "be achieved", the negative of these terms and similar terminology although not all forward-looking statement contains these terms and phrases. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Nio Strategic Metals' annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR at www.sedarplus.ca, as well as all assumptions regarding the foregoing. Although Nio Strategic Metals believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frame or at all. Except where required by applicable law, Nio Strategic Metals disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
