NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

MONTRÉAL, Nov. 25, 2024 (GLOBE NEWSWIRE) -- NioBay Metals Inc. (“NioBay” or the “Company”) (TSX-V: NBY) (OTCQB: NBYCF) is pleased to announce the closing of a private placement (the “Offering”). The Company raised proceeds of $300,100 from the sale of 3,541,176 Quebec-eligible flow-through units of the Company (each, a “Québec FT Unit”) at a price of $0.085 per Quebec FT Unit.

Each Québec FT Unit consists of one common share of the Company issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and the Taxation Act (Québec) and one half of one common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one Common Share at a price of $0.13 at any time on or before November 23, 2026.

The Company paid $17,500 in cash and issued 205,882 warrants (“Finder’s Warrants”) to a finder in connection with the closing of the Offering. Each Finder’s Warrant will entitle the holder to purchase one common share at a price of $0.085 for a period of 12 months following the closing date.

A director of the Company has subscribed for 600,000 Québec FT Units. Such participation is a “related party transaction” as defined in Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”). The Offering is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 as neither the fair market value of the securities issued to insiders nor the consideration for such securities by insiders exceed 25% of the Company’s market capitalization.

All securities issued pursuant to the Offering are subject to a hold period under applicable securities laws, which will expire on March 23, 2025. The Offering remains subject to the final approval of the TSX Venture Exchange.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

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.