Niobay Metals arranges $5-million private placement

On December 1, 2025, Niobay Metals announced it had arranged a brokered private placement to raise gross proceeds of up to C$5 million. The offering is being led by Red Cloud Securities Inc. and consists of three types of units: - Units: Priced at C$0.14 each, consisting of one common share and one common share purchase warrant. - Flow-Through (FT) Units: Priced at C$0.16 each, consisting of one flow-through common share and one warrant. - Charity Flow-Through (Charity FT) Units: Priced at C$0.21 each, consisting of one flow-through common share and one warrant.

All warrants included in the offering are exercisable at C$0.20 for a period of 36 months. The proceeds will be used for exploration and advancement of the James Bay Niobium Project, as well as for working capital and general corporate purposes.

This financing is material but negative for existing shareholders. While the capital raise is essential for the company's survival and the advancement of its flagship James Bay project, the terms are highly dilutive.

• Financial Necessity: The company's September 30, 2025 financial statements (released November 27) showed a cash position of C$2.3 million. The cash flow statement for the preceding nine months indicated a net cash burn from operations of approximately C$3.0 million, or C$1 million per quarter. At this rate, the company had roughly two quarters of cash remaining, making this financing critical to avoid insolvency.

• Dilutive Terms: The financing is priced at a significant discount. The C$0.14 unit price represents a 17.6% discount to the last closing price of C$0.17 on November 28, 2025. Furthermore, the inclusion of a full three-year warrant at C$0.20 is a substantial sweetener that signals the company's weak negotiating position. Assuming the full C$5 million is raised, it could result in the issuance of approximately 30-35 million new shares and an equivalent number of warrants, representing a potential dilution of over 25% on top of an already large number of outstanding shares and warrants.

• Strategic Signal: The need to offer such terms indicates that raising capital is challenging. This solves the immediate liquidity crisis but kicks the can down the road, adding to a significant warrant overhang that will likely suppress the share price in the future. Any move towards the C$0.20 warrant exercise price will be met with selling pressure and further dilution.

In conclusion, this is a necessary evil. The company secures its operational runway for another 12-15 months, but at a high cost to its capital structure and existing shareholders.

Niobay Metals is a Canadian exploration company focused on critical and strategic minerals, primarily niobium. The company has two key projects:

1. James Bay Niobium Project (Flagship): Located in Ontario on the territory of the Moose Cree First Nation (MCFN). This project was stalled for over three years but received a crucial 3-year exploration permit in October 2025. The company holds a mining lease valid until 2028. The goal is to advance this project, which has shown potential for high-purity niobium products suitable for both steel and high-tech applications like batteries.

2. Crevier Niobium and Tantalum Project: Located in Quebec, Niobay holds a 72.5% interest. This project is more advanced from a metallurgical standpoint. The company has completed drilling campaigns, pilot plant tests, and produced initial samples for potential customers. A larger, 140-tonne bulk sample is currently undergoing pilot testing.

The company also holds the Foothills titanium project in Quebec.