NioBay Metals Announces Closing of Brokered Life Offering and Concurrent Private Placement for Gross Proceeds of C$8.9 Million
Executive Summary
- NioBay Metals Inc. closed its previously announced best‑efforts private placement, raising C$8,497,990.20 in gross proceeds.
- The offering comprised 12,277,430 Units at C$0.14 each, 28,306,250 flow‑through (FT) Units at C$0.16 each, and 10,715,000 Charity FT Units at C$0.21 each; a concurrent non‑brokered placement added 2,296,250 FT Units for C$367,400.
- Proceeds will fund exploration of the James Bay Niobium Project (FT units) and provide working capital/general corporate purposes (Units), subject to TSX Venture Exchange final approval.
Key Details
- Units sold: 12,277,430 at C$0.14 per Unit → C$1,718,840.20 gross proceeds.
- FT Units sold: 28,306,250 at C$0.16 per FT Unit → C$4,529,000 gross proceeds.
- Charity FT Units sold: 10,715,000 at C$0.21 per Charity FT Unit → C$2,250,150 gross proceeds.
- Concurrent non‑brokered FT placement: 2,296,250 units at C$0.16 → C$367,400 gross proceeds.
- Total aggregate gross proceeds: C$8,497,990.20 (including agent’s option exercise).
Each Unit = 1 common share + 1 common‑share purchase warrant; each FT/Charity FT Unit = 1 common share + 1 warrant issued as a flow‑through share under the Canadian Income Tax Act.
- Warrant terms: All warrants (including FT Warrants) allow purchase of one common share at C$0.20, exercisable any time on or before 18 Dec 2028.
- Use of proceeds:
- FT Units & Charity FT Units → eligible Canadian exploration expenses for the James Bay Niobium Project (Qualifying Expenditures) to be incurred by 31 Dec 2026 and renounced to subscribers by 31 Dec 2025.
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Unit proceeds → working capital and general corporate purposes.
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Broker compensation: Red Cloud Securities received C$442,439 in cash fees plus 2,597,063 non‑transferable common share purchase warrants (exercisable at the Unit Price).
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Insider participation: Insiders purchased 8,671,429 Units for C$1,214,000 and 162,500 FT Units for C$26,000, subject to a hold period expiring 19 Apr 2026. Treated as a related‑party transaction exempt from formal valuation/approval under Regulation 61‑101.
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Regulatory notes:
- Securities sold under the listed issuer financing exemption (Regulation 45‑106) are freely tradeable in Canada; non‑exempt securities have a hold period ending 19 Apr 2026.
- Offering remains subject to final TSX Venture Exchange approval.
- No U.S. registration; not an offer or solicitation in the United States.
Notable Quotes
“The Corporation intends to use the gross proceeds from the FT unit and Charity FT Unit placement for the exploration and advancement of the Corporation’s James Bay Niobium Project located in Ontario…” – Jean‑Sébastien David, President & CEO.