Nio Strategic Metals Announces Flow-Through Shares Private Placement to Advance Oka Explorations

Rhea-AI Summary

Nio Strategic Metals (OTC: NIOCF) arranged a private placement of 6,000,000 flow-through shares to raise approximately $750,000 to fund exploration and mineral resource evaluation on the Oka and Fafnir properties in Quebec. The Flow-through shares will qualify under subsection 66(15) of the Income Tax Act (Canada) and proceeds will be renounced to subscribers by no later than December 31, 2026.

The offering is subject to TSX Venture Exchange final acceptance and regulatory approvals, carries a four-month hold period, and includes 175,000 finder’s warrants exercisable at $0.15 per share for 24 months and finder commissions of $26,250.

Positive

• Raised approximately $750,000 for exploration
• Funds earmarked for Oka and Fafnir niobium exploration
• Flow-through structure offers tax benefits to subscribers

Negative

• Issuance of 6,000,000 new shares may dilute existing holders
• Potential additional 175,000 shares if finder’s warrants exercised
• Offering subject to TSXV final acceptance and regulatory approvals

News Market Reaction – NIOCF

-80.00%

1 alert

-80.00% News Effect

On the day this news was published, NIOCF declined 80.00%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Flow-through shares: 6,000,000 shares Gross proceeds: $750,000 Finder's warrants: 175,000 warrants +5 more

8 metrics

Flow-through shares 6,000,000 shares Private placement size

Gross proceeds $750,000 Private placement of flow-through shares

Finder's warrants 175,000 warrants Issued in connection with private placement

Finder commission $26,250 Cash commission on private placement

Warrant exercise price $0.15 per share Finder's Warrant terms

Warrant term 24 months Duration from date of issuance

Hold period 4 months Restricted period for offered securities

Renunciation deadline December 31, 2026 Effective date for renouncing expenditures

Market Reality Check

Price: $0.1400 Vol: Volume 1,000 vs 20-day av...

low vol

$0.1400 Last Close

Volume Volume 1,000 vs 20-day average 8,792 (relative volume 0.11x) ahead of the placement news. low

Technical Shares at $0.05, trading below the 200-day MA of $0.06 before the financing.

Peers on Argus

Peers showed mixed moves: VTECF down 13.81%, BRKCF up 3.82%, GIGGF up 5%, PMOMF ...

Peers showed mixed moves: VTECF down 13.81%, BRKCF up 3.82%, GIGGF up 5%, PMOMF up 0.88%, indicating stock-specific context rather than a unified sector move.

Historical Context

1 past event · Latest: Nov 13 (Neutral)

Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Nov 13	Stock options grant	Neutral	+0.0%	Incentive stock options granted at CA$0.15 exercise price to officers and directors.

Pattern Detected

Limited recent history: one neutral corporate governance event with no notable price reaction.

Recent Company History

Recent news for Nio Strategic Metals has focused on corporate actions. On Nov 13, 2025, the company granted stock options for up to 1,800,000 shares at CA$0.15, which saw a 0% 24-hour price reaction. Today’s private placement adds another capital-structure event, raising funds via flow-through shares for exploration at Oka and Fafnir, continuing a pattern of equity-based corporate activity.

Market Pulse Summary

The stock dropped -80.0% in the session following this news. A negative reaction despite the targete...

Analysis

The stock dropped -80.0% in the session following this news. A negative reaction despite the targeted use of proceeds would fit concerns about dilution from issuing 6,000,000 new flow-through shares and 175,000 finder’s warrants at $0.15. With the stock already at $0.05, below its 200-day MA of $0.06, investors may have focused more on capital structure pressure than on the planned exploration spending.

Key Terms

flow-through shares, Income Tax Act (Canada), finder's warrants, Canadian Exploration Expenditures, +1 more

5 terms

flow-through shares financial

"6,000,000 flow-through common shares of the Company (the "Flow-through shares")"

Flow-through shares are a special class of stock that lets a company pass eligible tax deductions for activities like resource exploration or development directly to the investor who buys the shares. For investors this can lower taxable income and reduce tax bills, making the investment more tax-efficient and partially offsetting higher risk—think of it as getting a tax rebate that helps pay for a riskier bet on future resource discoveries.

Income Tax Act (Canada) regulatory

"within the meaning of subsection 66(15) of the Income Tax Act (Canada)"

The Income Tax Act (Canada) is the federal law that sets the rules for how individuals and businesses in Canada calculate, report and pay income taxes, including what counts as taxable income, allowable deductions, credits and the applicable tax rates. Investors care because those rules determine after‑tax profits, how dividends and capital gains are treated, and which tax incentives affect corporate cash flow and valuations—like a rulebook that decides how much of earnings actually reach shareholders.

finder's warrants financial

"the Company issued 175,000 finder's warrants (the "Finder's Warrants")"

Finder's warrants are options given to an intermediary as payment for introducing a buyer, investor, or deal — they work like a coupon that lets the holder buy company shares at a fixed price for a set period. They matter to investors because exercising those warrants increases the number of shares outstanding, which can dilute existing owners, while also bringing potential cash into the company and signaling the cost of making the deal happen.

Canadian Exploration Expenditures financial

"used exclusively for qualifying Canadian Exploration Expenditures (as such term is defined"

Canadian exploration expenditures are the costs incurred when searching for and testing mineral deposits in Canada — things like drilling, geological surveys, and sampling. For investors, these expenses matter because they can be claimed for tax incentives and are often renounced to investors through special share structures, effectively shifting tax benefits and reducing the issuer’s reported taxable income; think of it as a way to turn project spending into a tax break that can change after-tax returns and risk profiles.

Taxation Act (Québec) regulatory

"and section 359.1 of the Taxation Act (Québec), in conducting an exploration"

The Taxation Act (Québec) is the provincial law that sets out how taxes are assessed, collected and administered in Quebec, including rules on taxable income, deductions, credits and filing obligations for individuals and businesses. Investors care because it shapes a company’s after‑tax profits, cash flow and the tax benefits or expenses they will face — like a rulebook that determines how much of a company’s earnings are kept versus paid to the province.

AI-generated analysis. Not financial advice.

Montreal, Quebec--(Newsfile Corp. - November 28, 2025) - 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 6,000,000 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 $750,000.

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 175,000 finder's warrants (the "Finder's Warrants") and will pay commissions of $26,250. 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 $0.15 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, 2026, in the aggregate amount of not less than the total amount of gross proceeds raised from the Private Placement.

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 other 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
nio.bdumais@gmail.com
514-560-7623

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276257

FAQ

How many flow-through shares is Nio (OTC: NIOCF) issuing in the November 28, 2025 private placement?

Nio is arranging a private placement of 6,000,000 flow-through shares.

What gross proceeds will Nio (OTC: NIOCF) raise from the flow-through private placement?

The private placement is expected to raise approximately $750,000 in gross proceeds.

What are the terms of the finder's warrants issued in Nio's private placement?

Nio issued 175,000 finder’s warrants exercisable at $0.15 per share for 24 months.

How will Nio use the proceeds from the NIOCF flow-through placement?

Proceeds will be used exclusively for qualifying Canadian Exploration Expenditures on the Oka and Fafnir properties in Quebec.

When will the flow-through tax benefits be renounced for Nio's private placement subscribers?

The proceeds will be renounced to subscribers with an effective date no later than December 31, 2026.

Are there any restrictions or approvals required for Nio's private placement (OTC: NIOCF)?

Yes. The offering is subject to TSXV final acceptance and receipt of necessary regulatory approvals and has a four-month hold period.