Montreal, Quebec--(Newsfile Corp. - May 20, 2025) - Nio Strategic Metals Inc. (TSXV: NIO) (OTC Pink: NIOCF) ("Nio" or the "Corporation"), a critical mineral exploration company, is pleased to announce that, further to its previous press release dated April 11, 2025, the Corporation has received acceptance from the TSX Venture Exchange (the "TSXV") and completed its shares for debt agreements (the "Debt conversion Agreements") to convert the outstanding Principal of a Loan dated February 17, 2021 in the amount of $450,000 with Nio-Metals Holdings LLC and to settle an aggregate of $45,000 of accrued services owed to certain directors and officers of the Corporation by issuing thereof an aggregate of 11,000,001 common shares in the capital of the Corporation (the "Shares") at a deemed price of $0.045 per share in accordance with the policies of the TSXV.
The Debt conversion Agreements constitute Related Party Transactions within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation relied on the exemptions from the 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, as the fair market value of the shares for debt transaction with the forgoing insiders does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101.
The Corporation did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt conversion Agreements, which the Corporation deems reasonable in the circumstances as the Corporation wishes to improve its financial position by reducing its existing liabilities. Further details regarding the foregoing transactions are included in a material change report filed by the Company less than 10 days after the closing of the transaction and the formal acceptance by the TSXV.
The Board of Directors and Management of Nio determined these two agreements will improve its financial position drastically since, the Corporation will no longer carry any debt on its balance sheets, except for usual short-term accrued payables. Also, both agreements are in the best interests of Nio as it will help the Corporation preserve its cash position since the Corporation has no significant revenues.
The Shares issued are subject to a four month plus one day hold period pursuant to the policies of the TSXV.
In connection the Debt conversion agreement, Nio-Metals Holdings LLC (the "Insider") was issued 10,000,000 Shares. Following the Debt conversion agreement, the Insider owns or controls 46,658,211 Shares representing approximately 45.9% of the issued and outstanding Shares on an undiluted basis.
Notice of Annual and Special Meeting of Shareholders
Nio announces that its Annual and Special Meeting (the "Meeting") will be held via live webcast at: https://us02web.zoom.us/j/7124529998 on July 9, 2025 at the hour of 10:00 a.m. (Eastern time). The password for the live webcast is NIO2025 (case sensitive).
About Nio Strategic Metals
Nio Strategic Metals is an exploration and development company, with a focus on becoming a ferroniobium producer. The Corporation holds niobium properties located in Oka and near Mont-Laurier and another exploration property in the Province of Québec.
For more information on the Corporation, please refer to the Corporation's public documents available on SEDAR (www.sedarplus.ca) or on the Corporation'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.
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.
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/252719
SOURCE: Nio Strategic Metals Inc.
