Montreal, Quebec--(Newsfile Corp. - January 29, 2026) - Nio Strategic Metals Inc. (TSXV: NIO) (OTC Pink: NIOCF) ("Nio" or the "Corporation"), a critical mineral exploration company, is pleased to announce that it intends to complete a non-brokered private placement of up to 27,002,255 common shares ("Common Shares") of the Corporation at a price of $0.155 per Common Share for gross proceeds of up to $4,185,350 (the "Private Placement"). The closing of the transaction is subject to customary closing conditions and is expected to be completed in February 2026.
The Private Placement is subject to the approval of the TSX Venture Exchange (the "TSXV"). The securities issued in connection with the Private Placement will be subject to a four month hold period, in accordance with applicable securities laws. The Corporation is in advanced discussions with a limited number of investors and has received indications covering a major portion of the Private Placement.
Insiders of the Corporation are expected to subscribe for an aggregate of 483,870 Common Shares under the Private Placement. Each transaction with an insider of the Corporation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is relying on exemptions from the formal valuation requirements of MI 61-101 and pursuant to section 5.5(a) of the Instrument and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) of the Instrument in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25% of the Corporation's market capitalization.
The Corporation intends to use the proceeds from the Private Placement for its continued exploration program of its critical minerals' projects and general corporate purposes.
The Corporation may pay a commission or finder's fee to eligible parties in connection with the Private Placement, subject to the approval of the TSX and compliance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
"This private placement will enable Nio to advance and demonstrate that key critical mineral projects can be executed in respect of the environment using safe, sustainable, green mining processes and in collaboration with various stakeholders including both governments," said Hubert Marleau, Executive Chairman & CEO of Nio. "We're committed to strategically align with recent policy actions by the governments emphasizing the importance of securing long-term access to critical minerals."
There can be no guarantee that the Private Placement will be completed on the terms outlined above, or at all. The completion of the Private Placement will be subject to further closing conditions, including compliance with all applicable TSXV policies or requirements.
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
bdumais@niometauxstrategiques.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.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
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Source: Nio Strategic Metals Inc.
