Core Viewpoint - NioBay Metals Inc. has successfully closed a non-brokered private placement financing, raising a total of $2,238,231.52 through the issuance of 23,808,846 units at a price of $0.094 per unit, aimed at funding exploration work on its properties in Québec [1][3][4]. Financing Details - The Offering consisted of Charity FT Units, each comprising one common share and one common share purchase warrant, with the warrant exercisable at $0.10 for 24 months [1]. - The Company paid a total of $75,154 in cash finder's fees and issued 675,446 finder's warrants to various entities as part of the financing [2]. Use of Proceeds - Proceeds from the Offering will be utilized to advance exploration work on the Company's properties, particularly the Crevier project, which is critical for the development of strategic metals [3][4]. Company Overview - NioBay aims to lead in the development of mines with low carbon consumption and responsible environmental practices, emphasizing the importance of Indigenous community participation [5]. - The Company holds a 100% interest in the James Bay Niobium Project and a 72.5% interest in the Crevier Niobium and Tantalum project, with an option to acquire an 80% interest in the Foothills titanium-phosphate project [5]. Industry Context - Niobium is a highly valuable metal used in various sectors, enhancing material properties and reducing environmental impacts when added to materials like steel and aluminum [6].

Company Overview - NioBay Metals Inc. aims to lead in the development of mines with low carbon consumption and responsible water and wildlife management practices, emphasizing environmental, social responsibility, good governance, and stakeholder inclusion [4] - The company holds a 100% interest in the James Bay Niobium Project in Ontario and a 72.5% interest in the Crevier Niobium and Tantalum project in Québec, with an option to acquire an 80% interest in the Foothills project [4] Annual General Meeting (AGM) Highlights - The AGM was held on June 12, 2025, with shareholders representing over 46% of the total common shares attending [1] - New board members elected include Jean-Sébastien David, Josianne Beaudry, Laurence Farmer, Raymond Legault, Bruno Di Battista, and Serge Savard [2] - PricewaterhouseCoopers, LLP was re-appointed as auditors for the upcoming financial year, and the rolling stock option plan was re-approved [2] Stock Options Grant - Following the AGM, the company approved the grant of 1,215,000 incentive stock options to directors, officers, employees, and consultants [3] - One third of the stock options will vest immediately, while the remaining options are subject to a two-year vesting period, with a seven-year term at an exercise price of $0.06 [3] Industry Context - Niobium is a naturally occurring metal known for its ductility, malleability, and corrosion resistance, enhancing properties in various materials and applications across Mobility, Structural, and Energy sectors [5] - The addition of niobium to materials like steel, glass, and aluminum castings improves efficiency and reduces environmental impacts, thereby increasing their value [5]

Core Viewpoint - NioBay Metals Inc. has initiated a drilling campaign on the Crevier property, supported by a grant from the Ministère des Ressources naturelles et des Forêts, aiming to enhance material recovery and prepare for a larger pilot plant [1][2][6]. Group 1: Drilling Campaign Details - The 2025 Campaign is located approximately 50 km north of Girardville and 150 km from the Niobec mine, easily accessible via logging roads [1]. - The drilling will utilize large diameter (HQ) methods to maximize material collection, with plans for bulk sampling to produce over 125 metric tons of representative samples [2]. - The campaign will be executed by a local drilling company, with geological supervision from IOS Services Géoscientifiques, which has prior experience on this site [5]. Group 2: Company Strategy and Goals - The campaign aims to recover more material than the previous 2023 campaign and will test the extensions of known zones [6]. - NioBay is preparing for a second pilot plant that will be ten times larger than the first, intended to manufacture more product for potential customers [6]. - The company emphasizes the importance of local labor and community involvement in its operations, particularly with Indigenous communities [8]. Group 3: Company Background - NioBay holds a 100% interest in the James Bay Niobium Project and a 72.5% interest in the Crevier Niobium and Tantalum project, both located in territories of Indigenous communities [8]. - The company aims to lead in low carbon consumption mining practices while prioritizing environmental and social responsibilities [8]. Group 4: Industry Context - Niobium is a ductile and corrosion-resistant metal used in various sectors, enhancing material properties and reducing environmental impacts when added to materials like steel and aluminum [9].

Core Viewpoint - NioBay Metals Inc. has successfully made its first product deliveries from the SGS pilot plant in Québec City, marking a significant milestone for the Crevier niobium and tantalum project, supported by a grant from the Ministère des Ressources naturelles et des Forêts [1][2][4] Group 1: Project Developments - The grant received allowed NioBay to test the niobium-tantalum concentration process on a pilot scale, with initial deliveries aimed at verifying product specifications with potential customers [2] - The Crevier Project will focus on producing niobium oxide for battery manufacturers and tantalum oxide for high-tech applications [3] Group 2: Partnerships and Collaborations - NioBay will distribute concentrate to research partners, including Université Laval, CENET, and URSTM, to explore unconventional production methods for Niobium Ammonium Oxalate (ANO) [3] Group 3: Company Vision and Strategy - NioBay aims to lead in developing mines with low carbon consumption and responsible management practices, emphasizing the importance of Indigenous community participation in its operations [6] - The company holds a 100% interest in the James Bay Niobium Project and a 72.5% interest in the Crevier Project, with an option to acquire an 80% interest in the Foothills project [6] Group 4: Industry Context - Niobium is a ductile and corrosion-resistant metal used in various sectors, enhancing material properties and reducing environmental impacts when added to materials like steel and aluminum [7]

PART I FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The Q1 2025 financial statements show a **$7.67 million** net income, driven by discontinued operations, significantly improving cash and equity positions [Condensed Consolidated Balance Sheets](index=3&type=page&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, the balance sheet significantly improved, with cash increasing to **$8.47 million** and stockholders' equity turning positive to **$6.17 million** Condensed Consolidated Balance Sheets (in thousands) | | March 31, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $8,467 | $430 | | Total current assets | $9,038 | $1,935 | | **Total Assets** | **$9,872** | **$3,423** | | **Current Liabilities** | | | | Total current liabilities | $3,067 | $2,843 | | **Total Liabilities** | **$3,705** | **$3,552** | | **Total stockholders' equity (deficit)** | **$6,167** | **$(129)** | [Condensed Consolidated Statements of Operations](index=4&type=page&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q1 2025 saw a net income of **$7.67 million** due to **$11.0 million** from discontinued operations, despite a widening loss from continuing operations to **$3.33 million** Condensed Consolidated Statements of Operations (in thousands, except per share data) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Total operating expenses | $3,290 | $2,291 | | Operating loss | $(3,290) | $(2,291) | | Net loss from continuing operations | $(3,330) | $(2,925) | | Net income (loss) from discontinued operations, net of taxes | $11,000 | $(289) | | **Net income (loss)** | **$7,670** | **$(3,214)** | | **Basic earnings (loss) per share** | **$1.44** | **$(29.95)** | [Condensed Consolidated Statements of Stockholders' Equity (Deficit)](index=5&type=page&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) Stockholders' equity improved from a **$129 thousand deficit** to a **$6.17 million positive equity** by March 31, 2025, primarily due to **$7.67 million net income** - Total stockholders' equity increased from a deficit of **$(129) thousand** at December 31, 2024, to a positive equity of **$6,167 thousand** at March 31, 2025[16](index=16&type=chunk) - The increase in equity was primarily driven by a net income of **$7,670 thousand** for the quarter[16](index=16&type=chunk) - The company repurchased warrants for **$1,990 thousand**, which was recorded as a reduction of additional paid-in capital[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=page&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 saw a net cash increase of **$8.04 million**, primarily driven by **$11.07 million** from discontinued operations, offsetting cash used in continuing and financing activities Consolidated Cash Flow Summary (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities, continuing operations | $(1,324) | $(1,979) | | Net cash used in financing activities, continuing operations | $(1,708) | $(597) | | Net increase in cash and cash equivalents, discontinued operations | $11,069 | $1,271 | | **Net increase (decrease) in cash, consolidated** | **$8,037** | **$(1,307)** | [Notes to Condensed Consolidated Financial Statements](index=7&type=page&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail asset divestitures as discontinued operations, ongoing strategic evaluations including potential dissolution, and confirm **$8.5 million** cash sufficiency for at least 12 months - The company completed the Avenova Asset Divestiture on January 17, 2025, and the Wound Care Divestiture on January 8, 2025. The DERMAdoctor Divestiture was completed on March 12, 2024. All are presented as discontinued operations[19](index=19&type=chunk)[22](index=22&type=chunk) - Stockholders approved a Plan of Dissolution on April 16, 2025, but the Board retains discretion on whether to proceed or pursue other strategic alternatives[23](index=23&type=chunk) - Management believes existing cash and cash equivalents of **$8.5 million** as of March 31, 2025, are sufficient to meet planned operating expenses at least through May 15, 2026[25](index=25&type=chunk)[183](index=183&type=chunk) - In March 2025, the company entered into settlement agreements with certain warrant holders, resulting in the exercise of some warrants and the repurchase of others for **$1.8 million**[106](index=106&type=chunk) Gains on Divestitures (Q1 2025) | Divestiture | Date Closed | Net Gain (in thousands) | | :--- | :--- | :--- | | Avenova Assets | Jan 17, 2025 | $10,700 | | Wound Care Trademarks | Jan 8, 2025 | $500 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's transformation post-divestitures, evaluating strategic options including potential dissolution, with cash improved to **$8.5 million** expected to fund operations through May 2026 - The company has completed the sale of substantially all of its assets and significantly reduced its operations and expected revenue[160](index=160&type=chunk) - The Board is evaluating strategic options, including a potential dissolution approved by stockholders on April 16, 2025, but retains discretion to pursue other alternatives[162](index=162&type=chunk)[164](index=164&type=chunk) - As of March 31, 2025, cash and cash equivalents were **$8.5 million**, a significant increase from **$430 thousand** at year-end 2024, due to divestiture proceeds[183](index=183&type=chunk) Comparison of Continuing Operations (in thousands) | | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | General and administrative | $2,701 | $2,291 | | Impairment of long-lived assets | $589 | $— | | **Operating loss** | **$(3,290)** | **$(2,291)** | | **Net loss from continuing operations** | **$(3,330)** | **$(2,925)** | [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is minimal interest rate sensitivity on cash and equivalents due to short-term, high-quality investments, with no material foreign currency exposure - The principal market risk is interest rate sensitivity on cash and cash equivalents[198](index=198&type=chunk) - The investment policy restricts investments to short-term, high-quality securities to preserve capital and ensure liquidity, minimizing interest rate risk[199](index=199&type=chunk) - The company has no material exposure to foreign currency rate fluctuations[200](index=200&type=chunk) [Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2025, with no material changes in internal control over financial reporting during the quarter - The CEO and Interim CFO concluded that as of March 31, 2025, the company's disclosure controls and procedures were effective[203](index=203&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[204](index=204&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=52&type=section&id=Item%201.%20Legal%20Proceedings) As of March 31, 2025, the company was not involved in any legal proceedings with a material adverse effect on its financial position or operations - As of March 31, 2025, there were no legal matters that would result in a material adverse effect on the Company[207](index=207&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, NovaBay is not required to provide updated quarterly risk factor information, referring stakeholders to the 2024 Annual Report - As a smaller reporting company, NovaBay is not required to provide updated quarterly information under this item[208](index=208&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None reported[209](index=209&type=chunk) [Defaults Upon Senior Securities](index=52&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[210](index=210&type=chunk) [Mine Safety Disclosures](index=52&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[211](index=211&type=chunk) [Other Information](index=52&type=section&id=Item%205.%20Other%20Information) No directors or Section 16 officers adopted, modified, or terminated Rule 10b5-1 trading arrangements during the quarter - No directors or Section 16 officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the quarter[212](index=212&type=chunk) [Exhibits](index=53&type=section&id=Item%206.%20Exhibits) This section provides an index of all exhibits filed with or incorporated by reference into the Form 10-Q report

Core Viewpoint - NioBay Metals Inc. has received a grant from the Ministry of Natural Resources and Forests for its Crevier 2 niobium and tantalum project, highlighting the government's support for critical minerals exploration and the project's potential [1][4]. Group 1: Grant Details - The grant is aimed at conducting mineral processing tests and systematic mineralogical characterization at the Crevier deposit [2]. - This funding is non-dilutive to shareholders, which is beneficial for the company's financial structure as it progresses the project [3]. Group 2: Project Focus - The Crevier Project will concentrate on producing niobium oxide for battery manufacturers and tantalum oxide for high-tech applications [5]. Group 3: Company Overview - NioBay aims to lead in low carbon consumption mining practices while ensuring responsible water and wildlife management, emphasizing environmental and social responsibility [7]. - The company holds a 72.5% interest in the Crevier Niobium and Tantalum project and a 100% interest in the James Bay Niobium Project [7]. Group 4: Importance of Niobium - Niobium is a ductile and corrosion-resistant metal used in various sectors, enhancing material properties and reducing environmental impacts when added to materials like steel and aluminum [8].

Financial Performance - The company incurred net losses from continuing operations of $7.2 million for the year ending December 31, 2024, compared to $6.1 million for 2023, reflecting a 17% increase in losses [132]. - Total net sales decreased by $0.7 million, or 6%, to $9.8 million for the year ended December 31, 2024, down from $10.5 million in 2023 [141]. - Product revenue, net, from eyecare products increased by $0.6 million to $9.7 million for the year ended December 31, 2024, primarily due to increased sales of Avenova Spray [145]. - Operating expenses increased by 21% to $12.3 million for the year ended December 31, 2024, compared to $10.2 million in 2023 [141]. - The company recorded a loss on divestiture of subsidiary amounting to $865,000, reflecting the impact of recent strategic changes [141]. - Cash and cash equivalents decreased to $430 thousand as of December 31, 2024, compared to $2.9 million as of December 31, 2023 [156]. - Net cash used in operating activities from continuing operations was $5.2 million for the year ended December 31, 2024, compared to $4.3 million for the year ended December 31, 2023 [160][161]. - Net cash provided by financing activities from continuing operations was $1.5 million for the year ended December 31, 2024, compared to $1.9 million for the year ended December 31, 2023 [163][164]. Asset and Liability Management - The accumulated deficit as of December 31, 2024, was $183.5 million, with total current assets of $1.9 million and total assets of $3.4 million [132]. - As of December 31, 2024, the company had net operating loss carryforwards of $153.7 million for federal income tax purposes [166]. Strategic Changes - The company completed the Avenova Asset Sale on January 17, 2025, receiving net proceeds of approximately $10.5 million, significantly reducing its revenue-generating assets [132]. - Following the Wound Care Divestiture on January 8, 2025, the company received net proceeds of $0.5 million, further diminishing its operational scope [132]. - The company anticipates fulfilling remaining contractual obligations for wound care products by the end of Q2 2025 [129]. - The company is exploring strategic alternatives, including potential dissolution, which is subject to stockholder approval [133]. - The company is exploring strategic alternatives, including a potential dissolution, subject to stockholder approval [159]. Expense Management - Cost of goods sold decreased by $1.1 million, or 25%, to $3.3 million for the year ended December 31, 2024, from $4.4 million for the year ended December 31, 2023 [147]. - Sales and marketing expenses decreased by $0.7 million, or 14%, to $4.0 million for the year ended December 31, 2024, from $4.7 million for the year ended December 31, 2023 [148]. - General and administrative expenses increased by $1.9 million, or 35%, to $7.4 million for the year ended December 31, 2024, from $5.4 million for the year ended December 31, 2023 [149].

Company Overview - NioBay Metals Inc. has appointed Mr. Laurence Farmer to the Board of Directors, replacing Mr. Mathieu Savard who resigned on March 25, 2025 [1] - The company expresses gratitude to Mr. Savard for his contributions and wishes him well in his future role as President, CEO, and Director of Vior Inc. [1] Leadership Background - Mr. Laurence Farmer has over 10 years of experience in cross-border M&A, finance, and capital markets advisory, previously serving as General Counsel and Vice President at Osisko Development Corp. [2] - He has participated in deals totaling over US$20 billion throughout his career in mining and metals [2] - Mr. Farmer is also the Co-Founder and CEO of Electric Elements Mining Corp., a project generator focused on precious and critical metals [2] Stock Options - The company has granted Mr. Farmer 50,000 incentive stock options, with one third vesting immediately and the remainder subject to a two-year vesting period [3] - The options have a seven-year term with an exercise price of $0.055, in accordance with the company's Stock Option Plan [3] Company Mission - NioBay aims to lead in the development of mines with low carbon consumption and responsible management practices, emphasizing environmental and social responsibility [4] - The company prioritizes the consent and participation of Indigenous communities in its operational territories [4] Project Interests - NioBay holds a 100% interest in the James Bay Niobium Project located in Ontario and a 72.5% interest in the Crevier Niobium and Tantalum project in Québec [5] - The company also has an option to acquire an 80% interest in the Foothills project, a titanium-phosphate project in Québec [5] Industry Insights - Niobium is a ductile and malleable metal used in various sectors, enhancing material properties and reducing environmental impacts [6] - Titanium is a strong yet lightweight metal, important for aerospace applications and increasingly used in battery components [7]

Core Viewpoint - NioBay Metals Inc. has successfully intercepted titanium in multiple surface drill holes at Zone 1 of the Foothills Property, indicating promising mineralization and potential for further exploration [1][2][6]. Company Overview - NioBay Metals Inc. is focused on developing mines with low carbon consumption and responsible environmental practices, emphasizing the importance of Indigenous community participation [10]. - The company holds a 100% interest in the James Bay Niobium Project and a 72.5% interest in the Crevier Niobium and Tantalum project, along with an option to acquire an 80% interest in the Foothills project [11]. Exploration Results - The recent drilling campaign in the fall of 2024 revealed significant TiO2 mineralized zones, with intersections calculated for a cut-off grade of 8% Ti [2][4]. - Notable drill results include: - Hole 1625-24-002: 63.25 m at 10.57% TiO2 and 5.75 m at 22.36% TiO2 [5]. - Hole 1625-24-003: 13.75 m at 12.62% TiO2 and 5.00 m at 19.13% TiO2 [5]. - Hole 1625-24-004: 4.30 m at 14.73% TiO2 [5]. Environmental Considerations - The drilling work generated 32.14 tonnes of CO2 equivalents, and the company has made a donation to Carbone Boreal as compensation for its carbon footprint [3]. Future Plans - The company plans to conduct further drilling in Zone 3, where previous surface values indicated strong titanium presence [6]. An application for authorization for this drilling has already been filed [2]. Industry Context - Titanium is a critical material used in various high-performance applications, including aerospace, medical devices, and sports equipment, due to its strength and low density [12].

Company Overview - NioBay Metals Inc is focused on exploration, development, and use of critical green metals with an Environmentally, Sustainable, Governance, and Indigenous (ESGI) focus [4] - The company holds a 100% interest in the James Bay Niobium Project located 45 km south of Moosonee, Ontario [4] - NioBay also holds a 72.5% interest in the Crevier Niobium and Tantalum project in Québec and has an option to acquire an 80% interest in the Foothills titanium-phosphate project in Quebec [4] Metallurgical Testing Results - Successful production of Ammonium Niobium Oxalate (ANO) was achieved through a reliable flowsheet incorporating hydrofluoric acid leaching, solvent extraction using 1-octanol, and precipitation with ammonium hydroxide [3] - Hydrofluoric acid leaching consistently achieved niobium dissolution in excess of 95% across a range of acid dosages [5] - A reverse precipitation test produced a residue assaying at 59.4% Nb with very low levels of impurity co-precipitation [5] Strategic Implications - The metallurgical tests reveal an opportunity to target markets demanding high-purity niobium, beyond the company's primary focus on ferroniobium production for the steel mill market [4] - The James Bay Niobium Project's mineralization can be processed to produce high-purity niobium, as confirmed by SGS results [4] Industry Context - Niobium is a naturally occurring metal that enhances properties and functionalities in materials used across Mobility, Structural, and Energy sectors [6] - When added to materials like steel, glass, and aluminum castings, niobium improves efficiency, lowers environmental impacts, and delivers benefits such as better performance, improved safety, and increased value [6]