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Niocan Announces Proposed Financing
Montreal, Quebec, January 24, 2013. Niocan Inc. (“Niocan” or the “Company”) (TSX-NIO) announces that it has entered into an agreement in principle with Nio-Metals Holdings LLC (“Nio-Metals”) pursuant to which Nio-Metals has agreed to subscribe for, by way of private placement, a unit comprising of $1,200,000 aggregate principal amount of secured subordinated debentures of the Company (the “Debentures”) and 1,000,000 warrants (the “Warrants”) to purchase common shares of the Company (“Common Shares”), representing aggregate gross proceeds to the Company of $1,200,000 (the “Private Placement”).
The Debentures will bear interest at a rate of 10% per annum and will mature 30 months from the date of their issuance, subject to the ability of the Company to repay them at any time without penalty. Each Warrant will entitle its holder to purchase one Common Share at a price of $0.50 at any time until the two year anniversary of the date of their issuance.
The closing of the Private Placement is subject to the execution of definitive agreements and the receipt of all applicable regulatory and stock exchange approvals. Given the Company’s desire to address its need for financing as expeditiously as possible, Niocan intend to prosecute all necessary approvals as quickly as possible to close the transactions as soon as practical.
Niocan intends to use the proceeds of the Private Placement to continue to fund its exploration and development activities and for general working capital purposes.
Niocan intends to proceed to a subsequent financing in approximately 6 months, the proceeds of which would be used to reimburse the Debentures. However, no assurance can be provided that such a financing will take place.
There are currently 20,803,833 Common Shares outstanding. Nio-Metals is an insider of the Company given that it currently owns 8,717,500 Common Shares, debentures in the principal amount of $1,750,000 which, as announced by Niocan on January 10, 2013, will be converted into 1,267,241 Common Shares on February 28, 2013, as well as 910,000 Common Share purchase warrants having an exercise price of $1.45 and an expiration date of August 29, 2014. The proposed Private Placement to Nio-Metals as described above has been approved by independent members of the Board of Niocan. In connection with the Private Placement, the Company intends to rely on available valuation and shareholder
approval exemptions contained in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions as a result of the value of the Private Placement in relation to the market capitalization of the Company.
Niocan’s mission is to become a ferroniobium producer as soon as possible following the issuance of a Certificate of Authorization from the Ministry of Sustainable Development, Environment and Parks for its Oka niobium property. Niocan’s mining assets include mining rights in two properties: 49 claims covering 1,604 acres as well as surface rights on 231 acres at Oka, Quebec; and 460 claims covering 56,166 acres (22,741 hectares) at the Hudson Bay Great Whale Iron Property in Northern Quebec.
For more information, please contact:
Chairman, President and Chief Executive Officer