Details Released on NioCorp’s Proposed Early Exercise of Warrants
April 20, 2016 (Source) — NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX:NB) (OTCQX:NIOBF) (FSE:BR3) announces that details on its proposed early warrant exercise program are now available via an information circular and related proxy and voting forms, available on SEDAR and summarized below.
NioCorp’s proposed early warrant exercise program (the “Program”) is designed to encourage the early exercise of (unlisted) share purchase warrants exercisable at $0.65 that otherwise expire on November 10, 2016 (the “November 2016 Warrants”). An estimated 11,250,256 share purchase warrants are available to be exercised during the Incentive Period under the Program.
Proceeds from the Program will be available to fund the Company’s ongoing work to complete its Elk Creek Superalloy Materials Project Feasibility Study and to fund future planned capital growth expenditures.
The Program and its commencement are subject to disinterested shareholder approval, which will be sought at a Special Meeting of Shareholders to be held on Tuesday May 17, 2016 at 10 a.m. Mountain, as well as final Toronto Stock Exchange (“TSX”) approval.
Full details of the program are available here. The following is a summary of the Program highlights:
Who Can Vote on the Proposal:
- Shareholders of the Company who do not hold the November 2016 Warrants are eligible to vote on the Program.
- Company insiders who are shareholders and who hold the November 2016 Warrants are allowed to vote on the Program, although they cannot participate in the Program.
- Shareholders who hold only warrants with expiry dates other than November 10, 2016 are permitted to vote on the Program.
- All shareholders and holders of November 2016 Warrants may attend the Special Meeting, but holders of November 2016 Warrants will not be permitted to vote in person at the Special Meeting.
Who Can Participate in the Program
- All holders of the November 2016 Warrants who are not insiders are allowed to participate in the Program.
- If a holder of the November 2016 Warrants does not exercise during the 30 day period of the Program, the November 2016 Warrants continue to be exercisable until November 10, 2016 at $0.65.
The inducement to exercise early will be provided in the form of incentive shares of the Company (the “Incentive Shares”). The ultimate determination as to the total number of Incentive Shares (or fraction of Incentive Share per November 2016 Warrant) to be issued on the early exercise of the November 2016 Warrants during the 30 day incentive period will be made based on the Market Price of the Company’s common shares on the TSX immediately before the start of the incentive period. The information circular contains models for the issuance of Incentive Shares, which are set out in the tables below:
NioCorp has engaged Mackie Research Capital Corporation to provide services in connection with the Program, including financial advice and analysis and solicitation of the holders of the November 2016 Warrants to participate in the Program.
This release does not constitute an offer to sell or a solicitation of an offer to buy of any of NioCorp’s securities in the United States. The securities described herein 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 or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom.
Executive Chairman, CEO and Director
NioCorp is developing a superalloy materials project in Southeast Nebraska that will produce niobium, scandium, and titanium. Niobium is used to produce superalloys as well as High Strength, Low Alloy (“HSLA”) steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium is a superalloy material that can be combined with Aluminum to make alloys with increased strength and improved corrosion resistance. Scandium also is a critical component of advanced solid oxide fuel cells. Titanium is used in various superalloys and is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor and medical implants.
Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
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