NioCorp Announces Up To $16.5 Million Private Placement
September 22, 2014 (Source: Marketwired) — NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
NioCorp Developments Ltd. (“NioCorp” or the “Company“) (TSX VENTURE:NB)(OTCQX:NIOBF)(FRANKFURT:BR3) is pleased to announce that it has entered into an agreement with Mackie Research Capital Corporation (the “Agent”) in connection with a private placement of special warrants (the “Special Warrants“) to raise aggregate gross proceeds of up to $16.5 million, at an issue price to be determined in the context of the market (the “Offering“). The Offering will be conducted on a “best efforts” private placement basis.
Each Special Warrant will be exchangeable at any time after the closing date of the Offering for no additional consideration into one unit of the Company (a “Unit“). Each Unit will consist of one common share of the Company (a “Common Share“) and one common share purchase warrant (a “Warrant“). Each Warrant will entitle the holder thereof to acquire one additional Common Share (a “Warrant Share“) at a price to be determined in the context of the market for up to twenty-four (24) months from closing date of the Offering.
The Company has also granted the Agent an option (the “Agent’s Option“) to increase the size of the Offering by up to 15% in Special Warrants, by giving written notice of the exercise of the Agent’s Option, or a part thereof, to the Company at any time up to 48 hours prior to the closing date of the Offering.
The net proceeds from the Offering will be used by the Company for continued development of NioCorp’s Elk Creek niobium project, including, but not limited to, ongoing drilling, metallurgical studies including pilot plant work and detailed engineering ahead of a feasibility study, and for general corporate purposes.
The Company advises that senior management intend to subscribe for approximately $2.5 million of the Offering.
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The Offering will take place by way of a private placement to qualified investors in such provinces of Canada (except Quebec) as the Agents may designate, and otherwise in those jurisdictions where the Offering can lawfully be made, including the United States and Europe under applicable private placement exemptions.
The Company will as soon as reasonably practicable after the Closing, obtain a receipt for a final short form prospectus of the Company filed pursuant to National Policy 11-202 and Multilateral Instrument 11-102, issued by the securities regulators in such jurisdictions in Canada in which a holder of Special Warrants is resident (collectively, the “Liquidity Event“). In the event that the Liquidity Event does not occur within 75 days following the closing date of the Offering, each unexercised Special Warrant, including the Special Warrants offered as part of the Agents’ Option and the Compensation Options (defined below), will thereafter entitle the holder thereof to receive upon the automatic exercise thereof, at no additional consideration, 1.10 Units (instead of one Unit). Unless qualified by a (final) prospectus, the securities to be issued under the Offering will be subject to a four month and one day hold period.
All unexercised Special Warrants will be deemed to be exercised on the earlier of (i) the date which is four months and one day following the closing date of the Offering, and (ii) the 3rd business day after the occurrence of a Liquidity Event.
The Closing is expected on or about the week of October 15th, 2014 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange.
In consideration for their services, the Agent will receive a cash commission equal to 6.5% of the gross proceeds of the Offering and non-transferable compensation options (the “Compensation Options“) equal to 6.5% of the Special Warrants issued pursuant to the Offering. Each Compensation Option shall entitle the Agent to purchase a Special Warrant at the offering price of the Special Warrants.
About the Company: NioCorp is developing the only primary niobium deposit known to be under development in the U.S., and the highest grade undeveloped niobium deposit in North America, located near Elk Creek, Nebraska. The Company has published an NI 43-101 resource report, which is available on SEDAR or the Company’s website. An updated NI 43-101 resource report is currently being prepared for filing. Niobium is mainly used in the form of Ferro-Niobium to produce HSLA (High Strength, Low Alloy) steel, to produce lighter, stronger steel for use in automotive, structural and pipeline industries. The U.S. imports 100% of its niobium needs.
About Mackie Research Capital Corporation: Mackie Research Capital is one of Canada’s largest independent full service investment firms, and proudly traces its roots back to 1921. We are privately owned by many of our 350 employees. As a fully integrated national investment dealer, we offer a full complement of capital markets and wealth management services to private and institutional clients and growth companies.
For more information about Mackie Research Capital Corporation, please visit www.mackieresearch.com.
ON BEHALF OF THE BOARD
Peter Dickie, Director, President and Corporate Secretary
Neither 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 release.
Certain statements contained in this press release may constitute forward-looking statements. Such forward-looking statements are based upon NioCorp’s reasonable expectations and business plan at the date hereof, which are subject to change depending on economic, political and competitive circumstances and contingencies. Readers are cautioned that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause a change in such assumptions and the actual outcomes and estimates to be materially different from those estimated or anticipated future results, achievements or position expressed or implied by those forward-looking statements. Risks, uncertainties and other factors that could cause NioCorp’s plans or prospects to change include changes in demand for and price of commodities (such as fuel and electricity) and currencies; changes or disruptions in the securities markets; legislative, political or economic developments; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks of accidents, equipment breakdowns and labour disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining or development activities; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; and the risks involved in the exploration, development and mining business. NioCorp disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
This press release is not for distribution or dissemination in the United States and accordingly, shall not constitute an offer of securities in the United States. The securities that may be issued pursuant to this press release are not currently qualified by prospectus or registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), or the laws of any state, and may not be offered or sold in the United States, or to, or for the account or benefit of United States persons (as defined in Regulation S under the Securities Act) or persons in the United States absent registration or an applicable exemption from the registration requirements. The securities are subject to resale restrictions under applicable securities laws.
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