NioCorp Announces Closing of $10,585,197 Private Placement
November 10, 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 closed a partially brokered and partially non brokered private placement of 19,245,813 special warrants (the “Special Warrants“) at an issue price of $.55 per Special Warrant to raise aggregate gross proceeds of $10,585,197 (the “Offering“). Mackie Research Capital Corporation (the “Agent” or “MRCC“) conducted the brokered portion of the Offering on a “best efforts” private placement basis.
Each Special Warrant is 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 of $.65 per Warrant Share until November 10, 2016.
The Offering took place by way of a private placement to qualified investors in certain provinces of Canada, the United States and Europe under applicable private placement exemptions.
Mark A. Smith, Niocorp’s Chief Executive Officer stated: “We are very pleased with the results of this capital raise and the confidence being expressed in our company and its people. This additional capital will allow the Company to continue its rapid development of in-fill drilling, pilot plant testing for metallurgical purposes and ultimately, the finalization of our full feasibility study. Insiders of Niocorp have subscribed for $2,287,715 in the Offering, showing our strong belief in the Company’s development plans. We are also pleased to welcome Alberta Star Development Corp. (“ASX“) as a significant shareholder. ASX bought 2,800,000 Special Warrants, for proceeds of $1,540,000. We wish to thank all those involved in completing this financing in very difficult market conditions.”
The Company will, as soon as reasonably practicable, file a final short form prospectus of the Company pursuant to National Policy 11-202 and Multilateral Instrument 11-102 and obtain a receipt from the securities regulators in such jurisdictions in Canada in which a holder of Special Warrants is resident (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 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 short form prospectus, the securities issued under the Offering are subject to a four month and one day hold period.
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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.
In consideration for its services, the Agent received a cash commission equal to 6.5% of the gross proceeds of the brokered portion of the Offering and 205,304 non-transferable compensation options (the “Compensation Options“) representing 6.5% of the Special Warrants issued pursuant to the brokered portion of the Offering. Each Compensation Option shall entitle the Agent to purchase a Unit at a price of $.55 per Unit. Each Unit will consist of one Common Share and one Warrant. Each Warrant will entitle the holder thereof to acquire one Warrant Share at a price of $.65 per Warrant Share until November 10, 2016
The Company also announces that it has entered into a financial services advisory agreement (the “Advisory Agreement“) with MRCC to formalize the existing relationship between the Company and MRCC originally announced on July 31, 2014. The new Advisory Agreement replaces and supersedes the original advisory agreement. The Company has agreed to issue MRCC in two stages, 1 million broker warrants (the “Broker Warrants“), and pay MRCC a fee of $190,000, of which $90,000 is paid upfront and the balance of which will be paid in 5 monthly installments of $20,000 commencing December 1, 2014. NioCorp will issue 500,000 Broker Warrants upfront and 500,000 Broker Warrants on the effective date of the Liquidity Event. The Broker Warrants are exercisable into units having the same terms as the Units issued under the Offering. The Advisory Agreement is subject to the acceptance of the TSX Venture Exchange.
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 filed an NI 43-101 compliant resource report, available on SEDAR, reporting an Indicated resource of 28.2 Million Tonnes grading 0.63% Nb2O5, containing 177 Million Kgs of Nb2O5, and an Inferred resource of 132.8 Million Tonnes grading 0.55% Nb2O5, containing 733.7 Million Kgs of Nb2O5, (at a 0.3% Nb2O5 cutoff grade). 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 Corporation 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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