NioCorp Developments Ltd. Completes Convertible Security Funding Agreement for Institutional Investment of up to US $10.5 Million
December 15, 2015 (Source) — NioCorp Developments Ltd. (“NioCorp” or the “Company“) (TSX:NB)(OTCQX:NIOBF)(FRANKFURT:BR3) announces today that it has completed and signed a definitive convertible security funding agreement (the “Agreement“) with an entity managed by The Lind Partners, a New York based asset management firm (together, “Lind“). An initial US$4.5 million will be funded pursuant to the issuance of an initial convertible security (“Convertible Security“), which is expected to occur on or around December 24, 2015 (the “First Tranche“). US$1.5 million of the First Tranche will be held in escrow pending certain conditions required to be satisfied by December 31, 2015. Lind can increase the funding under the Convertible Security by an additional US$1.0 million during its two-year term. Further, provided certain conditions are met, the Company will have the right to call an additional US$ 1.0 million under the funding agreement.
The Agreement also provides for the issuance of a second Convertible Security on mutual agreement of the Company and Lind, in which Lind would fund up to another US$6.0 million (the “Second Tranche“), which can also be increased by US$1.0 million.
Phillip Valliere, a Managing Director at The Lind Partners, commented: “We have been impressed with the NioCorp management team and the progress they have made on the Elk Creek niobium-scandium-titanium project. Lind’s funding will help them complete the bankable feasibility study, the results of which will be key to unlocking the value of this project. We look forward to seeing the results of the BFS soon.”
Mark A. Smith, NioCorp’s Executive Chairman, stated: “We are very pleased to have finalized this funding facility with The Lind Partners, a highly regarded group of very successful institutional investors. This funding will move us further along toward completion of a bankable feasibility study for our Elk Creek project, which will then help to set the stage for us to acquire project financing and begin construction of our mine and processing facility in Nebraska.”
Each Convertible Security has a two-year term from the date of issue and will incur a simple interest rate obligation of 10% on the amount funded that is prepaid and attributed to its face value upon the issuance of each Convertible Security. The Convertible Security is secured by the assets of the Company. The Company has agreed to pay a fee of US$135,000 for each of the First Tranche and Second Tranche (if any). Lind will be entitled to convert the Convertible Securities in monthly installments over the term, and the Conversion will be at a price per share of 85% of the five-day trailing volume-weighted average price (“VWAP“) of the common shares (the “Shares“) prior to the date that notice of conversion is provided by Lind. The Agreement contains restrictions on how much of the Convertible Securities may be converted in any particular month. NioCorp has the option to buy-back up to 70% of the Convertible Security in cash at any time for a nominal premium. Any Shares acquired upon conversion will not be tradable through the TSX until completion of a four-month-and-one-day hold from the time of funding the convertible note; however, the Company has covenanted to file a Short Form Prospectus to qualify the securities issuable under the first Convertible Security for trading. Lind will also be entitled to accelerate its conversion right to the full amount of the face value or demand repayment of the face value in cash upon a default and other designated events. To the extent that the full face value has not been converted at maturity, the balance of the face value is to be paid in cash at the end of the two-year term.
Further, Lind does not and has agreed not to short-sell the shares of the Company.
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In addition, in respect of the First Tranche, the Company has agreed to issue 3.125 million warrants, exercisable into Shares for a period of three years at an exercise price of CAD$0.72 per Share. In respect of the Second Tranche (if any), the Company has agreed to issue a number of warrants under a formula based on the amount funded and the prevailing five-day VWAP prior to the date of issue. Any Second Tranche warrants will be exercisable into Shares for a period of three years, at an exercise price of 120% of the VWAP per Share for the five trading days before the Second Tranche closing.
The Convertible Security Funding Agreement and the issuance of securities thereunder, is subject to the acceptance of the TSX and to satisfaction of customary closing conditions.
Mark Smith, Executive Chairman and Director
NioCorp is developing the Elk Creek Niobium / Scandium / Titanium project in Southeast Nebraska. Niobium is used to produce High Strength, Low Alloy (“HSLA”) steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium can be combined with Aluminum to make an alloy with increased strength and improved corrosion resistance. Scandium is also a critical component of advanced solid oxide fuel cells. Titanium is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor and medical implants.
The Lind Partners is a New York-based alternative asset management firm that manages several institutional investment funds focused on small- and mid-cap companies publicly traded in Australia, Canada and the UK across the mining, oil & gas, biotech and technology sectors. Lind employs a multi-strategy investment approach: direct investments of new capital (equity, debt and hybrid); participation in syndicated equity placements; IPO/pre-IPO investments; and selective stock trades on the open market. Since 2009, the Lind team has completed over 70 direct investments totaling over $550 million in value.
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. The Mineral Resource presented in the October 2015 PEA has been reported following CIM guidelines. The October 2015 PEA is preliminary in nature and it includes a level of engineering precision and assumptions which are currently considered too speculative to have the economic considerations applied to them that would enable Mineral Resources to be categorized as Mineral Reserves. Inferred Mineral Resources are not included in the mine plan for the October 2015 PEA. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The October 2015 PEA includes price and market assumptions concerning an expanded demand in the scandium market. There is no certainty that the October 2015 PEA will be realized. 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 the commodities being explored and proposed for development by NioCorp – niobium, titanium, and scandium) 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 labor 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 revise any forward-looking statements whether as a result of new information, future events or otherwise.
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