MONTREAL, QUEBEC–(Marketwired – Dec. 29, 2015) – Niocan Inc. (“Niocan” or the “Company”) (TSX VENTURE:NIO) announces that it has amended its $1.2 million secured non-convertible debenture with Nio-Metals Holdings LLC (“Nio-Metals”) dated February 19, 2013 to extend the maturity date from December 30, 2015 to March 31, 2016, subject to no other condition (the “Amended Secured Debenture”). Except for the maturity date, the other material terms and conditions of the Amended Secured Debenture have remained the same. Discussions between Niocan and Nio-Metals regarding a financing to replace the Amended Secured Debenture at maturity remain ongoing.
No other accessory agreement was entered into with Nio-Metals or other associated entities of Nio-Metals in connection with the Amended Secured Debenture.
The Amended Secured Debenture was approved by all the members of the Board of directors, except for the nominee of Nio-Metals given its interest in the matter, as they considered it in the best interest of the Company.
Related Party Disclosure
Pursuant to Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Amended Secured Debenture constitutes a “related party transaction” as Nio-Metals (the “Related Party”) currently holds 49.4% of the issued and outstanding common shares of the Company.
The Company is exempt from the formal valuation requirement of MI 61-101 in connection with this amendment in reliance on section 5.5(b) of MI 61-101, as no securities of the Company are listed or quoted for trading on the the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.
Additionally, the Company is exempt from obtaining minority approval in connection with the Amended Secured Debenture in reliance on section 5.7(1)(b) of MI 61-101, as, in addition to the foregoing, (i) neither the Company nor, to the knowledge of the Company after reasonable inquiry, the Related Party has knowledge of any material information concerning the Company or its securities, (ii) neither the fair market value of the Amended Secured Debenture nor the consideration received in respect thereof from the Related Party exceeds $2.5 million, (iii) the Company has one or more independent directors in respect of the approval of the Amended Secured Debenture who are not employees of the Company, and (iv) all of the independent directors of the Company have approved the Amended Secured Debenture, except for the nominee of the Related Party which has abstained from the vote.
Moreover, the Related Party, to the extent that it holds Niocan common shares and that its Amended Secured Debenture is not convertible, will experience the same effects as other Niocan shareholders as a result of the Amended Secured Debenture. The Related Party will be entitled to receive interest and return of the principal amount of its Amended Secured Debenture in priority to Niocan shareholders.
For more information on the Company, please refer to the Company’s public documents available on SEDAR (www.sedar.com).
FORWARD LOOKING STATEMENTS
Certain statements contained in this press release are forward-looking and are subject to numerous risks and uncertainties, known and unknown. For information identifying known risks and uncertainties, relating to the issuance by the Ministry of Environment of the Certificate of Authorization to build the mine in Oka, financial resources, market prices, exchange rates, politico-social conflicts, competition, regulatory approvals, the purchase of the old St-Lawrence Columbium mine site from the Municipality of Oka should the Certificate of Authorization be issued, and other important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk and Uncertainties Section of the Corporation’s most recent Management’s Discussion and Analysis, which may be found at www.sedar.com. Consequently, actual results may differ materially from the anticipated results expressed in these forward-looking statements.
Chairman, President and Chief Executive Officer