(Montreal, Québec, February 18, 2022) – Niocan Inc. (TSX-V: NIO) (OTC:NIOCF) (“Niocan” or the “Company”) announces its intention to strengthen its balance sheet through a combination of converting into equity and deferring the maturity date of long-term debt owing to Nio-Metals Holdings LLC (“Nio-Metals”), one of its principal shareholders.
Pursuant to the terms of the agreement in principle entered into between the Company and Nio-Metals, approximately $3,573,521 in principal and accrued interest owing under the terms of a secured debenture initially issued by the Company to Nio-Metals on February 19, 2013 will be converted into an aggregate of 23,823,470 common shares of the Company (the “Repayment Shares”) at an issue price of $0.15 per share in full repayment thereof. Moreover, the maturity date of a loan made to the Company by Nio-Metals on March 17, 2021 in the principal amount of $500,000 will be extended from March 17, 2023 to March 17, 2024. This transaction will enable the Company to preserve its cash for use on its existing and new projects and for working capital.
The Repayment Shares will be subject to a four-month hold period under Canadian securities laws.
The foregoing transaction is subject to negotiation and execution of definitive documentation, as well as regulatory approval from the TSX Venture Exchange. Moreover, pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), such transaction constitutes a « related party transaction » as Nio-Metals currently holds 24.7% of the issued and outstanding common shares of the Company. However, the Company is exempt from the requirement to obtain minority approval of such transaction in reliance on the financial hardship exemption set forth in section 5.7(1)(e) of MI 61-101.
Further details regarding the foregoing transaction will be included in a material change report to be filed by the Company. The material change report will be filed less than 21 days before the closing of the transaction as the Company would like to proceed with the transaction in a timely manner.
Niocan is an exploration and development company, with a focus on becoming a ferroniobium producer. The Company holds a niobium property in Oka, Québec and other exploration properties in the Province of Québec. Niocan’s Oka mining property consists of mining rights comprised of 49 claims covering 2,281 acres and its Great Whale property consists of surface and mining rights covering 24,944 acres on the Hudson Bay territory.
For more information on the Company, please refer to the Company’s public documents available on SEDAR (www.sedar.com).
For more information, please contact:
Chairman, President and Chief Executive Officer
Neither the 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 press release.
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements and forward-looking information (together, “forward looking statements”) within the meaning of applicable Canadian securities laws. Statements, other than statements of historical facts, may be forward-looking statements. Generally, forward-looking statements can be identified by the use of terminology such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words, or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will be taken”, “occur” or “be achieved”, the negative of these terms and similar terminology although not all forward-looking statement contains these terms and phrases. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors set out in Niocan’s annual and/or quarterly management discussion and analysis and in other of its public disclosure documents filed on SEDAR at www.sedar.com, as well as all assumptions regarding the foregoing. Although Niocan believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frame or at all. Except where required by applicable law, Niocan disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.