NioCorp Announces Up To $16.5 Million Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 22, 2014) -
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.
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.