2013-02-23 00:11:38 -
NEW YORK, NEW YORK -- (Marketwire) -- 02/22/13 -- Nio-Metals Holdings LLC (the "Offeror") announces that, pursuant to a private placement of Niocan Inc. (the "issuer") which closed on February 19, 2013 (the "Closing"), the Offeror subscribed for one unit of the issuer (the "Unit") at a subscription price of $1,200,000 and acquired ownership of: (i) $1,200,000 aggregate principal amount of secured subordinated debentures of the issuer (the "Debentures"); and (ii) 1,000,000 warrants (the "Warrants") to purchase common shares of the issuer (each, a "Common Share"). The Debentures will bear interest at a rate of 10% per annum and will mature 30 months from the date of their issuance, subject to the ability of the issuer to repay them at any time without penalty. Each Warrant will entitle its holder to purchase one Common Share at a price of $0.50 at any time until the two year anniversary of the date of its issuance. The 1,000,000 Common Shares that could be acquired by the Offeror upon exercise of such Warrants would represent approximately 4.8% of the currently issued and outstanding Common Shares.
Following the Closing, the Offeror holds: (i) 8,717,500 Common Shares, or 41.9% of the issued and outstanding Common Shares; (ii) $1,750,000 principal amount of convertible debentures of the issuer (the "Convertible Debentures") bearing interest at 12% per annum, which principal and interest may be repaid by the issuer in cash or Common Shares, at the issuer's sole option, with the number of Common Shares to be determined based on the greater of $1.45 per Common Share and a calculation based on the then current market price of the Common Shares; (iii) the 1,000,000 Warrants described above; and (iv) an additional 910,000 warrants of the issuer (each, an "Additional Warrant"). Each Additional Warrant entitles the holder to purchase one Common Share at an exercise price of $1.45 until August 29, 2014. Should the Offeror exercise all of the Warrants and all of the Additional Warrants, and all of the Convertible Debentures were repaid in Common Shares at a conversion price of $1.45 per share, the Offeror would hold 11,834,397 Common Shares, representing approximately 49.5% of the issued and outstanding Common Shares (on a partially diluted basis).
The Unit was acquired for investment purposes and the Offeror and/or one or more of its affiliates may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.
The Offeror is an "accredited investor" (as such term is defined in National Instrument 45-106 - Prospectus and Registration Exemptions adopted by the Canadian Securities Administrators ("NI 45-106")) because the Offeror is a "person" (as such term is defined in NI 45-106) in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are "accredited investors".
The Offeror is located at 535 Madison Avenue, 11th Floor, New York, NY, USA 10022. A copy of the early warning report relating to the Closing can be obtained from Michael Williams (646-365-1600) or on the SEDAR profile of the issuer at www.sedar.com.
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