NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – February 27, 2015 – NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX-V: NB, OTCQX: NIOBF, FSE: BR3) On behalf of our shareholders NioCorp is pleased to announce that it has closed its previously announced bought deal private placement offering of 2,914,000 special warrants (the “Special Warrants“), including the exercise of the over-allotment option in full, at an issue price of $0.75 per Special Warrant for aggregate gross proceeds of $2,185,500 (the “Offering“). The Offering was conducted by Mackie Research Capital Corporation (the “Underwriter” or “MRCC“) on a bought deal private placement basis.
Each Special Warrant is exchangeable 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 of $1.00 per Common Share for 24 months.
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, metallurgical studies, including pilot plant work and detailed engineering, and to satisfy the main condition precedent of the Toronto Stock Exchange (“TSX“) to allow NioCorp’s listing on the TSX.
The Offering took place by way of a private placement to qualified investors in certain provinces of Canada, and in Europe under applicable private placement exemptions.
“We are very pleased that when we advised MRCC of our need to raise a minimum $1,000,000 to satisfy TSX listings requirements, MRCC quickly offered a bought deal private placement. Due to strong demand the Offering was increased and the overallotment option was fully exercised. This shows a great deal of confidence in NioCorp and our Elk Creek project, as we finalize the conditions necessary to complete our listing on the TSX,” stated Mark Smith, CEO of NioCorp. “We have also received $325,000 from the early exercise of certain warrants granted in conjunction with our previous financing.”
The Company will, as soon as reasonably practicable, file a final short form prospectus of the Company pursuant to National Policy 11-202 and Multilateral Instrument 11-102 and obtain a receipt from the securities regulators in such jurisdictions in Canada in which a holder of Special Warrants is resident (the “Liquidity Event”). In the event that the Liquidity Event does not occur within 45 days following the closing date of the Offering, each unexercised Special Warrant 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 short form prospectus, the securities issued under the Offering are 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.
In consideration for its services, MRCC received a cash commission equal to 6.5% of the gross proceeds from the Offering excluding proceeds received from purchasers introduced to MRCC by the Company (“President’s List Purchasers”) and non-transferable Compensation Options (the “Compensation Options”) equal to 6.5% of the Special Warrants issued pursuant to the Offering (less any amount sold to President’s List Purchasers). Each Compensation Option shall entitle the Underwriter to purchase a Common Share at a price of $0.85 per Common Share for a period of 24 months post the closing date.
The Special Warrants offered were not registered under the U.S. Securities Act of 1933, as amended, and were not offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Special Warrants in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 is announcing an NI43-101 compliant resource with an effective date of February 20, 2015 reporting an Indicated Resource of 80.5 million tonnes grading 0.71% Nb2O5, 2.68% TiO2 and 72 ppm Sc and an Inferred Resource of 99.6 million tonnes grading 0.56% Nb2O5, 2.31% TiO2 and 63 ppm Sc (at a 0.3% Nb2O5 cutoff grade). Niobium is mainly used in the form of Ferro-Niobium to produce HSLA (High Strength, Low Alloy) steel, which is a lighter, stronger steel used in automotive, structural and pipeline applications. The U.S. imports 100% of its niobium needs. Titanium in the form of an oxide is used extensively as a pigment in paints, plastics and papers. As a metal, titanium is used in aerospace applications, armor, chemical processing applications, marine hardware applications, medical implants, power generation and in sporting goods. Scandium is used in solid oxide fuel cells (SOFCs) and aluminum-scandium alloys, as well as in ceramics, electronics, lasers and lighting applications.
For further information, contact the Company at (604) 568-7365 or via email at [email protected].
ON BEHALF OF THE BOARD
“Peter Dickie”
Director, President and Corporate Secretary
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 release.