NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia –February 11, 2015 – NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX-V: NB, OTCQX: NIOBF, FSE: BR3) is pleased to announce that it has entered into an agreement with Mackie Research Capital Corporation (the “Underwriter”), pursuant to which the Underwriter has agreed to buy on a bought deal private placement basis, 1,334,000 special warrants of the Company (the “Special Warrants“) at a price of $0.75 per Special Warrant, representing aggregate gross proceeds of $1,000,500 (the “Offering“).
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”) of NioCorp. Each Warrant will entitle the holder thereof to acquire one additional Common Share at $1.00 per Common Share for a period of 24 months from the closing of the Offering.
The Company has also granted the Underwriter an option (the “Underwriter’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 Underwriter’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, metallurgical studies including 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 will take place by way of a private placement to qualified investors in such provinces of Canada (except Quebec) as the Underwriter 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 of the Offering, 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 45 days following the closing date of the Offering, each unexercised Special Warrant, including the Special Warrants offered as part of the Underwriters’ Option and the Compensation Options (defined below), will subject to the acceptance of the TSX, 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 of the Offering is expected on or about the week of February 23, 2015 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 Underwriter 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 Underwriter to purchase common shares of the Company at an exercise price equal to the Volume Weighted Average Price of NioCorp’s securities calculated in accordance with TSX rules.
The Offering is subject to the acceptance of the TSX Venture Exchange and the TSX.
These securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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 NI4-101 compliant resource with an effective date of February 6, 2015 reporting an Indicated Resource of 81.2 million tonnes grading 0.71% Nb2O5, containing 578.2 million kilograms of Nb2O5 and an Inferred Resource of 99.8 million tonnes grading 0.56% Nb2O5, containing 557.5 million kilograms of Nb2O5 (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, to produce lighter, stronger steel for use in automotive, structural and pipeline industries. The U.S. imports 100% of its niobium needs.
For further information, contact the Company at (604) 568-7365 or at [email protected]
ON BEHALF OF THE BOARD
“Peter Dickie”
Director, President and Corporate Secretary
Neither 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.