NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – November 13, 2014 – NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX-V: NB, OTCQX: NIOBF, FSE: BR3). This press release is being disseminated as required by National Instrument 62-103 The Early Warning System and Related Take Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the “Early Warning Report”) regarding the acquisition of securities of NioCorp by Mark Smith (“Mr. Smith”), of 7000 S. Yosemite Street, Suite 105, Centennial, CO. 80112
On November 10, 2014, Mr. Smith subscribed for, purchased and acquired ownership and control of 4,132,232 special warrants (the “Special Warrants”) of the Company at a price of $0.55 per Special Warrant pursuant to the closing of the private placement (the “Private Placement”) by the Company of an aggregate 19,245,813 Special Warrants at $0.55 per Special Warrant for total gross proceeds of $10,585,197.15. Each Special Warrant will entitle the holder to receive upon exercise or deemed exercise, for no additional consideration, one unit of the Company (a “Unit”). Each Unit is comprised of one common share of the Company (a “Share”) and one transferable common share purchase warrant (a “Warrant”). Each Warrant will entitle Mr. Smith to acquire one additional common share (a “Warrant Share”) at a price of $0.65 per Warrant Share until November 10, 2016. Accordingly, upon conversion of the Special Warrants, 4,132,232 Shares and 4,132,232 Warrants will be issued to Mr. Smith. On exercise by Mr. Smith of all Warrants issued pursuant to the exercise of his Special Warrants, a further 4,132,232 Warrant Shares will be issued to Mr. Smith.
The Company will, as soon as reasonably practicable, file a final short form prospectus 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 75 days of the closing date of Private Placement, each unexercised Special Warrant will thereafter entitle the holder to receive, at no additional consideration, 1.10 Units (instead of one Unit). Unless qualified by a final short form prospectus, the securities issued under the Private Placement are subject to a four-month hold period that expires March 11, 2015, in addition to any resale restrictions imposed on Special Warrants subscribed for by United States residents under United States securities laws.
All unexercised Special Warrants will be deemed to be exercised on the earlier of (i) the date which on March 11, 2015, and (ii) the 3rd business day after the occurrence of a Liquidity Event.
Having not yet exercised any of the Special Warrants acquired by Mr. Smith pursuant to the Private Placement, he now owns and controls 11,289,483 Shares, which represents approximately 9.11% of the current total issued and outstanding Shares, on a non-diluted basis. In addition, Mr. Smith holds 2,500,000 incentive stock options, each entitling him to acquire one Share.
Assuming exercise of all Special Warrants issued under the Private Placement, including those issued to Mr. Smith, Mr. Smith will own and control 15,421,715 Shares of the Company, or approximately 12.04% of the then 143,158,529 Shares which would be issued and outstanding.
On exercise of the Warrants that will be issued to Mr. Smith on exercise of his Special Warrants but not assuming the exercise of all Warrants issued pursuant to the Private Placement, Mr. Smith would own and control 19,553,947 Shares of the Company, or approximately 14.79% of the then 132,177,180 Shares which would be issued and outstanding. Assuming exercise of all Warrants issued under the Private Placement, including those issued to Mr. Smith, Mr. Smith would own and control 19,553,947 Shares of the Company, or approximately 12.04% of the then 162,404,342 Shares which would be issued and outstanding.
Mr. Smith has no joint actors with respect to his ownership of securities of the Company. Mr. Smith acquired the Special Warrants for investment purposes. Mr. Smith may increase or decrease his ownership interest in securities of the Company depending on, among other factors, market conditions. Mr. Smith has no present intention to change his holdings of securities of the Company. The Special Warrants were issued pursuant to terms of the Company’s U.S. Purchaser Subscription Agreement under the Private Placement. The subscription agreement has terms customary for a transaction of this nature. The gross aggregate subscription amount of Mr. Smith’s subscription to the Private Placement was $2,272,727.60.
Mr. Smith acquired his Special Warrants pursuant to the “Accredited Investor” exemption found in s. 2.3 of National Instrument 45-106 Prospectus and Registration Exemptions.
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 filed an NI 43-101 compliant resource report, available on SEDAR, reporting an Indicated resource of 28.2 Million Tonnes grading 0.63% Nb2O5, containing 177 Million Kgs of Nb2O5, and an Inferred resource of 132.8 Million Tonnes grading 0.55% Nb2O5, containing 733.7 Million Kgs 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 www.NioCorp.com
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.