NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – November 10, 2014 – NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX-V: NB, OTCQX: NIOBF, FSE: BR3) is pleased to announce that it has closed a partially brokered and partially non brokered private placement of 19,245,813 special warrants (the “Special Warrants“) at an issue price of $.55 per Special Warrant to raise aggregate gross proceeds of $10,585,197 (the “Offering“). Mackie Research Capital Corporation (the “Agent” or “MRCC“) conducted the brokered portion of the Offering on a “best efforts” private placement basis.
Each Special Warrant is 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 of $.65 per Warrant Share until November 10, 2016.
The Offering took place by way of a private placement to qualified investors in certain provinces of Canada, the United States and Europe under applicable private placement exemptions.
Mark A. Smith, Niocorp’s Chief Executive Officer stated: “We are very pleased with the results of this capital raise and the confidence being expressed in our company and its people. This additional capital will allow the Company to continue its rapid development of in-fill drilling, pilot plant testing for metallurgical purposes and ultimately, the finalization of our full feasibility study. Insiders of Niocorp have subscribed for $2,287,715 in the Offering, showing our strong belief in the Company’s development plans. We are also pleased to welcome Alberta Star Development Corp. (“ASX“) as a significant shareholder. ASX bought 2,800,000 Special Warrants, for proceeds of $1,540,000. We wish to thank all those involved in completing this financing in very difficult market conditions.”
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 75 days following the closing date of the Offering, each unexercised Special Warrant, including the Special Warrants offered as part of 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 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, the Agent received a cash commission equal to 6.5% of the gross proceeds of the brokered portion of the Offering and 205,304 non-transferable compensation options (the “Compensation Options”) representing 6.5% of the Special Warrants issued pursuant to the brokered portion of the Offering. Each Compensation Option shall entitle the Agent to purchase a Unit at a price of $.55 per Unit. Each Unit will consist of one Common Share and one Warrant. Each Warrant will entitle the holder thereof to acquire one Warrant Share at a price of $.65 per Warrant Share until November 10, 2016
The Company also announces that it has entered into a financial services advisory agreement (the “Advisory Agreement“) with MRCC to formalize the existing relationship between the Company and MRCC originally announced on July 31, 2014. The new Advisory Agreement replaces and supersedes the original advisory agreement. The Company has agreed to issue MRCC in two stages, 1 million broker warrants (the “Broker Warrants“), and pay MRCC a fee of $190,000, of which $90,000 is paid upfront and the balance of which will be paid in 5 monthly installments of $20,000 commencing December 1, 2014. NioCorp will issue 500,000 Broker Warrants upfront and 500,000 Broker Warrants on the effective date of the Liquidity Event. The Broker Warrants are exercisable into units having the same terms as the Units issued under the Offering. The Advisory Agreement is subject to the acceptance of the TSX Venture Exchange.
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.
About Mackie Research Capital Corporation: Mackie Research Capital Corporation 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
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.