Niocan : amends its $2.345 Million Secured Debenture to extend the maturity date

(via TheNewswire)

Montréal, Québec –TheNewswire -July 2, 2021— Niocan Inc.(“Niocan” or the “Company”) (TSXV:NIO)(OTC:NIOCF)announces that it has amended its $2.345 million secured non-convertible debenture with Nio-Metals Holdings LLC (“Nio-Metals”) dated February 19, 2013 (the “Amended Secured Debenture”) by extending the maturity date from June 30, 2021 toDecember 30, 2021 (the “Amendment”). Except for the maturity date, the other material terms and conditions of the Amended Secured Debenture remain the same.

The Amendment was approved by all the members of the board of directors of Niocan, with the nominee of Nio-Metals abstaining given Nio-Metals’ interest in the matter. The Board considered the extension to be in the best interests of the Company given its financial position and current inability to repay the amounts owing under the Amended Secured Debenture.

Related Party Disclosure

Pursuant to Multilateral Instrument 61-101 --Protection of Minority Security Holders in Special Transactions("MI 61-101"), the Amended Secured Debenture constitutes a "related party transaction" as Nio-Metals (the “Related Party”) currently holds 49.4% of the issued and outstanding common shares of the Company.

The Company is exempt from the formal valuation requirement of MI 61-101 in connection with this amendment in reliance on section 5.5(b) of MI 61-101, as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

 

Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the Amended Secured Debenture in reliance on section 5.7(1)(e) of MI 61-101, as the Company meets the requirements of the financial hardship exemption.

 

The Amendment enables the Company to continue its operations by deferring the repayment of the Amended Secured Debenture and the effect that such repayment would have on its financial position.  The Related Party, to the extent that it holds Niocan common shares and that the Amended Secured Debenture is not converted, will experience the same effects as other Niocan shareholders as a result of the Amendment. The Related Party will be entitled to receive interest and return of the principal amount of the Amended Secured Debenture in priority to the other Niocan shareholders.

Further details will be included in a material change report to be filed by the Company.  The material change report will not be filed at least 21 days prior to effective date of the Amendment due to the timing of the agreement to proceed with the Amendment in relation to the maturity date of the amended Secured Debenture previously in effect.

For more information on the Company, please refer to the Company's public documents available on SEDAR(www.sedar.com).

For more information, please contact:

Hubert Marleau

Chairman, President and Chief Executive Officer

[e-mail]

[phone]

FORWARD LOOKING STATEMENTS

Certain statements contained in this press release are forward-looking and are subject to numerous risks and uncertainties, known and unknown. For information identifying known risks and uncertainties, relating to the issuance by the Ministry of Environment of the Certificate of Authorization to build the mine in Oka, financial resources, market prices, exchange rates, politico-social conflicts, competition, regulatory approvals, the purchase of the old St-Lawrence Columbium mine site from the Municipality of Oka should the Certificate of Authorization be issued, and other important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk and Uncertainties Section of the Corporation’s most recent Management’s Discussion and Analysis, which may be found atwww.sedar.com. Consequently, actual results may differ materially from the anticipated results expressed in these forward-looking statements.

 

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