Niocan amends its $1.97 Million Secured Debenture to benefit from a $150,000 cash injection to sustain its operations and extends the maturity date
1, Place Ville-Marie, Suite 1670, Montréal (Québec) H3B 2B6
FOR IMMEDIATE RELEASE
Niocan amends its $1.97 Million Secured Debenture
to benefit from a $150,000 cash injection to sustain its operations and
extends the maturity date
Montreal, Quebec, October 1, 2018 — Niocan Inc. (“Niocan” or the “Company”) (TSX-V-NIO)
announces that it has amended its $1.97 million secured non-convertible debenture with Nio-
Metals Holdings LLC (“Nio-Metals”) dated February 19, 2013 to benefit from a $150,000 cash
injection (the “Cash Injection”) to sustain its operations (the “Amended Secured Debenture”)
and has extended the maturity date from September 30, 2018 to March 31, 2019, subject to
no other condition. Except for the Cash Injection and the maturity date, the other material
terms and conditions of the Amended Secured Debenture have remained the same.
No other accessory agreement was entered into with Nio-Metals or other associated entities
of Nio-Metals in connection with the Amended Secured Debenture.
The Amended Secured Debenture was approved by all the members of the Board of directors,
except for the nominee of Nio-Metals given its interest in the matter, as the members
considered it in the best interest of the Company.
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 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 approval in connection with the
Amended Secured Debenture in reliance on section 5.7.1(e) of MI 61-101 as Niocan is in
financial difficulty, the cash injection is designed to improve the financial position of Niocan,
the issuer has one or more independent directors in respect of the Amended Secured
Debenture, and Niocan’s board of directors, acting in good faith, determines, and at least two-
thirds of Niocan’s independent directors, acting in good faith, determine that the terms of the
transaction are reasonable under the circumstances.
The Company is also exempt from obtaining minority approval in connection with the
Amended Secured Debenture in reliance on section 5.7(f) of MI 61-101 in regards to the
extension of maturity date , as the transaction is a loan on reasonable commercial terms that
1, Place Ville-Marie, Suite 1670, Montréal (Québec) H3B 2B6
are not less advantageous to the Company than if the loan was obtained from a person
dealing at arm’s length with the Company, and the loan is not (A) convertible, directly or
indirectly, into equity or voting securities of the issuer or a subsidiary entity of the Company,
or otherwise participating in nature, or (B) repayable as to principal or interest, directly or
indirectly, in equity or voting securities of the Company or a subsidiary entity of the Company.
The Related Party will be entitled to receive interest and return of the principal amount of its
Amended Secured Debenture in priority to Niocan’s shareholders.
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
(514) 560-7623
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 at www.sedar.com. Consequently, actual results may differ
materially from the anticipated results expressed in these forward-looking statements.