Niocan amends its $2.345 Million Secured Debenture to extend the maturity date
1, Place Ville-Marie, Suite 1670, Montréal (Québec) H3B 2B6
FOR IMMEDIATE RELEASE
Niocan amends its $2.345 Million Secured Debenture
to extend the maturity date
Montréal, Qu ébec, July 2, 2021 — Niocan Inc. (“Niocan” or the “Company”) (TSX -V-NIO)
announces that it has amended its $ 2.345 million secured non -convertible debenture with
Nio-Metals Holdings LLC (“Nio -Metals”) dated February 19, 201 3 (the “Amended Secured
Debenture”) by extending the maturity date from June 30, 2021 to December 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 tr ading 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 ha ve on its
financial position. T he Related Party, to the extent that it holds Niocan common shares and
that the Amended Secured Debenture is not convert ed, 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
1, Place Ville-Marie, Suite 1670, Montréal (Québec) H3B 2B6
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
(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 Environmen t 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 C orporation’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.