Montreal, Quebec / TheNewswire / April  17,  2017  — Niocan Inc. (“Niocan” or  the  “Company”) (TSX-V-NIO) announces that it has amended its $1.65 million secured non-convertible debenture with Nio-Metals Holdings LLC (“Nio-Metals”) dated February 19,  2013  (the  “Amended Secured Debenture”) to extend the  maturity date  from April 15, 2017  to October  30, 2017,  subject to no other  condition. Except  for 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(f) of MI 61-101,  as the transaction is a loan on reasonable commercial terms that 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.

 

Moreover,   the  Related  Party,  to  the  extent   that  it  holds  Niocan  common   shares and  that  its Amended Secured Debenture is not convertible, will experience the same effects as other  Niocan shareholders as a result of the Amended Secured Debenture. The Related Party will be entitled to receive interest and return of the principal amount  of its Amended Secured Debenture in priority to Niocan 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 niocan.investorinformation@gmail.com

(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.