(TheNewswire)
Montreal, Quebec - TheNewswire - October 30, 2020 --Niocan Inc. ("Niocan" or the"Company") (TSXV:NIO) announces that it has amended its$2.345 million secured non-convertible debenture with Nio-MetalsHoldings LLC ("Nio-Metals") dated February 19, 2013 (the"Amended Secured Debenture") to extend the maturity datefrom October 31, 2020 to June 30,2021 , subject to no other condition. Except forthe maturity date, the other material terms and conditions of theAmended Secured Debenture have remained the same.
No other accessory agreement was entered into withNio-Metals or other associated entities of Nio-Metals in connectionwith the Amended Secured Debenture.
The Amended Secured Debenture was approved by all themembers of the Board of directors, except for the nominee ofNio-Metals given its interest in the matter, as the members consideredit in the best interest of the Company.
Related Party Disclosure
Pursuant to Multilateral Instrument 61-101 -- Protection of MinoritySecurity Holders in Special Transactions ("MI 61-101"), the Amended Secured Debenture constitutes a"related party transaction" as Nio-Metals (the "RelatedParty") currently holds 49.4% of the issued and outstandingcommon shares of the Company.
The Company is exempt from the formal valuationrequirement of MI 61-101 in connection with this amendment in relianceon section 5.5(b) of MI 61-101, as no securities of the Company arelisted or quoted for trading on the the TorontoStock Exchange, Aequitas NEO Exchange Inc., the New York StockExchange, the American Stock Exchange, the NASDAQ Stock Market, or astock exchange outside of Canada and the United States other than theAlternative Investment Market of the London Stock Exchange or the PLUSmarkets operated by PLUS Markets Group plc .
"Additionally, the Company is exempt fromobtaining minority approval in connection with the Amended SecuredDebenture in reliance on section 5.7(f) of MI 61-101, as thetransaction is a loan on reasonable commercial terms that are not lessadvantageous to the Company than if the loan was obtained from aperson dealing at arm's length with the Company, and the loan is not(A) convertible, directly or indirectly, into equity or votingsecurities of the issuer or a subsidiary entity of the Company, orotherwise participating in nature, or (B) repayable as to principal orinterest, directly or indirectly, in equity or voting securities ofthe Company or a subsidiary entity of the Company.
Moreover, the Related Party, to the extent that itholds Niocan common shares and that its Amended Secured Debenture isnot convertible, will experience the same effects as other Niocanshareholders as a result of the Amended Secured Debenture. The RelatedParty will be entitled to receive interest and return of the principalamount of its Amended Secured Debenture in priority to Niocanshareholders."
For more information on the Company, please refer tothe 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 areforward-looking and are subject to numerous risks and uncertainties,known and unknown. For information identifying known risks anduncertainties, relating to the issuance by the Ministry of Environmentof the Certificate of Authorization to build the mine in Oka,financial resources, market prices, exchange rates, politico-socialconflicts, competition, regulatory approvals, the purchase of the oldSt-Lawrence Columbium mine site from the Municipality of Oka shouldthe Certificate of Authorization be issued, and other importantfactors that could cause actual results to differ materially fromthose anticipated in the forward-looking statements, please refer tothe Risk and Uncertainties Section of the Corporation's most recentManagement's Discussion and Analysis, which may be found at www.sedar.com . Consequently, actualresults may differ materially from the anticipated results expressedin these forward-looking statements.
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