NEW YORK, June 6 /CNW/ -
1. Name and address of the offeror:
Nio-Metals Holdings LLC
1370 Avenue of the Americas, 19th Floor-
New York, NY 10019
2. Designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities of
which the offeror acquired ownership or control in the transaction or
occurrence giving rise to the obligation to file the news release,
and whether it was ownership or control that was acquired in those
circumstances:
On June 6, 2008, Nio-Metals Holdings LLC (the "Offeror") entered into
a subscription agreement with Niocan Inc. (the "Issuer") to purchase
1,800,000 newly-issued common shares of the Issuer (the "Subscription
Agreement Shares") at a purchase price of Cdn. $0.60 per common
share. The Subscription Agreement Shares represent 9.57% of the
number of outstanding common shares of the Issuer on the date of this
report. The completion of the purchase of the Subscription
Agreement Shares is subject to the approval of the Toronto Stock
Exchange.
On June 6, 2008, the Offeror also entered into a Share Purchase
Agreement with RSM Richter Inc., in its capacity as court-appointed
receiver of Honeybee Software Technologies Inc. (formerly Northshield
Investment Corporation) (the "Vendor"), pursuant to which the Offeror
has agreed to purchase and the Vendor has agreed to sell 2,000,000
common shares of the Issuer (the "Purchase Agreement Shares") at a
purchase price of Cdn. $0.60 per common share. The Purchase Agreement
Shares represent 10.63% of the number of outstanding common shares of
the Issuer on the date of this report. The completion of the purchase
of the Purchase Agreement Shares is subject to the approval of the
Ontario Superior Court of Justice (Commercial List). The acquisition
of the Purchase Agreement Shares is being made by the Offeror in
reliance upon the private agreement exemption afforded by Section
101.1(1) of the Securities Act (Ontario) and by Section 4.2(1) of
Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids.
After giving effect to the transactions described above, the Offeror
will have acquired beneficial ownership of a total of 3,800,000
common shares of the Issuer, representing 20.2% of the common shares
of the Issuer currently outstanding, and 18.44% of the common shares
of the issuer that will be outstanding after giving effect to the
issuance of the Subscription Agreement Shares.
Upon the completion of the purchase of the Subscription Agreement
Shares and the Purchase Agreement Shares, the Offeror will have both
beneficial ownership and control over those securities.
3. Designation and number or principal amount of securities and the
offeror's securityholding percentage in the class of securities
immediately after the transaction or occurrence giving rise to the
obligation to file the news release:
Upon the completion of the purchase of the Subscription Agreement
Shares and the Purchase Agreement Shares, the Offeror will hold
3,800,000 common shares of the Issuer, representing 18.44% of the
common shares that will be outstanding after giving effect to the
issuance of the Subscription Agreement Shares.
4. Designation and number or principal amount of securities and the
percentage of outstanding securities of the class of securities
referred to in paragraph No.3 over which:
(a) the offeror, either alone or together with any joint actors, has
ownership and control:
Certain individuals are involved in making investment
recommendations or decisions for both the Offeror and Electrum
Ferrometals LLC ("EF LLC"), and therefore EF LLC may be
considered a joint actor of the Offeror. After giving effect to
the issuance of the Subscription Agreement Shares by the Issuer
and the completion of the purchase of the Purchase Agreement
Shares, the Offeror, together with EF LLC, will have ownership
and control over an aggregate of 8,717,500 common shares of the
Issuer, representing 42.3% of the common shares of the Issuer
that will then be outstanding.
(b) the offeror, either alone or together with any joint actors, has
ownership but control is held by other persons or companies other
than the offeror or any joint actor:
Not applicable.
(c) the offeror, either alone or together with any joint actors, has
exclusive or shared control but does not have ownership:
Not applicable.
5. Name of the market where the transaction or occurrence that gave rise
to the news release took place:
Not applicable. The Offeror will acquire the Subscription Agreement
Shares pursuant to a private placement by the Issuer. The Offeror
will acquire the Purchase Agreement Shares pursuant to a private
agreement with the vendor thereof.
6. Purpose of the offeror and any joint actors in effecting the
transaction or occurrence that gave rise to the news release,
including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer:
The securities were acquired for, and are being held for, investment
purposes only and not for the purpose of exercising control or
direction over the Company. The acquisitions were made in the
ordinary course of the Offeror's investment activities. The Offeror
has no current plan or proposal which relates to, or would result in
acquiring additional ownership or control over the securities of the
Company, other than in the ordinary course of business of the
Offeror. The Offeror may or may not purchase or sell securities of
the Company in the future on the open market or in private
transactions, depending on market conditions and other factors
material to the Offeror's investment decision.
7. The general nature and the material terms of any agreement, other
than lending arrangements, with respect to securities of the
reporting issuer entered into by the offeror, or any joint actor, and
the issuer of the securities or any other entity in connection with
the transaction or occurrence giving rise to the news release,
including agreements with respect to the acquisition, holding,
disposition or voting of any of the securities:
See the response to Item 2 above.
8. Names of any joint actors in connection with the disclosure in this
news release and report of acquisition:
See the response to Item 4(a) above.
9. The nature and value of the consideration paid by the offeror:
See the response to Item 2 above.
10. Description of any change in any material fact set out in a previous
report filed in connection with the subject securities:
Not applicable.