Niocan Inc. - Early Warning Report filed pursuant to National Instrument 62-103



    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.
    





For further information:

For further information: William Natbony, Tel. No.: (646) 365-1600

Organization Profile

NIOCAN INC.

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