false
0001512228
A1
0001512228
2023-12-14
2023-12-14
0001512228
NB:CommonSharesWithoutParValueMember
2023-12-14
2023-12-14
0001512228
NB:WarrantsEachExercisableFor1.11829212CommonSharesMember
2023-12-14
2023-12-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2023
NioCorp Developments Ltd.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction
of incorporation) |
000-55710
(Commission File Number) |
98-1262185
(IRS Employer
Identification No.) |
7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area
code: (720) 639-4647
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares, without par value |
NB |
The Nasdaq Stock Market LLC |
Warrants, each exercisable for 1.11829212 Common Shares |
NIOBW |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 14, 2023, NioCorp Developments Ltd. (the “Company”) issued a press release announcing a non-brokered private placement of 336,185 units of the Company (the “Units”). A copy of the December 14, 2023 press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to purchase, nor a solicitation of an offer to sell, the Units or any other securities. The Units and the underlying securities have not been, and will not be, registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
NIOCORP DEVELOPMENTS LTD. |
|
|
|
DATE: December 14, 2023 |
By: |
/s/ Neal S. Shah |
|
|
Neal S. Shah
Chief Financial Officer |
Exhibit 99.1
NioCorp
Announces Private Placement
for Gross Proceeds of US$1 Million
Subscribers in the Private Placement Include
Certain NioCorp Officers and Directors
CENTENNIAL, Colo. (December 14, 2023) – NioCorp Developments
Ltd. (“NioCorp” or the “Company”) (NASDAQ:NB) (TSX:NB) is pleased to announce that
the Company has entered into binding subscription agreements with certain individual accredited investors, including certain officers
and directors of the Company (the “Insider Investors”), to complete a non-brokered private placement (the "Private
Placement") of 336,185 units of the Company (each, a "Unit") at a price of US$3.08 per Unit, provided that the
Insider Investors have agreed to subscribe at a price of US$3.205 per Unit, which price includes US$0.125 per Warrant (as defined below)
underlying each Unit purchased by the Insider Investors and allows the Insider Investors to participate in the Private Placement in accordance
with the rules of The Nasdaq Stock Market LLC (“Nasdaq”), for aggregate gross proceeds of US$1 million.
Each Unit issuable under the Private Placement will consist
of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”
and, together with the Common Shares included as part of the Units, the “Securities”). Each Warrant will be exercisable
into one Common Share (a “Warrant Share”) at an exercise price of US$3.54 per Warrant Share, for a period of 24 months
following the closing date of the Private Placement (the “Closing Date”).
It is anticipated that the Closing Date will occur on or about
December 22, 2023, subject to the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto
Stock Exchange (the “TSX”). The Company expects the proceeds of the Private Placement will be used for continued advancement
of the Company’s Elk Creek Critical Minerals Project (the “Elk Creek Project”) and for working capital and general
corporate purposes.
All of the Securities issuable pursuant to the Private Placement
will be subject to a hold period in accordance with applicable Canadian securities laws, which will expire four months and one day from
the Closing Date.
This news release
does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the Securities in the United States of America.
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act”)
or any state securities laws and may not be offered or
NioCorp Developments Ltd., 7000 S. Yosemite, #115, Centennial CO 80112 | (720) 334-7066
sold within the United States or to, or for account
or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state
securities laws, or an exemption from such registration requirements is available.
# # #
FOR MORE INFORMATION:
Jim Sims, Corporate Communications Officer, NioCorp Developments Ltd., +1 (720) 334-7066, jim.sims@niocorp.com
ABOUT NIOCORP
NioCorp is developing a
critical minerals project in Southeast Nebraska that will produce niobium, scandium, and titanium. The Company also is evaluating the
potential to produce several rare earths from the Elk Creek Project. Niobium is used to produce specialty alloys as well as High Strength,
Low Alloy steel (“HSLA”), which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium
is a specialty metal that can be combined with Aluminum to make alloys with increased strength and improved corrosion resistance. Scandium
is also a critical component of advanced solid oxide fuel cells. Titanium is used in various lightweight alloys and is a key component
of pigments used in paper, paint and plastics and is also used for aerospace applications, armor, and medical implants. Magnetic rare
earths, such as neodymium, praseodymium, terbium, and dysprosium are critical to the making of Neodymium-Iron-Boron (“NdFeB”
magnets, which are used across a wide variety of defense and civilian applications.
FORWARD-LOOKING STATEMENTS
This press release contains
forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking
information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking
statement may include, but are not limited to, statements about: the Company completing the Private Placement and the size thereof; the
anticipated Closing Date; the expected use of the net proceeds of the Private Placement; the receipt of all regulatory and stock exchange
approvals; and NioCorp’s expectation and ability to produce niobium, scandium and titanium at the Elk Creek Project. Forward-looking
statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,”
“intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,”
“could,” “may,”“might,” “possible,” “potential,” “predict,” “should,”
“would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements
are based on the current expectations of the management of NioCorp and are inherently subject to uncertainties and changes in circumstances
and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be
those that have been anticipated. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding
future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by NioCorp with the
SEC and with the applicable Canadian securities regulatory authorities and the following: NioCorp’s ability to complete the Private
Placement; NioCorp’s ability to recognize the anticipated benefits of the business combination with GX Acquisition Corp. II (the
“Business Combination”) and the standby equity purchase agreement (the “Yorkville Equity Facility Financing Agreement”
and, together with the Business Combination, the “Transactions”) with YA II PN, Ltd., an investment fund managed by Yorkville
Advisors Global, LP, including NioCorp’s ability to access the full amount of the expected net proceeds under the Yorkville Equity
Facility Financing Agreement over the next three years; unexpected costs related to the Transactions; the outcome of any legal proceedings
that may be instituted against NioCorp following closing of the
Transactions; NioCorp’s
ability to receive a final commitment of financing from the Export-Import Bank of the United States on the anticipated timeline, on acceptable
terms, or at all; NioCorp’s ability to continue to meet Nasdaq listing standards; NioCorp’s ability to operate as a going
concern; risks relating to NioCorp’s common shares, including price volatility, lack of dividend payments and dilution or the perception
of the likelihood any of the foregoing; NioCorp’s requirement of significant additional capital; the extent to which NioCorp’s
level of indebtedness and/or the terms contained in agreements governing NioCorp’s indebtedness or the Yorkville Equity Facility
Financing Agreement may impair NioCorp’s ability to obtain additional financing; covenants contained in agreements with NioCorp’s
secured creditors that may affect its assets; NioCorp’s limited operating history; NioCorp’s history of losses; the restatement
of NioCorp’s consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021 and the interim periods
ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022, and December 31, 2022 and the impact of such restatement
on NioCorp’s future financial statements and other financial measures; the material weaknesses in NioCorp’s internal control
over financial reporting, NioCorp’s efforts to remediate such material weaknesses and the timing of remediation; the possibility
that NioCorp may qualify as a passive foreign investment company under the U.S. Internal Revenue Code of 1986, as amended (the “Code”);
the potential that the Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences
as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp’s exploration and, if
warranted, development projects; a disruption in, or failure of, NioCorp’s information technology systems, including those related
to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and
rare earth products; current and future offtake agreements, joint ventures, and partnerships; NioCorp’s ability to attract qualified
management; the effects of other global health crises on NioCorp’s business plans, financial condition and liquidity; estimates
of mineral resources and reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical
testing; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry;
changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal and/or
state laws that may significantly affect the mining industry; the impacts of climate change, as well as actions taken or required by governments
related to strengthening resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws
and regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual
results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks
of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns
or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining,or development
activities; the management of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek
Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves
and resources; claims on the title to NioCorp’s properties; potential future litigation; and NioCorp’s lack of insurance covering
all of NioCorp’s operations.
Should one or more of these
risks or uncertainties materialize or should any of the assumptions made by the management of NioCorp prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements.
All subsequent written and
oral forward-looking statements concerning the matters addressed herein and attributable to NioCorp or any person acting on its behalf
are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Except to the extent required
by applicable law or regulation, NioCorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances
after the date hereof to reflect the occurrence of unanticipated events.
v3.23.3
Cover
|
Dec. 14, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Dec. 14, 2023
|
Entity File Number |
000-55710
|
Entity Registrant Name |
NioCorp Developments Ltd.
|
Entity Central Index Key |
0001512228
|
Entity Tax Identification Number |
98-1262185
|
Entity Incorporation, State or Country Code |
A1
|
Entity Address, Address Line One |
7000 South Yosemite Street
|
Entity Address, Address Line Two |
Suite 115
|
Entity Address, City or Town |
Centennial
|
Entity Address, State or Province |
CO
|
Entity Address, Postal Zip Code |
80112
|
City Area Code |
(720)
|
Local Phone Number |
639-4647
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Shares, without par value |
|
Title of 12(b) Security |
Common Shares, without par value
|
Trading Symbol |
NB
|
Security Exchange Name |
NASDAQ
|
Warrants, each exercisable for 1.11829212 Common Shares |
|
Title of 12(b) Security |
Warrants, each exercisable for 1.11829212 Common Shares
|
Trading Symbol |
NIOBW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=NB_CommonSharesWithoutParValueMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=NB_WarrantsEachExercisableFor1.11829212CommonSharesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Niocorp Developments (QX) (USOTC:NIOBF)
Historical Stock Chart
From Mar 2024 to Apr 2024
Niocorp Developments (QX) (USOTC:NIOBF)
Historical Stock Chart
From Apr 2023 to Apr 2024