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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): March 12, 2024
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. ☐
On March 12, 2024, NioCorp Developments Ltd. (“NioCorp”
or the “Company”) issued a press release (the “Press Release”) announcing that NioCorp has delivered an Advance
Notice pursuant to the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Standby Equity Purchase Agreement”)
requesting the purchase of shares (the “Advance Shares”) of the Company’s common shares, without par value.
A copy of the Press Release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
No Offer or Solicitation
This Current Report on Form 8-K, the Press Release and the information
contained herein and therein do not constitute an offer to sell or the solicitation of an offer to buy any securities. The Advance Shares
are being offered and sold in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933 (the
“Securities Act”). The Advance Shares have not been registered under the Securities Act, or the securities laws of any state
or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. In Canada, no offering
of securities shall be made except by means of a prospectus in accordance with the requirements of applicable Canadian securities laws
or an exemption therefrom. Neither this Current Report on Form 8-K nor the Press Release is, and under no circumstances is it to be construed
as, a prospectus, offering memorandum, an advertisement or a public offering in any province or territory of Canada. In Canada, no prospectus
has been filed with any securities commission or similar regulatory authority in respect of any of the securities referred to herein.
| 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: March 12, 2024 |
By: |
/s/ Neal S. Shah |
|
|
Neal S. Shah
Chief Financial Officer |
Exhibit 99.1
NioCorp Delivers Advance
Notice under the Standby Equity Purchase Agreement
CENTENNIAL, Colo. (March 12, 2024) – NioCorp
Developments Ltd. ("NioCorp" or the "Company") (Nasdaq: NB; I TSX: NB) today announced
that it has delivered a written notice (the “Advance Notice”) pursuant to the previously announced Standby Equity Purchase
Agreement, dated January 26, 2023 (the “Standby Equity Purchase Agreement”), requesting the purchase of 85,000 shares
(the “Advance Shares”) of the Company’s common shares, without par value (the “Common Shares”).
The Company has elected an Option 2 Pricing Period (as defined in
the Standby Equity Purchase Agreement). Subject to the satisfaction of certain conditions contained in the Standby Equity Purchase Agreement,
the Advance Shares will be issued at a purchase price equal to 97% of the daily volume-weighted average price of the Common Shares on
The Nasdaq Stock Market LLC (“Nasdaq”) as reported on Bloomberg Financial Markets during a pricing period of three
consecutive trading days commencing on the date hereof.
The Company expects the issuance and sale of the Advance Shares will
close on or about March 14, 2024.
Investors and securityholders should refer to
the Company’s news release dated January 26, 2023 and its management information and proxy circular dated February 8, 2023 for additional
information regarding the Standby Equity Purchase Agreement, both as filed by NioCorp with the applicable Canadian securities regulatory
authorities through the website maintained by the Canadian Securities Administrators at www.sedar.com.
No Offer or Solicitation
This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities. The Advance Shares are being offered and sold in reliance on the exemption from registration
set forth in Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”). The issuance and sale by the Company
of the Advance Shares have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and
may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of
the Securities Act and applicable state securities or blue sky laws and foreign securities laws. In Canada, no offering of securities
shall be made except by means of a prospectus in accordance with the requirements of applicable Canadian securities laws or an exemption
therefrom. This communication is not, and under no circumstances is it to be construes as, a prospectus, offering memorandum, an advertisement
or a public offering in any province or territory of Canada. In Canada, no prospectus has been filed with any securities commission or
similar regulatory authority in respect of any of the Advance Shares.
For More Information
Contact Jim Sims, Corporate
Communications Officer, NioCorp Developments Ltd., (720) 334-7066, jim.sims@niocorp.com
NioCorp Developments Ltd., 7000 S. Yosemite, Centennial, CO 80112 | (720) 334-7066 | info@niocorp.com
About NioCorp
NioCorp is developing a critical minerals project in Southeast Nebraska
that is expected to produce niobium, scandium, and titanium, subject to the receipt of sufficient project financing. 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, 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 magnets, which are used across a wide variety of defense and civilian applications.
Cautionary Note Regarding Forward-Looking Statements
This communication 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 statements may include, but
are not limited to, statements regarding the offering, issuance and sale of the Advance Shares, including the number of Advance Shares
that may ultimately be sold, the price at which the Advance Shares may be sold and the expected timing for the closing of the issuance
and sale of the Advance Shares, and the expected and potential production of the Elk Creek Project.
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.
Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions
relating to: results of the Company’s demonstration-scale processing plant; the future price of metals; the stability of the financial
and capital markets; other current estimates and assumptions regarding NioCorp’s business combination (the “Business Combination”)
with GX Acquisition Corp. II and the Standby Equity Purchase Agreement (together with the Business Combination, the “Transactions”),
and their expected benefits, including the ability to access the full amount of the expected net proceeds of the Standby Equity Purchase
Agreement over the next three years; NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of
the United States (“EXIM”); anticipated benefits of the listing of the Common Shares on Nasdaq; the financial and business
performance of NioCorp; NioCorp’s anticipated results and developments in the operations of NioCorp in future periods; NioCorp’s
planned exploration activities; the adequacy of NioCorp’s financial resources; NioCorp’s ability to secure sufficient project
financing to complete construction and commence operation of the Elk Creek Project; NioCorp’s expectation and ability to produce
niobium, scandium, and titanium at the Elk Creek Project; the outcome of current recovery process improvement testing, and NioCorp’s
expectation that such process improvements could lead to greater efficiencies and cost savings in the Elk Creek Project; the Elk Creek
Project’s ability to produce multiple critical metals; the Elk Creek Project’s projected ore production and mining operations
over its expected mine life; the completion of the demonstration plant and technical and economic analyses on the potential addition of
magnetic rare earth oxides to NioCorp’s planned product suite; the exercise of options to purchase additional land parcels; the
execution of contracts with engineering, procurement and construction companies; NioCorp’s ongoing evaluation of the impact of inflation,
supply chain issues and geopolitical unrest on the Elk Creek Project’s economic model; the impact of health epidemics, including
the COVID-19 pandemic, on NioCorp’s business and the actions NioCorp may take in response thereto; and the creation of full time
and contract construction jobs over the construction period of the Elk Creek Project.
Forward-looking statements are frequently, but not always, identified by
words such as “expects,” “anticipates,” “believes,” “intends,” “estimates,”
“potential,” “possible,” and similar expressions, or statements that events, conditions, or results “will,”
“may,” “could,” or “should” (or the negative and grammatical variations of any of
NioCorp Developments Ltd., 7000 S. Yosemite, Centennial, CO 80112 | (720) 334-7066 | info@niocorp.com
these terms) occur or be achieved. Any statements that express or
involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events
or performance (often, but not always, using words or phrases such as “expects” or “does not expect,” “is
expected,” “anticipates” or “does not anticipate,” “plans,” “estimates,” or “intends,”
or stating that certain actions, events, or results “may,” “could,” “would,” “might,”
or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Such
forward-looking statements reflect the Company’s current views with respect to future events and are subject to certain known and
unknown risks, uncertainties, and assumptions. Many factors could cause actual results, performance, or achievements to be materially
different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including,
among others, risks related to the following: NioCorp’s ability to recognize the anticipated benefits of the Transactions, including
NioCorp’s ability to access the full amount of the expected net proceeds under the Standby Equity Purchase 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 EXIM 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 the 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 Standby
Equity Purchase 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 the COVID-19 pandemic or 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
underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of
the factors that may
NioCorp Developments Ltd., 7000 S. Yosemite, Centennial, CO 80112 | (720) 334-7066 | info@niocorp.com
affect any of the Company’s forward-looking statements. Forward-looking
statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events
or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties, and
other factors, including without limitation those discussed under Part I, Item 1A. “Risk Factors” contained in the Company’s
most recent Annual Report on Form 10-K, and Part II, Item 1A. “Risk Factors” contained in the Company’s subsequent Quarterly
Reports on Form 10-Q, as well as any amendments thereto.
The Company’s forward-looking statements contained in this
communication are based on the beliefs, expectations, and opinions of management as of the date of this communication. The Company does
not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions
should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to, or place
undue reliance on, forward-looking statements.
NioCorp Developments Ltd., 7000 S. Yosemite, Centennial, CO 80112 | (720) 334-7066 | info@niocorp.com
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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