NioCorp Developments Ltd. Files 8-K with Material Agreements

TL;DR

NioCorp filed an 8-K detailing material agreements and financial obligations.

AI Summary

On April 11, 2024, NioCorp Developments Ltd. entered into a material definitive agreement and created a direct financial obligation. The company also reported on unregistered sales of equity securities and other events, filing this Form 8-K to disclose these significant developments.

Why It Matters

This filing indicates significant corporate actions and financial obligations for NioCorp Developments Ltd., which could impact its operational and financial standing.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which inherently carry risks that could affect the company's future performance.

Key Players & Entities

• NioCorp Developments Ltd. (company) — Registrant
• April 11, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $8,000,000 — te placement (the "Private Placement"), $8,000,000 aggregate principal amount of unsecured
• $1,400,000 — s, in an amount equal to the sum of (i) $1,400,000 of principal (or the outstanding princi
• $3.25 — tes issued to the Purchasers divided by $3.25 (the "Exercise Price") , subject to any
• $6,960,000 — the Purchasers advanced an aggregate of $6,960,000 to NioCorp in consideration of the issu
• $2.75 — divided by a fixed conversion price of $2.75 per Common Share (the "Fixed Conversion
• $500,000 — he average daily volume traded exceeded $500,000, and (vii) there is no limitation on co
• $1,512,000 — d payable under the Note, not to exceed $1,512,000 in any calendar month. The Notes may a
• $50,000 — art, but not in increments of less than $50,000 aggregate Exercise Price (unless the re

Filing Documents

• n2574_x206-8k.htm (8-K) — 83KB
• exh10-1.htm (EX-10.1) — 346KB
• exh10-2.htm (EX-10.2) — 28KB
• exh10-3.htm (EX-10.3) — 127KB
• exh99-1.htm (EX-99.1) — 29KB
• image_001.jpg (GRAPHIC) — 41KB
• 0001539497-24-000818.txt ( ) — 1048KB
• nb-20240411.xsd (EX-101.SCH) — 4KB
• nb-20240411_def.xml (EX-101.DEF) — 26KB
• nb-20240411_lab.xml (EX-101.LAB) — 36KB
• nb-20240411_pre.xml (EX-101.PRE) — 25KB
• n2574_x206-8k_htm.xml (XML) — 27KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 11, 2024, NioCorp Developments Ltd. ("NioCorp" or the "Company") entered into a securities purchase agreement (the "Purchase Agreement"), with YA II PN, Ltd. ("Yorkville") and Lind Global Fund II LP ("Lind" and together with Yorkville, the "Purchasers"), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement (the "Private Placement"), $8,000,000 aggregate principal amount of unsecured notes (the "Notes"). Pursuant to the terms of the Notes, subject to certain exceptions as described below, on the first day of each calendar month, beginning on June 1, 2024 (excluding August 2024) (the "Payment Date"), the Company will be required to repay a portion of the outstanding balance of all of the Notes, on a pro-rata basis, in an amount equal to the sum of (i) $1,400,000 of principal (or the outstanding principal if less than such amount) in the aggregate among all of the outstanding Notes, plus (ii) 8.0% of the principal amount being paid (the "Payment Premium"), and (iii) accrued and unpaid interest, if any, as of the Payment Date. The Company is required to make payments on each Payment Date until the entire outstanding principal is repaid, but will not have an obligation to make a payment on a Payment Date if the Equity Conditions (as defined below) are satisfied. At the Closing, NioCorp also issued to the Purchasers, in proportion to the aggregate principal amount of Notes issued to each Purchaser, common share purchase warrants (the "Warrants") to purchase up to 615,385 common shares (the "Warrant Shares"), without par value, of NioCorp ("Common Shares"), which is equal to 25% of the aggregate principal amount of Notes issued to the Purchasers divided by $3.25 (the "Exercise Price") , subject to any adjustment to give effect to any stock dividend, stock split or recapitalization. The Private Placement closed on April 12, 2024 (the "Closing). Pursuant to the Pur

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes, the Warrants and the Underlying Shares were offered and issued, or will be issued, on a private offering basis pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, in each case, pursuant to the representations and covenants each of the Purchasers made to the Company pursuant to the Purchase Agreement.

01 Other Events

Item 8.01 Other Events. On April 12, 2024, NioCorp issued a press release announcing the Closing of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01 Exhibits

Item 9.01 Exhibits. (d) Exhibits Exhibit Description 4.1 Form of Unsecured Convertible Note (included in Exhibit 10.1) 4.2 Form of Common Stock Purchase Warrant (included in Exhibit 10.1) 10.1 Securities Purchase Agreement, dated as of April 11, 2024, by and between NioCorp Developments Ltd. and each of YA II PN, Ltd. and Lind Global Fund II LP 10.2 Global Guaranty Agreement, dated as of April 11, 2024, by Elk Creek Resources Corporation and 0896800 B.C. Ltd. 10.3 Registration Rights Agreement, dated as of April 11, 2024, by and between NioCorp Developments Ltd. and each of YA II PN, Ltd. and Lind Global Fund II LP 99.1 Press Release, dated April 12, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: April 12, 2024 By: /s/ Neal S. Shah Neal S. Shah Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR