NioCorp Developments Ltd. Files 8-K Report

TL;DR

NioCorp filed an 8-K on Nov 5, 2024, reporting a material definitive agreement and other key corporate events.

AI Summary

On November 5, 2024, NioCorp Developments Ltd. filed an 8-K report detailing a material definitive agreement. The filing also included Regulation FD disclosures, other events, and financial statements and exhibits. The company is incorporated in British Columbia, Canada, and its principal executive offices are located in Centennial, Colorado.

Why It Matters

This 8-K filing indicates significant corporate activity and potential material agreements for NioCorp Developments Ltd., which could impact its stock price and investor outlook.

Risk Assessment

Risk Level: medium — 8-K filings often signal significant corporate events, which can introduce volatility and risk for investors.

Key Players & Entities

• NioCorp Developments Ltd. (company) — Registrant
• November 5, 2024 (date) — Date of Report
• British Columbia, Canada (location) — Jurisdiction of Incorporation
• Centennial, Colorado (location) — Business Address

FAQ

Key Financial Figures

• $1.57 — at a combined public offering price of $1.57 per Common Share and accompanying Publi
• $0.1099 — the combined Underwriter's discount of $0.1099 per Common Share and accompanying Publi
• $1.75 — on Share at a price per Common Share of $1.75. The Series A Public Warrants may be ex
• $2.07 — on Share at a price per Common Share of $2.07. The Series B Public Warrants may be ex
• $1.39 m — ds from the Offering were approximately $1.39 million, after deducting underwriting dis

Filing Documents

• n2574_x223-8k.htm (8-K) — 48KB
• exh1_1-underwriting.htm (EX-1.1) — 530KB
• exh4_1-warrantagency.htm (EX-4.1) — 118KB
• exh4_2-seriesawarrant.htm (EX-4.2) — 106KB
• exh4_3-seriesbwarrant.htm (EX-4.3) — 107KB
• exh5_1-blakesopinion.htm (EX-5.1) — 73KB
• exh5_2-jonesdayopinion.htm (EX-5.2) — 14KB
• exh99-1press_release.htm (EX-99.1) — 19KB
• n2574exh5-1_img001.jpg (GRAPHIC) — 15KB
• 0001539497-24-002341.txt ( ) — 1494KB
• nb-20241105.xsd (EX-101.SCH) — 4KB
• nb-20241105_def.xml (EX-101.DEF) — 26KB
• nb-20241105_lab.xml (EX-101.LAB) — 36KB
• nb-20241105_pre.xml (EX-101.PRE) — 25KB
• n2574_x223-8k_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On November 3, 2024, NioCorp Developments Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Maxim Group LLC, as underwriter (the "Underwriter"), pursuant to which the Company agreed to issue and sell to the Underwriter in a public offering registered under the Securities Act (as defined below) (the "Offering") (i) 1,592,356 common shares, without par value, of the Company ("Common Shares"), (ii) 1,592,356 Series A warrants (the "Series A Public Warrants") to purchase up to an additional 1,592,356 Common Shares and (iii) 796,178 Series B warrants (the "Series B Public Warrants", together with the Series A Public Warrants, the "Public Warrants") to purchase up to an additional 796,178 Common Shares, in combinations of one Common Share, one Series A Public Warrant and one-half of one Series B Public Warrant at a combined public offering price of $1.57 per Common Share and accompanying Public Warrants, less the combined Underwriter's discount of $0.1099 per Common Share and accompanying Public Warrants. The Offering closed on November 5, 2024. Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 45-day over-allotment option to purchase up to (i) 238,853 additional Common Shares and (ii) 358,280 Option Warrants (as defined below) to purchase up to an aggregate of 358,280 Common Shares. "Option Warrant" means one Series A Public Warrant combined with one-half of one Series B Public Warrant. On November 4, 2024, the Underwriter partially exercised its over-allotment option to purchase 79,734 additional Series A Public Warrants to purchase an additional 79,734 Common Shares and 39,867 additional Series B Public Warrants to purchase an additional 39,867 Common Shares, and the numbers above reflect that exercise. On November 5, 2024, the Company entered into a Warrant Agency Agreement (the "Warrant Agency Agreement")

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 5, 2024, the Company issued a press release announcing the closing of the Offering. 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. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

01 Other Events

Item 8.01 Other Events. In connection with the Offering, the Company is filing herewith the following exhibits to the Registration Statement: 1. the Underwriting Agreement; 2. the Warrant Agency Agreement; 3. Form of Series A Public Warrant; 4. Form of Series B Public Warrant; 5. Opinion of Blake, Cassels & Graydon LLP; -3- 6. Opinion of Jones Day; 7. Consent of Blake, Cassels & Graydon LLP; and 8. Consent of Jones Day.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1

Underwriting

Underwriting Agreement, dated as of November 3, 2024, by and between NioCorp Developments Ltd. and Maxim Group LLC 4.1 Warrant Agency Agreement, dated as of November 5, 2024, by and between NioCorp Developments Ltd., Computershare Inc. and Computershare Trust Company, N.A. 4.2 Form of Series A Public Warrant 4.3 Form of Series B Public Warrant 5.1 Opinion of Blake, Cassels & Graydon LLP 5.2 Opinion of Jones Day 23.1 Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1) 23.2 Consent of Jones Day (included in Exhibit 5.2) 99.1 Press Release, dated November 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -4-

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: November 5, 2024 By: /s/ Neal S. Shah Neal S. Shah Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR