NioCorp Developments Ltd. Files 8-K with Material Agreement Details

TL;DR

NioCorp filed an 8-K on Jan 29, 2025, detailing a material definitive agreement. Check for updates.

AI Summary

On January 29, 2025, NioCorp Developments Ltd. filed an 8-K report detailing a material definitive agreement. The filing also includes information on Regulation FD disclosures, other events, and financial statements and exhibits. The company is incorporated in British Columbia, Canada, and its fiscal year ends on June 30.

Why It Matters

This filing provides crucial updates on significant agreements and financial information for NioCorp Developments Ltd., impacting investors' understanding of the company's current status and future prospects.

Risk Assessment

Risk Level: medium — 8-K filings often contain material information that can significantly impact a company's stock price, warranting a medium risk assessment.

Key Numbers

• 0630 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• NioCorp Developments Ltd. (company) — Registrant
• January 29, 2025 (date) — Date of earliest event reported
• British Columbia, Canada (location) — State or other jurisdiction of incorporation
• 001-41655 (other) — Commission File Number

FAQ

Key Financial Figures

• $1.94 — at a combined public offering price of $1.94 per Common Share and accompanying Warra
• $0.1358 — the combined Underwriter's discount of $0.1358 per Common Share and accompanying Warra
• $1.98 — on Share at a price per Common Share of $1.98. The Series A Warrants may be exercised
• $2.05 — on Share at a price per Common Share of $2.05. The Series B Warrants may be exercised
• $4.28 m — ds from the Offering were approximately $4.28 million, after deducting underwriting dis

Filing Documents

• n2574_x246-8k.htm (8-K) — 48KB
• exh_1-1.htm (EX-1.1) — 497KB
• exh_4-1.htm (EX-4.1) — 106KB
• exh_4-2.htm (EX-4.2) — 107KB
• exh_5-1.htm (EX-5.1) — 29KB
• exh_5-2.htm (EX-5.2) — 14KB
• exh_99-1.htm (EX-99.1) — 17KB
• n2574_blakes.jpg (GRAPHIC) — 13KB
• 0001539497-25-000227.txt ( ) — 1248KB
• nb-20250129.xsd (EX-101.SCH) — 4KB
• nb-20250129_def.xml (EX-101.DEF) — 26KB
• nb-20250129_lab.xml (EX-101.LAB) — 36KB
• nb-20250129_pre.xml (EX-101.PRE) — 25KB
• n2574_x246-8k_htm.xml (XML) — 10KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Underwriting Agreement On January 29, 2025, 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 an underwritten registered direct offering (the "Offering") (i) 2,577,320 common shares, without par value, of the Company ("Common Shares"), (ii) 2,577,320 Series A warrants (the "Series A Warrants") to purchase up to an additional 2,577,320 Common Shares and (iii) 1,288,660 Series B warrants (the "Series B Warrants", together with the Series A Warrants, the "Warrants") to purchase up to an additional 1,288,660 Common Shares, in combinations of one Common Share, one Series A Warrant and one-half of one Series B Warrant at a combined public offering price of $1.94 per Common Share and accompanying Warrants, less the combined Underwriter's discount of $0.1358 per Common Share and accompanying Warrants. The Offering closed on January 31, 2025. Each Series A Warrant is exercisable for one Common Share at a price per Common Share of $1.98. The Series A Warrants may be exercised at any time on or after the date of issuance and will expire on August 2, 2027. The Series A Warrants contain provisions that prohibit exercise if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of Common Shares outstanding immediately after giving effect to such exercise. A holder of Series A Warrants may increase or decrease this percentage to a percentage not in excess of 9.99% by providing notice to the Company, which increase will not be effective until at least 61 days following such notice. Series A Warrant holders will not have the rights or privileges of a holder of Common Shares with respect to the Common Shares underlying such Series A Warrants, including any voting rights, until the holder exerc

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 31, 2025, 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. Form of Series A Warrant; 3. Form of Series B Warrant; 4. Opinion of Blake, Cassels & Graydon LLP; 5. Opinion of Jones Day; 6. Consent of Blake, Cassels & Graydon LLP; and 7. 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 January 29, 2025, by and between NioCorp Developments Ltd. and Maxim Group LLC 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 5.1 Opinion of Blake, Cassels & Graydon LLP 5.2 Opinion of Jones Day - 3 - 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 January 31, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 4 - SIGNATURE 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. Dated: January 31, 2025 NIOCORP DEVELOPMENTS LTD. By: /s/ Neal S. Shah Name: Neal S. Shah Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR