Dean Kehler Discloses NioCorp Stake via SC 13D Filing

TL;DR

**Dean Kehler just revealed a major stake in NioCorp, signaling potential influence or strong conviction.**

AI Summary

Dean C. Kehler, associated with Trimaran Capital, filed an initial SC 13D on January 17, 2024, disclosing his beneficial ownership of NioCorp Developments Ltd. common shares. This filing indicates that Kehler's acquisition of shares, which triggered the 13D requirement, occurred on March 17, 2023. This matters to investors because a 13D filing signals a significant ownership stake by an individual or group, potentially indicating an activist position or a substantial vote of confidence in the company's future.

Why It Matters

This filing reveals a significant individual investor's stake in NioCorp, which could influence future corporate decisions or signal a belief in the company's long-term value.

Risk Assessment

Risk Level: low — This is an initial disclosure of ownership, not an event that inherently creates high risk, but rather provides transparency.

Analyst Insight

A smart investor would monitor future filings by Dean C. Kehler for NioCorp Developments Ltd. to understand his intentions (e.g., activist role, passive investment) and any changes in his ownership stake, as this could signal future strategic moves or confidence in the company.

Key Players & Entities

• Dean C. Kehler (person) — Reporting Person, associated with Trimaran Capital
• NioCorp Developments Ltd. (company) — Subject Company (Issuer)
• Trimaran Capital (company) — Associated with Dean C. Kehler
• March 17, 2023 (date) — Date of event requiring the filing
• January 17, 2024 (date) — Filing date of the SC 13D

FAQ

Key Financial Figures

• $12.00 — P of the Issuer's Common Shares exceeds $12.00 for any 20 trading days within any 30 t
• $15.00 — P of the Issuer's Common Shares exceeds $15.00 for any 20 trading days within any 30 t
• $19,056,155.50 — es, with an aggregate exercise price of $19,056,155.50 (or approximately $10.284 per share).
• $10.284 — ice of $19,056,155.50 (or approximately $10.284 per share). On December 14, 2023, the
• $3.205 — ,432 units of the Company at a price of $3.205 per unit (the " December Offering "). E
• $3.08 — . The $3.205 per unit price consists of $3.08 per common share and $0.125 per warrant
• $0.125 — consists of $3.08 per common share and $0.125 per warrant. The warrants have an exerc
• $3.54 — The warrants have an exercise price of $3.54 per share and expire two years after th

Filing Documents

• sc13d.htm (SC 13D) — 49KB
• 0001341004-24-000010.txt ( ) — 50KB

From the Filing

SC 13D 1 sc13d.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NioCorp Developments Ltd. (Name of Issuer) Common Shares, without par value (Title of Class of Securities) 654484609 (CUSIP Number) Dean Kehler c/o Trimaran Capital 1325 Avenue of the Americas 28th Floor New York, NY 10019 (212) 616-3730 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 2023 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 654484609 Page 2 of 7 1. Names of Reporting Persons. Dean Kehler 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) 3. SEC Use Only 4. Source of Funds (See Instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power 3,131,899 8. Shared Voting Power 318,470 9. Sole Dispositive Power 3,131,899 10. Shared Dispositive Power 318,470 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,450,369 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 13. Percent of Class Represented by Amount in Row (11) 9.3% 14. Type of Reporting Person: IN SCHEDULE 13D Item 1. Security and Issuer. This statement on Schedule 13D (this " Schedule 13D ") relates to the common shares, without par value (" Common Shares "), of NioCorp Developments Ltd., a corporation incorporated in British Columbia, Canada (the " Issuer "). The address of the principal executive offices of the Issuer is 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112. Item 2. Identity and Background. (a), (f) This Schedule 13D is being filed on behalf of Dean Kehler, a United States citizen (the " Reporting Person "). (b) The address of the principal office of the Reporting Person is c/o Trimaran Capital, 1325 Avenue of the Americas, 28th Floor, New York, NY 10019. (c) Dean Kehler co-founded Trimaran Fund Management, L.L.C. (" Trimaran Fund "), where he is a Managing Partner, and serves as a Manager of Trimaran Fund II. Mr. Kehler is also a trustee of the Elizabeth Kehler 2012 Family Trust under Declaration of Trust dated December 12, 2012 (the " Trust ") and a director of the Issuer. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. On March 17, 2023 (the " Closing Date "), the Issuer consummated the business combination (" Business Combination ") contemplated by the Business Combination Agreement, dated as of September 25, 2022, as amended (the " Business Combination Agreement "), entered into by and among GX Acquisition Corp. II (" GXII "), the Issuer, and Big Red Merger Sub Ltd, a wholly owned subsidiary of the Issuer. After the closing of the Business Combination, GX Acquisition Corp. II changed its name to "Elk Creek Resources Corp." GX Sponsor II LLC (the " Sponsor ") acquired Issuer securities and derivatives thereof in the Business Combination on behalf of its members, which were then immediately distributed to Sponsor's members, including the Reporting Person, on a pro rata basis for no consideration. The

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