Niocorp Developments Ltd 8-K, filed Jun 24, 2024

Niocorp Developments Ltd (NB)

8-K 2024-06-24 For: 2024-06-24

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Added on April 10, 2026

About this 8-K

Niocorp Developments Ltd filed this 8-K on June 24, 2024.

Items reported

Item 1.01: Entered into a material agreement
Item 3.02: Unregistered sale of equity
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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☐	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))

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

(d) Exhibits

Exhibit							Description
4.1							Form of Warrants
4.2							Form of Subscription Agreement
99.1							Press Release, dated June 24, 2024
104							Cover Page Interactive Data File (embedded within the Inline XBRL document)

	NIOCORP DEVELOPMENTS LTD.

DATE: June 24, 2024	By:	/s/ Neal S. Shah
		Neal S. Shah Chief Financial Officer

Name in Full	Address	No. of Warrant Shares
1.

2.

3.

Certificate Number: W – [●]	Issue Date: [●], 2023
Number of Warrants: [●]

	} } } } } } } } } } } } }
Signature of Witness [Please Note Instruction 2]		Signature of registered holder or Signatory thereof
		If applicable, print Name and Office of Signatory
Print Name of Witness		Print Name of registered holder as on certificate
Address of Witness		Street Address
Occupation of Witness		City, Province and Postal Code

of		____________________________________________

		____________________________________________
		(please print address of Transferee)

Amount of Subscription Number of Units: _________________ x US$1.91 Aggregate Subscription Price: US$_________________		Beneficial Owner of Subscriber If the Subscriber is not an individual, the Subscriber represents and warrants that it has ¨ / does not have ¨ (check one) a Beneficial Owner (as defined in the Terms and Conditions of Subscription) and, if it has a Beneficial Owner, the name and address of the Beneficial Owner is as follows: ____________________________________ Name of Beneficial Owner ____________________________________ Residential Address of Beneficial Owner

Subscriber’s Information and Signature ____________________________________ Name of Subscriber – please print ____________________________________ Signature (of individual or authorized signatory) ____________________________________ Official Capacity or Title (of authorized signatory, if applicable) ____________________________________ Please print name of individual whose signature appears above if different than the name of the Subscriber printed above. ____________________________________ Subscriber’s Residential Address ____________________________________ Subscriber’s Telephone Number





		Principal Information If the Subscriber is signing as an agent for a principal and is not deemed to be purchasing as principal as set out below, the Subscriber hereby represents and warrants that the name and residential address of such principal is as follows: ____________________________________ Name of Principal ____________________________________ Principal’s Residential Address ____________________________________

		does not currently own directly or indirectly, or exercises control or direction over, any common shares in the capital of the Issuer or securities convertible into common shares in the capital of the Issuer; or

		owns directly or indirectly, or exercises control or direction over, __________ common shares in the capital of the Issuer, and convertible securities (including unexpired warrants) entitling the Subscriber to acquire an additional __________ common shares in the capital of the Issuer.

		is an “Insider” of the Issuer as defined in the Securities Act (British Columbia); or
		is not an Insider of the Issuer.

		is a “Registrant” as defined in the Securities Act (British Columbia); or
		is not a “Registrant”.

		is a “U.S. Purchaser” as defined in the Terms and Conditions below; or
		is not a “U.S. Purchaser”.

	NIOCORP DEVELOPMENTS LTD.

	Per________________________________ Authorized Signatory

Issuer:	NioCorp Developments Ltd. (“NioCorp” or the “Issuer”).
Offering:	Private placement offering (the “Offering”) of up to approximately 320,000 units of the Issuer (the “Units”). Each Unit will consist of one common share of the Issuer (a “Common Share”) and one Common Share purchase warrant (a “Warrant”).
Pricing:	US$1.91 per Unit. Each Warrant shall entitle the holder thereof to purchase one additional Common Share (a “Warrant Share”) at an exercise price equal to US$2.20 exercisable at any time up to 24 months from Closing (as defined herein).
Use of Proceeds:	Proceeds of the Offering will be used for working capital and general corporate purposes.
Offering Jurisdictions:	The Offering will take place by way of a private placement to qualified investors in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, and otherwise in those jurisdictions where the Offering can lawfully be made. Subscribers will have a $5,000 minimum subscription and Canadian subscribers must be “accredited investors” (as defined in National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”)). United States investors must be “accredited investors” as defined in Rule 501(a) under the United States Securities Act of 1933, as amended.
Hold Period:	Common Shares and Warrants issued in connection with the Offering will be subject to an indefinite hold period as required by U.S. securities laws, and will also be subject to a four-month and one day hold period (which will run concurrently with the indefinite hold period in the United States) as required by Canadian securities laws commencing on the date of the Closing (as defined herein) of the Offering and the Warrant Shares issued on exercise of the Warrants will be subject to additional hold periods under U.S. securities laws that shall commence on the date the Warrants are exercised, and (if applicable) will also be subject to a four-month and one day hold period from Closing (which will run concurrently with the indefinite hold period in the United States).
Listing:	The Issuer shall obtain the necessary approvals to list the Common Shares, and Common Shares issuable upon exercise of the Warrants, where any such exercise occurs, on The Nasdaq Stock Market LLC.
Eligibility for Investment:	Eligible under the usual Canadian statutes as well as for RRSPs, RESPs, RRIFs, TFSAs and DPSPs.
Closing:	On or about June 24, 2024 (the “Closing”), subject to any required regulatory approvals

☐	(a)	(i) except in Ontario, a Canadian financial institution, or a Schedule III bank; or

		(ii) in Ontario, a financial institution that is (A) a bank listed in Schedule I, II or III of the Bank Act (Canada); (B) an association to which the Cooperative Credit Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; or (C) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case may be;

☐	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

☐	(c)	a subsidiary of any person or company referred to in paragraphs (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;

☐	(d)	a person or company registered under the securities legislation of a jurisdiction (province or territory) of Canada as an adviser or dealer (or in Ontario, except as otherwise prescribed by the regulations under the Securities Act (Ontario));

☐	(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);

☐	(e.1)	an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);

☐	(f)	the Government of Canada or a jurisdiction (province or territory) of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;

☐	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;

☐	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;

☐	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction (province or territory) of Canada;

☐	(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds CDN$1,000,000; *** if you qualify as an accredited investor under this category (J), you must complete and execute form 45-109 individiual risk acknowledgment form attached as exhbit A to this Schedule b

☐	(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CDN$5,000,000;

☐	(k)	an individual whose net income before taxes exceeded CDN$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CDN$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; *** if you qualify as an accredited investor under this category (K), you must complete and execute form 45-109 individiual risk acknowledgment form attached as exhbit A to this Schedule b

☐	(l)	an individual who, either alone or with a spouse, has net assets of at least CDN$5,000,000; *** if you qualify as an accredited investor under this category (L), you must complete and execute form 45-109 individiual risk acknowledgment form attached as exhbit A to this Schedule b

☐	(m)	a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements;

☐	(n)	an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in sub-paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106;

☐	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;

☐	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;

☐	(q)	a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction;

☐	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

☐	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;

☐	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;

☐	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser;

☐	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Québec, the regulator as an accredited investor;

☐	(w)	a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse; or

☐	(x)	in Ontario, such other persons or companies as may be prescribed by the regulations under the Securities Act (Ontario). ***If checking this category (x), please provide a description of how this requirement is met.

Dated:	____________________	Signed:	________________________________

_________________________________ Witness (If Subscriber is an Individual)		__________________________________________ Print the name of Subscriber


_________________________________ Print Name of Witness		__________________________________________ If Subscriber is a corporation, print name and title of Authorized Signing Officer

SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
1. About your investment
Type of securities: *Units (each comprised of one common share and one common share purchase warrant)*	Issuer: *NioCorp Developments Ltd.*
Purchased from: *NioCorp Developments Ltd.*
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER
2. Risk acknowledgement
This investment is risky. Initial that you understand that:		Your Initials
Risk of loss - You could lose your entire investment of US$ ____________. [Instruction: Insert the total dollar amount of the investment.]
Liquidity risk - You may not be able to sell your investment quickly - or at all.
Lack of information - You may receive little or no information about your investment.
Lack of advice - You will not receive advice from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
3. Accredited investor status
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria.		Your initials
· Your net income before taxes was more than CDN$200,000 in each of the 2 most recent calendar years, and you expect it to be more than CDN$200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)
· Your net income before taxes combined with your spouse’s was more than CDN$300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than CDN$300,000 in the current calendar year.
· Either alone or with your spouse, you own more than CDN$1 million in cash and securities, after subtracting any debt related to the cash and securities.
· Either alone or with your spouse, you have net assets worth more than CDN$5 million. (Your net assets are your total assets (including real estate) minus your total debt.)

4. Your name and signature
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form.
First and last name (please print):
Signature:	Date:
SECTION 5 TO BE COMPLETED BY THE SALESPERSON
5. Salesperson information
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.]
First and last name of salesperson (please print):
Telephone:	Email:
Name of firm (if registered):
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
6. For more information about this investment
*NioCorp Developments Ltd.* *7000 South Yosemite Street, Suite 115* *Centennial, CO* *80112* *Attn: Neal Shah* *Tel: (303) 503-6203* email: **** For more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.**


(Name of Subscriber - please print)

by:
(Official Capacity or Title - please print)
Authorized Signature

(Please print name of individual whose signature appears above if different than the name of the Subscriber printed above.)

________________(S) ________________(BP)	1.	Any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; any insurance company as defined in Section 2(a)(13) of the 1933 Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors” as defined in Rule 501(a) under the 1933 Act;
________________(S) ________________(BP)	2.	Any private business development company as defined in Section 202(a)(22) of the Investments Advisers Act of 1940;
________________(S) ________________(BP)	3.	Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, or Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Offered Units offered, with total assets in excess of US$5,000,000;
________________(S) ________________(BP)	4.	A director, executive officer or general partner of the Issuer; or
________________(S) ________________(BP)	5.	A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase exceeds US$1,000,000; provided, however, that (i) a person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; or
________________(S) ________________(BP)	6.	A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or
________________(S) ________________(BP)	7.	Any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Offered Units, whose purchase is directed by a sophisticated person, being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment.