Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQU ITY SECURITIES AND USE OF PROCEEDS
The following Common Shares were issued pursuant to Section 3(a)(9) of the Securities Act, in connection with the voluntary conversion of a portion of the amount outstanding under the Nordmin Note and based upon representations and warranties of Nordmin in connection therewith.
Date
Conversion Amount
Shares Issued
Conversion Price/Share
October 21, 2021
$127,043
171,252
C$0.9146
December 21, 2021
$171,621
171,849
C$1.2925
ITEM 3. DEFAULTS UPON SENI OR SECURITIES
None.
22
ITEM 4. MINE SAFETY DI SCLOSURES
Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by the U.S. Department of Labor’s Mine Safety and Health Administration (“MSHA”). During the three-month period ended December 31, 2021, the Company and its subsidiaries and their properties or operations were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act.
ITEM 5. OTHER INF ORMATION
None.
ITEM 6. EX HIBITS
Exhibit
No.
Title
3.1(1)
Notice of Articles dated April 5, 2016
3.2(1)
Articles, as amended, effective as of January 27, 2015
10.1(2)
Amending Agreement to Smith Credit Agreement, dated December 13, 2021, between the Company and Mark Smith
10.2
Amendment #1 to Convertible Security Funding Agreement, dated December 2, 2021, between the Company and Lind Global Asset Management III, LLC
31.1
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS(3)
Inline
XBRL Instance Document
101.SCH(3)
Inline
XBRL Taxonomy Extension- Schema
101.CAL(3)
Inline
XBRL Taxonomy Extension – Calculations
101.DEF(3)
Inline
XBRL Taxonomy Extension – Definitions
101.LAB(3)
Inline
XBRL Taxonomy Extension – Labels
101.PRE(3)
Inline
XBRL Taxonomy Extension – Presentations
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Previously filed as an exhibit to the Company’s Draft Registration Statement on Form S-1 (Registration No. 377-01354) submitted to the SEC on July 26, 2016, and incorporated herein by reference.
(2)
Previously filed as
an exhibit to the Company’s Current Report on Form 8-K (File No. 000-55710) filed with the SEC on December 13, 2021, and
incorporated herein by reference.
(3)
Submitted Electronically Herewith. Attached as Exhibit 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting Language): (i) the Condensed Interim Consolidated Balance Sheets as of December 31, 2021 and June 30, 2021, (ii) the Condensed Interim Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months ended December 31, 2021 and 2020, (iii) the Condensed Interim Consolidated Statements of Cash Flows for the Six Months ended December 31, 2021 and 2020, (iv) the Condensed Interim Consolidated Statements of Shareholders’ Equity for the Three and Six Months ended December 31, 2021 and 2020 and (v) the Notes to the Condensed Interim Consolidated Financial Statements.
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SIGN ATURES
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 thereunto duly authorized.
NIOCORP DEVELOPMENTS LTD.
(Registrant)
By:
/s/ Mark A. Smith
Mark A. Smith
President, Chief Executive Officer and
Executive Chairman
(Principal Executive Officer)
Date: February 4, 2022
By:
/s/ Neal Shah
Neal Shah
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: February 4, 2022
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.