What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-09-23 compared with 2023-10-06 · 31 added, 38 removed, 67 unchanged (51% of the section changed)

1 unchanged sentence

OF EQUITY SECURITIES

Common Shares were first listed and posted for trading on the Vancouver Stock Exchange on December 1, 1987.

On March 9, 2015,

the Common Shares commenced trading on the TSX under the trading symbol “NB.” In addition, the Company traded on the

Over-the-Counter Bulletin Board and the OTCQX under the symbol “NIOBF” until March 21, 2023, at which time the

Common Shares began trading on the Nasdaq exchange under the trading symbol “NB”.

The Company also trades on the Frankfurt

Stock Exchange as “BR3.”

over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down, or commission and may not reflect

actual transactions.

of October 6, 2023, we had 20,941 holders of record of the Common Shares.

Common Shares are listed for trading on the Nasdaq under the trading symbol “NB”.

The Company voluntarily

delisted from the TSX effective as of close of markets on May 3, 2024.

The Company also trades on the Frankfurt Stock Exchange

of September 13, 2024, we had 18,311 holders of record of the Common Shares.

have not paid any cash dividends on the Common Shares since our inception and do not anticipate paying any cash dividends in the

2 unchanged sentences

Authorized for Issuance Under Equity Compensation Plans

Equity Compensation Plan Information under Item 12.

, “ Security Ownership of Certain Beneficial Owners and Management

Compensation Plan information under Item 12 , “ Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters ,” for information on plans approved by our shareholders.

2 unchanged sentences

Sales of Unregistered Securities

Proceeds ($000)

in reliance on Section 3(a)(9) of the Securities Act, in connection with the voluntary conversion of a portion of the amount

16 unchanged sentences

with NioCorp, (vi) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada, (vii) is not

an insurer that carries on business in Canada and elsewhere, and (viii) is not an “authorized foreign bank” (as defined

in the Canadian Tax Act)(each such holder, a “U.S.

an insurer that carries on business in Canada and elsewhere, (viii) is not an “authorized foreign bank” (as defined

in the Canadian Tax Act), and (ix) has not entered into a “derivative forward agreement” (as defined in the Canadian

Tax Act) with respect to the Common Shares (each such holder, a “U.S.

Resident Holder”).

2 unchanged sentences

may not in all circumstances be entitled to the benefits of the Convention.

Members of or holders of an interest in such an entity

that holds Common Shares should consult their own tax advisers regarding the extent, if any, to which the benefits of the Convention

will apply to the entity in respect of its Common Shares.

Members of or

holders of an interest in such an entity that holds Common Shares should consult their own tax advisers regarding the extent,

if any, to which the benefits of the Convention will apply to the entity in respect of its Common Shares.

Resident Holder’s Common Shares will be considered to be capital property of such holder provided that the U.S.

21 unchanged sentences

Resident Holder’s Common Shares will not constitute “taxable Canadian property” of such holder at a particular

time at which the Common Shares are listed on a “designated stock exchange” (which currently includes the TSX and

Nasdaq) unless both of the following conditions are concurrently met:

any time during the 60-month period that ends at the particular time, 25% or more of

the issued shares of any class of the capital stock of NioCorp were owned by or belonged

to one or any combination of:

time at which the Common Shares are listed on a “designated stock exchange” (which currently includes Nasdaq) unless,

at any time during the 60-month period that ends at the particular time both of the following conditions are concurrently met:

or more of the issued shares of any class of the capital stock of NioCorp were owned

by or belonged to one or any combination of:

Resident Holder,

4 unchanged sentences

interest directly or indirectly through one or more partnerships, and

any time during the 60-month period that ends at the particular time, more than 50% of

the fair market value of the Common Shares was derived directly or indirectly from, one

or any combination of, real or immovable property situated in Canada, “Canadian

than 50% of the fair market value of the Common Shares was derived directly or indirectly

from, one or any combination of, real or immovable property situated in Canada, “Canadian

resource properties” (as defined in the Canadian Tax Act), “timber resource

4 unchanged sentences

liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition.

Resident Holder to whom NioCorp pays or credits or is deemed to pay or credit a dividend on such holder’s Common Shares

will be subject to Canadian withholding tax, and NioCorp will be required to withhold the tax from the dividend and remit it to

the CRA for the holder’s account.

The rate of withholding tax under the Canadian Tax Act is 25% of the gross amount of the

dividend, but should generally be reduced under the Convention to 15% (or, if the U.S.

Resident Holder is a company which is the

beneficial owner of at least 10% of the voting stock of NioCorp, 5%) of the gross amount of the dividend.

For this purpose, a

company that is a resident of the United States for purposes of the Canadian Tax Act and the Convention and is entitled to the

benefits of the Convention shall be

considered to own the voting stock of NioCorp owned by an entity that is considered fiscally

transparent under the laws of the United States and that is not a resident of Canada, in proportion to such company’s ownership

interest in that entity.

Resident Holder to whom NioCorp pays or credits or is deemed to pay or credit a dividend on such holder’s Common

Shares will be subject to Canadian withholding tax, and NioCorp will be required to withhold the tax from the dividend and

remit it to the CRA for the holder’s account.

The rate of withholding tax under the Canadian Tax Act is 25% of the

gross amount of the dividend, but should generally be reduced under the Convention to 15% (or, if the U.S.

Resident Holder is

a company which is the beneficial owner of at least 10% of the voting stock of NioCorp, 5%) of the gross amount of the

For this purpose, a company that is a resident of the United States for purposes of the Canadian Tax Act and the

Convention and is entitled to the benefits of the Convention shall be considered to own the voting stock of NioCorp owned by

an entity that is considered fiscally transparent

under the laws of the United States and that is not a resident of Canada, in proportion to such company’s ownership interest

in that entity.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity