Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES
OF EQUITY SECURITIES
Market
Information
The
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
as “BR3.”
Holders
As
of September 13, 2024, we had 18,311 holders of record of the Common Shares.
Dividends
We
have not paid any cash dividends on the Common Shares since our inception and do not anticipate paying any cash dividends in the
foreseeable future. We plan to retain our earnings, if any, to provide funds for the expansion of our business.
Securities
Authorized for Issuance Under Equity Compensation Plans
See Equity
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.
Purchases
of Equity Securities by the Company
We
did not make any repurchases in the quarter ended June 30, 2024.
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Recent
Sales of Unregistered Securities
Date
Gross
Proceeds ($000)
Shares
Issued
Price/Share
April
25, 2024 (1)
$510
230,560
$2.2123
May
6, 2024 (1)
502
234,142
2.1435
May
13, 2024 (2)
221
90,000
2.4590
May
17, 2024 (2)
169
75,000
2.2551
May
21, 2024 (2)
177
82,500
2.1400
May
24, 2024 (2)
167
81,000
2.0597
May
31, 2024 (2)
344
150,000
2.2909
May
31, 2024 (1)
202
94,455
2.1435
June
4, 2024 (2)
303
135,000
2.2467
June
10, 2024 (2)
223
111,000
2.0059
June
18, 2024 (2)
203
105,000
1.9377
June
27, 2024 (2)
113
66,000
1.7196
(1)
Issued
in reliance on Section 3(a)(9) of the Securities Act, in connection with the voluntary conversion of a portion of the amount
outstanding under the Convertible Debentures and based upon representations and warranties of Yorkville in connection therewith.
(2)
Issued
in reliance on Section 4(a)(2) of the Securities Act in connection with the closing of an advance under the Yorkville Equity
Facility Financing Agreement and based upon representations and warranties of Yorkville in connection therewith.
Exchange
Controls
There
are no governmental laws, decrees, or regulations in Canada that restrict the export or import of capital, including foreign exchange
controls, or that affect the remittance of dividends, interest or other payments to non-resident holders of the securities of
NioCorp, other than Canadian withholding tax. See “Certain Canadian Federal Income Tax Considerations for U.S. Residents”
below.
Certain
Canadian Federal Income Tax Considerations for U.S. Residents
The
following generally summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act
(Canada) and the regulations enacted thereunder (collectively, the “Canadian Tax Act”) and the Canada-United States
Tax Convention (1980) (the “Convention”) to the holding and disposition of Common Shares.
Comment
is restricted to holders of Common Shares each of whom, at all material times for the purposes of the Canadian Tax Act and the
Convention, (i) is resident solely in the U.S. for tax purposes, (ii) is a “qualifying person” under and entitled
to the benefits of the Convention, (iii) holds all Common Shares as capital property, (iv) holds no Common Shares that are “taxable
Canadian property” (as defined in the Canadian Tax Act) of the holder, (v) deals at arm’s-length with and is not affiliated
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, (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”).
Certain
U.S.-resident entities that are fiscally transparent for U.S. federal income tax purposes (including limited liability companies)
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.
Generally,
a U.S. Resident Holder’s Common Shares will be considered to be capital property of such holder provided that the U.S. Resident
Holder is not a trader or dealer in securities, did not acquire, hold, or dispose of the Common Shares in one or more transactions
considered to be an adventure or concern in the nature of trade (i.e. speculation), and does not hold the Common Shares in the
course of carrying on a business.
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This
summary is based on the current provisions of the Canadian Tax Act and the Convention in effect as of the date prior to the date
hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister
of Finance (Canada) prior to the date hereof, and the current published administrative policies and assessing practices of the
Canada Revenue Agency (the “CRA”). It is assumed that all such amendments will be enacted as currently proposed, and
that there will be no other material change to any applicable law or administrative policy or assessing practice, whether by way
of judicial, legislative or governmental decision or action, although no assurance can be given in these respects. This summary
is not exhaustive of all possible Canadian federal income tax considerations. Except as otherwise expressly provided, this summary
does not take into account any provincial, territorial, or foreign tax considerations, which may differ materially from those
set out herein.
This
summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended
to be and should not be construed as legal or tax advice to any particular U.S. Resident Holder. U.S. Resident Holders are urged
to consult their own tax advisers for advice with respect to their particular circumstances. The discussion below is qualified
accordingly.
Generally,
a U.S. 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 Nasdaq) unless,
at any time during the 60-month period that ends at the particular time both of the following conditions are concurrently met:
1. 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:
a. the
U.S. Resident Holder,
b. persons
with whom the U.S. Resident Holder did not deal at arm’s length, and
c. partnerships
in which the U.S. Resident Holder or a person referred to in clause (b) holds a membership
interest directly or indirectly through one or more partnerships, and
2. 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
resource properties” (as defined in the Canadian Tax Act), “timber resource
properties” (as defined in the Canadian Tax Act), or options in respect of, or
interests in any of the foregoing, whether or not the property exists.
Common
Shares may also be deemed to be “taxable Canadian property” in certain circumstances set out in the Canadian Tax Act.
A
U.S. Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not thereby incur any
liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition.
A
U.S. 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.
ITEM 6. RESERVED
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