What changed in this filing

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Item 5. Other Information

2024-11-13 compared with 2024-05-02 · 132 added, 40 removed, 11 unchanged (94% of the section changed)

OTHER INFORMATION

During the quarter ended March 31, 2024,

no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in

Item 408 of Regulation S-K).

Notice of Articles dated April 5, 2016

Articles, as amended, effective as of January 27, 2015

Amendment to Articles, effective March 17, 2023

Securities Purchase Agreement, dated as of April 11, 2024, by and between NioCorp Developments Ltd.

and each of YA II PN, Ltd.

2024 Private Placement

November 13, 2024, the Company closed the November 2024 Private Offering with the Private Placement Investors of an aggregate

of 2,199,602 Units.

Each Unit consists of one Common Share, one Series A Private Warrant to purchase one Common Share and one-half

of one Series B Private Warrant to purchase one-half of one Common Share.

Each Series A Private Warrant is exercisable for one

Common Share at a price per Common Share of $1.75.

The Series A Private Warrants may be exercised at any time on or after the

date of issuance and will expire on November 13, 2026.

Each Series B Private Warrant is exercisable for one Common Share at a

price per Common Share of $2.07.

The Series B Private Warrants may be exercised at any time beginning six months and one day from

the date of issuance and will expire on November 13, 2029.

November Private Warrants contain provisions that prohibit the exercise if the holder, together with its affiliates, would beneficially

own more than 4.99% of the number of Common Shares outstanding immediately after giving effect to such exercise.

A holder of November

Private Warrants may increase or decrease this percentage to a percentage not in excess of 9.99% by providing notice to the Company,

which increase will not be effective until at least 61 days following such notice.

November Private Warrant holders will not have

the rights or privileges of a holder of Common Shares with respect to the Common Shares underlying such November Private Warrants,

including any voting rights, until the holder exercises such November Private Warrants.

There is no established trading market

for any of the November Private Warrants and the Company does not expect a market to develop.

In addition, the Company does not

intend to apply for the listing of any of the November Private Warrants on any national securities exchange or other trading market.

connection with the November 2024 Private Offering, the Company entered into subscription agreements (the “Subscription

Agreements”) by and between the Company and the Private Placement Investors.

The Subscription Agreements contain the terms

of the Private Placement and typical representations and warranties from the Private Placement Investors to the Company and the

Company to the Private Placement Investors.

of the Company’s officers and directors purchased an aggregate of 239,999 Units in the November 2024 Private Offering.

Each officer and director of the Company who purchased Units in the November 2024 Private Offering paid a purchase price of $1.7675

per unit (the “Insider Unit Price”), which is equal to the consolidated closing bid price for the Common Shares as

reported by the Nasdaq on November 1, 2024 plus $0.125 per associated November Private Warrant.

The remaining investors in the

November 2024 Private Offering, who are not affiliated with the Company (but with whom the Company has a pre-existing relationship),

purchased an aggregate of 1,959,603 Units at a purchase price per Unit of $1.57, which is equal to 90% of the volume weight average

price of the Common Shares on Nasdaq for the five-day period ended November 1, 2024.

Gross proceeds to the Company from the November

2024 Private Offering are expected to be approximately $3.5 million.

foregoing description of the Subscription Agreements is qualified in its entirety by the full text of the Subscription Agreements,

a copy of which is filed as Exhibit 4.8 to this Report and is incorporated herein by reference.

The foregoing descriptions of

the November Private Warrants are qualified in their entirety by the full text of the Form of Series A Private Warrant and Form

of Series B Private Warrant, copies of which are filed as Exhibits 4.9 and 4.10, respectively, to this Report and are incorporated

herein by reference.

Report does not constitute an offer to purchase, nor a solicitation of an offer to sell, the Units or any other securities.

Units and the underlying securities have not been, and will not be, registered under the Securities Act and may not be offered

or sold in the United States absent registration or an applicable exemption from registration requirements

Units were issued on a private offering basis to the Private Placement Investors with whom the Company had a pre-existing relationship pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D thereunder

and Section 4(a)(2) thereof, in each case, pursuant to the representations and covenants the Private Placement Investors made

to the Company in connection with their purchase of the Units.

10b5-1 Trading Arrangements

the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act)

of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”

(as each term is defined in Item 408 of Regulation S-K).

of Articles dated April 5, 2016

as amended, effective as of January 27, 2015

to Articles, effective March 17, 2023

and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd.

and YA II PN, Ltd.

and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd.

and Lind Global Fund II LP

Global Guaranty Agreement, dated as of April 11, 2024, by Elk Creek Resources Corporation and 0896800 B.C.

Registration Rights Agreement, dated as of April 11, 2024, by and between NioCorp Developments Ltd.

and each of YA II PN, Ltd.

Consent and Waiver,

dated as of October 3, 2024, between NioCorp Developments Ltd.

and YA II PN, Ltd.

Consent and Waiver,

dated as of October 3, 2024, between NioCorp Developments Ltd.

and Lind Global Fund II LP

NioCorp Developments Ltd.

Long-Term Incentive Plan, as amended

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

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

Certification of the Chief Executive Officer pursuant to 18 U.S.C.

Warrant Agency Agreement,

dated as of November 5, 2024, by and between NioCorp Developments Ltd., Computershare Inc.

and Computershare Trust Company, N.A.

Form of Series A Public Warrant

Form of Series B Public Warrant

Form of Subscription Agreement in respect of units issued in November 2024

Form of Series A Private Warrant

Form of Series B Private Warrant

Agreement, dated as of September 11, 2024, between NioCorp Developments Ltd.

and Mark Smith.

Agreement, dated as of September 11, 2024, between NioCorp Developments Ltd.

and Mark Smith.

Agreement, dated as of November 3, 2024, by and between NioCorp Developments Ltd.

and Maxim Group LLC

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

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

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

Certification of the Chief Financial Officer pursuant to 18 U.S.C.

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

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension- Schema

Inline XBRL Taxonomy Extension – Calculations

Inline XBRL Taxonomy Extension – Definitions

Inline XBRL Taxonomy Extension – Labels

Inline XBRL Taxonomy Extension – Presentations

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Management compensation plan, arrangement, or agreement.

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.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on March 17, 2023, and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on April 12, 2024, and incorporated herein by reference.

Inline XBRL Instance

Inline XBRL Taxonomy

Extension- Schema

Inline XBRL Taxonomy

Extension – Calculations

Inline XBRL Taxonomy

Extension – Definitions

Inline XBRL Taxonomy

Extension – Labels

Inline XBRL Taxonomy

Extension – Presentations

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101)

compensation plan, arrangement, or agreement.

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.

filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on March 17,

2023, and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Annual Report on Form 10-K (File No.

001-41655) filed with the SEC on September 23, 2024

and incorporated herein by reference.

Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on January 22, 2024, and incorporated herein by reference.

Submitted Electronically Herewith.

Attached as Exhibit 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting Language):

(i) the Interim Condensed Consolidated Balance Sheets as of March 31, 2024 and June 30, 2023, (ii) the Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months ended March 31, 2024 and 2023, (iii) the Interim Condensed Consolidated Statements of Cash Flows for the Nine Months ended March 31, 2024 and 2023, (iv) the Interim Condensed Consolidated Statements of Shareholders’ (Deficit) Equity and Redeemable Noncontrolling Interest for the Three and Nine Months ended March 31, 2024 and 2023 and (v) the Notes to the Interim Condensed Consolidated Financial Statements.

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.

001-41655) filed with the SEC on November 5, 2024, and incorporated herein by reference.

Previously filed

as an exhibit to the Company’s Current Report on Form 8-K (File No.

001-41655) filed with the SEC on September 11, 2024,

and incorporated herein by reference.

Submitted Electronically

Attached as Exhibit 101 to this report are the following formatted in inline XBRL (Extensible Business Reporting

(i) the Interim Condensed Consolidated Balance Sheets as of September 30, 2024 and June 30, 2024, (ii) the

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months ended September 30, 2024

and 2023, (iii) the Interim Condensed Consolidated Statements of Cash Flows for the Three Months ended September 30,

2024 and 2023, (iv) the Interim Condensed Consolidated Statements of Shareholders’ (Deficit) Equity and Redeemable

Noncontrolling Interest for the Three Months ended September 30, 2024 and 2023 and (v) the Notes to the Interim

Condensed Consolidated Financial Statements.

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.

DEVELOPMENTS LTD.

President, Chief Executive Officer and

1 unchanged sentence

(Principal Executive Officer)

/s/ Neal Shah

November 13, 2024

Chief Financial Officer

(Principal Financial and Accounting Officer)

November 13, 2024

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-Q

Item 5. Other Information