Item 5. Other Information
ITEM
5. OTHER INFORMATION
November
2024 Private Placement
On
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.
The
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.
27
In
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.
Certain
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.
The
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.
This
Report does not constitute an offer to purchase, nor a solicitation of an offer to sell, the Units or any other securities. The
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
The
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.
Rule
10b5-1 Trading Arrangements
During
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).
28
ITEM
6. EXHIBITS
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
3.3(2)
Amendment
to Articles, effective March 17, 2023
4.1(3)
Consent
and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd. and YA II PN, Ltd.
4.2(3)
Consent
and Waiver, dated as of September 4, 2024, between NioCorp Developments Ltd. and Lind Global Fund II LP
4.3
Consent and Waiver,
dated as of October 3, 2024, between NioCorp Developments Ltd. and YA II PN, Ltd.
4.4
Consent and Waiver,
dated as of October 3, 2024, between NioCorp Developments Ltd. and Lind Global Fund II LP
4.5(4)
Warrant Agency Agreement,
dated as of November 5, 2024, by and between NioCorp Developments Ltd., Computershare Inc. and Computershare Trust Company, N.A.
4.6(4)
Form of Series A Public Warrant
4.7(4)
Form of Series B Public Warrant
4.8
Form of Subscription Agreement in respect of units issued in November 2024
4.9
Form of Series A Private Warrant
4.10
Form of Series B Private Warrant
10.1(5)
Loan
Agreement, dated as of September 11, 2024, between NioCorp Developments Ltd. and Mark Smith.
10.2(5)
Security
Agreement, dated as of September 11, 2024, between NioCorp Developments Ltd. and Mark Smith.
10.3(4)
Underwriting
Agreement, dated as of November 3, 2024, by and between NioCorp Developments Ltd. and Maxim Group 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(6)
Inline XBRL Instance
Document
101.SCH(6)
Inline XBRL Taxonomy
Extension- Schema
101.CAL(6)
Inline XBRL Taxonomy
Extension – Calculations
101.DEF(6)
Inline XBRL Taxonomy
Extension – Definitions
101.LAB(6)
Inline XBRL Taxonomy
Extension – Labels
101.PRE(6)
Inline XBRL Taxonomy
Extension – Presentations
104
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101)
#
Management
compensation plan, arrangement, or agreement.
(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. 001-41655) filed with the SEC on March 17,
2023, and incorporated herein by reference.
(3)
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.
(4)
Previously filed as an exhibit to the Company’s Current Report on Form 8-K (File No. 001-41655) filed with the SEC on November 5, 2024, and incorporated herein by reference.
(5)
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.
(6)
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 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.
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SIGNATURES
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: November 13, 2024
By:
/s/ Neal
Shah
Neal Shah
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date: November 13, 2024
30