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 also trades on the Frankfurt Stock
Exchange as “BR3.”
Holders
As
of September 11, 2025, we had 94 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, 2025.
Recent
Sales of Unregistered Securities
The
Company issued and sold the following Common Shares in reliance on Section 4(a)(2) of the Securities Act in connection with the
closing of advances under the Yorkville Equity Facility Financing Agreement and based upon representations and warranties of Yorkville
in connection therewith:
Date
Gross
Proceeds ($000)
Shares
Issued
Price/Share
April
15, 2025
$2,779
1,100,000
$ 2.5261
May
29, 2025
385
165,000
2.3337
June
9, 2025
658
250,500
2.6257
June
20, 2025
169
61,992
2.7200
June
24, 2025
197
75,000
2.6251
June
27, 2025
5,054
2,100,000
2.4065
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.
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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) deals at arm’s length with and
is not affiliated with NioCorp, (v) does not and is not deemed to use or hold any Common Shares in a business carried on in Canada,
(vi) is not an insurer that carries on business in Canada and elsewhere, (vii) is not an “authorized foreign bank”
(as defined in the Canadian Tax Act), and (viii) has not entered into a “derivative forward agreement,” “synthetic
equity arrangement,” or “synthetic disposition arrangement” (each 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.
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. 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.
Disposition
of Common Shares
A
U.S. Resident Holder who disposes or is deemed to dispose of one or more Common Shares generally should not incur any liability
for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition, unless the Common
Shares constitute “taxable Canadian property” (as defined in the Canadian Tax Act) of the U.S. Resident Holder at
the time of disposition and the U.S. Resident Holder is not entitled to relief under the Convention.
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
44
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.
Dividends
on Common Shares
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