Item
1.01
|
Entry
into a Material Definitive Agreement.
|
Private Placement
On July 26, 2017, NioCorp Developments
Ltd. (the “
Company
”) entered into an agency agreement (the “
Agency Agreement
”)
with Mackie Research Capital Corporation (the “
Agent
”) and closed its previously announced brokered private
placement (the “
Private Placement
”) of units of the Company (each, a “
Unit
”
and, collectively, the “
Units
”). Under the Private Placement, a total of 2,962,500 Units were issued
at a price per Unit of C$0.65, for total gross proceeds to the Company of approximately C$1,925,625.
Each Unit issued pursuant to the Private
Placement consists of one common share in the capital of the Company (a “
Common Share
”) and one
Common Share purchase warrant (a “
Shareholder Warrant
”). Each Shareholder Warrant entitles the
holder thereof to purchase one additional Common Share at a price of C$0.79 until July 26, 2021 (the “
Shareholder
Warrant Shares
”). In connection with the Private Placement, the Company paid the Agent an aggregate cash commission
of approximately C$125,166, equal to six and a half per cent (6.5%) of the gross proceeds raised under the Private Placement.
The Company also issued to the Agent 192,562 broker warrants (the “
Broker Warrants
”), equal to
six and a half per cent (6.5%) of the Units sold pursuant to the Private Placement. Each Broker Warrant entitles the holder thereof
to purchase one Common Share at a price of C$0.79 until July 26, 2021 (the “
Broker Warrant Shares
”).
In connection with the closing of the
Private Placement, the Company entered into subscription agreements (collectively, the “
Subscription Agreements
”)
by and between the Company and each investor. The Subscription Agreements contain the terms of the Private Placement and typical
representations and warranties from the investors to the Company and from the Company to the investors. Additionally, as described
below, in accordance with the terms of the Subscription Agreements and the Agency Agreement, the Company granted the investors
and the Agent certain registration rights regarding the Common Shares of the Company underlying the Units, the Shareholder Warrants,
the Shareholder Warrant Shares the Broker Warrants and the Broker Warrant Shares.
In connection with the Private Placement, the Company and the
Agent terminated a previous arrangement, announced on May 10, 2017, pursuant to which the Agent was to purchase, on a bought
deal short form prospectus basis, 3,077,000 units of the Company at a price of C$0.65 per Unit. The parties mutually agreed
to terminate that agreement as a final prospectus could not be receipted until the NI 43-101 technical report detailing the
results of the Elk Creek Project Feasibility Study announced on June 30, 2017 was filed.
Registration Rights
On July 26, 2017, in connection with the
closing of the Private Placement, the Company granted registration rights to the investors and the Agent in accordance with the
terms of the Subscription Agreements and the Agency Agreement, respectively. Pursuant to such registration rights, the Company
has agreed to use its commercially reasonable efforts to file a registration statement with the United States Securities and Exchange
Commission (the “
Commission
”) under the Securities Act of 1933 (the “
Securities Act
”)
registering the resale by the investors in the Private Placement and the Agent of the Common Shares of the Company underlying the
Units, the Shareholder Warrants, the Shareholder Warrant Shares, the Broker Warrants and the Broker Warrant Shares (collectively,
the “
Registrable Securities
”) and to cause such registration statement to be declared effective as soon
as possible thereafter. If the Company has not caused the registration statement to be declared effective by the Commission at
or before 5:00 p.m. (Vancouver time) on November 26, 2017, then (i) each Unit will thereafter entitle the holder to receive,
for no additional consideration, an additional 10% of the Shareholder Warrants underlying each Unit, resulting in the issuance
of 1.1 Shareholder Warrants (instead of one Shareholder Warrant) per Unit, with each whole Shareholder Warrant being exercisable
into one Shareholder Warrant Share, subject to adjustment, on exercise of the Shareholder Warrants and (ii) the Agent will be entitled
to receive, for no additional consideration, an additional 10% of the Broker Warrants, with each whole Broker Warrant being exercisable
into one Broker Warrant Share, subject to adjustment, on exercise of the Broker Warrants. The Company has further agreed to use
its commercially reasonable efforts to maintain the effectiveness of the registration statement and any post-effective amendment
thereto until the earlier of the date (i) all of the Registrable Securities have been sold pursuant to such registration statement
or Rule 144 under the Securities Act, if available, or (ii) four years from the effective date of the registration statement.
The above summary of the material terms
of the registration rights granted to investors and the Agent in the Private Placement is qualified in its entirety by the actual
terms and conditions of the registration rights contained in the Agency Agreement, Form of Subscription Agreement and Broker Warrant,
which are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are hereby incorporated
by reference into this Item 1.01.
Warrant Indenture
On July 26, 2017, in connection with Private
Placement, the Company entered into a warrant indenture with Computershare Trust Company of Canada (the “
Warrant
Agent
”) regarding the Shareholder Warrants issued in connection with the closing of the Private Placement (the “
Warrant
Indenture
”). The Warrant Indenture contains customary terms and conditions for the issuance, transfer and exercise
of the Shareholder Warrants, the terms governing actions taken by the Shareholder Warrant holders and the obligations of the Company
and the Warrant Agent in relation to the Shareholder Warrants.
The above summary of the material terms
of the Warrant Indenture is qualified in its entirety by the actual terms and conditions of the Warrant Indenture, which is filed
as Exhibit 4.4 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.