Additional Proxy Soliciting Materials (definitive) (defa14a)
October 26 2018 - 2:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment
No. ___)
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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¨
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Soliciting Material under §240.14a-12
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NIOCORP DEVELOPMENTS LTD.
(Name of Registrant As Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify
the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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NOTICE-AND-ACCESS NOTIFICATION TO SHAREHOLDERS
FOR THE ANNUAL
GENERAL MEETING OF SHAREHOLDERS ON DECEMBER 5, 2018 (the “Meeting”)
Dear Shareholder:
You are receiving this notification as NioCorp Developments
Ltd. (the "Company") has decided to use the notice and access model for delivery of meeting materials for its 2018 Annual
General Meeting (the "Meeting") to its registered and Canadian and United States beneficial shareholders. This Notice
and Access Notification regarding the Meeting is prepared under the notice-and access rules that came into effect on February 11,
2013 under National Instrument 54-101 -
Communication with Beneficial Owners of Securities of a Reporting Issuer,
National
Instrument 51-102 -
Continuous Disclosure Obligations
and pursuant to Rule 14a-16 under the United States Securities Exchange
Act of 1934, as amended. Under notice and access, instead of a paper copy of the Notice of Meeting, Proxy Statement/Information
Circular (the "Proxy Statement"), 2018 Annual Report("2018 Annual Report"), and form of proxy (the "Proxy",
together with the Notice of Meeting, the Proxy Statement and the 2018 Annual Report, the "Meeting Materials") shareholders
receive this notice with information on how they may access such materials electronically. The use of this alternative means of
delivery is more environmentally responsible as it will help reduce paper use and also will reduce the cost of printing and mailing
materials to shareholders. This communication is not a form for voting and presents only an overview of the more complete information
in the Meeting Materials which contain important information and can be accessed online as provided below.
The Company has elected not to use the
procedure known as "stratification" in relation to its use of the "notice and access" rules. Stratification
occurs when a reporting issuer using the "notice and access" rules provides a paper copy of proxy-related materials to
some, but not all, of its shareholders.
NIOCORP ANNUAL GENERAL MEETING DATE AND LOCATION
WHEN:
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Wednesday, December 5, 2018
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WHERE:
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Hilton Denver Inverness
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10:00 a.m. Mountain Time
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200 Inverness Drive West
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Englewood, Colorado 80112
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Only shareholders who own common shares of the Company at the
close of business on the record date of October 18, 2018 may vote at the Meeting or any adjournment or postponement of the Meeting.
The purpose of the Meeting is to consider and act upon the following proposals:
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1.
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Fixing Number of Directors:
Shareholders will be asked to fix the number of directors of the Company at six (6). Information
can be found in the Proposal 1 - “Fixing Number of Directors" section of the Proxy Statement.
The Company’s
management recommends a vote “FOR” fixing the number of directors of the Company at six (6).
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2.
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Election of Directors:
Shareholders will be asked to elect six (6) directors for the ensuing year. Information can be
found in the Proposal 2 – “Election of Directors" section of the Proxy Statement.
The Company’s management
recommends a vote “FOR” each of the nominees for director named in the Proxy.
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3.
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Appointment of Independent Auditors:
Shareholders will be asked to appoint BDO USA, LLP Certified Public Accountants,
as the Company's auditors/independent registered public accountants, for the fiscal year ending June 30, 2019, and to authorize
the Company's directors to fix their remuneration. Information can be found in the Proposal 3 – “Appointment of Auditors"
section of the Proxy Statement.
The Company’s management recommends a vote “FOR” (i) the appointment of BDO
USA, LLP as the auditors of the Company and (ii) the proposal that the auditors’ remuneration be fixed by the board of directors
of the Company.
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NioCorp Developments Ltd.
(TSX: NB
| OTCQX: NIOBF | FSE: BR3)
7000 South Yosemite, Suite 115, Centennial,
Colorado 80112 USA Tel: 720-639-4650
Notice-and-access notification to shareholders
for NioCorp’s
Annual General Meeting of Shareholders on December 5, 2018
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4.
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Other Business:
Shareholders may be asked to consider other items of business that may be properly brought before the
Meeting. Information respecting the use of discretionary authority to vote on any such other business can be found in the "Proxy
Instructions" section of the Proxy Statement.
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SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR
TO VOTING
The meeting materials can be viewed online under the Company’s
SEDAR profile at
www.sedar.com
, or on the Company’s website at
http://niocorp.com/index. php/corporate/2018-agm
for up to one year from the date of this Notification.
HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
You can obtain a paper copy of the Information Circular, free
of charge, by either:
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1.
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Calling the Company, toll free at (855) 264-6267 and providing us with your name and mailing address;
or by contacting us with this information via email at
ir@NioCorp.com
.
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2.
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Sending a request to our headquarters at: NioCorp Developments Ltd., 7000 South Yosemite Street,
Suite 115, Centennial, CO 80112, ATTN: Corporate Secretary, and providing us with your name and mailing address.
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Requests may be made up to one (1) year from the date the Proxy
Statement was filed on SEDAR, but requests should be received at least five (5) business days in advance of December 3, 2018, being
the proxy cut-off date for voting at the Meeting, in order to receive the materials for the Meeting in advance of the proxy cut-off
date for the Meeting. If you do not request paper copies they will not otherwise be provided to you.
If interested, you may attend the Meeting in person. Directions
to attend the Meeting where registered shareholders may vote in person can be found on our website at
http://niocorp.com/index.php/corporate/2018-agm
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VOTING
PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE.
To vote your securities, you are asked to return their proxies using one of the following methods not later than 10:00 a.m. Mountain
Time, on December 3, 2018, being the proxy cut-off date for the Meeting:
REGISTERED HOLDERS
are asked to return
their proxy using the following methods by the proxy deposit date noted on your proxy:
INTERNET:
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www.investorvote.com
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TELEPHONE:
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1-866-732-VOTE (8683), toll free within North America,
or 1-312-588-4290, Direct Dial – International
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MAIL:
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Computershare Investor Services Inc., Proxy Dept
100 University Avenue, 8th Floor
Toronto, Ontario, CANADA M5Y 2Y1
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ALL NON-REGISTERED HOLDERS
should follow
the instructions on the Voting Instruction Form (“VIF”) that was sent to you.
QUESTIONS
Shareholders with questions about notice-and-access can contact
the Company (from the U.S. or Canada) through its toll-free number at (855) 264-6267, or from other nations at (720) 639-4647,
or via email at
IR@niocorp.com
.
NioCorp Developments Ltd.
(TSX: NB
| OTCQX: NIOBF | FSE: BR3)
7000 South Yosemite, Suite 115, Centennial,
Colorado 80112 USA Tel: 720-639-4650
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