Current Report Filing (8-k)
December 18 2020 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 18, 2020
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NioCorp
Developments Ltd.
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(Exact
name of registrant as specified in its charter)
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British
Columbia, Canada
(State or other jurisdiction
of incorporation)
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000-55710
(Commission File Number)
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98-1262185
(IRS Employer
Identification No.)
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7000
South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code: (720) 639-4647
(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Not
Applicable
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Not
Applicable
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Not
Applicable
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item
1.01
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Entry
into a Material Definitive Agreement.
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On
December 18, 2020, NioCorp Developments Ltd. (the “Company”) entered into a convertible note and warrant
subscription agreement (the “Subscription Agreement”) with Nordmin Engineering Ltd (“Nordmin”).
Pursuant to the Subscription Agreement, NioCorp issued to Nordmin a convertible note in a principal amount of approximately $1.872
million (the “Convertible Note”) and 500,000 common share warrants (the “Warrants”)
for an aggregate subscription price of approximately $1.804 million, which amount will be set off against the amount owing to
Nordmin by the Company for past services.
The
Convertible Note will mature on December 18, 2021 with an implied interest rate of 5% per annum and, subject to certain terms
and conditions, is convertible into up to 4,500,000 common shares of the Company (“Common Shares”) at
a conversion price of 92% of the five-day volume weighted average price of the Common Shares on the Toronto Stock Exchange at
the time of conversion. The Convertible Note contains restrictions on how much of the principal amount may be converted in any
30-day period. The Convertible Note also provides the Company with the option to prepay, in whole or in part, any outstanding
principal amount thereunder, upon three days’ notice to Nordmin. In addition, Nordmin is entitled to accelerate the maturity
of the Convertible Note and require the Company to prepay the outstanding principal amount upon the occurrence of an event of
default and other designated events described in the Convertible Note.
Subject
to certain terms and conditions, each Warrant is exercisable into one Common Share at a price of C$0.80 per share for until December
18, 2022.
Upon
issuance, the Common Shares underlying the Convertible Note and the Warrants will be fully paid and non-assessable and will rank
equally in all respects with all other Common Shares then outstanding.
The
above summary of the material terms of the Convertible Note, the Warrants and the Subscription Agreement is qualified in its entirety
by the actual terms and conditions of the Convertible Note, the Warrant certificate and the Subscription Agreement, which are
filed as Exhibits 4.1, 4.2 and 10.1 to this Current Report on Form 8-K, respectively, and are hereby incorporated by reference
into this Item 1.01.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
disclosure regarding the Convertible Note, the Warrants and the Subscription Agreement contained in Item 1.01 of this Current
Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
disclosure regarding the Convertible Note, the Warrants and the Subscription Agreement contained in Item 1.01 of this Current
Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
On
December 18, 2020, the Company issued 836,551 Common Shares to Nordmin upon conversion of $450,000 in principal amount of the
Convertible Note at a conversion price of C$0.684 per share. The Convertible Note, the Warrants and such Common Shares were issued,
among other exemptions, pursuant to the exemption from the registration requirements of the Securities Act of 1933 provided by
Section 4(a)(2) thereof based upon representations and warranties of Nordmin in connection therewith.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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 hereunto duly authorized.
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NIOCORP DEVELOPMENTS LTD.
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By:
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/s/ Neal S. Shah
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Name: Neal S. Shah
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Title: Chief Financial Officer
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Date:
December 18, 2020
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