Additional Proxy Soliciting Materials (definitive) (defa14a)
October 22 2021 - 7:32AM
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 ☒
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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☐
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Definitive
Proxy Statement
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☒
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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
Important
Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to Be Held on December 2, 2021
Dear
Shareholder:
You
are receiving this Notice-and-Access Notification because NioCorp Developments Ltd. (the "Company") has decided to use the
notice-and-access model for delivery of meeting materials for its 2021 Annual General Meeting (the "Meeting") to its registered
shareholders and Canadian and United States beneficial shareholders. This Notice-and-Access Notification regarding the Meeting is prepared
pursuant to 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 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, Management Information and Proxy Circular (the "Information Circular"), 2021 Annual Report and form of proxy (the
“Proxy” and, together with the Notice of Meeting, the Information Circular and the 2021 Annual Report, the "Meeting
Materials"), shareholders receive this Notice-and-Access Notification 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.
MEETING
DATE AND LOCATION
WHEN:
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Thursday,
December 2, 2021
10:00 a.m. Mountain Time
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WHERE:
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7000
S. Yosemite Street
Lower
Level Conference Room
Centennial, 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 15, 2021 may vote at the
Meeting or any adjournment or postponement of the Meeting. The purposes of the Meeting are:
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1.
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Financial
Statements: Shareholders will receive and consider the audited financial statements of
the Company for the year ended June 30, 2021, together with the auditor’s report thereon.
Information can be found in the “Financial Statements” section of the Information
Circular.
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2.
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Fixing
Number of Directors: Shareholders will be asked to set the number of directors of the
Company at six (6). Information can be found in the “Particulars of Matters to Be Acted
Upon – I and II – Number and Election of Directors" section of the Information
Circular. The Company’s management recommends a vote “FOR” fixing the
number of directors of the Company at six (6).
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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
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Page 2
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Annual General Meeting of Shareholders on December 2, 2021
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3.
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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 “Particulars of Matters to Be Acted Upon – I
and II– Number and Election of Directors" section of the Information Circular.
The Company’s management recommends a vote “FOR” each of the nominees
for director named in the Proxy.
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4.
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Appointment
of Independent Auditors: Shareholders will be asked to appoint BDO USA, LLP as auditors
of the Company to hold office until the next annual general meeting and to authorize the
Board of Directors to fix their remuneration through the Audit Committee. Information can
be found in the “Particulars of Matters to Be Acted Upon – III – Appointment
of Auditors” section of the Information Circular. The Company’s management
recommends a vote “FOR” (i) the appointment of BDO USA, LLP as the auditors of
the Company and (ii) the authorization of the Board to fix their remuneration through the
Audit Committee.
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5.
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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 "Information About Proxies"
section of the Information Circular.
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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 https://www.niocorp.com/investor-center/annual-meetings/ for up to one year from the date of this Notice-and-Access Notification.
HOW
TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS
You can
obtain a paper copy of the Meeting Materials, free of charge, by providing your name and mailing address to the Company in one of the
following manners:
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1.
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Calling
the Company toll free at (855) 264-6267;
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2.
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Contacting
the Company via email at ir@NioCorp.com; or
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3.
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Sending
a request to the Company’s headquarters at: NioCorp Developments Ltd., 7000 South Yosemite
Street, Suite 115, Centennial, CO 80112, ATTN: Corporate Secretary.
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Requests
may be made up to one (1) year from the date the Information Circular was filed on SEDAR, but requests should be received at least five
(5) business days in advance of November 30, 2021, being the proxy cut-off date for voting at the Meeting, in order to receive the Meeting
Materials 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.
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
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Page 3
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Annual General Meeting of Shareholders on December 2, 2021
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VOTING
PLEASE
NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE-AND-ACCESS NOTIFICATION. To vote your securities, you are asked to return your
proxy using one of the following methods not later than 10:00 a.m. Mountain Time, on November 30, 2021, 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:
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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 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 countries) 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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