NioCorp Developments Ltd. (TSE:NB) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
On May 16, 2017, NioCorp Developments Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), subject to regulatory approval, with an underwriter (the “Underwriter”), to which the Underwriter has agreed to purchase, on a bought deal short form prospectus basis, 3,077,000 units of the Company (the “May 2017 Units”) at a price of C$0.65 per May 2017 Unit for gross proceeds to the Company of C$2,000,050 (the “May 2017 Offering”), subject to an option to increase the size of the May 2017 Offering by up to 15% in May 2017 Units. Each May 2017 Unit will consist of one common share (“Common Share”) of the Company and one transferable common share purchase warrant (collectively, the “Offering Warrants”), with each Offering Warrant entitling the holder to acquire one Common Share at a price of C$0.85 at any time prior to the date which is three years following completion of the May 2017 Offering.
to the Underwriting Agreement, the Underwriter will receive a total cash commission of C$149,504 (assuming the Underwriter’s option to increase the size of the May 2017 Offering by up to 15% in May 2017 Units is exercised in full). The Underwriter will also receive up to an aggregate of 230,006 transferable common share purchase warrants (the “Compensation Warrants” and, collectively with the Offering Warrants, the “Warrants”), with each Compensation Warrant entitling the holder to acquire one Common Share at a price of C$0.65 at any time prior to the date which is three years following completion of the May 2017 Offering.
The Warrants will be issued to the terms and conditions of a Warrant Indenture, to be entered into by and between the Company and Computershare Trust Company of Canada, dated as of the completion of the May 2017 Offering.
The securities described above have not been registered under the Securities Act of 1933 (the “Securities Act”) or any state securities laws of any state of the United States and are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act. The securities will be issued to investors based on the representations of such investors to the Company to the exclusion from the registration requirements of the Securities Act provided by Regulation S under the Securities Act and to the exemption from the registration requirements of the Securities Act provided by Rule 506(b) of Regulation D under the Securities Act.
Under the terms of the Underwriting Agreement, the Company has also agreed, subject to certain conditions, to file a registration statement with the United States Securities and Exchange Commission under the Securities Act to register the resale of the Common Shares underlying the Units, the Warrants and the Common Shares issuable upon exercise of the Warrants. The Company further agreed to use its commercially reasonable efforts to maintain the registration statement or post-effective amendment thereto effective until the earlier of the date (i) all of the registrable securities thereunder have been sold to such registration statement or Rule 144 of the Securities Act, if available, or (ii) three years following completion of the May 2017 Offering.
About NioCorp Developments Ltd. (TSE:NB)
NioCorp Developments Ltd. is an exploration-stage company. The Company is a mineral exploration/development company engaged in the acquisition, exploration and development of mineral properties. The Company operates through a segment consisting of exploration and development of mineral deposits in North America, specifically, the Elk Creek Niobium/Scandium/Titanium property (the Elk Creek Project) located in Southeastern Nebraska. The Company also holds an interest in a mineral exploration property located in Canada. The Company’s Elk Creek Project is a niobium and scandium exploration project that also contains titanium. The Elk Creek Project is located approximately 75 kilometers southeast of Lincoln, Nebraska, the state capital of Nebraska. The Company has not generated any revenues. Its subsidiaries include 0896800 BC Ltd., Elk Creek Resources Corp. and Silver Mountain Mines Corp. NioCorp Developments Ltd. (TSE:NB) Recent Trading Information
NioCorp Developments Ltd. (TSE:NB) closed its last trading session down -0.020 at 0.660 with 134,466 shares trading hands.
