NIOCORP DEVELOPMENTS LTD

NioCorp closed a $100.0 million public stock offering, its largest capital raise yet, to keep funding the Elk Creek Project toward commercial operation.

material agreement

NioCorp's subsidiary NioCorp Advanced Metals and Alloys bought substantially all the assets of FEA Materials, a maker of aluminum-scandium master alloy and alloy, for $8.4 million. It also assumed certain specified liabilities.

asset acquisition disposition

NioCorp's board adopted a six-month shareholder rights plan (a "poison pill") to guard against an unsolicited takeover attempt, though it said it was not aware of any actual takeover threat.

security holder rights change

NioCorp closed a $60.0 million public stock offering, its largest capital raise to date, through placement agent Maxim Group.

material agreement

NioCorp closed a public stock offering for total gross proceeds of about $20.8 million, one of its largest capital raises since going public on Nasdaq.

material agreement

NioCorp sold $8 million of unsecured notes to Yorkville and Lind Global Fund II for $6.96 million in cash, plus warrants. Repayments of $1.4 million of principal plus an 8% premium are due monthly from June 2024, and the notes convert at a fixed $2.75 per share.

capital raising announcement

NioCorp signed subscription agreements for a US$1.29 million private placement of 413,432 units, with closing expected around December 22, 2023. Officers and directors subscribed for 138,845 units at US$3.205, versus US$3.08 for the other investors.

capital raising announcement

NioCorp missed the deadline for its March 2023 quarterly report because integrating GX Acquisition Corp. II and accounting for the merger was complex. Nasdaq sent a late-filing notice with no immediate effect on trading and gave it 60 days to submit a compliance plan.

listing compliance notice

NioCorp's audit committee concluded on May 19, 2023 that its financial statements for the quarters ended September 30 and December 31, 2022 should not be relied on. The Lind Consent had been accounted for under the wrong standard, so the company planned to restate both quarters.

financial restatement

NioCorp closed its merger with GX Acquisition Corp. II on March 17, 2023. It did a 10-for-1 reverse stock split, and its shares and warrants were due to begin trading on Nasdaq on March 21 under NB and NIOBW, alongside its continuing Toronto listing.

business combination

the exchange certified NIOCORP DEVELOPMENTS LTD's securities for listing, clearing them to begin trading.

listing compliance notice

NioCorp announced a 1-for-10 reverse stock split, to take effect once its GXII merger closes and its shares begin trading on Nasdaq.

merger communication

NioCorp shareholders overwhelmingly approved (over 95% support) the GXII merger and the related Yorkville financing package at a special meeting.

business combination

Amendment No. 3 turned the Yorkville letters of intent into signed agreements dated 26 January -- $16 million of 5% convertible debentures running 18 months, extendable to 24, plus the $65 million equity facility, up to $80.36 million in all for Elk Creek -- and set out their events of default. Two other facts surfaced with it: GX had filed on 20 January to push its own deadline for completing a business combination from 22 March out to no later than 22 June 2023, and NioCorp had signed a non-binding term sheet with Lind Global Fund II for a $2.0 million bridge at a $2.2 million face value to pay for the Elk Creek feasibility study update.

business combination

Signed its largest and most consequential financing yet: up to $16 million of unsecured convertible debentures with Yorkville Advisors Global (an initial $10 million closing, $6 million more available later), 5% interest (15% in default) and forced monthly redemptions of $1.125 million plus a 7% premium once triggered -- capital that helped fund the pending GX Acquisition Corp. II merger already on record.

capital raising announcement

Amendment No. 1 put numbers on what the sponsor stands to make. GX Sponsor II LLC paid $25,000 for 7,500,000 founder shares and $8.5 million for founder warrants, and would hold 7.1% to 11.7% of the combined company if no GX holder redeems, or 14.3% to 22.2% if the maximum do -- worth $39.1 million to $67.1 million at NioCorp's then $0.82 share price. GenCap Mining Advisory's fairness opinion was added as an annex, along with a Nasdaq change-of-control analysis and a separate quorum amendment for NioCorp's own articles.

business combination

NioCorp registered the shares for its reverse merger with GX Acquisition Corp. II, the blank-cheque company whose trust would help fund the Elk Creek niobium, scandium and titanium project in Nebraska: each GX share converts at a fixed 11.1829212 NioCorp shares, and NioCorp picks up a Nasdaq listing alongside its Toronto one. How much cash actually arrives depends on how many GX holders take their money out of the trust instead, which is why the filing already contemplates a $65 million standby equity facility with Yorkville alongside it.

business combination

NioCorp's audit committee found an accounting error in how it recorded deferred financing costs and debt discounts when past loans were extinguished, forcing a restatement of its fiscal 2021 and 2022 financial statements.

financial restatement

NioCorp agreed to combine with Nasdaq-listed SPAC GX Acquisition Corp. II, a deal that could bring in up to $285 million in cash and would finally give NioCorp a U.S. Nasdaq listing alongside its existing Toronto listing.

business combination

Closed the placement at C$4.78 million (4,981,035 units at C$0.96) and extended CEO Mark Smith's personal $3.5 million credit facility -- first entered in January 2017 and amended repeatedly since -- for another year, to June 2023.

capital raising announcement

Closed the placement at C$6.2 million (4,334,157 units at C$1.43) -- a share price roughly 3x higher than its typical 2018-2019 raises, reflecting a real recovery in investor sentiment.

capital raising announcement

Signed by far its largest Lind Partners facility yet: a $10 million advance for an $11.7 million face convertible security (8.5% implied interest) plus 8.56 million warrants at C$0.97 -- roughly 5-10x the size of any prior Lind tranche, a major step-up in available capital as the Elk Creek project advanced toward feasibility.

capital raising announcement

Brought in a new lender by necessity: engineering contractor Nordmin Engineering Ltd agreed to convert past-due service fees into a $1.87 million convertible note plus warrants rather than being paid in cash, and immediately converted $450,000 of it into shares the same day -- a vendor-financing arrangement that signals continued cash tightness.

capital raising announcement

NioCorp filed its 2019 feasibility study for the Elk Creek Project, showing a higher $2.57 billion pre-tax project value, stronger returns and a longer mine life than its 2017 study.

resource reserve update

Converted $1.05 million more Lind principal across three monthly tranches at prices between C$0.45 and C$0.51, and separately collected C$86,250 from warrant holders exercising at C$0.75.

capital raising announcement

Closed the final tranche of the placement (C$1.3 million more, total C$3.14 million raised) and converted $350,000 more Lind principal at C$0.458/share.

capital raising announcement

Closed the first tranche of the upsized placement, C$1.84 million (2,917,587 units at C$0.63).

capital raising announcement

Signed a brand-new convertible security funding agreement with Lind Partners (superseding the fully-drawn December 2015 facility): a $1.0 million advance for an $1.2 million face convertible security at 10% implied interest -- a second-generation version of the same financing relationship.

capital raising announcement

Converted $575,000 more Lind principal and gave notice of yet another $1.0 million Convertible Security Increase to the facility.

capital raising announcement

Drew $1.5 million of a new $2.5 million 'Second Tranche Increase' on the Lind facility, issuing 1.5 million more warrants -- a fresh expansion of the note just as the original facility was nearly exhausted.

capital raising announcement

Converted roughly $1.15 million more Lind note principal across four separate conversions in six weeks, at the lowest prices yet (down to C$0.36-0.44/share) -- a clear sign of share-price weakness heading into 2018.

capital raising announcement

Converted US$500,000 more of the Lind note, and closed a brokered private placement through Mackie Research Capital for about C$1.93 million (2,962,500 units at C$0.65, 6.5% commission). It replaced the May bought deal, which was terminated because a final prospectus could not be receipted until the feasibility study technical report was filed.

capital raising announcement

Moved beyond non-brokered placements for the first time, entering an underwritten 'bought deal' for 3,077,000 units at C$0.65 (C$2.0 million gross, plus a 15% over-allotment option) -- a more institutional financing channel than its prior private placements and Lind draws.

capital raising announcement

Closed the second and final tranche of the private placement, C$2.45 million more (3,503,989 units at C$0.70) -- bringing the total raise to about C$5.15 million and pushing shares outstanding to 195.4 million.

capital raising announcement

Converted $1.025 million more of Lind Partners note principal into shares, and closed the first tranche of the upsized private placement for C$2.7 million (3,860,800 units at C$0.70) -- also disclosing that a new 'Convertible Security Increase' to the Lind facility converts at 85% of the 5-day VWAP, a steep discount.

capital raising announcement

NioCorp disclosed it had only two to three months of cash on hand and would need to raise $4-6 million within the year to keep funding the Elk Creek Project - a going-concern-level liquidity warning.

resource reserve update

Converted $550,000 of principal on its December 2015 Lind Partners convertible note into shares at falling prices (C$0.68 then C$0.61), and separately raised about C$1.96 million from private investors exercising outstanding warrants at C$0.65 -- the first Lind Partners and warrant-exercise activity captured in this company's story.

capital raising announcement