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
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Date
of Report (Date of earliest event reported): May 31, 2019
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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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☐
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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:
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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. ☒
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Item
1.01
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Entry
into a Material Definitive Agreement.
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Smith
Extensions
As
previously disclosed, NioCorp Developments Ltd. (the “Company”) received a loan of $1.5 million from Mark A. Smith,
the Company’s Chief Executive Officer, President, Executive Chairman and Director, pursuant to a loan agreement, dated June
17, 2015 (as amended on July 13, 2016, March 20, 2017 and April 6, 2018, the “Smith Loan”), by and between the Company
and Mr. Smith. Also as previously disclosed, the Company entered into a $2.0 million non-revolving credit facility agreement,
dated January 16, 2017 (as amended on March 20, 2017 and April 6, 2018, the “Smith Credit Facility”), by and between
the Company and Mr. Smith.
On
May 31, 2019, the Company and Mr. Smith entered into amending agreements to each of the Smith Loan (the “Smith Loan
Extension Agreement”) and the Smith Credit Facility (the “Smith Credit Facility Extension Agreement”),
extending the maturity dates of the Smith Loan and the Smith Credit Facility to June 17, 2020 and June 16, 2020, respectively.
The
above description of the Smith Loan Extension Agreement and the Smith Credit Facility Extension Agreement is qualified in its
entirety by reference to the Smith Loan Extension Agreement and the Smith Credit Facility Extension Agreement, copies of which
are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference
into this Item 1.01.
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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 Smith Loan Extension Agreement and the Smith Credit Facility Extension Agreement contained in Item 1.01
of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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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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DATE: June 5, 2019
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By:
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/s/ Neal
S. Shah
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Neal
S. Shah
Chief
Financial Officer
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Exhibit 10.1
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MARK A. SMITH
EXECUTIVE CHAIRMAN AND CEO
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May
14, 2019
NioCorp
Developments Ltd.
7000
South Yosemite Street, Suite115
Centennial, CO 80112
Attention:
John F. Ashburn Jr., Vice President & General Counsel
Dear
Sirs/Mesdames:
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Re:
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Amending
Agreement -
Loan Agreement between NioCorp Developments Ltd. and Mark Smith
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Pursuant
to a loan agreement between NioCorp Developments Ltd. (the "Borrower") and Mark Smith (the "Lender") dated
June 17
th
, 2015 and as amended July 13
th
, 2016, March 20, 2017 and February 26
th
, 2018 (the "Loan
Agreement"), the Lender advanced a loan to the Borrower on the terms and conditions set out therein.
The
Borrower and the Lender wish to amend the Loan Agreement in the manner set forth herein.
INTERPRETATION
All
words and expressions defined in the Loan Agreement have the same meaning when used herein. Reference to the Loan Agreement includes
amendments thereto from time to time, including the amendments made by this amending agreement. All references herein to sections
of or schedules to an agreement other than this amending agreement are to sections of and schedules to the Loan Agreement, unless
otherwise expressly stated. Clause headings are for reference only.
EFFECTIVE
DATE
The
provisions of the Loan Agreement are amended as set out in this amending agreement effective as of the date of acceptance by Borrower
below.
AMENDMENTS
Section
1.1(h) of the Loan Agreement shall be deleted and replaced in its entirety with the following new Section 1.1(h):
“
Term
”
means a period commencing on the Effective Date, being the date the Lender advanced the Principal to the Borrower, and expiring
five years following the Effective Date.
TSX
: NB OTCQX : NIOBF FSE : BR3
7000
SOUTH YOSEMITE STREET, SUITE 115, CENTENNIAL, CO 80112
TEL:
720.639.4647
www.NioCorp.com
MISCELLANEOUS
With
the exception of the foregoing amendments, the Loan Agreement and general security agreement executed in connection therewith
continue in full force and effect unamended.
This
amending agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
(including by facsimile transmission or as a pdf attachment to an e-mail) shall constitute an original, but all such counterparts
when taken together shall constitute one and the same instrument.
Please
indicate your acceptance of this amending agreement by signing and returning the enclosed duplicate copy of this letter.
Yours
truly,
MARK A. SMITH
Accepted
by Borrower
as of the 31
st
day of May, 2019.
NIOCORP
DEVELOPMENTS LTD.
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By:
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/s/ John F. Ashburn
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Name: John F. Ashburn Jr.
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Title: Vice President & General Counsel
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TSX
: NB OTCQX : NIOBF FSE : BR3
7000
SOUTH YOSEMITE STREET, SUITE 115, CENTENNIAL, CO 80112
TEL:
720.639.4647
www.NioCorp.com
Exhibit 10.2
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MARK A. SMITH
EXECUTIVE CHAIRMAN AND CEO
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May
14, 2019
NioCorp
Developments Ltd.
7000
South Yosemite Street, Suite115
Centennial, CO 80112
Attention:
John F. Ashburn Jr., Vice President & General Counsel
Dear
Sirs/Mesdames:
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Re:
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Amending
Agreement -
Credit Facility Agreement between NioCorp Developments Ltd. and Mark Smith
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Pursuant
to a credit facility agreement between NioCorp Developments Ltd. (the "Borrower") and Mark Smith (the "Lender")
dated January 16
th
, 2017 and as amended March 20, 2017 and February 26, 2018 (the "Credit Facility Agreement"),
the Lender advanced a loan to the Borrower on the terms and conditions set out therein.
The
Borrower and the Lender wish to amend the Credit Facility Agreement in the manner set forth herein.
INTERPRETATION
All
words and expressions defined in the Credit Facility Agreement have the same meaning when used herein. Reference to the Credit
Facility Agreement includes amendments thereto from time to time, including the amendments made by this amending agreement. All
references herein to sections of or schedules to an agreement other than this amending agreement are to sections of and schedules
to the Credit Facility Agreement, unless otherwise expressly stated. Clause headings are for reference only.
EFFECTIVE
DATE
The
provisions of the Credit Facility Agreement are amended as set out in this amending agreement effective as of the date of acceptance
by Borrower below.
TSX
: NB OTCQX : NIOBF FSE
: BR3
7000
SOUTH YOSEMITE STREET, SUITE 115, CENTENNIAL, CO 80112
TEL:
720.639.4647
www.NioCorp.com
AMENDMENTS
Section
1.1(K) of the Credit Facility Agreement shall be deleted and replaced in its entirety with the following new Section 1.1(k):
“
Term
”
means a period commencing on the Effective Date and expiring June 16, 2020.
MISCELLANEOUS
With
the exception of the foregoing amendments, the Credit Facility Agreement shall continue in full force and effect unamended.
This
amending agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered
(including by facsimile transmission or as a pdf attachment to an e-mail) shall constitute an original, but all such counterparts
when taken together shall constitute one and the same instrument.
Please
indicate your acceptance of this amending agreement by signing and returning the enclosed duplicate copy of this letter.
Yours
truly,
MARK
A. SMITH
Accepted
by Borrower
as of the 31
st
day of May, 2019.
NIOCORP
DEVELOPMENTS LTD.
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By:
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/s/ John F. Ashburn
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Name: John F. Ashburn Jr.
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Title: Vice President & General Counsel
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TSX
: NB OTCQX : NIOBF FSE
: BR3
7000
SOUTH YOSEMITE STREET, SUITE 115, CENTENNIAL, CO 80112
TEL:
720.639.4647
www.NioCorp.com