UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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): January 17, 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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____________________________
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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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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”) entered into a $2.0 million non-revolving credit facility agreement, dated
January 16, 2017 (as amended on March 20, 2017, April 6, 2018, and May 31, 2019, the “Smith Credit Facility”), by
and between the Company and Mark A. Smith, the Company’s Chief Executive Officer, President, Executive Chairman and
Director.
On January 17, 2020, the Company and Mr. Smith
entered into an amending agreement to the Smith Credit Facility (the “Smith Credit Facility Amending Agreement”),
increasing the limit of the non-revolving credit facility to $2.5 million.
The above description of the Smith Credit Facility
Amending Agreement is qualified in its entirety by reference to the Smith Credit Facility Amending Agreement, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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 Credit Facility
Amending 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: January 17, 2020
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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
January
10, 2020
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, 2017 and as amended March 20, 2017 and February 26, 2018 and May 14, 2019 (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.
AMENDMENTS
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1.
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Section 1.1(b)
of the Credit Facility Agreement shall be deleted and replaced in its entirety
with the following new Section 1.1(b):
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(b)
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“Credit
Facility” means the non-revolving credit facility in the amount of up to $2,500,000
which will be made available by the Lender to the Borrower in accordance with the terms
hereof;
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2.
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Section 2.7(d)
of the Credit Facility Agreement shall be deleted and replaced in its entirety with the
following new Section 2.7(d):
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(d)
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not
cause the total Principal advanced and interest on all Principal to exceed $2,500,000;
and
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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,
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MARK A. SMITH
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/s/ Mark A. Smith
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Accepted by Borrower as of the 17th day of January,
2020.
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NIOCORP dEVELOPMENTS lTD.
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By:
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/s/
John F. Ashburn Jr.
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Name:
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John F. Ashburn Jr.
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Title:
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Vice President & General Counsel
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