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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

 

Date of Report (Date of earliest event reported): February 28, 2023

 

NioCorp Developments Ltd.

 

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada
(State or other jurisdiction
of incorporation)		 000-55710
(Commission File Number)		 98-1262185
(IRS Employer
Identification No.)

 

7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (720) 639-4647

 

(Former name or former address, if changed since last report)

 

 

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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Not Applicable Not Applicable Not Applicable

 


 

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. ☐

 
 

 

Item 1.01Entry into a Material Definitive Agreement.

 

As previously disclosed, NioCorp Developments Ltd. (the “Company”) entered into a $3.5 million non-revolving credit facility agreement, dated January 16, 2017 (as amended on March 20, 2017, April 6, 2018, May 31, 2019, January 17, 2020, April 3, 2020, June 10, 2020, December 14, 2020, December 13, 2021, and June 29, 2022, the “Smith Credit Facility”), by and between the Company and Mr. Mark A. Smith, the Company’s Chief Executive Officer, President, and Executive Chairman.

 

On February 28, 2023, the Company and Mr. Smith entered into an amending agreement to the Smith Credit Facility (the “Smith Credit Facility Extension Agreement”), increasing the size of the facility to $4.0 million.

 

The above description of the Smith Credit Facility Extension Agreement is qualified in its entirety by reference to the Smith Credit Facility Extension 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.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure regarding 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. 

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit   Description
10.1   Smith Credit Facility Extension Agreement
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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.

 

  NIOCORP DEVELOPMENTS LTD.
     
DATE: February 28, 2023 By: /s/ Neal S. Shah
   

Neal S. Shah

Chief Financial Officer

 

 

 

 

 

 Exhibit 10.1

 

February 28, 2023

NioCorp Developments Ltd.

7000 South Yosemite Street, Suite115
Centennial, CO 80112

Attention: Neal Shah, CFO

Dear Sirs/Mesdames:

Re:10th Amending Agreement -
Credit Facility Agreement between NioCorp Developments Ltd. and Mark Smith

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, February 26, 2018, May 14, 2019, January 10, 2020, April 2, 2020, June 10, 2020, December 14, 2020, December 13, 2021, and June 29, 2022 (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

1.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):

 
 

 

 

(b)“Credit Facility” means the non-revolving credit facility in the amount of up to $4,000,000 which will be made available by the Lender to the Borrower in accordance with the terms hereof;
2.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):
(d)not cause the total Principal advanced to exceed $4,000,000; and

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

      /s/ Mark A. Smith                  

 

Accepted by Borrower as of the 28th day of February, 2023.

NIOCORP dEVELOPMENTS lTD.

By: /s/ Neal S. Shah                 

     Name: Neal S. Shah
     Title: Chief Financial Officer