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: March 20, 2017
(Date of earliest event reported)
NioCorp
Developments Ltd.
(Exact Name of Registrant as Specified in 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 (Address of principal executive offices) |
80112
(Zip Code) |
Registrant’s telephone number, including area code: (720) 639-4647
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)) |
Item 1.01 Entry into a Material Definitive Agreement.
Lind Agreement Extension
As previously announced, on December 14, 2015, NioCorp Developments Ltd. (the “Company”) entered into a definitive convertible security funding agreement (the “Lind Agreement”) with an entity managed by The Lind Partners, a New York-based asset management firm (collectively with The Lind Partners, “Lind”). On March 20, 2017, the Company entered into an extension agreement with Lind (the “Lind Extension Agreement”) pursuant to which the Company and Lind agreed to extend for six (6) months the term of the Lind Agreement in relation to the term of first convertible security thereunder and clarify the 24 month term of the additional funding under the first convertible security.
Smith Extensions
On March 20, 2017, the Company extended the due date of Mark Smith’s previously announced 2015 Loan to the Company of $1 million by 12 months and the due date of Mr. Smith’s previously announced January 2017 Credit Facility by 6 months (collectively, the “Smith Extension Agreements”).
The above disclosure of the material terms of the Lind Extension Agreement and the Smith Extension Agreements are qualified in their entirety by the terms and conditions of such agreements which are filed as Exhibits 10.1-10.3 to this Current Report on Form 8-K and are hereby incorporated by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure regarding the Lind Extension Agreement and the Smith Extension Agreements contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.03 Material Modification to Rights of Security Holders.
The disclosure regarding the Lind Extension Agreement and the Smith Extension Agreements contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
Item 9.01. Exhibits.
| Exhibit | Description | |
| 10.1 | Lind Extension Agreement | |
| 10.2 | Smith 2015 Loan Extension Agreement | |
| 10.3 | Smith 2017 Credit Facility Extension Agreement |
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: March 23, 2017 | By: | /s/ Neal Shah |
| Neal Shah | ||
| Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT #3 TO CONTRACT
AGREEMENT , made and entered into this __ day of March, 2017, by and between NioCorp Developments Ltd. , of 7000 South Yosemite Street, Suite115, Centennial, CO 80112 (hereinafter referred to as "NioCorp") and Lind Asset Management IV, LLC , of 370 Lexington Ave, Suite 1900, New York, NY 10017 (hereinafter referred to as "Lind").
WITNESSETH
WHEREAS , NioCorp and Lind have previously entered into that certain "Convertible Security Funding Agreement" dated December 14, 2015, as amended by Amendment #1 To Contract dated September 26, 2016 and Amendment #2 To Contract dated December 20, 2016 (hereinafter collectively referred to as the "Contract"); and
WHEREAS , NioCorp and Lind wish to further amend the terms and conditions of the Contract as hereinafter provided;
NOW THEREFORE , in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, each to the other in hand paid, NioCorp and Lind agree that:
The definition of the word “Term” as it appears in Section 1.1 of the Contract is hereby deleted and replaced in its entirety with the following:
Term means:
| (a) | in respect of the First Convertible Security, the period commencing from the First Closing Date and ending on the date that is the earlier of: (i) thirty (30) months from the First Closing Date; or (ii) thirty (30) calendar days after the date on which there is nil Amount Outstanding for the First Convertible Security due to the Amount Outstanding having been fully converted and/ or fully repaid (including with any applicable premium); and |
| (b) | in respect of the Second Convertible Security, the period commencing from the Second Closing Date and ending on the date that is the earlier of: (i) twenty-four (24) months from the Second Closing Date; or (ii) thirty (30) calendar days after the date on which there is nil Amount Outstanding for the Second Convertible Security due to the Amount Outstanding having been fully converted and/ or fully repaid (including with any applicable premium). |
| (c) | In respect of the Subsequent First Convertible Security at the Request of the Investor, the period commencing from the date of the Subsequent First Convertible Security Closing at the Request of the Investor and ending on the date that is the earlier of: (i) twenty-four (24) months from the date of the Subsequent First Convertible Security Closing at the Request of the Investor; or (ii) thirty (30) calendar days after the date on which there is nil Amount Outstanding for the Subsequent First Convertible Security at the Request of the Investor due to the Amount Outstanding having been fully converted and/ or fully repaid (including with any applicable premium); and |
| (d) | In respect of the Subsequent First Convertible Security at the Request of the Company, the period commencing from the date of the Subsequent First Convertible Security Closing at the Request of the Company and ending on the date that is the earlier of: (i) twenty-four (24) months from the date of the Subsequent First Convertible Security Closing at the Request of the Company; or (ii) thirty (30) calendar days after the date on which there is nil Amount Outstanding for the Subsequent First Convertible Security at the Request of the Company due to the Amount Outstanding having been fully converted and/ or fully repaid (including with any applicable premium); and |
Sections 2.1(c) and (d) of the Contract are hereby deleted and replaced in their entirety with the following:
| (c) | at any time during the Term of the First Convertible Security, so long as any part of the Face Value of the First Convertible Security remains outstanding, the Investor may (at its absolute discretion) issue the Company with a written notice that it intends to increase the amount of the funding advanced under the First Convertible Security ( First Convertible Security Increase Notice from the Investor ) and within five (5) Trading Days of the issue of the First Convertible Security Increase Notice from the Investor, the Investor will advance to the Company, in immediately available funds a further US$1,000,000 (subject to any additional set off in this Agreement) with an implied interest rate of 10% per annum (being a Total Interest Amount of US$200,000 regardless of whether the Conversion and/or repayment of the entire Amount Outstanding for the First Convertible Security occurs before the expiry of the Term, subject to clause 5.4(d) ) , as additional consideration for the First Convertible Security, the Face Value of the First Convertible Security of which will increase by US$1,200,000 (said amount representing a further funding amount of US$1,000,000 plus an implied interest amount of US$200,000 and herein referred to as the Subsequent First Convertible Security at the Request of the Investor ) (the date on which such funds are received from the Investor by the Company constituting the Subsequent First Convertible Security Closing at the Request of the Investor ); |
| (d) | if the Amount Outstanding of the First Convertible Security has been reduced by at least US$1,200,000 further to the exercise by the Investor of its conversion rights under clause 5.2 hereunder, the Company may, within 90 days of the US$1,200,000 reduction, issue the Investor with a written notice requiring the Investor to increase the amount of the funding advanced under the First Convertible Security ( First Convertible Security Increase Notice from the Company ) and within thirty (30) Trading Days of the issue of the First Convertible Security Increase Notice from the Company, the Investor will advance to the Company, subject to no prior or current Event of Default and provided that at such time (i) the Market Capitalisation of the Company is above C$90,000,000, and (ii) the Company has at least US$1,000,000 of cash on its balance sheet in immediately available funds a further US$1,000,000 (subject to any additional set off in this Agreement) with an implied interest rate of 10% per annum (being a Total Interest Amount of US$200,000 regardless of whether the Conversion and/or repayment of the entire Amount Outstanding for the First Convertible Security occurs before the expiry of the Term, subject to clause 5.4) as additional consideration for the First Convertible Security, the Face Value of the First Convertible Security of which will increase by US$1,200,000 (said amount representing a further funding amount of US$1,000,000 plus an implied interest amount of US$200,000 and herein referred to as the Subsequent First Convertible Security at the Request of the Company ) (the date on which such funds are received from the Investor by the Company constituting the Subsequent First Convertible Security Closing at the Request of the Company ); |
Except as specifically set forth hereinabove, the Contract remains in full force and effect.
In witness whereof the parties have set their mutual hands and seals the day and date first above written.
| NioCorp Developments Ltd.: | Lind Asset Management IV, LLC: | |||
| By: | By: | |||
| Title | Title | |||
Exhibit 10.2
March 20, 2017
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite115
Centennial, CO 80112
Attention: John F. Ashburn Jr., Vice President & General Counsel
Dear Sirs/Mesdames:
| Re: |
Amending Agreement -
Loan Agreement between NioCorp Developments Ltd. and Mark Smith |
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 (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 March 20 th , 2017.
AMENDMENTS
| 1. | 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 three years following the Effective Date.
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 as of the 20 th day of March, 2017. | ||
| NIOCORP dEVELOPMENTS lTD. | ||
| By: | ||
| Name: John F. Ashburn Jr. | ||
| Title: Vice President & General Counsel | ||
| – 2 – |
Exhibit 10.3
March 20, 2017
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite115
Centennial, CO 80112
Attention: John F. Ashburn Jr., Vice President & General Counsel
Dear Sirs/Mesdames:
| Re: |
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 th , 2017 (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 March 20 th , 2017.
AMENDMENTS
| 1. | 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, 2018.
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 as of the 20 th day of March, 2017. | ||
| NIOCORP dEVELOPMENTS lTD. | ||
| By: | ||
| Name: John F. Ashburn Jr. | ||
| Title: Vice President & General Counsel | ||
| – 2 – |