NIOCORP DEVELOPMENTS LTD — Regulatory Filings 2019

Jun 5, 2019

8-K 1 s118831_8k.htm 8-K

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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

| Date
of Report (Date of earliest event reported): May 31, 2019 | | |
| --- | --- | --- |
| 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. ☒

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Item 1.01 Entry into a Material Definitive Agreement.

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.

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 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

Exhibit	Description
10.1	Smith Loan Extension Agreement
10.2	Smith Credit Facility Extension Agreement

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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.

| /s/ Neal
S. Shah |
| --- |
| Neal
S. Shah Chief
Financial Officer |

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