EX-FILING FEES 6 exh107.htm FILING FEE TABLE

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

NioCorp Developments Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1—Newly Registered and Carry Forward Securities

 

  Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date

Filing Fee

Previously

Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities
Fees to Be Paid Equity Common Shares, without par value Other(2) 3,511,452 $6.68(2) $23,456,500(2) $110.20 per $1,000,000 $2,584.91(2)        

Fees

Previously

Paid

 Equity Common Shares, without par value 457(a)(3) 7,077,165.8 $9.699(3) $68,641,431(3) $110.20 per $1,000,000 $7,564.29(3) — — — —
Carry Forward Securities

Carry

Forward

Securities

 — — — — — — — — — — — —
  Total Offering Amounts   $92,097,932   $10,149.20        
  Total Fees Previously Paid       $7,564.29        
  Total Fee Offsets       —        
  Net Fees Due       $2,584.91        

 

 

(1) Represents an aggregate of 10,588,617 common shares, without par value (“Common Shares”), of NioCorp Developments Ltd. (the “Company”) that will be offered for sale by YA II PN, Ltd., as the selling shareholder (the “Selling Shareholder”) named in the prospectus that forms a part of the Company’s registration statement on Form S-3 (File No. 333-270542), initially filed on March 15, 2023 (the “Initial Registration Statement”), as amended by Amendment No. 1 to the Initial Registration Statement with which this exhibit is being filed (“Amendment No. 1”; the Initial Registration Statement, as amended by Amendment No. 1, the “Registration Statement”). The Initial Registration Statement included

 

 

for registration an aggregate of 70,771,658 Common Shares, with respect to which a registration fee based on a bona fide estimate of the maximum offering price, computed in accordance with Rule 457 under the Securities Act of 1933, as amended (the “Securities Act”), was paid at the time of filing the Initial Registration Statement, as described below in note 3. Subsequently, on March 17, 2023, the Company consummated the transactions contemplated by the Business Combination Agreement, dated September 25, 2022, among the Company, GX Acquisition Corp. II and Big Red Merger Sub Ltd, including effecting a reverse stock split with respect to the Common Shares at a ratio of 10-for-1 (the “Reverse Stock Split”). The Company is registering an additional 3,511,451.2 Common Shares under Amendment No. 1, being the difference between the aggregate of 10,588,617 Common Shares being registered under the Registration Statement and the 7,077,165.8 Common Shares included for registration under the Initial Registration Statement, after giving effect to the Reverse Stock Split. Concurrently with the filing of Amendment No. 1, the Company is paying a registration fee with respect to 3,511,452 Common Shares, representing such additional Common Shares being registered under Amendment No. 1, rounded up to the nearest whole share, computed as described below in note 2.

The aggregate of 10,588,617 Common Shares being registered under the Registration Statement consists of (a) 81,213 Common Shares issued by the Company to the Selling Shareholder as consideration for the Selling Shareholder’s irrevocable commitment to purchase Common Shares under the Standby Equity Purchase Agreement, dated January 26, 2023 (the “Purchase Agreement”), between the Company and the Selling Shareholder, and (b) 10,507,404 Common Shares that are available to be issued and sold by the Company to the Selling Shareholder from time to time at the Company’s election pursuant to the Purchase Agreement, subject to certain limitations and the satisfaction of certain conditions.

Pursuant to Rule 416(a) under the Securities Act, the Common Shares being registered under the Registration Statement include such indeterminate number of additional Common Shares as may be issuable as a result of stock splits, stock dividends or similar transactions with respect to the Common Shares being registered under the Registration Statement. Additionally, pursuant to Rule 416(b) under the Securities Act, if prior to the completion of the distribution of the Common Shares registered under the Registration Statement all Common Shares are combined by a reverse stock split into a lesser number of Common Shares, the number of undistributed Common Shares covered by the Registration Statement shall be proportionately reduced.

(2) Estimated solely for the purpose of calculating the amount of registration fee with respect to the additional Common Shares being registered under Amendment No. 1 that were not included for registration under the Initial Registration Statement pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per unit and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Common Shares as of April 11, 2023 as quoted on The Nasdaq Global Market of $6.68.

(3) Estimated in connection with the filing of the Initial Registration Statement solely for the purpose of calculating the amount of registration fee with respect to the Common Shares included for registration under the Initial Registration Statement pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per unit and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Common Shares as of March 10, 2023 as quoted on the OTCQX of $0.9699 (or $9.699 after giving effect to the Reverse Stock Split). The Common Shares did not begin trading on The Nasdaq Global Market until March 21, 2023. Pursuant to Rule 457(a) under the Securities Act, the registration fee being paid concurrently with the filing of Amendment No. 1 does not include the $7,564.29 registration fee with respect to the Common Shares included for registration under the Initial Registration Statement paid in connection with the filing of the Initial Registration Statement.