S-8

As filed with the Securities and Exchange Commission on December 27, 2017

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NIOCORP DEVELOPMENTS LTD.
(Exact name of Registrant as specified in its charter)

British Columbia, Canada (State or other jurisdiction of Incorporation or organization)	98-1262185 (I.R.S. Employer Identification No.)
7000 South Yosemite Street, Suite 115 Centennial, Colorado (Address of Principal Executive Offices)	80112 (Zip Code)
NIOCORP DEVELOPMENTS LTD. LONG TERM INCENTIVE PLAN (Full title of the plan)
CT Corporation 111 Eighth Avenue 13th Floor New York, New York 10011 (800) 624-0909 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Christopher M. Kelly, Esq. Jones Day North Point 901 Lakeside Avenue Cleveland, Ohio 44114 (216) 586-3939

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒  (Do not check if a smaller reporting company)
	Smaller reporting company ☐
	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 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (US$)	Proposed Maximum Aggregate Offering Price (US$)	Amount of Registration Fee (US$)
Common Shares, without par value	3,925,000 (1)(2)	$0.3691 (3)	$1,448,717.50 (4)	$180.37
Common Shares, without par value	16,787,423 (2)(5)	$0.44 (6)	$7,386,466.21 (4)	$919.62
Total	20,712,423 (2)(7)		$8,835,183.71 (4)	$1,099.99

(1) Common Shares, without par value (the “Common Shares”), available for issuance by NioCorp Developments Ltd. (the “Registrant”) pursuant to options granted and outstanding under the NioCorp Developments Ltd. Long Term Incentive Plan (the “2017 Plan”) as of December 27, 2017.

(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional Common Shares as may become issuable pursuant to the anti-dilution provisions of the 2017 Plan.

(3) Calculated in accordance with Rule 457(h)(1) under the Securities Act based on the weighted average exercise price of unregistered options granted and outstanding under the 2017 Plan as of December 27, 2017 of C$0.47 converted into United States dollars based on the noon exchange rate as reported by the Bank of Canada on December 21, 2017 of C$1.2734 = US$1.00.

(4) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act.

(5) Represents the maximum number of Common Shares that remain available for issuance pursuant to the 2017 Plan as of December 27, 2017.

(6) Calculated in accordance with Rule 457(c) and (h) under the Securities Act based on the average of the high and low bid prices ($0.46 and $0.42, respectively) for the Common Shares on December 21, 2017 as quoted on the OTCQX.

(7) Represents the maximum number of Common Shares issuable pursuant to the 2017 Plan being registered hereon.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange Commission (the “Commission”), are incorporated in this Registration Statement by reference:

(a) the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017;

(b) the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017;

(c) the Registrant’s Current Reports on Form 8-K filed with the Commission on August 1, 2017, August 16, 2017, October 3, 2017, November 13, 2017 and December 27, 2017; and

(d) the description of the Registrant’s Common Shares, without par value, contained in its registration statement on Form 8-A filed with the Commission on October 28, 2016 pursuant to Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), together with all amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission) subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The corporate laws of British Columbia allow the Registrant, and its corporate articles require it (subject to the provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) noted below), to indemnify its directors, former directors, alternate directors and their heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Registrant must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding if the eligible party has not been reimbursed for those expenses and is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding. Each director and alternate director is deemed to have contracted with the Registrant on the terms of the indemnity contained in the Registrant’s articles.

For the purposes of such an indemnification:

“eligible party,” in relation to the Registrant, means an individual who:

(1) is or was a director or officer of the Registrant;

(2) is or was a director or officer of another corporation:

(i) at a time when the corporation is or was an affiliate of the Registrant; or

(ii) at the request of the Registrant; or

(3) at the request of the Registrant, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity;

and includes, except in the definition of “eligible proceeding” and certain other cases, the heirs and personal or other legal representatives of that individual;

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

“eligible proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Registrant or an associated corporation:

(1) is or may be joined as a party; or

(2) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

“expenses” includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and

“proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

In addition, under the BCBCA, the Registrant may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding, provided that the Registrant first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by the restrictions noted below, the eligible party will repay the amounts advanced.

Notwithstanding the provisions of the Registrant’s articles noted above, the Registrant must not indemnify an eligible party or pay the expenses of an eligible party, if any of the following circumstances apply:

(1) if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the Registrant was prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

(2) if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the Registrant is prohibited from giving the indemnity or paying the expenses by its memorandum or articles;

(3) if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the Registrant or the associated corporation, as the case may be; or

(4) in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.

In addition, if an eligible proceeding is brought against an eligible party by or on behalf of the Registrant or by or on behalf of an associated corporation, the Registrant must not do either of the following:

(1) indemnify the eligible party under Section 160(a) of the BCBCA in respect of the proceeding; or

(2) pay the expenses of the eligible party in respect of the proceeding.

Notwithstanding any of the foregoing, and whether or not payment of expenses or indemnification has been sought, authorized or declined under the BCBCA or the articles of the Registrant, on the application of the Registrant or an eligible party, the Supreme Court of British Columbia may do one or more of the following:

(1) order the Registrant to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;

(2) order the Registrant to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;

(3) order the enforcement of, or any payment under, an agreement of indemnification entered into by the Registrant;

(4) order the Registrant to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under Section 164 of the BCBCA; or

(5) make any other order the court considers appropriate.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number	Description
4.1(1)	Notice of Articles of NioCorp Developments Ltd. dated April 5, 2016
4.2(1)	Articles of NioCorp Developments Ltd., as amended, effective as of January 27, 2015
4.3(2)	NioCorp Developments Ltd. Long Term Incentive Plan
5.1	Opinion of Blakes, Cassels & Graydon LLP
23.1	Consent of Blakes, Cassels & Graydon LLP (included in Exhibit 5.1)
23.2	Consent of BDO USA, LLP
23.3	Consent of Joanna Poeck, BEng Mining, SME-RM, MMSAQP #01387QP
23.4	Consent of Ben Parsons, MSc MAusIMM(CP)
23.5	Consent of Eric Larochelle, B.Eng
23.6	Consent of Jeff Osborn, BSc Mining, MMSAQP (SRK Principal Consultant, Mining Engineer)
24.1	Power of Attorney (contained on the signature page of this Registration Statement)

(1) Previously filed as an exhibit to the Registrant’s Draft Registration Statement on Form S-1 (Registration No. 377-01354) filed with the Commission on July 26, 2016 and incorporated herein by reference.

(2) Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K (File No. 000-55710) filed with the Commission on November 13, 2017 and incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwood Village, State of Colorado, on December 27, 2017.

NIOCORP DEVELOPMENTS LTD.
/s/ Mark A. Smith
Name:	Mark A. Smith
Title:	President and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Mark A. Smith and Neal S. Shah, or either of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for them in any and all capacities, to sign any amendments to this Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933 and otherwise), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.

Name	Title	Date
/s/ Mark A. Smith	President, Chief Executive Officer and Director (Principal Executive Officer and Authorized U.S. Representative) and Chairman of the Board of Directors	December 27, 2017
Mark A. Smith
/s/ Neal S. Shah	Chief Financial Officer (Principal Financial and Accounting Officer)	December 27, 2017
Neal S. Shah
/s/ Joseph A. Carrabba	Director	December 27, 2017
Joseph A. Carrabba
/s/ Michael Morris	Director	December 27, 2017
Michael Morris
/s/ David C. Beling	Director	December 27, 2017
David C. Beling
/s/ Anna Castner Wightman	Director	December 27, 2017
Anna Castner Wightman
/s/ Nilsa Guerrero-Mahon	Director	December 27, 2017
Nilsa Guerrero-Mahon

EX-5.1

Exhibit 5.1

Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark Agents 595 Burrard Street, P.O. Box 49314 Suite 2600, Three Bentall Centre Vancouver BC V7X 1L3 Canada Tel: 604-631-3300 Fax: 604-631-3309

December 27, 2017

NioCorp Developments Ltd.
7000 South Yosemite Street, Suite115

Centennial, CO

80112

RE:      Registration Statement on Form S-8

Dear Sirs/Mesdames:

We have acted as Canadian counsel to NioCorp Developments Ltd., a corporation incorporated under the laws of British Columbia (the “Company”), in connection with the Company’s filing with the Securities and Exchange Commission (the “Commission”) on the date hereof of the above captioned registration statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Act”). We understand that the purpose of the Registration Statement is to register a total of 20,712,423 common shares without par value of the Company (the “Shares”), which are issuable pursuant to the exercise of stock options or the settlement of restricted share units, performance share units or other applicable awards thereunder which have or may be granted under the Company’s 2017 long-term incentive plan, as amended and approved by the shareholders of the Company (the “Plan”).

In connection with the preparation of the Registration Statement and this opinion, we have examined, considered and relied upon originals or copies certified to our satisfaction of each of the following documents (collectively, the “Documents”):

(a) the Company’s Articles and Notice of Articles;

(b) records of corporate proceedings of the Company approving the issuance of the Common Shares and the Plan;

(c) the Plan; and

(d) such other documents, statutes, regulations, public and corporate records as we have deemed appropriate to give this opinion.

We have relied upon the factual matters contained in the representations and other factual statements of the Company made in the Documents and upon certificates of public officials and the officers of the Company.

 

  Page 2

In such examination, we have assumed without any independent investigation: (a) the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of all such latter documents; and (b) that each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and the obligations of each party (other than the Company) set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms. We have not, however, undertaken any independent investigation as to any factual matter set forth in any of the foregoing and as to questions of fact in respect of the opinions hereinafter expressed, we have relied solely upon the Documents.

On the basis of and subject to the foregoing and the other assumptions and qualifications set forth herein, we are of the opinion that the Shares to be issued pursuant to the Plan and the authorized forms of stock option, restricted share unit, performance share unit or other applicable award agreements thereunder (the “Award Agreements”), if and when issued in accordance with the terms and conditions of the Plan and the Award Agreements, will be validly issued as fully paid and non-assessable common shares of the Company.

This opinion is limited to the matters stated herein, and no opinions may be implied or inferred beyond the matters expressly stated herein. The opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We do not express any opinion with respect to the laws of any jurisdiction other than British Columbia and the laws of Canada specifically applicable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to Blake, Cassels & Graydon LLP therein. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP

 

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

NioCorp Developments, Ltd.

Denver, Colorado

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated August 29, 2017, relating to the consolidated financial statements of NioCorp Developments Ltd. appearing in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

/s/ BDO USA, LLP

Spokane, Washington

December 27, 2017

EX-23.3

Exhibit 23.3

CONSENT OF QUALIFIED PERSON

The undersigned, Joanna Poeck, hereby states as follows:

I, Joanna Poeck, assisted with the preparation of the “NI 43-101 Technical Report Feasibility Study Elk Creek Niobium Project Nebraska” with an effective date of June 30, 2017 (the “Technical Report”), portions of which are extracted or summarized (the “Summary Material”) in NioCorp Developments Ltd.’s Annual Report on Form 10-K for the year ended June 30, 2017 and incorporated by reference in this Registration Statement on Form S-8.

I hereby consent to the reference to the Technical Report, the Summary Material and the reference to my name and the name of SRK Consulting (U.S.), Inc. in the Form S-8 concerning the Technical Report.

Date: December 27, 2017	By:	/s/ Joanna Poeck
	Name: Joanna Poeck, B.Eng., SME-RM, MMSA-QP Title: Senior Mining Engineer, SRK Consulting (U.S.), Inc.

EX-23.4

Exhibit 23.4

CONSENT OF QUALIFIED PERSON

The undersigned, Ben Parsons, hereby states as follows:

I, Ben Parsons, assisted with the preparation of the “NI 43-101 Technical Report Feasibility Study Elk Creek Niobium Project Nebraska” with an effective date of June 30, 2017 (the “Technical Report”), portions of which are extracted or summarized (the “Summary Material”) in NioCorp Developments Ltd.’s Annual Report on Form 10-K for the year ended June 30, 2017 and incorporated by reference in this Registration Statement on Form S-8.

I hereby consent to the reference to the Technical Report, the Summary Material and the reference to my name and the name of SRK Consulting (U.S.), Inc. in the Form S-8 concerning the Technical Report.

Date: December 27, 2017	By:	/s/ Ben Parsons
	Name: Ben Parsons, MSc, MAusIMM (CP) Title: Principal Consultant – Resource Geology, SRK Consulting (U.S.), Inc.

EX-23.5

Exhibit 23.5

CONSENT OF QUALIFIED PERSON

The undersigned, Eric Larochelle, hereby states as follows:

I, Eric Larochelle, assisted with the preparation of the “NI 43-101 Technical Report Feasibility Study Elk Creek Niobium Project Nebraska” with an effective date of June 30, 2017 (the “Technical Report”), portions of which are extracted or summarized (the “Summary Material”) in NioCorp Developments Ltd.’s Annual Report on Form 10-K for the year ended June 30, 2017 and incorporated by reference in this Registration Statement on Form S-8. 

I hereby consent to the reference to the Technical Report, the Summary Material and the reference to my name and the name of SMH Process Innovation in the Form S-8 concerning the Technical Report.

Date: December 27, 2017	By:	/s/ Eric Larochelle
	Name: Eric Larochelle, B. Eng.  Title: President, SMH Process Innovation

EX-23.6

Exhibit 23.6

CONSENT OF QUALIFIED PERSON

The undersigned, Jeff Osborn, hereby states as follows:

I, Jeff Osborn, assisted with the preparation of the “NI 43-101 Technical Report Feasibility Study Elk Creek Niobium Project Nebraska” with an effective date of June 30, 2017 (the “Technical Report”), portions of which are extracted or summarized (the “Summary Material”) in NioCorp Developments Ltd.’s Annual Report on Form 10-K for the year ended June 30, 2017 and incorporated by reference in this Registration Statement on Form S-8. 

I hereby consent to the reference to the Technical Report, the Summary Material and the reference to my name and the name of SRK Consulting (U.S.), Inc. in the Form S-8 concerning the Technical Report.

Date: December 27, 2017	By:	/s/ Jeff Osborn
	Name: Jeff Osborn, BEng Mining, MMSAQP  Title: Principal Consultant, SRK Consulting (U.S.), Inc.