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): April 6, 2018 | ||
| ____________________________ | ||
| 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))
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 ý
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 1.01 | 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 and March 20, 2017, 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, the “Smith Credit Facility”), by and between the Company and Mr. Smith.
On April 6, 2018, 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, 2019 and June 16, 2019, 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 |
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.
By: /s/ Neal S. Shah
Name: Neal S. Shah
Title: Chief Financial Officer
Date: April 9, 2018
Exhibit 10.1
February 26, 2018
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 17th, 2015 and as amended July 13th, 2016 and March 20, 2017 (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 the date of acceptance by Borrower below.
AMENDMENTS
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 four 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
/s/ Mark Smith
Mark A. Smith
Accepted by Borrower as of the 6th day of April, 2018.
NIOCORP DEVELOPMENTS LTD.
By: /s/ John F. Ashburn Jr.
Name: John F. Ashburn Jr.
Title: Vice President & General Counsel
Exhibit 10.2
February 26, 2018
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 16th, 2017 and as amended March 20, 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 the date of acceptance by Borrower below.
AMENDMENTS
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, 2019.
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 Smith
Mark A. Smith
Accepted by Borrower as of the 6th day of April, 2018.
NIOCORP DEVELOPMENTS LTD.
By: /s/ John F. Ashburn Jr.
Name: John F. Ashburn Jr.
Title: Vice President & General Counsel