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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): September 30, 2025
NioCorp Developments Ltd.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction
of incorporation) |
001-41655
(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) 334-7066
(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 |
| Common Shares, without par value |
NB |
The Nasdaq Stock Market LLC |
| Warrants, each exercisable for 1.11829212 Common Shares |
NIOBW |
The Nasdaq Stock Market LLC |
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. ☐
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 30, 2025,
Elk Creek Resources Corp. (“ECRC”), a wholly-owned subsidiary of NioCorp Developments Ltd. (the “Company”), closed
on its options to purchase two parcels of land in Johnson County, Nebraska, which include: (i) a portion of the property known as Woltemath002,
consisting of approximately 105.77 acres of land (the “Woltemath002 Property”), pursuant to the terms of the Option to Purchase,
dated as of December 4, 2009, as amended, between Roger and Nancy Woltemath and ECRC (the “Woltemath002 Option Agreement”),
and (ii) the property known as Woltemath003J, consisting of approximately 220 acres of land (the “Woltemath003J Property”
and, together with the Woltemath002 Property, the “Properties”), pursuant to the terms of the Amended and Restated Option
to Purchase, dated January 4, 2017, as amended, between Victor and Juanita Woltemath (together with Roger and Nancy Woltemath, the “Owners”)
and ECRC (the “Woltemath003J Option Agreement” and, together with the Woltemath002 Option Agreement, the “Option Agreements”).
Pursuant to the terms of the Option Agreements, the Owners sold, transferred, conveyed and assigned to ECRC all of their respective rights,
privileges, title and interest in and to the surface rights and associated mineral rights with respect to the Properties.
The Woltemath002 Option
Agreement provided for a purchase price calculated based on the appraised value per acre of the Woltemath002 Property. The aggregate purchase
price was approximately $3.9 million. On the closing date of the purchase of the Woltemath002 Property, the Company recorded a decrease
in cash under current assets on its consolidated balance sheet of approximately $3.9 million, reflecting the payment of the purchase price
and other direct costs, and recorded a corresponding increase in land under non-current assets on its consolidated balance sheet of approximately
$0.8 million, reflecting the appraised value of the acquired assets, and an increase in mineral interests under non-current assets on its consolidated balance sheet of approximately $3.1 million,
reflecting the remainder of the purchase price of the acquired assets.
The Woltemath003J Option
Agreement provided for a purchase price calculated based on the appraised value per acre of the Woltemath003J Property. The aggregate
purchase price was approximately $7.4 million. On the closing date of the purchase of the Woltemath003J Property, the Company recorded
a decrease in cash under current assets on its consolidated balance sheet of approximately $7.4 million, reflecting the payment of the
purchase price and other direct costs, and recorded a corresponding increase in land under non-current assets on its consolidated balance
sheet of approximately $1.5 million, reflecting the appraised value of the acquired assets, and an increase in mineral interests under non-current assets on its consolidated balance sheet of
approximately $5.9 million, reflecting the remainder of the purchase price of the acquired assets. The Company’s current estimated mineral resource
and reserve is wholly contained within land previously acquired by the Company and the Woltemath003J Property. The above summary of the
material terms of the Woltemath003J Option Agreement is qualified in its entirety by the actual terms and conditions of the Woltemath003J
Option Agreement, which is filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K and is hereby incorporated
by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description |
| 10.1*,** |
Woltemath 003J Amended and Restated Option to Purchase, dated
January 4, 2017, among ECRC and Victor L. and Juanita E. Woltemath (Previously filed as an exhibit to the Company’s Annual
Report on Form 10-K (File No. 000-55710) filed with the SEC on September 16, 2020 and incorporated herein by reference). |
| 10.2*,** |
Woltemath 003J Extension to Option to Purchase, dated December
23, 2019, among ECRC and Victor L. and Juanita E. Woltemath (Previously filed as an exhibit to the Company’s Annual Report
on Form 10-K (File No. 000-55710) filed with the SEC on September 16, 2020 and incorporated herein by reference). |
| 10.3*,** |
Woltemath 003J Second Extension to Option to Purchase, dated
December 9, 2024, between ECRC and Juanita E. Woltemath (Previously filed as an exhibit to the Company’s Annual Report on Form
10-K (File No. 001-41655) filed with the SEC on September 11, 2025 and incorporated herein by reference). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline
XBRL document). |
| * | Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, which portions will be furnished to
the Securities and Exchange Commission (the “SEC”) upon request. |
| ** | Certain exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit will
be furnished to the SEC upon request. |
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. |
| |
|
|
| Dated: October 6, 2025 |
By: |
/s/ Neal S. Shah |
| |
|
Neal S. Shah |
| |
|
Chief Financial Officer |
