NIOCORP DEVELOPMENTS LTD (NB) SEC Filings, Sep-Oct 2025

NioCorp Developments Ltd. files a registration statement describing potential offerings of Common Shares, Warrants, debt securities and units and incorporates prior SEC filings and a Form 8-A description of its Common Shares. The filing enumerates detailed terms that may apply to Warrants (exercise mechanics, transferability, adjustments, tax consequences) and a specific redemption feature for assumed NioCorp Warrants that can be redeemed in whole at $0.01 per assumed Warrant after a 30-day notice if the reported last sale price of Common Shares equals or exceeds $16.10 for any 20 trading days within a 30-trading day period and an effective registration and prospectus are available during the 30-day redemption period. The document also lists extensive debt security provisions (interest rates, maturity, subordination, redemption, defaults and remedies), global security mechanics and circumstances for exchange into certificated securities, amendment and trustee powers, and indemnification and advancement standards for directors and officers under applicable corporate law.

NioCorp Developments Ltd., through its wholly owned subsidiary Elk Creek Resources Corp., completed the purchase of two land parcels in Johnson County, Nebraska. The company paid approximately $3.9 million for the Woltemath002 property and approximately $7.4 million for the Woltemath003J property, securing both surface and associated mineral rights.

The $3.9 million payment was recorded as a decrease in cash with a corresponding increase of about $0.8 million to land and $3.1 million to mineral interests. The $7.4 million payment reduced cash and increased land by about $1.5 million and mineral interests by $5.9 million. The company’s current estimated mineral resource and reserve is wholly contained within land previously acquired and the Woltemath003J property.

NioCorp Developments Ltd. filed an S-8 to register securities for an employee benefit plan, incorporating prior reports and exhibits by reference. The filing defines key terms for indemnification of directors, officers and equivalent positions at affiliated or associated entities, describes what constitutes an "eligible proceeding," and limits indemnity where actions were not in good faith or lacked reasonable grounds. The registrant agrees to file post-effective amendments to update prospectus information and to remove unsold securities at offering termination.

NioCorp Developments Ltd. filed an 8-K reporting entry into a material definitive agreement dated September 26, 2025. The filing lists four exhibits: a Placement Agency Agreement with Maxim Group LLC, a Form of Pre-Funded Warrant, and legal Opinion and Consent letters from Blake, Cassels & Graydon LLP and Jones Day. The document also references Regulation FD disclosure and other events, and is signed by the company CFO, Neal S. Shah. The filing provides the existence and parties to the agreements but does not disclose the financial terms, issuance amounts, pricing, or economic effects of the transaction.

NioCorp Developments Ltd. filed a current report to attach key legal documents related to its Registration Statement on Form S-3. The filing lists a Placement Agency Agreement dated September 17, 2025 between NioCorp and Maxim Group LLC, along with a legal opinion and related consent from Blake, Cassels & Graydon LLP. These exhibits provide the contractual and legal framework supporting NioCorp’s previously filed shelf registration.

NioCorp Developments Ltd. is a development-stage mineral company focused on advancing the Elk Creek Project and has not yet generated revenue. The company reported a net loss per share of $0.36 for the year ended June 30, 2025 (vs. $0.31 prior year) and disclosed that it does not have sufficient cash to fund planned operations and mine construction for the next twelve months, creating substantial doubt about its ability to continue as a going concern. The company completed a July 2025 offering (Maxim as placement agent) with net proceeds to be used for working capital and advancing Elk Creek construction, and it reported potential access to up to $46,917 in net proceeds under the Yorkville Equity Facility through April 1, 2026. The filing discloses material weaknesses in internal control over financial reporting, a history of losses, significant funding requirements, numerous outstanding warrants and options that could dilute shareholders, and no impairment recorded on mineral properties as of June 30, 2025.

Ernest M. Cleave, Senior VP Business Development at NioCorp Developments Ltd. (NB), reported an award of employee stock options. The Form 4 shows a grant on 08/18/2025 of 100,000 employee stock options with an exercise price of $4.35. The filing notes 34% of the options vested on the grant date and the remainder vests in equal annual installments through August 18, 2027. The report lists 100,000 underlying common shares beneficially owned following the transaction and identifies the ownership as direct. The form was signed by an attorney-in-fact on behalf of the reporting person on 09/05/2025.

NioCorp Developments Ltd. (NB) Form 3 filed for Ernest M. Cleave reports he is a Senior Vice President, Director-level officer with an address in Centennial, CO. The event date triggering the filing is 08/15/2025. The filing explicitly states no securities are beneficially owned by the reporting person and includes Exhibit 24.1 (Power of Attorney). The form is signed by an attorney-in-fact on 09/05/2025.

Anthony W. Fulton, a director of NioCorp Developments Ltd. (NB), was granted 50,000 director stock options on 08/18/2025 with an exercise price of $4.35. The options cover 50,000 underlying common shares and are recorded as direct ownership for the reporting person. Per the filing, 34% of the options vested on the grant date and the remainder vests in equal installments on each anniversary of the grant date until August 18, 2027. The instrument lists a date exercisable/expiration reference of 08/19/2030 as shown in the table.