Current Report · Items 1.01, 7.01, 8.01, 9.01 · 8-K
NioCorp Developments Ltd.
NBNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Regulation FD Disclosure · Other Events
Item 1.01 Entry into a Material Definitive Agreement. Placement Agency Agreement On February 24, 2026, NioCorp Developments Ltd. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group LLC to act as the Company’s exclusive placement agent (the “Placement Agent”) to solicit offers to purchase common shares, without par value, of the Company (the…
Filed Feb 25, 2026Accepted Feb 25, 2026, 4:05 PM ESTCIK 1512228Accession 0001539497-26-000783
Company context
NioCorp is developing the Elk Creek Project located in southeast Nebraska. The “Elk Creek Project” is a development-stage property that has disclosed niobium, scandium, and titanium reserves and resources and disclosed rare earth mineral resources. The Company is continuing technical and economic studies around the rare earths contained in the Elk Creek Project’s mineral resource in order to determine whether extraction of rare earth elements can be reasonably justified and economically viable after taking into account all relevant factors. Niobium has developing applications in the formulation of solid-state lithium-ion batteries, which may reduce charging times and increase battery safety. Niobium is used to produce various superalloys that are extensively used in high performance aircraft and jet turbines. It also is used in high-strength, low-alloy steel, a stronger steel used in automobiles, bridges, structural systems, buildings, pipelines, and other applications that generally increases strength and/or reduces weight, which can result in environmental benefits, including reduced fuel consumption and material usage and fewer air emissions. Scandium can be combined with aluminum to make high-performance alloys with increased strength and improved corrosion resistance. Scandium also is a critical component of advanced solid oxide fuel cells, an environmentally preferred technology for high-reliability, distributed electricity generation. Titanium is a component of various
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Disclosure sections
Items 1.01, 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Placement Agency Agreement
On February 24, 2026, NioCorp Developments Ltd.
(the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with Maxim Group
LLC to act as the Company’s exclusive placement agent (the “Placement Agent”) to solicit offers to purchase common shares,
without par value, of the Company (the “Common Shares”) (or pre-funded warrants (the “Pre-Funded Warrants”) to
purchase Common Shares in lieu thereof) in a public offering registered under the Securities Act (as defined below) (the “Offering”).
Pursuant to the Placement Agency Agreement, the Company issued and sold (a) 17,400,000 Common Shares at a public offering price of $5.00
per Common Share, less the Placement Agent’s fee of $0.30 per Common Share, and (b) 2,600,000 Pre-Funded Warrants at a public offering
price of $4.9999 per Pre-Funded Warrant, less the Placement Agent’s fee of $0.30 per Pre-Funded Warrant. The Offering was conducted
on a reasonable “best efforts” basis and closed on February 25, 2026.
Each Pre-Funded Warrant is exercisable for one
Common Share at a price per Common Share of $0.0001. The Pre-Funded Warrants may be exercised at any time on or after the date of issuance
and do not have an expiration date. The Pre-Funded Warrants contain provisions that prohibit exercise if the holder, together with its
affiliates, would beneficially own more than 4.99%, or 9.99% upon notice by the holder, of the number of Common Shares outstanding immediately
after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in
excess of 9.99% by providing notice to the Company, which increase will not be effective until at least 61 days following such notice.
Pre-Funded Warrant holders will not have the rights or privileges of a holder of Common Shares with respect to the Common Shares underlying
such Pre-Funded Warrants, including any voting rights, until the holder exercises such Pre-Funded Warrants. There is no established trading
market for the Pre-Funded Warrants and the Company does not expect a market to develop. In addition, the Company does not intend to apply
for the listing of the Pre-Funded Warrants on any national securities exchange or other trading market.
The Placement Agency Agreement contains customary
representations, warranties and covenants made by the Company. It also provides customary indemnification by each of the Company and the
Placement Agent for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities
Act of 1933, as amended (the “Securities Act”).
In addition, pursuant to the terms of the Placement
Agency Agreement, the Company’s executive officers and directors entered into lock-up agreements in substantially the form included
as an exhibit to the Placement Agency Agreement, providing for a 30-day “lock-up” period with respect to sales of Common Shares
and securities that are exchangeable or exercisable for Common Shares, subject to certain exceptions. In addition, subject to certain
exceptions, the Company has agreed, (i) for a period of 60 days following the date of the closing of the Offering, not to, and to cause
its subsidiaries not to, issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Common Shares or
any securities that are convertible into, or exchangeable or exercisable for, Common Shares and (ii) for a period of 60 days following
the date of the closing of the Offering, issue any securities that are subject to a price reset based on the trading prices of our Common
Shares or upon a specified or contingent event in the future, or enter into any agreement to issue securities at a future determined price.
The foregoing restrictions may be waived by the Placement Agent at its discretion.
The Offering was made pursuant to the Company’s
effective registration statement on Form S-3 (File No. 333-290837) (the “Registration Statement”), which was filed with the
Securities and Exchange Commission (the “SEC”) on October 10, 2025 and became effective upon filing pursuant to Rule 462(e)
of the Securities Act, as supplemented by a prospectus supplement, dated February 24, 2026, filed with the SEC on February 25, 2026.
The net proceeds from the Offering were approximately
$93.6 million, after deducting the Placement Agent commissions and estimated offering expenses but before giving effect to the exercise
of any Pre-Funded Warrants.
The foregoing description of the Placement
Agency Agreement is qualified in its entirety by the full text of the Placement Agency Agreement, a copy of which is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Pre-Funded Warrants
is qualified in its entirety by the full text of the Form of Pre-Funded Warrant, a copy of which is filed as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On February 25, 2026, the Company issued a press
release announcing the closing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
The Company is filing herewith the following
exhibits to the Registration Statement:
Placement Agency Agreement, dated as of February 24, 2026, by and between NioCorp Developments Ltd. and
Maxim Group LLC;
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Form of Pre-Funded Warrant;
Opinion and Consent of Blake, Cassels & Graydon LLP; and
Opinion and Consent of Jones Day.