NioCorp Announces Closing of Underwritten Public Offering, Including Partial Exercise of Underwriter's Option, for Total Gross Proceeds of Approximately $20.8 Million

Rhea-AI Summary

NioCorp Developments (NASDAQ:NB) has successfully closed its underwritten public offering in the United States, raising total gross proceeds of approximately $20.8 million. The offering included 7,692,308 common shares priced at $2.60 per share, generating $20.0 million, plus an additional $0.8 million from the partial exercise of the underwriter's over-allotment option for 323,504 shares.

Maxim Group served as the sole book-running manager and underwriter for the offering, which was conducted under an effective shelf registration statement on Form S-3. The offering excluded Canadian purchasers and was made available to investors in the United States and other jurisdictions outside Canada.

Positive

• Successfully raised $20.8 million in gross proceeds
• Complete closure of the offering with additional funds from partial over-allotment exercise

Negative

• Potential dilution of existing shareholders due to issuance of over 8 million new shares

Insights

Financial Analyst

NioCorp raised $20.8M through share offering at $2.60/share, representing significant capital influx but substantial dilution to existing shareholders.

NioCorp has successfully closed its underwritten public offering, raising approximately $20.8 million in gross proceeds. The offering consisted of 7,692,308 common shares priced at $2.60 per share, with an additional 323,504 shares from a partially exercised over-allotment option that generated an extra $0.8 million.

This financing is significant when viewed against NioCorp's market capitalization of $97.3 million, representing approximately 21% of the company's total market value. The offering price reflects an 8.5% discount to the current trading price of $2.84, which is within typical ranges for secondary offerings but still represents a meaningful discount.

The transaction was managed by Maxim Group as the sole book-running manager and was executed through a previously filed shelf registration statement that became effective in June 2024. An important detail is that no securities were offered to Canadian purchasers, limiting the offering to U.S. and other non-Canadian investors.

The underwriter's partial exercise of their over-allotment option suggests adequate but not overwhelming demand for the shares. For a company of NioCorp's size, securing $20.8 million in gross proceeds represents a substantial financial event that strengthens the company's cash position, though this comes at the cost of notable shareholder dilution.

This capital raising activity demonstrates NioCorp's ability to access public markets, providing financial flexibility, but the dilutive impact on existing shareholders creates a counterbalancing effect that results in a neutral overall impact on the company's prospects.

CENTENNIAL, CO / ACCESS Newswire / April 21, 2025 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (NASDAQ:NB) today announced the closing of its previously announced underwritten public offering in the United States (the "Offering"). The Offering consisted of 7,692,308 common shares, without par value, of the Company ("Common Shares") (or pre-funded warrants in lieu thereof). Each Common Share was sold at a public offering price of $2.60. The gross proceeds from the Offering, before deducting underwriting discounts and offering expenses, were approximately $20.0 million.

In addition, on the closing date, the underwriter exercised in part its option to purchase up to an additional 323,504 Common Shares pursuant to the over-allotment option granted to the underwriter in connection with the offering for additional gross proceeds of approximately $0.8 million. As a result of the partial exercise of the over-allotment option, no further exercises of the over-allotment option may take place and the Offering is closed in its entirety.

Maxim Group LLC acted as sole book-running manager and underwriter for the Offering.

The Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-280176), previously filed with the U.S. Securities and Exchange Commission (the "SEC") on June 13, 2024 and subsequently declared effective by the SEC on June 27, 2024. NioCorp was permitted to offer and sell securities in both the United States and other jurisdictions outside of Canada. No securities were offered or sold to Canadian purchasers in the Offering.

A final prospectus supplement and accompanying prospectus relating to the Offering and describing the terms thereof has been filed with the SEC and forms a part of the effective registration statement and is available on the SEC's website at www.sec.gov and on the Company's profile on the SEDAR+ website at www.sedarplus.ca. Copies of the final prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

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FOR MORE INFORMATION:

Jim Sims, Corporate Communications Officer, NioCorp Developments Ltd., (720) 334-7066, jim.sims@niocorp.com

@NioCorp $NB #Niobium #Scandium #rareearth #neodymium #dysprosium #terbium #ElkCreek #China #criticalminerals

ABOUT NIOCORP

NioCorp is developing the Elk Creek Project that is expected to produce niobium, scandium, and titanium. The Company also is evaluating the potential to produce several rare earths from the Elk Creek Project. Niobium is used to produce specialty alloys as well as High Strength, Low Alloy steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium is a specialty metal that can be combined with Aluminum to make alloys with increased strength and improved corrosion resistance. Scandium is also a critical component of advanced solid oxide fuel cells. Titanium is used in various lightweight alloys and is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor, and medical implants. Magnetic rare earths, such as neodymium, praseodymium, terbium, and dysprosium are critical to the making of neodymium-iron-boron magnets, which are used across a wide variety of defense and civilian applications.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements may include, but are not limited to, statements regarding the intended use of the net proceeds of the Offering; NioCorp's expectation of producing niobium, scandium, and titanium, and the potential of producing rare earths, at the Elk Creek Project; and NioCorp's ability to secure sufficient project financing to complete construction of the Elk Creek Project and move it to commercial operation. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of NioCorp and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: NioCorp's ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms or at all; the future price of metals; the stability of the financial and capital markets; NioCorp's ability to service debt and meet the payment obligations thereunder and current estimates and assumptions regarding the business combination with GX Acquisition Corp. II (the "Business Combination") and the standby equity purchase agreement (the "Yorkville Equity Facility Financing Agreement" and, together with the Business Combination, the "Transactions") with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP, and their benefits. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by NioCorp with the SEC and with the applicable Canadian securities regulatory authorities and the following: NioCorp's ability to consummate the Offering; NioCorp's ability to use the net proceeds of the Offering in a manner that will increase the value of shareholders' investment; NioCorp's ability to operate as a going concern; NioCorp's requirement of significant additional capital; NioCorp's ability to receive sufficient project financing for the construction of the Elk Creek Project on acceptable terms or at all; NioCorp's ability to receive a final commitment of financing from the Export-Import Bank of the United States on an acceptable timeline, on acceptable terms, or at all; NioCorp's ability to recognize the anticipated benefits of the Transactions, including NioCorp's ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement; NioCorp's ability to continue to meet the listing standards of The Nasdaq Stock Market LLC; risks relating to NioCorp's common shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood of any of the foregoing; the extent to which NioCorp's level of indebtedness and/or the terms contained in agreements governing NioCorp's indebtedness or the Yorkville Equity Facility Financing Agreement may impair NioCorp's ability to obtain additional financing; covenants contained in agreements with NioCorp's secured creditors that may affect its assets; NioCorp's limited operating history; NioCorp's history of losses; the material weaknesses in NioCorp's internal control over financial reporting, NioCorp's efforts to remediate such material weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a passive foreign investment company under the U.S. Internal Revenue Code of 1986, as amended (the "Code"); the potential that the Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related sections of the Code; cost increases for NioCorp's exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp's information technology systems, including those related to cybersecurity; equipment and supply shortages; variations in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; current and future offtake agreements, joint ventures, and partnerships; NioCorp's ability to attract qualified management; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical testing; the results of technological research; changes in demand for and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry; changes or disruptions in the securities markets; legislative, political or economic developments, including changes in federal and/or state laws that may significantly affect the mining industry; trade policies and tensions, including tariffs; inflationary pressures; the impacts of climate change, as well as actions taken or required by governments related to strengthening resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp's projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining, or development activities; management of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek Project; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp's properties; potential future litigation; and NioCorp's lack of insurance covering all of NioCorp's operations.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of NioCorp prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the matters addressed herein and attributable to NioCorp or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Except to the extent required by applicable law or regulation, NioCorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

SOURCE: NioCorp Developments Ltd.

View the original press release on ACCESS Newswire

FAQ

How much did NioCorp (NB) raise in its April 2025 public offering?

NioCorp raised approximately $20.8 million in total gross proceeds, comprising $20.0 million from the initial offering and $0.8 million from the partial exercise of the over-allotment option.

What was the share price for NioCorp's 2025 public offering?

NioCorp's common shares were offered at a public offering price of $2.60 per share.

How many shares were sold in NioCorp's (NB) April 2025 offering?

NioCorp sold 8,015,812 shares in total, consisting of 7,692,308 common shares in the initial offering plus 323,504 shares from the partial exercise of the over-allotment option.

Who was the underwriter for NioCorp's 2025 public offering?

Maxim Group acted as the sole book-running manager and underwriter for the offering.