NioCorp Announces Commencement of Proposed Underwritten Public Offering of Common Shares & Warrants
NioCorp Developments (NASDAQ:NB) has announced the commencement of a proposed underwritten public offering of common shares and warrants in the United States, alongside a concurrent private placement. The offerings include an over-allotment option for the underwriter to purchase up to 15% additional shares and warrants. Maxim Group is serving as the sole book-running manager. The net proceeds will be used for working capital, advancing the Elk Creek Project construction in Southeast Nebraska, and repaying a $2.0 million credit facility. The public offering is being made through an effective shelf registration, while the private placement follows exemption rules. No securities will be offered to Canadian purchasers under the public offering.
NioCorp Developments (NASDAQ:NB) ha annunciato l'inizio di un'offerta pubblica sottoscritta proposta di azioni comuni e warrant negli Stati Uniti, insieme a un collocamento privato simultaneo. Le offerte includono un'opzione di over-allotment per l'underwriter di acquistare fino al 15% di azioni e warrant aggiuntivi. Maxim Group funge da unico gestore del libro. I proventi netti saranno utilizzati per il capitale di esercizio, per far progredire la costruzione del Elk Creek Project nel sud-est del Nebraska e per rimborsare una linea di credito di 2,0 milioni di dollari. L'offerta pubblica viene effettuata tramite una registrazione a scaffale efficace, mentre il collocamento privato segue le norme di esenzione. Nessun titolo sarà offerto ai compratori canadesi nell'ambito dell'offerta pubblica.
NioCorp Developments (NASDAQ:NB) ha anunciado el inicio de una propuesta de oferta pública suscrita de acciones comunes y warrants en los Estados Unidos, junto con una colocación privada concurrente. Las ofertas incluyen una opción de sobreasignación para que el suscriptor compre hasta un 15% de acciones y warrants adicionales. Maxim Group se encarga de la gestión exclusiva del libro. Los ingresos netos se utilizarán para capital de trabajo, para avanzar en la construcción del Elk Creek Project en el sureste de Nebraska y para reembolsar una línea de crédito de 2.0 millones de dólares. La oferta pública se realiza a través de un registro en estante efectivo, mientras que la colocación privada sigue las reglas de exención. No se ofrecerán valores a compradores canadienses en el marco de la oferta pública.
NioCorp Developments (NASDAQ:NB)는 미국에서 보통주 및 워런트에 대한 제안된 인수 공모의 시작을 발표했으며, 이에 따른 사모 배치도 함께 이루어집니다. 이 제안들은 인수자가 15%의 추가 주식 및 워런트를 구매할 수 있는 추가 할당 옵션을 포함합니다. Maxim Group은 단독 책 관리자로서의 역할을 하고 있습니다. 순수익은 운영 자본, 네브래스카 남동부의 Elk Creek Project 건설 진행 및 200만 달러의 신용 시설 상환에 사용될 것입니다. 공개 제안은 유효한 선반 등록을 통해 이루어지며, 사모 배치는 면제 규정을 따릅니다. 캐나다 구매자에게는 공개 제안으로 증권이 제공되지 않습니다.
NioCorp Developments (NASDAQ:NB) a annoncé le lancement d'une proposition d'offre publique souscrite de titres ordinaires et de bons de souscription aux États-Unis, accompagnée d'un placement privé simultané. Les offres comprennent une option de surallocation permettant au souscripteur d'acheter jusqu'à 15% d'actions et de bons supplémentaires. Maxim Group agit en tant que gestionnaire exclusif du livre. Les produits nets seront utilisés pour le fonds de roulement, pour faire avancer la construction du Elk Creek Project dans le Sud-Est du Nebraska et pour le remboursement d'une ligne de crédit de 2,0 millions de dollars. L'offre publique est réalisée par le biais d'un enregistrement de référencement efficace, tandis que le placement privé suit les règles d'exemption. Aucun titre ne sera proposé aux acheteurs canadiens dans le cadre de l'offre publique.
NioCorp Developments (NASDAQ:NB) hat den Beginn eines vorgeschlagenen öffentlichen Angebots von Stammaktien und Warrants in den Vereinigten Staaten sowie einer gleichzeitigen Privatplatzierung angekündigt. Die Angebote umfassen eine Überplatzierungsoption für den Underwriter, bis zu 15% zusätzliche Aktien und Warrants zu kaufen. Maxim Group fungiert als alleiniger Buchmanager. Die Nettoerlöse werden für das Betriebskapital, den Fortschritt des Elk Creek Project im Südosten von Nebraska und die Rückzahlung einer Kreditlinie in Höhe von 2,0 Millionen Dollar verwendet. Das öffentliche Angebot erfolgt durch eine effektive Regalregistrierung, während die Privatplatzierung den Ausnahmeregelungen folgt. Es werden keine Wertpapiere an kanadische Käufer im Rahmen des öffentlichen Angebots angeboten.
- Potential to raise significant working capital for project development
- Proceeds will advance Elk Creek Project construction towards commercial operation
- Multiple financing options through both public and private offerings
- Potential shareholder dilution through issuance of new shares and warrants
- Uncertainty in offering completion, size, and pricing terms
- Need to repay $2.0 million credit facility from offering proceeds
Insights
This public offering announcement signals significant capital-raising activity for NioCorp, with both a registered offering and private placement running concurrently. The structure includes common shares and warrants, with a 15% over-allotment option, indicating flexibility in the final offering size. The intended use of proceeds focuses on two key areas: advancing the Elk Creek Project construction and repaying the
The dual-offering approach, combined with insider participation in the private placement, suggests a strategic move to secure funding while maintaining existing stakeholder interests. However, the lack of specific pricing and size details, along with the multiple contingencies noted, introduces uncertainty about the ultimate dilutive impact on existing shareholders. The continuation of the Smith Credit Facility post-offering provides additional financial flexibility but also indicates ongoing capital needs.
CENTENNIAL, CO / ACCESSWIRE / November 1, 2024 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (NASDAQ:NB) today announced it has commenced a proposed underwritten public offering in the United States (the "Registered Offering"). Concurrently, the Company has also commenced a private placement (the "Private Offering" and, together with the Registered Offering, the "Offerings").
The Registered Offering consists of common shares and warrants to purchase common shares and is subject to market conditions. There can be no assurance as to whether or when the Registered Offering may be completed, or as to the actual size, pricing or other terms of the Registered Offering. In addition, the Company intends to grant the underwriter a 45-day over-allotment option to purchase up to an additional 15 percent of the number of initial common shares and/or an additional 15 percent of the number of initial warrants offered in the Registered Offering.
The Private Offering consists of common shares and warrants to purchase common shares. There can be no assurance as to whether or when the Private Offering may be completed, or as to the actual size, pricing or other terms of the Private Offering. Completion of the Private Offering is not contingent on completion of the Registered Offering and completion of the Registered Offering is not contingent on the completion of the Private Offering.
Maxim Group LLC is acting as sole book-running manager and underwriter for the Registered Offering.
NioCorp currently intends to use the net proceeds from the Offerings for working capital and general corporate purposes, including to (i) advance its efforts to launch construction of a critical minerals project in Southeast Nebraska (the "Elk Creek Project") and move it to commercial operation and (ii) repay all amounts outstanding under the Company's
The Registered Offering is subject to customary closing conditions.
The Registered Offering is being 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. The Private Offering is being made pursuant to private placement exemptions as set out in National Instrument 45-106 - Prospectus Exemptions and pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506(b) promulgated thereunder and are not being registered under the Securities Act at this time or offered pursuant to a prospectus supplement and an accompanying prospectus. NioCorp may offer and sell securities in both the United States and other jurisdictions outside of Canada. No securities will be offered or sold to Canadian purchasers under the Registered Offering. Any securities sold under the Private Offering will be subject to a statutory hold period of four months plus a day.
The issuance of the common shares and warrants under the Private Offering constitutes a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") due to the expected participation by one or more insiders of the Company in the Private Offering. These transactions are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions provided under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of any securities issued to nor the consideration paid by such insiders would exceed
A preliminary prospectus supplement and accompanying prospectus relating to the Registered 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. Copies of the preliminary 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. The final terms of the Registered Offering will be disclosed in a final prospectus supplement to be filed with the SEC, which will be available for free on the SEC's website at www.sec.gov and will also be available on the Company's profile on the SEDAR+ website at www.sedarplus.ca.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
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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 #EV #electricvehicle
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 Offerings, including expected insider participation, and the intended use of the net proceeds of the Offerings; 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 production. 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; our ability to service our existing debt and meet the payment obligations thereunder; the future price of metals; the stability of the financial and capital markets; 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 U.S. Securities and Exchange Commission and with the applicable Canadian securities regulatory authorities and the following: NioCorp's ability to consummate the Offerings; NioCorp's ability to use the net proceeds of the Offerings in a manner that will increase the value of shareholder's' 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; 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 accesswire.com
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