NioCorp Announces Pricing of $20.0 Million Underwritten Public Offering of Common Shares
NioCorp Developments (NASDAQ:NB) has announced the pricing of its underwritten public offering of 7,692,308 common shares at $2.60 per share, aiming to raise $20.0 million in gross proceeds before deducting underwriting costs and expenses.
The offering includes pre-funded warrants as an alternative to common shares, and grants the underwriter a 30-day over-allotment option to purchase up to an additional 15% of the initial common shares. Maxim Group serves as the sole book-running manager and underwriter.
The offering is expected to close around April 21, 2025, subject to customary closing conditions. It is being conducted under an effective shelf registration statement on Form S-3, with no securities being offered to Canadian purchasers.
NioCorp Developments (NASDAQ:NB) ha annunciato il prezzo della sua offerta pubblica sottoscritta di 7.692.308 azioni ordinarie a 2,60 $ per azione, con l'obiettivo di raccogliere 20,0 milioni di dollari di proventi lordi prima di dedurre i costi e le spese di sottoscrizione.
L'offerta include warrant prefinanziati come alternativa alle azioni ordinarie e concede al sottoscrittore un'opzione di sovrassegnazione di 30 giorni per acquistare fino a un ulteriore 15% delle azioni ordinarie iniziali. Maxim Group agisce come unico gestore e sottoscrittore dell'offerta.
La chiusura dell'offerta è prevista intorno al 21 aprile 2025, soggetta alle consuete condizioni di chiusura. L'operazione viene condotta ai sensi di una dichiarazione di registrazione a scaffale efficace sul modulo S-3, senza che vengano offerte azioni a investitori canadesi.
NioCorp Developments (NASDAQ:NB) ha anunciado el precio de su oferta pública suscrita de 7.692.308 acciones ordinarias a $2.60 por acción, con el objetivo de recaudar $20.0 millones en ingresos brutos antes de deducir costos y gastos de suscripción.
La oferta incluye warrants prefinanciados como alternativa a las acciones ordinarias y otorga al suscriptor una opción de sobresuscripción de 30 días para comprar hasta un 15% adicional de las acciones ordinarias iniciales. Maxim Group actúa como único administrador y suscriptor.
Se espera que la oferta cierre alrededor del 21 de abril de 2025, sujeta a las condiciones habituales de cierre. Se realiza bajo una declaración de registro en estante efectiva en el Formulario S-3, sin que se ofrezcan valores a compradores canadienses.
NioCorp Developments (NASDAQ:NB)는 7,692,308주 보통주를 주당 2.60달러에 공모하는 공모가를 발표했으며, 인수 비용 및 경비 공제 전 2,000만 달러의 총 수익을 목표로 하고 있습니다.
이번 공모에는 보통주 대신 사용할 수 있는 선납 워런트가 포함되어 있으며, 인수인에게 초기 보통주 수량의 최대 15%까지 추가 매입할 수 있는 30일간의 초과배정 옵션이 부여됩니다. Maxim Group이 단독 주간사 및 인수인 역할을 수행합니다.
공모 마감은 통상적인 마감 조건에 따라 2025년 4월 21일경으로 예상되며, 유효한 S-3 양식 선반 등록 신고서에 따라 진행되며, 캐나다 투자자에게는 증권이 제공되지 않습니다.
NioCorp Developments (NASDAQ:NB) a annoncé le prix de son offre publique souscrite de 7 692 308 actions ordinaires à 2,60 $ par action, visant à lever 20,0 millions de dollars de produit brut avant déduction des frais et dépenses de souscription.
L'offre inclut des bons de souscription préfinancés en alternative aux actions ordinaires et accorde au souscripteur une option de surallocation de 30 jours pour acheter jusqu'à 15 % supplémentaires des actions ordinaires initiales. Maxim Group agit en tant que gestionnaire principal unique et souscripteur.
La clôture de l'offre est prévue aux alentours du 21 avril 2025, sous réserve des conditions habituelles de clôture. Elle est réalisée dans le cadre d'une déclaration d'enregistrement en étagère effective sur le formulaire S-3, sans que des titres soient offerts aux investisseurs canadiens.
NioCorp Developments (NASDAQ:NB) hat die Preisfestsetzung für sein öffentliches Angebot von 7.692.308 Stammaktien zu 2,60 $ pro Aktie bekannt gegeben, mit dem Ziel, vor Abzug der Underwriting-Kosten und -Ausgaben 20,0 Millionen $ Bruttoerlös zu erzielen.
Das Angebot umfasst vorfinanzierte Warrants als Alternative zu Stammaktien und gewährt dem Underwriter eine 30-tägige Mehrzuteilungsoption zum Kauf von bis zu zusätzlichen 15 % der ursprünglichen Stammaktien. Maxim Group fungiert als alleiniger Bookrunner und Underwriter.
Der Abschluss des Angebots wird voraussichtlich um den 21. April 2025 erfolgen, vorbehaltlich der üblichen Abschlussbedingungen. Es wird im Rahmen einer wirksamen Shelf-Registrierungserklärung auf Formular S-3 durchgeführt, wobei keine Wertpapiere an kanadische Käufer angeboten werden.
- Secured $20.0 million in additional funding through public offering
- Offering includes over-allotment option for additional 15% shares
- Potential dilution for existing shareholders
- Share offering priced at $2.60 may impact stock value
Insights
NioCorp's $20M offering at 31% discount to market price signals significant dilution that will likely pressure share values.
NioCorp's announcement of a
The offering will create approximately 7.7 million new shares, representing an estimated
This capital raise comes with significant costs beyond dilution. The underwriting discounts and offering expenses will reduce the net proceeds below the
While the capital infusion provides needed liquidity, the unfavorable terms signal weakness. Markets typically react negatively to offerings with such substantial discounts, as they reset investor expectations about fair value and suggest management couldn't secure more favorable financing terms.
CENTENNIAL, CO / ACCESS Newswire / April 17, 2025 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (NASDAQ:NB) today announced the pricing of its previously announced underwritten public offering in the United States (the "Offering"). The Offering consists of 7,692,308 common shares (or pre-funded warrants in lieu thereof) at a public offering price of
Maxim Group LLC is acting as sole book-running manager and underwriter for the Offering.
The Offering is expected to close on or about April 21, 2025 subject to the satisfaction of customary closing conditions.
The 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. 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 Offering.
A preliminary 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. 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 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.
# # #
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 Offering, and the intended use of the net proceeds of the Offering; the exercise of the over-allotment option, if any, and the securities issuable thereupon; 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 money is NioCorp (NB) raising in its April 2025 public offering?
What is the price per share for NioCorp's (NB) April 2025 public offering?
When will NioCorp's (NB) $20 million public offering close?
Who is the underwriter for NioCorp's (NB) April 2025 public offering?
What is the over-allotment option in NioCorp's (NB) public offering?
