NioCorp Completes Issuance and Sale of 75,000 Shares under the Standby Equity Purchase Agreement
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Insights
An issuance of shares, such as the one performed by NioCorp Developments Ltd., can be a significant event for current and potential investors as it impacts both equity value and capital structure. The sale of 75,000 shares at a discount, set at 97% of the volume-weighted average price, indicates a capital raise that could be used for various corporate purposes such as funding operations, paying off debt, or investing in growth opportunities. This discounted pricing strategy is commonly used to incentivize immediate investment and may reflect the company's urgent capital needs or a strategic move to strengthen its financial position.
From a financial standpoint, the dilution of existing shareholders' equity is a primary concern. The issuance of additional shares increases the total number of outstanding shares, which can lead to a reduction in earnings per share (EPS) if the capital raised does not result in a proportional increase in net income. Investors will be keen to understand how this capital will be deployed and whether it will generate a return that exceeds the cost of capital. The long-term impact on the stock price will largely depend on the company's ability to effectively utilize the raised funds to create shareholder value.
The reliance on Section 4(a)(2) of the Securities Act of 1933 for the exemption from registration suggests that NioCorp is targeting sophisticated investors, likely institutional ones, who are presumed to be capable of evaluating the risks associated with the investment. The absence of a need for a prospectus in this private placement indicates a streamlined process, avoiding the regulatory complexities and public scrutiny that come with public offerings.
However, the limitations on the sale of these shares, as they are not registered under the Securities Act or applicable state securities laws, mean that the resale of the Advance Shares could be subject to restrictions. This could potentially limit the liquidity of these shares, which might be a point of negotiation between the company and the investors. It's also worth noting that NioCorp is ensuring compliance with Canadian securities laws, which may differ from U.S. regulations, indicating the company's attention to multinational legal frameworks.
The strategic use of a Standby Equity Purchase Agreement is a proactive approach to capital management. It provides the company with a ready source of funding, which can be advantageous in volatile market conditions or when access to capital markets is uncertain. The agreement reflects a vote of confidence from the investors who have committed to purchasing shares at a future date, which can be seen as a positive signal to the market.
However, the specific terms of the deal, including the discount to the volume-weighted average price and the fact that no prospectus has been filed in Canada, suggest that this transaction may be tailored to a specific type of investor. This could imply that the broader market may not have been as receptive to a public offering, or that the company preferred the certainty and discretion of a private placement. The impact on the stock market will depend on investor perception of the company's financial health and strategic direction post-capital raise.
CENTENNIAL, CO / ACCESSWIRE / February 29, 2024 / NioCorp Developments Ltd. ("NioCorp" or the "Company") (NASDAQ:NB)(TSX:NB) today issued and sold 75,000 shares (the "Advance Shares") of the Company's common shares, without par value (the "Common Shares"), upon settlement of the previously announced Advance Notice that it delivered on February 26, 2024 pursuant to the Standby Equity Purchase Agreement, dated January 26, 2023 (the "Standby Equity Purchase Agreement"). The Advance Shares were issued and sold at a purchase price per share of
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Advance Shares are being offered and sold in reliance on the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act"). The Advance Shares have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws. In Canada, no offering of securities shall be made except by means of a prospectus in accordance with the requirements of applicable Canadian securities laws or an exemption therefrom. This communication is not, and under no circumstances is it to be construes as, a prospectus, offering memorandum, an advertisement or a public offering in any province or territory of Canada. In Canada, no prospectus has been filed with any securities commission or similar regulatory authority in respect of any of the Advance Shares.
For More Information
Contact Jim Sims, Corporate Communications Officer, NioCorp Developments Ltd., (720) 334-7066, jim.sims@niocorp.com
About NioCorp
NioCorp is developing a critical minerals project in Southeast Nebraska that is expected to produce niobium, scandium, and titanium, subject to the receipt of sufficient project financing. The Company also is evaluating the potential to produce several rare earths from the Elk Creek Critical Minerals Project (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, issuance and sale of the Advance Shares, including the number of Advance Shares that may ultimately be sold, the price at which the Advance Shares may be sold and the expected timing for the closing of the issuance and sale of the Advance Shares, and the expected and potential production of the Elk Creek Project. 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: results of the Company's demonstration-scale processing plant; the future price of metals; the stability of the financial and capital markets; other current estimates and assumptions regarding NioCorp's business combination (the "Business Combination") with GX Acquisition Corp. II and the Standby Equity Purchase Agreement (together with the Business Combination, the "Transactions"), and their expected benefits, including the ability to access the full amount of the expected net proceeds of the Standby Equity Purchase Agreement over the next three years; NioCorp's ability to receive a final commitment of financing from the Export-Import Bank of the United States ("EXIM"); anticipated benefits of the listing of the Common Shares on Nasdaq; the financial and business performance of NioCorp; NioCorp's anticipated results and developments in the operations of NioCorp in future periods; NioCorp's planned exploration activities; the adequacy of NioCorp's financial resources; NioCorp's ability to secure sufficient project financing to complete construction and commence operation of the Elk Creek Project; NioCorp's expectation and ability to produce niobium, scandium, and titanium at the Elk Creek Project; the outcome of current recovery process improvement testing, and NioCorp's expectation that such process improvements could lead to greater efficiencies and cost savings in the Elk Creek Project; the Elk Creek Project's ability to produce multiple critical metals; the Elk Creek Project's projected ore production and mining operations over its expected mine life; the completion of the demonstration plant and technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp's planned product suite; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement and construction companies; NioCorp's ongoing evaluation of the impact of inflation, supply chain issues and geopolitical unrest on the Elk Creek Project's economic model; the impact of health epidemics, including the COVID-19 pandemic, on NioCorp's business and the actions NioCorp may take in response thereto; and the creation of full time and contract construction jobs over the construction period of the Elk Creek Project.
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 recognize the anticipated benefits of the Transactions, including NioCorp's ability to access the full amount of the expected net proceeds under the Standby Equity Purchase Agreement over the next three years; unexpected costs related to the Transactions; the outcome of any legal proceedings that may be instituted against NioCorp following closing of the Transactions; NioCorp's ability to receive a final commitment of financing from EXIM on the anticipated timeline, on acceptable terms, or at all; NioCorp's ability to continue to meet Nasdaq listing standards; NioCorp's ability to operate as a going concern; risks relating to the Common Shares, including price volatility, lack of dividend payments and dilution or the perception of the likelihood any of the foregoing; NioCorp's requirement of significant additional capital; the extent to which NioCorp's level of indebtedness and/or the terms contained in agreements governing NioCorp's indebtedness or the Standby Equity Purchase 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 restatement of NioCorp's consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021 and the interim periods ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022, and December 31, 2022 and the impact of such restatement on NioCorp's future financial statements and other financial measures; 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; the effects of global health crises on NioCorp's business plans, financial condition and liquidity; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results; the results of metallurgical testing; 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; the 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.
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FAQ
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