UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1) 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report: January 16, 2017

(Date of earliest event reported)

 

NioCorp Developments Ltd.
(Exact Name of Registrant as Specified in Charter)

 

British Columbia, Canada

(State or Other Jurisdiction of
Incorporation)

 

000-55710

(Commission File Number)

 

98-1262185

(IRS Employer Identification No.)

 

7000 South Yosemite Street, Suite 115

Centennial, Colorado

(Address of principal executive offices)

 

80112

(Zip Code)

 

Registrant’s telephone number, including area code:   (720) 639-4647

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Explanatory Note

 

The Registrant hereby files this amendment to its Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 20, 2017, to add disclosure regarding the Smith Credit Agreement (as defined herein) which was inadvertently omitted from the prior filing.

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On January 16, 2017, NioCorp Developments Ltd. (the “Company”) and its Chief Executive Officer, Mark A. Smith, entered into a Credit Facility Agreement (the “Smith Credit Agreement”) pursuant to which Mr. Smith agreed to make available to the Company a credit facility of up to $2,000,000. Under the Smith Credit Agreement, Mr. Smith has agreed to advance amounts requested by the Company under the credit facility (the “Loan”) up to the $2,000,000 maximum. The credit facility is non-revolving and amounts paid back under the terms of the Smith Credit Agreement do not again become available for drawdowns at the request of the Company.

 

The Company will pay interest to Mr. Smith on amounts outstanding under the Loan and on any overdue interest at a rate equal to 10% per annum, calculated monthly in arrears, through to the date of repayment of the Loan. Interest on the Loan will be computed on the basis of a 360-day year comprised on twelve 30-day months. Mr. Smith will also receive an establishment fee equal to 2.5% of the amount of any drawdown payable at the time of the drawdown as consideration of the advancement of such drawdown.

 

Any outstanding balance on the Loan, including accrued interest, shall be immediately due and payable by the Company on the date of termination of the Smith Credit Agreement on January 16, 2018 or upon the occurrence of an Event of Default (as described below). The Company can pre-pay the Loan at any time without notice and without penalty or prepayment fees.

 

Drawdowns under the Smith Credit Agreement must be made on a business day before the termination date for a minimum amount of $10,000 and not cause to total amount advanced to exceed $2,000,000. Further, Mr. Smith must have received the written drawdown request along with payment of the establishment fee. Each drawdown request is subject to the consent of Mr. Smith, which may be withheld in Mr. Smith’s sole discretion.

 

Under the terms of the Smith Credit Agreement, the Company has covenanted that so long as monies are outstanding under the Loan, it will: (a) repay, or cause to be repaid, the Loan and all other monies required to be paid to Mr. Smith in accordance with the Agreement and (b) duly observe and perform all obligations and agreement set forth in the Agreement.

 

The following occurrences will trigger and Event of Default under the Smith Credit Agreement, causing the principal amount of Loan outstanding, plus accrued interest, costs and all other monies owing to Mr. Smith to immediately become payable upon demand by Mr. Smith: (a) if the Company shall default in any payment of principal, interest or other amount when the same is required under the Smith Credit Agreement and such default has continued for a period of seven (7) days after notice in writing has been given by Mr. Smith to the Company regarding such default, (b) if the Company shall become insolvent, make a general assignment for the benefit of its creditors, or passes a resolution for the winding-up, merger or amalgamation of the Company, or the Company declares bankruptcy or a receiver is appointed under applicable law, or a compromise or arrangement is proposed by the Company to its creditors, or the occurrence of similar events (c) if the Company defaults in observing or performing any other covenant or agreement of the Smith Credit Agreement and such default has continued for a period of seven (7) days after notice in writing has been given by Mr. Smith to the Company regarding such default.

 

The Smith Credit Agreement is secured, along with the Company’s prior $1 million loan from Mr. Smith pursuant to a loan agreement dated June 17, 2015, by all of the Company’s assets pursuant to a general security agreement between the Company and Mr. Smith dated June 17, 2015.

 

Pursuant to the Company’s related party transaction corporate governance policies, the Smith Credit Agreement was approved by the Company’s Audit Committee and the disinterested directors of the Board of Directors.

 

The above is a summary of the material terms of the Smith Credit Agreement and is qualified in its entirety by the complete terms of the Smith Credit Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

 

 

 

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure regarding the Smith Credit Agreement contained in Item 1.01 of this Current Report on Form 8-K/A is hereby incorporated by reference into this Item 2.03.

 

On January 18, 2017, the Company completed a drawdown from the credit facility under the Smith Credit Agreement in the amount of $175,000.

 

Item 9.01. Exhibits.

 

Exhibit   Description
10.1   Smith Credit Agreement, previously filed as Exhibit 10.1 to the Company’s 8-K filed on January 20, 2017 and incorporated herein by reference.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NIOCORP DEVELOPMENTS LTD.
     
DATE:  January 20, 2017 By: /s/ Neal Shah
   

Neal Shah

Chief Financial Officer