--- schema_version: "secwatch.filing_event.v1" accession: "0001539497-23-000085" form_type: "8-K" ticker: "NB" cik: "0001512228" company_name: "NIOCORP DEVELOPMENTS LTD" filed_at: "2023-01-27T23:59:59+00:00" generated_at: "2026-06-20T07:08:55.315044+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # NioCorp secures up to $80.36M in Yorkville financings, contingent on GXII merger close ## Summary - Yorkville Convertible Debt: up to $16M principal in 5% unsecured convertible debentures with 18-month term. - Yorkville Equity Facility: standby purchase of up to $65M in common shares over 36 months post-closing. - Financing closes only upon completion of NioCorp's business combination with GX Acquisition Corp. II. - Proceeds to fund Elk Creek project construction and transaction expenses; TSX & shareholder approvals required. - NioCorp must pay $1.6M termination fee if it walks away before first closing; Yorkville can exit after Mar 22, 2023. ## SEC filing metadata - accession: 0001539497-23-000085 - form_type: 8-K - ticker: NB - cik: 0001512228 - company_name: NIOCORP DEVELOPMENTS LTD - filed_at: 2023-01-27T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.03, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000085/0001539497-23-000085-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000085/n2574_x77-8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001539497-23-000085 - JSON: https://secwatch.observer/filing/0001539497-23-000085.json - Plain text: https://secwatch.observer/filing/0001539497-23-000085.txt ## Key facts - Debt Financings NIOCORP DEVELOPMENTS LTD incurred convertible notes of $16,000,000 aggregate principal amount of unsecured convertible debentures with YA II PN, Ltd. (Yorkville) at 5.0% per annum (increasing to 15.0% per annum upon event of default) maturing 18-month term from the First Debenture Closing, extendable by one six-month period at NioCorp's option. - Instrument: convertible notes - Principal: $16,000,000 aggregate principal amount of unsecured convertible debentures - Counterparty: YA II PN, Ltd. (Yorkville) - Rate: 5.0% per annum (increasing to 15.0% per annum upon event of default) - Maturity: 18-month term from the First Debenture Closing, extendable by one six-month period at NioCorp's option - Event: incurrence source text: up to $16,000,000 aggregate principal amount of unsecured convertible debentures of NioCorp (the “Convertible Debentures”) convertible into common shares of NioCorp (the “Common Shares”) and Common Share purchase warrants (the “Financing Warrants”) entitling the holders thereof to purchase additional Common Shares (the “Yorkville Convertible Debt Financing”) evidence_url: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000085/0001539497-23-000085-index.htm - Material Agreements NIOCORP DEVELOPMENTS LTD entered into Yorkville Convertible Debt Financing Agreement with YA II PN, Ltd. valued at up to $16,000,000 aggregate principal amount of unsecured convertible debentures (effective 2023-01-26). - Action: entry - Agreement: notes offering - Counterparty: YA II PN, Ltd. - Value: up to $16,000,000 aggregate principal amount of unsecured convertible debentures - Effective: 2023-01-26 source text: On January 26, 2023, NioCorp entered into a Securities Purchase Agreement (the “Yorkville Convertible Debt Financing Agreement”), by and between NioCorp and Yorkville. Pursuant to the Yorkville Convertible Debt Financing Agreement, Yorkville, and any investor that exercises its contractual right previously granted by NioCorp to participate in the Yorkville Convertible Debt Financing (collectively with Yorkville, the “Investors”), will advance an initial total amount of $9,600,000 to NioCorp in consideration of the issuance by NioCorp to the Investors of $10,000,000 aggregate principal amount of Convertible Debentures at the time of Closing (the “First Debenture Closing”), and an additional total amount of $5,760,000 to NioCorp in consideration of the issuance by NioCorp to the Investors of $6,000,000 aggregate principal amount of Convertible Debentures on a date to be determined at the election of NioCorp, but which may not be prior to the later to occur of (i) the date of filing of th evidence_url: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000085/0001539497-23-000085-index.htm - Material Agreements NIOCORP DEVELOPMENTS LTD entered into Yorkville Equity Facility Financing Agreement with YA II PN, Ltd. valued at up to $65,000,000 (effective 2023-01-26). - Action: entry - Agreement: equity purchase - Counterparty: YA II PN, Ltd. - Value: up to $65,000,000 - Effective: 2023-01-26 source text: On January 26, 2023, NioCorp Developments Ltd. ("NioCorp") entered into definitive agreements with respect to two previously announced financings with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN, Ltd., “Yorkville”). The financings contemplated by the definitive agreements include (i) up to $16,000,000 aggregate principal amount of unsecured convertible debentures of NioCorp (the “Convertible Debentures”) convertible into common shares of NioCorp (the “Common Shares”) and Common Share purchase warrants (the “Financing Warrants”) entitling the holders thereof to purchase additional Common Shares (the “Yorkville Convertible Debt Financing”); and (ii) a standby equity purchase facility pursuant to which NioCorp will have the right, but not the obligation, subject to the conditions set out therein, to sell Common Shares to Yorkville with a maximum aggregate value of up to $65,000,000 over a period of up to 36 months (the “Yorkville Equ evidence_url: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000085/0001539497-23-000085-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.