NioCorp amends Yorkville convertible debt financing; sets conversion price floor at 30% of VWAP

On January 26, 2023, NioCorp Developments Ltd. (“NioCorp”) entered into a Securities Purchase Agreement (the “Yorkville Convertible Debt Financing Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN, Ltd., “Yorkville”), pursuant to which, among other matters, NioCorp agreed to issue to Yorkville, and any investor that exercises its contractual right previously granted by NioCorp to participate in the transactions contemplated by the Yorkville Convertible Debt Financing Agreement, up to a total of $16 million aggregate principal amount of unsecured convertible debentures of NioCorp

On February 24, 2023, NioCorp and Yorkville entered into an amendment to the Yorkville Convertible Debt Financing Agreement (the “Amendment”) pursuant to which the terms of the Convertible Debentures were amended to provide, among other things, that the Conversion Price (as defined in the Convertible Debentures) shall not be less than a floor price equal to the lesser of (a) 30% of the average of the daily volume-weighted average price of NioCorp's common shares (the “Common Shares”) on the principal U.S. market for the Common Shares as reported by Bloomberg Financial Markets (“VWAP”) during the five consecutive trading days immediately preceding the date of the closing of the Transaction (the “First Closing Date”) and (b) 30% of the average of the daily VWAP of the Common Shares during the five consecutive trading days immediately following the First Closing Date, subject to certain adjustments to give effect to any stock dividend, stock split, reverse stock split or recapitalization.