--- schema_version: "secwatch.filing_event.v1" accession: "0001539497-23-000399" form_type: "8-K" ticker: "NB" cik: "0001512228" company_name: "NIOCORP DEVELOPMENTS LTD" filed_at: "2023-03-10T23:59:59+00:00" generated_at: "2026-06-18T05:26:26.806032+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # NioCorp shareholders vote >96% to approve business combination with GXII and up to $81M in Yorkville financings ## Summary - Approved share issuance for business combination with GXII; 96.23% of votes cast in favor. - Approved Yorkville equity facility and convertible debt financing; 96.04% and 96.15% approval respectively. - Also approved quorum amendment reducing threshold to 33 1/3%. - Completion still subject to TSX approval and GXII stockholder approval. ## SEC filing metadata - accession: 0001539497-23-000399 - form_type: 8-K - ticker: NB - cik: 0001512228 - company_name: NIOCORP DEVELOPMENTS LTD - filed_at: 2023-03-10T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000399/0001539497-23-000399-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000399/n2574_8k-x96.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001539497-23-000399 - JSON: https://secwatch.observer/filing/0001539497-23-000399.json - Plain text: https://secwatch.observer/filing/0001539497-23-000399.txt ## Key facts - Shareholder Votes NIOCORP DEVELOPMENTS LTD shareholders approved The Yorkville Convertible Debt Financing Proposal: To approve the issuance of all of the convertible debentures of NioCorp that may be issuable, all of the warrants of NioCorp that may be issuable, and all of the Common Shares that may be issuable upon conversion of the principal amount of, and any at the 2023-03-10 meeting. - Outcome: passed - Meeting: 2023-03-10 source text: PROPOSAL 3 “The Yorkville Convertible Debt Financing Proposal”: To approve the issuance of all of the convertible debentures of NioCorp that may be issuable, all of the warrants of NioCorp that may be issuable, and all of the Common Shares that may be issuable upon conversion of the principal amount of, and any and all accrued interest on, the convertible debentures at the Conversion Price (as defined in the Joint Proxy Statement/Prospectus) and upon exercise of the warrants, in each case, in connection with the transactions contemplated by the Securities Purchase Agreement, dated January 26, 2023, by and between NioCorp and Yorkville, as may be amended from time to time, including by the Amendment No. 1 to Securities Purchase Agreement, dated February 24, 2023, by and between NioCorp and Yorkville. For Against Abstain 110,465,612 2,573,620 1,852,959 evidence_url: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000399/0001539497-23-000399-index.htm - Shareholder Votes NIOCORP DEVELOPMENTS LTD shareholders approved The Share Issuance Proposal: To approve the issuance of Common Shares, and including the possible creation of GX Sponsor II LLC as a control person, in connection with the Transactions. at the 2023-03-10 meeting. - Outcome: passed - Meeting: 2023-03-10 source text: PROPOSAL 1 “The Share Issuance Proposal”: To approve the issuance of Common Shares, and including the possible creation of GX Sponsor II LLC as a control person, in connection with the Transactions. For Against Abstain 110,565,875 2,728,919 1,597,397 evidence_url: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000399/0001539497-23-000399-index.htm - Shareholder Votes NIOCORP DEVELOPMENTS LTD shareholders approved The Quorum Amendment Proposal: To approve, with or without amendment, an amendment to the NioCorp Articles to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any m at the 2023-03-10 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-03-10 source text: PROPOSAL 4 “The Quorum Amendment Proposal”: To approve, with or without amendment, an amendment to the NioCorp Articles to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of NioCorp shareholders. For Against Abstain 110,267,696 2,784,406 1,840,089 evidence_url: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000399/0001539497-23-000399-index.htm - Shareholder Votes NIOCORP DEVELOPMENTS LTD shareholders approved The Yorkville Equity Financing Proposal: To approve the issuance of all of the Common Shares that may be issuable upon a sale at the Purchase Price and all of the Commitment Shares to be issued, in each case, in connection with the transactions contemplated by the Standby Equity Purchase Agreement, at the 2023-03-10 meeting. - Outcome: passed - Meeting: 2023-03-10 source text: PROPOSAL 2 “The Yorkville Equity Financing Proposal”: To approve the issuance of all of the Common Shares that may be issuable upon a sale at the Purchase Price (as defined in the Joint Proxy Statement/Prospectus) and all of the Commitment Shares (as defined in the Joint Proxy Statement/Prospectus) to be issued, in each case, in connection with the transactions contemplated by the Standby Equity Purchase Agreement, dated January 26, 2023, by and between NioCorp and YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN, Ltd., “Yorkville”), as may be amended from time to time. For Against Abstain 110,346,350 2,559,143 1,986,698 evidence_url: https://www.sec.gov/Archives/edgar/data/1512228/000153949723000399/0001539497-23-000399-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.