SEC Comment Letter 0000000000-23-001145 to NIOCORP DEVELOPMENTS LTD (NB, NIOBW) (CIK 0001512228) (NB)
NIOCORP DEVELOPMENTS LTD (NB, NIOBW) (CIK 0001512228)
Date: Feb. 3, 2023 · CIK: 0001512228 · Accession: 0000000000-23-001145
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268227
Letter
United States securities and exchange commission logo February 3, 2023 Mark A. Smith President and Chief Executive Officer NioCorp Developments Ltd. 7000 South Yosemite Street, Suite 115 Centennial, CO 80112 Re:NioCorp Developments Ltd. Amendment No. 3 to Registration Statement on Form S-4 Filed January 31, 2023 File No. 333-268227 Dear Mark A. Smith: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Amendment No. 3 to Registration Statement on Form S-4 Q: Will NioCorp obtain new financing in connection with the Transactions?, page 11 1.Please disclose in this section the termination right under the Yorkville Convertible Debt Financing Agreement in the event that the First Debenture Closing does not occur on or prior to March 22, 2023, or tell us why you do not believe such information is material. We note your related disclosure on page 164. You may contact Brain McAllister, Staff Accountant, at (202) 551-3341 or Steve Lo, Staff Accountant, at (202) 551-3394 if you have questions regarding comments on the financial statements and related matters. For questions regarding comments on engineering matters, you may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with
FirstName LastNameMark A. Smith Comapany NameNioCorp Developments Ltd. February 3, 2023 Page 2 FirstName LastName Mark A. Smith NioCorp Developments Ltd. February 3, 2023 Page 2 any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Andrew C. Thomas
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United States securities and exchange commission logo
February 3, 2023
Mark A. Smith
President and Chief Executive Officer
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
Re:NioCorp Developments Ltd.
Amendment No. 3 to Registration Statement on Form S-4
Filed January 31, 2023
File No. 333-268227
Dear Mark A. Smith:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-4
Q: Will NioCorp obtain new financing in connection with the Transactions?, page 11
1.Please disclose in this section the termination right under the Yorkville Convertible Debt
Financing Agreement in the event that the First Debenture Closing does not occur on or
prior to March 22, 2023, or tell us why you do not believe such information is material.
We note your related disclosure on page 164.
You may contact Brain McAllister, Staff Accountant, at (202) 551-3341 or Steve Lo,
Staff Accountant, at (202) 551-3394 if you have questions regarding comments on the financial
statements and related matters. For questions regarding comments on engineering matters, you
may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact Karina Dorin,
Staff Attorney, at (202) 551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with
FirstName LastNameMark A. Smith
Comapany NameNioCorp Developments Ltd.
February 3, 2023 Page 2
FirstName LastName
Mark A. Smith
NioCorp Developments Ltd.
February 3, 2023
Page 2
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Andrew C. Thomas