CENTENNIAL, CO / ACCESSWIRE / October 2, 2023 / NioCorp Developments Ltd. (“NioCorp” or the “Company“) (Nasdaq:NB)(TSX:NB) announced today that its principal regulator, the Ontario Securities Commission (“OSC“), has approved the Company’s application for, and has granted, a management cease trade order (the “MCTO“).
As previously announced on September 26, 2023, NioCorp applied for the MCTO due to the anticipated delay in filing its annual financial statements for the year ended June 30, 2023, the related management’s discussion and analysis, and the CEO and CFO certifications relating to the annual financial statements (collectively, the “Required Documents“) before the September 28, 2023 deadline. The closing of the Company’s previously announced business combination (the “Business Combination“) with GX Acquisition Corp. II (“GX“) and the ongoing complexities in integrating GX and accounting for the Business Combination resulted in the delay in filing the Required Documents.
The MCTO restricts all trading in securities of the Company by NioCorp’s Chief Executive Officer and Chief Financial Officer until such time as the Required Documents have been filed by the Company and the MCTO has been revoked. The MCTO does not generally affect the ability of other shareholders of the Company or the general investing public to trade in the Company’s securities.
The Company confirms that it will comply with the provisions of the alternative information guidelines under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203“) by issuing bi-weekly default status reports in the form of news releases for as long as the Required Documents have not been filed. The Company confirms that there is no material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.
In addition, as a U.S. Securities and Exchange Commission (“SEC“) reporting issuer, NioCorp filed a Form 12b-25 Notice of Late Filing with the SEC on September 29, 2023 to provide for an extension to file its Annual Report on Form 10-K through October 13, 2023.
Pursuant to the MCTO, NioCorp will have until November 28, 2023 (the “Filing Deadline“) to file the Required Documents with the applicable Canadian regulatory authorities. NioCorp’s management is working diligently to remedy the situation and anticipates filing the Required Documents prior to the Filing Deadline.
NioCorp intends to provide updates on further developments in respect of this matter promptly following their occurrence.
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NioCorp is developing a critical minerals project in Southeast Nebraska that is expected to produce niobium, scandium, and titanium, subject to the receipt of sufficient project financing. The Company also is evaluating the potential to produce several rare earths from the Elk Creek Project. Niobium is used to produce specialty alloys as well as High Strength, Low Alloy steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium is a specialty metal that can be combined with Aluminum to make alloys with increased strength and improved corrosion resistance. Scandium is also a critical component of advanced solid oxide fuel cells. Titanium is used in various lightweight alloys and is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor, and medical implants. Magnetic rare earths, such as neodymium, praseodymium, terbium, and dysprosium are critical to the making of Neodymium-Iron-Boron magnets, which are used across a wide variety of defense and civilian applications.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements“). Forward-looking statements may include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, including statements about: the Required Documents and whether the Company will remedy the default by October 6, 2023 or the Filing Deadline; the impact of the MCTO on the Company, its shareholders and directors; and the Company’s compliance with NP 12-203. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations of the management of NioCorp and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations, and assumptions relating to: the Company’s auditors being able to complete their review of the annual financial statements in a timely manner; and the Company complying with the requirements of NP 12-203. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by NioCorp with the SEC and with the applicable Canadian securities regulatory authorities and the following: NioCorp’s auditors being unable to complete their review of the annual financial statements in a timely manner and NioCorp consequently not filing the Required Documents by October 6, 2023 or the Filing Deadline; NioCorp being unable to comply with the requirements of NP 12-203 and the OSC consequently issuing a general cease trade order; NioCorp’s ability to operate as a going concern; NioCorp’s requirement of significant additional capital; NioCorp’s limited operating history; NioCorp’s history of losses; cost increases for NioCorp’s exploration and, if warranted, development projects; a disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and supply shortages; current and future off take agreements, joint ventures, and partnerships; NioCorp’s ability to attract qualified management; the effects of the COVID-19 pandemic or other global health crises on NioCorp’s business plans, financial condition and liquidity; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results; changes in demand for and price of commodities (such as fuel and electricity) and currencies; changes or disruptions in the securities markets; legislative, political or economic developments; the need to obtain permits and comply with laws and regulations and other regulatory requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection with exploration, mining, or development activities; the speculative nature of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp’s properties; potential future litigation; and NioCorp’s lack of insurance covering all of NioCorp’s operations.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties, and other factors, including without limitation those discussed under Part I, Item 1A. “Risk Factors” contained in the Company’s most recent Annual Report on Form 10-K, and Part II, Item 1A. “Risk Factors” contained in the Company’s subsequent Quarterly Reports on Form 10-Q, as well as any amendments thereto.
The Company’s forward-looking statements contained in this communication are based on the beliefs, expectations, and opinions of management as of the date of this communication. The Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations, or opinions should change, except as required by law. For the reasons set forth above, investors should not attribute undue certainty to, or place undue reliance on, forward-looking statements.