8-K: NioCorp to Voluntarily Delist from TSX, Focuses on Nasdaq Listing

NioCorp Developments Ltd. will voluntarily delist its common shares from the Toronto Stock Exchange (TSX) on May 3, 2024, to concentrate trading on the Nasdaq.

Summary

• NioCorp Developments Ltd. has announced its intention to voluntarily delist its common shares from the Toronto Stock Exchange (TSX).
• The delisting is expected to take effect at the close of trading on May 3, 2024, pending TSX approval.
• The company's shares will continue to trade on the Nasdaq Capital Market under the symbol NB.
• The decision to delist from the TSX was made because over 90% of NioCorp's average daily trading volume occurs on the Nasdaq.
• The company believes that maintaining the TSX listing does not provide sufficient benefits to justify the associated costs.
• NioCorp will remain a reporting issuer in Canada and will continue to comply with Canadian securities laws.
• Canadian shareholders can still trade their shares on the Nasdaq through many Canadian brokers.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the company is streamlining its operations and reducing costs. However, there are risks associated with the company's financial position and the delisting may have a minor negative impact on some Canadian investors.

Positives

• The company is streamlining its listing to focus on the exchange with the most trading volume.
• The move is expected to reduce administrative costs and expenses associated with maintaining two listings.
• NioCorp will remain a reporting issuer in Canada, ensuring continued transparency for Canadian investors.
• Canadian shareholders will still be able to trade their shares on the Nasdaq.

Negatives

• The delisting from the TSX may reduce visibility for some Canadian investors who prefer to trade on the TSX.
• Canadian shareholders will need to ensure their brokers can trade on the Nasdaq.

Risks

• The delisting is subject to approval by the TSX.
• There is a risk that some Canadian investors may find it less convenient to trade NioCorp shares on the Nasdaq.
• The company's ability to access the full amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement over the next three years is not guaranteed.
• The company faces risks related to its ability to obtain financing from the Export-Import Bank of the United States.
• NioCorp's ability to continue to meet the listing standards of the NASDAQ is not guaranteed.
• The company has a history of losses and requires significant additional capital.
• There are risks related to the company's level of indebtedness and the terms of its agreements.
• The company has a material weakness in its internal control over financial reporting.
• There are risks related to the company's exploration and development projects, including cost increases and supply shortages.
• The company faces risks related to changes in commodity prices, competition, and legislative developments.
• There are risks related to the impacts of climate change and the need to obtain permits and comply with regulations.
• The company faces risks of accidents, equipment breakdowns, and labor disputes.
• There is a risk of cost overruns or unanticipated expenses in development programs.

Future Outlook

The company expects to continue trading on the Nasdaq and to remain a reporting issuer in Canada. NioCorp also plans to continue developing its Elk Creek Critical Minerals Project, with the potential to produce niobium, scandium, titanium, and rare earths.

Management Comments

• The Board concluded that maintaining the TSX listing does not offer sufficient benefits to the Company and its shareholders to justify the expenses and administrative costs for the continued TSX listing.

Industry Context

This move reflects a trend of companies streamlining their listings to focus on exchanges with the highest trading volume and to reduce costs. It is not uncommon for companies with dual listings to consolidate to a single exchange.

Comparison to Industry Standards

• Many companies with dual listings on the TSX and Nasdaq have chosen to delist from one exchange to reduce costs and focus on the primary trading market.
• For example, several Canadian mining companies with a primary listing on the TSX have delisted from secondary exchanges in the US or Europe to streamline operations.
• This move by NioCorp is consistent with industry best practices for companies seeking to optimize their listing strategy.

Stakeholder Impact

• Shareholders will need to be aware of the delisting and ensure their brokers can trade on the Nasdaq.
• The company expects to reduce costs, which could benefit shareholders in the long term.
• The company will continue to provide regular comprehensive disclosure pursuant to applicable Canadian securities laws.

Next Steps

• The company will seek approval from the TSX for the delisting.
• The company will continue to trade on the Nasdaq under the symbol NB.
• The company will continue to develop its Elk Creek Critical Minerals Project.

Key Dates

Keywords

NioCorp, TSX, Nasdaq, delisting, common shares, trading volume, critical minerals, niobium, scandium, rare earths