Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Accountant quits. Hmm
https://www.sec.gov/ix?doc=/Archives/edgar/data/1512228/000153949723001719/n2574_8k-x167.htm
FORM 8-K
Item 4.01 Changes in Registrant’s Certifying Accountant.
On October 9, 2023, BDO USA, P.C. (“BDO”) notified NioCorp Developments Ltd. (the “Company”) that it has declined to stand for re-election as the Company’s independent registered public accounting firm at the Company’s next Annual General Meeting. BDO has indicated its intent to remain as the Company’s independent registered public accounting firm until the completion of BDO’s review of the Company’s financial statements and the filing of the Company’s Form 10-Q for the quarterly period ended September 30, 2023. The decision by BDO to decline to stand for re-election was not recommended or approved by the audit committee or the board of directors of the Company. Upon completion of BDO’s services as the Company’s independent registered public accounting firm, the Company will file an amendment to this Current Report on Form 8-K with an update to the disclosures required by Item 304(a) of Regulation S-K.
BDO’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that each report on the Company’s consolidated financial statements contained an explanatory paragraph regarding the Company’s ability to continue as a going concern based on the Company’s accumulated deficit, recurring losses from operations, and the Company’s expectation of continuing future losses as of June 30, 2023 and 2022.
During the two fiscal years ended June 30, 2023, and in the subsequent interim period through October 9, 2023, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements for such years.
Except as described above, during the two fiscal years ended June 30, 2023, and in the subsequent interim period through October 9, 2023, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except that BDO advised the Company of the existence of material weaknesses in management’s internal control over financial reporting, as previously disclosed in the Company’s Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and the Company’s Quarterly Reports on Form 10-Q for the quarterly periods during fiscal year 2023.
The Company provided BDO with a copy of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that BDO furnish the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether BDO agrees with the statements made by the Company in this Current Report on Form 8-K in response to Item 304(a) and, if not, stating the respects in which BDO does not agree. A copy of BDO’s letter to the SEC, dated October 13, 2023, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
The audit committee of the Company’s board of directors has begun a search process to identify a successor independent registered public accounting firm as soon as practicable. There can be no assurance that the Company will be able to appoint a new independent registered public accounting firm on a timely basis, which would result in the Company’s inability to file required reports with the SEC, limit its ability to raise capital, and result in a loss of investor confidence.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
16.1 Letter of BDO USA, P.C., dated October 13, 2023.
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.
Forward-Looking Statements
This Current Report on Form 8-K 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 BDO’s intent to remain as the Company’s independent registered public accounting firm until the completion of BDO’s review of the Company’s financial statements and the filing of the Company’s Form 10-Q for the quarterly period ended September 30, 2023, and the Company’s search process to identify a successor independent registered public accounting firm. 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 the Company 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: BDO remaining as the Company’s independent registered public accounting firm until the completion of BDO’s review of the Company’s financial statements and the filing of the Company’s Form 10-Q for the quarterly period ended September 30, 2023, and the ability of the audit committee of the Company’s board of directors to identify a successor independent registered public accounting firm. 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 the Company with the SEC and the applicable Canadian securities regulatory authorities and the following: the risk that BDO may terminate its services to the Company sooner than indicated; and the ability of the audit committee of the Company’s board of directors to appoint a new independent registered public accounting firm on a timely basis. Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. All subsequent written and oral forward-looking statements concerning the matters addressed herein and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NIOCORP DEVELOPMENTS LTD.
DATE: October 13, 2023 By: /s/ Neal S. Shah
Neal S. Shah
Chief Financial Officer
Putz you are using incorrect resource value. Need to use reserve value. If only was stickied.
Probable Mineral Reserves
Sc 3,676 t or 3,676,000 kg
Nb 171,140 t or 171,140,000 kg
Ti 431,793 t or 431,793,000 kg
That is $11 million per year ti
Based on 2022FS
Double recovery gives $22 million
Quadruple the price is $88 million per year
Reposted for all:
Here are the values from the 2022 FS
Indicated Mineral Resource
Sc 11,337 t
Nb 970.3 kt
Ti 4,221 kt
Probable Mineral Reserves
Sc 3,676 t or 3,676,000 kg
Nb 171,140 t or 171,140,000 kg
Ti 431,793 t or 431,793,000 kg
Average Price over LoM
Sc2O3 - $3,674 per kg
Nb - $46.55 per kg
TiO2 - $0.99 per kg
LoM Gross Revenue 38 yrs
Total - $21,900,000,000
Sc2O3 - $13,504,000,000
Nb - $7,968,000,000
TiO2 - $427,000,000
Average Annual Gross Revenue
Total - $576,289,474
Sc2O3 - $355,368,421 or 61.66%
Nb - $209,684,211 or 36.39%
TiO2 - $11,236,842 or 1.95%
Thanks Prudent Capitalist I have read that before.
However on the EXIM website you will find the following below. I agree with Boilermaker that it doesn't make sense not to have a FS.
https://www.exim.gov/solutions/project-and-structured-finance/our-approach-to-project-finance
"A technical feasibility study or sufficient detailed engineering information needs to be provided to demonstrate technical feasibility of the project.
Information Required
Technical description and a process flow diagram for each project facility.
Detailed estimate of operating costs.
Arrangement for supply of raw materials and utilities.
Draft turnkey construction contract and description of sources of possible cost increases and delays during construction, including detailed description of liquidated damage provisions and performance bond requirements.
Project implementation schedule, showing target dates for achieving essential project milestones.
A site-specific environmental assessment, highlighting concerns, requirements and solutions. These documents should demonstrate compliance with EXIM Bank's environmental guidelines. All applicants must submit a Preliminary Environmental Assessment report conducted by a third party expert prior to an application for final commitment."
Yes I agree with you, a contingency. I read this in the pr and it just seemed we need to complete economics but apparently not.
"As no economic analysis has been completed on the rare earth mineral resource comprising the Elk Creek Project, further studies are required before determining whether extraction of rare earth elements can be reasonably justified and economically viable after taking account all relevant factors."
I don't think they can do an offtake without a FS showing ree. I don't think EXIM can approve without an updated FS. We will find out in the coming weeks.
From last year Mark boasted about "up to $81 million" of toxic debt as part of the deal. That is the biggest red flag.
The toxic debt is selling everyday. The stock is down 3-4 bucks in a short period. Even now you say it can't go in the 2's, but Yorkville doesn't care about the price. They want to recover their money and they will keep selling even if under a buck if they were able. Luckily we have a floor of 2.14 If it goes below that it will enable a "trigger date" which will require monthly payments of $1,125,000 to Yorkville.
The same happened to celu. Floor price was .75 Stock broke through that in Feb. They agreed to lower the floor to .50 and stock broke through that. Celu has to make $6 million monthly payments, they are in default/possible bankrupt with stock at .23
Nothing but bad news in the 10k.
So, there is still $8.16 million of Yorkville conv debt on the NB ask.
Niocorp needs additional $9 million over the next 9 months to fund basic operations.
This will force $9 million more on the ask via Yorkville equity agreement SEPA
The conv debt floor price is $2.14 per share seems inevitable.
Fiscal 2023 Summary Compensation Table
Smith, salary- $304,000 bonus- $100,000 options- $216,300 total- $620,300
Honan, salary- $265,000 bonus- $50,000 options- $123,600 total- $438,600
Shah, salary- $227,500 bonus- $50,000 options- $123,600 total- $401,100
New Compensation Approved
Smith, salary- $325,000 bonus- $100,000 options- 70,000
Honan, salary- $280,000 bonus- $50,000 options- 40,000
Shah, salary- $250,000 bonus- $50,000 options- 40,000
OS increased 4,666,798 shares or 16.5%
Scandium pricing changed from $3675 to $2100;
a 43% drop, dropping the expected Sc revenue from $390 million down to $222 million
Yorkville convertible debt:
"Convertible Debentures with an aggregate outstanding principal and accrued interest balance of $8.16 million as of October 6, 2023"
Additional cash needed:
"does not have sufficient cash on hand to continue to fund basic operations for the next twelve months, and additional funds totaling $8.0 million to $9.0 million, net of funds raised from the September financing transactions discussed above, are likely to be necessary to continue advancing the project in the areas of financing, permitting, and detailed engineering."
It seems kind of ridiculous that Mark is applying for financing and at the same time trying to find someone interested in buying the scandium. Maybe if he secured more scandium off takes over the last 3-4 years the financing would be a breeze. Instead he has projected $390 million in sales per year but there are no takers for nearly 90% of it. Bankers don't care about latent demand or wild predictions by matheson that have proven to be wrong.
Always possibilities but:
"NioCorp and Nanoscale plan to first demonstrate Nanocale’s technology at pilot scale using purchased scandium feedstock."
https://www.niocorp.com/niocorp-launches-phased-approach-to-commercial-production-of-made-in-america-aluminum-scandium-master-alloy/
I disagree NorCal. Charting has nothing to do with fundamentals. The reason charts are not working now is toxic debt. $16 million toxic debt on the ask will not allow a sustainable rally until retail can pay that off. With a natural (nontoxic) buy/sell volume - charts will be in play.
Apparently adjusting 18 strike price by exchange ratio,
18÷1.11829212= 16.10
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001512228/000153949723001028/n2574_x137-10q.htm
"Public Warrants
The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, (ii) the last reported sale price of the Common Shares equals or exceeds approximately $16.10 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period"
It is not necessary to assume what the offtake term sheet is for.
It clearly says in the pr:
"The Term Sheet executed today envisions a definitive agreement for a 10-year offtake contract for specific amounts of neodymium-praseodymium oxide, dysprosium oxide, and terbium oxide that NioCorp aims to produce"
Reference your idea about plausibility for a stellantis scandium offtake- well anything is possible.
Here we sit with wishful thinking hoping for something more than just 12% offtake on the $390 million per year projections. Why can't you simply agree that Mark has failed on this point and if he was successful NB would be off and running.
I didn't mean to direct that towards you but to the board in general. You can tell I don't like Yorkville.
Going to a scandium conference will only highlight Mark's failures over the last several years to get the job done.
Remember the elephant in the room. Mark wants to produce 5 times more scandium than current world supply/demand. Yet with all this hope he has only produced 1 offtake for 12% of anticipated production. So of the projected $390 million per year scandium revenue, he has only secured offtakes on $47 million. And that is using his business partner Matheson's incestuous price.
62% of projected mine revenue is from scandium and Mark is unable to secure offtakes for it.
I believe your speculation is wrong. Yorkville is not an investor in Niocorp. They get their shares at a discount to the market and dump them on retail investors. They are toxic lending scum.
That is why the stock price is unable to rally for more than a day or two sitting at a 5 year low. Not to mention the 30% dilution by the company (increasing from 28 million to 32 million shares and also adding in 4.5 million vested shares for the founders for a total of 8.5/28 or 30%.)
Mark with all his honesty integrity and experience boasted about the toxic debt of up to $81 million as if it was a good thing knowing full well what it would do to shareholders. And he never mentioned or clarified that the founders would get up to 8 million shares no matter if nearly everyone redeemed or not which they did. He only has himself to blame for his actions as CEO.
That is false spin. They do not think it is a good investment. They are obligated to buy shares upon NioCorps request and quickly dump it. Mark is selling shares out of the trunk of his car to toxic funders. They do not invest. They destroy shareholder value. For their services:
"and will issue to Yorkville $650,000 aggregate principal amount of Common Shares for no additional consideration. Additionally, NioCorp will pay to Yorkville an aggregate fee of $1,500,000 in cash (the “Cash Fee”), including $500,000 on the date of Closing and the remainder in installments over a 12-month period following the date of the Closing,"
That makes perfect sense. Same as a form T trade reported after hours on otc
Trade is the same number of shares as Friday 41,307 after hours
It is unusual and certainly not a wash sale. But why would someone accumulate shares in the illiquid after hours session?
I believe EXIM preliminary project letter phase one will be issued by end of this month or 4 months from June submission. Then on to phase two due diligence.
Yes peculiar. 3rd day in a row 40,000 shares was for sale in after hours and was purchased. Almost like it was planned or a wash sale.
EXIM's 1st loan under new program. Strangely it goes to Aquatech whose CEO happens to be on advisory committee for EXIM.
https://www.post-gazette.com/business/career-workplace/2023/09/07/aquatech-exim-water-purification/stories/202309050075
"The loan is the first financing project EXIM has provided under its Make More in America Initiative, which aims to support American manufacturing and job growth"
https://blog.aquatech.com/news-venkee-sharma-to-serve-on-exims-advisory-committee
After reading thousands of your moronic posts I am starting to enjoy them.
My previous post:
It seems the $65 million Yorkville sepa financing does allow an advance purchase to be sold (shorted) before receiving it.
See the last sentence of the quote at the bottom.
https://www.niocorp.com/niocorp-completes-issuance-and-sale-of-100000-shares-under-the-standby-equity-purchase-agreement/
https://www.sec.gov/Archives/edgar/data/1512228/000153949723001502/n2574_x153posam-sepa.htm
"YA has agreed that, during the term of the Purchase Agreement, neither YA nor its affiliates will engage in any short sales or hedging transactions which establish a net short position with respect to any securities of NioCorp (including our Common Shares), provided that upon receipt of an Advance Notice, YA may sell Advance Shares that it is obligated to purchase under such Advance Notice prior to taking possession of such Advance Shares."
We are selling 70000 shares to Yorkville for cash. They will sell today in the market to eliminate risk.
Is this a repost from last year, or the year before? I wish we knew their definition of "coming weeks"
Agreed. Also think Kehler and Yorkville are just tools. Mark initiated this sequence. He took the money and unleashed the dogs.
Two sad items in the latest filing.
The OS is up about 5%.
The toxic convertible debt from YA still has $10 million (2/3 of the original $16 million remaining to dump.
https://www.sec.gov/Archives/edgar/data/1512228/000153949723001502/n2574_x153posam-sepa.htm
1.
"As of August 21, 2023, there were 31,918,218 of our Common Shares outstanding."
2.
"YA advanced a total amount of $15,360,000 to NioCorp in consideration of the issuance by NioCorp to YA of $16,000,000 aggregate principal amount of Convertible Debentures at the time of Closing (the “Debenture Closing”). As of August 21, 2023, there was $10,000,000 aggregate principal amount of Convertible Debentures outstanding."
How many times has Mark traveled to Belgium/Netherlands in the last 10 years? Who is he meeting with and why - conspiring with others? For what purpose? How many sweetheart below market offerings were given to our Benelux friends? Why do they follow Mark around to a few other lame tickers that never are able to get anything done accept sell stock? This is a pattern over time, not a coincidence. Thoughts.
Not too familiar but it is suspicious to see a large group from Europe focused on a penny stock for ten years cashing in on private placements and free warrants, always talking up a stock regardless of circumstances. Just need a cooperative CEO. RICO charges??
It seems the $65 million Yorkville sepa financing does allow an advance purchase to be sold (shorted) before receiving it.
See the last sentence of the quote at the bottom.
https://www.niocorp.com/niocorp-completes-issuance-and-sale-of-100000-shares-under-the-standby-equity-purchase-agreement/
https://www.sec.gov/Archives/edgar/data/1512228/000153949723001502/n2574_x153posam-sepa.htm
"YA has agreed that, during the term of the Purchase Agreement, neither YA nor its affiliates will engage in any short sales or hedging transactions which establish a net short position with respect to any securities of NioCorp (including our Common Shares), provided that upon receipt of an Advance Notice, YA may sell Advance Shares that it is obligated to purchase under such Advance Notice prior to taking possession of such Advance Shares."
$5 held for 2 months but once that broke very few buyers left to step in. It seems the $2.14 floor for Yorkville will kick in sooner than expected.
By the way the 90% 5 day vwap is now $3.35
Folks don't realize that toxic convertible debt is the worst thing a CEO can do to a company except maybe a spac.
It is silly to compare niocorp with a real company. NioCorp has no cash, with only toxic convertible debt to keep the lights on. Add to that their deceit - never once mentioning to shareholders the truth that gxii founders would receive over 20% of the company for nothing. Mark was silent on that point for only one reason.
Mp materials is down because rare earth prices have been down significantly this year. Last quarter show's a 55% drop in revenue and a 90% drop in income.
"Realized pricing in the quarter fell 55% year-over-year, driven by the decline in the price of NdPr, which represents the lion’s share of the value of the REOs and concentrate. The decline was slightly better than we thought it would be when we last spoke in May as NdPr pricing had a modest uptick for part of the quarter. Since then, pricing has again fallen into the low to mid-$60 per kilogram. And as such, right now, we are likely to see a low-teens percentage decline in sequential realized prices in Q3."
I have mentioned this before.
If you look at the SPAC negotiation Mark accepted the minimum of only $15 million cash from the deal. Terrible.
I think he agreed to set the minimum cash at $15 million because he knew NioCorp was required to pay the SPAC's expenses of $15 million.
Which incidentally was the 5% of the trust fund that contracted with gxii not to redeem in exchange for some of the founders free shares.
Remember their skill is ripping people off without anyone knowing.
Your second part, well by controlling 23% post merger, they are/will be controlling shareholders, who generally do demand seats on the board of directors.
"On August 22, 2022, representatives of Skadden delivered to representatives of Jones Day a draft amendment to the non-binding LOI, which contemplated, among other things, (a) the inclusion in the Business Combination Agreement of a closing condition for the benefit of NioCorp requiring a $15,000,000 minimum amount of available cash as of Closing, subject to certain adjustments"
Fair enough Putz. You are saying the loan is not based on the profits but rather job creation and domestic supply of critical minerals. I don't put much weight in the LOI and neither does the market at the moment. It needs to advance to the 2nd stage.
You need a lawyer:
https://www.sec.gov/Archives/edgar/data/1826669/000121390021017023/ea138188ex4-1gxacquisit2.htm
4.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance” ); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity shall execute an amendment hereto with the Warrant Agent providing for delivery of such Alternative Issuance; provided, further, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a current report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the amount of cash per share of Common Stock, if any, plus the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.
Stellantis will be a nothing burger in my view:
It seems the Stellantis deal may be overrated. 2 recent deals by Stellantis seem like small potatoes.
https://www.stellantis.com/en/news/press-releases/2023/april/stellantis-signs-offtake-agreement-and-invests-in-alliance-nickel-for-battery-grade-nickel-and-cobalt-sulphate
$10 million equity investment in Alliance Nickel
"Funds from the equity purchase will be applied to the completion of the NiWest Project Definitive Feasibility Study and engineering design works, expected in the last quarter of 2023"
https://www.stellantis.com/en/news/press-releases/2023/june/stellantis-signs-offtake-terms-and-invests-in-kuniko-for-supply-of-norwegian-low-carbon-nickel-and-cobalt-sulphate
$5 million equity investment in Kuniko
"Funds from the equity purchase will be applied to advance Kuniko’s brownfield and greenfield battery metals exploration projects in Norway which include nickel, cobalt and copper."
LCP777 has brought this up ad nauseum. 62% of the project is scandium. EXIM only has the 2022 FS.
That sounds foolish. What other options were there?
We were waiting for financing, then found out covid or something ended all options abctq and the only hope was a SPAC and we had to vote for it because Mark was desperate.
How would it look if our only option left was a SPAC and we rejected it.
Putz, everyone was telling us there were no financing options left, if we voted against the SPAC it would be the end for NB.
Where would the stock price be after that?