NioCorp Developments Requests Management Cease Trade Order to Allow For Finalization of Pending S-1/A Registration
And U.S. GAAP-Based Annual Financial StatementsCENTENNIAL, Sept. 28, 2016 - NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX:NB) (OTCQX:NIOBF) (FSE:BR3) announces that it has requested a temporary Management Cease Trade Order (“MCTO”) from the Ontario Securities Commission (“OSC”) in connection with the Company’s proposal to file annual financial statements audited in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) rather than in accordance with International Financial Reporting Standards (“IFRS”).
The Company is requesting the MCTO in order to secure additional time while the U.S. Securities and Exchange Commission (“SEC”) works to complete its current review of NioCorp’s recently-filed Form S-1 Registration Statement and associated U.S. GAAP-based financial statements. If and when approved by the SEC, NioCorp’s U.S. GAAP-audited annual financial statements and related management’s discussion and analysis can be filed with the OSC in lieu of a separate set of financial statements audited in accordance with IFRS.
By way of background and as required by the OSC, please note the following:
- The Company is required to file its June 30, 2016 audited annual financial statements, management’s discussion and analysis, annual information form and the applicable CEO and CFO certifications in respect of such filings (collectively the “Annual Filings”) all in accordance with IFRS by September 28, 2016 (the “Filing Deadline”), as required pursuant to National Instrument 51-102 Continuous Disclosure Obligations. The Company does not anticipate that it will be able to complete its Annual Filings on or before the Filing Deadline.
- The Company has completed and filed in draft form with the U.S. Securities and Exchange Commission audited annual financial statements and related management’s discussion and analysis prepared in accordance with U.S. GAAP, in conjunction with filing a registration statement on Form S-1 filed by the Company with the SEC on a confidential basis on Form DRS on July 26, 2016 and publicly on Form S-1 on September 2, 2016, as amended September 22, 2016 (the “Registration Statement”). The Company’s Board of Directors concluded based on (i) advice from the Company’s professional advisors, (ii) their own significant experience with SEC reporting and (iii) the date of filing of the Registration Statement that the Registration Statement would be made effective by the SEC prior to the Filing Deadline. In that event the Company would have become an “SEC issuer” for the purposes of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, and accordingly the Company’s audited annual financial statements included in the Registration Statement, which were audited in accordance with U.S. GAAP rather than IFRS, would have been acceptable for filing with the Canadian Securities Administrators as part of the Annual Filings. Accordingly the Company did not anticipate the need to prepare annual financial statements audited in accordance with IFRS and accordingly did not engage its auditors to prepare same until it was advised by its counsel that such statements may be required as the Registration Statement may not become effective prior to the Filing Deadline.
- The Company and its auditors are working diligently to prepare and file the Annual Filings in accordance with IFRS, including the IFRS audited financial statements, on or before October 28, 2016. In the event the Registration Statement does go effective prior to the completion of the Annual Filings prepared in accordance with IFRS, the Company will file the Annual Filings in accordance with U.S. GAAP.
- The Company confirms that it intends to issue a status report on a bi-weekly basis, for as long as it remains in default of the Annual Filings Filing Deadline.
- There is no other material information concerning the affairs of the Company that has not been generally disclosed.
NioCorp already follows a stringent insider trading policy that prohibits the trading of shares by insiders between the end of a fiscal quarter and the filing of Company quarterly financials. While the GAAP-based financial statements filed by NioCorp with the SEC have been publicly available via the SEC Edgar site since September 1st, the Company has maintained an internal trading blackout while the SEC reviews proceed.
On behalf of the Board of Directors,
“Mark Smith”
Mark Smith
Executive Chairman, CEO and Director
Source: NioCorp Developments Ltd..
@NioCorp $NB $NIOBF #Niobium #Scandium #ElkCreek
For More Information
Contact Jim Sims, VP of External Affairs, NioCorp Developments Ltd.., 720-639-4650, jim.sims@niocorp.com
About NioCorp
NioCorp is developing the Elk Creek Niobium / Scandium / Titanium project in Southeast Nebraska. Niobium is used to produce High Strength, Low Alloy ("HSLA") steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium can be combined with Aluminum to make an alloy with increased strength and improved corrosion resistance. Scandium is also a critical component of advanced solid oxide fuel cells. Titanium is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor and medical implants.
Cautionary Statements
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