CENTENNIAL, Colo. , March 17, 2023 /PRNewswire/ — NioCorp Developments Ltd. (“NioCorp” or the “Firm“) (TSX: NB OTCQX: NIOBF) nowadays announced the completion of its previously announced business enterprise mixture (the “Business enterprise Mixture“) with GX Acquisition Corp. II (“GXII“). Additional, NioCorp also announced the closing of each tranches of its previously announced convertible debt financing (the “Yorkville Convertible Debt Financing“) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Worldwide, LP (with each other with YA II PN, Ltd., “Yorkville“), and the effectiveness of its previously announced standby equity obtain facility with Yorkville (the “Yorkville Equity Facility Financing“, and with each other with the Business enterprise Mixture and the Yorkville Convertible Debt Financing, the “Transactions“).

NioCorp is establishing a important minerals project in Southeast Nebraska that will make Niobium, Scandium, and Titanium. The Firm also is evaluating the possible to make many uncommon earth byproducts from the Project. (PRNewsfoto/NioCorp Developments Ltd.)

Pursuant to the Business enterprise Mixture, a wholly owned, U.S.-primarily based subsidiary of NioCorp merged with and into GXII, with GXII surviving the merger as a subsidiary of NioCorp. In connection with the merger, GXII changed its name to “Elk Creek Sources Corp.” As the parent business of the merged entity, NioCorp issued 1,753,823 widespread shares (the “Typical Shares“) in exchange for all of the Class A shares of GXII issued and outstanding right away prior to the Business enterprise Mixture. The Class B shares of GXII issued and outstanding right away prior to the Business enterprise Mixture (right after providing impact to the surrender of specific Class B shares of GXII in accordance with the assistance agreement, dated September 25, 2022, amongst GX Sponsor II LLC, GXII, NioCorp and the other persons celebration thereto) had been converted into Class B shares of GXII (now recognized as Elk Creek Sources Corp.) as the surviving entity of the merger and became exchangeable into Typical Shares on a a single-for-a single basis, a portion of which are topic to vesting through the initial ten years following the Business enterprise Mixture closing date primarily based upon reaching industry share value milestones, and all of which are topic to restrictions on transfer starting upon the closing and ending upon the earlier of (i) a single year right after the closing and (ii) the date on which the trading value of the Typical Shares exceeds specific thresholds or the date on which NioCorp completes a transaction that final results in all of NioCorp’s shareholders possessing the correct to exchange their Typical Shares for money, securities or other home. In connection with the closing, NioCorp also assumed the outstanding GXII share obtain warrants (the “Assumed Warrants“), which will be exercisable for Typical Shares with an workout value of around $ten.28 per Typical Share. The Assumed Warrants are exercisable starting on the 30th day right after closing and will stay exercisable till the 5th anniversary of the closing date. All numbers in this press release give impact to the completed Consolidation (as defined herein).

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Pursuant to the Yorkville Convertible Debt Financing, Yorkville sophisticated a total of US$15.36 million to NioCorp in consideration of the issuance of US$16. million aggregate principal quantity of convertible debentures of NioCorp convertible into Typical Shares of NioCorp (the “Convertible Debentures“). Every Convertible Debenture issued beneath the Yorkville Convertible Debt Financing is an unsecured obligation of NioCorp, may perhaps be converted at a discount to the industry value as of the date of conversion, has an 18-month term, which may perhaps be extended for a single six-month period in specific situations at the solution of NioCorp, and incurs a straightforward interest price obligation of five.% per annum (which will enhance to 15.% per annum upon the occurrence of an occasion of default). In conjunction with the issuance of the Convertible Debentures, NioCorp issued to Yorkville 1,789,267 Typical Share obtain warrants entitling Yorkville to obtain Typical Shares (the “Financing Warrants“) at an workout value of around $eight.94 per Typical Share. The Financing Warrants are exercisable starting on the earlier of (a) six months from their issuance or (b) the efficient date of the initial registration statement registering the resale by Yorkville of the Typical Shares issuable upon the conversion of the Convertible Debentures and the workout of the Financing Warrants beneath the U.S. Securities Act of 1933 (the “Physical exercise Date“), and may perhaps be exercised at any time prior to their expiration. On each and every of the initial 12 month-to-month anniversaries of the Physical exercise Date, 1/12th of the Financing Warrants will expire.

Pursuant to the Yorkville Equity Facility Financing, NioCorp will have the correct, but not the obligation, to sell Typical Shares to Yorkville with a maximum aggregate worth of up to US$65. million (the “Commitment Quantity“) for a period of up to 36 months at a discount to the industry value as of the date of each and every respective issuance, topic to specific limitations and the satisfaction of specific circumstances. Upon closing, NioCorp paid US$.five million to Yorkville as component of a money charge, and will spend an added US$1. million in money to Yorkville in installments more than the subsequent 12-months. Additional, inside 5 days of closing, NioCorp will situation to Yorkville 81,213 Typical Shares as consideration for Yorkville’s irrevocable commitment to obtain Typical Shares beneath the Yorkville Equity Facility Financing.

In connection with closing, NioCorp received around US$15.28 million in gross proceeds from the Business enterprise Mixture.  Deal charges are anticipated to be around US$20.three million.  NioCorp received an added US$15.36 million in net proceeds from the Yorkville Convertible Debt Financing. NioCorp also expects to have access to up to an added $61.six million in net proceeds from the Yorkville Equity Facility Financing more than the subsequent 3 years. Just after providing impact to the Business enterprise Mixture, the Yorkville Convertible Debt Financing and the Yorkville Equity Facility Financing, NioCorp expects to have access to a total of US$71.9 million in net proceeds more than the subsequent 3 years.

NioCorp Board of Directors

Following completion of the Business enterprise Mixture, Dean C. Kehler and Michael G. Maselli have been appointed to the NioCorp board of directors, joining the seven current NioCorp board members. Mr. Kehler is a Managing Companion of Trimaran Capital Partners, a manager of private investment funds, and  presently serves on the Boards of Directors of Celularity Inc., El Pollo Loco Holdings, Inc. and Portman Ridge Finance Corporation. Mr. Maselli is a Managing Director of Trimaran Capital Partners and the Chairman of the Board of El Pollo Loco Holdings Inc.

Share Consolidation

The Firm also effected a share consolidation (reverse stock split) (the “Consolidation“) of its issued and outstanding Typical Shares on the basis of a single (1) post-Consolidation Typical Share for just about every ten (ten) pre-Consolidation Typical Shares. Following completion of the Business enterprise Mixture and the Consolidation, there are presently 30,000,442 Typical Shares issued and outstanding. Additional, there are 7,957,404 Class B shares of GXII (now recognized as Elk Creek Sources Corp.), as the surviving entity of the merger, that are exchangeable for an aggregate of up to 7,957,404 Common Shares and 15,666,667 Assumed Warrants exercisable for an aggregate of up to 17,519,910 Typical Shares. All current convertible securities of the Firm have proportionally adjusted as outcome of the Consolidation, in accordance with their respective terms. The Convertible Debentures and the Financing Warrants had been issued following the Consolidation, but have equivalent terms that present for proportional adjustment thereof.

The Typical Shares and the Assumed Warrants are anticipated to commence trading on The Nasdaq Worldwide Industry and The Nasdaq Capital Industry, respectively, on March 21, 2023, beneath the symbols “NB” and “NIOBW,” respectively. The Typical Shares will continue to trade on the Toronto Stock Exchange (“TSX“) beneath the symbol “NB,” and will continue to trade on a pre-consolidated basis till such time as the TSX advises that trading on a post-consolidated basis will commence, which is anticipated to be at the starting of frequent trading hours on March 21, 2023. The Typical Shares will cease getting quoted on the OTC Markets in connection with the commencement of trading on The Nasdaq Worldwide Industry.

For Additional Info

Get in touch with Jim Sims, Corporate Communications Officer, NioCorp Developments Ltd., (720) 334-7066, jim.sims@niocorp.com

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About NioCorp

NioCorp is establishing a important minerals project in Southeast Nebraska that will make niobium, scandium, and titanium. The Firm also is evaluating the possible to make many uncommon earths from the Project. Niobium is employed to make specialty alloys as nicely as Higher Strength, Low Alloy (“HSLA”) steel, which is a lighter, stronger steel employed in automotive, structural, and pipeline applications. Scandium is a specialty metal that can be combined with Aluminum to make alloys with enhanced strength and enhanced corrosion resistance. Scandium is also a important element of sophisticated strong oxide fuel cells. Titanium is employed in several lightweight alloys and is a important element of pigments employed in paper, paint and plastics and is also employed for aerospace applications, armor, and healthcare implants. Magnetic uncommon earths, such as neodymium, praseodymium, terbium, and dysprosium are important to the producing of Neodymium-Iron-Boron (“NdFeB”) magnets, which are employed across a wide assortment of defense and civilian applications.

Forward-Searching Statements

This communication includes forward-searching statements inside the which means of the United States Private Securities Litigation Reform Act of 1995 and forward-searching data inside the which means of applicable Canadian securities laws. Forward-searching statements may perhaps contain, but are not restricted to, the anticipated rewards of the proposed Transactions, like the potential to access the complete quantity of the anticipated net proceeds more than the subsequent 3 years the economic and business enterprise overall performance of NioCorp NioCorp’s anticipated final results and developments in the operations of NioCorp in future periods NioCorp’s planned exploration activities the adequacy of NioCorp’s economic sources NioCorp’s potential to safe adequate project financing to comprehensive building and commence operation of the Elk Creek Project NioCorp’s expectation and potential to make niobium, scandium and titanium at the Elk Creek Project the outcome of present recovery course of action improvement testing, and NioCorp’s expectation that such course of action improvements could lead to higher efficiencies and expense savings in the Elk Creek Project the Elk Creek Project’s potential to make numerous important metals the Elk Creek Project’s projected ore production and mining operations more than its anticipated mine life the completion of the demonstration plant and technical and financial analyses on the possible addition of magnetic uncommon earth oxides to NioCorp’s planned solution suite the workout of choices to obtain added land parcels the execution of contracts with engineering, procurement and building providers NioCorp’s ongoing evaluation of the effect of inflation, provide chain challenges and geopolitical unrest on the Elk Creek Project’s financial model the effect of wellness epidemics, like the COVID-19 pandemic, on NioCorp’s business enterprise and the actions NioCorp may perhaps take in response thereto and the creation of complete time and contract building jobs more than the building period of the Elk Creek Project. Forward-searching statements are usually identified by words such as “program,” “think,” “anticipate,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may perhaps,” “could possibly,” “attainable,” “possible,” “predict,” “really should,” “would” and other equivalent words and expressions, but the absence of these words does not imply that a statement is not forward-searching.

The forward-searching statements are primarily based on the present expectations of the management of NioCorp and are inherently topic to uncertainties and adjustments in situations and their possible effects and speak only as of the date of such statement. There can be no assurance that future developments will be these that have been anticipated. Forward-searching statements reflect material expectations and assumptions, like, devoid of limitation, expectations and assumptions relating to: the future value of metals the stability of the economic and capital markets and other present estimates and assumptions with regards to the Transactions and their rewards. Such expectations and assumptions are inherently topic to uncertainties and contingencies with regards to future events and, as such, are topic to alter. Forward-searching statements involve a quantity of dangers, uncertainties or other components that may perhaps trigger actual final results or overall performance to be materially diverse from these expressed or implied by these forward-searching statements. These dangers and uncertainties contain, but are not restricted to, these discussed and identified in public filings produced by NioCorp and GXII with the SEC and, in the case of NioCorp, with the applicable Canadian securities regulatory authorities and the following: the outcome of any legal proceedings that may perhaps be instituted against NioCorp or GXII following closing of the Transaction the inability to access the complete quantity of net proceeds beneath the Yorkville Equity Facility Financing more than the subsequent 3 years the potential to recognize the anticipated rewards of the Transactions unexpected charges associated to the Transactions the completion of processes needed to impact the trading of the Typical Shares on a post-Consolidation basis on the TSX and the Nasdaq getting delayed NioCorp’s potential to submit a comprehensive application to commence the EXIM Phase I evaluation course of action NioCorp’s potential to spend the needed charges in connection with the Export-Import Bank of the United States (“EXIM”) underwriting course of action, like the costs of EXIM’s or any other lenders’ legal and other advisors and NioCorp’s personal advisors the completion of the Phase I due diligence course of action and the receipt of a preliminary project letter indicating that EXIM is ready to undertake Phase II due diligence the completion of the Phase II due diligence course of action the possibility that, even if NioCorp completes the application course of action, it does not acquire a final commitment of financing from EXIM on the anticipated timeline, on acceptable terms, or at all NioCorp’s potential to operate as a going concern NioCorp’s requirement of considerable added capital NioCorp’s restricted operating history NioCorp’s history of losses expense increases for NioCorp’s exploration and, if warranted, improvement projects a disruption in, or failure of, NioCorp’s data technologies systems, like these associated to cybersecurity gear and provide shortages present and future offtake agreements, joint ventures, and partnerships NioCorp’s potential to attract certified management the effects of the COVID-19 pandemic or other worldwide wellness crises on NioCorp’s business enterprise plans, economic situation and liquidity estimates of mineral sources and reserves mineral exploration and production activities feasibility study final results adjustments in demand for and value of commodities (such as fuel and electrical energy) and currencies adjustments or disruptions in the securities markets legislative, political or financial developments the will need to acquire permits and comply with laws and regulations and other regulatory needs the possibility that actual final results of operate may perhaps differ from projections/expectations or may perhaps not recognize the perceived possible of NioCorp’s projects dangers of accidents, gear breakdowns, and labor disputes or other unanticipated issues or interruptions the possibility of expense overruns or unanticipated costs in improvement applications operating or technical issues in connection with exploration, mining, or improvement activities the speculative nature of mineral exploration and improvement, like the dangers of diminishing quantities of grades of reserves and sources claims on the title to NioCorp’s properties possible future litigation and NioCorp’s lack of insurance coverage covering all of NioCorp’s operations.

Ought to a single or extra of these dangers or uncertainties materialize or really should any of the assumptions produced by the management of NioCorp and GXII prove incorrect, actual final results may perhaps differ in material respects from these projected in these forward-searching statements.

All subsequent written and oral forward-searching statements regarding the Transactions or other matters addressed in this communication and attributable to NioCorp, GXII or any individual acting on their behalf are expressly certified in their entirety by the cautionary statements contained or referred to in this communication. Except to the extent needed by applicable law or regulation, NioCorp undertakes no obligation to update these forward-searching statements to reflect events or situations right after the date of this communication to reflect the occurrence of unanticipated events.

Cision

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