NioCorp Closes Enterprise Mixture with GXII and Separate Financing Offers Offering Entry to As much as US$71.9 Million in Internet Proceeds Over the Subsequent Three Years

March 18, 2023

CENTENNIAL, Colo. , March 17, 2023 /CNW/ — NioCorp Developments Ltd. (“NioCorp” or the “Firm“) (TSX: NB; OTCQX: NIOBF) immediately introduced the completion of its beforehand introduced enterprise mixture (the “Enterprise Mixture“) with GX Acquisition Corp. II (“GXII“). Additional, NioCorp additionally introduced the closing of each tranches of its beforehand introduced convertible debt financing (the “Yorkville Convertible Debt Financing“) with YA II PN, Ltd., an funding fund managed by Yorkville Advisors World, LP (along with YA II PN, Ltd., “Yorkville“), and the effectiveness of its beforehand introduced standby fairness buy facility with Yorkville (the “Yorkville Fairness Facility Financing“, and along with the Enterprise Mixture and the Yorkville Convertible Debt Financing, the “Transactions“).

NioCorp is creating a vital minerals mission in Southeast Nebraska that can produce Niobium, Scandium, and Titanium. The Firm is also evaluating the potential to supply a number of uncommon earth byproducts from the Undertaking. (PRNewsfoto/NioCorp Developments Ltd.)

Pursuant to the Enterprise Mixture, an entirely owned, U.S.-based subsidiary of NioCorp merged with and into GXII, with GXII surviving the merger as a subsidiary of NioCorp. In reference to the merger, GXII modified its title to “Elk Creek Assets Corp.” Because the father or mother firm of the merged entity, NioCorp issued 1,753,823 frequent shares (the “Frequent Shares“) in trade for all the Class A shares of GXII issued and excellent instantly previous to the Enterprise Mixture. The Class B shares of GXII issued and excellent instantly previous to the Enterprise Mixture (after giving impact to the give up of sure Class B shares of GXII in accordance with the help settlement, dated September 25, 2022, amongst GX Sponsor II LLC, GXII, NioCorp and the opposite individuals get together thereto) had been transformed into Class B shares of GXII (now often called Elk Creek Assets Corp.) because the surviving entity of the merger and have become exchangeable into Frequent Shares on a one-for-one foundation, a portion of that are topic to vesting throughout the first ten years following the Enterprise Mixture deadline primarily based upon reaching market share worth milestones, and all of that are topic to restrictions on switch starting upon the closing and ending upon the sooner of (i) one yr after the closing and (ii) the date on which the buying and selling worth of the Frequent Shares exceeds sure thresholds or the date on which NioCorp completes a transaction that leads to all of NioCorp’s shareholders having the appropriate to trade their Frequent Shares for money, securities or different property. In reference to the closing, NioCorp additionally assumed the excellent GXII share buy warrants (the “Assumed Warrants“), which might be exercisable for Frequent Shares with an train worth of roughly $10.28 per Frequent Share. The Assumed Warrants are exercisable starting on the thirtieth day after closing and can stay exercisable till the fifth anniversary of the deadline. All numbers on this press launch give impact to the finished Consolidation (as outlined herein).

Pursuant to the Yorkville Convertible Debt Financing, Yorkville superior a complete of US$15.36 million to NioCorp in consideration of the issuance of US$16.0 million mixture principal quantity of convertible debentures of NioCorp convertible into Frequent Shares of NioCorp (the “Convertible Debentures“). Every Convertible Debenture issued underneath the Yorkville Convertible Debt Financing is an unsecured obligation of NioCorp, could also be transformed at a reduction to the market worth as of the date of conversion, has an 18-month time period, which can be prolonged for one six-month interval in sure circumstances on the choice of NioCorp, and incurs a easy rate of interest obligation of 5.0% every year (which can improve to fifteen.0% every year upon the prevalence of an occasion of default). Together with the issuance of the Convertible Debentures, NioCorp issued to Yorkville 1,789,267 Frequent Share buy warrants entitling Yorkville to buy Frequent Shares (the “Financing Warrants“) at an train worth of roughly $8.94 per Frequent Share. The Financing Warrants are exercisable starting on the sooner of (a) six months from their issuance or (b) the efficient date of the preliminary registration assertion registering the resale by Yorkville of the Frequent Shares issuable upon the conversion of the Convertible Debentures and the train of the Financing Warrants underneath the U.S. Securities Act of 1933 (the “Train Date“), and could also be exercised at any time previous to their expiration. On every of the primary 12 month-to-month anniversaries of the Train Date, 1/twelfth of the Financing Warrants will expire.

Pursuant to the Yorkville Fairness Facility Financing, NioCorp could have the appropriate, however not the duty, to promote Frequent Shares to Yorkville with a most mixture worth of as much as US$65.0 million (the “Dedication Quantity“) for a interval of as much as 36 months at a reduction to the market worth as of the date of every respective issuance, topic to sure limitations and the satisfaction of sure situations. Upon closing, NioCorp paid US$0.5 million to Yorkville as a part of a money payment, and can pay a further US$1.0 million in money to Yorkville in installments over the following 12-months. Additional, inside 5 days of closing, NioCorp will subject to Yorkville 81,213 Frequent Shares as consideration for Yorkville’s irrevocable dedication to buy Frequent Shares underneath the Yorkville Fairness Facility Financing.

In reference to closing, NioCorp obtained roughly US$15.28 million in gross proceeds from the Enterprise Mixture. Deal prices are anticipated to be roughly US$20.3 million. NioCorp obtained a further US$15.36 million in web proceeds from the Yorkville Convertible Debt Financing. NioCorp additionally expects to have entry to as much as a further $61.6 million in web proceeds from the Yorkville Fairness Facility Financing over the following three years. After giving impact to the Enterprise Mixture, the Yorkville Convertible Debt Financing and the Yorkville Fairness Facility Financing, NioCorp expects to have entry to a complete of US$71.9 million in web proceeds over the following three years.

NioCorp Board of Administrators

Following completion of the Enterprise Mixture, Dean C. Kehler and Michael G. Maselli have been appointed to the NioCorp board of administrators, becoming a member of the seven present NioCorp board members. Mr. Kehler is a Managing Accomplice of Trimaran Capital Companions, a supervisor of personal funding funds, and at the moment serves on the Boards of Administrators of Celularity Inc., El Pollo Loco Holdings, Inc. and Portman Ridge Finance Company. Mr. Maselli is a Managing Director of Trimaran Capital Companions and the Chairman of the Board of El Pollo Loco Holdings Inc.

Share Consolidation

The Firm additionally effected a share consolidation (reverse inventory cut up) (the “Consolidation“) of its issued and excellent Frequent Shares on the idea of 1 (1) post-Consolidation Frequent Share for each ten (10) pre-Consolidation Frequent Shares. Following completion of the Enterprise Mixture and the Consolidation, there are at the moment 30,000,442 Frequent Shares issued and excellent. Additional, there are 7,957,404 Class B shares of GXII (now often called Elk Creek Assets Corp.), because the surviving entity of the merger, which might be exchangeable for an mixture of as much as 7,957,404 Frequent Shares and 15,666,667 Assumed Warrants exercisable for an mixture of as much as 17,519,910 Frequent Shares. All present convertible securities of the Firm have proportionally adjusted as results of the Consolidation, in accordance with their respective phrases. The Convertible Debentures and the Financing Warrants had been issued following the Consolidation, however have related phrases that present for proportional adjustment thereof.

The Frequent Shares and the Assumed Warrants are anticipated to start buying and selling on The Nasdaq World Market and The Nasdaq Capital Market, respectively, on March 21, 2023, underneath the symbols “NB” and “NIOBW,” respectively. The Frequent Shares will proceed to commerce on the Toronto Inventory Trade (“TSX“) underneath the image “NB,” and can proceed to commerce on a pre-consolidated foundation till such time because the TSX advises that buying and selling on a post-consolidated foundation will begin, which is anticipated to be originally of standard buying and selling hours on March 21, 2023. The Frequent Shares will stop being quoted on the OTC Markets in reference to the graduation of buying and selling on The Nasdaq World Market.

For Extra Data

Contact Jim Sims, Company Communications Officer, NioCorp Developments Ltd., (720) 334-7066, jim.sims@niocorp.com

https://www.niocorp.com

About NioCorp

NioCorp is creating a vital minerals mission in Southeast Nebraska that can produce niobium, scandium, and titanium. The Firm is also evaluating the potential to supply a number of uncommon earths from the Undertaking. Niobium is used to supply specialty alloys in addition to Excessive Energy, Low Alloy (“HSLA”) metal, which is a lighter, stronger metal utilized in automotive, structural, and pipeline functions. Scandium is a specialty metallic that may be mixed with Aluminum to make alloys with elevated power and improved corrosion resistance. Scandium can be a vital part of superior strong oxide gas cells. Titanium is utilized in numerous light-weight alloys and is a key part of pigments utilized in paper, paint and plastics and can be used for aerospace functions, armor, and medical implants. Magnetic uncommon earths, corresponding to neodymium, praseodymium, terbium, and dysprosium are vital to the making of Neodymium-Iron-Boron (“NdFeB”) magnets, that are used throughout all kinds of protection and civilian functions.

Ahead-Trying Statements

This communication incorporates forward-looking statements throughout the which means of the US Non-public Securities Litigation Reform Act of 1995 and forward-looking info throughout the which means of relevant Canadian securities legal guidelines. Ahead-looking statements might embody, however are usually not restricted to, the anticipated advantages of the proposed Transactions, together with the power to entry the total quantity of the anticipated web proceeds over the following three years; the monetary and enterprise efficiency of NioCorp; NioCorp’s anticipated outcomes and developments within the operations of NioCorp in future durations; NioCorp’s deliberate exploration actions; the adequacy of NioCorp’s monetary assets; NioCorp’s means to safe enough mission financing to finish building and begin operation of the Elk Creek Undertaking; NioCorp’s expectation and skill to supply niobium, scandium and titanium on the Elk Creek Undertaking; the result of present restoration course of enchancment testing, and NioCorp’s expectation that such course of enhancements might result in larger efficiencies and price financial savings within the Elk Creek Undertaking; the Elk Creek Undertaking’s means to supply a number of vital metals; the Elk Creek Undertaking’s projected ore manufacturing and mining operations over its anticipated mine life; the completion of the demonstration plant and technical and financial analyses on the potential addition of magnetic uncommon earth oxides to NioCorp’s deliberate product suite; the train of choices to buy further land parcels; the execution of contracts with engineering, procurement and building corporations; NioCorp’s ongoing analysis of the affect of inflation, provide chain points and geopolitical unrest on the Elk Creek Undertaking’s financial mannequin; the affect of well being epidemics, together with the COVID-19 pandemic, on NioCorp’s enterprise and the actions NioCorp might soak up response thereto; and the creation of full time and contract building jobs over the development interval of the Elk Creek Undertaking. Ahead-looking statements are usually recognized by phrases corresponding to “plan,” “imagine,” “anticipate,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “mission,” “proceed,” “might,” “might,” “may,” “potential,” “potential,” “predict,” “ought to,” “would” and different related phrases and expressions, however the absence of those phrases doesn’t imply {that a} assertion just isn’t forward-looking.

The forward-looking statements are primarily based on the present expectations of the administration of NioCorp and are inherently topic to uncertainties and modifications in circumstances and their potential results and converse solely as of the date of such assertion. There could be no assurance that future developments might be these which have been anticipated. Ahead-looking statements replicate materials expectations and assumptions, together with, with out limitation, expectations and assumptions regarding: the long run worth of metals; the soundness of the monetary and capital markets; and different present estimates and assumptions relating to the Transactions and their advantages. Such expectations and assumptions are inherently topic to uncertainties and contingencies relating to future occasions and, as such, are topic to alter. Ahead-looking statements contain plenty of dangers, uncertainties or different elements which will trigger precise outcomes or efficiency to be materially totally different from these expressed or implied by these forward-looking statements. These dangers and uncertainties embody, however are usually not restricted to, these mentioned and recognized in public filings made by NioCorp and GXII with the SEC and, within the case of NioCorp, with the relevant Canadian securities regulatory authorities and the next: the result of any authorized proceedings which may be instituted in opposition to NioCorp or GXII following closing of the Transaction; the lack to entry the total quantity of web proceeds underneath the Yorkville Fairness Facility Financing over the following three years; the power to acknowledge the anticipated advantages of the Transactions; sudden prices associated to the Transactions; the completion of processes required to impact the buying and selling of the Frequent Shares on a post-Consolidation foundation on the TSX and the Nasdaq being delayed; NioCorp’s means to submit an entire utility to start the EXIM Section I analysis course of; NioCorp’s means to pay the mandatory charges in reference to the Export-Import Financial institution of the US (“EXIM”) underwriting course of, together with the bills of EXIM’s or some other lenders’ authorized and different advisors and NioCorp’s personal advisors; the completion of the Section I due diligence course of and the receipt of a preliminary mission letter indicating that EXIM is ready to undertake Section II due diligence; the completion of the Section II due diligence course of; the chance that, even when NioCorp completes the appliance course of, it doesn’t obtain a remaining dedication of financing from EXIM on the anticipated timeline, on acceptable phrases, or in any respect; NioCorp’s means to function as a going concern; NioCorp’s requirement of great further capital; NioCorp’s restricted working historical past; NioCorp’s historical past of losses; price will increase for NioCorp’s exploration and, if warranted, improvement tasks; a disruption in, or failure of, NioCorp’s info know-how programs, together with these associated to cybersecurity; tools and provide shortages; present and future offtake agreements, joint ventures, and partnerships; NioCorp’s means to draw certified administration; the consequences of the COVID-19 pandemic or different international well being crises on NioCorp’s enterprise plans, monetary situation and liquidity; estimates of mineral assets and reserves; mineral exploration and manufacturing actions; feasibility research outcomes; modifications in demand for and worth of commodities (corresponding to gas and electrical energy) and currencies; modifications or disruptions within the securities markets; legislative, political or financial developments; the necessity to acquire permits and adjust to legal guidelines and rules and different regulatory necessities; the chance that precise outcomes of labor might differ from projections/expectations or might not notice the perceived potential of NioCorp’s tasks; dangers of accidents, tools breakdowns, and labor disputes or different unanticipated difficulties or interruptions; the potential of price overruns or unanticipated bills in improvement packages; working or technical difficulties in reference to exploration, mining, or improvement actions; the speculative nature of mineral exploration and improvement, together with the dangers of diminishing portions of grades of reserves and assets; claims on the title to NioCorp’s properties; potential future litigation; and NioCorp’s lack of insurance coverage overlaying all of NioCorp’s operations.

Ought to a number of of those dangers or uncertainties materialize or ought to any of the assumptions made by the administration of NioCorp and GXII show incorrect, precise outcomes might fluctuate in materials respects from these projected in these forward-looking statements.

All subsequent written and oral forward-looking statements regarding the Transactions or different issues addressed on this communication and attributable to NioCorp, GXII or any individual appearing on their behalf are expressly certified of their entirety by the cautionary statements contained or referred to on this communication. Besides to the extent required by relevant regulation or regulation, NioCorp undertakes no obligation to replace these forward-looking statements to replicate occasions or circumstances after the date of this communication to replicate the prevalence of unanticipated occasions.