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 “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 International, LP (collectively with YA II PN, Ltd., “Yorkville“), and the effectiveness of its previously announced standby equity acquire facility with Yorkville (the “Yorkville Equity Facility Financing“, and collectively with the Enterprise Mixture and the Yorkville Convertible Debt Financing, the “Transactions“).
NioCorp is creating a crucial minerals project in Southeast Nebraska that will create Niobium, Scandium, and Titanium. The Firm also is evaluating the prospective to create various uncommon earth byproducts from the Project. (PRNewsfoto/NioCorp Developments Ltd.)
Pursuant to the 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 enterprise of the merged entity, NioCorp issued 1,753,823 widespread shares (the “Widespread Shares“) in exchange for all of the Class A shares of GXII issued and outstanding instantly prior to the Enterprise Mixture. The Class B shares of GXII issued and outstanding instantly prior to the Enterprise Mixture (following 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 Widespread Shares on a 1-for-1 basis, a portion of which are topic to vesting for the duration of the 1st ten years following the Enterprise Mixture closing date primarily based upon attaining market place share price tag milestones, and all of which are topic to restrictions on transfer starting upon the closing and ending upon the earlier of (i) 1 year following the closing and (ii) the date on which the trading price tag of the Widespread Shares exceeds specific thresholds or the date on which NioCorp completes a transaction that benefits in all of NioCorp’s shareholders getting the proper to exchange their Widespread Shares for money, securities or other house. In connection with the closing, NioCorp also assumed the outstanding GXII share acquire warrants (the “Assumed Warrants“), which will be exercisable for Widespread Shares with an workout price tag of roughly $ten.28 per Widespread Share. The Assumed Warrants are exercisable starting on the 30th day following 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).
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 Widespread Shares of NioCorp (the “Convertible Debentures“). Every Convertible Debenture issued beneath the Yorkville Convertible Debt Financing is an unsecured obligation of NioCorp, may well be converted at a discount to the market place price tag as of the date of conversion, has an 18-month term, which may well be extended for 1 six-month period in specific situations at the solution of NioCorp, and incurs a basic interest price obligation of five.% per annum (which will improve 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 Widespread Share acquire warrants entitling Yorkville to acquire Widespread Shares (the “Financing Warrants“) at an workout price tag of roughly $eight.94 per Widespread Share. The Financing Warrants are exercisable starting on the earlier of (a) six months from their issuance or (b) the helpful date of the initial registration statement registering the resale by Yorkville of the Widespread 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 well be exercised at any time prior to their expiration. On each and every of the 1st 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 proper, but not the obligation, to sell Widespread Shares to Yorkville with a maximum aggregate worth of up to US$65. million (the “Commitment Quantity“) for a period of up to 36 months at a discount to the market place price tag as of the date of each and every respective issuance, topic to specific limitations and the satisfaction of specific circumstances. Upon closing, NioCorp paid US$.five million to Yorkville as element of a money charge, and will spend an further 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 Widespread Shares as consideration for Yorkville’s irrevocable commitment to acquire Widespread Shares beneath the Yorkville Equity Facility Financing.
In connection with closing, NioCorp received roughly US$15.28 million in gross proceeds from the Enterprise Mixture. Deal fees are anticipated to be roughly US$20.three million. NioCorp received an further US$15.36 million in net proceeds from the Yorkville Convertible Debt Financing. NioCorp also expects to have access to up to an further $61.six million in net proceeds from the Yorkville Equity Facility Financing more than the subsequent 3 years. Immediately after providing impact to the 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 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 at the moment 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.
The Firm also effected a share consolidation (reverse stock split) (the “Consolidation“) of its issued and outstanding Widespread Shares on the basis of 1 (1) post-Consolidation Widespread Share for each ten (ten) pre-Consolidation Widespread Shares. Following completion of the Enterprise Mixture and the Consolidation, there are at the moment 30,000,442 Widespread 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 Widespread 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 comparable terms that offer for proportional adjustment thereof.
The Widespread Shares and the Assumed Warrants are anticipated to commence trading on The Nasdaq International Marketplace and The Nasdaq Capital Marketplace, respectively, on March 21, 2023, beneath the symbols “NB” and “NIOBW,” respectively. The Widespread 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 common trading hours on March 21, 2023. The Widespread Shares will cease becoming quoted on the OTC Markets in connection with the commencement of trading on The Nasdaq International Marketplace.
For A lot more Data
Speak to Jim Sims, Corporate Communications Officer, NioCorp Developments Ltd., (720) 334-7066, firstname.lastname@example.org
NioCorp is creating a crucial minerals project in Southeast Nebraska that will create niobium, scandium, and titanium. The Firm also is evaluating the prospective to create various uncommon earths from the Project. Niobium is made use of to create specialty alloys as nicely as Higher Strength, Low Alloy (“HSLA”) steel, which is a lighter, stronger steel made use of in automotive, structural, and pipeline applications. Scandium is a specialty metal that can be combined with Aluminum to make alloys with elevated strength and enhanced corrosion resistance. Scandium is also a crucial element of sophisticated strong oxide fuel cells. Titanium is made use of in a variety of lightweight alloys and is a crucial element of pigments made use of in paper, paint and plastics and is also made use of for aerospace applications, armor, and health-related implants. Magnetic uncommon earths, such as neodymium, praseodymium, terbium, and dysprosium are crucial to the producing of Neodymium-Iron-Boron (“NdFeB”) magnets, which are made use of across a wide assortment of defense and civilian applications.
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 well incorporate, but are not restricted to, the anticipated added benefits of the proposed Transactions, like the capacity to access the complete quantity of the anticipated net proceeds more than the subsequent 3 years the economic and business enterprise efficiency of NioCorp NioCorp’s anticipated benefits and developments in the operations of NioCorp in future periods NioCorp’s planned exploration activities the adequacy of NioCorp’s economic sources NioCorp’s capacity to safe adequate project financing to full building and commence operation of the Elk Creek Project NioCorp’s expectation and capacity to create niobium, scandium and titanium at the Elk Creek Project the outcome of existing recovery procedure improvement testing, and NioCorp’s expectation that such procedure improvements could lead to higher efficiencies and expense savings in the Elk Creek Project the Elk Creek Project’s capacity to create various crucial 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 prospective addition of magnetic uncommon earth oxides to NioCorp’s planned item suite the workout of solutions to acquire further land parcels the execution of contracts with engineering, procurement and building businesses NioCorp’s ongoing evaluation of the influence of inflation, provide chain problems and geopolitical unrest on the Elk Creek Project’s financial model the influence of wellness epidemics, like the COVID-19 pandemic, on NioCorp’s business enterprise and the actions NioCorp may well 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 normally identified by words such as “strategy,” “think,” “anticipate,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may well,” “may possibly,” “feasible,” “prospective,” “predict,” “really should,” “would” and other comparable 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 existing expectations of the management of NioCorp and are inherently topic to uncertainties and adjustments in situations and their prospective 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, with out limitation, expectations and assumptions relating to: the future price tag of metals the stability of the economic and capital markets and other existing estimates and assumptions concerning the Transactions and their added benefits. Such expectations and assumptions are inherently topic to uncertainties and contingencies concerning future events and, as such, are topic to modify. Forward-searching statements involve a quantity of dangers, uncertainties or other components that may well trigger actual benefits or efficiency to be materially unique from these expressed or implied by these forward-searching statements. These dangers and uncertainties incorporate, 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 well 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 capacity to recognize the anticipated added benefits of the Transactions unexpected fees connected to the Transactions the completion of processes essential to impact the trading of the Widespread Shares on a post-Consolidation basis on the TSX and the Nasdaq becoming delayed NioCorp’s capacity to submit a full application to commence the EXIM Phase I evaluation procedure NioCorp’s capacity to spend the vital charges in connection with the Export-Import Bank of the United States (“EXIM”) underwriting procedure, 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 procedure 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 procedure the possibility that, even if NioCorp completes the application procedure, it does not acquire a final commitment of financing from EXIM on the anticipated timeline, on acceptable terms, or at all NioCorp’s capacity to operate as a going concern NioCorp’s requirement of substantial further 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 connected to cybersecurity gear and provide shortages existing and future offtake agreements, joint ventures, and partnerships NioCorp’s capacity 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 benefits adjustments in demand for and price tag of commodities (such as fuel and electrical energy) and currencies adjustments or disruptions in the securities markets legislative, political or financial developments the want to receive permits and comply with laws and regulations and other regulatory needs the possibility that actual benefits of function may well differ from projections/expectations or may well not understand the perceived prospective of NioCorp’s projects dangers of accidents, gear breakdowns, and labor disputes or other unanticipated troubles or interruptions the possibility of expense overruns or unanticipated costs in improvement applications operating or technical troubles 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 prospective future litigation and NioCorp’s lack of insurance coverage covering all of NioCorp’s operations.
Must 1 or much more of these dangers or uncertainties materialize or really should any of the assumptions produced by the management of NioCorp and GXII prove incorrect, actual benefits may well 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 particular person 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 essential by applicable law or regulation, NioCorp undertakes no obligation to update these forward-searching statements to reflect events or situations following the date of this communication to reflect the occurrence of unanticipated events.
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