NioCorp Closes Organization Mixture with GXII and Separate Financing Bargains Giving Access to Up to US$71.9 Million in Net Proceeds More than the Subsequent 3 Years

CENTENNIAL, Colo. , March 17, 2023 /PRNewswire/ — NioCorp Developments Ltd. (“NioCorp” or the “Corporation“) (TSX: NB OTCQX: NIOBF) these days announced the completion of its previously announced business enterprise mixture (the “Organization 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 acquire facility with Yorkville (the “Yorkville Equity Facility Financing“, and with each other with the Organization Mixture and the Yorkville Convertible Debt Financing, the “Transactions“).

NioCorp is establishing a vital minerals project in Southeast Nebraska that will generate Niobium, Scandium, and Titanium. The Corporation also is evaluating the prospective to generate various uncommon earth byproducts from the Project. (PRNewsfoto/NioCorp Developments Ltd.)

Pursuant to the Organization 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 corporation of the merged entity, NioCorp issued 1,753,823 prevalent shares (the “Prevalent Shares“) in exchange for all of the Class A shares of GXII issued and outstanding straight away prior to the Organization Mixture. The Class B shares of GXII issued and outstanding straight away prior to the Organization Mixture (right after providing impact to the surrender of particular Class B shares of GXII in accordance with the help 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 Prevalent Shares on a a single-for-a single basis, a portion of which are topic to vesting throughout the 1st ten years following the Organization Mixture closing date primarily based upon attaining marketplace 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) a single year right after the closing and (ii) the date on which the trading price tag of the Prevalent Shares exceeds particular thresholds or the date on which NioCorp completes a transaction that outcomes in all of NioCorp’s shareholders obtaining the appropriate to exchange their Prevalent Shares for money, securities or other home. In connection with the closing, NioCorp also assumed the outstanding GXII share acquire warrants (the “Assumed Warrants“), which will be exercisable for Prevalent Shares with an workout price tag of around $ten.28 per Prevalent 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 Prevalent Shares of NioCorp (the “Convertible Debentures“). Every Convertible Debenture issued below the Yorkville Convertible Debt Financing is an unsecured obligation of NioCorp, may possibly be converted at a discount to the marketplace price tag as of the date of conversion, has an 18-month term, which may possibly be extended for a single six-month period in particular situations at the choice of NioCorp, and incurs a straightforward 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 Prevalent Share acquire warrants entitling Yorkville to acquire Prevalent Shares (the “Financing Warrants“) at an workout price tag of around $eight.94 per Prevalent Share. The Financing Warrants are exercisable starting on the earlier of (a) six months from their issuance or (b) the productive date of the initial registration statement registering the resale by Yorkville of the Prevalent Shares issuable upon the conversion of the Convertible Debentures and the workout of the Financing Warrants below the U.S. Securities Act of 1933 (the “Exercising Date“), and may possibly be exercised at any time prior to their expiration. On each and every of the 1st 12 month-to-month anniversaries of the Exercising Date, 1/12th of the Financing Warrants will expire.

Pursuant to the Yorkville Equity Facility Financing, NioCorp will have the appropriate, but not the obligation, to sell Prevalent Shares to Yorkville with a maximum aggregate worth of up to US$65. million (the “Commitment Quantity“) for a period of up to 36 months at a discount to the marketplace price tag as of the date of each and every respective issuance, topic to particular limitations and the satisfaction of particular circumstances. Upon closing, NioCorp paid US$.five million to Yorkville as aspect of a money charge, and will spend an more US$1. million in money to Yorkville in installments more than the subsequent 12-months. Additional, inside 5 days of closing, NioCorp will problem to Yorkville 81,213 Prevalent Shares as consideration for Yorkville’s irrevocable commitment to acquire Prevalent Shares below the Yorkville Equity Facility Financing.

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

Share Consolidation

The Corporation also effected a share consolidation (reverse stock split) (the “Consolidation“) of its issued and outstanding Prevalent Shares on the basis of a single (1) post-Consolidation Prevalent Share for each and every ten (ten) pre-Consolidation Prevalent Shares. Following completion of the Organization Mixture and the Consolidation, there are at the moment 30,000,442 Prevalent 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 Prevalent Shares. All current convertible securities of the Corporation 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 Prevalent Shares and the Assumed Warrants are anticipated to start trading on The Nasdaq Worldwide Market place and The Nasdaq Capital Market place, respectively, on March 21, 2023, below the symbols “NB” and “NIOBW,” respectively. The Prevalent Shares will continue to trade on the Toronto Stock Exchange (“TSX“) below 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 Prevalent Shares will cease getting quoted on the OTC Markets in connection with the commencement of trading on The Nasdaq Worldwide Market place.

For Much more Facts

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 vital minerals project in Southeast Nebraska that will generate niobium, scandium, and titanium. The Corporation also is evaluating the prospective to generate various uncommon earths from the Project. Niobium is utilized to generate specialty alloys as properly as Higher Strength, Low Alloy (“HSLA”) steel, which is a lighter, stronger steel utilized 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 vital element of sophisticated strong oxide fuel cells. Titanium is utilized in different lightweight alloys and is a important element of pigments utilized in paper, paint and plastics and is also utilized for aerospace applications, armor, and health-related implants. Magnetic uncommon earths, such as neodymium, praseodymium, terbium, and dysprosium are vital to the producing of Neodymium-Iron-Boron (“NdFeB”) magnets, which are utilized across a wide selection of defense and civilian applications.

Forward-Hunting Statements

This communication includes forward-hunting statements inside the which means of the United States Private Securities Litigation Reform Act of 1995 and forward-hunting information and facts inside the which means of applicable Canadian securities laws. Forward-hunting statements may possibly consist of, but are not restricted to, the anticipated advantages of the proposed Transactions, like the capability 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 outcomes and developments in the operations of NioCorp in future periods NioCorp’s planned exploration activities the adequacy of NioCorp’s economic sources NioCorp’s capability to safe adequate project financing to full building and commence operation of the Elk Creek Project NioCorp’s expectation and capability to generate niobium, scandium and titanium at the Elk Creek Project the outcome of existing recovery method improvement testing, and NioCorp’s expectation that such method improvements could lead to higher efficiencies and price savings in the Elk Creek Project the Elk Creek Project’s capability to generate numerous vital 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 solution suite the workout of selections to acquire more land parcels the execution of contracts with engineering, procurement and building corporations NioCorp’s ongoing evaluation of the influence of inflation, provide chain troubles and geopolitical unrest on the Elk Creek Project’s financial model the influence of well being epidemics, like the COVID-19 pandemic, on NioCorp’s business enterprise and the actions NioCorp may possibly 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-hunting statements are normally identified by words such as “strategy,” “think,” “anticipate,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may possibly,” “may possibly,” “attainable,” “prospective,” “predict,” “need to,” “would” and other comparable words and expressions, but the absence of these words does not imply that a statement is not forward-hunting.

The forward-hunting statements are primarily based on the existing expectations of the management of NioCorp and are inherently topic to uncertainties and alterations 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-hunting statements reflect material expectations and assumptions, like, without having 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 relating to the Transactions and their advantages. Such expectations and assumptions are inherently topic to uncertainties and contingencies relating to future events and, as such, are topic to transform. Forward-hunting statements involve a quantity of dangers, uncertainties or other variables that may possibly lead to actual outcomes or overall performance to be materially distinctive from these expressed or implied by these forward-hunting statements. These dangers and uncertainties consist of, 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 possibly be instituted against NioCorp or GXII following closing of the Transaction the inability to access the complete quantity of net proceeds below the Yorkville Equity Facility Financing more than the subsequent 3 years the capability to recognize the anticipated advantages of the Transactions unexpected expenses associated to the Transactions the completion of processes necessary to impact the trading of the Prevalent Shares on a post-Consolidation basis on the TSX and the Nasdaq getting delayed NioCorp’s capability to submit a full application to start the EXIM Phase I evaluation method NioCorp’s capability to spend the vital charges in connection with the Export-Import Bank of the United States (“EXIM”) underwriting method, like the expenditures of EXIM’s or any other lenders’ legal and other advisors and NioCorp’s personal advisors the completion of the Phase I due diligence method 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 method the possibility that, even if NioCorp completes the application method, it does not acquire a final commitment of financing from EXIM on the anticipated timeline, on acceptable terms, or at all NioCorp’s capability to operate as a going concern NioCorp’s requirement of substantial more capital NioCorp’s restricted operating history NioCorp’s history of losses price increases for NioCorp’s exploration and, if warranted, improvement projects a disruption in, or failure of, NioCorp’s information and facts technologies systems, like these associated to cybersecurity gear and provide shortages existing and future offtake agreements, joint ventures, and partnerships NioCorp’s capability to attract certified management the effects of the COVID-19 pandemic or other international well being crises on NioCorp’s business enterprise plans, economic situation and liquidity estimates of mineral sources and reserves mineral exploration and production activities feasibility study outcomes alterations in demand for and price tag of commodities (such as fuel and electrical energy) and currencies alterations or disruptions in the securities markets legislative, political or financial developments the want to get permits and comply with laws and regulations and other regulatory needs the possibility that actual outcomes of function may possibly differ from projections/expectations or may possibly not recognize the perceived prospective of NioCorp’s projects dangers of accidents, gear breakdowns, and labor disputes or other unanticipated issues or interruptions the possibility of price overruns or unanticipated expenditures 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 prospective future litigation and NioCorp’s lack of insurance coverage covering all of NioCorp’s operations.

Ought to a single or a lot more of these dangers or uncertainties materialize or need to any of the assumptions produced by the management of NioCorp and GXII prove incorrect, actual outcomes may possibly differ in material respects from these projected in these forward-hunting statements.

All subsequent written and oral forward-hunting 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 necessary by applicable law or regulation, NioCorp undertakes no obligation to update these forward-hunting 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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