• Tue. Mar 28th, 2023

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


Mar 17, 2023

CENTENNIAL, Colo. , March 17, 2023 /PRNewswire/ — NioCorp Developments Ltd. (“NioCorp” or the “Firm“) (TSX: NB; OTCQX: NIOBF) in the present day 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 essential minerals undertaking 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, a completely 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 guardian firm of the merged entity, NioCorp issued 1,753,823 widespread shares (the “Widespread Shares“) in alternate for the entire 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 occasion thereto) had been transformed into Class B shares of GXII (now generally known as Elk Creek Assets Corp.) because the surviving entity of the merger and have become exchangeable into Widespread 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 12 months after the closing and (ii) the date on which the buying and selling worth of the Widespread Shares exceeds sure thresholds or the date on which NioCorp completes a transaction that ends in all of NioCorp’s shareholders having the suitable to alternate their Widespread 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 shall be exercisable for Widespread Shares with an train worth of roughly $10.28 per Widespread 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).

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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 combination 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, 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 is able to enhance 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 Widespread Share buy warrants entitling Yorkville to buy Widespread Shares (the “Financing Warrants“) at an train worth of roughly $8.94 per Widespread 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 Widespread Shares issuable upon the conversion of the Convertible Debentures and the train of the Financing Warrants beneath 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 suitable, however not the duty, to promote Widespread Shares to Yorkville with a most combination 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 circumstances. 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 challenge to Yorkville 81,213 Widespread Shares as consideration for Yorkville’s irrevocable dedication to buy Widespread Shares beneath 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 internet proceeds from the Yorkville Convertible Debt Financing. NioCorp additionally expects to have entry to as much as a further $61.6 million in internet 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 internet 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 present 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 break up) (the “Consolidation“) of its issued and excellent Widespread Shares on the premise of 1 (1) post-Consolidation Widespread Share for each ten (10) pre-Consolidation Widespread Shares. Following completion of the Enterprise Mixture and the Consolidation, there are at present 30,000,442 Widespread Shares issued and excellent. Additional, there are 7,957,404 Class B shares of GXII (now generally known as Elk Creek Assets Corp.), because the surviving entity of the merger, which are exchangeable for an combination of as much as 7,957,404 Widespread Shares and 15,666,667 Assumed Warrants exercisable for an combination of as much as 17,519,910 Widespread 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 comparable phrases that present for proportional adjustment thereof.

The Widespread 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, beneath the symbols “NB” and “NIOBW,” respectively. The Widespread Shares will proceed to commerce on the Toronto Inventory Change (“TSX“) beneath 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 at first of standard buying and selling hours on March 21, 2023. The Widespread 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 Info

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


About NioCorp

NioCorp is creating a essential minerals undertaking 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 steel that may be mixed with Aluminum to make alloys with elevated energy and improved corrosion resistance. Scandium can also be a essential part of superior strong oxide gasoline cells. Titanium is utilized in numerous light-weight alloys and is a key part of pigments utilized in paper, paint and plastics and can also be used for aerospace functions, armor, and medical implants. Magnetic uncommon earths, similar to neodymium, praseodymium, terbium, and dysprosium are essential to the making of Neodymium-Iron-Boron (“NdFeB”) magnets, that are used throughout all kinds of protection and civilian functions.

Ahead-Wanting Statements

This communication accommodates forward-looking statements throughout the which means of the USA Personal Securities Litigation Reform Act of 1995 and forward-looking data throughout the which means of relevant Canadian securities legal guidelines. Ahead-looking statements could embrace, however should not restricted to, the anticipated advantages of the proposed Transactions, together with the power to entry the complete quantity of the anticipated internet 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 intervals; NioCorp’s deliberate exploration actions; the adequacy of NioCorp’s monetary assets; NioCorp’s capacity to safe ample undertaking financing to finish development and begin operation of the Elk Creek Undertaking; NioCorp’s expectation and talent 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 may result in better efficiencies and price financial savings within the Elk Creek Undertaking; the Elk Creek Undertaking’s capacity to supply a number of essential 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 development 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 could soak up response thereto; and the creation of full time and contract development jobs over the development interval of the Elk Creek Undertaking. Ahead-looking statements are usually recognized by phrases similar to “plan,” “consider,” “anticipate,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “undertaking,” “proceed,” “may,” “could,” “may,” “potential,” “potential,” “predict,” “ought to,” “would” and different comparable phrases and expressions, however the absence of those phrases doesn’t imply {that a} assertion is just not 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 adjustments in circumstances and their potential results and converse solely as of the date of such assertion. There will be no assurance that future developments shall be these which were anticipated. Ahead-looking statements mirror materials expectations and assumptions, together with, with out limitation, expectations and assumptions referring to: the longer term worth of metals; the steadiness of the monetary and capital markets; and different present estimates and assumptions concerning the Transactions and their advantages. Such expectations and assumptions are inherently topic to uncertainties and contingencies concerning future occasions and, as such, are topic to alter. Ahead-looking statements contain a lot of dangers, uncertainties or different components that will trigger precise outcomes or efficiency to be materially completely different from these expressed or implied by these forward-looking statements. These dangers and uncertainties embrace, however should 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 towards NioCorp or GXII following closing of the Transaction; the lack to entry the complete quantity of internet proceeds beneath the Yorkville Fairness Facility Financing over the following three years; the power to acknowledge the anticipated advantages of the Transactions; surprising prices associated to the Transactions; the completion of processes required to impact the buying and selling of the Widespread Shares on a post-Consolidation foundation on the TSX and the Nasdaq being delayed; NioCorp’s capacity to submit a whole utility to start the EXIM Part I analysis course of; NioCorp’s capacity to pay the required charges in reference to the Export-Import Financial institution of the USA (“EXIM”) underwriting course of, together with the bills of EXIM’s or every other lenders’ authorized and different advisors and NioCorp’s personal advisors; the completion of the Part I due diligence course of and the receipt of a preliminary undertaking letter indicating that EXIM is ready to undertake Part II due diligence; the completion of the Part II due diligence course of; the likelihood that, even when NioCorp completes the appliance course of, it doesn’t obtain a closing dedication of financing from EXIM on the anticipated timeline, on acceptable phrases, or in any respect; NioCorp’s capacity 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; value will increase for NioCorp’s exploration and, if warranted, improvement initiatives; a disruption in, or failure of, NioCorp’s data expertise techniques, together with these associated to cybersecurity; tools and provide shortages; present and future offtake agreements, joint ventures, and partnerships; NioCorp’s capacity to draw certified administration; the consequences of the COVID-19 pandemic or different world well being crises on NioCorp’s enterprise plans, monetary situation and liquidity; estimates of mineral assets and reserves; mineral exploration and manufacturing actions; feasibility examine outcomes; adjustments in demand for and worth of commodities (similar to gasoline and electrical energy) and currencies; adjustments 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 likelihood that precise outcomes of labor could differ from projections/expectations or could not understand the perceived potential of NioCorp’s initiatives; dangers of accidents, tools breakdowns, and labor disputes or different unanticipated difficulties or interruptions; the potential for value 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 masking 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 could fluctuate in materials respects from these projected in these forward-looking statements.

All subsequent written and oral forward-looking statements in regards to the Transactions or different issues addressed on this communication and attributable to NioCorp, GXII or any particular person 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 legislation or regulation, NioCorp undertakes no obligation to replace these forward-looking statements to mirror occasions or circumstances after the date of this communication to mirror the prevalence of unanticipated occasions.



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SOURCE NioCorp Developments Ltd.

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