CENTENNIAL, Colo., Jan. 27, 2023 /PRNewswire/ -- NioCorp
Developments Ltd. ("NioCorp" or the "Company")
(TSX: NB; OTCQX: NIOBF) today announced that it has entered
into definitive agreements with respect to two previously announced
financings with YA II PN, Ltd., an investment fund managed by
Yorkville Advisors Global, LP (together with YA II PN, Ltd.,
"Yorkville"). The
financings contemplated by the definitive agreements include (i) up
to US$16,000,000 aggregate principal
amount of unsecured convertible debentures of NioCorp (the
"Convertible Debentures") convertible into common shares of
NioCorp (the "Common Shares") and Common Share purchase
warrants (the "Financing Warrants") entitling the holders
thereof to purchase additional Common Shares (the "Yorkville
Convertible Debt Financing"); and (ii) a standby equity
purchase facility pursuant to which NioCorp will have the right,
but not the obligation, subject to the conditions set out therein,
to sell Common Shares to Yorkville
with a maximum aggregate value of up to US$65,000,000 over a period of up to 36
months (the "Yorkville Equity Facility Financing" and,
together with the Yorkville Convertible Debt Financing, the
"Yorkville Financings").
The Yorkville Financings are expected to become effective on the
date of the closing (the "Closing") of the Company's
proposed business combination (the "Transaction") with GX
Acquisition Corp. II ("GXII"), as previously announced on
September 26, 2022. Once completed,
the Yorkville Financings could provide NioCorp with access to up to
an additional US$80,360,000, before
related fees and expenses payable by NioCorp.
NioCorp intends to use the proceeds from the Yorkville
Financings to advance its efforts to launch construction of the Elk
Creek Project and move it to commercial operation, and to
satisfy the fees and expenses incurred in connection with the
Transaction, if required.
Completion of the Yorkville Financings is subject to certain
conditions, including the Closing of the Transaction, the receipt
of the approval of the Toronto Stock Exchange (the
"TSX") and the approval of NioCorp's shareholders in
accordance with the rules of the TSX.
Yorkville Convertible Debt Financing
Pursuant to the Securities Purchase Agreement, dated
January 26, 2023 (the "Yorkville
Convertible Debt Financing Agreement"), by and between NioCorp
and Yorkville, Yorkville, and any investor that exercises its
contractual right previously granted by NioCorp to participate in
the Yorkville Convertible Debt Financing (collectively with
Yorkville, the
"Investors"), will advance an initial total amount of
US$9,600,000 to NioCorp in
consideration of the issuance by NioCorp to the Investors of
US$10,000,000 aggregate principal
amount of Convertible Debentures at the time of Closing (the
"First Debenture Closing"), and an additional total amount
of US$5,760,000 to NioCorp in
consideration of the issuance by NioCorp to the Investors of
US$6,000,000 aggregate principal
amount of Convertible Debentures on a date to be determined at the
election of NioCorp, but which may not be prior to the later to
occur of (i) the date of filing of the Convertible Debt Financing
Registration Statement (as defined below) and (ii) the date of
Closing (together with the First Debenture Closing, the
"Debenture Closings").
Each Convertible Debenture issued under the Yorkville
Convertible Debt Financing will be an unsecured obligation of
NioCorp, will have an 18-month term from the First Debenture
Closing, which may be extended for one six-month period in certain
circumstances at the option of NioCorp, and will incur a simple
interest rate obligation of 5.0% per annum (which will increase to
15.0% per annum upon the occurrence of an event of default). The
outstanding principal amount of, accrued and unpaid interest, if
any, on, and premium, if any, on the Convertible Debentures must be
paid by NioCorp in cash when the same becomes due and payable under
the terms of the Convertible Debentures at their stated maturity,
upon their redemption or otherwise.
Subject to certain limitations contained within the Yorkville
Convertible Debt Financing Agreement and the Convertible
Debentures, holders of the Convertible Debentures will be entitled
to convert the principal amount of, and accrued and unpaid
interest, if any, on each Convertible Debenture, in whole or in
part, from time to time over their term, into a number of Common
Shares equal to the quotient of the principal amount and accrued
and unpaid interest, if any, being converted divided by the
Conversion Price. The "Conversion Price" means, as of any
Conversion Date (as defined below) or other date of determination,
the greater of (i) 90% of the average of the daily U.S. dollar
volume-weighted average price ("VWAP") of the Common Shares
on the principal U.S. market for the Common Shares as reported by
Bloomberg Financial Markets during the five consecutive trading
days immediately preceding the date on which the holder exercises
its conversion right in accordance with the requirements of the
Yorkville Convertible Debt Financing Agreement (the "Conversion
Date") or other date of determination, unless NioCorp consents
to conversion at a lower price, and (ii) the five-day VWAP of the
Common Shares on the TSX (or on the principal U.S. market if the
majority of the trading volume and value of the Common Shares
occurred on the Nasdaq Capital Market (the "Nasdaq") during
the relevant period) for the five consecutive trading days
immediately prior to the Conversion Date or other date of
determination less the maximum applicable discount allowed by the
TSX.
The terms of the Convertible Debentures restrict the number of
Convertible Debentures that may be converted during each calendar
month by an Investor. The terms of the Convertible Debentures also
restrict the conversion of Convertible Debentures by an Investor if
such a conversion would cause the Investor to exceed certain
ownership thresholds in NioCorp. NioCorp will be required to make
prepayments of the Convertible Debentures in certain
circumstances.
In conjunction with each Debenture Closing, NioCorp will issue
to the Investors Financing Warrants to purchase a number of Common
Shares as is equal to the quotient of the principal amount of
Convertible Debentures issued in such Debenture Closing divided by
the "Exercise Price", which is equal to the greater of: (a)
the quotient of US$10.00 divided by
11.1829212; or (b) the average of the daily VWAPs of the Common
Shares on the principal U.S. market for the Common Shares during
regular trading hours as reported by Bloomberg Financial Markets
during the five consecutive trading days ending on the trading day
immediately prior to such Debenture Closing, in each case subject
to any adjustment to give effect to any stock dividend, stock split
or recapitalization.
The Financing Warrants will be exercisable, in whole or in part,
but not in increments of less than US$50,000 aggregate Exercise Price (unless the
remaining aggregate Exercise Price is less than US$50,000), beginning on the earlier of (a) six
months following the issuance of the applicable Financing Warrants
or (b) the effective date of the initial Convertible Debt Financing
Registration Statement (the "Exercise Date") and may be
exercised at any time prior to their expiration. Holders of the
Financing Warrants may exercise their Financing Warrants, at their
election, by paying the Exercise Price in cash or on a cashless
exercise basis. On each of the first 12 monthly anniversaries of
the Exercise Date, 1/12th of the Financing Warrants will
expire.
The terms of the Convertible Debentures and the Financing
Warrants restrict the conversion of Convertible Debentures or
exercise of Financing Warrants by an Investor if such a conversion
or exercise would cause the Investor to exceed certain beneficial
ownership thresholds in NioCorp or such a conversion or exercise
would cause the aggregate number of Common Shares issued pursuant
to the Yorkville Convertible Debt Financing to exceed the
thresholds for issuance of Common Shares under the rules of the TSX
and Nasdaq, unless prior shareholder approval is obtained.
The Yorkville Convertible Debt Financing Agreement will
terminate automatically if the Business Combination Agreement,
dated September 25, 2022 (the
"Business Combination Agreement"), by and among NioCorp,
GXII and Big Red Merger Sub Ltd, is terminated. Also, the Investors
will have the right to terminate the Yorkville Convertible Debt
Financing Agreement if the First Debenture Closing does not occur
on or prior to March 22, 2023.
NioCorp will have the right to terminate the Yorkville Convertible
Debt Financing Agreement at any time prior to the First Debenture
Closing, provided that it will be required to pay a cash
termination fee of US$1,600,000 to
the Investors, on a pro rata basis.
On January 26, 2023, in connection
with the Yorkville Convertible Debt Financing Agreement, NioCorp
and Yorkville also entered into a
registration rights agreement (the "Convertible Debt Financing
Registration Rights Agreement") pursuant to which NioCorp has
agreed to file with the U.S. Securities and Exchange Commission
(the "SEC") a registration statement (the "Convertible
Debt Financing Registration Statement") registering the resale
by the Investors of the Common Shares issuable upon the conversion
of the Convertible Debentures and the exercise of the Financing
Warrants under the U.S. Securities Act of 1933 (the "Securities
Act"), as soon as practicable but no later than 21 calendar
days following the Closing, and to use its reasonable best efforts
to have the Convertible Debt Financing Registration Statement
declared effective as soon as practicable after the filing thereof,
but in no event later than the 45th calendar day following the
filing date thereof. NioCorp further agreed to use its reasonable
best efforts to cause the Convertible Debt Financing Registration
Statement to remain continuously effective for a period that will
terminate upon the first date on which all of the Common Shares
issuable upon the conversion of the Convertible Debentures and the
exercise of the Financing Warrants may be sold without restriction,
including volume and manner-of-sale restrictions, pursuant to Rule
144 under the Securities Act or have been sold by Investors. The
Company also granted to the Investors certain demand rights for
underwritten shelf takedowns and piggyback registration rights with
respect to the Common Shares issuable upon the conversion of the
Convertible Debentures and the exercise of the Financing
Warrants.
Yorkville Equity Facility Financing
Pursuant to the Standby Equity Purchase Agreement, dated
January 26, 2023 (the "Yorkville
Equity Facility Financing Agreement"), by and between NioCorp
and Yorkville, NioCorp will have
the right, but not the obligation, to sell Common Shares to
Yorkville with a maximum aggregate
value of up to US$65,000,000 (the
"Commitment Amount") for a period commencing at the Closing
of the Transaction and ending on the earliest of (i) the first day
of the month next following the 36-month anniversary of the
Closing, (ii) the date on which Yorkville shall have made payment of the full
Commitment Amount and (iii) the date that the Yorkville Equity
Facility Financing Agreement otherwise terminates in accordance
with its terms (the "Commitment Period"), and will issue to
Yorkville US$650,000 aggregate
principal amount of Common Shares for no additional consideration.
Additionally, NioCorp will pay to Yorkville an aggregate fee of US$1,500,000 in cash (the "Cash Fee"),
including US$500,000 on the date of
Closing and the remainder in installments over a 12-month period
following the date of the Closing, provided that, NioCorp will have
the right to prepay without penalty all or part of the Cash Fee at
any time. Each right to sell Common Shares under the Yorkville
Equity Facility Financing Agreement is referred to as an
"Advance."
Subject to certain limitations and adjustments contained within
the Yorkville Equity Facility Financing Agreement, NioCorp will
have the option to sell the Common Shares to Yorkville at a purchase price equal to (a) 97%
of the VWAP of the Common Shares on the principal U.S. market for
the Common Shares during the applicable pricing period, which is a
period during a single trading day defined based on when NioCorp
submits written notice (an "Advance Notice") to Yorkville exercising its right to an Advance
("Purchase Price Option #1"); or (b) 97% of the average of
the daily VWAPs of the Common Shares on the principal U.S. market
for the Common Shares during a pricing period of three consecutive
trading days commencing on the trading day an Advance Notice is
received by Yorkville, if it is
received by 9:30 a.m., New York City time, or the immediately
following trading day if it is received after 9:30 a.m., New York
City time ("Purchase Price Option #2"). Purchase
Price Option # 2 will be used whenever any Convertible Debentures
issued to Yorkville pursuant to
the Yorkville Convertible Debt Financing Agreement are outstanding,
unless waived by Yorkville.
The Yorkville Equity Facility Financing Agreement limits the
number of Common Shares that may be issued to Yorkville in each Advance to the greater of
(a) 5,000,000 Common Shares and (b) the number of Common Shares
equal to 100% of the average daily volume traded of the Common
Shares on the Nasdaq during the five trading days prior to an
Advance, provided that, if any Convertible Debentures are
outstanding when an Advance Notice is delivered, then the maximum
number of Common Shares that may be issued will be computed in
accordance with (b) only (the "Maximum Advance Amount").
Notwithstanding this, NioCorp and Yorkville may agree to an issuance of a number
of Common Shares in excess of the Maximum Advance Amount in any
given Advance. Further, for as long as the Convertible Debentures
issued to Yorkville are
outstanding, the Yorkville Equity Facility Financing Agreement
provides for certain limitations on the amount of Advances that
NioCorp may request, including that NioCorp shall not effect more
than two Advances in any month. The Yorkville Equity Facility
Financing Agreement also restricts the sale of Common Shares to
Yorkville if such a sale would
cause Yorkville to exceed certain
beneficial ownership thresholds in NioCorp or such issuance would
cause the aggregate number of Common Shares issued pursuant to the
Yorkville Equity Facility Financing to exceed the thresholds for
issuance of Common Shares under the rules of the TSX and Nasdaq,
unless prior shareholder approval is obtained.
The Yorkville Equity Facility Financing Agreement restricts the
issuance of Common Shares pursuant to an Advance if such issuance
would cause Yorkville to exceed
certain beneficial ownership thresholds in NioCorp or such issuance
would cause the aggregate number of Common Shares issued pursuant
to the Yorkville Equity Facility Financing to exceed the thresholds
for issuance of Common Shares under the rules of the TSX and
Nasdaq, unless prior shareholder approval is obtained.
The Yorkville Equity Facility Financing Agreement will terminate
automatically following the expiration of the Commitment Period. In
addition, the Yorkville Equity Facility Financing Agreement will
terminate automatically if the Business Combination Agreement is
terminated. Also, NioCorp will have the right to terminate the
Yorkville Convertible Debt Financing Agreement effective upon five
trading days' prior written notice to Yorkville, as long as there are no outstanding
unsettled Advances and provided that it will be required to pay all
amounts owed to Yorkville
thereunder, including, without limitation, any unpaid portion of
the Cash Fee. The parties may also terminate the Yorkville Equity
Facility Financing Agreement by mutual written consent.
The Convertible Debentures, the Financing Warrants, the Common
Shares issuable upon conversion of the Convertible Debentures and
upon exercise of the Financing Warrants, the Common Shares issuable
pursuant to an Advance and the Commitment Shares will not be
qualified for distribution by prospectus in any jurisdiction of
Canada, and may not be offered for
sale, sold, assigned or transferred in any jurisdiction of
Canada except pursuant to a
prospectus or exemption from the prospectus requirement under
applicable securities laws in Canada. Yorkville will not be permitted to offer or
sell any such securities directly or indirectly to any person whom,
to Yorkville's knowledge, is
resident or located in a jurisdiction of Canada or acquiring such Common Shares for the
benefit of another person resident or located in a jurisdiction of
Canada, or on any marketplace in
Canada.
For More Information:
Jim Sims, Corporate
Communications Officer, NioCorp Developments Ltd., 720-639-4650,
jim.sims@niocorp.com
About NioCorp
NioCorp is developing a critical minerals project in
Southeast Nebraska that will
produce niobium, scandium, and titanium. The Company also is
evaluating the potential to produce several rare earths from the
Project. Niobium is used to produce specialty alloys as well
as High Strength, Low Alloy ("HSLA") steel, which is a
lighter, stronger steel used in automotive, structural, and
pipeline applications. Scandium is a specialty metal that can be
combined with Aluminum to make alloys with increased strength and
improved corrosion resistance. Scandium is also a critical
component of advanced solid oxide fuel cells. Titanium is used in
various lightweight alloys and is a key component of pigments used
in paper, paint and plastics and is also used for aerospace
applications, armor, and medical implants. Magnetic rare
earths, such as neodymium, praseodymium, terbium, and dysprosium
are critical to the making of Neodymium-Iron-Boron ("NdFeB")
magnets, which are used across a wide variety of defense and
civilian applications.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed Transaction, NioCorp has filed a
registration statement on Form S-4 (the "registration
statement") with the SEC, which includes a document that serves
as a prospectus and proxy circular of NioCorp and a proxy statement
of GXII, referred to as a "joint proxy statement/prospectus." The
definitive joint proxy statement/prospectus will be filed with the
SEC as part of the registration statement and, in the case of
NioCorp, with the applicable Canadian securities regulatory
authorities, and will be sent to all NioCorp shareholders and GXII
stockholders as of the applicable record date to be established.
Each of NioCorp and GXII may also file other relevant documents
regarding the proposed Transaction with the SEC and, in the case of
NioCorp, with the applicable Canadian securities regulatory
authorities. Before making any voting or investment decision,
investors and security holders of NioCorp and GXII are urged to
read the registration statement, the definitive joint proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC and, in the case of NioCorp, with the
applicable Canadian securities regulatory authorities in connection
with the proposed Transaction, including any amendments or
supplements to these documents, carefully and in their entirety
because they will contain important information about the proposed
Transaction.
Investors and security holders will be able to obtain free
copies of the registration statement and the joint proxy
statement/prospectus (if and when available) and all other relevant
documents that are filed or that will be filed with the SEC by
NioCorp or GXII through the website maintained by the SEC at
www.sec.gov. Investors and security holders will be able to obtain
free copies of the joint proxy statement/prospectus (if and when
available) and all other relevant documents that are filed or that
will be filed with the applicable Canadian securities regulatory
authorities by NioCorp through the website maintained by the
Canadian Securities Administrators at www.sedar.com. The documents
filed by NioCorp and GXII with the SEC and, in the case of NioCorp,
with the applicable Canadian securities regulatory authorities also
may be obtained by contacting NioCorp at 7000 South Yosemite, Suite
115, Centennial CO 80112, or by
calling (720) 639-4650; or GXII at 1325 Avenue of the Americas,
28th Floor, New York, NY 10019, or
by calling (212) 616-3700.
Participants in the Solicitation
NioCorp, GXII and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from NioCorp's shareholders and GXII's
stockholders in connection with the proposed Transaction.
Information regarding the executive officers and directors of
NioCorp is included in its management information and proxy
circular for its 2021 annual general meeting of shareholders filed
with the SEC and the applicable Canadian securities regulatory
authorities on October 22, 2021.
Information regarding the executive officers and directors of GXII
is included in its Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC
on March 25, 2022. Additional
information regarding the persons who may be deemed to be
participants in the solicitation, including information regarding
their interests in the proposed Transaction, are contained in the
registration statement and the joint proxy statement/prospectus.
NioCorp's shareholders and GXII's stockholders and other interested
parties may obtain free copies of these documents free of charge by
directing a written request to NioCorp or GXII.
No Offer or Solicitation
This press release and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed Transaction or (b) an offer to sell or the solicitation of
an offer to buy any security, commodity or instrument or related
derivative, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction or (ii) an offer or
commitment to lend, syndicate or arrange a financing, underwrite or
purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in
the United States or to or for the
account or benefit of U.S. persons (as defined in Regulation S
under the Securities Act) shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption therefrom. Investors should consult with their
counsel as to the applicable requirements for a purchaser to avail
itself of any exemption under the Securities Act. In Canada, no offering of securities shall be
made except by means of a prospectus in accordance with the
requirements of applicable Canadian securities laws or an exemption
therefrom. This press release is not, and under no circumstances is
it to be construed as, a prospectus, offering memorandum, an
advertisement or a public offering in any province or territory of
Canada. In Canada, no prospectus has been filed with any
securities commission or similar regulatory authority in respect of
any of the securities referred to herein.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and forward-looking information within the
meaning of applicable Canadian securities laws. Forward-looking
statements may include, but are not limited to, statements about
NioCorp's ability to close the Yorkville Financings, including
NioCorp being able to receive all required regulatory and
shareholder approvals for the Yorkville Financings; the time at
which the Yorkville Financings are expected to become effective;
the amount of funding that the Yorkville Financings could provide
to NioCorp; the intended use of the proceeds from the Yorkville
Financings; the advance amounts under the Yorkville Convertible
Debt Financing Agreement; the terms of each Convertible Debenture;
the interest rate of the Convertible Debentures; the Conversion
Price of the Convertible Debentures; the number of Convertible
Debentures that an Investor may convert; the number of Financing
Warrants that will be issued; the terms of the Financing Warrants;
the number and price of the Common Shares issuable under the
Yorkville Equity Financing Agreement; the payment of the Cash Fee;
the parties' ability to close the proposed Transaction, including
NioCorp and GXII being able to receive all required regulatory,
third-party and shareholder approvals for the proposed Transaction;
the anticipated benefits of the proposed Transaction, including the
potential amount of cash that may be available to the combined
company upon consummation of the proposed Transaction and the use
of the net proceeds following the redemptions by GXII public
shareholders; NioCorp's expectation that the Common Shares will be
accepted for listing on the Nasdaq following the Closing of the
proposed Transaction; NioCorp's planned exploration activities; and
NioCorp's ability to secure sufficient project financing to
complete construction and commence operation of the Elk Creek
Project. Forward-looking statements are typically identified by
words such as "plan," "believe," "expect," "anticipate," "intend,"
"outlook," "estimate," "forecast," "project," "continue," "could,"
"may," "might," "possible," "potential," "predict," "should,"
"would" and other similar words and expressions, but the absence of
these words does not mean that a statement is not
forward-looking.
The forward-looking statements are based on the current
expectations of the management of NioCorp, and are inherently
subject to uncertainties and changes in circumstances and their
potential effects and speak only as of the date of such statement.
There can be no assurance that future developments will be those
that have been anticipated. Forward-looking statements reflect
material expectations and assumptions, including, without
limitation, expectations and assumptions relating to: the future
price of metals; the stability of the financial and capital
markets; NioCorp and GXII being able to receive all required
regulatory, third-party and shareholder approvals for the proposed
Transaction; the amount of redemptions by GXII public shareholders;
NioCorp being able to receive all required regulatory and
shareholder approvals for the Yorkville Financings; and other
current estimates and assumptions regarding the proposed
Transaction and its benefits. Such expectations and assumptions are
inherently subject to uncertainties and contingencies regarding
future events and, as such, are subject to change. Forward-looking
statements involve a number of risks, uncertainties or other
factors that may cause actual results or performance to be
materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include,
but are not limited to, those discussed and identified in public
filings made by NioCorp and GXII with the SEC and, in the case of
NioCorp, with the applicable Canadian securities regulatory
authorities and the following: the amount of any redemptions by
existing holders of GXII Class A shares being greater than
expected, which may reduce the cash in trust available to NioCorp
upon the consummation of the Transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Business Combination Agreement and/or payment of
the termination fees; the outcome of any legal proceedings that may
be instituted against NioCorp or GXII following announcement of the
Business Combination Agreement and the transactions contemplated
therein; the inability to complete the proposed Transaction due to,
among other things, the failure to obtain NioCorp shareholder
approval or GXII shareholder approval; the inability to complete
the Yorkville Financings due to, among other things, the failure to
obtain shareholder approval or regulatory approval; the risk that
the consummation of the proposed transactions disrupts NioCorp's
current plans; the ability to recognize the anticipated benefits of
the proposed transactions; unexpected costs related to the proposed
transactions; the risks that the consummation of the proposed
transactions is substantially delayed or does not occur, including
prior to the date on which GXII is required to liquidate under the
terms of its charter documents; NioCorp's ability to operate as a
going concern; NioCorp's requirement of significant additional
capital; NioCorp's limited operating history; NioCorp's history of
losses; cost increases for NioCorp's exploration and, if warranted,
development projects; a disruption in, or failure of, NioCorp's
information technology systems, including those related to
cybersecurity; equipment and supply shortages; current and future
offtake agreements, joint ventures, and partnerships; NioCorp's
ability to attract qualified management; the effects of the
COVID-19 pandemic or other global health crises on NioCorp's
business plans, financial condition and liquidity; estimates of
mineral resources and reserves; mineral exploration and production
activities; feasibility study results; changes in demand for and
price of commodities (such as fuel and electricity) and currencies;
changes or disruptions in the securities markets; legislative,
political or economic developments; the need to obtain permits and
comply with laws and regulations and other regulatory requirements;
the possibility that actual results of work may differ from
projections/expectations or may not realize the perceived potential
of NioCorp's projects; risks of accidents, equipment
breakdowns, and labor disputes or other unanticipated difficulties
or interruptions; the possibility of cost overruns or unanticipated
expenses in development programs; operating or technical
difficulties in connection with exploration, mining, or development
activities; the speculative nature of mineral exploration and
development, including the risks of diminishing quantities of
grades of reserves and resources; claims on the title to NioCorp's
properties; potential future litigation; and NioCorp's lack of
insurance covering all of NioCorp's operations.
Should one or more of these risks or uncertainties materialize
or should any of the assumptions made by the management of NioCorp
prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements
concerning the proposed Business Combination and Yorkville
Financings or other matters addressed in this press release and
attributable to NioCorp or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
contained or referred to in this press release. Except to the
extent required by applicable law or regulation, NioCorp undertakes
no obligation to update these forward-looking statements to reflect
events or circumstances after the date of this press release to
reflect the occurrence of unanticipated events.
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