CENTENNIAL, Colo., March 6, 2023 /PRNewswire/ -- NioCorp
Developments Ltd. ("NioCorp" or the
"Company") (TSX:NB)
(OTCQX:NIOBF) is pleased to announce the
receipt of a Letter of Interest from the Export-Import Bank of
the United States ("EXIM")
for potential debt financing of up to $800
million through EXIM's "Make More In America" initiative to
fund the project costs of NioCorp's proposed Elk Creek Critical
Minerals Project.
EXIM's communication to NioCorp states: "We are pleased to
extend this Letter of Interest in support of the proposed capital
funding plan by Elk Creek Resources Corp. for the Elk Creek
Project. Based on the preliminary information submitted on expected
exports and jobs supported, EXIM may be able to consider potential
financing of up to $800,000,000.00 of
the project's costs under EXIM's Make More In America initiative."
Elk Creek Resources Corp. is a Nebraska corporation wholly owned by
NioCorp.
A project finance letter of interest from EXIM represents only a
preliminary step in the formal EXIM application process, and the
Letter of Interest states that the communication "does not
represent a financing commitment" and "is not an explicit
indication of the financial or commercial viability of a
transaction."
NioCorp expects to submit an application to EXIM to begin the
first phase of the underwriting process ("Phase I") as soon
as possible. As stated in the Letter of Interest, "Upon
receipt of NioCorp's application for financing, EXIM will conduct
all requisite due diligence necessary to determine if a Final
Commitment may be issued for this transaction." The process from
submission of a Phase I application to a final commitment of
financing by EXIM, if any, is expected to take approximately six to
nine months and is subject to a number of risks and uncertainties.
See "About NioCorp's Application Process" and "Forward-Looking
Statements Disclaimers" below for additional information. As
explained in the Letter of Interest, "Any final commitment will be
dependent on meeting EXIM's underwriting criteria, authorization
process, and finalization and satisfaction of terms and conditions.
All Final Commitments must be in compliance with EXIM policies as
well as program, legal, and eligibility requirements."
"We are very pleased with this Letter of Interest from the
Export-Import Bank of the United
States for NioCorp's Elk Creek Critical Minerals Project,
and with the fact that we may qualify for as much as $800 million in debt financing from EXIM," said
Mark A. Smith, Chairman and CEO of
NioCorp. "We look forward to finalizing and submitting a formal
loan application to EXIM and working closely with them through this
process."
The debt financing is subject to the satisfactory completion of
due diligence, the negotiation and settlement of final terms, and
the negotiation of definitive documentation. There can be no
assurance that the debt financing will be completed on the terms as
described above or at all.
As noted on EXIM's website, in February
2021, President Biden signed Executive Order 14017 directing
an all-of-government approach to assessing vulnerabilities in – and
strengthening the resilience of – the
United States' critical supply chains. From that Executive
Order, the White House released findings from its comprehensive
100-day supply chain assessments for four critical products:
semiconductor manufacturing and advanced packaging; large capacity
batteries, like those for electric vehicles; critical minerals and
materials; and pharmaceuticals and active pharmaceutical
ingredients.
More information on EXIM's Make More In America initiative can
be seen here:
https://www.exim.gov/about/special-initiatives/make-more-in-america-initiative
The information on or accessible from any social media postings
or sites, or EXIM's website, is not, and will not be deemed to be,
incorporated by reference into this press release or any filings
with the SEC.
@NioCorp $NB $NIOBF #ElkCreek #Niobium #Scandium #ElkCreek
#Nebraska #EXIM #GXII
For More Information
Contact Jim Sims, VP of External Affairs, NioCorp
Developments Ltd., 720-639-4650, jim.sims@niocorp.com
About NioCorp
NioCorp is developing a superalloy
materials project in Southeast
Nebraska that will produce Niobium, Scandium, and Titanium.
Niobium is used to produce superalloys 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
superalloy material 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 superalloys and is a key
component of pigments used in paper, paint and plastics and is also
used for aerospace applications, armor and medical implants.
About NioCorp's Application Process
EXIM's "Make More in America" initiative allows companies to
apply to EXIM for a project finance letter of interest, which
letter indicates EXIM's willingness to consider a financing
application for a given transaction. In February 2023, NioCorp applied to EXIM for a
project finance letter of interest and, following a preliminary
review of the Elk Creek Project to determine whether it met the
basic criteria for a potential debt financing by EXIM, EXIM issued
the Letter of Interest. NioCorp expects to submit a Final
Commitment Application to EXIM to begin the Phase I of the
underwriting process as soon as possible. The application will
require detailed information and analysis from NioCorp regarding
the Elk Creek Project, the Feasibility Study prepared by
independent qualified persons for the purposes of estimating
mineral resources and reserves at the Elk Creek Project, supply and
offtake agreements, project costs, annual financial statements,
financial model and assumptions, market information, principal
risks and benefits, and insurance coverage. Phase I of the
underwriting process would involve due diligence by EXIM and their
advisors and the payment of certain fees and expenses by NioCorp.
If the Phase I evaluation process is satisfactorily completed, EXIM
will issue a preliminary project letter, indicating whether or not
EXIM is prepared to move forward on a financing offer, as well as
the general terms and conditions of such offer, based on the
information available at the time of application. After the
issuance of a preliminary project letter indicating that EXIM is
prepared to move forward on a financing offer, NioCorp and EXIM
would commence a second phase ("Phase II") of due diligence,
involving additional fees payable by NioCorp, before EXIM
determines if it will provide a final commitment of financing. The
process from submission of a Phase I application to a final
commitment of financing by EXIM, if any, is expected to take six to
nine months. Even if NioCorp ultimately receives a final commitment
from EXIM for up to $800 million of
project financing, NioCorp would still require additional financing
to fund the estimated capital costs expected to be required to
complete development of the Elk Creek Project and advance it to the
production stage.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed business combination between
NioCorp and GX Acquisition Corp. II ("GXII") pursuant to the
Business Combination Agreement, dated September 25, 2022 (the "Business Combination
Agreement"), among NioCorp, GXII and Big Red Merger Sub Ltd. (the
transactions contemplated by the Business Combination Agreement,
collectively, the "Transaction"), NioCorp has filed a registration
statement on Form S-4 (the "registration statement") with the U.S.
Securities and Exchange Commission ("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 has been 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. 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 definitive joint proxy
statement/prospectus 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
definitive joint proxy statement/prospectus 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.
No Offer or Solicitation
This press release and the information contained herein do not
constitute (i) 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 U.S. Securities Act)
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (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 Disclaimers
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
regarding NioCorp's plans to submit a Phase I debt financing
application to EXIM; the prospects for successfully securing
financing from EXIM on acceptable terms, or at all; the expected
timing of, and benefits to the Elk Creek Critical Minerals Project
of, securing such financing from EXIM; 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 financial
and business performance of NioCorp; NioCorp's anticipated results
and developments in the operations of NioCorp in future periods;
the adequacy of NioCorp's financial resources; NioCorp's ability to
secure sufficient project financing to complete construction and
commence operation of the Elk Creek Project; and the creation of
full time and contract construction jobs over the construction
period 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 Company's
ability to successfully complete EXIM's Phase I application process
and secure project financing on acceptable terms, or at all; the
expected timing of, and benefits to the Elk Creek Critical Minerals
Project of, securing such financing from EXIM; 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; the consummation of the
convertible debenture transaction and the stand-by equity purchase
facility contemplated by the definitive agreements with YA II PN,
Ltd., an investment fund managed by Yorkville Advisors Global, LP
(together with YA II PN, Ltd., "Yorkville"); 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 with the
SEC and with the applicable Canadian securities regulatory
authorities and the following: NioCorp's ability to submit a
complete application to begin the Phase I evaluation process;
NioCorp's ability to pay the necessary fees in connection with
EXIM's underwriting process, including the expenses of EXIM's or
any other lenders' legal and other advisors and NioCorp's own
advisors; the completion of the Phase I due diligence process and
the receipt of a preliminary project letter indicating that EXIM is
prepared to undertake Phase II due diligence; the completion of the
Phase II due diligence process; the possibility that, even if
NioCorp completes the application process, it does not receive a
final commitment of financing from EXIM on the anticipated
timeline, on acceptable terms, or at all; 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 Transaction; the inability to complete the proposed Transaction
due to, among other things, the failure to obtain NioCorp
shareholder approval or GXII shareholder approval or the
consummation of the convertible debenture transaction and the
stand-by equity purchase facility contemplated by the definitive
agreements with Yorkville; the
inability to complete the convertible debenture transaction and the
stand-by equity purchase facility contemplated by the definitive
agreements with Yorkville due to,
among other things, the failure to obtain shareholder approval or
regulatory approval; the risk that the announcement and
consummation of the proposed Transaction disrupts NioCorp's current
plans; the ability to recognize the anticipated benefits of the
proposed Transaction; unexpected costs related to the proposed
Transaction; the risks that the consummation of the proposed
Transaction 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
off take 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 Transaction or other matters addressed
herein and attributable to NioCorp or any person acting on its
behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to herein. 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 hereof to reflect the
occurrence of unanticipated events.
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