CENTENNIAL, Colo., March 10,
2023 /PRNewswire/ -- NioCorp Developments Ltd.
("NioCorp" or the "Company") (TSX: NB; OTCQX: NIOBF)
is pleased to announce the results of shareholder voting on its
previously-announced proposed business combination (the
"Business Combination") with GX Acquisition Corp II.
("GXII"), as well as two previously announced financings
(the "Yorkville Financings") with YA II PN, Ltd., an
investment fund managed by Yorkville Advisors Global, LP (together
with YA II PN, Ltd., "Yorkville").
Shareholders of the Company (the "Shareholders") voted
and passed ordinary resolutions approving the following proposals
in connection with the Business Combination and the Yorkville
Financings:
- Proposal No. 1 – The "Share Issuance Proposal": Approved
by 96.23% of the votes cast by the Shareholders present in person
or represented by proxy at the Meeting.
- Proposal No. 2 – The "Yorkville Equity Facility Financing
Proposal": Approved by 96.04% of the votes cast by the
Shareholders present in person or represented by proxy at the
Meeting.
- Proposal No. 3 – The "Yorkville Convertible Debt Financing
Proposal": Approved by 96.15% of the votes cast by the
Shareholders present in person or represented by proxy at the
Meeting.
- Proposal No. 4 – The "Quorum Amendment Proposal":
Approved by 95.97% of the votes cast by the Shareholders present in
person or represented by proxy at the Meeting.
Completion of the Business Combination and the Yorkville
Financings is subject to certain conditions, including the receipt
of the approval of the Toronto Stock Exchange (the "TSX")
and the approval of certain elements of the proposed Business
Combination by a majority of stockholders of GXII.
Further details regarding the Transaction are set out in the
Company's management information circular dated February 8, 2023, which is available on NioCorp's
profile at www.sedar.com.
For More Information
Contact Jim Sims, Corporate
Communications Officer, NioCorp Developments Ltd., (720) 334-7066,
jim.sims@niocorp.com
https://www.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 transactions contemplated by the
Business Combination Agreement, dated September 25, 2022, among NioCorp, GXII and Big
Red Merger Sub Ltd, (collectively, the "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 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 (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 definitive 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 communication 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 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 news 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 communication 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
the parties' ability to close the proposed Transaction, including
NioCorp and GXII being able to receive all required regulatory,
third-party and GXII stockholder 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 stockholders; NioCorp's expectation that its common shares
will be accepted for listing on the Nasdaq Stock Market following
the closing of the proposed Transaction; the consummation of the
convertible debenture transaction and the stand-by equity purchase
facility contemplated by the definitive agreements with
Yorkville; the financial and
business performance of NioCorp; NioCorp's anticipated results and
developments in the operations of NioCorp in future periods;
NioCorp's planned exploration activities; 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; NioCorp's expectation and ability to produce
niobium, scandium and titanium at the Elk Creek Project; the
outcome of current recovery process improvement testing, and
NioCorp's expectation that such process improvements could lead to
greater efficiencies and cost savings in the Elk Creek Project; the
Elk Creek Project's ability to produce multiple critical metals;
the Elk Creek Project's projected ore production and mining
operations over its expected mine life; the completion of the
demonstration plant and technical and economic analyses on the
potential addition of magnetic rare earth oxides to NioCorp's
planned product suite; the exercise of options to purchase
additional land parcels; the execution of contracts with
egineering, procurement and construction companies; NioCorp's
ongoing evaluation of the impact of inflation, supply chain issues
and geopolitical unrest on the Elk Creek Project's economic model;
the impact of health epidemics, including the COVID-19 pandemic, on
NioCorp's business and the actions NioCorp may take in response
thereto; 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 GXII, as applicable,
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 GXII
stockholder approvals for the proposed Transaction; the amount of
redemptions by GXII public stockholders; the consummation of the
convertible debenture transaction and the stand-by equity purchase
facility contemplated by the definitive agreements with
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
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 Transaction; the inability to
complete the proposed Transaction due to, among other things, the
failure to obtain GXII stockholder 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 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 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
and GXII 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 in
this communication and attributable to NioCorp, GXII or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statements contained or referred to in this
communication. Except to the extent required by applicable law or
regulation, NioCorp and GXII undertake no obligation to update
these forward-looking statements to reflect events or circumstances
after the date of this communication to reflect the occurrence of
unanticipated events.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/niocorp-developments-ltd-shareholders-vote-overwhelmingly-to-support-business-combination-with-gxii-and-to-approve-up-to-81-million-in-separate-financing-deals-for-niocorp-301769174.html
SOURCE NioCorp Developments Ltd.
