CENTENNIAL, Colo., March 14,
2023 /PRNewswire/ -- NioCorp Developments Ltd.
("NioCorp" or the "Company") (TSX: NB; OTCQX:
NIOBF) today announced that its board of directors has
resolved to effect a share consolidation (reverse stock split) (the
"Consolidation") of its issued and outstanding common shares
(the "Common Shares") on the basis of one (1)
post-Consolidation Common Share for every ten (10)
pre-Consolidation Common Shares, contingent on the completion of
the relevant portions of the previously announced 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"), which is expected to occur on March 17, 2023, and subject to any applicable
requirements of the Toronto Stock Exchange (the "TSX") and
the Nasdaq Stock Exchange LLC (the "Nasdaq"). Had the
Consolidation occurred as of March 14,
2023, the Consolidation would have reduced the number of
Common Shares issued and outstanding from approximately 282,466,201
Common Shares to approximately 28,246,620 Common Shares. The Common
Shares are expected to commence trading on the TSX and on the
Nasdaq on a post-Consolidation basis on or about the opening of
trading on March 21, 2023.
The Company's transfer agent, Computershare Investor Services
Inc., is anticipated to send a letter of transmittal on
March 17, 2023, to the registered
holders of Common Shares. The letter of transmittal will contain
instructions on how to surrender Common Share certificate(s)
representing pre-Consolidation Common Shares to the transfer agent.
Shareholders may also obtain a copy of the letter of transmittal by
accessing the Company's SEDAR profile at www.sedar.com or the
Company's EDGAR profile at www.sec.gov. Until surrendered, each
certificate representing pre-Consolidation Common Shares will be
deemed for all purposes to represent the number of Common Shares to
which the holder thereof is entitled as a result of the
Consolidation.
No fractional Common Shares will be issued pursuant to the
Consolidation and any fractional shares that would otherwise be
issued will be rounded down to the nearest whole number.
Shareholders who hold their Common Shares through a securities
broker or other intermediary and do not have common shares
registered in their name will not be required to take any measures
with respect to the Consolidation. Shareholders who hold their
Common Shares through a securities broker or other intermediary
should be aware that the securities broker or intermediary
may have different procedures for processing the Consolidation than
those that will be put in place by the Company for registered
Shareholders and if they have questions in this regard, they are
encouraged to contact their securities broker or intermediary.
The Company's current CUSIP for the Common Shares is 654484104
and the new CUSIP number for the post-Consolidation Common Shares
is 654484609, the current ISIN for the Common Shares is
CA6544841043 and the new ISIN number for the post-Consolidation
Common Shares is CA6544846091.
For additional information regarding the Consolidation, please
refer to the Company's and GXII's joint proxy statement/prospectus
dated February 6, 2023, which is
available on SEDAR at www.sedar.com or EDGAR at
www.sec.gov.
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 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 Statement Disclaimer
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 the anticipated effectiveness of the Consolidation;
NioCorp's expectation that the Common Shares will be accepted for
listing on the Nasdaq following the closing of the proposed
Transaction; the expected timing of trading of Common Shares on a
post-Consolidation basis on the TSX and the Nasdaq; 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;.
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;
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"); other current
estimates and assumptions regarding the proposed Transaction and
its benefits; and the timing of the completion of processes
required to effect the trading of the Common Shares on a
post-Consolidation basis on the TSX and the Nasdaq. 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: the completion of processes required
to effect the trading of the Common Shares on a post-Consolidation
basis on the TSX and the Nasdaq being delayed; 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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SOURCE NioCorp Developments Ltd.
