New Cash Infusion to NioCorp is Expected to
Accelerate Progress of the Company's Elk Creek Critical Minerals
Project in Nebraska
NioCorp Shares Expected to Begin Trading on
Tuesday on Nasdaq Under the Ticker Symbol "NB" and Will be
Cross-Listed on the Toronto Stock Exchange
CENTENNIAL, Colo., March 16,
2023 /PRNewswire/ -- NioCorp Developments Ltd.
("NioCorp" or the "Company") (TSX: NB) (OTCQX: NIOBF)
is pleased to announce that it expects to have access to as much as
$71.9 million in net proceeds over
the next three years following the completion of the transactions
contemplated by the Business Combination Agreement, dated
September 25, 2022 (the "Business
Combination Agreement"), among NioCorp, GX Acquisition Corp. II
(Nasdaq: GXII) ("GX") and Big Red Merger Sub Ltd (the
"Transaction"), and two separate financing deals with
Yorkville Advisors Global, LP ("Yorkville").
The Transaction was approved by a vote of GXII shareholders on
Wednesday, March 15, 2023, and the
deal is expected to close on Friday, March
17, 2023. NioCorp's common shares (the "Common
Shares") are expected to begin trading on Tuesday, March 21, 2023, on the Nasdaq Stock
Market ("Nasdaq") under the ticker symbol "NB." The
Nasdaq listing is expected to make investment in NioCorp's stock
open to many more investors around the world, including
institutional investors and funds. Upon listing on Nasdaq,
the Common Shares will be cross-listed on the Toronto Stock
Exchange and will continue to trade there under the ticker symbol
"NB." The stock will no longer trade on the OTCQX under the ticker
symbol "NIOBF" in connection with the commencement of trading on
Nasdaq.
In connection with closing, NioCorp expects to receive
approximately $15.28 million in gross
proceeds from the Transaction. Deal costs are anticipated to
be approximately $20.3 million.
NioCorp expects to receive an additional $15.36 million in net proceeds from a separate
convertible debt financing with Yorkville (the "Yorkville Convertible Debt
Financing"), and also expects to have access to up to an
additional $61.6 million in net
proceeds from a standby equity facility with Yorkville (together with the Yorkville
Convertible Debt Financing, the "Yorkville Financings") over
the next three years, following the expected close of those
transactions on Friday. Total expected net proceeds from the
Transaction and the Yorkville Financings are expected to be
$71.9 million over the next three
years.
"This transaction with GXII delivered to us several important
benefits, including a ready pathway to an up-listing to the Nasdaq
Stock Market, which is expected to allow additional institutional
firms to invest in and trade in our stock for the first time.
Further, it has given NioCorp and the Elk Creek Project a much
higher profile among institutional investors looking for promising
projects in the critical materials space," said Mark A. Smith, CEO and Executive Chairman of
NioCorp.
"While all of us would rather have seen higher proceeds from the
GXII transaction, the cash infusion resulting from this deal, along
with our financings with Yorkville, is expected allow us to continue to
move the Elk Creek Project forward," said Mr. Smith. "This
Project is a strategically vital one for the United States, and we intend to continue
to move it forward to full financing and a construction start as
rapidly as possible."
Mr. Smith added: "NioCorp's Elk Creek Project is clearly
on the U.S. Government's radar screen now, as evidenced by the
non-binding Letter of Interest for up to $800 million we recently received from the
Export-Import Bank of the United States. Government
assistance is particularly vital to projects such as ours that face
government-subsidized competitors in foreign nations such as
China and the uneven playing field
this creates. It also is necessary given that obtaining
financing from commercial debt markets for long-lead projects such
as greenfield critical minerals mines can be challenging."
Dean Kehler, Co-Chairman and CEO
of GXII, said: "Many new investors, including institutional
and other large investment funds, are now expected to look more
closely at NioCorp, particularly since the Company's stock is
expected to begin trading on Nasdaq. In my experience, even
in volatile markets, hard assets that are expected to be strategic,
long-lived, and valuable -- such as the Elk Creek Project – are
able to attract the capital necessary to unlock their value, both
for investors and for the economic and national security of
the United States."
NioCorp's Elk Creek Critical Minerals Project is expected to
produce niobium, scandium, and titanium – all of which have been
designated as critical minerals by the U.S. Government. The US is
currently 100% dependent upon foreign producers for niobium and
scandium and is more than 90% dependent on foreign sources for
titanium mineral concentrate. NioCorp is currently examining
the technical feasibility of separating high-purity oxides of the
magnetic rare earths (1) neodymium-praseodymium oxide ("NdPr"),
which is the principal component of neodymium-iron-boron ("NdFeB")
permanent rare earth magnets; (2) dysprosium oxide ("Dy"); and (3)
terbium oxide ("Tb"). In addition to NdPr, both Dy and Tb
oxide are critical to the type of powerful NdFeB magnets used in
the traction motors of electric vehicles. However, very
little of these high-purity separated rare earth products are made
outside of Asia.
The Transaction and the Yorkville Financings are subject to a
number of closing conditions and there is no guarantee that they
will close on the terms described herein, if at all.
More information on NioCorp and its Elk Creek Critical Minerals
Project can be seen here: www.niocorp.com.
For More Information:
Jim Sims, Corporate
Communications Officer, NioCorp Developments Ltd., 720-334-7066,
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 parties' ability to close the proposed Transaction,
including NioCorp and GXII being able to receive all required
regulatory and third-party approvals for the proposed Transaction;
the anticipated benefits of the proposed Transaction and the
Yorkville Financings, including the potential amount of cash that
may be available to the combined company upon consummation of the
proposed Transaction and the Yorkville Financings and the use of
the net proceeds following the redemptions by public stockholders;
NioCorp's expectation that its 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
consummation of the convertible debenture transaction and the stand
by equity purchase facility contemplated by the definitive
agreements with Yorkville; 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 financial and business performance of
NioCorp; NioCorp's anticipated results and developments in the
operations of NioCorp in future periods; potential agreements
between NioCorp and strategic investors; 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 engineering, 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 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 and third-party approvals for the proposed Transaction;
the consummation of the convertible debenture transaction and the
stand-by equity purchase facility contemplated by the definitive
agreements with Yorkville; other
current estimates and assumptions regarding the proposed
Transaction and its benefits; 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; the Company's
ability to successfully complete EXIM's application process and
secure project financing on acceptable terms, or at all; and the
expected timing of, and benefits to the Elk Creek Critical Minerals
Project of, securing such financing from EXIM. 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 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
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; 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; NioCorp's ability to submit a
complete application to begin the EXIM 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; 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.
