Project features the highest-grade niobium deposit under development in North America and the second largest indicated rare earth resource in the U.S.¹

Depending upon redemption rates of current shareholders of GXII, NioCorp could receive up to $285M in net cash proceeds at the consummation of the transaction²

NioCorp expects to become listed on Nasdaq post-deal-close in addition to its current TSX listing

NioCorp also announces non-binding letters of intent with Yorkville Advisors Global LP for two financing packages to provide up to an additional $81M to NioCorp over the next three years

NioCorp and GXII to conduct a global marketing campaign to educate institutional and other investors about the Elk Creek Project

GXII shareholders will receive shares in NioCorp at closing based on a conversion ratio reflecting a post-merger enterprise value of NioCorp estimated at $313.5 million

All amounts are in U.S. dollars, unless indicated otherwise.

NioCorp Developments Ltd. (TSX: NB) (OTCQX: NIOBF) and GX Acquisition Corp. II (Nasdaq: GXII) announced the signing of a definitive agreement for a proposed business combination between the two companies. Under the Business Combination Agreement, NioCorp will acquire GXII, a U.S.-based special purpose acquisition company, and intends to be listed on the Nasdaq Stock Exchange soon after the acquisition closes, which is expected in the first quarter of 2023.  NioCorp shares will also continue to be traded on the Toronto Stock Exchange.  The proposed Transaction (as defined below) values the combined entity at an estimated enterprise value of $313.5 million.

Assuming no redemptions by GXII public shareholders, upon deal close the combined operating entity could have access to as much as $285 million in net cash (after paying transaction expenses) from the GXII trust account to continue advancing the Elk Creek Critical Minerals Project.  Final proceeds will depend upon redemption rates of current GXII shareholders at the consummation of the proposed Transaction.

Additionally, NioCorp announced the signing of non-binding letters of intent for two separate financing packages with Yorkville Advisors Global, LP.  Subject to entering into definitive agreements, these financings could provide the Company with access to up to an additional $81 million to help advance the Elk Creek Project.  The financings contemplated by the LOIs include $16 million in convertible debentures that are expected to be funded at the closing of the business combination, and subject to certain limitations can be repaid by NioCorp in either cash or NioCorp common shares, and a standby equity purchase facility pursuant to which NioCorp will have the ability to require Yorkville, subject to the conditions set out in the definitive agreements, to purchase up to $65 million of its common shares.

NioCorp CEO and Executive Chairman Mark A. Smith said:  “This business combination with GXII, and the two additional financing packages, have the potential to significantly accelerate our efforts to obtain the required project financing and to ultimately bring the Elk Creek Project to construction and eventual commercial operation.  Our goal is to rapidly build secure and reliable U.S. supply chains of the critical minerals that multiple industries need to help us build a more sustainable and less carbon-intensive future and for other critical domestic uses.  Once completed, these transactions have the potential to put NioCorp on the fast track to obtain the required project financing to deliver on that promise, and to do so in an environmentally smart manner.”

Dean C. Kehler, Co-Chairman and CEO of GXII said: “NioCorp’s Elk Creek project is the highest-grade niobium deposit under development in North America, and the second largest indicated rare earth resource in the U.S.¹  Critical minerals such as niobium and scandium, and magnetic rare earth elements, can accelerate the world’s transition to a lower carbon economy. We believe NioCorp is well-positioned to be a reliable, US-based supplier that will produce these products on a sustainable basis. We are pleased that GXII shareholders will have the opportunity to invest in NioCorp’s Elk Creek Project and help accelerate the transition to a greener world.”

NIOCORP’S ELK CREEK PROJECT

Subject to receipt of necessary project financing, NioCorp intends to launch construction of its Elk Creek Project, a pure-play critical minerals project with the highest-grade Niobium resource in N.A. and the second largest indicated rare earth resource in the U.S.³

Located in southeastern Nebraska, the Project is positioned to become a significant U.S. miner and producer of Niobium, Scandium, and Titanium.  Additionally, NioCorp is currently conducting technical and economic analyses of the potential addition to the planned product suite of several magnetic rare earth oxides, which are forecast to experience large supply shortages because of sharply rising demand.[4] The Project is located on all private land that NioCorp either owns or has option-to-purchase agreements in place with local landowners to acquire.  NioCorp has secured all federal, state, and local permits necessary to proceed to construction once sufficient project financing is secured. In addition, the Project will be required to obtain a series of permits for operations from federal, state, and local agencies.

The Project has also completed a June 2022 Feasibility Study, as summarized by NioCorp’s 2022 NI 43-101 Elk Creek Technical Report and the NioCorp’s S-K 1300 Elk Creek Technical Report Summary, which shows a $2.8 billion Net Present Value and a 29.2% Internal Rate of Return, both on a pre-tax basis, and an estimated $403 million in averaged annual EBITDA[5] generated.  These figures do not include impacts from the possible addition of magnetic rare earth oxide products to NioCorp’s planned product suite, as NioCorp is currently conducting technical and economic analyses with respect thereto.

The Project also enjoys very strong local support in Nebraska and is projected to create approximately 450 permanent full-time jobs, more than 1,200 contract construction jobs over its 3+ year construction period, and an estimated 2,100 indirect jobs created or supported.  It is also projected to generate $1.1 billion in employee payroll, $298 million in new tax revenue to state and local governmental units, and $148 million in royalty payments to local landowners over the life of the mine.  NioCorp has contracted with the State of Nebraska for tax benefits over the first 10 years of operations that are potentially worth in excess of $200 million.

NioCorp has succeeded in placing 75% of its planned production of ferroniobium over the first 10 years of operations under enforceable sales contracts and has also placed 10% of its planned scandium production under an enforceable sales contract.  The scandium contract is thought to be the largest such commercial sales agreement for scandium ever executed.

The Project also is strongly focused on environmental, social, and governance values and is already aligned with the Equator Principles ESG Framework.

BOARD OF DIRECTORS RECOMMENDATIONS

The Business Combination Agreement has been approved by the Board of Directors of each of NioCorp and GXII. Each of the Board of Directors of NioCorp and the Board of Directors of GXII recommends that NioCorp shareholders and GX stockholders, respectively, vote in favor of the business combination.

GenCap Mining Advisory Ltd. has provided a fairness opinion to the Board of Directors of NioCorp stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the Transaction, defined below, is fair from a financial point of view to NioCorp shareholders.

Scalar LLC has provided a fairness opinion to the Board of Directors of GXII stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by the holders of GXII’s Class A common stock is fair from a financial point of view to such shareholders.

The directors and management of both NioCorp and GXII have entered into agreements pursuant to which they have committed to vote their respective shares in favor of the business combination.

THE NIOCORP-GXII BUSINESS COMBINATION AGREEMENT

Under the terms of the Business Combination Agreement with GXII, GXII will merge with and into a wholly owned subsidiary of NioCorp, with GXII surviving the merger as a subsidiary of NioCorp. NioCorp, as the parent company of the merged entity, will issue common shares to the public shareholders of GXII, with the sponsor shareholders receiving shares in GXII that are exchangeable into common shares of NioCorp. The Business Combination Agreement contemplates that NioCorp will undertake a reverse stock split at the time of close so as to effectuate an expected up-listing to the Nasdaq Stock Market. The transactions contemplated by the Business Combination Agreement and the ancillary agreements thereto are referred to, collectively, as the “Transaction.”

The Business Combination Agreement contains covenants in respect of non-solicitation of alternative acquisition proposals, a right to match any superior proposals for GXII and a termination fee payable to GXII in certain circumstances.

The proposed business combination is expected to close in the first quarter of 2023, subject to effectiveness of the registration statement on Form S-4 that NioCorp expects to file, the satisfaction of customary closing conditions, including certain governmental approvals, the approval of the TSX, and the approval of certain elements of the proposed Transaction by a majority of shareholders of GXII and a majority of NioCorp shareholders voting to approve such elements. The proposed additional financings will also be subject to the approval of the TSX.

Post-closing, the NioCorp Board will include two directors from GXII.

Additional information may be found in the Current Reports on Form 8-K being filed by NioCorp and GXII with the U.S. Securities and Exchange Commission and the applicable Canadian securities regulatory authorities in connection with the announcement of the proposed Transaction.

NioCorp intends to use the proceeds from the proposed Transaction and the contemplated financings to advance its efforts to launch construction of the Elk Creek Project and move it to commercial operation.

ADVISORS

SWI Partners Limited is serving as an advisor to NioCorp. Jones Day is serving as legal counsel to NioCorp in the U.S. and Blake, Cassels and Graydon LLP is serving as legal counsel to NioCorp in Canada. NioCorp has engaged GenCap Mining Advisory Ltd. as its financial advisor.

Cantor Fitzgerald & Co. is serving as lead capital markets advisor and BTIG, LLC is serving as a capital markets advisor to GX Acquisition Corp. II (“GXII”).  Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to GXII in the U.S. and Stikeman Elliott LLP is serving as legal counsel to GXII in Canada.   DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co.

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 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.

About GXII

GXII is a blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. GXII is led by Jay R. Bloom, Dean C. Kehler and Michael G. Maselli of Trimaran Capital Partners.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed Transaction, NioCorp intends to file a registration statement on Form S-4 (the “registration statement“) with the SEC, which will include 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.

Mineral Reserves and Resources

Unless otherwise indicated, information concerning NioCorp’s mining property included in this press release has been prepared in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects” and the Canadian Institute of Mining and Metallurgy (“CIM“) “Definition Standards – For Mineral Resources and Mineral Reserves, May 10, 2014”. Beginning with NioCorp’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, NioCorp’s mining property disclosures included or incorporated by reference in its SEC filings are required to be prepared in accordance with the requirements of subpart 1300 of Regulation S-K. Previously, NioCorp prepared its estimates of mineral resources and mineral reserves following only NI 43-101 and the CIM Definition Standards. On June 28, 2022, NioCorp issued a CIM-compliant NI 43-101 technical report for the Elk Creek Project, which is available through the website maintained by the Canadian Securities Administrators at www.sedar.com. On September 6, 2022, the Company filed a technical report summary for the Elk Creek Project that conforms to S-K 1300 reporting standards as Exhibit 96.1 to the NioCorp Form 10-K, which is available through the website maintained by the SEC at www.sec.gov. The 2022 NI 43-101 Elk Creek Technical Report and S-K 1300 Elk Creek Technical Report Summary are based on a feasibility study prepared by qualified persons (within the meaning of both NI 43-101 and S-K 1300, as applicable) and are substantively identical to one another except for internal references to the regulations under which the report is made, and certain organizational differences. The requirements and standards under Canadian securities laws, however, differ from those under S-K 1300. The terms “mineral resource,” “indicated mineral resource” and “mineral reserve” included herein are used as defined in accordance with NI 43-101 under the CIM Definition Standards. While the terms are substantially similar to the same terms defined under S-K 1300, there are differences in the definitions. Accordingly, there is no assurance any mineral resource or mineral reserve estimates that the Company may report under NI 43-101 will be the same as the mineral resource or mineral reserve estimates that the Company may report under S-K 1300.

NioCorp discloses estimates of both its mineral resources and mineral reserves. You are cautioned that mineral resources are subject to further exploration and development and are subject to additional risks and no assurance can be given that they will eventually convert to future reserves. Under both regimes, inferred resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part or all of the inferred resource exists or is economically or legally mineable. See Item 1A, Risk Factors in the NioCorp Form 10-K. Reference should be made to the full text of the 2022 NI 43-101 Elk Creek Technical Report and the S-K 1300 Elk Creek Technical Report Summary for further information regarding the assumptions, qualifications and procedures relating to the estimates of mineral reserves and mineral resources as defined under NI 43-101 and S-K 1300, respectively.

Qualified Persons

All technical and scientific information included in this press release derived from the June 2022 Feasibility Study respecting NioCorp’s mineral resources has been reviewed and approved by Matthew Batty, P.Geo., Owner, Understood Mineral Resources Ltd., and all such information respecting NioCorp’s mineral reserves has been reviewed and approved by Richard Jundis, P. Eng., Director of Mining, Optimize Group.  Each of Mr. Batty and Mr. Jundis and their respective firms are independent consultants who provide consulting services to NioCorp.  All other technical and scientific information included in this press release has been reviewed and approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer.  Each of Messrs. Batty, Jundis, and Honan is a “Qualified Person” as such term is defined in NI 43-101.

To see a presentation on NioCorp’s Elk Creek Project, and on the proposed NioCorp-GXII business combination, go here: https://www.niocorp.com/wp-content/uploads/NioCorp_Investor_Presentation_9-26-2022.pdf