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The 68% is based on gxii exchanging their 53,166,667 shares for 594,558,648 niobf shares. Now if some gxii shareholders redeem for cash instead then the percent could change but Niocorp would also receive less cash than the expected $285 million.
https://www.ft.com/content/adb3d472-afc0-4c62-83d1-7f1b4b718f89
I found this in the merger agreement.
I like your candid post. I feel like we have been strung along for too long and Mark just caved in. Now we are waiting 5 months for a merger, and then how many more months for financing?? Meanwhile Lind and soon Yorkville waiting to smack down the price. Then 3 plus years for construction. The 32/68 split makes that a long wait.
Let's not forget the GXII warrants as part of Mark's sell out.
Remember Mark said this merger is fair to both sides.
But 32% for Niocorp and 68% for GXII is not fair to me.
GXIIW public/private warrants outstanding are 15,666,667
GXIIW is trading at 10 cents with a exercise price $11.50
They will convert to Niobf warrants exercise at $1.02
15,666,667 warrants times Marks's giveaway ratio of 11.1829212
means they will exchange into 175,199,103 Niobf shares
The GXII warrants cost (Jay Bloom & company) $8,500,000
(10,000,000 warrants are free to class A shareholders, and Jay Bloom purchased the other 5,666,667 warrants for $8.5 million)
So the 15,666,667 warrants cost GXII .048 apiece.
More sell out by Mark,
GXII class B shares
(Owned by Jay Bloom etc)
7,500,000 X 11.1829212
Converts to
83,871,909 Niobf shares
Cost is $25,000
Per share cost is 0.0003
Someone has stolen the equity in Niocorp... 68% stolen.
GXII class A shares
30,000,000 X 11.1829212
Converts to Niobf shares as
335,487,636
Cost at $10 each comes to
$300,000,000
Cost per share: 0.8942
Gxii has a total of 53,166,667 class A, class B, and warrants.
Mark decided to give them 11.1829212 Niobf for each one
Mark's giveaway comes to
594,558,648 Niobf shares.
Why would Mark screw existing shareholders and give away 594,558,648 shares.
Consideration
Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each GXII Class A Share that is held by a GXII Public Shareholder shall be converted into a First Merger Class A Share. In connection with the Exchange, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares. As a result, each GXII Public Shareholder (excluding those who elect to exercise their redemption rights in connection with the Transaction) will ultimately be issued NioCorp Common Shares.
Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each Class B share in GXII (other than certain shares that may be forfeited in accordance with the GXII Support Agreement (as defined below)) will be converted into one share of Class B common stock in GXII (such shares, the “First Merger Class B Shares”), as the surviving company in the First Merger. Upon consummation of the Second Merger, each of the First Merger Class B Shares will be converted into 11.1829212 Class B common shares of GXII (each, a “Second Merger Class B Share”), as the surviving company in the Second Merger. Each Second Merger Class B Share will be exchangeable into NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement (further described below).
Pursuant to the Business Combination Agreement, in connection with the First Merger and the assumption by NioCorp of the GX Warrant Agreement, each GX Warrant that is issued and outstanding immediately prior to the Exchange Time shall be converted into one NioCorp Warrant pursuant to the GX Warrant Agreement. Each NioCorp Warrant shall be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Warrant shall be equal to the number of shares of GXII common stock subject to the applicable GX Warrant multiplied by 11.1829212, with the applicable exercise price adjusted accordingly.
Mark gave away 68% of Niocorp for $285 million. Folks that comes out to .48 cents per share.
Day 3 of the pump and dump. Lower volume and price going down. Mark left shareholders up a creek without a paddle.
This is day 2 of Mark's pump and dump so it should go up today.
They had 15,667,000 warrants with exercise price of $11.50
These exchange as 175,202,826 with exercise price of 1.02
They had 15,667,000 warrants with exercise price of $11.50
These exchange as 175,202,826 with exercise price of 1.02
So just to wrap up about the elephant in the room, gxii is making out like a bandit.
We get $285,000,00 net cash and they will end up with 594,562,371 shares which comes to .48 apiece.
It is correct. The warrant exercise price adjusts from $11.5 to $1.02
removed the link.
Per the merger agreement GXII shares and warrants will exchange 1 GXII for 11.1829212 Niocorp shares.
If all GXII shares and warrants are exchanged the new Niocorp OS:
419,359,545 (37,500,000 GXII shares exchanged)
175,202,826 (15,667,000 GXII warrants exchanged )
278,127,688 (pre merger Niocorp OS)
872,690,059 new OS
It doesn't use the word fixed. Here it is from 8k
"In connection with the Exchange, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares. As a result, each GXII Public Shareholder (excluding those who elect to exercise their redemption rights in connection with the Transaction) will ultimately be issued NioCorp Common Shares."
If you include all the gxii warrants in the totals the final count is 68% for gxii 32% for us.
Your numbers are the same as mine. The 278 million is current niocorp OS added in to give the grand total.
Yes. They have 30 million class A shares gives 10 million warrants and also add the founders warrants of 5.6 million.
Reading the 8k the gxii shares can be exchanged for fixed 11.1829212 NioCorp Common Shares. That gives gxii a conversion price of .894 for each niobf share.
If all 37.5 million gxii are exchanged it comes to 419,359,545 niobf shares.
419,359,545 gxii exchanged shares (60% of new total)
278,127,688 current niobf shares (40% of new total)
697,487,233 total
There are also 15,667,000 gxii warrants that will remain as niobf warrants.
These will exchange into 175,202,826 niobf shares when exercised.
So:
697,487,233 new OS
175,202,826 warrant shares
872,690,059 grand total (excluding yorkville)
Why do we have to wait till October 17 to find out if the merger is good or bad for shareholders? If there is an advantage for us let's hear it now. We are always getting cryptic or incomplete information. Speak plainly Mark. Give us some answers. If the deal isn't as good as anticipated show some honesty and accountability. We can handle it.
gxii share breakdown;
37.5 million outstanding shares
30 million ipo shares at $10
7.5 million sponsor/founder shares
The sponsors are the ones who created the spac, they are Jay Bloom and Dean Kehler both managing partners of Trimaran. https://gx-acq.com/team/
They purchased their 7.5 million sponsor shares for only $25,000
Annual Shareholders Meeting set for December 15, 2022
www.computershare.com
To: All Canadian Securities Regulatory Authorities
Subject: NIOCORP DEVELOPMENTS LTD.
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
Meeting Type : Annual General Meeting
Record Date for Notice of Meeting : October 20, 2022
Record Date for Voting (if applicable) : October 20, 2022
Beneficial Ownership Determination Date : October 20, 2022
Meeting Date : December 15, 2022
Meeting Location (if available) : Centennial, CO
Issuer sending proxy related materials directly to NOBO: No
Issuer paying for delivery to OBO: No
Notice and Access (NAA) Requirements:
NAA for Beneficial Holders Yes
Beneficial Holders Stratification Criteria: Not Applicable
NAA for Registered Holders Yes
Registered Holders Stratification Criteria: Not Applicable
Voting Security Details:
Description CUSIP Number ISIN
COMMON SHARES 654484104 CA6544841043
COMM US 1933 LEGEND 654484500 US6544845000
Sincerely,
Computershare
Agent for NIOCORP DEVELOPMENTS LTD.
The deal is a bit negative to me. I thought the equity side of financing would come later when the stock price was on an upward trajectory. It is what it is. Still the potential ree numbers from the demo should be a big boost to the project.
I think when they agreed to merge it was not based on some floating price. Who would do that?
I agree. It is confusing. My view is we gave gxii 57% for their $285 million. Why can't they speak plainly like us.
Would a bank provide financing based on a company who is in the middle of a merger with many uncertain variables. I think not.
Yorkville is here because they can dump on shareholders as long as they want. Anyone can cut a deal with toxic lenders. Mark needs to release the terms with Yorkville. I don't think investors were waiting years for that.
I am not convinced yet that gxii shareholders will vote to approve. They have a choice to receive their money back or take on a risky mine endeavor, basically a penny stock. What we see as a future cash cow they might see as a company struggling to get financing in a bear market.
Enterprise value they calculated is expected post merger. EV = market cap minus net cash. So as of Friday Niobf market cap of $225 mm plus gxii market cap of $375 mm for a total of $600mm less $285 mm cash gives EV of $315mm
Gxii only has 6 months left to merge. The sponsors get paid if they merge, so the clock is ticking. Spacs are in bad shape.
https://www.cnbc.com/2022/08/03/spac-market-hits-a-wall-as-issuance-dries-up-and-valuation-bubble-bursts.html
I believe Yorkville death spiral financing is not for construction, rather will be used to cover those spac shareholders who redeem their shares and don't want to participate in the merger.
I don't agree. I think the breakdown is fixed based on the values at the close on last Friday.
On page 36 of the presentation seems straightforward:
Post-Close Pro Forma Ownership
Existing shareholders: 43%
SPAC public equity holders: 50%
Sponsors: 7%
The fine print below it adds:
Pro-forma ownership does not include (i) 1,575,000 founder shares subject to vesting at $13.42 per share (based on GXII pre-transaction shares, prior to exchange and adjustment in connection with the business combination) and
1,575,000 founder shares subject to vesting at $16.77 per share (based on GXII pre-transaction shares, prior to exchange and adjustment in connection with
the business combination)
15.667 million GXII public/private warrants with a pre-exchange
exercise price of $11.50 / share
It is on niocorp's website and was part of yesterday's release.
https://secureservercdn.net/198.71.233.156/gx0.d43.myftpupload.com/wp-content/uploads/NioCorp_Investor_Presentation_9-26-2022.pdf
We did lose 57%
Page 36 shows an example of 60 million shares after merger. Our share is 43% of that, equals 25.8 million, which is about 1/10 of where we are at.
That is how I feel. The spac shareholders have controlling interest.
That is what I see, 43/57 split. So Niocorp did equity financing for about 342 million shares at .83 to get that $285 million cash. Why sell out to a spac before the demo test results and all the good news in the pipeline. I am not happy with this deal.
342 million spac
258 million niocorp
600 million total shares
reverse 10 for 1 to get to the 60 million shares on page 36
This is not the financing anyone expected. Yorkville Advisors Global is death spiral financing. Spacs are desperate too. How many shares do you think they will get with all their cash on hand. Mark seems desperate. Just one person's opinion.
That is the purpose of the brkk scam. "to surge on good news"
sell to bagholders at the top on fake misleading never true bs from the canadian crime family.