Niocorp Developments Ltd (NB)

[Element-41]

NEWS : Proposed NioCorp-GX Business Combination Takes Another Step Forward with the Filing of an S-4 Registration Statement with the SEC

CENTENNIAL, Colo. (November 8, 2022) — NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX:NB) (OTCQX:NIOBF) today announced that it has filed a Form S-4 Registration Statement ("S-4") with the U.S. Securities and Exchange Commission ("SEC") regarding the Company's proposed Business Combination Agreement with GX Acquisition Corp. II (“GXII”). The filing of an S-4 is a key milestone in the process and helps NioCorp and GXII continue to advance the proposed deal to closing.

The proposed Transaction values the combined entity at an estimated enterprise value of $313.5 million.

As proposed in the Business Combination Agreement, originally announced on September 26, 2022 (see this news release), NioCorp will acquire GXII, a U.S.-based special purpose acquisition company, and expects to be listed on the Nasdaq Stock Exchange soon after the acquisition closes. NioCorp shares will also continue to be traded on the Toronto Stock Exchange (“TSX”). The transactions contemplated by the Business Combination Agreement and the ancillary agreements thereto are referred to, collectively, as the “Transaction.”

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.

The deal is expected to close in the first quarter of 2023, subject to effectiveness of the registration statement on Form S-4 that NioCorp filed today, 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 S-4 includes detailed information on the proposed Transaction, including the following:
• The specific proposals that will be put before NioCorp shareholders for a vote at a Special Meeting of Shareholders that is expected to be scheduled following the SEC's determination of effectiveness of the S-4.

• The specific proposals that will be put before GX shareholders following the SEC's determination of effectiveness of the S-4.Questions and answers about the Transactions.

• Questions and answers about the NioCorp Special Meeting of Shareholders.
• NioCorp's Reasons for the Transactions and the NioCorp's Board's Recommendations

• A third-party opinion, conducted by GenCap Mining Advisory Ltd., as to the fairness, from a financial point of view, of the Transaction, including the Exchange Ratio, to NioCorp shareholders.

• A third-party opinion, conducted by Scalar, as to the fairness, from a financial point of view, of the Transaction, to GX shareholders.
Each of the portions of the S-4 listed above can be seen on NioCorp's website at https://www.niocorp.com/S-4_filing_excerpts/

Investors are urged to read and review the full Form S-4, which can be seen here: https://www.nasdaq.com/market-activity/stocks/niobf/sec-filings

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