Niocorp Developments Ltd (NB)

[Middleborder]

Putz.... Warrants.... you mentioned people having to redeem shares of NioCorp to pay for the warrants to convert into shares. Here is a section from

https://www.sec.gov/Archives/edgar/data/1512228/000153949722001757/n2574-x57_s4.htm#b_005

page 193. I think the goal IF they call the warrants is to do so on a cashless basis which would avoid sales and dilutions, just retain newly issued warrant shares sufficent to pay for cost to exercise the warrants. (The retained shares would become Treasury shares of the company.) I think you are already aware of cashless exercise since they do the same thing with option shares for managment.
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"The NioCorp Assumed Warrants, and the underlying NioCorp Common Shares issuable upon the exercise thereof, are being registered under the Securities Act pursuant to the registration statement of which this joint proxy statement/prospectus forms a part.

The Combined Company will have the right to call the NioCorp Assumed Warrants for redemption:
? in whole and not in part;
? at a price of $0.01 per warrant;
? upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;
? if, and only if, the reported last sale price of the NioCorp Common Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Combined Company sends the notice of redemption to the warrant holders; and

? if there is an effective registration statement covering the NioCorp Common Shares issuable upon exercise of the NioCorp Assumed Warrants, and a current prospectus relating thereto, available throughout the 30-day redemption period.

The Combined Company may not exercise its redemption right if the issuance of NioCorp Common Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Combined Company is unable to effect such registration or qualification.

If the Combined Company calls the warrants for redemption as described above, the Combined Company will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” the Combined Company will consider, among other factors, its cash position, the number of warrants that are outstanding and the dilutive effect on the Combined Company’s shareholders of issuing the maximum number of NioCorp Common Shares issuable upon the exercise of the warrants. If the Combined Company takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of NioCorp Common Shares equal to the quotient obtained by dividing (x) the product of the number of NioCorp Common Shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the NioCorp Common Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Combined Company takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of NioCorp Common Shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. If the Combined Company calls the warrants for redemption and does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their GX Founder Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.

A holder of a warrant may notify the Combined Company in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such holder (together with such holder’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the NioCorp Common Shares outstanding immediately after giving effect to such exercise.

The NioCorp Assumed Warrants will have certain anti-dilution and adjustments rights upon certain events.

The NioCorp Assumed Warrants are issued in registered form under the GX Warrant Agreement. You should review a copy of the GX Warrant Agreement for a complete description of the terms and conditions applicable to the warrants. The GX Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake or to correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants."