Based on detail Niocorp posted of the voting results on Sedar,(copied and pasted below) the no votes were "no" votes, not from non-voting. The voting was 40.68% participation. If you don't vote you aren't part of the tally (aren't counted in any way).
Special Meeting of Shareholders of
NioCorp Developments Ltd. (the “Company”)
March 10, 2023
REPORT OF VOTING RESULTS
Pursuant to Section 11.3 of National Instrument 51-102
This report sets out the matters voted upon and the results of the votes conducted at the special meeting
(the “Meeting”) of holders of common shares (the “Common Shares”) of the Company held on March 10,
2023.
The total number of Shares voting in person or represented by proxy at the Meeting was 114,892,191
Shares, representing approximately 40.68% of the Company’s issued and outstanding Shares, as of the
record date of February 1, 2023.
Business of the Meeting
At the Meeting, the holders of the Shares (the “Shareholders”) voted and passed ordinary resolutions
approving the following proposals, the full text of which is set forth between pages 117 and 132 of the
prospectus and proxy circular of the Company and proxy statement of GX Acquisition Corp. II, dated
February 8, 2023, and first mailed to Shareholders on or about February 10, 2023 (the “Joint Proxy
Statement/Prospectus”):
1. Proposal No. 1 – The “Share Issuance Proposal” – to approve the issuance of Common Shares,
and including the possible creation of GX Sponsor II LLC as a control person, in connection with
the transactions contemplated by the Business Combination Agreement, dated September 25,
2022, by and among the Company, GX Acquisition Corp. II, a Delaware corporation, and Big Red
Merger Sub Ltd, a Delaware corporation and a direct, wholly owned subsidiary of the Company.
2. Proposal No. 2 – The “Yorkville Equity Facility Financing Proposal” – to approve the issuance
of all of the Common Shares that may be issuable upon a sale at the Purchase Price (as defined
in the Joint Proxy Statement/Prospectus) and all of the Commitment Shares (as defined in the Joint
Proxy Statement/Prospectus) to be issued, in each case, in connection with the transactions
contemplated by the Standby Equity Purchase Agreement, dated January 26, 2023, by and
between the Company and YA II PN, Ltd., an investment fund managed by Yorkville Advisors
Global, LP (together with YA II PN, Ltd. “Yorkville”);
3. Proposal No. 3 – The “Yorkville Convertible Debt Financing Proposal” – to approve the
issuance of all of the convertible debentures of the Company that may be issuable, all of the
warrants of the Company that may be issuable, and all of the Common Shares that may be issuable
upon conversion of the principal amount of, and any and all accrued interest on, the convertible
debentures at the Conversion Price (as defined in the Joint Proxy Statement/Prospectus) and upon
exercise of the warrants, in each case, in connection with the transactions contemplated by the
Securities Purchase Agreement, dated January 26, 2023, by and between the Company and
Yorkville; and
4. Proposal No. 4 – The “Quorum Amendment Proposal” – to approve, with or without
amendment, an amendment to the Company’s Articles to require the presence, in person or by
proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled
to be voted in order to constitute a quorum at any meeting of the Company’s Shareholders.
Full details of the resolutions are set out in the Joint Proxy Statement/Prospectus, available through the
website maintained by the U.S. Securities and Exchange Commission at www.sec.gov and under the
Company’s SEDAR profile at www.sedar.com.
The following is a summary of the votes cast by Shareholders on Proposal No. 1:
Total Votes Voted (%)
Votes For 110,565,875 96.23
Votes Against 2,728,919 2.38
Votes Abstained 1,597,397 1.39
The following is a summary of the votes cast by Shareholders on Proposal No. 2:
Total Votes Voted (%)
Votes For 110,346,350 96.04
Votes Against 2,559,143 2.23
Votes Abstained 1,986,698 1.73
The following is a summary of the votes cast by Shareholders on Proposal No. 3:
Total Votes Voted (%)
Votes For 110,465,612 96.15
Votes Against 2,573,620 2.24
Votes Abstained 1,852,959 1.61
The following is a summary of the votes cast by Shareholders on Proposal No. 4:
Total Votes Voted (%)
Votes For 110,267,696 95.97
Votes Against 2,784,406 2.42
Votes Abstained 1,840,089 1.60
DATED this 10th day of March, 2023.
NIOCORP DEVELOPMENTS LTD.
Per:
/s/ Neal S. Shah
Neal Shah
Chief Financial Officer
