NioCorp Announces Effective Date of Share Consolidation
CENTENNIAL, Colo – March 14, 2023 – NioCorp Developments Ltd. ("NioCorp" or the "Company") (TSX: NB; OTCQX: NIOBF) today announced that its board of directors has resolved to effect a share consolidation (reverse stock split) (the “Consolidation”) of its issued and outstanding common shares (the “Common Shares”) on the basis of one (1) post-Consolidation Common Share for every ten (10) pre-Consolidation Common Shares, contingent on the completion of the relevant portions of the previously announced business combination between NioCorp and GX Acquisition Corp. II ("GXII") pursuant to the Business Combination Agreement, dated September 25, 2022 (the "Business Combination Agreement"), among NioCorp, GXII and Big Red Merger Sub Ltd. (the transactions contemplated by the Business Combination Agreement, collectively, the "Transaction"), which is expected to occur on March 17, 2023, and subject to any applicable requirements of the Toronto Stock Exchange (the “TSX”) and the Nasdaq Stock Exchange LLC (the “Nasdaq”). Had the Consolidation occurred as of March 14, 2023, the Consolidation would have reduced the number of Common Shares issued and outstanding from approximately 282,466,201 Common Shares to approximately 28,246,620 Common Shares. The Common Shares are expected to commence trading on the TSX and on the Nasdaq on a post-Consolidation basis on or about the opening of trading on March 21, 2023.
The Company's transfer agent, Computershare Investor Services Inc., is anticipated to send a letter of transmittal on March 17, 2023, to the registered holders of Common Shares. The letter of transmittal will contain instructions on how to surrender Common Share certificate(s) representing pre-Consolidation Common Shares to the transfer agent. Shareholders may also obtain a copy of the letter of transmittal by accessing the Company’s SEDAR profile at www.sedar.com or the Company’s EDGAR profile at www.sec.gov. Until surrendered, each certificate representing pre-Consolidation Common Shares will be deemed for all purposes to represent the number of Common Shares to which the holder thereof is entitled as a result of the Consolidation.
No fractional Common Shares will be issued pursuant to the Consolidation and any fractional shares that would otherwise be issued will be rounded down to the nearest whole number. Shareholders who hold their Common Shares through a securities broker or other intermediary and do not have common shares registered in their name will not be required to take any measures with respect to the Consolidation. Shareholders who hold their Common Shares through a securities broker or other intermediary should be aware that the securities broker or intermediary may have different procedures for processing the Consolidation than those that will be put in place by the Company for registered Shareholders and if they have questions in this regard, they are encouraged to contact their securities broker or intermediary.
The Company's current CUSIP for the Common Shares is 654484104 and the new CUSIP number for the post-Consolidation Common Shares is 654484609, the current ISIN for the Common Shares is CA6544841043 and the new ISIN number for the post-Consolidation Common Shares is CA6544846091.
For additional information regarding the Consolidation, please refer to the Company’s and GXII’s joint proxy statement/prospectus dated February 6, 2023, which is available on SEDAR at www.sedar.com or EDGAR at www.sec.gov.
