CENTENNIAL, Colo., Nov. 8, 2022
/PRNewswire/ -- 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
For More Information:
Jim Sims, Corporate
Communications Officer, NioCorp Developments Ltd., 720-639-4650,
jim.sims@niocorp.com
@NioCorp $NB.TO $NIOBF $BR3 #Niobium #Scandium #rareearth
#neodymium #dysprosium #terbium #ElkCreek #EV #electricvehicle
About NioCorp
NioCorp is developing a critical minerals project in
Southeast Nebraska that will
produce niobium, scandium, and titanium. The Company also is
evaluating the potential to produce several rare earths from the
Project. Niobium is used to produce specialty alloys as well
as High Strength, Low Alloy ("HSLA") steel, which is a lighter,
stronger steel used in automotive, structural, and pipeline
applications. Scandium is a specialty metal that can be combined
with Aluminum to make alloys with increased strength and improved
corrosion resistance. Scandium is also a critical component of
advanced solid oxide fuel cells. Titanium is used in various
lightweight alloys and is a key component of pigments used in
paper, paint and plastics and is also used for aerospace
applications, armor, and medical implants. Magnetic rare
earths, such as neodymium, praseodymium, terbium, and dysprosium
are critical to the making of Neodymium-Iron-Boron ("NdFeB")
magnets, which are used across a wide variety of defense and
civilian applications.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the proposed Transaction, NioCorp intends to
file a registration statement on Form S-4 (the "registration
statement") with the SEC, which will include a document that serves
as a prospectus and proxy circular of NioCorp and a proxy statement
of GXII, referred to as a "joint proxy statement/prospectus." The
definitive joint proxy statement/prospectus will be filed with the
SEC as part of the registration statement and, in the case of
NioCorp, with the applicable Canadian securities regulatory
authorities, and will be sent to all NioCorp shareholders and GXII
stockholders as of the applicable record date to be established.
Each of NioCorp and GXII may also file other relevant documents
regarding the proposed Transaction with the SEC and, in the case of
NioCorp, with the applicable Canadian securities regulatory
authorities. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF NIOCORP AND GXII ARE URGED TO
READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC AND, IN THE CASE OF NIOCORP, WITH THE
APPLICABLE CANADIAN SECURITIES REGULATORY AUTHORITIES IN CONNECTION
WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
Investors and security holders will be able to obtain free
copies of the registration statement and the joint proxy
statement/prospectus (if and when available) and all other relevant
documents that are filed or that will be filed with the SEC by
NioCorp or GXII through the website maintained by the SEC at
www.sec.gov. Investors and security holders will be able to obtain
free copies of the joint proxy statement/prospectus (if and when
available) and all other relevant documents that are filed or that
will be filed with the applicable Canadian securities regulatory
authorities by NioCorp through the website maintained by the
Canadian Securities Administrators at www.sedar.com. The documents
filed by NioCorp and GXII with the SEC and, in the case of NioCorp,
with the applicable Canadian securities regulatory authorities also
may be obtained by contacting NioCorp at 7000 South Yosemite, Suite
115, Centennial CO 80112, or by
calling (720) 639-4650; or GXII at 1325 Avenue of the Americas,
28th Floor, New York, NY 10019, or
by calling (212) 616-3700.
Participants in the Solicitation
NioCorp, GXII and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitation of proxies from NioCorp's shareholders and GXII's
stockholders in connection with the proposed Transaction.
Information regarding the executive officers and directors of
NioCorp is included in its management information and proxy
circular for its 2021 annual general meeting of shareholders filed
with the SEC and the applicable Canadian securities regulatory
authorities on October 22, 2021.
Information regarding the executive officers and directors of GXII
is included in its Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC
on March 25, 2022. Additional
information regarding the persons who may be deemed to be
participants in the solicitation, including information regarding
their interests in the proposed Transaction, will be contained in
the registration statement and the joint proxy statement/prospectus
(if and when available). NioCorp's shareholders and GXII's
stockholders and other interested parties may obtain free copies of
these documents free of charge by directing a written request to
NioCorp or GXII.
No Offer or Solicitation
This press release and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed Transaction or (b) an offer to sell or the solicitation of
an offer to buy any security, commodity or instrument or related
derivative, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction or (ii) an offer or
commitment to lend, syndicate or arrange a financing, underwrite or
purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in
the United States or to or for the
account or benefit of U.S. persons (as defined in Regulation S
under the U.S. Securities Act) shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (the "Securities Act"), or an exemption
therefrom. Investors should consult with their counsel as to the
applicable requirements for a purchaser to avail itself of any
exemption under the Securities Act. In Canada, no offering of securities shall be
made except by means of a prospectus in accordance with the
requirements of applicable Canadian securities laws or an exemption
therefrom. This press release is not, and under no circumstances is
it to be construed as, a prospectus, offering memorandum, an
advertisement or a public offering in any province or territory of
Canada. In Canada, no prospectus has been filed with any
securities commission or similar regulatory authority in respect of
any of the securities referred to herein.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and forward-looking information within the
meaning of applicable Canadian securities laws. Forward-looking
statements may include, but are not limited to, statements about
the parties' ability to close the proposed Transaction, including
NioCorp and GXII being able to receive all required regulatory,
third-party and shareholder approvals for the proposed Transaction;
the anticipated benefits of the proposed Transaction, including the
potential amount of cash that may be available to the combined
company upon consummation of the proposed Transaction and the use
of the net proceeds following the redemptions by GXII public
shareholders; NioCorp's expectation that its common shares will be
accepted for listing on the Nasdaq Stock Market following the
closing of the proposed Transaction; the execution of definitive
agreements relating to the convertible debenture transaction and
the stand by equity purchase facility contemplated by the term
sheets with Yorkville Advisors Global, LP ("Yorkville"); the financial and business
performance of NioCorp; NioCorp's anticipated results and
developments in the operations of NioCorp in future periods;
NioCorp's planned exploration activities; the adequacy of NioCorp's
financial resources; NioCorp's ability to secure sufficient project
financing to complete construction and commence operation of the
Elk Creek Project; NioCorp's expectation and ability to produce
niobium, scandium, and titanium at the Elk Creek Project; the
outcome of current recovery process improvement testing, and
NioCorp's expectation that such process improvements could lead to
greater efficiencies and cost savings in the Elk Creek Project; the
Elk Creek Project's ability to produce multiple critical metals;
the Elk Creek Project's projected ore production and mining
operations over its expected mine life; the completion of the
demonstration plant and technical and economic analyses on the
potential addition of magnetic rare earth oxides to NioCorp's
planned product suite; the exercise of options to purchase
additional land parcels; the execution of contracts with
engineering, procurement and construction companies; NioCorp's
ongoing evaluation of the impact of inflation, supply chain issues
and geopolitical unrest on the Elk Creek Project's economic model;
the impact of health epidemics, including the COVID-19 pandemic, on
NioCorp's business and the actions NioCorp may take in response
thereto; and the creation of full time and contract construction
jobs over the construction period of the Elk Creek Project. In
addition, any statements that refer to projections (including
Averaged EBITDA, Averaged EBITDA Margin, and After-Tax Cumulative
Net Free Cash Flow), forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements are
typically identified by words such as "plan," "believe," "expect,"
"anticipate," "intend," "outlook," "estimate," "forecast,"
"project," "continue," "could," "may," "might," "possible,"
"potential," "predict," "should," "would" and other similar words
and expressions, but the absence of these words does not mean that
a statement is not forward-looking.
The forward-looking statements are based on the current
expectations of the management of NioCorp and GXII, as applicable,
and are inherently subject to uncertainties and changes in
circumstances and their potential effects and speak only as of the
date of such statement. There can be no assurance that future
developments will be those that have been anticipated.
Forward-looking statements reflect material expectations and
assumptions, including, without limitation, expectations, and
assumptions relating to: the future price of metals; the stability
of the financial and capital markets; NioCorp and GXII being able
to receive all required regulatory, third-party, and shareholder
approvals for the proposed Transaction; the amount of redemptions
by GXII public shareholders; the execution of definitive agreements
relating to the convertible debenture transaction and the stand by
equity purchase facility contemplated by the term sheets with
Yorkville; and other current
estimates and assumptions regarding the proposed Transaction and
its benefits. Such expectations and assumptions are inherently
subject to uncertainties and contingencies regarding future events
and, as such, are subject to change. Forward-looking statements
involve a number of risks, uncertainties or other factors that may
cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to,
those discussed and identified in public filings made by NioCorp
and GXII with the SEC and, in the case of NioCorp, with the
applicable Canadian securities regulatory authorities and the
following: the amount of any redemptions by existing holders of
GXII Class A Shares being greater than expected, which may reduce
the cash in trust available to NioCorp upon the consummation of the
business combination; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Business Combination Agreement and/or payment of the termination
fees; the outcome of any legal proceedings that may be instituted
against NioCorp or GXII following announcement of the Business
Combination Agreement and the transactions contemplated therein;
the inability to complete the proposed transactions due to, among
other things, the failure to obtain NioCorp shareholder approval or
GXII shareholder approval or the execution of definitive agreements
relating to the convertible debenture transaction and the stand by
equity purchase facility contemplated by the term sheets with
Yorkville; the risk that the
announcement and consummation of the proposed transactions disrupts
NioCorp's current plans; the ability to recognize the anticipated
benefits of the proposed transactions; unexpected costs related to
the proposed transactions; the risks that the consummation of the
proposed transactions is substantially delayed or does not occur,
including prior to the date on which GXII is required to liquidate
under the terms of its charter documents; NioCorp's ability to
operate as a going concern; NioCorp's requirement of significant
additional capital; NioCorp's limited operating history; NioCorp's
history of losses; cost increases for NioCorp's exploration and, if
warranted, development projects; a disruption in, or failure of,
NioCorp's information technology systems, including those related
to cybersecurity; equipment and supply shortages; current and
future offtake agreements, joint ventures, and partnerships;
NioCorp's ability to attract qualified management; the effects of
the COVID-19 pandemic or other global health crises on NioCorp's
business plans, financial condition and liquidity; estimates of
mineral resources and reserves; mineral exploration and production
activities; feasibility study results; changes in demand for and
price of commodities (such as fuel and electricity) and currencies;
changes or disruptions in the securities markets; legislative,
political or economic developments; the need to obtain permits and
comply with laws and regulations and other regulatory requirements;
the possibility that actual results of work may differ from
projections/expectations or may not realize the perceived potential
of NioCorp's projects; risks of accidents, equipment breakdowns,
and labor disputes or other unanticipated difficulties or
interruptions; the possibility of cost overruns or unanticipated
expenses in development programs; operating or technical
difficulties in connection with exploration, mining, or development
activities; the speculative nature of mineral exploration and
development, including the risks of diminishing quantities of
grades of reserves and resources; claims on the title to NioCorp's
properties; potential future litigation; and NioCorp's lack of
insurance covering all of NioCorp's operations.
Should one or more of these risks or uncertainties materialize
or should any of the assumptions made by the management of NioCorp
and GXII prove incorrect, actual results may vary in material
respects from those projected in these forward-looking
statements.
All subsequent written and oral forward-looking statements
concerning the proposed Transaction or other matters addressed
herein and attributable to NioCorp, GXII or any person acting on
their behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to herein. Except to
the extent required by applicable law or regulation, NioCorp and
GXII undertake no obligation to update these forward-looking
statements to reflect events or circumstances after the date hereof
to reflect the occurrence of unanticipated events.
Mineral Reserves and Resources
Unless otherwise indicated, information concerning NioCorp's
mining property included in this press release has been prepared in
accordance with the requirements of National Instrument 43-101 –
Standards of Disclosure for Mineral Projects" ("NI 43-101") and the
Canadian Institute of Mining and Metallurgy ("CIM") "Definition
Standards – For Mineral Resources and Mineral Reserves,
May 10, 2014" (the "CIM Definition
Standards"). Beginning with NioCorp's Annual Report on Form 10-K
for the fiscal year ended June 30,
2022 (the "NioCorp Form 10-K"), NioCorp's mining property
disclosures included or incorporated by reference in its SEC
filings are required to be prepared in accordance with the
requirements of subpart 1300 of Regulation S-K ("S-K 1300").
Previously, NioCorp prepared its estimates of mineral resources and
mineral reserves following only NI 43-101 and the CIM Definition
Standards. On June 28, 2022, NioCorp
issued a CIM-compliant NI 43-101 technical report (the "2022 NI
43-101 Elk Creek Technical Report") for the Elk Creek Project,
which is available through the website maintained by the Canadian
Securities Administrators at www.sedar.com. On September 6, 2022, the Company filed a technical
report summary for the Elk Creek Project that conforms to S-K 1300
reporting standards (the "S-K 1300 Elk Creek Technical Report
Summary") as Exhibit 96.1 to the NioCorp Form 10-K, which is
available through the website maintained by the SEC at www.sec.gov.
The 2022 NI 43-101 Elk Creek Technical Report and S-K 1300 Elk
Creek Technical Report Summary are based on a feasibility study
(the "June 2022 Feasibility Study")
prepared by qualified persons (within the meaning of both NI 43-101
and S-K 1300, as applicable) and are substantively identical to one
another except for internal references to the regulations under
which the report is made, and certain organizational differences.
The requirements and standards under Canadian securities laws,
however, differ from those under S-K 1300. The terms "mineral
resource," "indicated mineral resource" and "mineral reserve"
included herein are used as defined in accordance with NI 43-101
under the CIM Definition Standards. While the terms are
substantially similar to the same terms defined under S-K 1300,
there are differences in the definitions. Accordingly, there is no
assurance any mineral resource or mineral reserve estimates that
the Company may report under NI 43-101 will be the same as the
mineral resource or mineral reserve estimates that the Company may
report under S-K 1300.
NioCorp discloses estimates of both its mineral resources and
mineral reserves. You are cautioned that mineral resources are
subject to further exploration and development and are subject to
additional risks and no assurance can be given that they will
eventually convert to future reserves. Under both regimes, inferred
resources, in particular, have a great amount of uncertainty as to
their existence and their economic and legal feasibility. Investors
are cautioned not to assume that any part or all of the inferred
resource exists or is economically or legally mineable. See Item
1A, Risk Factors in the NioCorp Form 10-K. Reference should be made
to the full text of the 2022 NI 43-101 Elk Creek Technical Report
and the S-K 1300 Elk Creek Technical Report Summary for further
information regarding the assumptions, qualifications and
procedures relating to the estimates of mineral reserves and
mineral resources as defined under NI 43-101 and S-K 1300,
respectively.
Qualified Persons
All technical and scientific information included in this press
release derived from the June 2022
Feasibility Study respecting NioCorp's mineral resources has been
reviewed and approved by Matthew
Batty, P.Geo., Owner, Understood Mineral Resources Ltd., and
all such information respecting NioCorp's mineral reserves has been
reviewed and approved by Richard
Jundis, P. Eng., Director of Mining, Optimize Group.
Each of Mr. Batty and Mr. Jundis and their respective firms
are independent consultants who provide consulting services to
NioCorp. All other technical and scientific information
included in this press release has been reviewed and approved by
Scott Honan, M.Sc., SME-RM,
NioCorp's Chief Operating Officer. Each of Messrs. Batty,
Jundis, and Honan is a "Qualified Person" as such term is defined
in NI 43-101.
Financial Information; Non-GAAP Measures
Certain financial information and data included in this press
release is unaudited and may not conform to Regulation S-X. Such
information and data may not be included in, may be adjusted in or
may be presented differently in the registration statement to be
filed relating to the proposed Transaction and the joint proxy
statement/prospectus contained therein. This press release also
includes certain financial measures not presented in accordance
with generally accepted accounting principles ("GAAP"), including,
but not limited to, "Averaged EBITDA," "Averaged EBITDA Margin,"
and "After-Tax Cumulative Net Free Cash Flow." These performance
measures do not have a standard meaning within GAAP and, therefore,
amounts presented may not be comparable to similar data presented
by other companies. These non-GAAP financial measures, and other
measures that are calculated using these non-GAAP measures, are not
measures of financial performance in accordance with GAAP and may
exclude items that are significant in understanding and assessing
NioCorp's financial results. Therefore, these measures should not
be considered in isolation or as an alternative to net income, cash
flows from operations or other measures of profitability, liquidity
or performance under GAAP. These non-GAAP financial measures are
included in this press release because they are key performance
measures used in the June 2022
Feasibility Study for purposes of projecting the economic results
of the Elk Creek Project, and NioCorp and GXII believe that these
non-GAAP measures provide useful information to management and
investors regarding certain financial and business trends relating
to NioCorp's financial condition and results of operations. NioCorp
and GXII believe that the use of these non-GAAP financial measures
provides an additional tool for investors to use in evaluating
ongoing operating results and trends and in comparing NioCorp's
financial measures with other similar companies, many of which
present similar non-GAAP financial measures to investors. These
non-GAAP financial measures are subject to inherent limitations as
they reflect the exercise of judgments by management about which
expense and income are excluded or included in determining these
non-GAAP financial measures.
The non-GAAP financial measures included in this press release
are projections. Reconciliations of these forward-looking non-GAAP
financial measures to the most directly comparable GAAP financial
measures are not provided because NioCorp is unable to provide such
reconciliations without unreasonable effort, due to the uncertainty
and inherent difficulty of predicting the occurrence and the
financial impact of such items impacting comparability and the
periods in which such items may be recognized. For the same
reasons, the Company is unable to address the probable significance
of the unavailable information, which could be material to future
results. See "Forward-Looking Statements."
In addition to the non-GAAP financial measures, this press
release may contain financial forecasts and projections
(collectively, "prospective financial information") of NioCorp.
Neither the independent registered public accounting firm of
NioCorp nor the independent registered public accounting firm of
GXII audited, reviewed, compiled or performed any procedures with
respect to the prospective financial information for the purpose of
their inclusion in this press release, and accordingly, neither of
them expressed an opinion or provided any other form of assurance
with respect thereto for the purpose of this press release. This
prospective financial information constitutes forward-looking
statements and should not be relied upon as being guarantees or
necessarily indicative of future results. The assumptions and
estimates underlying such prospective financial information are
inherently uncertain and are subject to a wide variety of
significant business, economic, competitive and other risks and
uncertainties that could cause actual results to differ materially
from those contained in the prospective financial information. See
"Forward-Looking Statements." Accordingly, there can be no
assurance that the prospective financial information is indicative
of future performance of NioCorp or that actual results will not
differ materially from the results presented in the prospective
financial information included in this press release. Actual
results may differ materially from the results contemplated by the
prospective financial information included in this press release.
The inclusion of such prospective financial information herein
should not be regarded as a representation by any person that the
results reflected in such projections will be achieved.
The purpose of the prospective financial information is to
assist investors, shareholders and others in evaluating the
performance of NioCorp's business. The prospective financial
information may not be appropriate for other purposes. Information
about NioCorp's guidance, including the various assumptions
underlying it, is forward-looking and should be read in conjunction
with "Forward-Looking Statements" in this press release, and the
related disclosure and information about various economic,
competitive, and regulatory assumptions, factors, and risks that
may cause NioCorp's actual future financial and operating results
to differ from what NioCorp currently expects.
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SOURCE NioCorp Developments Ltd.
