NioCorp Gains Access to as Much as $71.9 Million in Net Proceeds Over the Next Three Years from its SPAC Transaction and Two Additional Financings as it Prepares to Launch Trading on the Nasdaq Stock Market

New Cash Infusion to NioCorp is Expected to Accelerate Progress of the Company's Elk Creek Critical Minerals Project in Nebraska

NioCorp Shares Expected to Begin Trading on Tuesday on Nasdaq Under the Ticker Symbol "NB" and Will be Cross-Listed on the Toronto Stock Exchange

CENTENNIAL, Colo., March 16, 2023 /PRNewswire/ -- NioCorp Developments Ltd. ("NioCorp" or the "Company") (TSX: NB) (OTCQX: NIOBF) is pleased to announce that it expects to have access to as much as $71.9 million in net proceeds over the next three years following the completion of the transactions contemplated by the Business Combination Agreement, dated September 25, 2022 (the "Business Combination Agreement"), among NioCorp, GX Acquisition Corp. II (Nasdaq: GXII) ("GX") and Big Red Merger Sub Ltd (the "Transaction"), and two separate financing deals with Yorkville Advisors Global, LP ("Yorkville"). 

The Transaction was approved by a vote of GXII shareholders on Wednesday, March 15, 2023, and the deal is expected to close on Friday, March 17, 2023.  NioCorp's common shares (the "Common Shares") are expected to begin trading on Tuesday, March 21, 2023, on the Nasdaq Stock Market ("Nasdaq") under the ticker symbol "NB."  The Nasdaq listing is expected to make investment in NioCorp's stock open to many more investors around the world, including institutional investors and funds.  Upon listing on Nasdaq, the Common Shares will be cross-listed on the Toronto Stock Exchange and will continue to trade there under the ticker symbol "NB." The stock will no longer trade on the OTCQX under the ticker symbol "NIOBF" in connection with the commencement of trading on Nasdaq.

In connection with closing, NioCorp expects to receive approximately $15.28 million in gross proceeds from the Transaction.  Deal costs are anticipated to be approximately $20.3 million.  NioCorp expects to receive an additional $15.36 million in net proceeds from a separate convertible debt financing with Yorkville (the "Yorkville Convertible Debt Financing"), and also expects to have access to up to an additional $61.6 million in net proceeds from a standby equity facility with Yorkville (together with the Yorkville Convertible Debt Financing, the "Yorkville Financings") over the next three years, following the expected close of those transactions on Friday.  Total expected net proceeds from the Transaction and the Yorkville Financings are expected to be $71.9 million over the next three years.

"This transaction with GXII delivered to us several important benefits, including a ready pathway to an up-listing to the Nasdaq Stock Market, which is expected to allow additional institutional firms to invest in and trade in our stock for the first time.  Further, it has given NioCorp and the Elk Creek Project a much higher profile among institutional investors looking for promising projects in the critical materials space," said Mark A. Smith, CEO and Executive Chairman of NioCorp.

"While all of us would rather have seen higher proceeds from the GXII transaction, the cash infusion resulting from this deal, along with our financings with Yorkville, is expected allow us to continue to move the Elk Creek Project forward," said Mr. Smith.  "This Project is a strategically vital one for the United States, and we intend to continue to move it forward to full financing and a construction start as rapidly as possible."

Mr. Smith added:  "NioCorp's Elk Creek Project is clearly on the U.S. Government's radar screen now, as evidenced by the non-binding Letter of Interest for up to $800 million we recently received from the Export-Import Bank of the United States.  Government assistance is particularly vital to projects such as ours that face government-subsidized competitors in foreign nations such as China and the uneven playing field this creates.  It also is necessary given that obtaining financing from commercial debt markets for long-lead projects such as greenfield critical minerals mines can be challenging."

Dean Kehler, Co-Chairman and CEO of GXII, said:  "Many new investors, including institutional and other large investment funds, are now expected to look more closely at NioCorp, particularly since the Company's stock is expected to begin trading on Nasdaq.  In my experience, even in volatile markets, hard assets that are expected to be strategic, long-lived, and valuable -- such as the Elk Creek Project – are able to attract the capital necessary to unlock their value, both for investors and for the economic and national security of the United States."

NioCorp's Elk Creek Critical Minerals Project is expected to produce niobium, scandium, and titanium – all of which have been designated as critical minerals by the U.S. Government. The US is currently 100% dependent upon foreign producers for niobium and scandium and is more than 90% dependent on foreign sources for titanium mineral concentrate.  NioCorp is currently examining the technical feasibility of separating high-purity oxides of the magnetic rare earths (1) neodymium-praseodymium oxide ("NdPr"), which is the principal component of neodymium-iron-boron ("NdFeB") permanent rare earth magnets; (2) dysprosium oxide ("Dy"); and (3) terbium oxide ("Tb").  In addition to NdPr, both Dy and Tb oxide are critical to the type of powerful NdFeB magnets used in the traction motors of electric vehicles.  However, very little of these high-purity separated rare earth products are made outside of Asia.

The Transaction and the Yorkville Financings are subject to a number of closing conditions and there is no guarantee that they will close on the terms described herein, if at all.

More information on NioCorp and its Elk Creek Critical Minerals Project can be seen here:  www.niocorp.com. 

For More Information:

Jim Sims, Corporate Communications Officer, NioCorp Developments Ltd., 720-334-7066, [email protected] 

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 has filed a registration statement on Form S-4 (the "registration statement") with the U.S. Securities and Exchange Commission ("SEC"), which includes 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 has been 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. 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 definitive joint proxy statement/prospectus 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 definitive joint proxy statement/prospectus 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.

No Offer or Solicitation

This press release and the information contained herein do not constitute (i) 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 Statement Disclaimer

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 regarding the parties' ability to close the proposed Transaction, including NioCorp and GXII being able to receive all required regulatory and third-party approvals for the proposed Transaction; the anticipated benefits of the proposed Transaction and the Yorkville Financings, including the potential amount of cash that may be available to the combined company upon consummation of the proposed Transaction and the Yorkville Financings and the use of the net proceeds following the redemptions by public stockholders; NioCorp's expectation that its common shares will be accepted for listing on the Nasdaq following the closing of the proposed Transaction; the expected timing of trading of Common Shares on a post-Consolidation basis on the TSX and the Nasdaq; the consummation of the convertible debenture transaction and the stand by equity purchase facility contemplated by the definitive agreements with Yorkville; the prospects for successfully securing financing from EXIM on acceptable terms, or at all; the expected timing of, and benefits to the Elk Creek Critical Minerals Project of, securing such financing from EXIM; the financial and business performance of NioCorp; NioCorp's anticipated results and developments in the operations of NioCorp in future periods; potential agreements between NioCorp and strategic investors; 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. 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 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 and third-party approvals for the proposed Transaction; the consummation of the convertible debenture transaction and the stand-by equity purchase facility contemplated by the definitive agreements with Yorkville; other current estimates and assumptions regarding the proposed Transaction and its benefits; the timing of the completion of processes required to effect the trading of the Common Shares on a post-Consolidation basis on the TSX and the Nasdaq; the Company's ability to successfully complete EXIM's application process and secure project financing on acceptable terms, or at all; and the expected timing of, and benefits to the Elk Creek Critical Minerals Project of, securing such financing from EXIM. 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 with the SEC and with the applicable Canadian securities regulatory authorities and the following: 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 Transaction; the inability to complete the proposed Transaction due to, among other things, the consummation of the convertible debenture transaction and the stand-by equity purchase facility contemplated by the definitive agreements with Yorkville; the inability to complete the convertible debenture transaction and the stand-by equity purchase facility contemplated by the definitive agreements with Yorkville due to, among other things, the failure to obtain regulatory approval; the risk that the announcement and consummation of the proposed Transaction disrupts NioCorp's current plans; the ability to recognize the anticipated benefits of the proposed Transaction; unexpected costs related to the proposed Transaction; the risks that the consummation of the proposed Transaction 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; the completion of processes required to effect the trading of the Common Shares on a post-Consolidation basis on the TSX and the Nasdaq being delayed; NioCorp's ability to submit a complete application to begin the EXIM Phase I evaluation process; NioCorp's ability to pay the necessary fees in connection with EXIM's underwriting process, including the expenses of EXIM's or any other lenders' legal and other advisors and NioCorp's own advisors; the completion of the Phase I due diligence process and the receipt of a preliminary project letter indicating that EXIM is prepared to undertake Phase II due diligence; the completion of the Phase II due diligence process; the possibility that, even if NioCorp completes the application process, it does not receive a final commitment of financing from EXIM on the anticipated timeline, on acceptable terms, or at all; 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 off take 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 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 or any person acting on its 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 undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.

SOURCE NioCorp Developments Ltd.

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