NIOBF Niocorp Developments Ltd (QX)

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in and incorporated by reference into this joint proxy statement/prospectus, before making a decision on NioCorp Proposals or the GX Proposals. As a shareholder of NioCorp following the consummation of the Transactions, you will be subject to all risks inherent in the business of NioCorp in addition to the risks relating to GX and the Transactions. The market value of your shares will reflect the performance of the business relative to, among other things, that of the competitors of NioCorp and general economic, market and industry conditions. The value of your investment may increase or may decline and could result in a loss. You should carefully consider the following factors as well as the other information contained in and incorporated by reference into this joint proxy statement/prospectus. For information regarding the documents incorporated into this joint proxy statement/prospectus by reference, see the section entitled “Where You Can Find Additional Information” beginning on page [●] of this joint proxy statement/prospectus.

Risks Relating to GX and the Transactions

Unless the context otherwise requires, all references in this “— Risks Relating to GX and the Transactions” section to “we,” “us,” or “our” refer to GX.

There can be no assurance that the NioCorp Common Shares or NioCorp Assumed Warrants will be approved for listing on Nasdaq or that the Combined Company will be able to comply with the continued listing standards of Nasdaq.

In connection with the closing of the Transactions, NioCorp intends to list the NioCorp Common Shares and NioCorp Assumed Warrants on Nasdaq under the symbols “[●]” and “[●]”, respectively. NioCorp’s continued eligibility for listing may depend on the number of shares of GX Common Stock that are redeemed. If, after the Transactions, Nasdaq delists the NioCorp Common Shares or NioCorp Assumed Warrants from trading on its exchange for failure to meet Nasdaq listing standards, the Combined Company and its shareholders could face significant material adverse consequences including:

The Exchange Ratio is fixed and will not be adjusted to compensate for changes in the price of NioCorp Common Shares or in the price of GX Class A Shares prior to the completion of the Transactions. Because the market price of NioCorp Common Shares and GX Class A Shares may fluctuate, the value of the transaction consideration is uncertain.

Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each GX Class A Share that is held by a GX Public Stockholder shall be converted into a First Merger Class A Share. In connection with the Exchange, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares, which is the Exchange Ratio for the Transactions. As a result, each GX Public Stockholder who does not elect to exercise their redemption rights in connection with the Transactions will ultimately be issued NioCorp Common Shares.

Because the Exchange Ratio is fixed, the value of the transaction consideration will depend on the market price of NioCorp Common Shares at the time of the Exchange, which will occur immediately following the First Merger Effective Time. The Exchange Ratio will not be adjusted for changes in the market price of NioCorp Common Shares or GX Common Stock between the date of signing the Business Combination Agreement and completion of the Transactions. There will be a lapse of time between the date on which NioCorp Shareholders vote on the Share Issuance Proposal at the NioCorp Shareholder Meeting and GX Stockholders vote on the Business Combination Proposal at the GX Stockholder Meeting, and the date on which GX Stockholders entitled to receive NioCorp Common Shares actually receive those shares. The value of NioCorp Common Shares and GX Class A Shares has fluctuated since the date of the announcement of the Business Combination Agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to completion of the Transactions, and thereafter in the case of the NioCorp Common Shares. The closing sale price per share of GX Class A Shares on Nasdaq as of September 23, 2022, the last trading day before the public announcement of the execution of the Business Combination Agreement, was $9.80, and the closing sale price per share has fluctuated as high as $                     and as low as $                     between that date and                      ,              , the last trading day before this joint proxy statement/prospectus. The closing sale price per share of NioCorp Common Shares on the OTCQX as of September 23, 2022, the last trading date before the public announcement of the execution of the Business Combination Agreement, was $0.78, and the closing sale price per share has fluctuated as high as $                     and as low as $                     between that date and                      ,              , the last trading day before this joint proxy statement/prospectus. Accordingly, at the time of the NioCorp Shareholder Meeting and the GX Stockholder Meeting, the value of the transaction consideration will not be known. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in NioCorp’s operations and prospects, changes in NioCorp’s and GX’s respective cash flows and financial position, market assessments of the likelihood that the Transactions will be completed, the timing of the Transactions, and other considerations. Moreover, the issuance of additional NioCorp Common Shares in connection with the Transactions and the Yorkville Financings could depress the per share price of NioCorp Common Shares. There is no right to terminate the Business Combination Agreement and the Transactions as a result of an increase or decrease in the market price of the shares of NioCorp Common Shares or GX Class A Shares prior to the completion of the Transactions.

NioCorp Shareholders and GX Stockholders are urged to obtain current market quotations for NioCorp Common Shares and GX Class A Shares before making a voting decision with respect to the Share Issuance Proposal and the Business Combination Proposal, respectively.

Current NioCorp Shareholders and GX Stockholders will generally have a reduced ownership and voting interest in the Combined Company after the Transactions.

NioCorp may issue to GX Securityholders up to 594,558,645 NioCorp Common Shares in connection with the Transactions (including up to 175,199,102 NioCorp Common Shares issuable upon exercise of the NioCorp Assumed Warrants). Immediately following completion of the Transactions, it is expected that the current NioCorp Shareholders and the current GX Stockholders will own 42% and 58%, respectively, of the outstanding NioCorp Common Shares (assuming no redemptions by GX Stockholders and that all of the Second Merger Class B Shares are exchanged into NioCorp Common Shares and not including the potential dilutive impact of the Yorkville Financings).

NioCorp Shareholders and GX Stockholders currently have the right to vote for their respective directors and on other matters affecting their respective companies. At the completion of the Transactions, each GX Stockholder that receives NioCorp Common Shares and is not already a NioCorp Shareholder will become a NioCorp Shareholder with a percentage ownership that will be smaller than such stockholder’s percentage ownership of GX prior to the Transactions. Correspondingly, each NioCorp Shareholder will remain a NioCorp Shareholder with a percentage ownership that will generally be smaller than such shareholder’s percentage of NioCorp prior to the Transactions. As a result of these reduced ownership percentages, NioCorp Shareholders and GX Stockholders will generally have less voting power in the Combined Company after the Transactions than they now have in their respective companies.

The fairness opinions obtained by the NioCorp Board and the GX Board from their respective financial advisors will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinions.

GenCap has provided a fairness opinion to the NioCorp Board stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the Transactions are fair, from a financial point of view, to NioCorp Shareholders. Scalar has provided a fairness opinion to the GX Board stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by the holders of the GX Class A Shares is fair from a financial point of view to such shareholders.

Neither the NioCorp Board nor the GX Board has obtained an updated fairness opinion as of the date of this joint proxy statement/prospectus from its respective advisors, and neither expects to receive an updated fairness opinion prior to the completion of the Transactions.

The opinions do not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinions, including changes in the operations and prospects of NioCorp or GX, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of NioCorp and GX and on which the fairness opinions were based, and that may alter the value of NioCorp and GX or the prices of NioCorp Common Shares or GX Class A Shares prior to consummation of the Transactions. The value of NioCorp Common Shares and GX Class A Shares has fluctuated since, and could be materially different from its value as of, the date of the opinions, and the opinions do not address the prices at which NioCorp Common Shares or GX Class A Shares may trade since the dates of the opinions. The opinions do not speak as of the time the Transactions will be completed or as of any date other than the dates of such opinions. Neither NioCorp nor GX anticipates asking its advisors to update their opinion, and neither of the advisors has an obligation or responsibility to update, revise or reaffirm its respective opinion based on circumstances, developments or events that may have occurred or may occur after the date of the opinion. The written opinions of NioCorp’s and GX’s advisors are attached as Annex E and Annex F, respectively, to this joint proxy statement/prospectus and are incorporated by reference herein.

Failure to complete the Transactions could negatively impact NioCorp’s or GX’s stock price and have a material adverse effect on either or both of their results of operations, cash flows and financial position.

If the Transactions are not completed for any reason, including as a result of NioCorp Shareholders or GX Stockholders failing to approve the applicable proposals, the ongoing businesses of NioCorp and GX may be materially adversely affected and, without realizing any of the benefits of having completed the Transactions, NioCorp and GX would be subject to a number of risks, including the following:

If the Transactions are not completed, any of the risks described above may materialize and they may have a material adverse effect on NioCorp’s or GX’s results of operations, cash flows, financial position and stock prices.

The Business Combination Agreement limits NioCorp’s ability to pursue alternatives to the Transactions or to terminate the Business Combination Agreement.

Upon termination of the Business Combination Agreement in specified circumstances, NioCorp must pay GX the Base Termination Fee. Such specified circumstances include, among others, termination of the Business Combination Agreement by NioCorp in order to enter into an agreement providing for a Superior Proposal, termination by GX for a change of recommendation of the NioCorp Board, or a material breach of certain of NioCorp’s covenants relating to soliciting acquisition proposals.

In addition, upon termination of the Business Combination Agreement in other specified circumstances, NioCorp is required to pay the Intentional Breach Termination Fee. Such specified circumstances include, among others, termination by GX as a result of a willful and material breach by NioCorp such that certain conditions to Closing would not be satisfied at Closing (subject to a cure period), or as a result of NioCorp’s failure to consummate the Closing of the Transactions within five business days after GX has irrevocably confirmed in writing that it is prepared to consummate the Closing and all the conditions to Closing have been satisfied.

In addition, upon termination of the Business Combination Agreement whereupon GX will be entitled to the Base Termination Fee or the Intentional Breach Termination Fee, NioCorp is also required to pay an amount equal to the sum of all documented and reasonable out-of-pocket expenses paid or payable by GX and the Sponsor in connection with the Business Combination Agreement and the Transactions, not to exceed $5,000,000. Pursuant to the Business Combination Agreement, in no event will GX be entitled to both the Base Termination Fee and the Intentional Breach Termination Fee.

These provisions could limit NioCorp’s ability to pursue alternatives to the Transactions or to terminate the Business Combination Agreement.

If NioCorp fails to consummate the Yorkville Financings, it is possible that the Transactions may not be completed.

As a condition to closing the Transactions, the Business Combination Agreement provides that NioCorp and its subsidiaries (including GX, as the surviving company of the Second Merger) will have cash in an amount equal to or greater than $15,000,000, subject to certain adjustments. NioCorp and Yorkville may not be able to negotiate definitive documentation related to the Yorkville Financings and may not otherwise be able to consummate the financing transactions contemplated thereby, which could cause NioCorp and GX to encounter difficulties in completing the Transactions with financing terms as favorable as anticipated or at all.

The Combined Company may not realize all or any of the anticipated benefits expected as a result of the Transactions.

The success of the Transactions (if consummated) will depend, in part, on the Combined Company’s ability to realize the anticipated benefits expected from the Transactions, as further described in the sections entitled “The Transactions—NioCorp’s Reasons for the Transactions and Recommendation of the NioCorp Board” and “The Transactions—GX’s Reasons for the Transactions and Recommendation of the GX Board” of this joint proxy statement/prospectus. If the Combined Company is not successful in realizing these anticipated benefits, including the benefits of the anticipated Nasdaq listing of the NioCorp Common Shares and the anticipated acceleration of financing efforts to advance, complete construction and commence operation of the Elk Creek Project, such consequences may adversely affect the Combined Company’s business, results of operations and stock price.

If the Transactions’ benefits do not meet the expectations of investors or securities analysts, the market price of GX’s securities or, following the Closing, the Combined Company’s securities, may decline. A market for GX securities may not continue, which would adversely affect the liquidity and price of its securities.

If the perceived benefits of the Transactions do not meet the expectations of investors or securities analysts, the market price of GX’s securities prior to the Closing may decline. The market values of the Combined Company’s securities at the time of the Transactions may vary significantly from the prices of NioCorp’s or GX’s securities on the date the Business Combination Agreement was executed, the date of this joint proxy statement/prospectus, or the date on which GX Stockholders or NioCorp Shareholders vote on the Transactions.

Following the Transactions, the price of the Combined Company’s securities may fluctuate significantly due to the market’s reaction to the Transactions and general market and economic conditions. An active trading market for the Combined Company’s securities following the Transactions may never develop or, if developed, it may not be sustained. In addition, following the Transactions, fluctuations in the price of the Combined Company’s securities could contribute to the loss of all or part of your investment. If an active market for the Combined Company’s securities develops and continues, the trading price of the Combined Company’s securities following the Transactions could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond the Combined Company’s control. Any of the factors listed below could have a material adverse effect on your investment in the Combined Company’s securities and the Combined Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of the Combined Company’s securities may not recover and may experience a further decline.

Factors affecting the trading price of the Combined Company’s securities may include:

In addition, the stock market in general, and Nasdaq in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of NioCorp Common Shares, regardless of its actual operating performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm the Combined Company’s business, operating results or financial condition.

The unaudited pro forma financial information included herein may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial position or results of operations would have been had the Transactions been completed on the dates indicated.

Past performance by Trimaran Capital Partners (“Trimaran”), including GX’s management team, may not be indicative of future performance of an investment in GX or the Combined Company.

Information regarding performance by, or businesses associated with, Trimaran and its affiliates is presented for informational purposes only. Trimaran and its affiliates are affiliates of GX’s Sponsor and are owned or controlled by Jay R. Bloom and Dean C. Kehler, GX’s Co-Chairmen and Chief Executive Officers. Past performance by Trimaran, including GX’s management team, is not a guarantee with respect to the Transactions. You should not rely on the historical record of Trimaran’s or GX’s management team’s performance as indicative of the Combined Company’s future performance, of an investment in GX or the Combined Company or the returns GX or the Combined Company will, or is likely to, generate going forward. Two members of the GX management team will be directors of the Combined Company immediately following the Transactions, but there is no assurance that their views will prevail in relation to any decisions or actions taken by the Combined Company’s board of directors. Additionally, in the course of their respective careers, members of GX’s management team have been involved in businesses and transactions that were not successful.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect GX’s business, including its ability to negotiate and complete its initial business combination, investments and results of operations.

GX is subject to laws, regulations and rules enacted by national, regional and local governments and Nasdaq. In particular, GX is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on GX’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on GX’s business, including its ability to negotiate and complete its initial business combination (including the Transactions) and results of operations.

On March 30, 2022, the SEC issued proposed rules relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”). These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect GX’s ability to negotiate and complete its initial business combination (including the Transactions) and may increase the costs and time related thereto.

Given the cross-border nature of the Transactions, the Combined Company will become subject to a variety of additional risks that may negatively impact the Combined Company’s operations.

Although one of the intended benefits of the Transactions is to facilitate and accelerate growth of NioCorp, the cross-border nature of the Transactions and of NioCorp’s future operations will be subject to special considerations and risks associated with companies operating in an international setting, including any of the following:

The Combined Company may not be able to adequately address these additional risks. If it is unable to do so, its operations might suffer, which may adversely impact its results of operations and financial condition. See “Additional Risks Relating to Ownership of NioCorp Common Shares Following Transaction” and “Risk Factors Related to NioCorp.”

Subsequent to the consummation of the Transactions, the Combined Company may be required to take write-downs or write-offs, or may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and the price of NioCorp Common Shares, which could cause you to lose some or all of your investment.

Although GX has conducted due diligence on NioCorp, this diligence may not reveal all material issues that may be present with NioCorp’s business. Factors outside of NioCorp’s and outside of GX’s control may, at any time, arise. As a result of these factors, the Combined Company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if GX’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with GX’s preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Combined Company’s liquidity, the fact that the Combined Company reports charges of this nature could contribute to negative market perceptions about the Combined Company or its securities. In addition, charges of this nature may cause the Combined Company to be unable to obtain future financing on favorable terms or at all. Accordingly, any shareholders who choose to remain shareholders following the Transactions could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by GX’s officers of a duty of care or other fiduciary duty owed to them, of if they are able to successfully bring a private claim under securities laws that this joint proxy statement/prospectus constituted an actionable material misstatement or omission.

The Transactions are subject to the receipt of certain approvals, including, among others, approvals from NioCorp Shareholders as to the Share Issuance Proposal and GX Stockholders as to the Business Combination Proposal. Failure to obtain these approvals would prevent completion of the Transactions.

In order to complete the Transactions, NioCorp Shareholders must approve the Share Issuance Proposal and the Quorum Amendment Proposal and GX Stockholders must approve the Business Combination Proposal, the Charter Amendment Proposal and the Charter Proposal. There can be no assurance that these approvals will be obtained. Failure to obtain the required approvals may result in a material delay in, or the abandonment of, the Transactions. Any delay in completing the Transactions may materially adversely affect the timing and amount of cost savings and other benefits that are expected to be achieved from the Transactions.

The obligations of both NioCorp and GX to complete the Transactions are subject to a number of conditions, which, if not fulfilled, or not fulfilled in a timely manner, may result in termination of the Business Combination Agreement.

The consummation of the Transactions is subject to the satisfaction or waiver of certain customary closing conditions contained in the Business Combination Agreement, including, among other things, (i) obtaining required approvals of the Transactions and related matters by the respective shareholders of NioCorp and GX, (ii) the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, (iii) receipt of approval for listing on Nasdaq of the NioCorp Common Shares to be issued in connection with the Transactions, (iv) receipt of approval for listing on Nasdaq of the NioCorp Assumed Warrants, (v) receipt of approval from the TSX with respect to the issuance and listing of the NioCorp Common Shares issuable in connection with the Transactions, (vi) that NioCorp and its subsidiaries (including GX, as the surviving company of the Second Merger) will have at least $5,000,001 of net tangible assets upon the consummation of the Transactions, after giving effect to any redemptions by GX Public Stockholders and after payment of underwriters’ fees or commissions, (vii) that, at Closing, NioCorp and its subsidiaries (including GX, as the surviving company of the Second Merger) will have received cash in an amount equal to or greater than $15,000,000, subject to certain adjustments, and (viii) the absence of any injunctions enjoining or prohibiting the consummation of the Business Combination Agreement.

Many of the conditions to completion of the Transactions are not within NioCorp’s or GX’s control, and neither company can predict with any certainty when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived, it is possible that the Business Combination Agreement may be terminated. Although NioCorp and GX are working to complete the Transactions as quickly as possible, these and other conditions to the completion of the Transactions may fail to be satisfied. In addition, satisfying the conditions to and completion of the Transactions may take longer, and could cost more, than NioCorp and GX expect. Neither NioCorp nor GX can predict whether and when these other conditions will be satisfied. Furthermore, the requirements for obtaining the required stock exchange clearances and approvals could delay the completion of the Transactions for a period of time or prevent them from occurring. Any delay in completing the Transactions may adversely affect the benefits that NioCorp and GX expect to achieve if the Transactions are not completed within the expected timeframe.

GX and NioCorp may waive one or more of the conditions to the Transactions.

GX and NioCorp may waive, in whole or in part, some of the conditions to its respective obligations to complete the Transactions, to the extent permitted by law and the GX Existing Charter and NioCorp Articles, as applicable. For example, it is a condition to each party’s obligations to close the Transactions that certain of the other party’s representations and warranties are true and correct in all respects as of the Closing Date, except where the failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect. However, if the GX Board or NioCorp Board determines that it is in its respective stockholders’ best interest to waive any such breach, then the GX Board or NioCorp Board may elect to waive that condition and consummate the Transactions. Neither GX nor NioCorp is able to waive the condition that its respective stockholders approve the Transactions.

GX’s Sponsor, officers and directors have potential conflicts of interest in recommending that GX Stockholders vote in favor of approval of the Transactions and the GX Proposals.

When considering the GX Board’s recommendation that GX Stockholders vote in favor of the approval of the Transactions Proposal, GX Stockholders should be aware that certain of GX’s Sponsor, executive officers and directors have financial and personal interests in the Transactions that may be different from or in addition to (and which may conflict with) the interests of GX Stockholders. These interests include:

These interests may influence GX’s directors in making their recommendation that you vote in favor of the Transactions Proposal, and the transactions contemplated thereby. These interests were considered by the GX Board when it approved the Transactions.

The exercise of discretion by GX’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Business Combination Agreement may result in a conflict of interest when determining whether such changes to the terms of the Business Combination Agreement or waivers of conditions are appropriate and in the best interests of GX Stockholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Business Combination Agreement, would require GX to agree to amend the Business Combination Agreement, to consent to certain actions or to waive rights that GX is entitled to under those agreements. Such events could arise because of changes in the course of NioCorp’s business, a request by NioCorp to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on NioCorp’s business and would entitle GX to terminate the Business Combination Agreement. In any of such circumstances, it would be in GX’s discretion, acting through the GX Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this joint proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for GX and its stockholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this joint proxy statement/prospectus, GX does not believe there will be any changes or waivers that its directors and officers would be likely to make after stockholder approval of the Transactions has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the Transactions that would have a material impact on GX Stockholders, GX will be required to circulate a new or amended joint proxy statement/prospectus or supplement hereto and resolicit the vote of GX Stockholders with respect to the Business Combination Proposal.

GX’s Sponsor, and GX’s officers and directors have agreed to vote in favor of the Transactions, regardless of how the GX Public Stockholders vote.

Unlike many other blank check companies in which the sponsor, officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the GX Public Stockholders in connection with an initial business combination, GX’s Sponsor, officers and directors have agreed to vote their GX Founder Shares, as well as any GX Class A Shares purchased during or after the IPO (including in open market and privately negotiated transactions), in favor of the Transactions and the other GX Proposals. As of the record date, GX’s Sponsor, officers and directors beneficially own an aggregate of approximately 20% of the outstanding shares of GX Class A Shares and GX Founder Shares. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares of GX Class A Shares and Founder Shares in accordance with the majority of the votes cast by the GX Public Stockholders.

GX’s Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from the GX Public Stockholders, which may influence the vote on the Transactions and reduce the public “float” of GX Class A Shares.

GX’s Sponsor, directors, officers, advisors or their affiliates may purchase GX Class A Shares or GX Public Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the Transactions, although they are under no obligation to do so. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase GX Class A Shares or GX Public Warrants in such transactions.

Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of GX shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that GX’s Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from the GX Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the Transactions and thereby increase the likelihood of obtaining stockholder approval of the Transactions or to satisfy the closing condition in the Business Combination Agreement that requires GX to have a certain amount of cash at the Closing, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of GX Public Warrants could be to reduce the number of GX Public Warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with the Transactions. Any such purchases of GX securities may result in the completion of the Transactions, which may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of GX Class A Shares or GX Public Warrants and the number of beneficial holders of GX securities may be reduced, possibly making it difficult to maintain the quotation, listing or trading of GX securities on a national securities exchange.

GX Stockholders will experience immediate dilution due to the Transactions and may experience additional dilution as a consequence of certain other transactions. Depending on the extent of redemptions by GX Public Stockholders, GX Stockholders may have a minority share position following the Transactions, which may reduce the influence that current GX Stockholders have on the management of the Combined Company.

It is anticipated that, following the completion of the Transactions and assuming (for illustrative purposes) no redemptions of outstanding GX Class A Shares and that all of the Second Merger Class B Shares are exchanged into NioCorp Common Shares and not including the potential dilutive impact of the Yorkville Financings, GX’s existing stockholders, including its Sponsor, will own 58% of the Combined Company and NioCorp’s current shareholders will own 42% of the Combined Company. In addition, if any GX Stockholders exercise their redemption rights, the ownership interest of the GX Public Stockholders in the Combined Company following the Transactions will decrease and the relative ownership interest of GX’s Sponsor will increase. To the extent that any of the GX Warrants are converted into GX Class A Shares (or, following the completion of the Transactions, NioCorp Assumed Warrants are converted into NioCorp Common Shares), shareholders may experience substantial dilution. Such dilution could, among other things, limit the ability of GX’s current stockholders to influence management of the Combined Company through the election of directors following the Transactions.

Neither GX nor its stockholders will have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total Transactions consideration in the event that any of the representations and warranties made by NioCorp in the Business Combination Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties made by NioCorp and GX to each other in the Business Combination Agreement will not survive the consummation of the Transactions. As a result, GX and its stockholders will not have the protection of any indemnification, escrow, price adjustment or other provisions that allow for a post-closing adjustment to be made to the total consideration to be received in the Transactions if any representation or warranty made by NioCorp in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, GX would have no indemnification claim with respect thereto and its financial condition or results of operations could be adversely affected.

GX and NioCorp will incur significant transaction and transition costs in connection with the Transactions.

GX and NioCorp have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Transactions following the consummation of the Transactions. GX and NioCorp may also incur additional costs to retain key employees. If the Transactions is consummated, the funds held in the Trust Account will be released to pay (i) GX Stockholders who properly exercise their redemption rights and (ii) certain expenses incurred by NioCorp and GX in connection with the Transactions, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of the Combined Company following the Transactions. If the Transactions is not consummated, all expenses incurred in connection with the Business Combination Agreement and Transactions will be paid by the party incurring such expenses.

Transaction expenses, payable in cash and stock, as a result of the Transactions and the Yorkville Financing, are currently estimated at approximately $20,030,000, including the reduction of the deferred underwriting fee to $5,000,000 and reduction of the BTIG advisory fees upon the consummation of the business combination. The amount of the deferred underwriting discount will not be further adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount GX will distribute to GX Public Stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting discount and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect its obligation to pay the deferred underwriting discount.

GX’s ability to successfully effect the Transactions and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of NioCorp, all of whom are expected to stay with the Combined Company following the Closing. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

GX’s ability to successfully effect the Transactions and the Combined Company’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of NioCorp. Although, under the terms of the Business Combination Agreement, NioCorp will enter into employment agreements with certain key employees in connection with the Transactions, there can be no assurance that any of NioCorp’s key management personnel or other key employees will continue their employment in connection with the Transactions. It is possible that NioCorp will lose some key personnel, the loss of which could negatively impact the operations and profitability of the Combined Company. NioCorp’s success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of NioCorp’s officers could have a material adverse effect on NioCorp’s business, financial condition, or operating results. The services of such personnel may not continue to be available to the Combined Company.

GX Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, GX Public Stockholders may be forced to sell their GX Class A Shares or GX Public Warrants, potentially at a loss.

GX Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) GX’s completion of an initial business combination, and then only in connection with those shares of GX Class A Shares that such GX Public Stockholders properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any GX Class A Shares properly submitted in connection with a shareholder vote to amend the GX Existing Charter (A) to modify the substance or timing of GX’s obligation to redeem 100% of the GX Class A Shares if GX does not complete an initial business combination by March 22, 2023 or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the GX Class A Shares if GX is unable to complete an initial business combination by March 22, 2023, subject to applicable law and as further described herein. In no other circumstances will a GX Public Stockholder have any right or interest of any kind in the Trust Account. Holders of GX Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate their investment, GX Public Stockholders may be forced to sell their GX Class A Shares or GX Public Warrants, potentially at a loss.

GX’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the GX Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, GX’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While GX currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to GX, it is possible that GX’s independent directors, in exercising their business judgment and subject to their fiduciary duties, may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If GX’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the GX Public Stockholders may be reduced below $10.00 per share.

GX may not have sufficient funds to satisfy indemnification claims of its directors and executive officers.

GX has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, GX’s officers and directors have agreed to waive (and any other persons who may become an officer or director prior to an initial business combination will also be required to waive) any right, title, interest or claim of any kind in or to any monies in the Trust Account and not to seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by GX only if (i) GX has sufficient funds outside of the Trust Account or (ii) GX consummates an initial business combination. GX’s obligation to indemnify its officers and directors may discourage stockholders from bringing a lawsuit against GX’s officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against GX’s officers and directors, even though such an action, if successful, might otherwise benefit GX and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent GX pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

GX may not be able to complete an initial business combination within the prescribed time frame, in which case it would cease all operations except for the purpose of winding up and it would redeem the GX Class A Shares and liquidate, in which case the GX Public Stockholders may only receive $10.00 per share plus accrued interest in trust, or less than such amount in certain circumstances, and the GX Public Warrants will expire worthless.

The GX Existing Charter provides that it must complete an initial business combination by March 22, 2023. GX may not be able to find a suitable target business and complete an initial business combination (including the Transactions) by such date. If GX has not completed an initial business combination prior to March 22, 2023 it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the GX Class A Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to GX to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding GX Class A Shares, which redemption will completely extinguish the GX Public Stockholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of GX’s remaining shareholders and the GX Board, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such case, the GX Public Stockholders may only receive $10.00 per share, and GX Public Warrants will expire worthless. In certain circumstances, the GX Public Stockholders may receive less than $10.00 per share on the redemption of their shares.

If, after GX distributes the proceeds in the Trust Account to the GX Public Stockholders, it files a bankruptcy petition or an involuntary bankruptcy petition is filed against GX that is not dismissed, a bankruptcy court may seek to recover such proceeds, and GX and its board may be exposed to claims of punitive damages.

If, after GX distributes the proceeds in the Trust Account to the GX Public Stockholders, GX files a bankruptcy petition or an involuntary bankruptcy petition is filed against GX that is not dismissed, any distributions received by GX Stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by GX Stockholders. In addition, the GX Board may be viewed as having breached its fiduciary duty to its creditors and/or having acted in bad faith, thereby exposing itself and GX to claims of punitive damages, by paying GX Stockholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to the GX Public Stockholders, GX files a bankruptcy petition or an involuntary bankruptcy petition is filed against GX that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of GX Stockholders and the per-share amount that would otherwise be received by GX Stockholders in connection with GX’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the GX Public Stockholders, GX files a bankruptcy petition or an involuntary bankruptcy petition is filed against GX that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in GX’s bankruptcy estate and subject to the claims of third parties with priority over the claims of GX Stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by GX Stockholders in connection with GX’s liquidation may be reduced.

GX Stockholders may be held liable for claims by third parties against GX to the extent of distributions received by them upon redemption of their shares.

Under the DGCL, shareholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the Trust Account distributed to the GX Public Stockholders upon the redemption of the GX Class A Shares in the event GX does not complete an initial business combination by March 22, 2023 may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to shareholders, any liability of shareholders with respect to a liquidating distribution is limited to the lesser of such shareholder’s pro rata share of the claim or the amount distributed to the shareholder, and any liability of the shareholders would be barred after the third anniversary of the dissolution. However, it is GX’s intention to redeem the GX Class A Shares as soon as reasonably possible following March 22, 2023 in the event it does not complete its initial business combination and, therefore, GX does not intend to comply with the foregoing procedures.

Because GX will not be complying with Section 280, Section 281(b) of the DGCL requires GX to adopt a plan, based on facts known to GX at such time that will provide for GX’s payment of all existing and pending claims or claims that may be potentially brought against GX within the 10 years following its dissolution. However, because GX is a blank check company, rather than an operating company, and GX’s operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from GX’s vendors (such as lawyers, investment bankers, and auditors) or prospective target businesses. If GX’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. GX cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, GX Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of GX Stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the Trust Account distributed to the GX Public Stockholders upon the redemption of the GX Class A Shares in the event GX does not complete an initial business combination by March 22, 2023 is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.

GX or, following the Transactions, the Combined Company, may amend the terms of the GX Public Warrants in a manner that may be adverse to holders of GX Public Warrants with the approval by the holders of at least a majority of the then outstanding GX Public Warrants. As a result, the exercise price of the GX Warrants could be increased, the exercise period could be shortened and the number of GX Class A Shares purchasable upon exercise of an GX Warrant could be decreased, all without your approval.

The GX Warrants were issued in registered form under the GX Warrant Agreement between CST, as warrant agent, and GX. The GX Warrant Agreement provides that the terms of the GX Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding GX Public Warrants to make any change that adversely affects the interests of the registered holders of the GX Public Warrants.

Accordingly, GX may amend the terms of the GX Public Warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding GX Public Warrants approve of such amendment. Although GX’s ability to amend the terms of the GX Public Warrants with the consent of at least a majority of the then outstanding GX Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the GX Public Warrants, convert the GX Public Warrants into cash or stock, shorten the exercise period or decrease the number of GX Class A Shares purchasable upon exercise of the GX Public Warrant.

In connection with the completion of the Transactions, the GX Warrants will be converted into NioCorp Assumed Warrants and NioCorp will have the right to amend such warrants on the same terms as GX may amend the GX Public Warrants.

GX or, following the Transactions, the Combined Company, may redeem your unexpired GX Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your GX Warrants worthless.

GX has the ability to redeem outstanding GX Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of GX Class A 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 ending on the third trading day prior to the date on which GX gives proper notice of such redemption and provided certain other conditions are met. If and when the GX Warrants become redeemable by GX, GX may not exercise its redemption right if the issuance of GX Class A Shares upon exercise of the GX Warrants is not exempt from registration or qualification under applicable state blue sky laws or GX is unable to effect such registration or qualification. GX will use its best efforts to register or qualify GX Class A Shares under the blue sky laws of the state of residence in those states in which the GX Warrants were offered by GX in its IPO. Redemption of the outstanding GX Warrants could force you (i) to exercise your GX Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your GX Warrants at the then-current market price when you might otherwise wish to hold your GX Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding GX Warrants are called for redemption, is likely to be substantially less than the market value of your GX Warrants. None of the Private Placement Warrants will be redeemable by GX so long as they are held by the Sponsor or its permitted transferees.

In connection with the completion of the Transactions, the GX Warrants will be converted into NioCorp Assumed Warrants and NioCorp will have the right to redeem such warrants on the same terms as they may be redeemed by GX.

Because each GX Public Unit contains one-third of one redeemable warrant and only a whole warrant may be exercised, the GX Public Units may be worth less than units of other blank check companies.

Each GX Public Unit contains one-third of one redeemable warrant. No fractional warrants will be issued upon separation of the GX Public Units and only whole warrants will trade. Accordingly, unless you purchase at least three GX Public Units, you will not be able to receive or trade a whole warrant. This is different from other offerings similar to GX’s IPO whose units include one share of common stock and one warrant to purchase one whole share. GX has established the components of the GX Public Units in this way in order to reduce the dilutive effect of the warrants upon completion of an initial business combination since the warrants will be exercisable in the aggregate for one half of the number of shares compared to units that each contain a warrant to purchase one whole share, thus making GX a more attractive business combination partner for target businesses. Nevertheless, this unit structure may cause GX’s units to be worth less than if they included a warrant to purchase one whole share.

The GX Existing Charter requires, to the fullest extent permitted by law, that derivative actions brought in GX’s name, actions against its directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, which may have the effect of discouraging lawsuits against its directors, officers, other employees or stockholders.

The GX Existing Charter requires, to the fullest extent permitted by law, that derivative actions brought in GX’s name, actions against its directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware will have concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of GX’s capital stock will be deemed to have notice of and consented to the forum provisions in the GX Existing Charter. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with GX or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although GX Stockholders will not be deemed to have waived its compliance with federal securities laws and the rules and regulations thereunder. GX cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in the GX Existing Charter to be inapplicable or unenforceable in an action, GX may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

The GX Existing Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision does not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Additional Risks Relating to Ownership of NioCorp Common Shares Following the Transactions

If GX’s Adjournment Proposal is not approved and an insufficient number of votes have been obtained to approve the GX Proposals, or if NioCorp’s Adjournment Proposal is not approved and an insufficient number of votes have been obtained to approve the NioCorp Proposals, the GX Board and the NioCorp Board may not have the ability to adjourn the GX Stockholder Meeting or the NioCorp Shareholder Meeting, respectively, to a later date in order to solicit further votes, and, therefore, the necessary approvals may not be obtained, and, therefore, the Transactions may not be consummated.

The GX Adjournment Proposal, if adopted by GX Stockholders, will allow the GX Board to adjourn the GX Stockholder Meeting to a later date or dates to permit further solicitation of proxies with respect to the GX Proposals. The NioCorp Adjournment Proposal, if adopted by NioCorp Shareholders, will allow the NioCorp Board to adjourn the NioCorp Shareholder Meeting to a later date or dates to permit further solicitation of proxies with respect to the NioCorp Proposals. If the respective Adjournment Proposal is not approved by the GX Stockholders or the NioCorp Shareholders, the GX Board and the NioCorp Board, respectively, may not be able to adjourn the GX Stockholder Meeting or the NioCorp Shareholder Meeting (as applicable) to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the applicable meeting to approve one or more of the proposals presented at the such meeting. In such event, GX or NioCorp may not be able to obtain the requisite shareholder approvals, and the Transactions may not be consummated.

The NioCorp Common Shares do not currently trade on a national securities exchange in the United States and there is no guarantee that a market for the NioCorp Common Shares will develop to provide the NioCorp Shareholders with adequate liquidity.

The NioCorp Common Shares are currently listed only on the TSX and on the OTC Markets trading platform under the symbol “NIOBF.” Prior to completion of the Transactions, the NioCorp Common Shares will not have been listed on a nationally-recognized stock exchange in the United States. If an active trading market does not develop in the United States, NioCorp Shareholders may have difficulty selling any of the NioCorp Common Shares over a U.S. exchange. The extent to which investor interest in NioCorp will lead to the development of an active trading market on the Nasdaq or otherwise, or how liquid that market might become, is uncertain. In addition, redemptions of GX Class A Shares by the GX Public Stockholders may impact liquidity in the NioCorp Common Shares.

The historical trading price of the NioCorp Common Shares on the TSX may not be indicative of prices that will prevail in the United States trading market or otherwise following completion of the Transactions. Listing of the NioCorp Common Shares on the Nasdaq in addition to the TSX may increase price volatility on the TSX and also result in volatility of the trading price on the Nasdaq because trading will be in two markets, which may result in less liquidity on both exchanges. In addition, different liquidity levels, volumes of trading, currencies and market conditions on the two exchanges may result in different prevailing trading prices.

Future sales, or the perception of future sales, of NioCorp Common Shares by existing shareholders or by NioCorp, or future dilutive issuances of NioCorp Common Shares by NioCorp, could adversely affect prevailing market prices for the NioCorp Common Shares.

Subject to compliance with applicable securities laws, sales of a substantial number of NioCorp Common Shares in the public market could occur at any time. These sales, or the market perception that the holders of a large number of NioCorp Common Shares or securities convertible into NioCorp Common Shares intend to sell NioCorp Common Shares, could reduce the prevailing market price of the NioCorp Common Shares. The effect, if any, that future public sales of these securities or the availability of these securities for sale will have on the market price of the NioCorp Common Shares is uncertain. If the market price of the NioCorp Common Shares were to drop as a result, this might impede NioCorp’s ability to raise additional capital and might cause remaining shareholders to lose all or part of their investment.

Following the consummation of this Transactions, GX, the Sponsor, in its capacity as a shareholder of GX, as well as the pre-Closing directors and officers of NioCorp will be subject to “lock-up” restrictions, as described under “Ancillary Agreements – Registration Rights and Lock-Up Agreement”. The provisions of these “lock-up” restrictions may be waived under limited circumstances and allow NioCorp to, among other things, issue additional NioCorp Common Shares, or allow the directors and officers of NioCorp or its shareholders to sell their NioCorp Common Shares at any time. There are no pre-established conditions for the grant of such a waiver by the relevant parties, and any decision by the applicable parties to waive those conditions may depend on a number of factors, which might include market conditions, the performance of the NioCorp Common Shares in the market and NioCorp’s financial condition at that time. If the “lock-up” restrictions of NioCorp are waived, additional NioCorp Common Shares will be issued, and if the “lock-up” restrictions of the applicable shareholders or the directors and officers of NioCorp are waived, additional NioCorp Common Shares will be available for sale into the public market, subject to applicable securities laws, which, in both cases, could reduce the prevailing market price for the NioCorp Common Shares.

The NioCorp Amended Articles will permit NioCorp to issue an unlimited number of NioCorp Common Shares without seeking shareholder approval.

The NioCorp Amended Articles will permit NioCorp to issue an unlimited number of NioCorp Common Shares. It is anticipated that NioCorp will, from time to time, issue additional NioCorp Common Shares in the future. Subject to the requirements of the BCBCA, the Nasdaq and the TSX, NioCorp will not be required to obtain the approval of the NioCorp Shareholders for the issuance of additional NioCorp Common Shares. Any further issuances of NioCorp Common Shares will result in immediate dilution to existing shareholders and may have an adverse effect on the value of their shareholdings. See “Description of Share Capital – NioCorp Common Shares.”

Upon consummation of the Transactions, the rights of holders of NioCorp Common Shares arising under the BCBCA as well as the NioCorp Amended Articles will differ from and may be less favorable to the rights of holders of GX Common Stock arising under Delaware law as well as the GX Existing Charter and the GX Bylaws.

Upon consummation of the Transactions, the rights of holders of NioCorp Common Shares will arise under the NioCorp Amended Articles as well as the BCBCA. The NioCorp Amended Articles and the BCBCA contain provisions that differ in some respects from those in the GX Existing Charter, GX Bylaws and Delaware law and, therefore, some rights of holders of NioCorp Common Shares could differ from the rights that holders of GX Common Stock currently possess. For instance, (i) for material corporate transactions (such as mergers and amalgamations, other extraordinary corporate transactions or amendments to the NioCorp Articles), the BCBCA generally requires a two-thirds majority vote by shareholders, whereas Delaware law generally requires only a majority vote, and (ii) under the BCBCA, holders of 5% or more of the NioCorp’s shares that carry the right to vote at a meeting of shareholders can requisition a special meeting of shareholders, whereas such right does not exist under Delaware law. In addition, there are differences between the NioCorp Amended Articles and the GX Existing Charter and the GX Bylaws. For a more detailed description of the rights of holders of NioCorp Common Shares and how they may differ from the rights of holders of GX Common Stock, please see “Comparison of Shareholders’ Rights.”

Canadian law and the NioCorp Amended Articles contain certain provisions, including anti-takeover provisions, that limit the ability of shareholders to take certain actions and could delay or discourage takeover attempts that shareholders may consider favorable.

Provisions in the NioCorp Amended Articles, as well as certain provisions under the BCBCA and applicable Canadian laws, may discourage, delay or prevent a merger, acquisition or other change in control of NioCorp that shareholders may consider favorable, including transactions in which they might otherwise receive a premium for their NioCorp Common Shares. For instance, the NioCorp Amended Articles will contain provisions that establish certain advance notice procedures for nomination of candidates for election as directors at shareholders’ meetings. See “Comparison of Shareholders’ Rights – Shareholder Nominations of Persons for Election as Directors.”

Limitations on the ability to acquire and hold NioCorp Common Shares may also be imposed by the Competition Act (Canada). This legislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in NioCorp. Moreover, a non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. See “Description of Securities – NioCorp Common Shares – Exchange Controls.”

Any of these provisions could limit the price that investors might be willing to pay in the future for the NioCorp Common Shares, thereby depressing the market price for the NioCorp Common Shares.

The Equity Facility is subject to satisfaction or waiver of several conditions.

Completion of the Equity Facility is subject to the satisfaction of a number of conditions precedent, certain of which are outside of NioCorp's control, including, but not limited to, the approval of the Yorkville Equity Facility Financing Proposal, and other customary conditions. A substantial delay in obtaining satisfactory approvals and/or the imposition of unfavorable terms or conditions in the approvals to be obtained could result in the termination of the Yorkville Equity Facility Financing Agreement. There can be no certainty, nor can NioCorp provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Equity Facility is not completed: (i) certain costs related to the Yorkville Equity Facility Financing Agreement, such as legal, accounting and financial advisory fees, must be paid by NioCorp even if the Equity Facility is not completed; (ii) NioCorp may not be successful in finding another business opportunity that is of equal or greater benefit to NioCorp; and (iii) the time and attention of NioCorp's management will have been diverted away from the conduct of NioCorp's business.

The NioCorp Common Shares to be issued under the Standby Equity Purchase Agreement may dilute NioCorp Shareholders.

If the Equity Facility is approved by NioCorp Shareholders, a significant number of the NioCorp Common Shares would become potentially issuable to the Investors under the Yorkville Equity Facility Financing Agreement. Additionally, the lower the market or trading price of the NioCorp Common Shares in the future, the greater the number of NioCorp Common Shares would become potentially issuable to the Investors. Factors both within and beyond NioCorp’s control could cause the market or trading price of the NioCorp Common Shares to decline, even significantly, in the future. As a result, existing NioCorp Shareholders will have their positions significantly diluted by the potential increase in additional outstanding NioCorp Common Shares to the Investors.

The issuance and future sale of NioCorp Common Shares could adversely affect the market price.

If the Equity Facility is completed, and subject to the terms of the Yorkville Equity Facility Financing Agreement, the potential issuance of NioCorp Common Shares to the Investors, the sale of NioCorp Common Shares in the public market from time to time, and any disclosures to be made by NioCorp relating thereto, could depress the market price for NioCorp Common Shares.

The Investors may engage in resales or other hedging strategies.

If the Equity Facility is completed, the Investors may engage in resales or other hedging strategies to reduce or eliminate investment risks associated with a drawdown. Any such transactions could have a significant effect on the market price of the NioCorp Common Shares.

If the Standby Equity Purchase Agreement is terminated or the Equity Facility is not consummated, there could be a potential material adverse effect on NioCorp.

If the Equity Facility is not completed, the market price of the NioCorp Common Shares may decline to the extent that the market price reflects a market assumption that the Equity Facility will be completed. If the Equity Facility is not completed and the NioCorp Board decides to seek an equity line of credit from another strategic investor, there can be no assurance that it will be able to find an investor of equal interest as the Investors or a party that would be willing to consummate a transaction on terms as favorable as the Equity Facility. Failure by NioCorp to have access to financing on the terms and conditions of the Equity Facility may be materially adverse to NioCorp.

There is a potential for the Investors to exercise significant influence on the operations of NioCorp because of the potential increase in voting power if the Equity Facility is approved.

If NioCorp Shareholders approve the Yorkville Equity Facility Financing Proposal, and NioCorp Common Shares under the Equity Facility are subscribed for and held, and not re-sold, by the Investors, the Investors’ voting power in NioCorp will increase. Accordingly, the Investors may potentially have the ability to exercise an increased influence on NioCorp’s decisions as compared to other NioCorp Shareholders.

NioCorp may be a “passive foreign investment company” for the current taxable year and for one or more future taxable years, which may result in materially adverse U.S. federal income tax consequences for U.S. investors.

If NioCorp is a passive foreign investment company (“PFIC”) for any taxable year, or portion thereof, that is included in the holding period of a U.S. holder of NioCorp Common Shares or NioCorp Assumed Warrants, such U.S. holder may be subject to certain adverse U.S. federal income tax consequences and additional reporting requirements. Although NioCorp believes it was classified as a PFIC during its taxable years ended June 30, 2022 and June 30, 2021, based on the current composition of its income and assets, as well as current business plans and financial expectations, NioCorp does not currently expect to be treated as a PFIC for the taxable year in which the Transactions occur or any foreseeable future taxable years. However, this conclusion is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to change. In addition, it is possible notwithstanding NioCorp’s conclusion that the IRS could assert, and that a court could sustain, a determination that NioCorp is a PFIC. Accordingly, there can be no assurance that NioCorp will not be treated as a PFIC for any taxable year. For a more detailed description of the possibility of NioCorp (or its subsidiaries) qualifying as a PFIC and the consequences thereof, see the section entitled “Material U.S. Federal Income Tax Considerations With Respect to the Redemption and the Transactions — Tax Considerations for U.S. Holders in Respect of Ownership of NioCorp Common Shares and NioCorp Assumed Warrants.” Each holder of NioCorp Common Shares or NioCorp Assumed Warrants should consult its own tax advisors regarding the PFIC rules and the U.S. federal income tax consequences of the acquisition, ownership, and disposition of such securities.

The Transactions could result in NioCorp becoming subject to materially adverse U.S. federal income tax consequences.

Section 7874 and related sections of the Code provide for certain adverse tax consequences when the stock of a U.S. corporation is acquired by a non-U.S. corporation in certain transactions in which former shareholders of the U.S. corporation come to own 60% or more of the stock of the non-U.S. corporation (by vote or value, and applying certain specific counting and ownership rules). These adverse tax consequences include (i) potential additional required gain recognition by the U.S. corporation, (ii) treatment of certain payments to the non-U.S. corporation that reduce gross income as “base erosion payments,” (iii) an excise tax on certain options and stock-based compensation of the U.S. corporation, (iv) disallowance of “qualified dividend” treatment for distributions by the non-U.S. corporation, and (v) if former shareholders of the U.S. corporation come to own 80% or more of the stock of the non-U.S. corporation, treatment of the non-U.S. corporation as a U.S. corporation subject to U.S. federal income tax on its worldwide income (in addition to any tax imposed by non-U.S. jurisdictions). If the Transactions result in the application of any of these, or any other, adverse tax consequences, NioCorp could incur significant additional tax costs. While NioCorp currently does not believe the Transactions will cause such adverse tax consequences as a result of section 7874 and related sections of the Code, this determination is subject to significant legal and factual uncertainty. NioCorp has not sought and will not seek any rulings from the IRS as to the tax treatment of any of the Transactions, and the closing of the Transactions is not conditioned upon receiving a ruling from any tax authority or opinion from any tax advisor in regards to any particular tax treatment. Further, there can be no assurance that your tax advisor, the IRS, or a court, will agree with the position that NioCorp is not subject to these adverse tax consequences. For further detail regarding the application of section 7874 of the Code to the Transactions, see the section entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations With Respect to the Redemption and the Transactions—Inversion Considerations and Tax Residence of NioCorp for U.S. Federal Income Tax Purposes.”

Risk Factors Related to NioCorp

NioCorp’s business is and will be subject to the risks described above. In addition, NioCorp is, and will continue to be, subject to the risks described in NioCorp’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, as such risks may be updated or supplement in NioCorp’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 10-K, each of which are filed with the SEC and applicable Canadian securities regulatory authorities and incorporated by reference in this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information.”

Risks Relating to Redemption

GX does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for GX to complete the Transactions even if a substantial majority of GX Stockholders redeem their shares.

The GX Existing Charter does not provide a specified maximum redemption threshold, except that GX will only redeem its GX Class A Shares so long as (after such redemption) the net tangible assets of NioCorp and its subsidiaries (including GX, as the surviving company of the Second Merger) will be at least $5,000,001 either immediately prior to or upon consummation of the Transactions and after payment of underwriter’s fees and commissions (such that GX is not subject to the SEC’s “penny stock” rules). As a result, GX may be able to complete the Transactions even if a substantial majority of the GX Public Stockholders redeem their shares. In the event the aggregate cash consideration GX would be required to pay for all GX Class A Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination Agreement exceed the aggregate amount of cash available to GX, GX will not complete the Transactions or redeem any shares, all GX Class A shares submitted for redemption will be returned to the holders thereof, and GX instead may search for an alternate business combination.

If GX Stockholders fail to receive notice of GX’s offer to redeem the GX Class A Shares in connection with the Transactions, or fail to comply with the procedures for tendering their shares, such shares may not be redeemed.

GX will comply with the proxy rules when conducting redemptions in connection with the Transactions. Despite GX’s compliance with these rules, if a stockholder fails to receive GX’s proxy materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials that GX will furnish to holders of the GX Class A Shares in connection with the Transactions will describe the various procedures that must be complied with in order to validly redeem GX Class A Shares. For example, GX may require the GX Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to GX’s transfer agent up to two business days prior to the vote on the proposal to approve the Transactions in the event GX distributes proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

If a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of the issued and outstanding GX Class A Shares, such stockholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding GX Class A Shares.

The GX Existing Charter provides that a GX Stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the shares of GX Common Stock sold in the IPO without GX’s prior consent, which GX refers to as the “Excess Shares.” However, GX will not be restricting its stockholders’ ability to vote all of their shares (including Excess Shares) for or against the Transactions. The inability of a stockholder to redeem an aggregate of more than 15% of the shares of GX Common Stock sold in the IPO will reduce its influence over GX’s ability to consummate its initial business combination and such stockholder could suffer a material loss on its investment in GX if it sells such excess shares in open market transactions. Additionally, the stockholder will not receive redemption distributions with respect to the Excess Shares if GX completes the Transactions. As a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its shares in open market transactions, potentially at a loss.

There is no guarantee that a GX Stockholder’s decision to invest in NioCorp through the Transactions or, alternatively, to redeem its GX Common Stock for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

GX can give no assurance as to the price at which GX Stockholders may be able to sell, in the future, the securities issued to or otherwise held by GX Stockholders following a business combination, including the Transactions. A stockholder that does not redeem its GX Common Stock will, following the Transactions, bear the risk of ownership of the NioCorp Common Shares issued in exchange for GX Common Stock, and there can be no assurance that a shareholder will be able to sell such NioCorp Common Shares in the future for a greater amount than the redemption price set forth herein. Similarly, events following the consummation of the Transactions may cause an increase in the public trading price of the NioCorp Common Shares issued to GX Stockholders following the Transactions.

If GX Stockholders fail to comply with the redemption requirements specified herein, they will not be entitled to redeem their GX Common Stock for a pro rata portion of the funds held in the GX Trust Account.

In order to exercise your redemption rights, you must, (i) (A) hold GX Class A Shares, or (B) if you hold GX Class A Shares through GX Units, elect to separate your GX Units into the underlying GX Class A Shares and GX Public Warrants prior to exercising your redemption rights with respect to the GX Class A Shares and (ii) prior to 5:00 p.m. Eastern time on                     , 2022 (two business days before the GX Stockholder Meeting), (A) submit a written request to GX’s transfer agent that GX redeem your GX Class A Shares for cash and (B) deliver your stock to GX’s transfer agent physically or electronically through DTC. For more information about how GX Stockholders may exercise their redemption rights, see the question entitled “How do I exercise my redemption rights?”

If third parties bring claims against GX, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.

GX’s placing of funds in the Trust Account may not protect those funds from third-party claims against GX. Although GX has sought to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements with GX waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the GX Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against GX’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, GX’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to GX than any alternative. Marcum LLP, GX’s independent registered public accounting firm, and the underwriters of its IPO will not execute agreements waiving such claims to the monies held in the trust account.

Examples of possible instances where GX may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with GX and will not seek recourse against the Trust Account for any reason. Upon redemption of the GX Class A Shares, if GX is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, GX will be required to provide for payment of claims of creditors that were not waived that may be brought against GX within the 10 years following redemption. Accordingly, the per-share redemption amount received by GX Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. The Sponsor has agreed that it will be liable to GX if and to the extent any claims by a third-party for services rendered or products sold to GX, or a prospective target business with which GX has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under GX’s indemnity of the underwriter of GX’s IPO against certain liabilities, including liabilities under the Securities Act. However, GX has not asked the Sponsor to reserve for such indemnification obligations, nor has GX independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of GX. Therefore, it is unlikely that GX’s Sponsor would be able to satisfy those obligations. None of GX’s officers or directors will indemnify GX for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

The securities in which GX invests the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by GX Public Stockholders may be less than $10.00 per share.

The proceeds held in the Trust Account are invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that GX is unable to complete its initial business combination or make certain amendments to the GX Existing Charter, GX Public Stockholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account, plus any interest income not released to GX, net of taxes payable. Negative interest rates could impact the per-share redemption amount that may be received by GX Public Stockholders.

The U.S. federal income tax treatment of the redemption of GX Common Stock as a sale of such GX Common Stock depends on a shareholder’s specific facts.

The U.S. federal income tax treatment of a redemption of GX Common Stock to a particular shareholder electing to redeem GX Common Stock will depend on whether the redemption qualifies as a sale of such GX Common Stock under section 302(a) of the Code, which will depend largely on the total number of shares of GX Common Stock treated as held by the shareholder (including any stock constructively owned by the holder, including as a result of owning Private Placement Warrants or GX Public Warrants) relative to all of the stock of GX outstanding before and after the redemption. If such redemption is not treated as a sale of GX Common Stock for U.S. federal income tax purposes, the redemption will instead be treated as a corporate distribution. For more information about the U.S. federal income tax treatment of the redemption of GX Common Stock, see the section entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations With Respect to the Redemption and the Transactions—Treatment of U.S. Holders Exercising Redemption Rights With Respect to GX Class A Shares.”

The Excise Tax included in the Inflation Reduction Act of 2022 may impose a significant tax liability on GX after the Business Combination.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other changes, generally imposes a 1% excise tax on the fair market value of stock repurchased by certain publicly-traded domestic corporations beginning in 2023, subject to certain exceptions and adjustments (the “Excise Tax”). Because GX is a publicly-traded Delaware corporation, the Excise Tax may apply to any redemptions of GX Common Stock after December 31, 2022, including redemptions occurring in connection with the Transactions, unless an exception is available. Issuances of stock by GX in connection with the Transactions may reduce the amount of the Excise Tax resulting from such redemptions. After the Business Combination, GX will be an indirect subsidiary of NioCorp and any liability of GX for Excise Tax may reduce funds otherwise available for distribution or for use in the business of the Combined Company and may decrease the value of the Combined Company. The effect of the Excise Tax on GX and the Combined Company remains uncertain at this time due to the recent enactment of the Excise Tax and the potential impact of future regulations or other guidance relating to the Excise Tax.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is provided to aid you in your analysis of the financial aspects of the Transactions. This information should be read together with NioCorp’s and GX’s financial statements and related notes, the sections entitled “Selected Historical Consolidated Financial and Other Data,” “GX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial information, in each case, contained elsewhere in or incorporated by reference into this joint proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of NioCorp and GX as adjusted to give effect to the Transactions (including the Yorkville Financings). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosure about Acquired and Disposed Businesses.”

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and accompanying notes, which are included in or incorporated by reference into this joint proxy statement/prospectus:

The Transactions will be accounted for as a recapitalization in accordance with GAAP. Under this method of accounting, GX will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on:

Accordingly, the Transactions will be treated as a capital transaction of the issuance of NioCorp Common Shares for the net assets of GX, accompanied by a recapitalization. The net assets of GX will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of NioCorp.

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 combines the historical consolidated balance sheet of NioCorp as of June 30, 2022 and the historical balance sheet of GX as of June 30, 2022 on a pro forma basis as if the Transactions, summarized below, had been consummated on June 30, 2022.

The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2022 combines the historical consolidated statement of operations of NioCorp for the fiscal year ended June 30, 2022 and the aggregated historical statement of operations of GX for the six month period from July 1, 2021 through December 31, 2021 and for the six month period from January 1, 2022 through June 30, 2022 on a pro forma basis as if the Transactions, summarized below, had been consummated on July 1, 2021, the beginning of the earliest period presented.

This unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to indicate the results that would have been obtained had the Transactions actually been completed on the assumed date or for the periods presented, nor which may be realized or expected in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. See “Notes to the Unaudited Pro Forma Condensed Combined Financial Information.” Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information. See “Cautionary Statement Regarding Forward-Looking Statements.”

Description of the Transactions

On September 25, 2022, NioCorp entered into the Business Combination Agreement with GX and Merger Sub. Pursuant to the Business Combination Agreement, among other things, the following transactions will occur. Merger Sub will merge with and into GX, with GX surviving the merger (the “First Merger”). Upon consummation of the First Merger, each GX Class A Share that is held by a GX Public Stockholder who has not elected to exercise their redemption rights shall be converted into a First Merger Class A Share. Immediately following the First Merger, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares (the “Exchange”). Immediately following the Exchange, the First Merger Class A Shares then held by NioCorp will be contributed to Intermediate Holdco, a direct, wholly owned subsidiary of NioCorp, in exchange for additional shares of Intermediate Holdco (the “Contribution”). Immediately following the Contribution, ECRC will merge with and into the GX, with GX surviving the merger (the “Second Merger”) as a direct subsidiary of Intermediate Holdco.

Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each Class B share in GX (other than certain shares that may be forfeited in accordance with the GX Support Agreement) will be converted into one share of Class B common stock in GX (the “First Merger Class B Shares”), as the surviving company in the First Merger. Upon consummation of the Second Merger, each of the First Merger Class B Shares will be converted into 11.1829212 Class B common shares of GX (each a “Second Merger Class B Share”), as the surviving company in the Second Merger. Each Second Merger Class B Share will be exchangeable into NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement as further discussed in Note 4 of the Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Each GX Warrant that is issued and outstanding immediately prior to the Exchange Time will be converted into one NioCorp Assumed Warrant pursuant to the GX Warrant Agreement. Each NioCorp Assumed Warrant will be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Assumed Warrant will be equal to the number of shares of GX Common Stock subject to the applicable GX Warrant multiplied by 11.1829212, with the applicable exercise price adjusted accordingly.

Following the effective time of the Second Merger, NioCorp will effectuate a reverse stock split of the issued NioCorp Common Shares, and GX will effectuate a proportionate reverse stock split of the Second Merger Class A Shares and the Second Merger Class B Shares at a to-be-determined ratio.

As a result of the Transactions, GX will become a subsidiary of NioCorp, each GX Public Stockholder who does not elect to exercise their redemption rights will ultimately be issued NioCorp Common Shares and each GX Warrant will be converted into a NioCorp Assumed Warrant.

The value of the aggregate equity value of the outstanding GX Class A Shares and GX Class B Shares before the Transactions and prior to redemptions was determined to be $343.5 million, based on the pro rata redemption amount per share as of June 30, 2022 of approximately $10.00 per share.

The unaudited pro forma condensed combined financial information contained herein assumes that NioCorp Shareholders and the GX Stockholders approve the NioCorp Proposals and the GX Proposals necessary to effect the Transactions, as applicable.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of GX Class A Shares:

Potentially dilutive instruments and Class B equity are discussed below in Note 3 - Loss Per Share and Note 4 – Second Merger Class B Shares, respectively, of the Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

The following unaudited pro forma condensed combined balance sheet as of June 30, 2022 and the unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2022 are based on the historical financial statements of NioCorp and GX. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information. If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information that follows will be different, and those changes could be material.

See accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information