Securities Registration: Business Combination (s-4)

As filed with the Securities and Exchange Commission on November 7, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NioCorp Developments Ltd.

(Exact name of registrant as specified in its charter)

British Columbia, Canada	1000	98-1262185
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

7000 South Yosemite Street, Suite 115

Centennial, CO 80112

(855) 264-6267

(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

13^th Floor

New York, New York 10011

(800) 624-0909

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

With copies to:

Christopher M. Kelly

Joel T. May

Andrew C. Thomas

Jones Day

1221 Peachtree Street, N.E.

Suite 400

Atlanta, Georgia 30361

(404) 581-8967

Bob Wooder

Kyle Misewich

Blake, Cassels & Graydon LLP

595 Burrard Street

Suite 2600

Vancouver, British Columbia

V7X 1L3

C. Michael Chitwood
Michael A. Civale
Skadden, Arps, Slate,
Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Tel: (212) 735-3000

Robert Carelli

David Tardif

Stikeman Elliott LLP

1155 René-Lévesque West
Suite 4100

Montréal, Québec

H3B 3V2

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effectiveness of this registration statement and upon completion of the transactions described in the enclosed joint proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☐

Accelerated Filer

☐

Non-Accelerated Filer

☒

Smaller Reporting Company

☒

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

	Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	☐
	Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this document is not complete and may be changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities, and is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED NOVEMBER 7, 2022

BUSINESS COMBINATION PROPOSED—YOUR VOTE IS VERY IMPORTANT



Management Information and Proxy Circular and Prospectus of	Proxy Statement of

NIOCORP DEVELOPMENT LTD.	GX ACQUISITION CORP. II

To the Shareholders of NioCorp Developments Ltd. and the Stockholders of GX Acquisition Corp. II:

On September 25, 2022, NioCorp Developments Ltd., a company organized under the laws of the Province of British Columbia (“NioCorp”), GX Acquisition Corp. II, a Delaware corporation (“GX”), and Big Red Merger Sub Ltd, a Delaware corporation and a direct, wholly owned subsidiary of NioCorp (“Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, among other transactions, the following transactions will occur: (i) Merger Sub will merge with and into GX, with GX surviving the merger (the “First Merger”); (ii) all Class A shares in GX (the “GX Class A Shares”) that are held by stockholders (the “GX Public Stockholders”) who have not elected to exercise their redemption rights in connection with the Transactions shall be converted into shares of Class A common stock in GX (such shares, the “First Merger Class A Shares”), as the surviving company in the First Merger; (iii) NioCorp will purchase all First Merger Class A Shares in exchange for common shares, no par value, of NioCorp (“NioCorp Common Shares”) (the “Exchange”); (iv) NioCorp will assume the GX Warrant Agreement and each GX Warrant that was issued and outstanding immediately prior to the effective time of the Exchange will be converted into a warrant to acquire NioCorp Common Shares (a “NioCorp Assumed Warrant”); (v) all of the First Merger Class A Shares will be contributed by NioCorp to 0896800 B.C. Ltd., a company organized under the laws of the Province of British Columbia and a direct, wholly owned subsidiary of NioCorp (“Intermediate Holdco”), in exchange for additional shares of Intermediate Holdco, resulting in GX becoming a direct subsidiary of Intermediate Holdco; (vi) Elk Creek Resources Corporation, a Nebraska corporation and a direct, wholly owned subsidiary of Intermediate Holdco (“ECRC”), will merge with and into GX, with GX surviving the merger as a direct subsidiary of Intermediate Holdco (the “Second Merger”); and (vii) following the effective time of the Second Merger, each of NioCorp and GX, as the surviving company of the Second Merger, will effectuate a reverse stock split with the ratio to be mutually agreed by the parties. We refer to the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements collectively as the “Transactions.” As a result of the Transactions, GX will become a subsidiary of NioCorp. Capitalized terms used in this letter but not otherwise defined have the meanings given to them in the accompanying joint proxy statement/prospectus. See “Frequently Used Terms.”

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. 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.

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 (such shares, 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 shall 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.

Pursuant to the Business Combination Agreement, in connection with the First Merger and the assumption by NioCorp of the GX Warrant Agreement, each GX Warrant that is issued and outstanding immediately prior to the Exchange Time shall be converted into one NioCorp Assumed Warrant pursuant to the GX Warrant Agreement. Each NioCorp Assumed Warrant shall be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Assumed Warrant shall 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 Second Merger Class B Shares at a to-be-determined ratio.

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).

The accompanying joint proxy statement/prospectus constitutes a prospectus of NioCorp with respect to the registration of 594,558,645 NioCorp Common Shares and 15,666,667 NioCorp Assumed Warrants issuable to GX Securityholders pursuant to the Business Combination Agreement.

In connection with the Transactions, NioCorp has also entered into non-binding letters of intent to undertake the following private placement financings with Yorkville Advisors Global, LP ("Yorkville"): (i) $16,000,000 of unsecured convertible debentures of NioCorp convertible into NioCorp Common Shares and NioCorp Common Share purchase warrants entitling the holders thereof to purchase additional NioCorp Common Shares; and (ii) a standby equity purchase facility (the “Equity Facility”) pursuant to which NioCorp would have the right, but not the obligation, to sell NioCorp Common Shares to Yorkville with a maximum aggregate value of $65,000,000 (together, the “Yorkville Financings”). Once completed, the Yorkville Financings could provide NioCorp with access to up to an additional $80,360,000, before related expenses payable by the Company.

The NioCorp Common Shares are traded on the Toronto Stock Exchange (the “TSX”) under the symbol “NB” and on the OTC Markets trading platform under the symbol “NIOBF.” GX units, GX Class A Shares and public GX Warrants are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”), under the symbols “GXIIU,” “GXII” and “GXIIW,” respectively. NioCorp currently anticipates that, following the Transactions, the NioCorp Common Shares will trade on Nasdaq under the symbol “[●]” and will continue to trade on the TSX under the symbol “NB.” In addition, NioCorp anticipates that, following the Transactions, the NioCorp Assumed Warrants will trade on Nasdaq under the symbol “[●].” NioCorp intends to apply for listing of the NioCorp Common Shares and NioCorp Assumed Warrants on Nasdaq and to apply for listing of the NioCorp Common Shares to be issued in connection with the Transactions and the Yorkville Financings on the TSX. Neither Nasdaq nor TSX has conditionally approved any NioCorp listing application and there is no assurance that such exchanges will approve any listing application.

NioCorp will hold a special meeting of shareholders (the “NioCorp Shareholder Meeting”), and GX will hold a special meeting of stockholders (the “GX Stockholder Meeting”), to vote on the proposals necessary to complete the Transactions. We encourage you to obtain current quotes or trading prices for your NioCorp or GX securities before voting at the NioCorp Shareholder Meeting or the GX Stockholder Meeting.

At the NioCorp Shareholder Meeting, NioCorp Shareholders will be asked to consider and approve (i) the issuance of NioCorp Common Shares in connection with the Transactions (the “Share Issuance Proposal”), (ii) the issuance of NioCorp Common Shares in connection with the Yorkville Equity Facility Financing (the “Yorkville Equity Facility Financing Proposal”), (iii) the issuance of NioCorp Common Shares in connection with the Yorkville Convertible Debt Financing (the “Yorkville Convertible Debt Financing Proposal”), (iv) with or without amendment, an amendment to the NioCorp Articles to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of NioCorp Shareholders (the “Quorum Amendment Proposal”), and (v) a proposal to adjourn the NioCorp Shareholder Meeting to a later date to permit further solicitation and vote of proxies, if necessary (collectively, the “NioCorp Proposals”). Approval of each of these proposals requires the affirmative vote of a majority of votes cast by NioCorp Shareholders entitled to vote thereon and present in person or represented by proxy at the NioCorp Shareholder Meeting. The NioCorp Board recommends that NioCorp Shareholders vote “FOR” each of the NioCorp Proposals to be considered at the NioCorp Shareholder Meeting.

At the GX Stockholder Meeting, GX Stockholders will be asked to consider and approve (i) the Transactions, (ii) the material changes in the proposed amendments to the current Amended and Restated Certificate of Incorporation of GX (the “GX Existing Charter”), the GX Charter Amendment (to be effective immediately prior to the effective time of the First Merger) and the GX Proposed Charter as a whole, which includes the approval of all other changes in the GX Proposed Charter that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing, and (iii) a proposal to adjourn the GX Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the GX Stockholder Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for a vote (collectively, the “GX Proposals”). The GX Board recommends that GX Stockholders vote “FOR” each of the GX Proposals to be considered at the GX Stockholder Meeting.

Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend your company’s respective meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares at the applicable meeting.

The accompanying joint proxy statement/prospectus provides you with important information about NioCorp, GX, the Transactions, the Business Combination Agreement and the meetings and incorporates important business and financial information about NioCorp and GX that is not included or delivered with the accompanying joint proxy statement/prospectus. This information is available without charge to security holders upon written or oral request. The request should be sent to NioCorp Developments Ltd., 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112, (855) 264-6267 Attn: Corporate Secretary or GX Acquisition Corp. II, 1325 Avenue of the Americas, 28th Floor, New York, NY 10019, Attn: Michael G. Maselli. To obtain timely delivery of requested materials, security holders must request the information no later than five business days before the date they submit their proxies or attend the special meeting. The latest date to request the information to be received timely is , .

We encourage you to read the entire document carefully, particularly the information under “Risk Factors” beginning on page [●] for a discussion of certain risks relevant to the Transactions.

We look forward to the successful completion of the Transactions.

Sincerely,

Mark A. Smith	Jay R. Bloom
Chief Executive Officer	Co-Chairman and Chief Executive Officer
NioCorp Developments Ltd.	GX Acquisition Corp. II

Neither the U.S. Securities and Exchange Commission, any U.S. state or Canadian provincial or territorial securities commissions, nor similar securities regulatory authority has approved or disapproved of the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated , 2022 and is first being mailed or otherwise delivered to NioCorp Shareholders and GX Stockholders on or about , 2022.

NIOCORP DEVELOPMENTS LTD.

7000 SOUTH YOSEMITE STREET, SUITE 115

CENTENNIAL, CO 80112

(720) 639-4647

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON , 2022

NOTICE IS HEREBY GIVEN THAT a special meeting of shareholders (the “NioCorp Shareholder Meeting”) of NioCorp Developments Ltd. (“NioCorp”) will be held on , 2022, at at 7000 South Yosemite Street, Centennial, CO 80112 for the following purposes:

●

Proposal No. 1 — The “Share Issuance Proposal” — to approve the issuance of common shares of NioCorp in connection with the transactions contemplated by the Business Combination Agreement, dated September 25, 2022 (as may be amended from time to time, the “Business Combination Agreement”), by and among GX Acquisition Corp. II, a Delaware corporation (“GX”), NioCorp, and Big Red Merger Sub Ltd, a Delaware corporation and a direct, wholly owned subsidiary of NioCorp. We refer to the transactions contemplated by the Business Combination Agreement collectively as the “Transactions.” The Business Combination Agreement is attached as Annex A to, and is described in more detail in, the accompanying joint proxy statement/prospectus;

●

Proposal No. 2 — The “Yorkville Equity Facility Financing Proposal” — to approve the issuance of common shares of NioCorp in connection with the transaction contemplated by the Yorkville Equity Facility Financing Agreement, dated [●], 2022 (the “Yorkville Equity Facility Financing Agreement”), between NioCorp and Yorkville;

●

Proposal No. 3 — The “Yorkville Convertible Debt Financing Proposal” — to approve the issuance of common shares of NioCorp in connection with the transactions contemplated by the Yorkville Convertible Debt Financing Agreement, dated [●], 2022 (the “Yorkville Convertible Debt Financing Agreement”), between NioCorp and Yorkville;

●

Proposal No. 4 — The “Quorum Amendment Proposal” — to approve, with or without amendment, an amendment to the NioCorp Articles to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of NioCorp Shareholders, the form of which amendment to the Articles is attached as Annex B to the accompanying joint proxy statement/prospectus; and

●

Proposal No. 5 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the NioCorp Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the NioCorp Shareholder Meeting, there are not sufficient votes to approve one or more proposal presented to shareholders for vote.

The approval of each of these proposals requires the affirmative vote of a majority of votes cast by NioCorp Shareholders entitled to vote thereon and present in person or represented by proxy at the NioCorp Shareholder Meeting. We cannot complete the Transactions unless each of the Share Issuance Proposal and the Quorum Amendment Proposal are approved at the NioCorp Shareholder Meeting. We cannot complete the Yorkville Convertible Debt Financing if the Yorkville Convertible Debt Financing Proposal is not approved at the NioCorp Shareholder Meeting, and we cannot complete the Yorkville Equity Facility Financing if the Yorkville Equity Facility Financing Proposal is not approved at the NioCorp Shareholder Meeting.

Being made available along with this Notice of Meeting are (i) the Management Information and Proxy Circular included as part of the accompanying joint proxy statement/prospectus and (ii) a form of proxy and notes thereto (together, the “NioCorp Meeting Materials”).

The NioCorp Board of Directors has unanimously resolved (i) that the Transactions are fair to the NioCorp Shareholders and (ii) that the Transactions and entering into of the Business Combination Agreement, the other ancillary agreements contemplated thereby, the Yorkville Equity Facility Financing Agreement and the Yorkville Convertible Debt Financing Agreement are in the best interests of NioCorp and unanimously recommends that NioCorp Shareholders vote “FOR” each proposal. The accompanying joint proxy statement/prospectus provides a detailed description of the Business Combination Agreement and the related agreements and Transactions. We urge you to read the accompanying joint proxy statement/prospectus, including any documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes carefully and in their entirety.

The NioCorp Board of Directors has fixed , 2022 as the record date for the NioCorp Shareholder Meeting. NioCorp Shareholders at the close of business on , 2022, will be entitled to receive notice of, attend, and vote at the NioCorp Shareholder Meeting.

YOUR VOTE IS VERY IMPORTANT. If you are a registered shareholder of NioCorp and are unable to attend the NioCorp Shareholder Meeting, you may vote: (i) via the Internet; (ii) by calling a toll-free telephone number; or (iii) if you received your proxy materials by mail, by dating and executing the form of proxy for the NioCorp Shareholder Meeting and depositing it by hand delivery or by mail with Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or by facsimile to 1-866-249-7775 (within North America) or 1-416-263-9524 (outside North America). Instructions for telephone and Internet voting are included in the notice that NioCorp mailed to shareholders on or about , 2022. All instructions are also listed in the form of proxy and notes thereto. Your proxy or voting instructions must be received in each case no later than , Mountain time, on , 2022, or no later than 48 hours before the NioCorp Shareholder Meeting is reconvened following any adjournment or postponement.

If you are a non-registered shareholder of NioCorp and receive these materials through your broker or another intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker or such other intermediary.

The NioCorp Meeting Materials are first being made available to shareholders of NioCorp on or about , 2022.

DATED at Centennial, Colorado, this day of , 2022.


	By Order of the Board of Directors,



	Mark A. Smith
	Chief Executive Officer

GX ACQUISITION CORP. II

1325 Avenue of the Americas, 28th Floor,
New York, NY, 10019

(212) 616-3700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON , 2022

To the Stockholders of GX Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “GX Stockholder Meeting”) of GX Acquisition Corp. II, a Delaware corporation (“GX”, “we”, “our” or “us”), will be held on , 2022, at , Eastern time, via live webcast at the following address: . You will need the 12-digit meeting control number that is printed on your proxy card to enter the GX Stockholder Meeting. GX recommends that you log in at least 15 minutes before the GX Stockholder Meeting to ensure you are logged in when the GX Stockholder Meeting starts. Please note that you will not be able to attend the GX Stockholder Meeting in person. You are cordially invited to attend the GX Stockholder Meeting for the following purposes:

●

Proposal No. 1 — The “Business Combination Proposal” — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated September 25, 2022 (as may be amended from time to time, the “Business Combination Agreement”), by and among GX, NioCorp Developments Ltd., a company organized under the laws of the Province of British Columbia (“NioCorp”), and Big Red Merger Sub Ltd, a Delaware corporation and a direct wholly owned subsidiary of NioCorp (“Merger Sub”), and the transactions contemplated thereby, pursuant to which, among other transactions, the following transactions will occur: (i) Merger Sub will merge with and into GX, with GX surviving the merger (the “First Merger”); (ii) all Class A shares in GX (the “GX Class A Shares”) that are held by stockholders (the “GX Public Stockholders”) who have not elected to exercise their redemption rights in connection with the Transactions (as defined below) shall be converted into shares of Class A common stock in GX (such shares, the “First Merger Class A Shares”), as the surviving company in the First Merger; (iii) NioCorp will purchase all First Merger Class A Shares in exchange for common shares of NioCorp (“NioCorp Common Shares”) (the “Exchange”); (iv) NioCorp will assume the GX Warrant Agreement and each GX Warrant (each as defined below) that was issued and outstanding immediately prior to the effective time of the Exchange will be converted into a warrant to acquire NioCorp Common Shares (a “NioCorp Assumed Warrant”); (v) all of the First Merger Class A Shares will be contributed by NioCorp to 0896800 B.C. Ltd., a company organized under the laws of the Province of British Columbia and a direct, wholly owned subsidiary of NioCorp (“Intermediate Holdco”), in exchange for additional shares of Intermediate Holdco, resulting in GX becoming a direct subsidiary of Intermediate Holdco; (vi) Elk Creek Resources Corporation, a Nebraska corporation and a direct, wholly owned subsidiary of Intermediate Holdco (“ECRC”), will merge with and into GX, with GX surviving the merger as a direct subsidiary of Intermediate Holdco (the “Second Merger”); and (vii) following the effective time of the Second Merger, each of NioCorp and GX, as the surviving company of the Second Merger, will effectuate the applicable reverse stock split. We refer to the transactions contemplated by the Business Combination Agreement collectively as the “Transactions”.

●

Proposal No. 2 — The “Charter Amendment Proposal” — to consider and vote upon a proposal to approve the amendment to the current Amended and Restated Certificate of Incorporation of GX (the “GX Existing Charter”), as of immediately prior to the effective time of the First Merger, to remove the automatic conversion of GX Founder Shares into GX Class A Shares (such amendment, the “GX Charter Amendment”). A copy of the GX Charter Amendment is attached to the accompanying joint proxy statement/prospectus as Annex C.

●

Proposal No. 3 through No. 9 — The “Charter Proposal” —

to consider and vote upon separate proposals to approve the following material differences in the proposed updated Amended and Restated Certificate of Incorporation of GX (the “GX Proposed Charter”) that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing. A copy of the GX Proposed Charter is attached to the accompanying joint proxy statement/prospectus as Annex D;

■

to increase the number of authorized shares of GX Class A Shares and GX Founder Shares (Proposal No. 3);

■

to increase the number of authorized shares of preferred stock of GX (Proposal No. 4);

iii

■

to declassify the board of directors from three classes to one class (Proposal No. 5);

■

to provide for the election or removal of directors only upon the vote of holders of GX Class A shares (Proposal No. 6);

■

to require the affirmative vote, approval or consent of the holders of a majority of the GX Founder Shares then held by Exchanging Shareholders (as defined in the Exchange Agreement), voting as a separate class, to amend, alter, change or repeal any provision of the GX Proposed Charter which affects the rights, preferences and privileges of the holders of GX Founder Shares in any material respect (Proposal No. 7);

■

to eliminate certain provisions related to the consummation of an initial business combination that will no longer be relevant following the Closing (such as Article IX, which sets forth various provisions related to our operations as a blank check company prior to the consummation of an initial business combination, including with respect to redemptions and the trust account (the “Trust Account”)) (Proposal No. 8); and

conditioned upon the approval of Proposals No. 3 through No. 8, a proposal to approve the GX Proposed Charter as a whole, which includes the approval of all other changes in the GX Proposed Charter that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing (Proposal No. 9 and together with Proposals No. 3 through No. 8, the “Charter Proposal”).

●

Proposal No. 10 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the GX Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the GX Stockholder Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for a vote.

Only holders of record of GX Class A Shares and GX Founder Shares at the close of business on , 2022 are entitled to notice of the GX Stockholder Meeting and to vote at the GX Stockholder Meeting and any adjournments or postponements of the GX Stockholder Meeting. A complete list of GX’s stockholders of record entitled to vote at the GX Stockholder Meeting will be available for ten days before the GX Stockholder Meeting at GX’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the GX Stockholder Meeting.

Pursuant to the GX Existing Charter, we are providing the holders of GX Class A Shares originally sold as part of the GX Public Units issued in our initial public offering (the “IPO” and such holders, the “GX Public Stockholders”) with the opportunity to redeem, upon the closing of the Transactions (the “Closing”), GX Class A Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account that holds the proceeds (including interest not previously released to GX to pay its taxes) from the IPO and a concurrent private placement of warrants to GX Sponsor II LLC (the “Sponsor”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of , 2022 of approximately $ million, the estimated per share redemption price would have been approximately $ . GX Public Stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote “FOR” the Business Combination Proposal. Notwithstanding the foregoing redemption rights, a GX Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding GX Class A Shares sold in the IPO. Holders of outstanding GX Warrants sold in the IPO, which are exercisable for GX Class A Shares under certain circumstances, do not have redemption rights in connection with the Transactions. GX’s Sponsor, officers and directors have agreed to waive their redemption rights in connection with the consummation of the Transactions with respect to any GX Founder Shares they hold and any GX Class A Shares they may have acquired during or after the IPO. GX Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. Currently, GX’s Sponsor, officers and directors own approximately 20.0% of the outstanding issued and outstanding shares of GX Common Stock, including all of the GX Founder Shares. GX’s Sponsor, officers and directors have agreed to vote any GX Class A Shares and GX Founder Shares owned by them in favor of the Transactions.

We may not consummate the Transactions unless each of the Business Combination Proposal, the Charter Amendment Proposal and the Charter Proposal is approved at the GX Stockholder Meeting. Each GX Proposal other than the Adjournment Proposal is conditioned on the approval of each other GX Proposal other than the Adjournment Proposal. The Adjournment Proposal is not conditioned on the approval of any other GX Proposal set forth in the accompanying joint proxy statement/prospectus.

The Board of Directors of GX has unanimously approved the Business Combination Agreement and the Transactions and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Charter Proposal and “FOR” the Adjournment Proposal.

Your attention is directed to the joint proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Transactions and each of the proposals. You are encouraged to read this joint proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call GX’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

		By Order of the Board of Directors,
, 2022
		Jay R. Bloom Co-Chairman and Chief Executive Officer

TABLE OF CONTENTS

FREQUENTLY USED TERMS	1
ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS	5
PRESENTATION OF FINANCIAL INFORMATION	5
MINERAL RESERVES AND RESOURCES	6
QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS	7
QUESTIONS AND ANSWERS ABOUT THE NIOCORP SHAREHOLDER MEETING	12
QUESTIONS AND ANSWERS ABOUT THE GX STOCKHOLDER MEETING	17
SUMMARY	24
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA	41
COMPARATIVE MARKET PRICE INFORMATION	42
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	43
RISK FACTORS	46
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	64
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	69
COMPARATIVE PER SHARE INFORMATION	74
NIOCORP SPECIAL MEETING OF SHAREHOLDERS	75
NIOCORP PROPOSAL NO. 1 — THE SHARE ISSUANCE PROPOSAL	82
NIOCORP PROPOSAL NO. 2 — THE YORKVILLE EQUITY FACILITY FINANCING PROPOSAL	84
NIOCORP PROPOSAL NO. 3 — THE YORKVILLE CONVERTIBLE DEBT FINANCING PROPOSAL	87
NIOCORP PROPOSAL NO. 4 — THE QUORUM AMENDMENT PROPOSAL	90
NIOCORP PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL	91
GX SPECIAL MEETING OF STOCKHOLDERS	92
GX PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL	98
GX PROPOSAL NO. 2 — THE CHARTER AMENDMENT PROPOSAL	101
GX PROPOSAL NO. 3 THROUGH NO. 9 — THE CHARTER PROPOSAL	101
GX PROPOSAL NO. 10 — THE ADJOURNMENT PROPOSAL	105
THE TRANSACTIONS	106
THE BUSINESS COMBINATION AGREEMENT	138
ANCILLARY AGREEMENTS	147
YORKVILLE FINANCINGS	149
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	153
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	164
INFORMATION ABOUT NIOCORP	169
INFORMATION ABOUT GX	170
GX’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	177
CERTAIN GX RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	182
MANAGEMENT AFTER THE TRANSACTIONS	185

DESCRIPTION OF SECURITIES	193
SHARES ELIGIBLE FOR FUTURE SALE	196
COMPARISON OF SHAREHOLDERS’ RIGHTS	198
SECURITY OWNERSHIP OF CERTAIN GX BENEFICIAL OWNERS AND MANAGEMENT	217
SECURITY OWNERSHIP OF CERTAIN NIOCORP BENEFICIAL OWNERS AND MANAGEMENT	219
ADDITIONAL INFORMATION	221
LEGAL MATTERS	222
EXPERTS	222
WHERE YOU CAN FIND ADDITIONAL INFORMATION	223
INDEX TO FINANCIAL STATEMENTS	F-1

Annex A: Business Combination Agreement	A-1
Annex B: Proposed Amendment to Articles of NioCorp	B-1
Annex C: Proposed GX Charter Amendment	C-1
Annex D: Proposed GX Charter	D-1
Annex E: Opinion of GenCap Mining Advisory Ltd.	E-1
Annex F: Opinion of Scalar, LLC	F-1
Annex G: Form of Registration Rights and Lock-Up Agreement	G-1
Annex H: Form of Exchange Agreement	H-1
Annex I: NioCorp Support Agreement	I-1
Annex J: GX Support Agreement	J-1

FREQUENTLY USED TERMS

“Ancillary Agreements” means, collectively, the Registration Rights and Lock-Up Agreement, the Exchange Agreement, the GX Support Agreement, the NioCorp Support Agreement and the Key Employee Agreements and each other schedule, instrument or certificate contemplated by the Business Combination Agreement or by any of the foregoing.

“BCBCA” means the Business Corporations Act (British Columbia).

“Business Combination Agreement” means the Business Combination Agreement, dated September 25, 2022, by and among GX, NioCorp and Merger Sub, as may be amended from time to time.

“Closing” means the closing of the Transactions.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations issued thereunder.

“Combined Company” means NioCorp following the completion of the Transactions.

“Contribution” means the contribution by NioCorp, immediately following the Exchange Time, of all of the First Merger Class A Shares to Intermediate Holdco in exchange for additional shares in Intermediate Holdco (such time, the “Contribution Time”).

“DGCL” means the Delaware General Corporation Law.

“ECRC” means Elk Creek Resources Corporation, a private Nebraska corporation and a direct wholly owned subsidiary of Intermediate Holdco.

“Equity Facility” means the standby equity purchase facility pursuant to which NioCorp would have the right, but not the obligation, to sell NioCorp Common Shares to Yorkville with a maximum aggregate value of $65,000,000, NioCorp Common Shares.

“Exchange” means the purchase by NioCorp, immediately following the First Merger Effective Time, of all First Merger Class A Shares not held by NioCorp from the holder thereof in exchange for 11.1829212 NioCorp Common Shares per share, as described in the Business Combination Agreement (such time, the “Exchange Time”).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agent” means the exchange agent under the Exchange Agreement, such agent to be agreed upon by GX and NioCorp prior to the Closing.

“Exchange Agreement” means the exchange agreement to be entered into by and among NioCorp, GX and Sponsor at the Closing.

“Exchange Ratio” means 11.1829212.

“First Merger” means the merger of Merger Sub with and into GX, with GX surviving the First Merger as the “First Merger Surviving Company.”

“First Merger Class A Shares” means the issued and outstanding GX Class A Shares that are not Redemption Shares.

“First Merger Effective Time” means the date and time of the filing of the certificate of merger for the First Merger pursuant to Section 252(c) of the DGCL with the Secretary of State of Delaware, or such later time as is specified in such filing.

“GAAP” means the United States generally accepted accounting principles, consistently applied.

“GX” means GX Acquisition Corp. II, a Delaware corporation.

“GX Board” means the Board of Directors of GX.

“GX Bylaws” means the bylaws of GX.

“GX Class A Shares” means the Class A shares of GX.

“GX Common Stock” means, collectively, the GX Class A Shares and the GX Founder Shares.

“GX Existing Charter” means the current Amended and Restated Certificate of Incorporation of GX.

“GX Founder Shares” means the Class B shares of GX, all of which are held by Sponsor.

“GX Founder Warrants” means the share purchase warrants issued to Sponsor at the closing of the IPO.

“GX Proposals” means the special resolution of GX Stockholders to approve (i) the Transactions, (ii) the GX Charter Amendment, the material differences in the GX Proposed Charter, and the GX Proposed Charter as a whole, which includes the approval of all other changes in the GX Proposed Charter that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing, and (iii) a proposal to adjourn the GX Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the GX Stockholder Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for a vote.

“GX Proposed Charter” means the proposed amendment to the Amended and Restated Certificate of Incorporation of GX.

“GX Public Stockholders” means GX Stockholders who hold GX Class A Shares.

“GX Public Units” means the units of GX issued pursuant to the IPO comprised of (a) one GX Class A Share and (b) one-third of a GX Public Warrant.

“GX Public Warrants” means the share purchase warrants of GX entitling the holder thereof to purchase one GX Class A Share included as a component of the GX Public Units.

“GX Securityholders” means the stockholders of GX and the holders of GX Warrants.

“GX Stockholder Meeting” means the special meeting of GX Stockholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Business Combination Agreement, to be called for the purpose of considering and, if thought fit, approving the GX Proposals.

“GX Stockholders” means the stockholders of GX.

“GX Support Agreement” means the Sponsor Support Agreement, dated as of September 25, 2022, by and among Sponsor, in its capacity as a stockholder of GX, GX, NioCorp and the other parties thereto, pursuant to which Sponsor and certain other GX Stockholders agreed, among other things, to vote in favor of each of the GX Proposals.

“GX Warrant Agreement” means the Warrant Agreement, dated March 17, 2021, between GX and Continental Stock Transfer & Trust Company.

“GX Warrants” means the GX Public Warrants and the GX Founder Warrants.

“Intermediate Holdco” means 0896800 B.C. Ltd., a company organized under the laws of the Province of British Columbia and a direct wholly owned subsidiary of NioCorp.

“IRS” means the U.S. Internal Revenue Service.

“Key Employee Agreements” means the employment agreements entered into between NioCorp and certain key employees of NioCorp, the effectiveness of which is conditioned on the occurrence of the Closing.

“Merger Sub” means Big Red Merger Sub Ltd, a Delaware corporation and a direct wholly owned subsidiary of NioCorp.

“Mergers” means, collectively, the First Merger and the Second Merger.

“Nasdaq” means the Nasdaq Stock Market LLC.

“NI 43-101” means National Instrument 43-101 – “Standards of Disclosure for Mineral Projects” of the Canadian Securities Administrators.

“NioCorp” means NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia.

“NioCorp Amended Articles” means the articles of NioCorp, as amended by the amendment attached hereto as Annex B.

“NioCorp Articles” means NioCorp’s articles, as amended, effective as of January 27, 2015.

“NioCorp Assumed Warrants” means the NioCorp Common Share purchase warrants to be issued by NioCorp at the time of the Exchange as a result of the conversion of GX Warrants that are issued and outstanding immediately prior to the Exchange into warrants to acquire NioCorp Common Shares, with each NioCorp Assumed Warrant to be exercisable for a number of NioCorp Common Shares equal to the number of shares of GX Common Stock subject to the applicable GX Warrant multiplied by 11.1829212.

“NioCorp Board” means the Board of Directors of NioCorp.

“NioCorp Common Shares” means the common shares of NioCorp, no par value.

“NioCorp Convertible Debentures” means the unsecured convertible debentures of NioCorp convertible into NioCorp Common Shares to be issued by NioCorp to Yorkville pursuant to the Yorkville Convertible Debt Financing.

“NioCorp Financing Warrants” means the NioCorp Common Share purchase warrants to be issued by NioCorp to Yorkville pursuant to the Yorkville Convertible Debt Financing.

“NioCorp Notice of Articles” means NioCorp’s notice of articles, dated April 5, 2016.

“NioCorp Proposals” means the resolutions of NioCorp Shareholders to approve (i) the Share Issuance Proposal, (ii) the Yorkville Equity Facility Financing Proposal, (iii) the Yorkville Convertible Debt Financing Proposal, (iv) the Quorum Amendment Proposal and (v) the Adjournment Proposal.

“NioCorp Shareholder Meeting” means the special meeting of NioCorp, including any adjournment or postponement of such meeting, to be called for the purpose of considering and, if thought fit, approving the NioCorp Proposals.

“NioCorp Shareholders” means the shareholders of NioCorp.

“NioCorp Support Agreement” means the Company Support Agreement, dated as of September 25, 2022, by and among GX, NioCorp and the NioCorp Shareholders party thereto, pursuant to which such NioCorp Shareholders agreed, among other things, to vote in favor of each of the NioCorp Proposals.

“Quorum Amendment Proposal” means the resolution of NioCorp Shareholders to approve, with or without amendment, an amendment to the NioCorp Articles to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of NioCorp Shareholders.

“Redemption Shares” means the GX Class A Shares held by GX Public Stockholders that are redeemed and cancelled in accordance with the GX Existing Charter.

“Registration Rights and Lock-Up Agreement” means the registration rights and lock-up agreement to be entered into at the Closing by and among NioCorp, certain NioCorp Shareholders, GX, the Sponsor, certain GX Stockholders and the other parties thereto, providing for, among other things, certain registration rights and transfer restrictions contained therein.

“S-K 1300” means Subpart 1300 of Regulation S-K of the Securities Act.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger” means the merger of ECRC with and into the First Merger Surviving Company, with the First Merger Surviving Company surviving the Second Merger as the “Second Merger Surviving Company.”

“Second Merger Effective Time” means the date and time of the filing of the certificate of merger for the Second Merger pursuant to Section 252(c) of the DGCL with the Secretary of State of Delaware, or such later time as is specified in such filing.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Share Issuance Proposal” means the resolution of NioCorp Shareholders to approve the issuance of NioCorp Common Shares issuable (a) pursuant to the Exchange, (b) upon the exchange of the Second Merger Class B Shares and (c) upon the exercise of the NioCorp Assumed Warrants.

“Sponsor” means GX Sponsor II LLC.

“Transactions” means the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

“TSX” means the Toronto Stock Exchange.

“Yorkville” means Yorkville Advisors Global, LP.

“Yorkville Convertible Debt Financing” means the issuance of $16,000,000 of NioCorp Convertible Debentures and NioCorp Financing Warrants to Yorkville pursuant to the Yorkville Convertible Debt Financing Agreement.

“Yorkville Convertible Debt Financing Agreement” means the definitive agreement contemplated by NioCorp, GX and Yorkville in connection with the Yorkville Convertible Debt Financing.

“Yorkville Convertible Debt Financing Proposal” means the resolution of NioCorp Shareholders to approve the issuance of common shares of NioCorp in connection with the Yorkville Convertible Debt Financing.

“Yorkville Equity Facility Financing” means the issuance of NioCorp Common Shares to Yorkville under the Equity Facility pursuant to the Yorkville Equity Facility Financing Agreement.

“Yorkville Equity Facility Financing Agreement” means the definitive agreement contemplated by NioCorp, GX and Yorkville in connection with the Yorkville Equity Facility Financing.

“Yorkville Equity Facility Financing Proposal” means the resolution of NioCorp Shareholders to approve the issuance of common shares of NioCorp in connection with the Yorkville Equity Facility Financing.

“Yorkville Financing Agreements” means the Yorkville Convertible Debt Financing Agreement and the Yorkville Equity Facility Financing Agreement.

“Yorkville Financings” means the Yorkville Convertible Debt Financing and the Yorkville Equity Facility Financing.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333- ) filed with the SEC by NioCorp, constitutes a prospectus of NioCorp under Section 5 of the Securities Act with respect to the NioCorp Common Shares and NioCorp Assumed Warrants issuable to GX Securityholders pursuant to the Business Combination Agreement. This joint proxy statement/prospectus also constitutes (i) a notice of meeting and management information and proxy circular of NioCorp under Section 14(a) of the Exchange Act and under the BCBCA with respect to the NioCorp Shareholder Meeting, at which meeting NioCorp Shareholders will be asked to consider and vote on the NioCorp Proposals and (ii) a notice of meeting and a proxy statement of GX under Section 14(a) of the Exchange Act with respect to the GX Stockholder Meeting, at which meeting GX Stockholders will be asked to consider and vote on the GX Proposals.

You should rely only on the information contained in, or incorporated by reference into, this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated , 2022. The information contained in this joint proxy statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this joint proxy statement/prospectus to GX Stockholders nor the issuance by NioCorp of NioCorp Common Shares or NioCorp Assumed Warrants pursuant to the Business Combination Agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning NioCorp contained in, or incorporated by reference into, this joint proxy statement/prospectus has been provided by NioCorp, and the information concerning GX contained in, or incorporated by reference into, this joint proxy statement/prospectus has been provided by GX.

PRESENTATION OF FINANCIAL INFORMATION

The financial statements of each of NioCorp and GX included elsewhere or incorporated by reference in this joint proxy statement/prospectus have been prepared in accordance with GAAP. Unless otherwise specified, amounts in this joint proxy statement/prospectus are presented in United States (“U.S.”) dollars. Some of NioCorp’s material agreements use Canadian dollars and NioCorp Common Shares, as traded on the TSX, are traded in Canadian dollars. As used herein, “C$” represents Canadian dollars.

On October 31, 2022, NioCorp filed Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (as amended, the “NioCorp Form 10-K”) to restate certain information in NioCorp’s previously issued consolidated financial statements as of and for the fiscal years ended June 30, 2022 and 2021 and the interim periods ended September 30, 2021, December 31, 2021 and March 31, 2022 (collectively, the “Affected Periods”). Any references in this joint proxy statement/prospectus to NioCorp’s consolidated financial statements for any of the Affected Periods refer to such consolidated financial statements as so restated, which restated consolidated financial statements are incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find Additional Information.”

MINERAL RESERVES AND RESOURCES

Unless otherwise indicated, information concerning NioCorp’s mining property included or incorporated by reference into this joint proxy statement/prospectus, including mineral resource and reserve estimates, has been prepared in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy (“CIM”) “Definition Standards – For Mineral Resources and Mineral Reserves, May 10, 2014” (the “CIM Definition Standards”). Beginning with the NioCorp Form 10-K, NioCorp’s mining property disclosures included or incorporated by reference in its SEC filings, including mineral resource and reserve estimates, are required to be prepared in accordance with the requirements of subpart 1300 of Regulation S-K (“S-K 1300”). Previously, NioCorp prepared its estimates of mineral resources and mineral reserves following only NI 43-101 and the CIM Definition Standards. On June 28, 2022, NioCorp issued a CIM-compliant NI 43-101 technical report (the “2022 NI 43-101 Elk Creek Technical Report”) for the Elk Creek Project, which is available through the website maintained by the Canadian Securities Administrators at www.sedar.com. On September 6, 2022, NioCorp filed a technical report summary for the Elk Creek Project that conforms to S-K 1300 reporting standards (the “S-K 1300 Elk Creek Technical Report Summary”) as Exhibit 96.1 to the NioCorp Form 10-K, which is available through the website maintained by the SEC at www.sec.gov. The 2022 NI 43-101 Elk Creek Technical Report and S-K 1300 Elk Creek Technical Report Summary are based on a feasibility study (the “June 2022 Feasibility Study”) prepared by qualified persons (within the meaning of both NI 43-101 and S-K 1300, as applicable) and are substantively identical to one another except for internal references to the regulations under which the report is made, and certain organizational differences. The requirements and standards under Canadian securities laws, however, differ from those under S-K 1300. The terms “mineral resource,” “inferred mineral resource,” “indicated mineral resource,” “mineral reserve,” “probable mineral reserve,” and “proven mineral reserve” included or incorporated by reference herein are used as defined in accordance with NI 43-101 under the CIM Definition Standards. While the terms are substantially similar to the same terms defined under S-K 1300, there are differences in the definitions. Accordingly, there is no assurance any mineral resource or mineral reserve estimates that NioCorp may report under NI 43-101 will be the same as the mineral resource or mineral reserve estimates that NioCorp may report under S-K 1300.

NioCorp discloses estimates of both its mineral resources and mineral reserves. You are cautioned that mineral resources are subject to further exploration and development and are subject to additional risks and no assurance can be given that they will eventually convert to future reserves. Under both regimes, inferred resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility. Investors are cautioned not to assume that any part or all of the inferred resource exists or is economically or legally mineable. See Item 1A, Risk Factors in the NioCorp Form 10-K. Reference should be made to the full text of the 2022 NI 43-101 Elk Creek Technical Report and the S-K 1300 Elk Creek Technical Report Summary for further information regarding the assumptions, qualifications and procedures relating to the estimates of mineral reserves and mineral resources as defined under NI 43-101 and S-K 1300, respectively.

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Transactions. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the Transactions, you should carefully read this entire joint proxy statement/prospectus, including the attached annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” of this joint proxy statement/prospectus.

Why am I receiving this joint proxy statement/prospectus?

On September 25, 2022, NioCorp, GX and Merger Sub entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, among other transactions, the following transactions will occur: (i) Merger Sub will merge with and into GX, with GX surviving the merger, referred to as the First Merger; (ii) all GX Class A Shares that are held by GX Public Stockholders who have not elected to exercise their redemption rights in connection with the Transactions shall be converted into First Merger Class A Shares in GX, as the surviving company in the First Merger; (iii) NioCorp will purchase all First Merger Class A Shares in exchange for NioCorp Common Shares, referred to as the Exchange; (iv) NioCorp will assume the GX Warrant Agreement and each GX Warrant that was issued and outstanding immediately prior to the effective time of the Exchange will be converted into a NioCorp Assumed Warrant; (v) all of the First Merger Class A Shares will be contributed by NioCorp to Intermediate Holdco in exchange for additional shares of Intermediate Holdco, resulting in GX becoming a direct subsidiary of Intermediate Holdco; (vi) ECRC will merge with and into GX, with GX surviving the merger as a direct subsidiary of Intermediate Holdco, referred to as the Second Merger; and (vii) following the effective time of the Second Merger, each of NioCorp and GX, as the surviving company of the Second Merger, will effectuate the applicable reverse stock split. As a result of the Transactions, GX will become a subsidiary of NioCorp.

NioCorp will hold the NioCorp Shareholder Meeting and GX will hold the GX Stockholder Meeting to obtain these approvals and vote on other matters. You are receiving this joint proxy statement/prospectus in connection with the separate solicitations by (i) the NioCorp Board of proxies of NioCorp Shareholders in favor of the NioCorp Proposals and (ii) the GX Board of proxies of GX Stockholders in favor of the GX Proposals.

This joint proxy statement/prospectus constitutes a prospectus of NioCorp with respect to the NioCorp Common Shares and NioCorp Assumed Warrants issuable to GX Stockholders and GX warrant holders pursuant to the Business Combination Agreement. This joint proxy statement/prospectus also constitutes (i) a notice of meeting and management information and proxy circular of NioCorp with respect to the NioCorp Shareholder Meeting and (ii) a notice of meeting and a proxy statement of GX with respect to the GX Stockholder Meeting.

Your vote is very important. We encourage you to submit a proxy to have your NioCorp Common Shares or GX Common Stock voted as soon as possible.

What will GX Securityholders receive if the Transactions are completed?

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 First Merger Class B Share of GX, as the surviving company in the First Merger. Upon consummation of the Second Merger, each First Merger Class B Share shall be converted into 11.1829212 Second Merger Class B Shares of GX, 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.

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 reverse stock split of the Second Merger Class A Shares and Second Merger Class B Shares at a to-be-determined ratio.

Will NioCorp issue fractional shares in the Transactions?

No fractional NioCorp Common Shares will be issued pursuant to the Transactions. To the extent that the Transactions would result in any GX Stockholder being issued a fractional share, such fraction will be rounded down to the nearest whole share.

Do any of the directors or officers of NioCorp or GX have interests in the Transactions that may differ from or be in addition to my interests as a shareholder?

Except as disclosed in this joint proxy statement/prospectus, none of NioCorp’s directors or executive officers, nor any person who has held such a position since the beginning of NioCorp’s last completed financial year, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the Transactions.

The GX Board and GX’s executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

●

the beneficial ownership of the Sponsor and certain of GX’s directors and officers of an aggregate of 7,500,000 GX Founder Shares and 5,666,667 GX Founder Warrants, which shares and warrants would become worthless if GX does not complete a business combination within the applicable time period, as GX’s Sponsor, officers and directors have waived any redemption right with respect to these shares. The Sponsor paid an aggregate of $25,000 for its GX Founder Shares, and $8,500,000 for its GX Founder Warrants, and such shares and warrants have an aggregate market value of approximately $ million and $ million, respectively, based on the closing price of GX Class A Shares of $ on Nasdaq on , 2022, the record date for the GX Stockholder Meeting. Each of GX’s officers and directors is a member of the Sponsor. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of the Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the GX Common Stock and GX Warrants held of record by the Sponsor;

●

the expected appointment of Messrs. Maselli and Kehler as directors of the Combined Company;

●

the fact that GX’s Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a stockholder vote to approve the Transactions;

●

the fact that the Sponsor paid an aggregate of approximately $8,500,000 for its 5,666,667 GX Founder Warrants and that such GX Founder Warrants will expire worthless if a business combination is not consummated by March 22, 2023;

●

that, at the Closing, GX will enter into the Registration Rights and Lock-Up Agreement, which provides for registration rights to the Sponsor and its permitted transferees;

●

the continued indemnification of current directors and officers of GX and the continuation of directors’ and officers’ liability insurance after the completion of the Transactions;

●

the fact that GX’s Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on GX’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

●

the fact that GX’s Sponsor, officers and directors will lose their entire investment in GX if an initial business combination is not completed.

These interests may influence GX’s directors in making their recommendation that you vote in favor of the approval of the Transactions. GX’s directors were aware of and considered these interests, among other matters, in evaluating the Transactions, and in recommending to GX Stockholders that they approve the Transactions. GX Stockholders should take these interests into account in deciding whether to approve the Transactions.

Is the obligation of each of NioCorp and GX to complete the Transactions subject to any conditions?

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.

How will NioCorp Shareholders be affected by the Transactions?

NioCorp Shareholders will not be issued any additional NioCorp Common Shares in connection with the Transactions. As a result of the Transactions, NioCorp Shareholders will own shares in a larger company with more assets. However, because NioCorp will be issuing additional NioCorp Common Shares to GX Stockholders in exchange for their GX Class A Shares in connection with the Transactions, each NioCorp Common Share outstanding immediately prior to the Transactions will represent a smaller percentage of the aggregate number of NioCorp Common Shares issued and outstanding after the Transactions.

In addition, if the Transactions are consummated, NioCorp will assume the GX Warrant Agreement. Any exercise of NioCorp Assumed Warrants after the completion of the Transactions will also result in dilution to NioCorp Shareholders.

Further, the Yorkville Financings also may result in potential dilution to NioCorp Shareholders. See the section entitled “Yorkville Financings.”

What happens if I sell or otherwise transfer my NioCorp Common Shares before the NioCorp Shareholder Meeting?

The record date for NioCorp Shareholders entitled to vote at the NioCorp Shareholder Meeting is , which is earlier than the date of the NioCorp Shareholder Meeting. If you sell or otherwise transfer your shares after the record date but before the NioCorp Shareholder Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies NioCorp in writing of such special arrangements, you will retain your right to vote such shares at the NioCorp Shareholder Meeting but will otherwise transfer ownership of and the economic interest in your NioCorp Common Shares.

Who will be the officers and directors of NioCorp if the Transactions are consummated?

Following the Closing, it is anticipated that current officers and directors of NioCorp will remain in such roles and that Messrs. Maselli and Kehler will be appointed to the NioCorp Board.

If I sell my GX Class A Shares shortly before the completion of the Transactions, will I still be entitled to receive NioCorp Common Shares?

No. In order to receive the NioCorp Common Shares upon completion of the Transactions, you must hold your GX Class A Shares through the effective time of the Transactions.

Do you expect the Transactions to be taxable to me?

The parties generally expect that a U.S. or Canadian holder of GX Class A Shares or GX Warrants will be subject to U.S. or Canadian federal income tax, respectively, with respect to any gain resulting from such holder’s exchange of GX Class A Shares or GX Warrants in the Transactions. For a more complete description of the tax consequences of the Transactions, please see the sections entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations With Respect to the Redemption and the Transactions” and “Material Canadian Federal Income Tax Considerations—Material Canadian Federal Income Tax Considerations for Existing Holders of GX Securities.”

Are there risks associated with the Transactions?

Yes, there are important risks involved. Before making any decision on whether and how to vote, you are urged to read carefully and in its entirety, the section entitled “Risk Factors” beginning on page [●] of this joint proxy statement/prospectus and in any documents incorporated by reference into this joint proxy statement/prospectus.

Have the directors of NioCorp and GX considered the fairness of the Transactions?

Yes, the NioCorp Board and the GX Board have separately (a) determined that the Transactions are fair to the NioCorp Shareholders and that the Transactions and entry into the Business Combination Agreement and the Ancillary Agreements are in the best interests of NioCorp, and that the business combination and the Transactions are advisable, fair to, and in the best interests of GX and the GX Stockholders, as applicable, (b) approved the Business Combination Agreement and the Transactions and declared their advisability, and (c) recommended that the NioCorp Shareholders and GX Stockholders approve and adopt the NioCorp Proposals and the GX Proposals, as applicable, in order to effectuate the Transactions.

GenCap Mining Advisory Ltd. (“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, LLC (“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.

Will NioCorp obtain new financing in connection with the Transactions?

NioCorp announced the signing of non-binding letters of intent (“LOIs”) for two separate financing packages with Yorkville. Subject to entering into definitive agreements, these financings could provide NioCorp with access to up to an additional $80,360,000, before related expenses payable by the Company, to help advance the Elk Creek Project, which NioCorp can use whether or not there are redemptions by GX Public Stockholders. The financings contemplated by the LOIs include $16 million in convertible debentures that are expected to be funded at Closing, and subject to certain limitations, can be repaid by NioCorp in either cash or NioCorp Common Shares, and a standby equity purchase facility pursuant to which NioCorp will have the ability to require Yorkville, subject to the conditions set out in the definitive agreements, to purchase up to $65 million of NioCorp Common Shares. The execution of definitive documentation with Yorkville or the closing of any transactions contemplated thereby is not a condition to closing the Transactions.

NioCorp cannot complete the Yorkville Financings if the Yorkville Equity Facility Financing Proposal and the Yorkville Convertible Debt Financing Proposal are not approved at the NioCorp Shareholder Meeting.

Do NioCorp Shareholders or GX Stockholders have appraisal or dissenter’s rights in connection with the Transactions?

There are no appraisal or dissenter’s rights available to NioCorp Shareholders or GX Stockholders in connection with the Transactions.

When will the Transactions be completed?

NioCorp and GX are working to complete the Transactions as quickly as possible. Assuming that the Share Issuance Proposal, the Quorum Amendment Proposal, the Business Combination Proposal, the Charter Amendment Proposal and the Charter Proposal are approved by the NioCorp Shareholders and the GX Stockholders, as applicable, other important conditions to the closing of the Transactions exist. Assuming the satisfaction of all necessary closing conditions, the parties to the Business Combination Agreement expect to complete the Transactions during the first quarter of 2023. For a discussion of the conditions to the completion of the Transactions, see the section entitled “The Business Combination Agreement — Conditions to the Transactions” of this joint proxy statement/prospectus.

What happens if the Transactions are not completed?

If the Transactions are not completed for any reason, GX Stockholders will not receive any consideration for their GX Class A Shares, GX will remain an independent public company with GX Class A Shares being traded on the Nasdaq Capital Market and NioCorp will remain an independent public company with NioCorp Common Shares being traded on the TSX.

If, as a result of the termination of the Business Combination Agreement or otherwise, GX is unable to complete a business combination by March 22, 2023 or obtain the approval of GX Stockholders to extend the deadline for GX to consummate an initial business combination, the GX Existing Charter provides that GX 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 subject to lawfully available funds therefor, redeem 100% of the outstanding GX Class A Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to GX to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding GX Class A Shares, which redemption will completely extinguish rights of the GX Public Stockholders (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 the remaining GX Stockholders and the GX Board in accordance with applicable law, dissolve and liquidate, subject in each case to GX’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. See the sections of this joint proxy statement/prospectus entitled “Risk Factors — Risks Relating to GX and the Transactions — 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” and “— 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”. GX’s Sponsor, officers and directors have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding GX Warrants. Accordingly, the GX Warrants will expire worthless.

QUESTIONS AND ANSWERS ABOUT THE NIOCORP SHAREHOLDER MEETING

Why am I receiving these materials?

The NioCorp Board is making these materials available to you in connection with the NioCorp Shareholder Meeting to be held , 2022. As a NioCorp Shareholder, you are invited to attend the NioCorp Shareholder Meeting and are entitled and requested to vote on the business items described in this joint proxy statement/prospectus. This joint proxy statement/prospectus is furnished in connection with the solicitation of proxies by or on behalf of the management and the NioCorp Board. This joint proxy statement/prospectus is designed to assist you in voting your shares and includes information that NioCorp is required to provide under the rules of the SEC and applicable Canadian securities laws.

Who is entitled to vote at the NioCorp Shareholder Meeting?

The record date for determining NioCorp Shareholders entitled to receive notice of and vote at the NioCorp Shareholder Meeting is , 2022. Persons who are registered NioCorp Shareholders at the close of business on , 2022 will be entitled to receive notice of and vote at the NioCorp Shareholder Meeting. By ballot, every NioCorp Shareholder and proxyholder will have one vote for each NioCorp Common Share.

How can I vote?

The answer depends on whether you are a registered shareholder or a beneficial shareholder.

If you are a registered shareholder, you own your NioCorp Common Shares directly (that is, you hold shares that show your name as the registered shareholder). Your proxy is being solicited directly by the NioCorp Board and you may vote at the NioCorp Shareholder Meeting or by proxy whether or not you attend the NioCorp Shareholder Meeting.

In order for a proxy to be valid, it must be:

●

signed by the registered shareholder whose name appears thereon or by such registered shareholder’s attorney authorized in writing, or if the registered shareholder is a corporation, by a duly authorized representative on behalf of such corporation; and

●

returned in one of the following manners:

by hand delivery or by mail addressed to Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, and received by , Mountain time, on , 2022, or no later than 48 hours before the NioCorp Shareholder Meeting is reconvened following any adjournment or postponement;

by facsimile to Computershare Investor Services Inc. at 1-866-249-7775 (within North America) or

1-416-263-9524 (outside North America) and received by , Mountain time, on , 2022, or no later than 48 hours before the NioCorp Shareholder Meeting is reconvened following any adjournment or postponement; or

by deposit with the chair of the NioCorp Shareholder Meeting prior to commencement of the NioCorp Shareholder Meeting.

An executed proxy that is returned undated will be deemed to be dated the date of the mailing of the form of proxy by NioCorp or its agent.

Meeting is reconvened following any adjournment or postponement. All instructions for how to vote are also listed in the accompanying form of proxy and notes thereto.

If you are a beneficial shareholder, you own your NioCorp Common Shares indirectly (that is, you hold your shares in “street name” in a brokerage account or by another nominee holder). NioCorp Common Shares held by brokers, agents, trustees or other intermediaries can only be voted by those brokers, agents, trustees or other intermediaries in accordance with instructions received from beneficial shareholders. As a result, beneficial shareholders should carefully review the voting instructions provided by their intermediary with this joint proxy statement/prospectus and ensure they communicate how they would like their NioCorp Common Shares voted in accordance with those instructions.

Intermediaries will frequently use service companies to forward proxy solicitation information to Beneficial Shareholders. Generally, a Beneficial Shareholder who has not waived the right to receive such information will either:

●

be given a form of proxy which (i) has already been signed by the intermediary (typically by a facsimile, stamped signature), (ii) is restricted as to the number of shares beneficially owned by the beneficial shareholder, and (iii) must be completed, but not signed, by the beneficial shareholder and deposited with Computershare Investor Services Inc.; or

●

more typically, be given a voting instruction form, which (i) is not signed by the intermediary, and (ii) when properly completed and signed by the beneficial shareholder and returned to the intermediary or its service company, will constitute voting instructions which the intermediary must follow.

Voting instruction forms should be completed and returned in accordance with the specific instructions noted on the voting instruction form.

How will proxies be exercised?

The persons named in the accompanying form of proxy will vote the NioCorp Common Shares represented by the proxy in accordance with your instructions, provided your instructions are clear. The form of proxy gives the persons named as proxy holders discretionary authority regarding amendments or variations to matters identified therein and any other matter that may properly come before the NioCorp Shareholder Meeting.

If no instruction as to how to vote is given in an executed, duly returned and not revoked proxy appointing one of the management nominees named in a form of proxy, the proxy will be voted “FOR” each of the NioCorp Proposals.

Can I change my vote or revoke my proxy?

Yes, you may revoke your proxy at any time before it is exercised. If you are a registered shareholder who has returned a valid proxy or voting instructions, you may revoke your proxy at any time by signing a proxy bearing a later date, signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy, or in any other manner permitted by law.

The later proxy or the notice of revocation must be delivered to the office of NioCorp’s registrar and transfer agent or to NioCorp’s principle executive offices at any time up to and including the last business day before the scheduled time of the NioCorp Shareholder Meeting or the reconvening of the NioCorp Shareholder Meeting following any adjournment, or to the chair of the NioCorp Shareholder Meeting on the day of the NioCorp Shareholder Meeting or the reconvening of the NioCorp Shareholder Meeting following any adjournment.

You may also revoke your proxy or voting instructions by voting via Internet or telephone at a later date than the date of the proxy, or by attending the NioCorp Shareholder Meeting and voting in person.

If you are a non-registered shareholder who wishes to revoke a voting instruction form or to revoke a waiver of your right to receive NioCorp Meeting Materials and to give voting instructions, you must give written instructions to your broker, agent, trustee or other intermediary through which you hold your NioCorp Common Shares in accordance with the applicable procedures and deadlines of your broker, agent, trustee or other intermediary.

How many shares must be present or represented to conduct business at the NioCorp Shareholder Meeting?

Under the NioCorp Articles, a quorum for the transaction of business at the NioCorp Shareholder Meeting is one or more persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the NioCorp Shareholder Meeting.

Broker non-votes will not be counted as present for purposes of determining the presence of a quorum for purposes at the NioCorp Shareholder Meeting and will not be voted. If a quorum is not present, the NioCorp Shareholder Meeting will be adjourned until a quorum is obtained.

What am I being asked to vote on and what vote is required to approve each proposal?

NioCorp Proposal No. 1 — To approve the issuance of NioCorp Common Shares to GX Stockholders in connection with the Transactions (the “Share Issuance Proposal”).

Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Share Issuance Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Share Issuance Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Share Issuance Proposal.

NioCorp Proposal No. 2 — To approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Equity Facility Financing (the “Yorkville Equity Facility Financing Proposal”).

Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Yorkville Equity Facility Financing Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Yorkville Equity Facility Financing Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Yorkville Equity Facility Financing Proposal.

NioCorp Proposal No. 3 — To approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Convertible Debt Financing Proposal (the “Yorkville Convertible Debt Financing Proposal”).

Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Yorkville Convertible Debt Financing Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Yorkville Convertible Debt Financing Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Yorkville Convertible Debt Financing Proposal.

NioCorp Proposal No. 4 — To approve, with or without amendment, an amendment to the NioCorp Articles in connection with the Transactions (the “Quorum Amendment Proposal”), the form of which amendment is attached as Annex B to this joint proxy statement/prospectus.

Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Quorum Amendment Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Quorum Amendment Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Quorum Amendment Proposal.

NioCorp Proposal No. 5— To approve, a proposal to adjourn the NioCorp Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the NioCorp Shareholder Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”).

Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Adjournment Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Adjournment Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Adjournment Proposal.

What do NioCorp Shareholders need to do now?

NioCorp urges you to read this joint proxy statement/prospectus carefully, including the attached annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus. We encourage you to submit a proxy to have your NioCorp Common Shares voted as soon as possible.

As a NioCorp Shareholder, how does the NioCorp Board recommend that I vote?

After careful consideration, including a review of the opinion of GenCap Mining Advisory Ltd., information concerning GX, the Business Combination Agreement, proposed Transactions and alternatives, and consultation with management and NioCorp’s financial advisors and legal counsel, and consideration of such other matters as the NioCorp Board considered relevant, the NioCorp Board has unanimously resolved (i) that the Transactions are fair to the NioCorp Shareholders and (ii) that the Transactions and entering into of the Business Combination Agreement and the other ancillaries contemplated thereby are in the best interests of NioCorp . The NioCorp Board unanimously recommends that NioCorp Shareholders vote:

NioCorp Proposal No. 1: “FOR” the Share Issuance Proposal;

NioCorp Proposal No. 2: “FOR” the Yorkville Equity Facility Financing Proposal;

NioCorp Proposal No. 3: “FOR” the Yorkville Convertible Debt Financing Proposal;

NioCorp Proposal No. 4: “FOR” the Quorum Amendment Proposal; and

●

NioCorp Proposal No. 5: “FOR” the Adjournment Proposal.

Did the NioCorp Board receive a fairness opinion in connection with the Transactions?

Yes. On September 25, 2022, GenCap Mining Advisory Ltd. rendered its oral opinion to the NioCorp Board (which was subsequently confirmed in writing by delivery of a written opinion dated September 25, 2022) to the effect that, subject to the assumptions, qualifications, limitations and other matters considered by GenCap in connection with the preparation of its opinion, as of such date, the Transactions are fair, from a financial point of view, to the NioCorp Shareholders. See “The Transactions — GX’s Reasons for the Transactions and Recommendation of the GX Board — Opinion of NioCorp’s Financial Advisor” and Annex E in this joint proxy statement/prospectus.

The full text of the written opinion of GenCap Mining Advisory Ltd., dated September 25, 2022, is attached as Annex E to this joint proxy statement/prospectus. The summary of the opinion provided in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of GenCap Mining Advisory Ltd.’s written opinion. GenCap Mining Advisory Ltd.’s advisory services and opinion were provided for the information and assistance of the NioCorp Board in connection with its consideration of the Transactions and the opinion does not constitute a recommendation as to how any NioCorp Shareholder should vote with respect to any of the NioCorp Proposals or any other matter.

How can I find out the results of the NioCorp Shareholder Meeting?

Preliminary voting results will be announced at the NioCorp Shareholder Meeting. Final voting results will be filed with the securities commissions or equivalent securities regulatory authority in each of the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick, and on SEDAR at www.sedar.com, and will also be published in a Current Report on Form 8-K filed with the SEC on EDGAR at www.sec.gov within four business days of the NioCorp Shareholder Meeting.

QUESTIONS AND ANSWERS ABOUT THE GX STOCKHOLDER MEETING

Why is GX proposing the Business Combination Proposal?

GX was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GX is not limited to any particular industry or sector.

GX received $300,000,000 from its IPO and sale of the GX Founder Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with the GX Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Transactions. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

There currently are 30,000,000 GX Class A Shares issued and outstanding and 7,500,000 GX Founder Shares outstanding. In addition, there currently are 15,666,667 GX Warrants issued and outstanding, consisting of 10,000,000 GX Public Warrants and 5,666,667 GX Founder Warrants. Each whole GX Warrant entitles the holder thereof to purchase one GX Class A Share at a price of $11.50 per share. The GX Public Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The GX Founder Warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

Under the GX Existing Charter, GX must provide all holders of GX Class A Shares with the opportunity to have their GX Class A Shares redeemed upon the consummation of GX’s initial business combination in conjunction with a stockholder vote.

NioCorp’s Elk Creek Project is a pure play critical minerals project with the highest grade niobium resource in North America and the second largest indicated rare earth resource in the United States. Based on due diligence investigations into NioCorp, GX believes NioCorp is well positioned to be a reliable, U.S.-based supplier that will produce these critical minerals in an environmentally superior manner and with a strong focus on sustainability. After a thorough review of other acquisition targets, GX believes that each business did not represent a transaction that would be as favorable to stockholders and that NioCorp is a business combination opportunity at a fair price.

Q: &hairsp;&hairsp;&hairsp;What happens if I sell my GX Class A Shares before the GX Stockholder Meeting?

A: &hairsp;&hairsp;&hairsp;&hairsp;The record date for the GX Stockholder Meeting will be earlier than the date that the Transactions are expected to be completed. If you transfer your GX Class A Shares after the record date, but before the GX Stockholder Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the GX Stockholder Meeting. However, you will not be entitled to any redemption rights with respect to such GX Class A Shares.

Q: &hairsp;&hairsp;&hairsp;What vote is required to approve the proposals presented at the GX Stockholder Meeting?

A: &hairsp;&hairsp;&hairsp;The approval of the Business Combination Proposal requires the affirmative vote (in person online or by proxy) of the holders of a majority of all then outstanding shares of GX Common Stock entitled to vote thereon at the GX Stockholder Meeting.

The approval of the Charter Amendment Proposal requires the affirmative vote (in person online or by proxy) of the holders of a majority of all then outstanding shares of GX Common Stock entitled to vote thereon at the GX Stockholder Meeting, including the affirmative vote of a majority of the outstanding GX Founder Shares, voting separately as a class.

The approval of the Charter Proposal requires the affirmative vote (in person online or by proxy) of the holders of a majority of all then outstanding shares of GX Common Stock entitled to vote thereon at the GX Stockholder Meeting, including the affirmative vote of a majority of the outstanding GX Founder Shares, voting separately as a single class.

Accordingly, a GX Stockholder’s failure to vote by proxy or to vote in person online at the GX Stockholder Meeting, an abstention from voting, or a broker non-vote will have the same effect as a vote against the Business Combination Proposal, the Charter Amendment Proposal and the Charter Proposal.

The approval of Adjournment Proposal requires the affirmative vote (in person online or by proxy) of the holders of a majority of the shares of GX Common Stock entitled to vote and actually cast thereon at the GX Stockholder Meeting. Accordingly, a GX stockholder’s failure to vote by proxy or to vote in person online at the GX Stockholder Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these proposals.

Q: &hairsp;&hairsp;&hairsp;Do NioCorp’s Shareholders need to approve the Transactions?

A: &hairsp;&hairsp;&hairsp;&hairsp;Yes. Holders of NioCorp Common Shares are being asked to approve, among other things, the issuance of NioCorp Common Shares to stockholders of GX in connection with the Business Combination Agreement at the NioCorp Shareholder Meeting, which will be held on , 2022.

On September 25, 2022, in connection with the execution of the Business Combination Agreement, NioCorp and shareholders of NioCorp holding approximately 7.85% of NioCorp Common Shares outstanding as of the date of the Business Combination Agreement entered into the NioCorp Support Agreement, pursuant to which, among other things and subject to the terms and conditions therein, such NioCorp shareholders agreed to vote all NioCorp Common Shares beneficially owned by such shareholder in favor of the adoption and approval of the Business Combination Agreement and the Transactions, including the Share Issuance Proposal, and not to (a) transfer any of their NioCorp Common Shares (or enter into any arrangement with respect thereto) or (b) enter into any arrangement that is inconsistent with the NioCorp Support Agreement. For further information, please see the section entitled “Ancillary Agreements — NioCorp Support Agreement.”

Q: &hairsp;&hairsp;&hairsp;May GX or GX’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Transactions?

A: &hairsp;&hairsp;&hairsp;&hairsp;In connection with the stockholder vote to approve the Transactions, GX’s Sponsor, directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of NioCorp. None of GX’s Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such 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 or 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. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. 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.

Q: &hairsp;&hairsp;&hairsp;How many votes do I have at the GX Stockholder Meeting?

A: &hairsp;&hairsp;&hairsp;&hairsp;GX’s stockholders are entitled to one vote at the GX Stockholder Meeting for each GX Class A Share or GX Founder Share held of record as of the record date. As of the close of business on the record date, there were GX Class A Shares outstanding and GX Founder Shares outstanding.

Q: &hairsp;&hairsp;&hairsp;Do I have redemption rights?

If you are a holder of GX Class A Shares, you may redeem your GX Class A Shares for cash equal to your pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account, which holds the proceeds of the IPO, including any amounts representing interest earned on the Trust Account, less taxes payable, and not previously released to GX to pay its taxes and for working capital purposes, upon the consummation of the Transactions; provided that you follow the specific procedures for redemption set forth in this joint proxy statement/prospectus. The per share amount GX will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions GX will pay to the underwriter of its IPO if the Transactions are consummated. Holders of the outstanding GX Public Warrants do not have redemption rights with respect to such warrants in connection with the Transactions. GX’s Sponsor, officers and directors have agreed to waive their redemption rights with respect to their GX Founder Shares and any GX Class A Shares that they may have acquired during or after the IPO in connection with the completion of the Transactions. The GX Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account as of [●], of approximately $[●] million, the estimated per share redemption price would have been approximately $[●]. Additionally, GX Class A Shares properly tendered for redemption will only be redeemed if the Transactions are consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of taxes payable and dissolution expenses) in connection with the liquidation of the Trust Account. If the Transactions are not consummated, GX may enter into an alternative business combination and close such transaction by March 22, 2023 (subject to the requirements of law).

Q: &hairsp;&hairsp;&hairsp;Is there a limit on the number of shares I may redeem?

A: &hairsp;&hairsp;&hairsp;&hairsp;A GX Public Stockholder, together with any of his or her affiliates or any other person with whom he or she is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of the GX Class A Shares. Accordingly, all shares in excess of 15% of the GX Class A Shares owned by a holder will not be redeemed. On the other hand, a GX Public Stockholder who holds less than 15% of the GX Class A Shares may redeem all of the GX Class A Shares held by him or her for cash.

Q: &hairsp;&hairsp;&hairsp;Will how I vote affect my ability to exercise redemption rights?

A: &hairsp;&hairsp;&hairsp;&hairsp;No. You may exercise your redemption rights whether you vote your GX Class A Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their GX Class A Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their GX Class A Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q: &hairsp;&hairsp;&hairsp;How do I exercise my redemption rights?

A:&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp;&hairsp; 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 Public Units, elect to separate your GX Public 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 The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company (“CST”), GX’s transfer agent, is listed under the question “Who can help answer my questions?” below. GX requests that any request for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your stock generally will be faster than delivery of physical stock certificates.

A physical stock certificate will not be needed if your stock is delivered to GX’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and GX’s transfer agent will need to act to facilitate the request. It is GX’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because GX does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with GX’s consent, until the vote is taken with respect to the Transactions. If you delivered your shares for redemption to GX’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that GX’s transfer agent return the shares (physically or electronically). You may make such request by contacting GX’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Q: &hairsp;&hairsp;&hairsp;What are the U.S. federal income tax consequences of exercising my redemption rights?

A: &hairsp;&hairsp;&hairsp;&hairsp;The U.S. federal income tax consequences of any redemption of GX Class A Shares depend on particular facts and circumstances. Please see “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 With Respect to the Redemption and the Transactions—Treatment of U.S. Holders Exercising Redemption Rights With Respect to GX Class A Shares” and “Material U.S. Federal Income Tax Considerations With Respect to the Redemption and the Transactions—Treatment of Non-U.S. Holders with Respect to the Redemption and the Transactions—Treatment of Non-U.S. Holders Exercising Redemption Rights With Respect to GX Class A Shares” You should consult your tax advisor regarding the particular federal, state, local, and non-U.S. tax consequences of any redemption of GX Class A Shares that pertain to you and your situation.

Q: &hairsp;&hairsp;&hairsp;&hairsp; If I hold GX Warrants, can I exercise redemption rights with respect to my warrants?

A: &hairsp;&hairsp;&hairsp;&hairsp;&hairsp;No. There are no redemption rights with respect to the GX Warrants.

Q: &hairsp;&hairsp;&hairsp;What happens to the funds held in the Trust Account upon consummation of the Transactions?

A: If the Transactions are consummated, funds held in the Trust Account will be released to the Combined Company for general corporate purposes after giving effect to (i) payments made to GX Stockholders who properly exercise their redemption rights and (ii) payments for potential taxes and certain expenses incurred by NioCorp and GX in connection with the Transactions, to the extent not otherwise paid prior to the Closing.

Q: &hairsp;&hairsp;&hairsp;What happens if a substantial number of the GX Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: &hairsp;&hairsp;&hairsp;&hairsp;GX Public Stockholders are not required to vote “FOR” the Business Combination Proposal in order to exercise their redemption rights. Accordingly, the Transactions may be consummated even though the funds available from the Trust Account and the number of GX Public Stockholders are reduced as a result of redemptions by GX Public Stockholders.

In no event will GX redeem GX Class A Shares in an amount that would cause NioCorp and its subsidiaries’ (including GX, as the surviving company of the Second Merger) net tangible assets to be less than $5,000,001 after giving effect to the Transactions.

Additionally, as a result of redemptions, holders of shares of the Combined Company following the Transactions may be left holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of Nasdaq.

Q: &hairsp;&hairsp;&hairsp;What do I need to do now?

A: &hairsp;&hairsp;&hairsp;&hairsp;You are urged to carefully read and consider the information contained in this joint proxy statement/prospectus, including the financial statements, “Risk Factors” and annexes attached hereto, and to consider how the Transactions will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: &hairsp;&hairsp;&hairsp;How do I vote?

A: &hairsp;&hairsp;&hairsp;&hairsp;If you were a holder of record of GX Common Stock on , 2022, the record date for the GX Stockholder Meeting, you may vote with respect to the applicable proposals in person online at the GX Stockholder Meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you choose to participate in the GX Stockholder Meeting, you can vote your shares electronically during the GX Stockholder Meeting via live webcast by visiting . You will need the 12-digit meeting control number that is printed on your proxy card to enter the GX Stockholder Meeting. GX recommends that you log in at least 15 minutes before the GX Stockholder Meeting to ensure you are logged in when the GX Stockholder Meeting starts.

If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the GX Stockholder Meeting in person online. However, since you are not the stockholder of record, you may not vote your shares in person online at the GX Stockholder Meeting unless you first request and obtain a valid legal proxy from your broker or other agent. You must then e-mail a copy (a legible photograph is sufficient) of your legal proxy to CST at proxy@continentalstock.com. Beneficial owners who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the GX Stockholder Meeting. Beneficial owners who wish to attend the GX Stockholder Meeting in person online should contact CST no later than , 2022 to obtain this information.

Q: &hairsp;&hairsp;&hairsp;What will happen if I abstain from voting or fail to vote at the GX Stockholder Meeting?

A: &hairsp;&hairsp;&hairsp;&hairsp;At the GX Stockholder Meeting, GX will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal, the Charter Amendment Proposal and the Charter Proposal, and will have no effect on any of the other proposals.

Q: &hairsp;&hairsp;&hairsp;What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: &hairsp;&hairsp;&hairsp;&hairsp;Signed and dated proxies received by GX without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders.

Q: &hairsp;&hairsp;&hairsp;How can I attend the GX Stockholder Meeting?

A: &hairsp;&hairsp;&hairsp;&hairsp;You may attend the GX Stockholder Meeting and vote your shares in person online during the GX Stockholder Meeting via live webcast by visiting . As a registered stockholder, you received a proxy card from CST, which contains instructions on how to attend the GX Stockholder Meeting in person online, including the URL address, along with your 12-digit meeting control number. You will need the 12-digit meeting control number that is printed on your proxy card to enter the GX Stockholder Meeting. If you do not have your 12-digit meeting control number, contact CST at 917-262-2373 or e-mail CST at proxy@continentalstock.com. Please note that you will not be able to physically attend the GX Stockholder Meeting in person, but may attend the GX Stockholder Meeting in person online by following the instructions below.

You can pre-register to attend the GX Stockholder Meeting in person online starting , 2022. Enter the URL address into your browser, and enter your 12-digit meeting control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the GX Stockholder Meeting you will need to re-log in using your 12-digit meeting control number and will also be prompted to enter your 12-digit meeting control number if you vote in person online during the GX Stockholder Meeting. GX recommends that you log in at least 15 minutes before the GX Stockholder Meeting to ensure you are logged in when the GX Stockholder Meeting starts.

If your shares are held in “street name”, you may attend the GX Stockholder Meeting. You will need to contact CST at the number or email address above, to receive a 12-digit meeting control number and gain access to the GX Stockholder Meeting or otherwise contact your broker, bank, or other nominee as soon as possible, to do so. Please allow up to 72 hours prior to the GX Stockholder Meeting for processing your 12-digit meeting control number.

If you do not have Internet capabilities, you can listen only to the GX Stockholder Meeting by dialing 1 888-965-8995 (toll-free) if within the U.S. or Canada, or +1 415-655-0243 (standard rates apply) if outside of the U.S. and Canada, when prompted enter the pin . This is listen only, and you will not be able to vote or enter questions during the GX Stockholder Meeting.

Q: &hairsp;&hairsp;&hairsp;Do I need to attend the GX Stockholder Meeting in person online to vote my shares?

A: &hairsp;&hairsp;&hairsp;&hairsp;No. You are invited to attend the GX Stockholder Meeting in person online to vote on the proposals described in this joint proxy statement/prospectus. However, you do not need to attend the GX Stockholder Meeting in person online to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. GX encourages you to vote as soon as possible after carefully reading this joint proxy statement/prospectus.

Q: &hairsp;&hairsp;&hairsp;If I am not going to attend the GX Stockholder Meeting in person online, should I return my proxy card instead?

A: &hairsp;&hairsp;&hairsp;&hairsp;Yes. After carefully reading and considering the information contained in this joint proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: &hairsp;&hairsp;&hairsp;If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A: &hairsp;&hairsp;&hairsp;&hairsp;No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote”. Broker non-votes will not be counted for purposes of determining the presence of a quorum at the GX Stockholder Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the Transactions.

Q: &hairsp;&hairsp;&hairsp;May I change my vote after I have mailed my signed proxy card?

A: &hairsp;&hairsp;&hairsp;&hairsp;Yes. You may change your vote by sending a later-dated, signed proxy card to GX’s Secretary at the address listed below prior to the vote at the GX Stockholder Meeting, or attend the GX Stockholder Meeting and vote in person online. You also may revoke your proxy by sending a notice of revocation to GX’s Secretary, provided such revocation is received prior to the vote at the GX Stockholder Meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

Q: &hairsp;&hairsp;&hairsp;What should I do if I receive more than one set of voting materials?

A: &hairsp;&hairsp;&hairsp;&hairsp;You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: &hairsp;&hairsp;&hairsp;What is the quorum requirement for the GX Stockholder Meeting?

A: &hairsp;&hairsp;&hairsp;&hairsp;A quorum will be present at the GX Stockholder Meeting if a majority of the GX Common Stock outstanding and entitled to vote at the GX Stockholder Meeting is represented in person online or by proxy. In the absence of a quorum, the chairman of the meeting has the power to adjourn the GX Stockholder Meeting.

As of the record date for the GX Stockholder Meeting, shares of GX Common Stock would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person online at the GX Stockholder Meeting. Broker non-votes will not be counted toward the quorum requirement. If there is no quorum, the chairman of the meeting may adjourn the GX Stockholder Meeting to another date.

Q: &hairsp;&hairsp;&hairsp;What happens to the GX Warrants I hold if I vote my shares of GX Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A: &hairsp;&hairsp;&hairsp;&hairsp;Properly exercising your redemption rights as a GX stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Transactions are not completed, you will continue to hold your GX Warrants, and if GX does not otherwise consummate an initial business combination by March 22, 2023 or obtain the approval of GX stockholders to extend the deadline for GX to consummate an initial business combination, GX will be required to dissolve and liquidate, and your GX Warrants will expire worthless.

Q: &hairsp;&hairsp;&hairsp;Following the Transactions, will GX securities continue to trade on a stock exchange?

A: &hairsp;&hairsp;&hairsp;&hairsp;No. GX anticipates that, immediately prior to the Transactions, the GX Public Units will automatically separate into the component securities and will no longer trade as a separate security. In addition, following the completion of the Transactions, the GX Class A Shares and GX Public Warrants will be delisted from Nasdaq and deregistered under the Exchange Act. For more information, see the question above entitled “What will GX stockholders receive if the Transactions are completed?”

Q: &hairsp;&hairsp;&hairsp;How does the Sponsor intend to vote on the proposals?

A: &hairsp;&hairsp;&hairsp;&hairsp;GX’s Sponsor, directors and officers have agreed to vote any shares of GX Common Stock owned by them in favor of the Transactions, including their GX Founder Shares and any GX Class A Shares purchased after the IPO (including in open market and privately negotiated transactions). As of the record date, GX’s Sponsor, officers and directors beneficially own an aggregate of approximately % of the outstanding shares of GX Common Stock.

Q: &hairsp;&hairsp;&hairsp;Who will solicit and pay the cost of soliciting proxies?

A: &hairsp;&hairsp;&hairsp;&hairsp;GX will pay the cost of soliciting proxies for the GX Stockholder Meeting. GX has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the GX Stockholder Meeting. GX has agreed to pay Morrow a fee of up to $32,500, plus Morrow’s out-of-pocket expenses. GX will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. GX will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of the GX Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of GX Class A Shares and in obtaining voting instructions from those owners. GX’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: &hairsp;&hairsp;&hairsp;Who can help answer my questions?

A: &hairsp;&hairsp;&hairsp;&hairsp;If you have questions about the proposals to be voted on at the GX Stockholder Meeting, or if you need additional copies of this joint proxy statement/prospectus, the proxy card or the consent card you should contact GX’s proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, Connecticut 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: GXII.info@investor.morrowsodali.com

You may also contact GX at:

Michael G. Maselli, President
GX Acquisition Corp. II
1325 Avenue of the Americas, 28^th Floor
New York, NY 10019
Tel: (212) 616-3700
Email: michael.maselli@trimarancapital.com

To obtain timely delivery, GX Securityholders must request the materials no later than five business days prior to the GX Stockholder Meeting.

You may also obtain additional information about GX from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information”.

If you intend to seek redemption of your GX Class A Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to GX’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the GX Stockholder Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30^th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

SUMMARY

This summary highlights information contained elsewhere in this joint proxy statement/prospectus. NioCorp and GX urge you to read carefully the remainder of this joint proxy statement/prospectus, including the attached annexes, the documents incorporated by reference into this joint proxy statement/prospectus and the other documents to which NioCorp and GX have referred you because this section does not provide all of the information that might be important to you with respect to the Transactions and the related matters being considered and voted on by the GX Stockholders at the GX Stockholder Meeting and by the NioCorp Shareholders at the NioCorp Shareholder Meeting. See also the section entitled “Where You Can Find Additional Information” on page [●]. NioCorp and GX have included page references to direct you to a more complete description of the topics presented in this summary.

Parties to the Transactions

NioCorp Developments Ltd.

7000 South Yosemite Street

Suite 115

Centennial, Colorado 80112

(720) 639-4647

NioCorp is organized under the laws of the province of British Columbia, Canada. NioCorp is a mineral exploration company engaged in the acquisition, exploration, and development of mineral properties. NioCorp, through ECRC, is developing a superalloy materials project that, if and when developed, will produce niobium, scandium, and titanium products. Known as the “Elk Creek Project,” it is located near Elk Creek, Nebraska, in the southeast portion of the state. NioCorp’s primary business strategy is to advance its Elk Creek Project to commercial production. NioCorp is focused on obtaining additional funds to carry out its near-term planned work programs associated with securing the project financing necessary to complete mine development and construction of the Elk Creek Project.

NioCorp Common Shares trade on the TSX under the symbol “NB,” on the U.S. Over-the-Counter Bulletin Board and the OTCQX under the symbol “NIOBF” and on the Frankfurt Stock Exchange as “BR3.” For additional information about NioCorp, see the section entitled “Information About NioCorp” beginning on page [●] of this joint proxy statement/prospectus.

Big Red Merger Sub Ltd

7000 South Yosemite Street

Suite 115

Centennial, Colorado 80112

(720) 639-4647

Merger Sub is a Delaware corporation and a direct wholly owned subsidiary of NioCorp. Merger Sub is newly formed and was organized for the purpose of consummating the Transactions. Merger Sub has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the Transactions.

GX Acquisition Corp. II

1325 Avenue of the Americas
28th Floor
New York, NY 10019
(212) 616-3700

GX is a blank check company incorporated in Delaware on September 24, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving GX and one or more businesses. Upon the Closing, GX will be a subsidiary of NioCorp.

GX Public Units, GX Class A Shares and GX Public Warrants are currently listed on the Nasdaq, under the symbols “GXIIU”, “GXII” and “GXIIW”, respectively. Following the Closing, the GX Public Units, GX Class A Shares and GX Public Warrants will be delisted from the Nasdaq and deregistered under the Exchange Act.

For additional information about GX, see the section entitled “Information About GX” beginning on page [●] of this joint proxy statement/prospectus.

The Business Combination Agreement and the Transactions

On September 25, 2022, NioCorp, GX and Merger Sub entered into the Business Combination Agreement, a copy of which is attached as Annex A hereto. Pursuant to the Business Combination Agreement, among other transactions, the following transactions will occur: (i) Merger Sub will merge with and into GX, with GX surviving the merger, referred to as the First Merger; (ii) all GX Class A Shares that are held by GX Public Stockholders who have not elected to exercise their redemption rights in connection with the Transactions shall be converted into First Merger Class A Shares in GX, as the surviving company in the First Merger; (iii) NioCorp will purchase all First Merger Class A Shares held by the GX Public Stockholders in exchange for NioCorp Common Shares, referred to as the Exchange; (iv) NioCorp will assume the GX Warrant Agreement and each GX Warrant that was issued and outstanding immediately prior to the effective time of the Exchange will be converted into a NioCorp Assumed Warrant; (v) all of the First Merger Class A Shares will be contributed by NioCorp to Intermediate Holdco in exchange for additional shares of Intermediate Holdco, resulting in GX becoming a direct subsidiary of Intermediate Holdco; (vi) ECRC will merge with and into GX, with GX surviving the merger as a direct subsidiary of Intermediate Holdco, referred to as the Second Merger; and (vii) following the effective time of the Second Merger, each of NioCorp and GX, as the surviving company of the Second Merger, will effectuate a reverse stock split with the ratio to be mutually agreed by the parties. As a result of the Transactions, GX will become a subsidiary of NioCorp.

For more information about the Business Combination Agreement, see the section of this joint proxy statement/prospectus entitled “The Business Combination Agreement.”

Consideration (page [●])

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 held by the GX Public Stockholders in exchange for 11.1829212 NioCorp Common Shares. 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.

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 First Merger Class B Share of GX, as the surviving company in the First Merger. Upon consummation of the Second Merger, each First Merger Class B Share shall be converted into 11.1829212 Second Merger Class B Shares of GX, 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.

In connection with the First Merger and the assumption by NioCorp of the GX Warrant Agreement, each GX Warrant that is issued and outstanding immediately prior to the Exchange Time shall be converted into one NioCorp Assumed Warrant pursuant to the GX Warrant Agreement. Each NioCorp Assumed Warrant shall be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Assumed Warrant shall be equal to the number of shares of GX common stock subject to the applicable GX Warrant multiplied by 11.1829212.

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.

Conditions to the Transactions (page [●])

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.

Representations, Warranties and Covenants (page [●])

The Business Combination Agreement contains customary representations, warranties and covenants of (i) NioCorp and Merger Sub and (ii) GX, relating to, among other things, their respective abilities and authority to enter into the Business Combination Agreement and their respective capitalization.

Closing and Effective Time of the Transactions (page [●])

The Closing of the Transactions will be no later than the second business day following the satisfaction or waiver of all of the closing conditions as set forth in the Business Combination Agreement(the “Closing Date”). At the Closing, the parties to the Business Combination Agreement will cause each of the First Merger and the Second Merger to be consummated, in each case by filing a certificate of merger with the Secretary of State of Delaware and, with respect to the Second Merger only, filing articles of merger with the Secretary of State of Nebraska. As set forth above, immediately following the effective time of the Second Merger each of NioCorp and GX, as the surviving company of the Second Merger, will effectuate the applicable reverse stock split.

As of the date of this joint proxy statement/prospectus, the parties expect that the Closing will occur during the first calendar quarter of 2023. However, there can be no assurance as to when or if the Closing will occur.

Termination; Termination Fee (page [●])

The Business Combination Agreement may be terminated by NioCorp or GX under certain circumstances. Upon termination of the Business Combination Agreement in specified circumstances, NioCorp must pay GX a termination fee of $15,000,000 (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 a termination fee in the amount of $25,000,000 (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 in a situation in which 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.

GX’s Reasons for the Transactions and Recommendation of the GX Board (page [●])

After careful consideration, the GX Board recommends that its stockholders vote “FOR” the approval of the business combination and the Transactions contemplated thereby. The factors considered by the GX Board include, but were not limited to, the following:

●

Important Product. Upon completion of the Elk Creek Project, NioCorp is expected to produce Niobium, Scandium and Titanium, which are among the most critical minerals to U.S. national security. The June 2022 Feasibility Study shows attractive potential economic returns of $2.8 billion net present value for these minerals, and forecasted demand by 2026 is expected to greatly exceed current supply, driven by the focus on development of lighter-weight, more fuel efficient aircraft and vehicles, as well as construction of stronger, lighter steels for buildings and other infrastructure projects;

●

Feasibility Study. NioCorp has a published feasibility study compliant with S-K 1300 and filed with the SEC that provided meaningful details regarding the Elk Creek Project, which was reviewed by certain qualified professionals;

●

Rare Earth Elements. NioCorp is in the process of evaluating the potential to add certain rare earth elements to its mine production plan, that if successful, could increase the projects revenue and potential value;

●

Growth Prospects. NioCorp intends to produce critical minerals that are increasing in demand globally, driven by the transition to net zero emissions using methods such as electrification, light weighting and more durable materials;

●

Experienced and Proven Management Team. NioCorp has a strong management team with decades of combined experience in mineral production, and the senior management team of NioCorp intends to remain with NioCorp in the capacity of officers and/or directors, which will provide helpful continuity in advancing NioCorp’s strategic and growth goals;

●

ESG Mission. NioCorp’s mission is to accelerate the global transition to a lower carbon economy by serving as a reliable U.S. supplier of sustainably produced critical minerals, which highlights NioCorp’s focus on environmental, social and governance (“ESG”) values, and is further demonstrated by the Elk Creek Project’s alignment with the Equator Principles ESG Framework;

●

Supply Chain Security. The United States is currently dependent on foreign suppliers for most of NioCorp’s critical minerals, and as the Elk Creek Project (located near Elk Creek, Nebraska) is anticipated to be able to supply some of the world’s largest industries and sustainable technologies with made-in-USA critical minerals, NioCorp is expected to offer a production solution in a low-risk jurisdiction compared to other politically sensitive and unreliable supply locations outside of the United States; and

●

Competitive Advantage. NioCorp has several valuable competitive advantages with its expected mining operations at the Elk Creek Project, including its location on private land with extensive nearby infrastructure, strong community support as well as state and local government support, obtaining key federal and state permits required to proceed to the start of construction, its position to become the second largest indicated rare earth resource in the United States with intended production of high-value critical minerals and its focus on sustainability.

For a further description of the GX Board’s reasons for the approval of the business combination and the Transactions contemplated thereby, see the section of this joint proxy statement/prospectus entitled “The Transactions — GX’s Reasons for the Transactions and Recommendation of the GX Board.”

NioCorp’s Reasons for the Transactions and Recommendation of the NioCorp Board (page [●])

After careful consideration, the NioCorp Board recommends that the NioCorp Shareholders vote in favor of all matters related to the Transactions. The factors considered by the GX Board include, but were not limited to, the following:

●

Valuation. The approximately $0.89 per NioCorp Common Share equity rollover value represents a premium of approximately 14% to the NioCorp Common Share spot price and of approximately 12.6% to the NioCorp Common Share 20-day volume-weighted average price, as of September 23, 2022;

●

Anticipated Acceleration of Financing Efforts. The Transactions have the potential to (1) provide NioCorp with up to $285 million in net cash proceeds at the consummation of the Transactions, depending upon the amount of redemptions by GX Public Stockholders, and up to an additional $81 million over the next three years, depending on the consummation of other additional financing arrangements that NioCorp and GX intend to pursue prior to and following the expected Closing of the Transactions and (2) significantly accelerate NioCorp’s efforts to obtain the required Elk Creek Project financing by increasing exposure to institutional investors looking to make strategic investments in critical minerals plays that are crucial to the world’s clean energy transition;

●

Non-Binding Yorkville Term Sheets. The signing of non-binding LOIs for two separate financing packages with Yorkville, where, subject to entering into definitive agreements, such financings could provide NioCorp with access to up to an additional $81 million to help advance the Elk Creek Project. The financings contemplated by the LOIs include $16 million in convertible debentures that are expected to be funded at the closing of the Transactions, and subject to certain limitations can be repaid by NioCorp in either cash or NioCorp Common Shares, and a standby equity purchase facility pursuant to which NioCorp will have the ability to require Yorkville, subject to the conditions set out in the definitive agreements, to purchase up to $65 million of NioCorp Common Shares;

●

Anticipated Benefits of Nasdaq Listing. A listing on Nasdaq, which is an established national exchange in the United States, would provide broader access to capital and financing alternatives and would otherwise enhance NioCorp’s public profile;

●

Minimum Cash Condition. The consummation of the Transactions is subject to the satisfaction or waiver of certain closing conditions contained in the Business Combination Agreement, including, among other things, that, at the 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;

●

Alignment of Interests with Sponsor. (1) The Sponsor and certain of GX’s directors and officers have waived any redemption rights in connection with the Transactions with respect to any GX Founder Shares and any GX Class A Shares and (2) 3,150,000 GX Founder Shares are subject to post-Closing vesting conditions, to vest in two equal tranches only if the VWAP of NioCorp Common Shares has equaled or exceeded $13.42 divided by the Exchange Ratio, and $16.77 divided by the Exchange Ratio, respectively (as adjusted for stock splits (including the Reverse Stock Split), recapitalizations and similar events) for 20 trading days within any 30 trading-day period;

●

Fairness Opinion. GenCap’s opinion rendered to the NioCorp Board on September 25, 2022, which was subsequently confirmed by delivery of a written opinion dated as of September 25, 2022, that, as of the date of its opinion and based upon and subject to the factors, assumptions, considerations, limitations and other matters set forth in GenCap’s written opinion, that the Transactions (including the Exchange Ratio) are fair, from a financial point of view, to the NioCorp shareholders, as more fully described under “The Transactions — Opinion of NioCorp’s Financial Advisor” and in the full text of the written opinion of GenCap, which is attached as Annex E to this joint proxy statement/prospectus;

●

Employment Agreements. The continuity of NioCorp management upon the consummation of the Transactions due to the execution of the Key Employee Agreements;

●

Terms of the Business Combination Agreement. The NioCorp Board’s and its advisors’ review of the financial and other terms of the Business Combination Agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations to complete the Transactions, the termination provisions, the likelihood of the completion of the Transactions and the likely time period necessary to complete the Transactions.

For a further description of the NioCorp Board’s reasons for the approval of the Transactions, see the section of this joint proxy statement/prospectus entitled “The Transactions — NioCorp’s Reasons for the Transactions and Recommendation of the NioCorp Board.”

Opinion of GX’s Financial Advisor (page [●])

GX retained Scalar to act as its financial advisor in connection with the Transactions. Scalar rendered its opinion to the GX Board that, as of September 25, 2022 and based upon and subject to the factors and assumptions set forth therein, the consideration to be received by the holders of GX Class A Shares pursuant to the Business Combination Agreement is fair, from a financial point of view, to such stockholders. For a description of Scalar’s fairness opinion, see the section of this joint proxy statement/prospectus entitled “The Transactions — Opinion of GX’s Financial Advisor.”

Opinion of NioCorp’s Financial Advisor (page [●])

NioCorp retained GenCap to act as its financial advisor in connection with the Transactions. On September 25, 2022, GenCap rendered its oral opinion to the NioCorp Board (which was subsequently confirmed in writing by delivery of a written opinion dated September 25, 2022) to the effect that, subject to the assumptions, qualifications, limitations and other matters considered by GenCap in connection with the preparation of its opinion, as of such date, the Transactions are fair, from a financial point of view, to the NioCorp Shareholders. For a description of GenCap’s fairness opinion, see the section of this joint proxy statement/prospectus entitled “The Transactions — Opinion of NioCorp’s Financial Advisor.”

Accounting Treatment of the Transactions (page [●])

The business combination 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. Accordingly, the Transactions are treated as the equivalent of NioCorp issuing 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 business combination will be those of NioCorp.

Treatment of NioCorp Group Equity Awards (page [●])

All NioCorp options outstanding at the Closing shall remain outstanding immediately following the Closing, at which time the NioCorp Board will determine whether an equitable adjustment to the NioCorp Options should be made in connection with the Reverse Stock Split, consistent with the NioCorp Developments Ltd. Long Term Incentive Plan, effective as of November 9, 2017 (the “NioCorp Incentive Plan”) and in consultation with GX.

Ownership of the Combined Company After the Closing (page [●])

Listing (page [●])

The completion of the Transactions is conditioned upon the approval for listing of the NioCorp Common Shares issuable pursuant to the Transactions on the TSX and Nasdaq, and listing of the NioCorp Assumed Warrants on Nasdaq, in each case at or prior to the effective time, subject to official notice of issuance. NioCorp intends to apply for listing of the NioCorp Common Shares and NioCorp Assumed Warrants on Nasdaq, and to apply for listing of the NioCorp Common Shares to be issued in connection with the Transactions and the Yorkville Financings with the TSX. Neither Nasdaq nor TSX has conditionally approved any NioCorp listing application and there is no assurance that such exchanges will approve any listing application.

Following the Closing, the GX Public Units, GX Class A Shares and GX Public Warrants will be delisted from Nasdaq and deregistered under the Exchange Act.

Ancillary Agreements

NioCorp Support Agreement (page [●])

On September 25, 2022, concurrently with the execution of the Business Combination Agreement, GX, NioCorp and the directors and officers of NioCorp entered into the NioCorp Support Agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex I, pursuant to which the parties agreed, among other things, to vote in favor of the NioCorp Proposals.

For more information about the NioCorp Support Agreement, see the section of this joint proxy statement/prospectus entitled “Ancillary Agreements — NioCorp Support Agreement.”

GX Support Agreement (page [●])

On September 25, 2022, concurrently with the execution of the Business Combination Agreement, NioCorp, GX, the Sponsor and certain officers and directors of GX executed the GX Support Agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex J, pursuant to which, among other things, the Sponsor and certain officers and directors of GX have agreed among other things to vote their shares of GX Common Stock in favor of (a) an amendment to the GX Existing Charter to eliminate the automatic conversion of GX Founder Shares at the time of a Business Combination (as defined in the GX Existing Charter), (b) the Transactions, and (c) any other proposals that are necessary to effectuate the Transactions. With respect to certain Second Merger Class B Shares that are subject to an earnout period, the Sponsor and certain officers and directors of GX also agreed not to transfer such shares until NioCorp Common Shares achieve a trading price exceeding certain dollar thresholds set forth in the GX Support Agreement, subject to the terms and conditions contemplated by the GX Support Agreement. Such shares will be forfeited if the NioCorp Common Shares do not achieve the specified trading prices prior to the tenth anniversary of the Closing Date.

For more information about the GX Support Agreement, see the section of this joint proxy statement/prospectus entitled “Ancillary Agreements — GX Support Agreement.”

Exchange Agreement (page [●])

Pursuant to the Business Combination Agreement, in connection with the Closing, NioCorp, GX and the Sponsor will enter into the Exchange Agreement, a copy of the form of which is attached to this joint proxy statement/prospectus as Annex H, pursuant to which, among other things, the Sponsor will be entitled to exchange any or all of its shares of Second Merger Class B Shares in GX (subject, in the case of Second Merger Class B Shares subject to an earnout period, to achievement of the applicable trading prices) for NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement. Under certain circumstances, and subject to certain exceptions, NioCorp may instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement in cash, in lieu of NioCorp Common Shares, based on a volume-weighted average price of NioCorp Common Shares.

For more information about the Exchange Agreement, see the section of this joint proxy statement/prospectus entitled “Ancillary Agreements — Exchange Agreement.”

Registration Rights and Lock-Up Agreement (page [●])

Pursuant to the Business Combination Agreement, in connection with the Closing, NioCorp, GX, the Sponsor, in its capacity as a shareholder of GX, the pre-Closing directors and officers of NioCorp and the other parties thereto will enter into the Registration Rights and Lock-Up Agreement, a copy of the form of which is attached to this joint proxy statement/prospectus as Annex G, pursuant to which, among other things, NioCorp will be obligated to file a shelf registration statement to register the resale of certain securities of NioCorp held by the parties after the Closing. The Registration Rights and Lock-Up Agreement will also provide for certain “lock-up” restrictions with respect to the certain NioCorp securities held after the Closing by the Sponsor and the pre-Closing directors and officers of NioCorp.

For more information about the Registration Rights and Lock-Up Agreement, see the section of this joint proxy statement/prospectus entitled “Ancillary Agreements—Registration Rights and Lock-Up Agreement.”

Key Employee Agreements (page [●])

On September 25, 2022, in connection with entry into the Business Combination Agreement, certain executive officers of NioCorp entered into Employment Agreements with ECRC. Subject to each such officer entering into a Restrictive Covenant Agreement (as defined herein) with ECRC prior to the Closing, the Employment Agreements will become effective upon the Closing, and will continue on an at-will basis until either the officer or ECRC terminates the officer’s employment for any reason.

For more information about the Registration Rights and Lock-Up Agreement, see the section of this joint proxy statement/prospectus entitled “Ancillary Agreements—Key Employee Agreements.”

Management and Board of Directors of NioCorp After the Transactions (page [●])

Following the Closing, it is anticipated that current officers and directors of NioCorp will remain in such roles and the two additional directors identified by GX will be appointed to the NioCorp Board, subject to NioCorp’s reasonable approval.

Yorkville Financings (page [●])

In connection with the Transactions, NioCorp intends to enter into the Yorkville Financing Agreements to undertake the Yorkville Financings. Once completed, the Yorkville Financings could provide NioCorp with access to up to an additional $80,360,000 of capital, before related expenses payable by the Company.

For more information about the Yorkville Financings, see the section of this joint proxy statement/prospectus entitled “Yorkville Financings.”

GX Special Meeting of Stockholders

Date, Time and Place of the GX Stockholder Meeting (page [●])

The GX Stockholder Meeting will be held on , 2022, at , Eastern time, conducted via live webcast at the following address: . You will need the 12-digit meeting control number that is printed on your proxy card to enter the GX Stockholder Meeting. GX recommends that you log in at least 15 minutes before the GX Stockholder Meeting to ensure you are logged in when the GX Stockholder Meeting starts. Please note that you will not be able to attend the GX Stockholder Meeting in person.

Record Date and Voting for the GX Stockholder Meeting (page [●])

GX Stockholders will be entitled to vote or direct votes to be cast at the GX Stockholder Meeting if they owned GX Class A Shares or GX Founder Shares at the close of business on , 2022, which is the record date for the GX Stockholder Meeting. GX Stockholders are entitled to one vote for each GX Class A Share or GX Founder Share that they owned as of the close of business on the record date. If a GX Stockholder’s shares are held in “street name” or are in a margin or similar account, they should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the record date, there were GX Class A Shares outstanding and GX Founder Shares outstanding, of which GX Founder Shares are held by GX’s Sponsor, officers and directors.

GX’s Sponsor, officers and directors have agreed to vote all of their GX Founder Shares and any GX Class A Shares acquired by them in favor of the Business Combination Proposal. GX’s issued and outstanding GX Warrants do not have voting rights at the GX Stockholder Meeting.

GX Proposals for Stockholder Approval (page [●])

At the GX Stockholder Meeting, GX will ask the GX Stockholders to vote in favor of the following proposals:

●

GX Proposal No. 1 — The Business Combination Proposal: a proposal to approve the adoption of the Business Combination Agreement and the Transactions.

●

GX Proposal No. 2 — The Charter Amendment Proposal: a proposal to approve the amendment to the GX Existing Charter to remove the automatic conversion of GX Founder Shares into GX Class A Shares (such amendment, the “GX Charter Amendment”), as of immediately prior to the Closing. A copy of the GX Charter Amendment is attached to the accompanying joint proxy statement/prospectus as Annex C.

●

GX Proposal No. 3 Through No. 9 — The Charter Proposal:

separate proposals to approve the following material differences in the GX Proposed Charter that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing. A copy of the GX Proposed Charter is attached to the accompanying joint proxy statement/prospectus as Annex D;

■

to increase the number of authorized shares of GX Class A Shares and GX Founder Shares (Proposal No. 3);

■

to increase the number of authorized shares of preferred stock of GX (Proposal No. 4);

■

to declassify the board of directors from three classes to one class (Proposal No. 5);

■

to provide for the election or removal of directors only upon the vote of holders of GX Class A Shares (Proposal No. 6);

■

●

GX Proposal No. 10 — The Adjournment Proposal: a proposal to approve a proposal to adjourn the GX Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the GX Stockholder Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for a vote.

Quorum and Vote Required for the GX Proposals (page [●])

A quorum will be present at the GX Stockholder Meeting if a majority of the GX Common Stock outstanding and entitled to vote at the GX Stockholder Meeting is represented in person online or by proxy.

The approval of the Business Combination Proposal requires the affirmative vote (in person online or by proxy) of the holders of a majority of all then outstanding shares of GX Common Stock entitled to vote thereon at the GX Stockholder Meeting.

For more information about these proposals, see the section of this joint proxy statement/prospectus entitled “GX Special Meeting of Stockholders — Quorum and Vote Required for the GX Proposals.”

Recommendation to GX Stockholders (page [●])

The GX Board believes that each of the Business Combination Proposal, the Charter Amendment Proposal, the Charter Proposal and the Adjournment Proposal to be presented at the GX Stockholder Meeting is in the best interests of GX and its stockholders and unanimously recommends that its stockholders vote “FOR” each of these proposals.

Interests of GX Directors and Officers in the Transactions (page [●])

When GX Stockholders consider the recommendation of the GX Board in favor of approval of the Business Combination Proposal and the other proposals presented for stockholder approval in this joint proxy statement/prospectus, GX Stockholders should keep in mind that GX’s directors and officers have interests in the Transactions that are different from or in addition to (or which may conflict with) the interests of GX Stockholders. These interests include:

●

the expected appointment of Messrs. Maselli and Kehler as directors of the Combined Company;

●

the fact that GX’s Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a stockholder vote to approve the Transactions;

●

that, at the Closing, GX will enter into the Registration Rights and Lock-Up Agreement, which provides for registration rights to the Sponsor and its permitted transferees;

●

the continued indemnification of current directors and officers of GX and the continuation of directors’ and officers’ liability insurance after the completion of the Transactions;

●

the fact that GX’s Sponsor, officers and directors will lose their entire investment in GX if an initial business combination is not completed.

These interests may influence GX’s directors in making their recommendation that GX Stockholders vote in favor of the approval of the Transactions. GX’s directors were aware of and considered these interests, among other matters, in evaluating the Transactions, and in recommending to GX stockholders that they approve the Transactions. GX stockholders should take these interests into account in deciding whether to approve the Transactions.

No Appraisal or Dissenter’s Rights (page [●])

No appraisal or dissenter’s rights are available to holders of shares of GX Common Stock or GX Warrants in connection with the Transactions.

Redemption Rights of GX Stockholders (page [●])

Pursuant to the GX Existing Charter, any holders of GX Class A Shares may demand that such shares be redeemed in exchange for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the Trust Account, including any amounts representing interest earned on the Trust Account, less taxes payable, provided that such stockholders follow the specific procedures for redemption set forth in this joint proxy statement/prospectus.

For illustrative purposes, based on funds in the Trust Account as of [●] of approximately $[●] million, the estimated per share redemption price would have been approximately $[●]. If a GX Public Stockholder exercises its redemption rights, then such GX Public Stockholder will be exchanging its shares of GX Class A Shares for cash and will no longer own shares of GX. Such a holder will be entitled to receive cash for its GX Class A Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to GX’s transfer agent in accordance with the procedures described herein. Each redemption of GX Class A Shares by the GX Public Stockholders will decrease the amount in the Trust Account. See the section entitled “GX Special Meeting of Stockholders — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights.

NioCorp Special Meeting of Shareholders (page [●])

Date, Time and Place of the NioCorp Shareholder Meeting

The NioCorp Shareholder Meeting will be held on , 2022, at at 7000 S. Yosemite Street, Lower Level Conference Room, Centennial, Colorado, 80112.

Record Date and Voting for the NioCorp Shareholder Meeting (page [●])

NioCorp Proposals for Shareholder Approval (page [●])

The purpose of the NioCorp Shareholder Meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

●

NioCorp Proposal No. 1 — Share Issuance Proposal: To consider and vote on the Share Issuance Proposal;

●

NioCorp Proposal No. 2 — Yorkville Equity Facility Financing Proposal: To consider and vote on the Yorkville Equity Facility Financing Proposal;

●

NioCorp Proposal No. 3 — Yorkville Convertible Debt Financing Proposal: To consider and vote on the Yorkville Convertible Debt Financing Proposal;

●

NioCorp Proposal No. 4 — Quorum Amendment Proposal: To consider and vote on the Quorum Amendment Proposal; and

●

NioCorp Proposal No. 5 — Adjournment Proposal: To consider and vote on the Adjournment Proposal.

Approval of the Share Issuance Proposal and the Quorum Amendment Proposal by NioCorp Shareholders is a condition to the consummation of the Transactions. Only business within the purposes described in the Notice of Meeting may be conducted at the NioCorp Shareholder Meeting or any adjournment thereof.

Quorum and Votes Required for the NioCorp Proposals (page [●])

Broker non-votes will not be counted as present for purposes of determining the presence of a quorum for purposes at the NioCorp Shareholder Meeting and will not be voted. Accordingly, broker non-votes will have any effect on the outcome of the votes on the matters to be acted upon at the NioCorp Shareholder Meeting.

If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy card and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” each of the NioCorp Proposals.

NioCorp Proposal No. 1 — Share Issuance Proposal

NioCorp Proposal No. 2 — Yorkville Equity Facility Financing Proposal

NioCorp Proposal No. 3 — Yorkville Convertible Debt Financing Proposal

NioCorp Proposal No. 4 — Quorum Amendment Proposal

NioCorp Proposal No. 5 — Adjournment Proposal

Recommendation to NioCorp Shareholders (page [●])

After careful consideration, including a review of the opinion of GenCap, information concerning GX, the Business Combination Agreement, proposed Transactions and alternatives, and consultation with management and NioCorp’s financial advisors and legal counsel, and consideration of such other matters as the NioCorp Board considered relevant, the NioCorp Board unanimously resolved (i) that the Transactions are fair to the NioCorp Shareholders and (ii) that the Transactions and entering into of the Business Combination Agreement and the other ancillaries contemplated thereby are in the best interests of NioCorp. The NioCorp Board unanimously recommends that NioCorp Shareholders vote:

●

NioCorp Proposal No. 1: “FOR” the Share Issuance Proposal;

●

NioCorp Proposal No. 2: “FOR” the Yorkville Equity Facility Financing Proposal;

●

NioCorp Proposal No. 3: “FOR” the Yorkville Convertible Debt Financing Proposal;

●

NioCorp Proposal No. 4: “FOR” the Quorum Amendment Proposal; and

●

NioCorp Proposal No. 5: “FOR” the Adjournment Proposal.

Interests of NioCorp Directors and Officers in the Transactions (page [●])

No Appraisal or Dissenter’s Rights (page [●])

No action is proposed for consideration at the NioCorp Shareholder Meeting for which the laws of British Columbia or the NioCorp Articles provide a right of a NioCorp Shareholder to dissent and obtain appraisal of or payment for such shareholder’s NioCorp Common Shares.

Material U.S. Federal Income Tax Considerations (page [●])

As discussed more fully under 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,” the First Merger is expected to be a fully taxable transaction that does not qualify as a reorganization within the meaning of section 368(a) of the Code. Pursuant to that treatment, holders of GX stock or securities will recognize gain or loss upon any exchange of GX stock or securities for NioCorp securities in the Transactions. NioCorp also currently expects the Transactions not to result in an inversion (as defined below) for U.S. federal income tax purposes. If this determination were incorrect and the Transactions result in an inversion, adverse U.S. federal income tax consequences could apply to NioCorp and GX, and, in certain cases, NioCorp’s shareholders. All of these determinations are subject to significant uncertainty and no assurance can be given that your tax advisor will agree with these determinations or that the IRS would not assert, or that a court would not sustain, a contrary position. For a more complete analysis of U.S. federal income tax considerations relating to the Transactions, you are strongly urged to read “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations With Respect to the Redemption and the Transactions” of this joint proxy statement/prospectus. You are also urged to consult your tax advisor regarding the particular federal, state, local, and non-U.S. tax consequences of the Transactions that pertain to you and your situation.

Material Canadian Federal Income Tax Considerations (page [●])

As discussed more fully under the section entitled “Material Canadian Federal Income Tax Considerations — Material Canadian Federal Income Tax Considerations With Respect to the Redemption and the Transactions,” Canadian holders whose GX stock or securities are redeemed or who acquire as beneficial owner NioCorp securities in exchange for GX stock or securities will generally realize a capital gain (or capital loss) in the taxation year of the redemption or Exchange (as applicable) to the extent the proceeds of disposition received on the redemption or Exchange (as applicable), net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Canadian Resident Holder’s GX stock or securities, as determined immediately before the redemption or Exchange (as applicable).

Comparison of Shareholders’ Rights (page [●])

Upon completion of the Transactions, the rights of NioCorp Shareholders and GX Stockholders who become NioCorp Shareholders will no longer be governed by the NioCorp Articles or the GX Existing Charter and GX Bylaws, and instead will be governed by the NioCorp Amended Articles. See “Comparison of Shareholders’ Rights.”

Risk Factors (page [●])

You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [●] of this joint proxy statement/prospectus. You also should read and carefully consider the risk factors of NioCorp and GX contained in the documents that are incorporated by reference into this joint proxy statement/prospectus. These risks include, among others:

Risks Relating to GX and the Transactions

●

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.

	●	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.
	●	Current NioCorp Shareholders and GX Stockholders will generally have a reduced ownership and voting interest in the Combined Company after the Transactions.
	●	The fairness opinions obtained by the NioCorp Board and the GX Board from their respective financial advisors will not reflect changes or events that may occur after the date of the opinions.
	●	Failure to complete the Transactions could negatively impact NioCorp’s or GX’s stock price and adversely affect their results of operations, cash flows and financial position.

●

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

	●	The Business Combination Agreement limits NioCorp’s ability to pursue alternatives to the Transactions or to terminate the Business Combination Agreement.
	●	If NioCorp fails to consummate the Yorkville Financings, the Transactions may not be completed.

●

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.

●

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

●

Changes in 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.

●

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.

●

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 other charges that could have a significant negative effect on the Combined Company’s financial condition.

●

The Transactions are subject to the receipt of certain approvals and conditions.

●

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

●

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.

●

GX Stockholders and NioCorp Shareholders will experience immediate dilution due to the Transactions and may experience additional dilution as a consequence of certain other transactions.

●

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

●

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.

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

●

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 in the United States to provide the NioCorp Shareholders with adequate liquidity.

●

Future issuances or 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.

●

Upon consummation of the Transactions, the rights of GX Stockholders and NioCorp Shareholders will change.

●

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

●

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

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.

●

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.

●

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.

●

If third parties bring claims against GX, the proceeds held in the Trust Account could be reduced.

●

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.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

Selected Historical Financial Information of NioCorp

The information presented below is derived from NioCorp’s audited consolidated financial statements for the fiscal years ended June 30, 2022, 2021 and 2020 as of June 30, 2022 and June 30, 2021. The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read carefully the following selected information in conjunction with NioCorp’s historical consolidated financial statements and accompanying notes thereto, included elsewhere in this joint proxy statement/prospectus, and the other information incorporated by reference into this joint proxy statement/prospectus.

Statement of Operations and Comprehensive Loss

(in thousands, except per share amounts)	For the Year Ended June 30,
	2022		2021		2020
Sales	$	—	$	—	$	—
Total operating expenses	7,796		4,092		3,432
Net loss	10,887		4,824		4,001
Loss per common share, basic and diluted	0.04		0.02		0.02

Statements of Financial Position

(in thousands)	As at June 30,
	2022		2021
Total assets	$	22,756	$	24,470
Debt, including current portion	4,169		10,675
Shareholders’ equity	17,665		13,213

Selected Historical Financial Information of GX

GX’s historical statements of operations data for the year ended December 31, 2021 and for the period from September 24, 2020 (inception) through December 31, 2020 and the selected historical balance sheet data as of December 31, 2021 and 2020 are derived from GX’s audited financial statements included elsewhere in this joint proxy statement/prospectus. GX’s historical statements of operations data for the six months ended June 30, 2022 and June 30, 2021 and the selected historical balance sheet data as of June 30, 2022 are derived from GX’s unaudited interim condensed financial statements included elsewhere in this joint proxy statement/prospectus. In the opinion of GX’s management, the unaudited interim condensed consolidated financial statements include all adjustments necessary to state fairly GX’s financial position as of June 30, 2022 and the results of operations for the six months ended June 30, 2022 and 2021.

GX’s historical results are not necessarily indicative of the results to be expected in the future and GX’s results for the six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2022 or any other period. You should read the following historical financial data together with the section entitled “GX’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and GX’s audited financial statements and related notes and unaudited interim condensed financial statements and related notes, included elsewhere in this joint proxy statement/prospectus.

	Year Ended December 31, 2021			For the Period from September 24, 2020 (Inception) through December 31, 2020			Six Months Ended June 30,
	Year Ended December 31, 2021						2022			2021
Statements of Operations Data:
Operating costs	$	1,391,322		$	1,450		$	1,195,644		$	378,950
Loss from operations		(1,391,322	)		(1,450	)		(1,195,644	)		(378,950	)

Other income (expense):
Change in fair value of warrant liability		12,076,667			—			6,166,667			5,796,667
Change in fair value of over-allotment option		138,932			—			—			—
Warrant transaction costs		(744,333	)		—			—			(744,333)
Interest earned on marketable securities held in Trust Account		16,667			—			352,934			6,469
Unrealized gain on marketable securities held in Trust Account		—			—			1,741			—
Total other income, net		11,487,933			—			6,521,342			5,058,803

Income before provision for income taxes		—			—			5,325,698			4,679,853
Provision for income taxes		—			—			(4,491)			—
Net income (loss)	$	10,096,611		$	(1,450)		$	5,321,207		$	4,679,853
Weighted average shares outstanding, Class A common stock		23,342,466			—			30,000,000			16,574,586
Basic and diluted net income per share, Class A common stock	$	0.33		$	—		$	0.14		$	0.19
Weighted average shares outstanding, Class B common stock		7,500,000			7,500,000			7,500,000			7,500,000
Basic and diluted net income per share, Class B common stock	$	0.33		$	(0.00)		$	0.14		$	0.19

	As of December 31, 2021		As of December 31, 2020		As of June 30, 2022
Balance Sheets Data:
Cash	$	725,875	$	4,460	$	193,434
Marketable securities held in Trust Account	$	300,016,667	$	—	$	300,178,342
Total assets	$	301,267,911	$	101,960	$	300,728,573
Total liabilities	$	19,504,836	$	78,410	$	13,644,291
Class A common stock subject to possible redemption, 30,000,000, 30,000,000 and no shares at redemption value as of June 30, 2022, December 31, 2021 and 2020	$	300,000,000	$	—	$	300,070,766
Total stockholders’ (deficit) equity	$	(18,236,925)	$	23,550	$	(12,986,484	)

COMPARATIVE MARKET PRICE INFORMATION

NioCorp Common Shares trade on the TSX under the symbol “NB,” on the U.S. Over-the-Counter Bulletin Board and the OTCQX under the symbol “NIOBF” and on the Frankfurt Stock Exchange as “BR3.” GX Class A Shares are currently listed on Nasdaq under the symbol “GXII.” The following table sets forth the closing sale price per share of NioCorp Common Shares reported on the OTCQX and GX Class A Shares reported on the Nasdaq Capital Market, respectively, as of September 23, 2022, the trading day before the public announcement of the execution of the Business Combination Agreement, and , , the latest practicable trading date before the mailing of this joint proxy statement/prospectus. The table also shows the estimated implied value of the merger consideration for each GX Class A share on the relevant date.

Date	NioCorp Common Shares Closing Price	GX Class A Shares Closing Price	Estimated Equivalent Per Share Value⁽¹⁾
September 23, 2022	$0.78	$9.80	$8.75
,

__________________

(1) The implied value of the merger consideration is based upon the product of the Exchange Ratio and the closing price of NioCorp Common Shares as of the applicable date.

The above table shows only historical comparisons. NioCorp Shareholders and GX Stockholders are encouraged to obtain current market quotations for shares of NioCorp Common Shares and GX Class A Shares and to review carefully and in its entirety the other information contained in, or incorporated by reference into, this joint proxy statement/prospectus. The market prices of NioCorp Common Shares and GX Class A Shares will fluctuate between the date of this joint proxy statement/prospectus and the date of completion of the Transactions. No assurance can be given concerning the market prices of NioCorp Common Shares or GX Class A Shares before or after the completion of the Transactions. Changes in the market price of NioCorp Common Shares or GX Class A Shares prior to the completion of the Transactions will affect the market value of the consideration that GX Stockholders will receive upon completion of the Transactions.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus contain or may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and “forward-looking information” within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking terms such as “anticipates,” “believes,” “budgets,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “might,” “outlook,” “plans,” “possible,” “potential,” “predict,” “pro forma,” “projects,” “schedule,” “should,” “target,” “will,” “would” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements may include, but are not limited to, statements about:

●

the parties’ ability to close the proposed Transactions, including NioCorp and GX being able to receive all required regulatory, third-party and shareholder approvals for the proposed Transactions;

●

the anticipated benefits of the Transactions, including the potential amount of cash that may be available to the Combined Company upon consummation of the Transactions and the use of the net proceeds following the redemptions by GX Public Stockholders;

●

NioCorp’s expectation that its common shares will be accepted for listing on the Nasdaq Stock Market following the closing of the proposed Transactions;

●

the execution of definitive agreements relating to the convertible debenture transaction and the standby equity purchase facility contemplated by the term sheets with Yorkville;

●

the financial and business performance of NioCorp;

●

NioCorp’s anticipated results and developments in the operations of NioCorp in future periods;

●

NioCorp’s planned exploration activities;

●

the adequacy of NioCorp’s financial resources;

●

NioCorp’s ability to secure sufficient project financing to complete construction and commence operation of the Elk Creek Project;

●

NioCorp’s expectation and ability to produce niobium, scandium and titanium at the Elk Creek Project;

●

the outcome of current recovery process improvement testing, and NioCorp’s expectation that such process improvements could lead to greater efficiencies and cost savings in the Elk Creek Project;

●

the Elk Creek Project’s ability to produce multiple critical metals;

●

the Elk Creek Project’s projected ore production and mining operations over its expected mine life;

●

the completion of the demonstration plant and technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned product suite;

●

the exercise of options to purchase additional land parcels;

●

the execution of contracts with engineering, procurement and construction companies;

●

NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues and geopolitical unrest on the Elk Creek Project’s economic model;

●

the impact of health epidemics, including the COVID-19 pandemic, on NioCorp’s business and the actions NioCorp may take in response thereto; and

●

the creation of full time and contract construction jobs over the construction period of the Elk Creek Project.

The forward-looking statements speak only as of the date they are made and are based on the current beliefs and expectations of the management of NioCorp and GX, as applicable. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: the future price of metals; the stability of the financial and capital markets; NioCorp and GX being able to receive all required regulatory, third-party and shareholder approvals for the proposed Transactions; the amount of redemptions by GX Public Stockholders; the execution of definitive agreements relating to the convertible debenture transaction and the standby equity purchase facility contemplated by the term sheets with Yorkville; and other current estimates and assumptions regarding the proposed Transactions and their benefits. Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change.

Forward-looking statements involve a number of risks, uncertainties and other factors that that could cause actual outcomes and results to differ materially from those expressed or implied in those statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled “Risk Factors” beginning on page [●] of this joint proxy statement/prospectus and under the heading “Risk Factors” in the documents incorporated by reference herein, including:

●

the amount of any redemptions by GX Public Stockholders being greater than expected, which may reduce the cash in trust available to NioCorp upon the consummation of the Transactions;

●

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement and/or payment of the termination fees;

●

the outcome of any legal proceedings that may be instituted against NioCorp or GX following announcement of the Business Combination Agreement and the Transactions;

●

the inability to complete the Transactions due to, among other things, the failure to obtain NioCorp Shareholder approval or GX Stockholder approval or the execution of definitive agreements relating to the convertible debenture transaction and the standby equity purchase facility contemplated by the term sheets with Yorkville;

●

the risk that the announcement and consummation of the Transactions disrupts NioCorp’s current plans;

●

the ability to recognize the anticipated benefits of the Transactions;

●

unexpected costs related to the Transactions;

●

the risks that the consummation of the Transactions is substantially delayed or does not occur, including prior to the date on which GX is required to liquidate under the terms of its charter documents;

●

NioCorp’s ability to operate as a going concern;

●

NioCorp’s requirement of significant additional capital;

●

NioCorp’s limited operating history;

●

NioCorp’s history of losses;

●

cost increases for NioCorp’s exploration and, if warranted, development projects;

●

a disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity;

●

equipment and supply shortages;

●

current and future offtake agreements, joint ventures, and partnerships;

●

NioCorp’s ability to attract qualified management;

●

the effects of the COVID-19 pandemic or other global health crises on NioCorp’s business plans, financial condition and liquidity;

●

estimates of mineral resources and reserves;

●

mineral exploration and production activities;

●

feasibility study results;

●

changes in demand for and price of commodities (such as fuel and electricity) and currencies;

●

changes or disruptions in the securities markets;

●

legislative, political or economic developments;

●

the need to obtain permits and comply with laws and regulations and other regulatory requirements;

●

the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential of NioCorp’s projects;

●

risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions;

●

the possibility of cost overruns or unanticipated expenses in development programs;

●

operating or technical difficulties in connection with exploration, mining, or development activities;

●

the speculative nature of mineral exploration and development, including the risks of diminishing quantities or grades of reserves and resources;

●

claims on the title to NioCorp’s properties;

●

potential future litigation;

●

NioCorp’s lack of insurance covering all of NioCorp’s operations; and

●

risks related to the material weakness in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material weakness and the timing of remediation.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements. All subsequent written and oral forward-looking statements concerning the Transactions or other matters addressed herein and attributable to NioCorp, GX or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Neither NioCorp nor GX undertakes any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this joint proxy statement/prospectus, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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.

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:

●

a limited availability of market quotations for NioCorp’s securities;

●

a determination that NioCorp Common Shares are a “penny stock” which will require brokers trading in NioCorp Common Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for NioCorp Common Shares;

●

a limited amount of analyst coverage; and

●

a decreased ability to issue additional securities or obtain additional financing in the future.

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:

●

NioCorp and GX may experience negative reactions from the financial markets, including negative impacts on their respective stock prices;

●

NioCorp and GX will still be required to pay certain significant costs relating to the Transactions, such as legal, accounting, financial advisor and printing fees;

●

NioCorp may be required to pay a termination fee under the terms of the Business Combination Agreement;

●

the Business Combination Agreement places certain restrictions on the conduct of the respective businesses of NioCorp and GX until the earlier of the termination of the Business Combination Agreement and the Closing Date, which restrictions may have delayed or prevented the respective companies from undertaking business opportunities that, absent the Business Combination Agreement, may have been pursued;

●

matters relating to the Transactions require substantial commitments of time and resources by each company’s management, which could have resulted in the distraction of each company’s management from ongoing business operations and pursuing other opportunities that could have been beneficial to the companies; and

●

litigation related to any failure to complete the Transactions or related to any enforcement proceeding commenced against NioCorp or GX to perform their respective obligations under the Business Combination Agreement.

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:

●

the realization of any of the risk factors presented in this joint proxy statement/prospectus;

●

actual or anticipated fluctuations in the Combined Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

●

changes in the market’s expectations about the Combined Company’s operating results;

●

the Combined Company’s operating results failing to meet the expectation of securities analysts of investors in a particular period;

●

operating and share price performance of other companies that investors deem comparable to the Combined Company;

●

the volume of NioCorp Common Shares available for public sale;

●

future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases of the Combined Company’s securities;

●

announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by the Combined Company or its competitors;

●

the Combined Company’s ability to effectively manage growth;

●

actual or anticipated variations in quarterly operating results;

●

the Combined Company’s cash position;

●

the Combined Company’s failure to meet the estimates and projections of the investment community or that it may otherwise provide to the public;

●

changes in the market valuations of similar companies;

●

overall performance of the equity markets;

●

speculation in the press or investment community;

●

sales of NioCorp Common Shares by it or its shareholders in the future;

●

the trading volume of NioCorp Common Shares;

●

changes in accounting practices;

●

the ineffectiveness of the Combined Company’s internal control over financial reporting;

●

disputes or other developments relating to proprietary rights, including patents, litigation matters and the Combined Company’s ability to obtain or maintain patent protection for its technologies;

●

significant lawsuits, including patent or shareholder litigation;

●

general political and economic conditions, including health pandemics, such as COVID-19; and

●

other events or factors, many of which are beyond the Combined Company’s control.

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:

●

higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements;

●

rules and regulations regarding currency redemption;

●

complex corporate withholding taxes on individuals;

●

laws governing the manner in which future business combinations may be affected;

●

tariffs and trade barriers;

●

regulations related to customs and import/export matters;

●

longer payment cycles and challenges in collecting accounts receivable;

●

tax issues, such as tax law changes and differences between Canadian and U.S. tax laws;

●

currency fluctuations and exchange controls;

●

rates of inflation;

●

employment regulations; and

●

deterioration of political relations between Canada and the United States.

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:

●

the beneficial ownership of the Sponsor and certain of GX’s directors and officers of an aggregate of 7,500,000 shares of GX Founder Shares and 5,666,667 Private Placement Warrants, which shares and warrants would become worthless if GX does not complete a business combination within the applicable time period, as its Sponsor, officers and directors have waived any redemption right with respect to these shares. The Sponsor paid an aggregate of $25,000 for its GX Founder Shares, and $8,500,000 for its Private Placement Warrants, and such shares and warrants have an aggregate market value of approximately $ million and $ million, respectively, based on the closing price of GX Class A Shares of $ on Nasdaq on , 2022, the record date for the special meeting of stockholders. Each of GX’s officers and directors is a member of the Sponsor. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler, are the managing members of the Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the GX Class A Shares, GX Founder Shares and GX Warrants held of record by the Sponsor;

●

the expected appointment of Messrs. Maselli and Kehler as directors of the Combined Company;

●

the fact that GX’s Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a shareholder vote to approve the Transactions;

●

the fact that GX’s Sponsor paid an aggregate of approximately $8,500,000 for its 5,666,667 Private Placement Warrants to purchase GX Class A Shares and that such Private Placement Warrants will expire worthless if a business combination is not consummated by March 22, 2023;

●

that, at the Closing, GX will enter into the Registration Rights and Lock-Up Agreement, which provides for registration rights to the Sponsor and certain GX officers and directors and their permitted transferees;

●

the continued indemnification of current directors and officers of GX and the continuation of directors’ and officers’ liability insurance after the Transactions;

●

the fact that GX’s Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on its behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

●

the fact that GX’s Sponsor, officers and directors will lose their entire investment in GX if an initial business combination is not completed.

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 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

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.

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.

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 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 historical audited consolidated financial statements of NioCorp as of and for the fiscal year ended June 30, 2022; and

●

the (i) historical audited financial statements of GX as of and for the year ended December 31, 2021 and (ii) historical unaudited condensed financial statements of GX as of and for the six months ended June 30, 2022 and 2021.

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:

●

predecessor NioCorp Shareholders’ voting interest in the Combined Company;

●

the predecessor NioCorp Board having seven members that are retained into the Combined Company Board of nine members, thereby representing the majority of the members of the Combined Company Board;

●

predecessor NioCorp management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations;

●

the post-combination company assuming the NioCorp and Elk Creek Resources names;

●

the pre-existing NioCorp headquarters will be maintained; and

●

the intended strategy of the Combined Company being a continuation of predecessor NioCorp strategy, primarily the development of the Elk Creek Project.

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.

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:

●

Assuming No Redemptions: This presentation assumes that no GX Public Stockholders exercise redemption rights with respect to their GX Class A Shares for a pro rata share of the funds in the Trust Account. Under the assumption of no redemptions, each of the 30.0 million of GX Class A Shares will be exchanged for 11.1829212 NioCorp Common Shares, resulting in the issuance of 335,487,636 NioCorp Common Shares.

●

Assuming Maximum Redemptions: This presentation assumes that GX Public Stockholders holding 29.693 million GX Class A Shares will exercise their redemption rights for their pro rata share (approximately $10.00 per share as of June 30, 2022) of the funds in the Trust Account, which is estimated to be the maximum amount of redemptions that could occur and still permit the Combined Company to satisfy the Closing condition that the Combined Company and its subsidiaries (including GX, as the surviving company of the Second Merger) will have net tangible assets of at least $5,000,001 immediately upon the consummation of the Transactions, after giving effect to any redemptions by GX Public Stockholders and after payment of underwriters’ fees or commissions.

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.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2022

(Dollars in Thousands)

									Assuming no redemptions						Assuming maximum redemptions
	NioCorp Developments Ltd.			GX Acquisition Corp. II			Notes		Pro forma Adjustments			Pro forma Combined			Pro forma Adjustments			Pro forma Combined
	(Historical & Restated)			(Historical)
ASSETS
Current
Cash	$	5,280		$	193			A,B,C,D,E,H	$	300,151		$	305,624		$	3,049		$	8,522
Prepaid expenses and other		402			357					-			759			-			759
Total current assets		5,682			550					300,151			306,383			3,049			9,281
Non-current
Deposits		35			-					-			35			-			35
Investment in equity securities		10			-					-			10			-			10
Right-of-use assets		94			-					-			94			-			94
Land and buildings, net		850			-					-			850			-			850
Mineral properties		16,085			-					-			16,085			-			16,085
Deferred tax assets		-			-					-			-			-			-
Marketable securities held in Trust Account		-			300,178			D,E		(300,178	)		-			(300,178)			-
Total assets	$	22,756		$	300,728				$	(27	)	$	323,457		$	(297,129	)	$	26,355
LIABILITIES
Current
Accounts payable and accrued liabilities	$	817		$	946				$	-		$	1,763		$	-		$	1,763
Related party loan		2,000			-					-			2,000			-			2,000
Convertible Debt, current portion		2,169			-					-			2,169			-			2,169
Operating lease liability		82			-					-			82			-			82
Income taxes payable		-			4					-			4			-			4
Total current liabilities		5,068			950					-			6,018			-			6,018
Non-current
Operating lease liability		23			-					-			23			-			23
Convertible debt		-			-			H		11,860			11,860			11,860			11,860
Warrant liabilities		-			2,193			I		(1,400	)		793			(1,400	)		793
Contingent share obligation		-			-			G		2,653			2,653			2,653			2,653
Deferred underwriting fee payable		-			10,500			C		(10,500	)		-			(10,500	)		-
Total liabilities		5,091			13,643					2,613			21,347			2,613			21,347
Commitments and Contingencies
Class A common stock subject to possible redemption at redemption value		-			300,071			D,E		(300,071	)		-			(300,071	)		-
SHAREHOLDERS' EQUITY
Common stock		129,055			-			A,B,C,D,E,F,G,H,I		241,883			370,938			(55,219	)		73,836
Common stock - Class B		-			1			D,E		(1	)		-			(1	)		-
Accumulated deficit		(110,397	)		(12,987	)		A,B,C,F		12,916			(110,468	)		12,916			(110,468	)
Accumulated other comprehensive loss		(993	)		-					-			(993	)		-			(993	)
Total shareholder equity attributable to NioCorp shareholders		17,665			(12,986	)				254,798			259,477			(42,304	)		(37,625	)
Noncontrolling interests in consolidated subsidiaries		-			-			D,E		42,633			42,633			42,633			42,633
Total shareholder equity		17,665			(12,986	)				297,431			302,110			329			5,008
Total liabilities and equity	$	22,756		$	300,728				$	(27	)	$	323,457		$	(297,129	)	$	26,355

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

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2022

(Dollars in Thousands)

	NioCorp Developments Ltd.			GX Acquisition Corp. II			Notes		Assuming No Redemptions						Assuming Maximum Redemptions
	(Historical & Restated)			(Historical)					Pro Forma Adjustments			Pro Forma Combined			Pro Forma Adjustments			Pro Forma Combined
Operating expenses
Employee related costs	$	2,150		$	-				$	-		$	2,150		$	-		$	2,150
Professional fees		684			-					-			684			-			684
Exploration expenditures		3,309			-					-			3,309			-			3,309
Other operating expenses		1,653			2,208					-			3,861			-			3,861
Total operating expenses		7,796			2,208					-			10,004			-			10,004
Operating loss		(7,796	)		(2,208	)				-			(10,004	)		-			(10,004	)
Other (income) expense
Foreign exchange loss (gain)		258			-					-			258			-			258
Interest expense		2,827			-					-			2,827			-			2,827
Loss (gain) on equity securities		6			-					-			6			-			6
Interest earned on marketable securities held in trust account		-			(364	)		J		364			-			364			-
Unrealized gain on marketable securities held in trust account		-			(2	)		J		2			-			2			-
Change in fair value of warrant liabilities		-			(12,446	)		K		7,799			(4,647	)		7,799			(4,647	)
Change in fair value of over-allotment option		-			(139	)				-			(139	)		-			(139	)
Total other (income) expense		3,091			(12,951	)				8,165			(1,695	)		8,165			(1,695	)
Income (loss) before income tax		(10,887	)		10,743					(8,165	)		(8,309	)		(8,165	)		(8,309	)
Income tax expense		-			5					-			5			-			5
Net income (loss)		(10,887	)		10,738					(8,165	)		(8,314	)		(8,165	)		(8,314	)
Net income (loss) attributable to noncontrolling interests		-			-			L		(726	)		(726	)		(1,268	)		(1,268	)
Net income (loss) attributable to the Company	$	(10,887	)	$	10,738				$	(7,439	)	$	(7,588	)	$	(6,897	)	$	(7,046	)

Net income (loss)	$	(10,887	)	$	10,738				$	(8,165	)	$	(8,314	)	$	(8,165	)	$	(8,314	)
Other comprehensive gain (loss):
Reporting currency translation		166			-					-			166			-			166
Total comprehensive income (loss)		(10,721	)		10,738					(8,165	)		(8,148	)		(8,165	)		(8,148	)
Comprehensive income (loss) attributable to noncontrolling interests		-			-			L	$	(726	)		(726	)		(1,268	)		(1,268	)
Comprehensive income (loss) attributable to the Company	$	(10,721	)	$	10,738				$	(7,439	)	$	(7,422	)	$	(6,897	)	$	(6,880	)

Earnings per share
Net Income (loss) per share - basic and diluted	$	(0.04	)	$	0.29							$	(0.01	)				$	(0.03	)
Weighted Average Shares Outstanding - basic and diluted		263,737,227			37,500,000								603,217,166						271,168,278

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

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(1)

Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of June 30, 2022 assumes that the Transactions occurred on June 30, 2022. The unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2022 reflects pro forma effect of the Transactions as if they had been completed on July 1, 2021. These periods are presented on the basis of NioCorp as the accounting acquirer.

The pro forma adjustments reflecting the consummation of the Transactions are based on certain currently available information and certain assumptions and methodologies that we believe are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in these notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. We believe that our assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited proforma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of NioCorp and GX.

The 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 Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”), operations and financial position of the registrant as an autonomous entity (“Autonomous Entity Adjustments”) and option to present the reasonably estimable synergies and dissynergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). We have elected not to present Management’s Adjustments in the unaudited pro forma condensed combined financial information. NioCorp and GX have not had any historical relationship prior to the genesis of the Transactions.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2022 are based upon the number of the post-combination company’s shares outstanding, assuming the Transactions occurred on July 1, 2021.

(2)

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions and has been prepared for informational purposes only.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2022 are as follows:

Represents NioCorp estimated transaction costs of $6,875,000, of which $6,225,000 will be settled in cash and $650,000 will be settled through the issuance of Common Shares. Transaction costs totaling $71,000 were related to the warrant liabilities and contingent share obligations and were reflected as an increase in accumulated deficit. The remaining transaction costs were reflected as a decrease in common stock.

The Company has a Letter of Intent ("LOI") for a Standby Equity Purchase Agreement ("SEPA") with Yorkville providing for a commitment for Yorkville to purchase up to $65.0 million of the Company Common Shares over 36 months at the Company's option. Under the proposed agreement the Company may issue additional shares with a value of 1.0% of the SEPA agreement as "Commitment Shares" in closing the agreement. The final agreement for the SEPA is under negotiation and there is no certainty that a definitive agreement will be reached, and final terms may differ from the LOI. The Company has included the 1% Commitment Shares as the $650,000 non-cash transaction cost noted above.

Represents GX estimated transaction costs of $7,632,000 that will be paid in cash totaling $7,062,000 and the issuance of NioCorp Common Shares valued at $570,000. These transactions costs were reflected as an increase in accumulated deficit.

Reflects the negotiated reduction of $5.5 million to the Deferred underwriting fees of GX, and subsequent payment of $2.0 million in cash and the issuance of NioCorp Common Shares valued at $3.0 million.

Reflects the no redemption scenario under which all GX Class A Shares with a carrying value of approximately $300.1 million are exchanged for NioCorp Common Shares and are not redeemed. As a result, the marketable securities held in the Trust Account are transferred to cash and cash equivalents as these funds become accessible to the Company at completion of the Transaction. The adjustment also reflects the exchange of Second Merger Class B Shares outstanding at fair value of $42.6 million for equity in the Merger Sub, and are reported as a Noncontrolling interest in the consolidated financial statements. As a result of the adjustment, the equity of the Combined Company is increased by approximately $257.4 million.

Reflects the maximum redemption scenario under which 98.98% of GX Class A Shares with a carrying value of approximately $297.1 million are redeemed, and the remaining GX Class A Shares with a carrying value of approximately $3.1 million are exchanged for NioCorp Common Shares. In addition, marketable securities held in the Trust Account are reduced to reflect the redemption payment of $297.1 million and the remainder is transferred to cash and cash equivalents as these funds become accessible to the Company at completion of the Transaction. The adjustment also reflects the exchange of Second Merger Class B Shares outstanding at fair value of $42.6 million for equity in the Merger Sub, and are reported as a Noncontrolling interest in the consolidated financial statements

Because this Maximum Redemption Scenario is based on the Combined Company and its subsidiaries (including GX, as the surviving company of the Second Merger) having minimum net tangible assets of at least $5,000,001 upon consummation of the Transactions, redemptions could be higher than 98.98% of outstanding GX Class A Shares in this scenario, if, among other reasons, the costs and expenses of the Combined Company at Closing are reduced below current estimates such that the minimum net tangible assets threshold is met.

Reflects the elimination of GX’s historical accumulated deficit after recording the transaction costs to be incurred by GX as described in item (b) above.

Reflects the fair value of the Earnout Shares obligation of approximately $2.7 million as of the recapitalization date as discussed below in Note 4 – Second Merger Class B Shares.

The Company has executed a Letter of Intent (the “Convertible LOI”) for $16.0 million of convertible debt with Yorkville to provide supplemental financing connected with the Transactions to pay transaction expenses and other related costs. The net proceeds of the convertible note will be approximately $15.26 million. In addition, as provided for in the convertible note, NioCorp will issue 17,892,674 warrants on the debenture closing with an estimated fair value of $3.4 million and will record these warrants in equity. The number of warrants issued may be less if the VWAP of the NioCorp Common Shares during the five consecutive trading days ending on the trading date immediately prior to such debenture closing is greater than $0.894 (subject to adjustment for the reverse stock split). The final agreement for the convertible debenture is under negotiation and there is no certainty that a definitive agreement will be reached, and final terms may differ from the Convertible LOI.

Reflects the reclassification of GX Public Warrants with a fair value of $1.4 million from liabilities to equity at closing.

Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the fiscal year ended June 30, 2022, are as follows:

Elimination of Trust Accounts Investment Income of $366,000 to reflect the removal of the trust income adjusting for the effects of the redemption of GX Class A Shares and the use of funding in an operating company.

Reflects the elimination of the remeasurement loss recorded for GX Public Warrants that were reclassified to Equity as of the completion of the Business Combination as these warrants are presumed to have been converted as of the beginning of the respective period.

Reflects the portion of the Combined Company’s net loss that is associated with the noncontrolling interest. Under the no redemption scenario, Second Merger Class B Shareholders own approximately 12% of the Merger Sub. Under the maximum redemption scenario, Second Merger Class B Shareholders own approximately 21% of the Merger Sub.

(3)

Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Transactions, assuming the shares were outstanding since July 1, 2021. As the Transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Transactions have been outstanding for the entire period presented. Holders of GX Common Stock received NioCorp Common Shares in an amount determined by application of the Exchange Ratio.

The unaudited pro forma condensed combined financial information has been prepared based on the following pro forma weighted average shares outstanding:




	Assuming no redemptions	Assuming maximum redemptions

NioCorp Weighted Average Shares Outstanding (Historical)	263,737,227	263,737,227
Issued to GX Shareholders	335,487,636	3,438,748
Issued for payment of transaction costs	637,427	637,427
Issued for payment of deferred underwriting fees	3,354,876	3,354,876
Total Weighted Average Shares Outstanding (Historical)	603,217,166	271,168,278

The net loss per share and the weighted average shares outstanding do not reflect the contemplated reverse stock split of the issued NioCorp Common Shares. As a result of the pro forma net loss for the year ended June 30, 2022, the earnings per share amounts exclude the anti-dilutive impact aggregating 298,479,767 NioCorp Common Shares from the following securities:

Excluded potentially dilutive securities	NioCorp Developments Ltd.	GX Acquisition Corp. II	Total

Options	14,464,000	-	14,464,000
Warrants	18,516,253	175,199,102	193,715,355
Convertible GX vested Class B shares	-	47,647,631	47,647,631
Convertible debt Lind III	4,152,000	-	4,152,000
Warrants issued with Yorkville convertible debt	17,892,674	-	17,892,674
Yorkville convertible debt	19,881,200	-	19,881,200
SEPA Commitment Shares	726,907	-	726,907
Total potential dilutive securities	75,633,034	222,846,733	298,479,767

The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive.

(4)

Second Merger Class B Shares

Pursuant to the Business Combination Agreement, the parties will enter into the Exchange Agreement, under which holders of 48,645,707 Second Merger Class B Shares (the “Vested Shares”) are entitled to exchange any or all of the Vested Shares for NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement. Under certain circumstances, and subject to certain exceptions, NioCorp may instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement in cash, in lieu of NioCorp Common Shares, based on a volume-weighted average price of NioCorp Common Shares. Until exchanged for NioCorp Common Shares, the Vested Shares are treated as a non-controlling interest in the unaudited pro forma condensed combined balance sheet.

At the closing of the transaction, 35,226,200 of the Second Merger Class B Shares (the “Earnout Shares”) under both the no redemption scenario and maximum redemption scenario, are reflected as a liability for contingently issuable shares measured at fair value. The shares vest and are issuable to the holders based upon achieving certain market share price milestones within a period of ten years post-recapitalization, or upon a change in control as defined in the GX Support Agreement. These shares will be forfeited if the market share price milestones or an acceleration event is not reached within the ten-year period. At such time that the Earnout Shares shall become vested (the “Released Earnout Shares”), the Released Earnout Shares will become convertible in the manner described below.

The Vested Shares and the Released Earnout Shares may be converted by the holders into NioCorp Common Shares at any time. Under the Exchange Agreement all Vested Shares and Earnout Shares must be converted into NioCorp Common Shares by the tenth anniversary of the closing date (the “Ten Year Anniversary”) except for Released Earnout Shares that have been vested for a period of fewer than twenty-four months as of the Ten Year Anniversary. Such Released Earnout Shares will expire for conversion on the date that is twenty-four months after the vesting date.

GX and Cantor Fitzgerald, L.P. (“Cantor”) agreed to reduce the deferred underwriting fees in conjunction with a transaction with NioCorp by $5.5 million and agreed to settle the remaining $5.0 million of deferred underwriting fees with $3.0 million of NioCorp Common Shares and $2.0 million in cash at closing. In addition, BTIG, LLC (“BTIG”) agreed to reduce its advisory fees from $2.0 million to $570,000 in Common Shares and $382,382 in cash at closing.

GX, Cantor, and BTIG agreed to settle $3.57 million in advisory fees and deferred underwriting fees in exchange for the issuance of NioCorp Common Shares or by purchasing GX common stock and electing not to redeem such shares. The pro forma financial presentation assumes that new shares of NioCorp Common Shares are issued. The Company, GX and the Sponsor have agreed that the Sponsor will forfeit the number of shares equal to 50% of such issuance. The reduction will reduce the number of both vested Second Merger Class B Shares and Earnout Shares by 998,076 shares, respectively.

COMPARATIVE PER SHARE INFORMATION

The following table sets forth the summary historical comparative share information for NioCorp and GX on a stand-alone basis and unaudited pro forma combined per share information after giving effect to the Transactions and has been prepared using the assumptions below with respect to the potential redemption for cash of GX Class A Shares:

●

The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on July 1, 2021.

This information is only a summary prepared for illustrative purposes and should be read in conjunction with the historical financial statements of NioCorp and GX and related notes included elsewhere in this joint proxy statement/prospectus. The unaudited pro forma condensed combined per share information of NioCorp and GX is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined (loss) earnings per share information below does not purport to represent the (loss) earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.

Immediately following the 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).

The following presents the calculation of basic and diluted weighted average shares outstanding. The net loss per share and the weighted average shares outstanding do not reflect the contemplated reverse stock split of the issued NioCorp Common Shares. As a result of the pro forma net loss for the year ended June 30, 2022, the earnings per share amounts exclude the anti-dilutive impact aggregating 298,479,767 Common Shares as described under Note 3 to the Unaudited Pro Forma Condensed Combined Financial Information above.

	NioCorp Developments Ltd.			GX Acquisition Corp. II			Pro Forma Combined
	(Historical & Restated)			(Historical)			Assuming No Redemptions			Assuming Max Redemptions
Year ended June 30, 2022
Net (Loss) Income Attributable to the company	$	(10,887	)	$	10,738		$	(7,588	)	$	(7,046	)
Total Equity		17,665			(12,986	)		302,110			5,008
June 30, 2022 book value per share ⁽¹⁾	$	0.06		$	(0.35	)	$	0.50		$	0.02

Cash dividends per share	$	-		$	-		$	-		$	-

Weighted average shares:
Class A weighted average shares outstanding - basic and diluted		263,737,227			30,000,000			603,217,166			271,168,278
Class B weighted average shares outstanding - basic and diluted					7,500,000			-			-

(Loss) earnings per share:
(Loss) earnings per share, basic and diluted	$	(0.04	)	$	0.29		$	(0.01	)	$	(0.03	)

_____________
(1) – Book value per share is calculated as: Total shareholder equity divided by shares outstanding.

NIOCORP SPECIAL MEETING OF SHAREHOLDERS

This joint proxy statement/prospectus is being provided to NioCorp Shareholders in connection with the solicitation of proxies by NioCorp’s management and the NioCorp Board for use at the NioCorp Shareholder Meeting to be held on , 2022, at at 7000 S. Yosemite Street, Lower Level Conference Room, Centennial, Colorado, 80112 and at any adjournment or postponements thereof. NioCorp Shareholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the Business Combination Agreement and the Transactions.

NioCorp’s principal executive office is located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112. NioCorp’s registered and records office is located at 595 Burrard Street, Suite 2600, Vancouver, British Columbia V7X 1L3 (ATTN: Blake, Cassels & Graydon LLP).

There are two kinds of non-registered, or beneficial, shareholders (i.e. shareholders who own NioCorp Common Shares are either registered (i) in the name of an intermediary that, such as securities dealers or brokers, or (ii) in the name of a clearing agency of which the intermediary is a participant) – those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners). In accordance with NI 54-101, NioCorp has elected to send the NioCorp Meeting Materials indirectly to the NOBOs and to the OBOs through their intermediaries. Intermediaries are required to forward such notices to non-registered shareholders, and often use a service company (such as Broadridge or Computershare in Canada) for this purpose. Non-registered shareholders cannot use a voting instruction form received from Broadridge or Computershare to vote directly at the NioCorp Shareholder Meeting. See “Voting by Beneficial Shareholders” below. NioCorp does not intend to pay for intermediaries to forward to OBOs, under NI 54-101, the NioCorp Meeting Materials, and in the case of an OBO, the OBO will not receive these materials unless the OBO’s intermediary assumes the cost of delivery.

Matters to Be Considered at the NioCorp Shareholder Meeting

The purpose of the NioCorp Shareholder Meeting is to consider and vote on each of the following proposals, each of which is further described in this joint proxy statement/prospectus:

●

NioCorp Proposal No. 1 — Share Issuance Proposal: To approve the issuance of NioCorp Common Shares in connection with the Transactions; and

●

NioCorp Proposal No. 2 — Yorkville Equity Facility Financing Proposal: To approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Equity Facility Financing.

●

NioCorp Proposal No. 3 — Yorkville Convertible Debt Financing Proposal: To approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Convertible Debt Financing.

●

NioCorp Proposal No. 4 — Quorum Amendment Proposal: To approve, with or without amendment, an amendment to the NioCorp Articles to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of NioCorp Shareholders, the form of which amendment to the Articles is attached as Annex B to this joint proxy statement/prospectus.

●

NioCorp Proposal No. 5 — The Adjournment Proposal: To approve, a proposal to adjourn the NioCorp Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the NioCorp Shareholder Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. Approval of the Share Issuance Proposal and the Quorum Amendment Proposal by NioCorp Shareholders is a condition to the consummation of the Transactions. Only business within the purposes described in the Notice of Meeting may be conducted at the NioCorp Shareholder Meeting or any adjournments thereof.

Recommendation of the NioCorp Board

After careful consideration, including a review of the opinion of GenCap, information concerning GX, the Business Combination Agreement, proposed Transactions and alternatives, and consultation with management and NioCorp’s financial advisors and legal counsel, and consideration of such other matters as the NioCorp Board considered relevant, the NioCorp Board has unanimously resolved (i) that the Transactions are fair to the NioCorp Shareholders and (ii) that the Transactions and entering into of the Business Combination Agreement and the other ancillaries contemplated thereby are in the best interests of NioCorp . The NioCorp Board unanimously recommends that NioCorp Shareholders vote:

●

NioCorp Proposal No. 1: “FOR” the Share Issuance Proposal;

●

NioCorp Proposal No. 2: “FOR” the Yorkville Equity Facility Financing Proposal;

●

NioCorp Proposal No. 3: “FOR” the Yorkville Convertible Debt Financing Proposal;

NioCorp Proposal No. 4: “FOR” the Quorum Amendment Proposal; and

●

NioCorp Proposal No. 5: “FOR” the Adjournment Proposal.

Required Votes

The vote required to approve each of the proposals below assumes the presence of a quorum at the NioCorp Shareholder Meeting.

Proposal

Required Vote

Effects of Certain Actions

NioCorp Proposal No. 1 — Share Issuance Proposal

NioCorp Proposal No. 2 — Yorkville Equity Facility Financing Proposal

NioCorp Proposal No. 3 — Yorkville Convertible Debt Financing Proposal

NioCorp Proposal No. 4 — Quorum Amendment Proposal

NioCorp Proposal No. 5 — Adjournment Proposal

Approval requires the affirmative vote of at least a majority of NioCorp Common Shares present or represented by proxy at the NioCorp Shareholder Meeting and entitled to vote thereat.

The failure to vote will have no effect on the outcome of the proposal.

If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the proposal.

Broker Non-Votes and Quorum

Brokers and other intermediaries, holding shares in street name for their customers, are required to vote the shares in the manner directed by their customers. Under the rules of various national and regional securities exchanges, brokers, banks or other nominees are prohibited from giving proxies to vote on non-routine matters (including, but not limited to, non-contested director elections) unless the beneficial owner of such shares has given voting instructions on the matter.

The absence of a vote on a matter where the broker has not received written voting instructions from a Beneficial Shareholder is referred to as a “broker non-vote.” Any shares represented at the NioCorp Shareholder Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact on any matters to be acted upon at the NioCorp Shareholder Meeting.

Information About Proxies

Solicitation of Proxies

NioCorp will conduct its solicitation of proxies and its officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic means or other personal contact. NioCorp will not specifically engage employees to solicit proxies. NioCorp will pay the expenses of this solicitation; however, it does not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs of obtaining authorization from their principals to sign proxies. While no arrangements have been made to date, NioCorp may contract for the solicitation of proxies for the NioCorp Shareholder Meeting. Such arrangements would include customary fees which would be borne by NioCorp.

Appointment of Proxyholder and Return of Proxy

The persons named in the accompanying form of proxy for the NioCorp Shareholder Meeting are officers of NioCorp and nominees of NioCorp’s management. A NioCorp Shareholder has the right to appoint some other person, who need not be a NioCorp Shareholder, to represent such shareholder at the NioCorp Shareholder Meeting by inserting that other person’s name in the blank space provided on the form of proxy.

If a NioCorp Shareholder appoints one of the persons designated in the accompanying form of proxy as a nominee and does not direct the said nominee to vote “FOR” or “AGAINST,” or where instructions on the form of proxy are uncertain with respect to which an opportunity to specify how the NioCorp Common Shares registered in the name of such registered shareholder shall be voted is provided, the proxy shall be voted “FOR” the resolution.

In order for a proxy to be valid, it must be:

(a)

(b)

returned in one of the following manners:

(i)

(ii)

by facsimile to Computershare Investor Services Inc. at 1-866-249-7775 (within North America) or 1-416-263-9524 (outside North America) and received by , Mountain time, on , 2022, or no later than 48 hours before the NioCorp Shareholder Meeting is reconvened following any adjournment or postponement; or

(iii)

by deposit with the chair of the NioCorp Shareholder Meeting prior to commencement of the NioCorp Shareholder Meeting.

An executed proxy that is returned undated will be deemed to be dated the date of the mailing of the form of proxy by NioCorp or its agent.

Alternatively, a registered shareholder may vote via the Internet or by telephone by following the instructions included in the NioCorp Meeting Materials, in each case no later than , Mountain time, on , 2022, or no later than 48 hours before the NioCorp Shareholder Meeting is reconvened following any adjournment or postponement. All instructions for how to vote are also listed in the accompanying form of proxy and notes thereto.

Revocation of Proxy

If you are a registered shareholder who has returned a valid proxy or voting instructions, you may revoke your proxy at any time before it is exercised. In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

(a)

signing a proxy bearing a later date; or

(b)

signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy.

If you are a non-registered shareholder (a “Beneficial Shareholder”) who wishes to revoke a VIF (as defined below) or to revoke a waiver of your right to receive NioCorp Meeting Materials and to give voting instructions, you must give written instructions to your broker, agent, trustee or other intermediary through which you hold your NioCorp Common Shares in accordance with the applicable procedures and deadlines of your broker, agent, trustee or other intermediary.

Voting of Proxies and Exercise of Discretion by Proxyholders

The persons named in the accompanying form of proxy will vote the NioCorp Common Shares represented by the proxy in accordance with your instructions, provided your instructions are clear. You may indicate the manner in which the persons named in the form of proxy are to vote on any matter by marking an “X” in the appropriate space. If you have specified a choice on any matter to be acted on at the NioCorp Shareholder Meeting, your shares will be voted accordingly. If you do not specify a choice or where you specify both choices for any matter to be acted on, your shares will be voted in accordance with NioCorp’s management’s recommendations on such matters.

The form of proxy gives the persons named as proxy holders discretionary authority regarding amendments or variations to matters identified therein and any other matter that may properly come before the NioCorp Shareholder Meeting. As of the date of this joint proxy statement/prospectus, NioCorp’s management is not aware of any such amendment, variation or other matter proposed or likely to come before the NioCorp Shareholder Meeting. However, if any such amendment, variation or other matter properly comes before the NioCorp Shareholder Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgement.

Voting by Beneficial Shareholders

The information set out in this section is important to many NioCorp Shareholders as a substantial number of shareholders hold their NioCorp Common Shares through a broker, agent, trustee or other intermediary.

Beneficial Shareholders should note that only proxies deposited by registered shareholders whose names appear on the share register of NioCorp as of , 2022, the record date for the NioCorp Shareholder Meeting, may be recognized and acted upon at the NioCorp Shareholder Meeting. If NioCorp Common Shares are shown on an account statement provided to a Beneficial Shareholder by a broker, then in almost all cases the name of such Beneficial Shareholder will not appear on the share register of NioCorp. Such NioCorp Common Shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the vast majority of such shares will be registered in the name of “CDS & Co.,” the registration name of CDS Clearing and Depositary Services Inc., and in the United States, the vast majority will be registered in the name of “Cede & Co.,” the registration name of the Depository Trust Company, which entities act as nominees for many brokerage firms. NioCorp Common Shares held by brokers, agents, trustees or other intermediaries can only be voted by those brokers, agents, trustees or other intermediaries in accordance with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the voting instructions provided by their intermediary with this joint proxy statement/prospectus and ensure they communicate how they would like their NioCorp Common Shares voted in accordance with those instructions.

(a)

be given a form of proxy which (i) has already been signed by the intermediary (typically by a facsimile, stamped signature), (ii) is restricted as to the number of shares beneficially owned by the Beneficial Shareholder, and (iii) must be completed, but not signed, by the Beneficial Shareholder and deposited with Computershare Investor Services Inc.; or

(b)

more typically, be given a voting instruction form (“VIF”), which (i) is not signed by the intermediary, and (ii) when properly completed and signed by the Beneficial Shareholder and returned to the intermediary or its service company, will constitute voting instructions which the intermediary must follow.

VIFs should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Beneficial Shareholders to direct the voting of the NioCorp Common Shares which they beneficially own.

Please return your voting instructions as specified in the VIF. Beneficial Shareholders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered.

Although Beneficial Shareholders may not be recognized directly at the NioCorp Shareholder Meeting for the purpose of voting NioCorp Common Shares registered in the name of their broker, agent, trustee or other intermediary, a Beneficial Shareholder may attend the NioCorp Shareholder Meeting as a proxyholder for a shareholder and vote NioCorp Common Shares in that capacity. Beneficial Shareholders who wish to attend the NioCorp Shareholder Meeting or have someone else attend on their behalf and indirectly vote their NioCorp Common Shares as proxyholder for the registered shareholder should contact their broker, agent, trustee or other intermediary well in advance of the NioCorp Shareholder Meeting to determine the steps necessary to permit them to indirectly vote their NioCorp Common Shares as a proxyholder.

Record Date; Securities Entitled to Vote

NioCorp is authorized to issue an unlimited number of NioCorp Common Shares, of which NioCorp Common Shares are issued and outstanding as of , 2022. NioCorp has only one class of shares.

The NioCorp Board has fixed , 2022, as the record date for the purpose of determining the shareholders entitled to receive notice of and vote at the NioCorp Shareholder Meeting. Persons who are registered shareholders at the close of business on , 2022, will be entitled to receive notice of, attend, and vote at the NioCorp Shareholder Meeting. By ballot, every shareholder and proxyholder will have one vote for each share. On the record date, there were NioCorp Common Shares outstanding and entitled to vote at the NioCorp Shareholder Meeting. A majority (i.e., at least 50% plus one vote) of the votes cast will be required to pass each of the NioCorp Proposals by ordinary resolution. The resolutions that the NioCorp shareholders will be asked to approve at the NioCorp Shareholder Meeting are set forth in this joint proxy statement/prospectus.

As of , 2022, to the knowledge of the directors and officers of NioCorp, no person or company beneficially owns or exercises control or direction over, directly or indirectly, shares carrying 10% or more of the votes attached to any class of shares of NioCorp entitled to vote in connection with any matters being proposed for consideration at the NioCorp Shareholder Meeting.

Interests of Certain Persons in Matters to be Acted Upon

Indebtedness of Directors and Executive Officers

None of NioCorp’s directors or executive officers, or associates of any of them, is or has been indebted to NioCorp or its subsidiaries at any time since the beginning of NioCorp’s most recently completed financial year, including indebtedness for security purchase programs and all other programs, and no indebtedness remains outstanding as at the date of this joint proxy statement/prospectus.

Shareholder Proposals at NioCorp’s Next Annual Meeting

Under the Exchange Act, the deadline for submitting shareholder proposals for inclusion in the management information and proxy circular for an annual general meeting of NioCorp is calculated in accordance with Rule 14a-8(e) of Regulation 14A under the Exchange Act. If the proposal is submitted for a regularly scheduled annual general meeting, the proposal must be received at NioCorp’s principal executive offices not less than 120 calendar days before the anniversary date of NioCorp’s management information and proxy circular released to NioCorp’s shareholders in connection with the previous year’s annual general meeting. However, if NioCorp did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before NioCorp begins to print and mail its proxy materials. Accordingly, unless the date of the next annual general meeting is changed by more than 30 days from the date of this year’s meeting the deadline for submitting shareholder proposals for inclusion in the management information and proxy circular for the next annual general meeting of NioCorp will be , 2023.

Additionally, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than NioCorp’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to NioCorp at its principal executive offices no later than 60 calendar days prior to the anniversary date of the prior year’s annual meeting of shareholders (for NioCorp’s 2023 annual meeting of shareholders, no later than [●], 2023). However, if the date of NioCorp’s 2023 annual meeting of shareholders is changed by more than 30 calendar days from such anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of NioCorp’s 2023 annual meeting of shareholders or the 10th calendar day following the day on which public announcement of the date of NioCorp’s 2023 annual meeting of shareholders is first made.

The deadline for submitting shareholder proposals, other than director nominations, for the next annual general meeting of shareholders of NioCorp, but not for inclusion in the management information and proxy circular, is , 2023. If a shareholder proposal, other than a director nomination, is not submitted to NioCorp by , 2023, NioCorp may still grant discretionary proxy authority to vote on such shareholder proposal in accordance with Rule 14a-4(c)(1) of Regulation 14A under the Exchange Act.

In addition, there are (i) certain requirements relating to shareholder proposals contained in the BCBCA; and (ii) certain requirements relating to the nomination of directors contained in the NioCorp Articles. A NioCorp Shareholder wishing to make a proposal for consideration at an annual general meeting of NioCorp or wishing to nominate a person to act as a director of NioCorp should ensure they follow the applicable procedures set forth in the BCBCA and the NioCorp’s Articles.

Under NioCorp’s advance notice policy, adopted by the shareholders of NioCorp on December 15, 2014, nominations of persons for election to the NioCorp Board at any annual general meeting of the shareholders must be received by the corporate secretary of NioCorp not less than 30 days or more than 65 days prior to the date of such meeting; provided, however, that in the event that the annual general meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of such meeting was made (the “Meeting Notice Date”), such shareholder’s notice must be so received not later than the close of business on the 10th day following the NioCorp Shareholder Meeting Notice Date.

Dissenters’ Rights of Appraisal

No action is proposed herein for which the laws of British Columbia or the NioCorp Articles provide a right of a NioCorp Shareholder to dissent and obtain appraisal of or payment for such shareholder’s NioCorp Common Shares.

Multiple Shareholders Sharing the Same Address

The regulations regarding the delivery of copies of proxy materials and annual reports to shareholders permit NioCorp and brokerage firms to send one set of NioCorp Meeting Materials to multiple shareholders who share the same address under certain circumstances. Shareholders who hold their shares through a broker may have consented to reducing the number of copies of materials delivered to their address. In the event that a shareholder wishes to revoke such a consent previously provided to a broker, the shareholder must contact the broker to revoke the consent. In any event, if a shareholder wishes to receive a separate set of NioCorp Meeting Materials or other materials for the NioCorp Shareholder Meeting or future annual meetings, the shareholder may receive copies by contacting the Corporate Secretary at 7000 South Yosemite Street, Suite 115, Centennial, CO 80112, or by calling (855) 264-6267. Shareholders receiving multiple copies of these documents at the same address can request delivery of a single copy of these documents by contacting NioCorp in the same manner. Persons holding shares through a broker can request a single copy by contacting the broker.

Other Material Facts

NioCorp’s management knows of no other matters to come before the NioCorp Shareholder Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the NioCorp Shareholder Meeting, the shares represented by the proxy solicited hereby will be voted on such matter in accordance with the best judgment of the persons voting by proxy.

NIOCORP PROPOSAL NO. 1 — THE SHARE ISSUANCE PROPOSAL

NioCorp has proposed an ordinary resolution to approve the issuance of up to 594,558,645 NioCorp Common Shares representing 213% of NioCorp’s total outstanding Common Shares, prior to the Transactions, on a non-diluted basis, in connection with the Transactions.

As of , 2022 there are 30,000,000 GX Class A Shares issued and outstanding and 7,500,000 GX Founder Shares outstanding. In addition, there currently are 15,666,667 GX Warrants issued and outstanding, consisting of 10,000,000 GX Public Warrants and 5,666,667 GX Founder Warrants. Each whole GX Warrant entitles the holder thereof to purchase one GX Class A Share at a price of $11.50 per share. As of the date of Closing, GX expects that [●] and [●] GX Class A Shares will have been issued to Cantor and BTIG, respectively, in partial consideration for their services in connection with the Transactions (the “Advisor Share Issuances”).

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. As a result NioCorp will issue an aggregate of up to 335,487,636 Common Shares to purchase up to 335,487,636 First Merger Class A Shares (assuming no redemptions by GX Stockholders).

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 (such shares, 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 a result, NioCorp may issue up to an aggregate of 83,871,907 Common Shares upon exchange of up to an aggregate of 83,871,907 Second Merger Class B Shares.

In connection with the First Merger and the assumption by NioCorp of the GX Warrant Agreement, each GX Warrant that is issued and outstanding immediately prior to the Exchange Time shall be converted into one NioCorp Warrant pursuant to the GX Warrant Agreement. Each NioCorp Warrant shall be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Warrant shall 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. As a result NioCorp may issue up to an aggregate of 175,199,102 Common Shares upon exercise of an aggregate of 15,666,667 NioCorp Assumed Warrants.

Together with the 335,487,636 NioCorp Common Shares issuable to the holders of GX Class A Shares, including the Advisor Share Issuances, the 83,871,907 NioCorp Common Shares issuable upon exchange of the Second Merger Class B Shares and the 175,199,102 NioCorp Common Shares issuable upon exercise of the NioCorp Assumed Warrants, up to an aggregate of 594,558,645 NioCorp Common Shares may be issuable in connection with the Transactions representing 213% of NioCorp’s total outstanding Common Shares, prior to the Transactions, on a non-diluted basis.

As such, NioCorp has proposed an ordinary resolution to approve the issuance of up to 594,558,645 NioCorp Common Shares to GX Securityholders in connection with the transactions contemplated under the Business Combination Agreement, a copy of which is attached as Annex A hereto, dated as of September 25, 2022, by and among NioCorp, GX and Merger Sub.

Pursuant to the Section 611(c) of the TSX Company Manual, the Share Issuance Proposal requires the approval of a simple majority of the votes cast by NioCorp Shareholders present in person or represented by proxy at the NioCorp Shareholder Meeting, because the number of NioCorp Common Shares being issued or that are issuable under the Transactions may exceed 25% of the number of NioCorp Common Shares which are currently outstanding. Accordingly, to be effective, the Share Issuance Proposal must be approved, with or without variation, by the affirmative vote of a majority of the votes cast by NioCorp Shareholders present in person or represented by proxy and entitled to vote at the NioCorp Shareholder Meeting. The TSX will generally not require further security holder approval for the issuance of up to an additional 69,771,470 NioCorp Common Shares, such number being 25% of the number of NioCorp Common Shares to be approved by NioCorp Shareholders pursuant to the Transactions.

At the NioCorp Shareholder Meeting, the NioCorp Shareholders will be asked to approve the following ordinary resolution:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

The issuance of up to 594,558,645 NioCorp Common Shares in connection with the Transactions is hereby authorized and approved.

Any director or officer of NioCorp is authorized and directed to negotiate, finalize, execute and deliver on behalf of NioCorp any and all such further documents, certificates, resolutions, agreements, authorizations, elections or other instruments, and to take or cause to be taken any and all such further actions as they, in their sole discretion, may determine to be necessary or desirable in order to complete and give effect to the foregoing resolutions, such determination to be conclusively evidenced by such director’s or officer’s execution and delivery of any such document, certificate, resolution, agreement, authorization, election or other instrument or the taking of any such action.”

The NioCorp Board has unanimously resolved that the issuance of NioCorp Common Shares to GX Securityholders in connection with the Transactions are in the best interests of NioCorp and recommends a vote “FOR” the issuance of up to 594,558,645 NioCorp Common Shares to GX Securityholders in connection with the Transactions. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted “FOR” the issuance of NioCorp Common Shares to GX Securityholders in connection with the Transactions.

NIOCORP PROPOSAL NO. 2 — THE YORKVILLE EQUITY FACILITY FINANCING PROPOSAL

NioCorp has proposed an ordinary resolution to approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Equity Facility Financing. For further detail on the Yorkville Equity Facility Financing, please see the section entitled “Yorkville Financings.”

Purpose of the Yorkville Equity Facility Financing Proposal

NioCorp intends to enter into the Yorkville Equity Facility Financing Agreement in order to ensure that NioCorp is sufficiently capitalized following the Transactions. The Yorkville Equity Facility Financing is intended to be utilized at the option of NioCorp over the 36 month term to provide for project financing flexibility. The Yorkville Equity Facility Financing is commonly referred to as an equity line of credit, and is an arrangement pursuant to which Yorkville commits to purchasing an aggregate number of NioCorp Common Shares subject to a pricing formula derived from the NioCorp’s market trading price. NioCorp will have the right, but not the obligation, to sell NioCorp Common Shares that are the subject of Yorkville’s standby commitment to Yorkville in a series of drawdowns during such 36 month period, subject to the terms and limitations described below. Total sales under the Yorkville Equity Facility Financing Agreement, if any, will depend upon, amongst other things, the amounts remaining at close following redemptions by GX Stockholders and NioCorp’s other project financing initiatives.

Maximum Number of NioCorp Common Shares Issuable Pursuant to the Yorkville Equity Facility Financing

Pursuant to the Yorkville Equity Facility Financing Agreement, NioCorp will establish the Equity Facility pursuant to which NioCorp will have the right, but not the obligation, to sell NioCorp Common Shares to Yorkville (an “Advance”) with a maximum aggregate value of $65,000,000 (the “Commitment Amount”) for a period ending 36 months from the date of the Yorkville Equity Facility Financing Agreement, and will issue to Yorkville $650,000 worth of NioCorp Common Shares for no additional consideration (the “Commitment Shares”). Each right to sell NioCorp Common Shares is referred to herein as an “Advance.”

Each Advance may be up to the greater of (i) 5,000,000 NioCorp Common Shares or (ii) such amount as is equal to 100% of the average daily volume traded of the NioCorp Common Shares on Nasdaq during the five trading days immediately prior to the date NioCorp requests each Advance.

NioCorp must submit a written notice (an “Advance Notice”) to the investors when exercising its right to an Advance. The Advance Notice will specify (1) the amount of the Advance in NioCorp Common Shares and (2) the elected purchase price option among the two options below:

Purchase Price Option #1:

NioCorp will sell to the investors NioCorp Common Shares at a purchase price equal to 97% of the average volume weighted average price (“VWAP”) of the NioCorp Common Shares during the applicable pricing period, which is typically the three consecutive trading days commencing on the trading day the Advance Notice is received if it is received by 8:30 a.m. ET, or the immediately following the trading day after the Advance Notice is received if received after 8:30 a.m. ET (“Purchase Price Option #1”).

Under Purchase Price Option #1, if the volume of NioCorp Common Shares traded on the Nasdaq during the applicable pricing period is less than the number of NioCorp Common Shares set out in the Advance Notice divided by 30%, the number of NioCorp Common Shares that must be purchased by Yorkville pursuant to such Advance Notice will be reduced to the greater of (a) 30% of the trading volume of the NioCorp Common Shares on the Nasdaq during the respective pricing period, or (b) the number of NioCorp Common Shares sold by Yorkville during the applicable pricing period.

Purchase Price Option #2:

NioCorp will sell to the investors NioCorp Common Shares at a purchase price equal to 97% of the VWAP of the NioCorp Common Shares during a pricing period of three consecutive trading days commencing on the trading day the Advance Notice is received by the Investors (“Purchase Price Option #2”, and together with Purchase Price Option #1, the “Purchase Price”). Purchase Price Option #2 will be used whenever there are outstanding NioCorp Convertible Debentures of NioCorp issued by NioCorp to Yorkville (together with its affiliates).

If the VWAP on any trading day during a pricing period under Purchase Price Option #2 is below a minimum price set by NioCorp in connection with each Advance Notice, then for each such trading day (i) the requested Advance amount shall automatically be reduced by an amount equal to 33% of the original requested Advance amount and (ii) such day shall not be factored into the determination of the VWAP during such pricing period.

The following table is for illustrative purposes only in the event NioCorp utilizes the Yorkville Equity Facility Financing Agreement and sets out reasonable estimates about the maximum dilution which may occur pursuant to the Yorkville Equity Facility Financing Agreement:

Example VWAP during pricing period		97% of VWAP		Maximum dilution on issue of Commitment Amount and Commitment Shares⁽¹⁾	*Maximum dilution as of the date immediately prior to execution of the Yorkville Equity Facility Financing (excluding, in the denominator,* shares issued under the Equity Facility)**	*Maximum dilution as of the date immediately prior to execution of the Yorkville Equity Facility Financing (including, in the denominator,* shares issued under the Equity Facility)**
$	1.75	$	1.70	[●] NioCorp Common Shares	[●]%	[●]%
$	1.50	$	1.46	[●] NioCorp Common Shares	[●]%	[●]%
$	1.25	$	1.21	[●] NioCorp Common Shares	[●]%	[●]%
$	1.00	$	0.97	[●] NioCorp Common Shares	[●]%	[●]%
$	0.75	$	0.73	[●] NioCorp Common Shares	[●]%	[●]%
$	0.50	$	0.49	[●] NioCorp Common Shares	[●]%	[●]%
$	0.25	$	0.24	[●] NioCorp Common Shares	[●]%	[●]%

Notes:

(1)

Assuming a CAD$/USD$ exchange rate of USD$1 = CAD$[●].

TSX Approval Required

Pursuant to the Section 607(g) of the TSX Company Manual, the Yorkville Equity Facility Financing Proposal requires the approval of a simple majority of the votes cast by NioCorp Shareholders present in person or represented by proxy at the NioCorp Shareholder Meeting, because the number of NioCorp Common Shares being issued or that are issuable pursuant to the Yorkville Equity Facility Financing Agreement may exceed 25% of the number of NioCorp Common Shares which are currently outstanding. Accordingly, to be effective, the Yorkville Equity Facility Financing Proposal must be approved, with or without variation, by the affirmative vote of a majority of the votes cast by NioCorp Shareholders present in person or represented by proxy and entitled to vote at the NioCorp Shareholder Meeting.

At the NioCorp Shareholder Meeting, the NioCorp Shareholders will be asked to approve the following ordinary resolution:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

The issuance of the NioCorp Common Shares pursuant to the Equity Facility, including the Commitment Shares, at an issue price equal to the Purchase Price is hereby ratified, confirmed, authorized and approved.

The NioCorp Board has unanimously resolved that the issuance of NioCorp Common Shares in connection with the Yorkville Equity Facility Financing are in the best interests of NioCorp and recommends a vote “FOR” the issuance of NioCorp Common Shares in connection with the Yorkville Equity Facility Financing. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted “FOR” the issuance of NioCorp Common Shares in connection with the Yorkville Equity Facility Financing. The approval of the Yorkville Equity Facility Financing is not a condition to the Transactions.

NIOCORP PROPOSAL NO. 3 — THE YORKVILLE CONVERTIBLE DEBT FINANCING PROPOSAL

NioCorp has proposed an ordinary resolution to approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Convertible Debt Financing. For further detail on the Yorkville Convertible Debt Financing, please see the section entitled “Yorkville Financings.”

Purpose of the Yorkville Convertible Debt Financing Proposal

NioCorp intends to enter into the Yorkville Convertible Debt Financing Agreement in order to ensure that NioCorp is sufficiently capitalized following the Transactions. The Yorkville Convertible Debt Financing Agreement is intended to be used, in part, to satisfy the fees and expenses in connection with the Transactions if required.

Maximum Number of NioCorp Common Shares Issuable Pursuant to the Yorkville Convertible Debt Financing

Pursuant to the Yorkville Convertible Debt Financing Agreement, one or more investment funds managed by Yorkville (the “Investors”) will advance $15,360,000 to NioCorp, to take place in two closings (each a “Debenture Closing”), in consideration of the issuance by NioCorp to the Investors of $16,000,000 (the “Principal Amount”) of NioCorp Convertible Debentures.

Pursuant to the terms of the Yorkville Convertible Debt Financing Agreement, the Investors will advance (a) an initial $9,600,000 to NioCorp in consideration of the issuance by NioCorp to the Investors of $10,000,000 of NioCorp Convertible Debentures at the time of Closing (the “Initial Debenture Closing”), and (b) the remaining $5,760,000 to NioCorp in consideration of the issuance by NioCorp to the Investors of $6,000,000 of NioCorp Convertible Debentures on a date to be determined at the election of NioCorp, but which may not be prior to the later to occur of (a) the date of filing of the registration statement contemplated by the Registration Rights and Lock-Up Agreement (the “Shelf Registration Statement”) and (ii) the date of Closing.

Each NioCorp Convertible Debenture issued under the Yorkville Convertible Debt Financing will have an 18-month term from Closing and will incur a simple interest rate obligation of 5.0%. The Investors will be entitled to convert each NioCorp Convertible Debenture into NioCorp Common Shares in monthly installments over their term, and such conversion will be at a price per share of 90% of the five-day VWAP of the NioCorp Common Shares on the TSX immediately prior to the conversion date (the “Conversion Price”); however, the Conversion Price shall not be lower than a price per share equal to 30% of the VWAP of the NioCorp Common Shares during the five consecutive trading days ending on the trading date immediately prior to the Initial Debenture Closing, subject to adjustment to give effect to any stock split or recapitalization, unless NioCorp consents to conversion at a lower price. The Yorkville Convertible Debt Financing contains a number of restrictions limiting the value of the principal amount of NioCorp Convertible Debentures that may be converted in any particular month.

The exchange rate to be used in calculating the conversion price of the NioCorp Convertible Debentures under the Yorkville Convertible Debt Financing, if applicable, will be, in relation to a specific US dollar amount, the CAD equivalent of that specified US dollar amount converted using the most recent daily exchange rate quoted by the Bank of Canada.

In conjunction with each Debenture Closing, NioCorp will issue to the Investors NioCorp Financing Warrants exercisable in cash to purchase a number of NioCorp Common Shares as is equal to (N), determined pursuant to the following formula:

N = Quotient of the Principal Amount of NioCorp Convertible Debentures issued in such Debenture Closing divided by an exercise price per NioCorp Financing Warrant equal to the greater of

(a) the quotient of $10.00 / 11.1829212 (being the number of NioCorp Common Shares that will be exchanged for each share of GX pursuant to the Business Combination Agreement at Closing); or

(b) the VWAP of the NioCorp Common Shares during the five consecutive trading days before such Debenture Closing, subject to any adjustment to give effect to any split or recapitalization.

The NioCorp Financing Warrants shall be exercisable beginning on the earlier of (a) six months following the issuance of the applicable NioCorp Financing Warrants or (b) the effective date of the Shelf Registration Statement (such earlier date, the “Exercise Date”) and may be exercised at any time prior to their expiration. On each of the first 12 monthly anniversaries of the Exercise Date, 1/12th of the Warrants shall expire.

The following table is for illustrative purposes only in the event NioCorp utilizes the funds under the Yorkville Convertible Debt Financing Agreement and sets out reasonable estimates about the maximum dilution which may occur pursuant to the Yorkville Convertible Debt Financing Agreement if clause (b) of the NioCorp Financing Warrant Formula is used:

Example 5 day VWAP prior to issuance/conversion		90% of 5 day VWAP		Maximum dilution on full conversion of Principal Amount and NioCorp Financing Warrants (1)(2)	*Maximum dilution as of the date immediately prior to execution of the Yorkville Convertible Debt Financing Agreement (excluding, in the denominator,* shares issued on conversion)**	*Maximum dilution as of the date immediately prior to execution of the Yorkville Convertible Debt Financing Agreement (including, in the denominator,* shares issued on conversion)**
$	1.75	$	1.58	[●] NioCorp Common Shares	[●]%	[●]%
$	1.50		1.35	[●] NioCorp Common Shares	[●]%	[●]%
$	1.25		1.13	[●] NioCorp Common Shares	[●]%	[●]%
$	1.00		0.90	[●] NioCorp Common Shares	[●]%	[●]%
$	0.75	$	0.68	[●] NioCorp Common Shares	[●]%	[●]%
$	0.50	$	0.45	[●] NioCorp Common Shares	[●]%	[●]%
$	0.25	$	0.23	[●] NioCorp Common Shares	[●]%	[●]%

Notes:

1. Assuming a CAD$/USD$ exchange rate of USD$1 = CAD$[●].

2. Assuming five-day VWAP equal to five-day VWAP on issuance of NioCorp Financing Warrants.

Right of Redemption

NioCorp will have the right to redeem cash amounts owed under a NioCorp Convertible Debenture at any time prior to the Debenture Maturity Date (the “Right of Redemption”) upon providing the investor with advance written notice at least three trading days prior to such redemption. NioCorp will pay a redemption premium equal to 10% of the Principal Amount being redeemed if it exercises the Right of Redemption.

TSX Approval Required

Pursuant to the Section 607(g) of the TSX Company Manual, the Yorkville Convertible Debt Financing Proposal requires the approval of a simple majority of the votes cast by NioCorp Shareholders present in person or represented by proxy at the NioCorp Shareholder Meeting, because the number of NioCorp Common Shares being issued or that are issuable pursuant to the Yorkville Convertible Debt Financing Agreement may exceed 25% of the number of NioCorp Common Shares which are currently outstanding. Accordingly, to be effective, the Yorkville Convertible Debt Financing Proposal must be approved, with or without variation, by the affirmative vote of a majority of the votes cast by NioCorp Shareholders present in person or represented by proxy and entitled to vote at the NioCorp Shareholder Meeting.

At the NioCorp Shareholder Meeting, the NioCorp Shareholders will be asked to approve the following ordinary resolution:

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

The issuance of NioCorp Common Shares in connection with the Yorkville Convertible Debt Financing is hereby authorized and approved.

The NioCorp Board has unanimously resolved that the issuance of NioCorp Common Shares in connection with the Yorkville Convertible Debt Facility Financing are in the best interests of NioCorp and recommends a vote “FOR” the issuance of NioCorp Common Shares in connection with the Yorkville Convertible Debt Financing. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted “FOR” the issuance of NioCorp Common Shares in connection with the Yorkville Convertible Debt Financing. The approval of the Yorkville Convertible Debt Financing is not a condition to the Transactions.

NIOCORP PROPOSAL NO. 4 — THE QUORUM AMENDMENT PROPOSAL

NioCorp has proposed an ordinary resolution to amend the current NioCorp Articles in accordance with the provisions thereof and the BCBCA. The NioCorp Amended Articles will contain provisions required by Nasdaq Marketplace Rules to permit the listing of the NioCorp Common Shares on Nasdaq. The ordinary resolution approving the amendment to the NioCorp Articles must be passed by a majority of the votes cast by those NioCorp Shareholders entitled to vote and who are present in person or by proxy at the NioCorp Shareholder Meeting.

To accord with the minimum bid price requirements prescribed by Nasdaq Marketplace Rules, it is expected that the NioCorp Board will approve a reverse stock split of NioCorp Common Shares (the “Reverse Stock Split”) at a ratio of not less than [●]-to-1 and not greater than [●]-to-1, with the exact ratio to be set within that range at the discretion of the NioCorp Board before , 2022. The final ratio for the Reverse Stock Split will be determined, and the Reverse Stock Split will be made effective, immediately prior to closing the Transactions.

The below is a summary of the amendment proposed only and NioCorp Shareholders should refer to the full text of the amendment to the Articles in its entirety attached as Annex B to this joint proxy statement/prospectus.

Amendment to Quorum Requirement

The Nasdaq minimum quorum requirement under Nasdaq Marketplace Rule 5620(c) for a shareholder meeting is 33⅓% of the outstanding shares of common share capital. The NioCorp Board proposes to amend the NioCorp Articles to change the quorum requirements to transact business at a meeting of NioCorp Shareholders (the “Quorum Requirement”). The NioCorp Articles state the quorum necessary for the transaction of business at a meeting of NioCorp Shareholders is one or more persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the NioCorp Shareholder Meeting. If adopted, the NioCorp Amended Articles will provide that at a meeting of NioCorp Shareholders, the quorum is two persons who are, or who represent by proxy, NioCorp Shareholders who, in the aggregate, hold at least 33⅓% of the issued NioCorp Common Shares entitled to be voted at the meeting.

Shareholder Approval of Amendment to Articles

At the NioCorp Shareholder Meeting, the NioCorp Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution (requiring approval by a majority of the votes cast in person or represented by proxy at the NioCorp Shareholder Meeting) authorizing and approving the adoption of an amendment to the NioCorp Articles, to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of NioCorp Shareholders. The text of such resolution is set out below.

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION THAT:

The NioCorp Articles be amended to delete Section 11.3 and replace it with a new Section 11.3 in the form appended as Annex B to the joint proxy statement/prospectus of NioCorp and GX dated , 2022, to require the presence, in person or by proxy, of two or more shareholders representing at least 33 1/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of NioCorp Shareholders.

Any one director or officer of NioCorp be and is hereby authorized and directed to do all such acts and things and to executed and deliver all such documents, instruments and assurances as in the opinion of such director or officer may be necessary or desirable to give effect to the foregoing resolutions.”

The NioCorp Board has unanimously resolved that the Amendment to the NioCorp Articles is in the best interests of NioCorp and recommends a vote “FOR” the amendment to the NioCorp Articles in connection with the consummation of the Transactions, in the form set out in Annex B attached hereto. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted “FOR” the amendment to the NioCorp Articles in connection with the consummation of the Transactions in the form set out in Annex B attached hereto.

NIOCORP PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the NioCorp Board to adjourn the NioCorp Shareholder Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to the NioCorp Shareholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the NioCorp Shareholder Meeting to approve one or more of the proposals presented at the NioCorp Shareholder Meeting.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by the NioCorp Shareholders, the NioCorp Board may not be able to adjourn the NioCorp Shareholder Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the NioCorp Shareholder Meeting to approve one or more of the proposals presented at the NioCorp Shareholder Meeting. No business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Vote Required for Approval

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other NioCorp Proposals.

The Adjournment Proposal will be approved and adopted if the holders of a majority of the shares of NioCorp Common Stock represented (in person online or by proxy) and voted thereon at the NioCorp Shareholder Meeting vote “FOR” the Adjournment Proposal. Failure to vote by proxy or to vote in person online at the NioCorp Shareholder Meeting will have no effect on the outcome of the vote on the Adjournment Proposals.

Shareholder Approval of Adjournment Proposal

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION THAT:

That the adjournment of the special meeting of NioCorp Shareholders, to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that it is determined by the NioCorp that more time is necessary or appropriate to approve one or more resolutions at the NioCorp Shareholder Meeting be approved and adopted in all respects.”

Recommendation of the NioCorp Board

The NioCorp Board unanimously resolved that the Adjournment Proposal is in the best interest of NioCorp and recommends that shareholders vote “FOR” the approval of the Adjournment Proposal.

GX SPECIAL MEETING OF STOCKHOLDERS

The GX Stockholder Meeting

This joint proxy statement/prospectus is being provided to GX Stockholders as part of the solicitation of proxies by the GX Board for use at the GX Stockholder Meeting to be held on , 2022, and at any adjournment or postponement thereof. This joint proxy statement/prospectus is first being furnished to GX Stockholders on or about , 2022. This joint proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the GX Stockholder Meeting. In connection with the GX Stockholder Meeting, GX is also providing you with its Annual Report on Form 10-K for the year ended December 31, 2021.

Date, Time and Place of the GX Stockholder Meeting

The GX Stockholder Meeting will be held on , 2022, , Eastern time, conducted via live webcast at the following address: . You will need the control number that is printed on your proxy card to enter the GX Stockholder Meeting. GX recommends that you log in at least 15 minutes before the GX Stockholder Meeting to ensure you are logged in when the GX Stockholder Meeting starts. Please note that you will not be able to attend the GX Stockholder Meeting in person.

Purpose of the GX Stockholder Meeting

At the GX Stockholder Meeting, GX will ask the GX Stockholders to vote in favor of the following proposals:

●

GX Proposal No. 1 — The Business Combination Proposal: to consider and vote upon a proposal to approve the adoption of the Business Combination Agreement and the Transactions.

●

GX Proposal No. 2 — The Charter Amendment Proposal: to consider and vote upon a proposal to approve the GX Charter Amendment (to remove the automatic conversion of GX Founder Shares into GX Class A Shares from the GX Existing Charter), as of immediately prior to the Closing. A copy of the GX Charter Amendment is attached to the accompanying joint proxy statement/prospectus as Annex C.

●

GX Proposal No. 3 Through No. 9 — The Charter Proposal:

to consider and vote upon separate proposals to approve the following material differences in the GX Proposed Charter that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing. A copy of the GX Proposed Charter is attached to the accompanying joint proxy statement/prospectus as Annex D;

■

to increase the number of authorized shares of GX Class A Shares and GX Founder Shares (Proposal No. 3);

■

to increase the number of authorized shares of preferred stock of GX (Proposal No. 4);

■

to declassify the board of directors from three classes to one class (Proposal No. 5);

■

to provide for the election or removal of directors only upon the vote of holders of GX Class A Shares (Proposal No. 6);

■

●

Recommendation to GX Stockholders

When you consider the recommendation of the GX Board in favor of approval of the Business Combination Proposal, you should keep in mind that GX’s directors and officers have interests in the Transactions that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

●

the expected appointment of Messrs. Maselli and Kehler as directors of the Combined Company;

●

the fact that GX’s Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a stockholder vote to approve the Transactions;

●

that, at the Closing, GX will enter into the Registration Rights and Lock-Up Agreement, which provides for registration rights to the Sponsor and its permitted transferees;

●

the continued indemnification of current directors and officers of GX and the continuation of directors’ and officers’ liability insurance after the completion of the Transactions;

●

the fact that GX’s Sponsor, officers and directors will lose their entire investment in GX if an initial business combination is not completed.

Record Da

Boards:

Quotes:

NIOBF

Niocorp Developments Ltd (QX)