| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Additional Information
about the Proposed Transaction and Where to Find It
In connection with
the proposed Transaction, NioCorp has filed a registration statement on Form S-4 (the “registration statement”) with the Securities
and Exchange Commission (the “SEC”), which includes a document that serves as a prospectus and proxy circular of NioCorp and
a proxy statement of GXII, referred to as a “joint proxy statement/prospectus.” The definitive joint proxy statement/prospectus
has been filed with the SEC as part of the registration statement and, in the case of NioCorp, with the applicable Canadian securities
regulatory authorities, and will be sent to all NioCorp shareholders and GXII stockholders as of the applicable record date. Each of NioCorp
and GXII may also file other relevant documents regarding the proposed Transaction with the SEC and, in the case of NioCorp, with the
applicable Canadian securities regulatory authorities. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS
OF NIOCORP AND GXII ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AND, IN THE CASE OF NIOCORP, WITH THE APPLICABLE CANADIAN SECURITIES REGULATORY AUTHORITIES
IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security
holders will be able to obtain free copies of the registration statement and the definitive joint proxy statement/prospectus and all other
relevant documents that are filed or that will be filed with the SEC by
NioCorp or GXII through
the website maintained by the SEC at www.sec.gov. Investors and security holders will be able to obtain free copies of the definitive
joint proxy statement/prospectus and all other relevant documents that are filed or that will be filed with the applicable Canadian securities
regulatory authorities by NioCorp through the website maintained by the Canadian Securities Administrators at www.sedar.com. The documents
filed by NioCorp and GXII with the SEC and, in the case of NioCorp, with the applicable Canadian securities regulatory authorities also
may be obtained by contacting NioCorp at 7000 South Yosemite, Suite 115, Centennial CO 80112, or by calling (720) 639-4650; or GXII at
1325 Avenue of the Americas, 28th Floor, New York, NY 10019, or by calling (212) 616-3700.
No Offer or Solicitation
This Current Report
on Form 8-K and the information contained herein do not constitute (i) an offer to sell or the solicitation of an offer to buy any security,
commodity or instrument or related derivative, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction or (ii) an offer
or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to participate in any trading strategies. No offer of securities in the United
States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom. Investors should consult
with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. In Canada,
no offering of securities shall be made except by means of a prospectus in accordance with the requirements of applicable Canadian securities
laws or an exemption therefrom. This Current Report on Form 8-K is not, and under no circumstances is it to be construed as, a prospectus,
offering memorandum, an advertisement or a public offering in any province or territory of Canada. In Canada, no prospectus has been filed
with any securities commission or similar regulatory authority in respect of any of the securities referred to herein.
Forward-Looking
Statements
This Current Report
on Form 8-K contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995
and forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements may include, but
are not limited to, statements about NioCorp’s ability to close the transactions contemplated by the Yorkville Convertible Debt
Financing Agreement; and the parties’ ability to close the proposed Transaction, including NioCorp and GXII being able to receive
all required regulatory, third-party and shareholder approvals for the proposed Transaction. Forward-looking statements are typically
identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,”
“outlook,” “estimate,” “forecast,” “project,” “continue,” “could,”
“may,” “might,” “possible,” “potential,” “predict,” “should,”
“would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking
statements are based on the current expectations of the management of NioCorp, and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments
will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions, including, without
limitation, expectations and assumptions relating to: the future price of metals; the stability of the financial and capital markets;
NioCorp and GXII being able to receive all required regulatory, third-party and shareholder approvals for the proposed Transaction; the
amount of redemptions by GXII public shareholders; NioCorp being able to receive all required regulatory and shareholder approvals for
the Yorkville Financings, including the transactions contemplated by the Yorkville Convertible Debt Financing Agreement; and other current
estimates and assumptions regarding the proposed Transaction and its benefits. Such expectations and assumptions are inherently subject
to uncertainties and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number
of risks, uncertainties or other factors that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified
in public filings made by NioCorp and GXII with the SEC and, in the case of NioCorp, with the applicable Canadian securities regulatory
authorities and the following: the amount of any redemptions by existing holders of GXII Class A shares being greater than expected, which
may reduce the cash in trust available to NioCorp upon the consummation of the Transaction; the occurrence of any event, change or other
circumstances that could give rise to the termination of the business combination agreement, dated as of September 25, 2022 (the “Business
Combination Agreement”), among NioCorp, GXII, and Big Red Merger Sub Ltd, and/or
payment of the termination
fees; the outcome of any legal proceedings that may be instituted against NioCorp or GXII following announcement of the Business Combination
Agreement and the transactions contemplated therein; the inability to complete the proposed Transaction due to, among other things, the
failure to obtain NioCorp shareholder approval or GXII shareholder approval; the inability to complete the Yorkville Financings due to,
among other things, the failure to obtain shareholder approval or regulatory approval; the risk that the consummation of the proposed
transactions disrupts NioCorp’s current plans; the ability to recognize the anticipated benefits of the proposed transactions; unexpected
costs related to the proposed transactions; the risks that the consummation of the proposed transactions is substantially delayed or does
not occur, including prior to the date on which GXII is required to liquidate under the terms of its charter documents; NioCorp’s
ability to operate as a going concern; NioCorp’s requirement of significant additional capital; NioCorp’s limited operating
history; NioCorp’s history of losses; cost increases for NioCorp’s exploration and, if warranted, development projects; a
disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and
supply shortages; current and future offtake agreements, joint ventures, and partnerships; NioCorp’s ability to attract qualified
management; the effects of the COVID-19 pandemic or other global health crises on NioCorp’s business plans, financial condition
and liquidity; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results;
changes in demand for and price of commodities (such as fuel and electricity) and currencies; changes or disruptions in the securities
markets; legislative, political or economic developments; the need to obtain permits and comply with laws and regulations and other regulatory
requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential
of NioCorp’s projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions;
the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection
with exploration, mining, or development activities; the speculative nature of mineral exploration and development, including the risks
of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp’s properties; potential future litigation;
and NioCorp’s lack of insurance covering all of NioCorp’s operations.
Should one or more
of these risks or uncertainties materialize or should any of the assumptions made by the management of NioCorp and GXII prove incorrect,
actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written
and oral forward-looking statements concerning the proposed Business Combination and Yorkville Financings or other matters addressed in
this Current Report on Form 8-K and attributable to NioCorp or any person acting on their behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to in this Current Report on Form 8-K. Except to the extent required by applicable
law or regulation, NioCorp undertakes no obligation to update these forward-looking statements to reflect events or circumstances after
the date of this Current Report on Form 8-K to reflect the occurrence of unanticipated events.