On
March 14, 2023, NioCorp Developments Ltd. (“NioCorp”) issued a press release (the “Press Release”) announcing
that NioCorp’s Board of Directors has resolved to effect a reverse stock split of its issued and outstanding common shares,
without par value (“Common Shares”), contingent on the previously announced business combination between NioCorp and
GX Acquisition Corp. II (“GXII”).
A
copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional
Information about the Proposed Transactions and Where to Find It
In
connection with the proposed business combination between NioCorp and GXII pursuant to the Business Combination Agreement, dated
September 25, 2022 (the “Business Combination Agreement”), among NioCorp, GXII and Big Red Merger Sub Ltd. (the transactions
contemplated by the Business Combination Agreement, collectively, the “Transactions”), 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 Transactions 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 TRANSACTIONS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
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 and therein do not constitute 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 of 1933, as amended (the “Securities Act”), or an exemption therefrom. Investors should consult
with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
In Canada, no offering of securities shall be made except by means of a prospectus in accordance with the requirements of applicable
Canadian securities laws or an exemption therefrom. This communication 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 Disclaimers
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 the parties’ ability to close the proposed Transactions,
including NioCorp and GXII being able to receive all required regulatory, third-party and GXII stockholder approvals for the proposed
Transactions; the anticipated benefits of the proposed Transactions, including the potential amount of cash that may be available
to the combined company upon consummation of the proposed Transactions and the use of the net proceeds following the redemptions
by GXII public stockholders; NioCorp’s expectation that its Common Shares will be accepted for listing on Nasdaq following
the closing of the proposed Transactions; the consummation of the convertible debenture transaction and the stand-by equity purchase
facility contemplated by the definitive agreements 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. Forward-looking
statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,”
“intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,”
“could,” “may,” “might,” “possible,” “potential,” “predict,”
“should,” “would” and other similar words and expressions, but the absence of these words does not mean
that a statement is not forward-looking.
The
forward-looking statements are based on the current expectations of the management of NioCorp and GXII, as applicable, and are
inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of
such statement. There can be no assurance that future developments will be those that have been anticipated. Forward-looking statements
reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: the future
price of metals; the stability of the financial and capital markets; NioCorp and GXII being able to receive all required regulatory,
third-party and GXII stockholder approvals for the proposed Transactions; the amount of redemptions by GXII public stockholders;
the consummation of the convertible debenture transaction and the stand-by equity purchase facility contemplated by the definitive
agreements with Yorkville; and other current estimates and assumptions regarding the proposed Transaction and its benefits. Such
expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are
subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual
results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks
and uncertainties include, but are not limited to, those discussed and identified in public filings made by NioCorp and GXII with
the SEC and, in the case of NioCorp, with the applicable Canadian securities regulatory authorities and the following: the amount
of any redemptions by existing holders of GXII Class A common shares 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 GXII following announcement of the Business Combination Agreement
and the Transactions; the inability to complete the proposed Transactions due to, among other things, the failure to obtain GXII
stockholder approval or the consummation of the convertible debenture transaction and the stand-by equity purchase facility contemplated
by the definitive agreements with Yorkville; the inability to complete the convertible debenture transaction and the
stand-by
equity purchase facility contemplated by the definitive agreements with Yorkville due to, among other things, the failure to obtain
regulatory approval; the risk that the announcement and consummation of the proposed Transactions disrupt 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 Transactions or other matters addressed herein
and attributable to NioCorp, GXII or any person acting on their behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to herein. Except to the extent required by applicable law or regulation, NioCorp and GXII undertake
no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the
occurrence of unanticipated events.