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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 17, 2023
NioCorp Developments Ltd.
(Exact name of registrant as specified in its charter)
British Columbia, Canada (State or other
jurisdiction
of incorporation) |
000-55710 (Commission File Number) |
98-1262185 (IRS Employer
Identification No.) |
7000 South Yosemite Street,
Suite 115
Centennial,
Colorado
80112
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including area code:
(720)
639-4647
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares, without par value |
NB |
The Nasdaq Stock Market LLC |
Warrants, each exercisable for 1.11829212 Common Shares |
NIOBW |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
☐
INTRODUCTORY NOTE
As
previously disclosed, 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”). Following approval by the
shareholders and stockholders of NioCorp and GX, respectively, and
the satisfaction or waiver of all other closing conditions, the
transactions contemplated by the Business Combination Agreement
were consummated and closed (the “Closing”) on March 17, 2023 (the
“Closing Date”). The Closing was the earliest event required to be
reported in this Current Report on Form 8-K.
Pursuant to the Business Combination Agreement, the following
transactions occurred on the Closing Date: (i) Merger Sub
merged 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 were held by stockholders (the “GX Public Stockholders”) who
did not elect to exercise their redemption rights in connection
with the transactions were 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 purchased
all First Merger Class A Shares (the “Transaction Consideration
Shares”) in exchange for common shares, without par value, of
NioCorp (“NioCorp Common Shares”) (the “Exchange”);
(iv) NioCorp assumed GX’s obligations under the GX Warrant
Agreement (as defined below) and each share purchase warrant of GX,
exercisable for GX Class A Shares (such warrant, a “GX Warrant”),
that was issued and outstanding immediately prior to the effective
time of the Exchange and each such assumed warrant was converted
into a warrant to acquire NioCorp Common Shares (such warrant, a
“NioCorp Assumed Warrant”); (v) all of the First Merger Class A
Shares were 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 Corp., a Nebraska corporation and a direct, wholly
owned subsidiary of Intermediate Holdco, merged with and into GX,
with GX surviving the merger as a direct subsidiary of Intermediate
Holdco (the “Second Merger,” and, together with the First Merger,
the “Mergers”); and (vii) following the effective time of the
Second Merger, each of NioCorp and GX, as the surviving company of
the Second Merger, effectuated a reverse stock split at a ratio of
10-for-1 (the “reverse stock split”). The Mergers, the Exchange and
the other transactions contemplated by the Business Combination
Agreement are collectively referred to herein as the
“Transactions.” The Transactions constituted GX’s initial business
combination, as that term was defined in GX’s Amended and Restated
Certificate of Incorporation prior to the First Merger.
The
foregoing description of the Business Combination Agreement does
not purport to be complete and is qualified in its entirety by the
full text of the Business Combination Agreement, a copy of which is
filed as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated by reference into this Introductory Note.
Unless the context otherwise requires, “we,” “us,” “our,” and the
“Company” refer to NioCorp and its consolidated subsidiaries after
giving effect to the Transactions. Terms used but not defined
herein, or for which definitions are not otherwise incorporated
herein by reference, have the respective meanings given to such
terms in the joint proxy statement/prospectus of the Company and
GX, dated February 8, 2023 (the “Joint Proxy
Statement/Prospectus”), filed with the Securities and Exchange
Commission (the “SEC”) on February 8, 2023.
As a
result of the Transactions:
|
· |
each GX Class A Share was, in connection with the Exchange,
converted into 11.1829212 NioCorp Common Shares (or 1.11829212
NioCorp Common Shares after giving effect to the reverse stock
split); |
|
· |
each share of Class B common stock of GX issued and outstanding
immediately prior to the First Merger (such share, a “GX Class B
Share”) that was not surrendered for cancellation in accordance
with the GX Support Agreement (as defined below) was (i) upon
consummation of the First Merger, converted on a one-for-one basis
into a share of Class B common stock of GX (such shares, the “First
Merger Class B Shares”), as the surviving company in the First
Merger, and (ii) upon consummation of the Second Merger, each First
Merger Class B Share was converted into 11.1829212 shares (or,
after |
giving effect to the reverse stock split, 1.11829212 shares) of
Class B common stock of GX (such shares, the “Second Merger Class B
Shares”) as the surviving company in the Second Merger, in a
private placement, and each Second Merger Class B Share remains
outstanding following the transactions and is exchangeable into
NioCorp Common Shares on a one-for-one basis, subject to equitable
adjustments; and
|
· |
each GX Warrant was (i) in connection with the First Merger,
assumed by NioCorp pursuant to the Warrant Assumption Agreement (as
defined below) and (ii) immediately prior to the Exchange,
converted on a one-for-one basis into a NioCorp Assumed Warrant,
and the number of NioCorp Common Shares subject to each NioCorp
Assumed Warrant is equal to the number of shares of GX Common Stock
subject to the applicable GX Warrant multiplied by 11.1829212 (or
1.11829212 after giving effect to the reverse stock split), with
the applicable exercise price per Common Share adjusted
accordingly. |
No
fractional NioCorp Common Shares were issued in connection with the
Transactions and instead, any such fractional shares that would
otherwise have resulted were rounded down to the nearest whole
share.
As
soon as practicable following the effective time of the First
Merger (the “First Merger Effective Time”), and in any event within
two business days following the First Merger Effective Time, the
Company will cause the exchange agent to deliver to each GX
stockholder, as of immediately prior to the First Merger Effective
Time, a letter of transmittal and instructions for use in
exchanging such GX stockholder’s GX Class A Shares for such GX
stockholder’s applicable portion of the Transaction Consideration
Shares. Promptly following receipt of a GX stockholder’s properly
executed letter of transmittal, the exchange agent will deliver
such GX stockholder’s applicable portion of the Transaction
Consideration Shares.
Further, pursuant to the GX Support Agreement, dated September 25,
2022 (the “GX Support Agreement”), by and among GX Sponsor II LLC
(the “Sponsor”), GX, NioCorp and the persons identified on Schedule
I therein, the Sponsor, immediately prior to the Closing,
surrendered to GX for cancellation 384,324 GX Class B Shares for no
consideration.
Immediately after giving effect to (i) the redemption of 28,506,605
GX Class A Shares, (ii) the subsequent issuance of 74,909 GX Class
A Shares to advisors and (iii) the Transactions, including the
reverse stock split, there were 30,081,661 NioCorp Common Shares,
7,957,404 Second Merger Class B Shares and 15,666,667 NioCorp
Assumed Warrants outstanding.
Based on NioCorp’s cash and cash equivalents of approximately $0.4
million as of December 31, 2022, after giving effect to the
Transactions, the closing of the transactions contemplated by the
Yorkville Convertible Debt Financing Agreement (as defined below)
and the net proceeds of approximately $15.9 million received from
the GX trust account (after giving effect to an aggregate of
approximately $288.8 million of redemptions of GX Class A Shares in
connection with the Transactions), less the sum of (i) the total
direct and incremental transaction costs of GX estimated at
approximately $13.5 million (including $5.0 million of deferred
underwriters’ commissions) and (ii) the total direct and
incremental transaction costs of NioCorp estimated at approximately
$6.8 million, the Company would have cash and cash equivalents of
approximately $15.4 million.
The
NioCorp Common Shares and the NioCorp Assumed Warrants are expected
to begin trading on The Nasdaq Global Market and The Nasdaq Capital
Market, respectively, on March 21, 2023, under the symbols “NB” and
“NIOBW,” respectively. The NioCorp Common Shares will continue to
trade on the Toronto Stock Exchange (“TSX”) under the symbol “NB,”
and will continue to trade on a pre-reverse stock split basis until
such time as the TSX advises that trading on a post-reverse stock
split basis will commence, which is expected to be at the beginning
of regular trading hours on March 21, 2023. The NioCorp Common
Shares will cease being quoted on the OTC Markets in connection
with the commencement of trading on The Nasdaq Global Market.
|
Item 1.01 |
Entry into a Material Definitive Agreement. |
Registration Rights and Lockup Agreement
Pursuant to the Business Combination Agreement, at the Closing,
NioCorp, GX and the Sponsor, in its capacity as a shareholder of
GX, the pre-Closing directors and officers of NioCorp and the other
parties thereto (collectively, the “RRA Shareholders”) entered into
the Amended and Restated Registration Rights Agreement, dated March
17, 2023 (the “Registration Rights and Lockup Agreement”), pursuant
to which, among other things, NioCorp became obligated to file a
shelf registration statement to register the resale of (i)
outstanding NioCorp Common Shares, (ii) NioCorp Common Shares
exchangeable for the Second Merger Class B Shares, (iii) NioCorp
Assumed Warrants and (iv) NioCorp Common Shares issuable upon
exercise of the NioCorp Assumed Warrants, in each case, held by the
RRA Shareholders after the Closing (such shares, the “Registrable
Securities”). The Registration Rights and Lockup Agreement also
provides the RRA Shareholders with certain “demand” and
“piggy-back” registration rights, subject to certain requirements
and customary conditions.
Under the terms of the Registration Rights and Lockup Agreement,
NioCorp is obligated, subject to certain exceptions, to (i) as soon
as practicable, but not later than 30 days following the Closing,
file a registration statement with the SEC covering the resale or
other disposition of the Registrable Securities, (ii) use its
reasonable best efforts to cause the registration statement to
become effective no later than the earlier of (a) 90 days after the
filing date thereof if the SEC notifies NioCorp that it will
“review” the registration statement and (b) 10 business days after
the date that NioCorp is notified by the SEC that the registration
statement will not be reviewed or will not be subject to further
review, and (iii) use its reasonable best efforts to keep such
registration statement continuously effective under the Securities
Act of 1933, as amended (the “Securities Act”), until such time as
there are no longer any Registrable Securities covered by the
Registration Rights and Lockup Agreement.
In
addition, the Registration Rights and Lockup Agreement provides
that the RRA Shareholders are subject to “lock-up” restrictions on
transfer of the Registrable Securities held by them after the
Closing for the period beginning on the Closing Date and ending on
the earliest of (i) one year after the Closing, (ii) the date on
which the volume-weighted average price of the NioCorp Common
Shares on the principal securities exchange or market on which such
securities are then traded has equaled or exceeded the quotient of
$13.42 per share divided by 11.1829212 (as adjusted for any stock
splits, including the reverse stock split, recapitalizations and
similar events) for 20 trading days within any 30-trading day
period commencing at least 150 days after the Closing Date and
(iii) the date on which NioCorp completes a liquidation, merger,
capital stock exchange, reorganization or similar transaction that
results in all of NioCorp’s shareholders having the right to
exchange their NioCorp Common Shares for cash, securities or other
property.
The
Registration Rights and Lockup Agreement will terminate on the
earlier of (i) the tenth anniversary of the date of such agreement
and (ii) with respect to any RRA Shareholder, on the date that such
RRA Shareholder no longer holds any Registrable Securities.
In
addition, on the Closing Date, the Company entered into a joinder
agreement (the “Registration Rights Joinder”) with the Sponsor’s
members to whom the Sponsor distributed all of the Second Merger
Class B Shares and NioCorp Assumed Warrants held by the Sponsor
immediately following the Closing. Pursuant to the Registration
Rights Joinder, each such member agreed to become a party to, to be
bound by, and to comply with the Registration Rights and Lockup
Agreement as a RRA Shareholder, and all of the (i) outstanding
NioCorp Common Shares, (ii) NioCorp Common Shares exchangeable for
the Second Merger Class B Shares, (iii) NioCorp Assumed Warrants
and (iv) NioCorp Common Shares issuable upon exercise of the
NioCorp Assumed Warrants held by such member became Registrable
Securities.
The
foregoing description of the terms of the Registration Rights and
Lockup Agreement and the Registration Rights Joinder is subject to,
and is qualified in its entirety by, the full text of the
Registration Rights and Lockup Agreement and the Registration
Rights Joinder, which are attached as Exhibits 10.1 and 10.2,
respectively, to this Current Report on Form 8-K, which documents
are incorporated by reference in their entirety into this Item
1.01.
Exchange Agreement
Pursuant to the Business Combination Agreement, at the Closing,
NioCorp, GX and the Sponsor entered into the Exchange Agreement,
dated March 17, 2023 (the “Exchange Agreement”), pursuant to which,
among other things, the Sponsor and certain pre-Closing officers
and directors of GX have agreed that, with respect to certain
Second Merger Class B Shares that are subject to an earnout period,
the Sponsor and certain pre-Closing officers and directors of GX
will not transfer such shares until the NioCorp Common Shares
achieve trading prices exceeding certain dollar thresholds set
forth in the GX Support Agreement, subject to the terms and
conditions contemplated by the GX Support Agreement. Such Second
Merger Class B 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.
The
foregoing description of the terms of the Exchange Agreement is
subject to, and is qualified in its entirety by, the full text of
the Exchange Agreement, which is filed as Exhibit 10.3 to this
Current Report on Form 8-K, which document is incorporated by
reference in its entirety into this Item 1.01.
Warrant Assignment, Assumption and Amendment Agreement
The
information set forth in the Introductory Note with respect to the
NioCorp Assumed Warrants is incorporated herein by reference.
On
March 17, 2023, the Company entered into that certain Assignment,
Assumption and Amendment Agreement (the “Warrant Assumption
Agreement”), by and among NioCorp, GX, Continental Stock Transfer
& Trust Company, as existing warrant agent (“CST”), and
Computershare Inc. and its affiliate, Computershare Trust Company,
N.A., together as successor warrant agent (“Computershare”).
Pursuant to the Warrant Assumption Agreement, the Company assumed
all of the obligations of GX under and in respect of the Warrant
Agreement, dated March 17, 2021, by and between GX and CST (the “GX
Warrant Agreement” and, as amended by the Warrant Assumption
Agreement, the “Warrant Agreement”), and Computershare was
appointed as successor warrant agent under the Warrant
Agreement.
The
foregoing description of the terms of the Warrant Agreement is
subject to, and is qualified in its entirety by, the full text of
the GX Warrant Agreement, as amended by the Warrant Assumption
Agreement, which are attached as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form 8-K, which documents
are incorporated by reference in their entirety into this Item
1.01.
|
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note and Item 1.01 of
this Current Report on Form 8-K is incorporated by reference into
this Item 2.01.
|
Item 3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing. |
The information set forth in the Introductory Note of this Current
Report on Form 8-K is incorporated by reference into this Item
3.01.
|
Item 3.02 |
Unregistered Sales of Equity Securities. |
The information set forth in the Introductory Note and Item 1.01 of
this Current Report on Form 8-K with respect to the issuance of the
Second Merger Class B Shares, the Registration Rights and Lockup
Agreement and the Exchange Agreement is incorporated by reference
into this Item 3.02.
The offer, issuance and sale of 7,957,404 Second Merger Class B
Shares, including the NioCorp Common Shares issuable upon exchange
of such Second Merger Class B Shares, in connection with the
Mergers was made in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act. The offer,
issuance and sale of such Second Merger Class B Shares, including
the NioCorp Common Shares issuable upon exchange of such Second
Merger Class B Shares, was not registered under the Securities Act
or any state securities laws and such Second Merger Class B Shares,
including the NioCorp Common Shares issuable upon exchange of such
Second Merger Class B Shares, may not be offered or sold in the
United States absent registration with the SEC or an applicable
exemption from the registration requirements of the Securities
Act.
|
Item 3.03 |
Material Modification to Rights of Security Holders. |
As
previously disclosed, on March 10, 2023, NioCorp shareholders
approved, by ordinary resolution, an amendment (the “Articles
Amendment”) to NioCorp’s articles, as amended (the “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. Such Articles Amendment was made
to satisfy Nasdaq Marketplace Rule 5620(c)’s minimum quorum
requirement and became effective following approval by NioCorp’s
board of directors (the “Board”) on March 17, 2023.
This
summary of the Articles Amendment is qualified in its entirety by
reference to the text of such amendment, which is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item 3.03.
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers. |
Appointment of Directors to the Board
The
information set forth in the Introductory Note and Item 1.01 of
this Current Report on Form 8-K is incorporated by reference into
this Item 5.02.
Effective immediately upon the Closing, the Board increased the
size of the Board to nine members and appointed each of Michael G.
Maselli and Dean C. Kehler to the Board, each to hold office until
his term expires at the next annual meeting of NioCorp
shareholders, and his respective successor is duly elected or
appointed and qualified, or until his earlier death, resignation or
removal. Messrs. Maselli and Kehler served on the board of
directors of GX prior to the Closing. Pursuant to the Business
Combination Agreement, the Company was required to cause two
directors identified by GX to become directors of the Company as of
Closing, and the Board appointed Messrs. Maselli and Kehler to the
Board pursuant to such requirement.
As
non-employee directors, each of Messrs. Maselli and Kehler will
receive compensation in the same manner as the Company’s other
non-employee directors and will be eligible to participate in the
other non-employee director compensation arrangements described in
the Company’s definitive proxy statement on Schedule 14A filed with
the SEC on October 10, 2022.
Messrs. Maselli and Kehler are parties to the Registration Rights
and Lockup Agreement, as RRA Shareholders thereunder. In addition,
certain information related to Messrs. Maselli and Kehler is
described in the Joint Proxy Statement/Prospectus under the heading
“GX Proposal No. 1 – The Business Combination
Proposal––Interests of GX Directors and Officers in the
Transactions” beginning on page 109 therein, and such
information is incorporated herein by reference.
Indemnification Agreements
The
Company expects to enter into indemnification agreements with each
of its directors and officers that largely mirror the
indemnification rights provided for in its Articles. The Form of
Director and Officer Indemnification Agreement is filed as Exhibit
10.4 to this Current Report on Form 8-K and is incorporated by
reference into this Item 5.02.
|
Item 7.01 |
Regulation FD Disclosure. |
The
Company announced the completion of the Transactions in a press
release issued on March 17, 2023. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference. Such exhibit and the information set forth therein shall
not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise be subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference in any filing
under the Securities Act or the Exchange Act.
Yorkville Convertible Debentures
As
previously disclosed, on January 26, 2023, NioCorp entered into a
Securities Purchase Agreement (as amended by an Amendment No. 1 to
Securities Purchase Agreement, dated February 24, 2023, the
“Yorkville Convertible Debt Financing Agreement”) and a Standby
Equity Purchase Agreement (the “Yorkville Equity Facility Financing
Agreement”) with YA II PN, Ltd., an investment fund managed by
Yorkville Advisors Global, LP (together with YA II PN, Ltd.,
“Yorkville”).
On
the Closing Date, NioCorp issued to Yorkville (i) $16.0 million
aggregate principal amount of unsecured convertible debentures,
convertible into NioCorp Common Shares, and (ii) 1,789,267 warrants
to purchase additional NioCorp Common Shares in consideration of
$15.36 million in cash funded by Yorkville to NioCorp,
which amount was offset by a payment of $0.5 million of cash from
NioCorp to Yorkville as part of a cash fee due in connection with
the Closing pursuant to the Yorkville Equity Facility Financing
Agreement.
Reverse Stock Split
NioCorp currently has the Registration Statements on Form S-3 (Nos.
333-257195, 333-254511, and 333-260673) and Form S-8 (No.
333-222313) (collectively, the “Registration Statements”) on file
with the SEC. SEC regulations permit NioCorp to incorporate by
reference future filings made with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of the offerings covered by registration statements
filed on Form S-3 or Form S-8, as applicable. Pursuant to Rule
416(b) under the Securities Act, as a result of and upon the
completion of the reverse stock split, the number of undistributed
NioCorp Common Shares deemed to be covered by each of the
Registration Statements will be proportionately reduced to a number
of NioCorp Common Shares, as applicable, giving effect to the
reverse stock split at the ratio of 10-for-1.
|
Item 9.01 |
Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The
Company previously provided the financial statements required by
Item 9.01(a) of Form 8-K as Exhibit 99.1 to its Current Report on
Form 8-K filed on March 1, 2023.
(b) Pro forma financial information.
The
Company previously provided the pro forma financial statements
required by Item 9.01(b) of Form 8-K as Exhibit 99.2 to its Current
Report on Form 8-K filed on March 1, 2023.
(d) Exhibits.
Exhibit |
|
Description |
2.1 |
|
Business Combination Agreement, dated
as of September 25, 2022, by and among NioCorp Developments Ltd.,
Big Red Merger Sub Ltd, and GX Acquisition Corp. II (incorporated
by reference to Exhibit 2.1 to NioCorp Developments Ltd.’s Current
Report on Form 8-K filed with the SEC on September 29,
2022). |
3.1 |
|
Amendment to Articles,
effective March 17, 2023. |
4.1 |
|
Warrant Agreement, dated March 17,
2021, by and between GX Acquisition Corp. II and Continental Stock
Transfer & Trust Company (incorporated by reference to Exhibit
4.1 to GX Acquisition Corp. II’s Current Report on Form 8-K filed
with the SEC on March 22, 2021). |
4.2 |
|
Warrant Assignment,
Assumption and Amendment Agreement, dated as of March 17, 2023, by
and among GX Acquisition Corp. II, NioCorp Developments Ltd.,
Continental Stock Transfer & Trust Company, as the existing
Warrant Agent, and Computershare Trust Company, N.A, as the
successor Warrant Agent. |
4.3 |
|
Form of Warrant
(included in Exhibit 4.2). |
10.1 |
|
Amended and Restated
Registration Rights Agreement, dated as of March 17, 2023, by and
among NioCorp Developments Ltd., GX Acquisition Corp. II, GX
Sponsor II LLC and certain persons listed on Schedule 1 and
Schedule 2 thereto. |
10.2 |
|
Registration
Rights Agreement Joinder, dated as of March 17, 2023, by and among
NioCorp Developments Ltd. and each of the parties listed on
Schedule A thereto. |
10.3 |
|
Exchange Agreement, dated as of March 17, 2023, by
and among NioCorp Developments Ltd., GX Acquisition Corp. II and GX
Sponsor II LLC. |
10.4 |
|
Form of Director and Officer Indemnification
Agreement. |
99.1 |
|
Press Release, dated March 17, 2023. |
104 |
|
Cover Page
Interactive Data File (embedded within the Inline XBRL
document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
NIOCORP DEVELOPMENTS LTD. |
|
|
|
DATE: March 17, 2023 |
By: |
/s/ Neal S. Shah |
|
|
Neal
S. Shah
Chief Financial Officer
|
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