Proposed NioCorp-GX Business Combination Takes Another Step Forward with the Filing of an S-4 Registration Statement with the SEC

CENTENNIAL, Colo., Nov. 8, 2022 /PRNewswire/ -- NioCorp Developments Ltd. ("NioCorp" or the "Company") (TSX:NB) (OTCQX:NIOBF) today announced that it has filed a Form S-4 Registration Statement ("S-4") with the U.S. Securities and Exchange Commission ("SEC") regarding the Company's proposed Business Combination Agreement with GX Acquisition Corp. II ("GXII"). The filing of an S-4 is a key milestone in the process and helps NioCorp and GXII continue to advance the proposed deal to closing.

The proposed Transaction values the combined entity at an estimated enterprise value of $313.5 million.

As proposed in the Business Combination Agreement, originally announced on September 26, 2022 ( see this news release ), NioCorp will acquire GXII, a U.S.-based special purpose acquisition company, and expects to be listed on the Nasdaq Stock Exchange soon after the acquisition closes. NioCorp shares will also continue to be traded on the Toronto Stock Exchange ("TSX"). The transactions contemplated by the Business Combination Agreement and the ancillary agreements thereto are referred to, collectively, as the "Transaction."

Assuming no redemptions by GXII public shareholders, upon deal close the combined operating entity could have access to as much as $285 million in net cash (after paying transaction expenses) from the GXII trust account to continue advancing the Elk Creek Critical Minerals Project. Final proceeds will depend upon redemption rates of current GXII shareholders at the consummation of the proposed Transaction.