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CENTENNIAL, Colo. , March 17, 2023 /PRNewswire/ — NioCorp Developments Ltd. (“NioCorp” or the “Company“) NBNIOBF today announced the completion of its previously announced business combination (the “Business Combination“) with GX Acquisition Corp. II (“GXII“). Further, NioCorp also announced the closing of both tranches of its previously announced convertible debt financing (the “Yorkville Convertible Debt Financing“) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN, Ltd., “Yorkville“), and the effectiveness of its previously announced standby equity purchase facility with Yorkville (the “Yorkville Equity Facility Financing“, and together with the Business Combination and the Yorkville Convertible Debt Financing, the “Transactions“).
Pursuant to the Business Combination, a wholly owned, U.S.-based subsidiary of NioCorp merged with and into GXII, with GXII surviving the merger as a subsidiary of NioCorp. In connection with the merger, GXII changed its name to “Elk Creek Resources Corp.” As the parent company of the merged entity, NioCorp issued 1,753,823 common shares (the “Common Shares“) in exchange for all of the Class A shares of GXII issued and outstanding immediately prior to the Business Combination. The Class B shares of GXII issued and outstanding immediately prior to the Business Combination (after giving effect to the surrender of certain Class B shares of GXII in accordance with the support agreement, dated September 25, 2022, among GX Sponsor II LLC, GXII, NioCorp and the other persons party thereto) were converted into Class B shares of GXII (now known as Elk Creek Resources Corp.) as the surviving entity of the merger and became exchangeable into Common Shares on a one-for-one basis, a portion of which are subject to vesting during the first ten years following the Business Combination closing date based upon achieving market share price milestones, and all of which are subject to…
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