Select Information from NioCorp’s S-4 Filing

On November 7, 2022, NioCorp Developments Ltd. filed a Registration Statement on Form S-4 (“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”) (NASDAQ:GXII), under which NioCorp will acquire GXII, a U.S.-based special purpose acquisition company, and intends to be listed on the Nasdaq Stock Exchange soon after the acquisition closes, which is expected in the first quarter of 2023.

The S-4 includes detailed information on the proposed Transaction, and NioCorp shareholders are urged to read and review the entire S-4 prior to an expected Special Meeting of NioCorp Shareholders.

The Special Meeting of NioCorp Shareholders is expected to be scheduled only after the SEC makes a determination of effectiveness of the S-4.

The S-4 can be accessed here.

Selected Information from the S-4

Included in the S-4 is information on the following items of specific interest to NioCorp shareholders. Click on the highlighted headings to go to each section:

NioCorp Shareholder Proposals:
The specific votes that will be put before NioCorp and GX shareholders at Special Meetings of Shareholders that are expected to be scheduled following the SEC’s determination of effectiveness of the S-4.
GX Shareholder Proposals
Questions and Answers About the Transactions
Questions and Answers About the NioCorp Special Meeting of Shareholders.
NioCorp’s Reasons for the Transactions and the NioCorp’s Board’s Recommendations
GenCap Third-Party Opinion to NioCorp’s Board
A third-party opinion, conducted by GenCap Mining Advisory Ltd., as to the fairness, from a financial point of view, of the Transaction, including the Exchange Ratio, to NioCorp shareholders.
Scalar Third-Party Opinion to GX’s Board
A third-party opinion, conducted by Scalar LLC, as to the fairness, from a financial point of view, of the Transaction, including the Exchange Ratio, to GX shareholders.

NOTE: NioCorp shareholders are urged to read the accompanying joint proxy statement / prospectus, including any documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes carefully and in their entirety.

PROPOSALS FOR CONSIDERATION BY NIOCORP SHAREHOLDERS

After careful consideration, including a review of the opinion of GenCap, information concerning GX, the Business Combination Agreement, proposed Transactions and alternatives, and consultation with management and NioCorp’s financial advisors and legal counsel, and consideration of such other matters as the NioCorp Board considered relevant, the NioCorp Board has unanimously resolved (i) that the Transactions are fair to the NioCorp Shareholders and (ii) that the Transactions and entering into of the Business Combination Agreement and the other ancillaries contemplated thereby are in the best interests of NioCorp . The NioCorp Board unanimously recommends that NioCorp Shareholders vote:

NIOCORP PROPOSAL NO. 1 — THE SHARE ISSUANCE PROPOSAL

NioCorp has proposed an ordinary resolution to approve the issuance of up to 594,558,645 NioCorp Common Shares representing 213% of NioCorp’s total outstanding Common Shares, prior to the Transactions, on a non-diluted basis, in connection with the Transactions.

As of _______ , 2022 there are 30,000,000 GX Class A Shares issued and outstanding and 7,500,000 GX Founder Shares outstanding. In addition, there currently are 15,666,667 GX Warrants issued and outstanding, consisting of 10,000,000 GX Public Warrants and 5,666,667 GX Founder Warrants. Each whole GX Warrant entitles the holder thereof to purchase one GX Class A Share at a price of $11.50 per share. As of the date of Closing, GX expects that [●] and [●] GX Class A Shares will have been issued to Cantor and BTIG, respectively, in partial consideration for their services in connection with the Transactions (the “Advisor Share Issuances”).

Upon consummation of the First Merger, each GX Class A Share that is held by a GX Public Stockholder shall be converted into a First Merger Class A Share. In connection with the Exchange, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares. As a result NioCorp will issue an aggregate of up to 335,487,636 Common Shares to purchase up to 335,487,636 First Merger Class A Shares (assuming no redemptions by GX Stockholders).

Upon consummation of the First Merger, each Class B share in GX (other than certain shares that may be forfeited in accordance with the GX Support Agreement) will be converted into one share of Class B common stock in GX (such shares, the “First Merger Class B Shares”), as the surviving company in the First Merger. Upon consummation of the Second Merger, each of the First Merger Class B Shares will be converted into 11.1829212 Class B common shares of GX (each, a “Second Merger Class B Share”), as the surviving company in the Second Merger. Each Second Merger Class B Share will be exchangeable into NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement. As a result, NioCorp may issue up to an aggregate of 83,871,907 Common Shares upon exchange of up to an aggregate of 83,871,907 Second Merger Class B Shares.

In connection with the First Merger and the assumption by NioCorp of the GX Warrant Agreement, each GX Warrant that is issued and outstanding immediately prior to the Exchange Time shall be converted into one NioCorp Warrant pursuant to the GX Warrant Agreement. Each NioCorp Warrant shall be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Warrant shall be equal to the number of shares of GX common stock subject to the applicable GX Warrant multiplied by 11.1829212, with the applicable exercise price adjusted accordingly. As a result NioCorp may issue up to an aggregate of 175,199,102 Common Shares upon exercise of an aggregate of 15,666,667 NioCorp Assumed Warrants.

Together with the 335,487,636 NioCorp Common Shares issuable to the holders of GX Class A Shares, including the Advisor Share Issuances, the 83,871,907 NioCorp Common Shares issuable upon exchange of the Second Merger Class B Shares and the 175,199,102 NioCorp Common Shares issuable upon exercise of the NioCorp Assumed Warrants, up to an aggregate of 594,558,645 NioCorp Common Shares may be issuable in connection with the Transactions representing 213% of NioCorp’s total outstanding Common Shares, prior to the Transactions, on a non-diluted basis.

As such, NioCorp has proposed an ordinary resolution to approve the issuance of up to 594,558,645 NioCorp Common Shares to GX Securityholders in connection with the transactions contemplated under the Business Combination Agreement, a copy of which is attached as Annex A hereto, dated as of September 25, 2022, by and among NioCorp, GX and Merger Sub.

Pursuant to the Section 611(c) of the TSX Company Manual, the Share Issuance Proposal requires the approval of a simple majority of the votes cast by NioCorp Shareholders present in person or represented by proxy at the NioCorp Shareholder Meeting, because the number of NioCorp Common Shares being issued or that are issuable under the Transactions may exceed 25% of the number of NioCorp Common Shares which are currently outstanding. Accordingly, to be effective, the Share Issuance Proposal must be approved, with or without variation, by the affirmative vote of a majority of the votes cast by NioCorp Shareholders present in person or represented by proxy and entitled to vote at the NioCorp Shareholder Meeting. The TSX will generally not require further security holder approval for the issuance of up to an additional 69,771,470 NioCorp Common Shares, such number being 25% of the number of NioCorp Common Shares to be approved by NioCorp Shareholders pursuant to the Transactions.

NIOCORP PROPOSAL NO. 2 — THE YORKVILLE EQUITY FACILITY FINANCING PROPOSAL

NioCorp has proposed an ordinary resolution to approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Equity Facility Financing. For further detail on the Yorkville Equity Facility Financing, please see the section entitled “Yorkville Financings.”

Purpose of the Yorkville Equity Facility Financing Proposal

NioCorp intends to enter into the Yorkville Equity Facility Financing Agreement in order to ensure that NioCorp is sufficiently capitalized following the Transactions. The Yorkville Equity Facility Financing is intended to be utilized at the option of NioCorp over the 36 month term to provide for project financing flexibility. The Yorkville Equity Facility Financing is commonly referred to as an equity line of credit, and is an arrangement pursuant to which Yorkville commits to purchasing an aggregate number of NioCorp Common Shares subject to a pricing formula derived from the NioCorp’s market trading price. NioCorp will have the right, but not the obligation, to sell NioCorp Common Shares that are the subject of Yorkville’s standby commitment to Yorkville in a series of drawdowns during such 36 month period, subject to the terms and limitations described below. Total sales under the Yorkville Equity Facility Financing Agreement, if any, will depend upon, amongst other things, the amounts remaining at close following redemptions by GX Stockholders and NioCorp’s other project financing initiatives.

Maximum Number of NioCorp Common Shares Issuable Pursuant to the Yorkville Equity Facility Financing

Pursuant to the Yorkville Equity Facility Financing Agreement, NioCorp will establish the Equity Facility pursuant to which NioCorp will have the right, but not the obligation, to sell NioCorp Common Shares to Yorkville (an “Advance”) with a maximum aggregate value of $65,000,000 (the “Commitment Amount”) for a period ending 36 months from the date of the Yorkville Equity Facility Financing Agreement, and will issue to Yorkville $650,000 worth of NioCorp Common Shares for no additional consideration (the “Commitment Shares”). Each right to sell NioCorp Common Shares is referred to herein as an “Advance.”

Each Advance may be up to the greater of (i) 5,000,000 NioCorp Common Shares or (ii) such amount as is equal to 100% of the average daily volume traded of the NioCorp Common Shares on Nasdaq during the five trading days immediately prior to the date NioCorp requests each Advance.

NioCorp must submit a written notice (an “Advance Notice”) to the investors when exercising its right to an Advance. The Advance Notice will specify (1) the amount of the Advance in NioCorp Common Shares and (2) the elected purchase price option among the two options below:

Purchase Price Option #1:

NioCorp will sell to the investors NioCorp Common Shares at a purchase price equal to 97% of the average volume weighted average price (“VWAP”) of the NioCorp Common Shares during the applicable pricing period, which is typically the three consecutive trading days commencing on the trading day the Advance Notice is received if it is received by 8:30 a.m. ET, or the immediately following the trading day after the Advance Notice is received if received after 8:30 a.m. ET (“Purchase Price Option #1”).

Under Purchase Price Option #1, if the volume of NioCorp Common Shares traded on the Nasdaq during the applicable pricing period is less than the number of NioCorp Common Shares set out in the Advance Notice divided by 30%, the number of NioCorp Common Shares that must be purchased by Yorkville pursuant to such Advance Notice will be reduced to the greater of (a) 30% of the trading volume of the NioCorp Common Shares on the Nasdaq during the respective pricing period, or (b) the number of NioCorp Common Shares sold by Yorkville during the applicable pricing period.

Purchase Price Option #2:

NioCorp will sell to the investors NioCorp Common Shares at a purchase price equal to 97% of the VWAP of the NioCorp Common Shares during a pricing period of three consecutive trading days commencing on the trading day the Advance Notice is received by the Investors (“Purchase Price Option #2”, and together with Purchase Price Option #1, the “Purchase Price”). Purchase Price Option #2 will be used whenever there are outstanding NioCorp Convertible Debentures of NioCorp issued by NioCorp to Yorkville (together with its affiliates).

If the VWAP on any trading day during a pricing period under Purchase Price Option #2 is below a minimum price set by NioCorp in connection with each Advance Notice, then for each such trading day (i) the requested Advance amount shall automatically be reduced by an amount equal to 33% of the original requested Advance amount and (ii) such day shall not be factored into the determination of the VWAP during such pricing period.

The following table is for illustrative purposes only in the event NioCorp utilizes the Yorkville Equity Facility Financing Agreement and sets out reasonable estimates about the maximum dilution which may occur pursuant to the Yorkville Equity Facility Financing Agreement:

Example VWAP during pricing period		97% of VWAP		Maximum dilution on issue of Commitment Amount and Commitment Shares⁽¹⁾	*Maximum dilution as of the date immediately prior to execution of the Yorkville Equity Facility Financing (excluding, in the denominator,* shares issued under the Equity Facility)**	*Maximum dilution as of the date immediately prior to execution of the Yorkville Equity Facility Financing (including, in the denominator,* shares issued under the Equity Facility)**
$	1.75	$	1.70	[●] NioCorp Common Shares	[●]%	[●]%
$	1.50	$	1.46	[●] NioCorp Common Shares	[●]%	[●]%
$	1.25	$	1.21	[●] NioCorp Common Shares	[●]%	[●]%
$	1.00	$	0.97	[●] NioCorp Common Shares	[●]%	[●]%
$	0.75	$	0.73	[●] NioCorp Common Shares	[●]%	[●]%
$	0.50	$	0.49	[●] NioCorp Common Shares	[●]%	[●]%
$	0.25	$	0.24	[●] NioCorp Common Shares	[●]%	[●]%

Notes:

(1)

Assuming a CAD$/USD$ exchange rate of USD$1 = CAD$[●].

TSX Approval Required

Pursuant to the Section 607(g) of the TSX Company Manual, the Yorkville Equity Facility Financing Proposal requires the approval of a simple majority of the votes cast by NioCorp Shareholders present in person or represented by proxy at the NioCorp Shareholder Meeting, because the number of NioCorp Common Shares being issued or that are issuable pursuant to the Yorkville Equity Facility Financing Agreement may exceed 25% of the number of NioCorp Common Shares which are currently outstanding. Accordingly, to be effective, the Yorkville Equity Facility Financing Proposal must be approved, with or without variation, by the affirmative vote of a majority of the votes cast by NioCorp Shareholders present in person or represented by proxy and entitled to vote at the NioCorp Shareholder Meeting.

NIOCORP PROPOSAL NO. 3 — THE YORKVILLE CONVERTIBLE DEBT FINANCING PROPOSAL

NioCorp has proposed an ordinary resolution to approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Convertible Debt Financing. For further detail on the Yorkville Convertible Debt Financing, please see the section entitled “Yorkville Financings.”

Purpose of the Yorkville Convertible Debt Financing Proposal

NioCorp intends to enter into the Yorkville Convertible Debt Financing Agreement in order to ensure that NioCorp is sufficiently capitalized following the Transactions. The Yorkville Convertible Debt Financing Agreement is intended to be used, in part, to satisfy the fees and expenses in connection with the Transactions if required.

Maximum Number of NioCorp Common Shares Issuable Pursuant to the Yorkville Convertible Debt Financing

Pursuant to the Yorkville Convertible Debt Financing Agreement, one or more investment funds managed by Yorkville (the “Investors”) will advance $15,360,000 to NioCorp, to take place in two closings (each a “Debenture Closing”), in consideration of the issuance by NioCorp to the Investors of $16,000,000 (the “Principal Amount”) of NioCorp Convertible Debentures.

Pursuant to the terms of the Yorkville Convertible Debt Financing Agreement, the Investors will advance (a) an initial $9,600,000 to NioCorp in consideration of the issuance by NioCorp to the Investors of $10,000,000 of NioCorp Convertible Debentures at the time of Closing (the “Initial Debenture Closing”), and (b) the remaining $5,760,000 to NioCorp in consideration of the issuance by NioCorp to the Investors of $6,000,000 of NioCorp Convertible Debentures on a date to be determined at the election of NioCorp, but which may not be prior to the later to occur of (a) the date of filing of the registration statement contemplated by the Registration Rights and Lock-Up Agreement (the “Shelf Registration Statement”) and (ii) the date of Closing.

Each NioCorp Convertible Debenture issued under the Yorkville Convertible Debt Financing will have an 18-month term from Closing and will incur a simple interest rate obligation of 5.0%. The Investors will be entitled to convert each NioCorp Convertible Debenture into NioCorp Common Shares in monthly installments over their term, and such conversion will be at a price per share of 90% of the five-day VWAP of the NioCorp Common Shares on the TSX immediately prior to the conversion date (the “Conversion Price”); however, the Conversion Price shall not be lower than a price per share equal to 30% of the VWAP of the NioCorp Common Shares during the five consecutive trading days ending on the trading date immediately prior to the Initial Debenture Closing, subject to adjustment to give effect to any stock split or recapitalization, unless NioCorp consents to conversion at a lower price. The Yorkville Convertible Debt Financing contains a number of restrictions limiting the value of the principal amount of NioCorp Convertible Debentures that may be converted in any particular month.

The exchange rate to be used in calculating the conversion price of the NioCorp Convertible Debentures under the Yorkville Convertible Debt Financing, if applicable, will be, in relation to a specific US dollar amount, the CAD equivalent of that specified US dollar amount converted using the most recent daily exchange rate quoted by the Bank of Canada.

In conjunction with each Debenture Closing, NioCorp will issue to the Investors NioCorp Financing Warrants exercisable in cash to purchase a number of NioCorp Common Shares as is equal to (N), determined pursuant to the following formula:

N = Quotient of the Principal Amount of NioCorp Convertible Debentures issued in such Debenture Closing divided by an exercise price per NioCorp Financing Warrant equal to the greater of

(a) the quotient of $10.00 / 11.1829212 (being the number of NioCorp Common Shares that will be exchanged for each share of GX pursuant to the Business Combination Agreement at Closing); or

(b) the VWAP of the NioCorp Common Shares during the five consecutive trading days before such Debenture Closing, subject to any adjustment to give effect to any split or recapitalization.

The NioCorp Financing Warrants shall be exercisable beginning on the earlier of (a) six months following the issuance of the applicable NioCorp Financing Warrants or (b) the effective date of the Shelf Registration Statement (such earlier date, the “Exercise Date”) and may be exercised at any time prior to their expiration. On each of the first 12 monthly anniversaries of the Exercise Date, 1/12th of the Warrants shall expire.

The following table is for illustrative purposes only in the event NioCorp utilizes the funds under the Yorkville Convertible Debt Financing Agreement and sets out reasonable estimates about the maximum dilution which may occur pursuant to the Yorkville Convertible Debt Financing Agreement if clause (b) of the NioCorp Financing Warrant Formula is used:

Example 5 day VWAP prior to issuance/conversion		90% of 5 day VWAP		Maximum dilution on full conversion of Principal Amount and NioCorp Financing Warrants (1)(2)	*Maximum dilution as of the date immediately prior to execution of the Yorkville Convertible Debt Financing Agreement (excluding, in the denominator,* shares issued on conversion)**	*Maximum dilution as of the date immediately prior to execution of the Yorkville Convertible Debt Financing Agreement (including, in the denominator,* shares issued on conversion)**
$	1.75	$	1.58	[●] NioCorp Common Shares	[●]%	[●]%
$	1.50		1.35	[●] NioCorp Common Shares	[●]%	[●]%
$	1.25		1.13	[●] NioCorp Common Shares	[●]%	[●]%
$	1.00		0.90	[●] NioCorp Common Shares	[●]%	[●]%
$	0.75	$	0.68	[●] NioCorp Common Shares	[●]%	[●]%
$	0.50	$	0.45	[●] NioCorp Common Shares	[●]%	[●]%
$	0.25	$	0.23	[●] NioCorp Common Shares	[●]%	[●]%

Notes:

1. Assuming a CAD$/USD$ exchange rate of USD$1 = CAD$[●].
2. Assuming five-day VWAP equal to five-day VWAP on issuance of NioCorp Financing Warrants.

Right of Redemption

NioCorp will have the right to redeem cash amounts owed under a NioCorp Convertible Debenture at any time prior to the Debenture Maturity Date (the “Right of Redemption”) upon providing the investor with advance written notice at least three trading days prior to such redemption. NioCorp will pay a redemption premium equal to 10% of the Principal Amount being redeemed if it exercises the Right of Redemption.

TSX Approval Required

Pursuant to the Section 607(g) of the TSX Company Manual, the Yorkville Convertible Debt Financing Proposal requires the approval of a simple majority of the votes cast by NioCorp Shareholders present in person or represented by proxy at the NioCorp Shareholder Meeting, because the number of NioCorp Common Shares being issued or that are issuable pursuant to the Yorkville Convertible Debt Financing Agreement may exceed 25% of the number of NioCorp Common Shares which are currently outstanding. Accordingly, to be effective, the Yorkville Convertible Debt Financing Proposal must be approved, with or without variation, by the affirmative vote of a majority of the votes cast by NioCorp Shareholders present in person or represented by proxy and entitled to vote at the NioCorp Shareholder Meeting.

NIOCORP PROPOSAL NO. 4 — THE QUORUM AMENDMENT PROPOSAL

NioCorp has proposed an ordinary resolution to amend the current NioCorp Articles in accordance with the provisions thereof and the BCBCA. The NioCorp Amended Articles will contain provisions required by Nasdaq Marketplace Rules to permit the listing of the NioCorp Common Shares on Nasdaq. The ordinary resolution approving the amendment to the NioCorp Articles must be passed by a majority of the votes cast by those NioCorp Shareholders entitled to vote and who are present in person or by proxy at the NioCorp Shareholder Meeting.

To accord with the minimum bid price requirements prescribed by Nasdaq Marketplace Rules, it is expected that the NioCorp Board will approve a reverse stock split of NioCorp Common Shares (the “Reverse Stock Split”) at a ratio of not less than [●]-to-1 and not greater than [●]-to-1, with the exact ratio to be set within that range at the discretion of the NioCorp Board before , 2022. The final ratio for the Reverse Stock Split will be determined, and the Reverse Stock Split will be made effective, immediately prior to closing the Transactions.

The below is a summary of the amendment proposed only and NioCorp Shareholders should refer to the full text of the amendment to the Articles in its entirety attached as Annex B to this joint proxy statement/prospectus.

Amendment to Quorum Requirement

The Nasdaq minimum quorum requirement under Nasdaq Marketplace Rule 5620(c) for a shareholder meeting is 33⅓% of the outstanding shares of common share capital. The NioCorp Board proposes to amend the NioCorp Articles to change the quorum requirements to transact business at a meeting of NioCorp Shareholders (the “Quorum Requirement”). The NioCorp Articles state the quorum necessary for the transaction of business at a meeting of NioCorp Shareholders is one or more persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the NioCorp Shareholder Meeting. If adopted, the NioCorp Amended Articles will provide that at a meeting of NioCorp Shareholders, the quorum is two persons who are, or who represent by proxy, NioCorp Shareholders who, in the aggregate, hold at least 33⅓% of the issued NioCorp Common Shares entitled to be voted at the meeting.
NIOCORP PROPOSAL NO. 5 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the NioCorp Board to adjourn the NioCorp Shareholder Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to the NioCorp Shareholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the NioCorp Shareholder Meeting to approve one or more of the proposals presented at the NioCorp Shareholder Meeting.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by the NioCorp Shareholders, the NioCorp Board may not be able to adjourn the NioCorp Shareholder Meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the NioCorp Shareholder Meeting to approve one or more of the proposals presented at the NioCorp Shareholder Meeting. No business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Vote Required for Approval

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other NioCorp Proposals.

The Adjournment Proposal will be approved and adopted if the holders of a majority of the shares of NioCorp Common Stock represented (in person online or by proxy) and voted thereon at the NioCorp Shareholder Meeting vote “FOR” the Adjournment Proposal. Failure to vote by proxy or to vote in person online at the NioCorp Shareholder Meeting will have no effect on the outcome of the vote on the Adjournment Proposals.

The approval of each of these proposals requires the affirmative vote of a majority of votes cast by NioCorp Shareholders entitled to vote thereon and present in person or represented by proxy at the NioCorp Shareholder Meeting. We cannot complete the Transactions unless each of the Share Issuance Proposal and the Quorum Amendment Proposal are approved at the NioCorp Shareholder Meeting. We cannot complete the Yorkville Convertible Debt Financing if the Yorkville Convertible Debt Financing Proposal is not approved at the NioCorp Shareholder Meeting, and we cannot complete the Yorkville Equity Facility Financing if the Yorkville Equity Facility Financing Proposal is not approved at the NioCorp Shareholder Meeting.

The NioCorp Board of Directors has unanimously resolved (i) that the Transactions are fair to the NioCorp Shareholders and (ii) that the Transactions and entering into of the Business Combination Agreement, the other ancillary agreements contemplated thereby, the Yorkville Equity Facility Financing Agreement and the Yorkville Convertible Debt Financing Agreement are in the best interests of NioCorp and unanimously recommends that NioCorp Shareholders vote “FOR” each proposal. The accompanying joint proxy statement / prospectus provides a detailed description of the Business Combination Agreement and the related agreements and Transactions.

We urge you to read the accompanying joint proxy statement / prospectus, including any documents incorporated by reference into the accompanying joint proxy statement/prospectus, and its annexes carefully and in their entirety.

PROPOSALS FOR CONSIDERATION BY GX SHAREHOLDERS

At the GX Stockholder Meeting, GX will ask the GX Stockholders to vote in favor of the following proposals:

GX Proposal No. 1 — The Business Combination Proposal: to consider and vote upon a proposal to approve the adoption of the Business Combination Agreement and the Transactions.
GX Proposal No. 2 — The Charter Amendment Proposal: to consider and vote upon a proposal to approve the GX Charter Amendment (to remove the automatic conversion of GX Founder Shares into GX Class A Shares from the GX Existing Charter), as of immediately prior to the Closing. A copy of the GX Charter Amendment is attached to the accompanying joint proxy statement/prospectus as Annex C.
GX Proposal No. 3 Through No. 9 — The Charter Proposal:

■ to consider and vote upon separate proposals to approve the following material differences in the GX Proposed Charter that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing. A copy of the GX Proposed Charter is attached to the accompanying joint proxy statement/prospectus as Annex D;

■ to increase the number of authorized shares of GX Class A Shares and GX Founder Shares (Proposal No. 3);

■ to increase the number of authorized shares of preferred stock of GX (Proposal No. 4);

■ to declassify the board of directors from three classes to one class (Proposal No. 5);

■ to provide for the election or removal of directors only upon the vote of holders of GX Class A Shares (Proposal No. 6);

■ to require the affirmative vote, approval or consent of the holders of a majority of the GX Founder Shares then held by Exchanging Shareholders (as defined in the Exchange Agreement), voting as a separate class, to amend, alter, change or repeal any provision of the GX Proposed Charter which affects the rights, preferences and privileges of the holders of GX Founder Shares in any material respect (Proposal No. 7);

■ to eliminate certain provisions related to the consummation of an initial business combination that will no longer be relevant following the Closing (such as Article IX, which sets forth various provisions related to our operations as a blank check company prior to the consummation of an initial business combination, including with respect to redemptions and the Trust Account) (Proposal No. 8);
o conditioned upon the approval of Proposals No. 3 through No. 8, a proposal to approve the GX Proposed Charter as a whole, which includes the approval of all other changes in the GX Proposed Charter that will replace the GX Existing Charter, as amended by the GX Charter Amendment, as of the Closing (Proposal No. 9).

● GX Proposal No. 10 — The Adjournment Proposal: a proposal to approve a proposal to adjourn the GX Stockholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the GX Stockholder Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for a vote.

Questions and Answers About the Transactions

The following questions and answers are intended to address briefly some commonly asked questions regarding the Transactions. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the Transactions, you should carefully read this entire joint proxy statement/prospectus, including the attached annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find Additional Information” of this joint proxy statement/prospectus.

Q: Why am I receiving this joint proxy statement/prospectus?

A: On September 25, 2022, NioCorp, GX and Merger Sub entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, among other transactions, the following transactions will occur: (i) Merger Sub will merge with and into GX, with GX surviving the merger, referred to as the First Merger; (ii) all GX Class A Shares that are held by GX Public Stockholders who have not elected to exercise their redemption rights in connection with the Transactions shall be converted into First Merger Class A Shares in GX, as the surviving company in the First Merger; (iii) NioCorp will purchase all First Merger Class A Shares in exchange for NioCorp Common Shares, referred to as the Exchange; (iv) NioCorp will assume the GX Warrant Agreement and each GX Warrant that was issued and outstanding immediately prior to the effective time of the Exchange will be converted into a NioCorp Assumed Warrant; (v) all of the First Merger Class A Shares will be contributed by NioCorp to Intermediate Holdco in exchange for additional shares of Intermediate Holdco, resulting in GX becoming a direct subsidiary of Intermediate Holdco; (vi) ECRC will merge with and into GX, with GX surviving the merger as a direct subsidiary of Intermediate Holdco, referred to as the Second Merger; and (vii) following the effective time of the Second Merger, each of NioCorp and GX, as the surviving company of the Second Merger, will effectuate the applicable reverse stock split. As a result of the Transactions, GX will become a subsidiary of NioCorp.

In order to complete the Transactions, NioCorp Shareholders must approve the Share Issuance Proposal and the Quorum Amendment Proposal and GX Stockholders must approve the Business Combination Proposal, the Charter Amendment Proposal and the Charter Proposal, and all other conditions to the Transactions must be satisfied or waived.

NioCorp will hold the NioCorp Shareholder Meeting and GX will hold the GX Stockholder Meeting to obtain these approvals and vote on other matters. You are receiving this joint proxy statement / prospectus in connection with the separate solicitations by (i) the NioCorp Board of proxies of NioCorp Shareholders in favor of the NioCorp Proposals and (ii) the GX Board of proxies of GX Stockholders in favor of the GX Proposals.

This joint proxy statement/prospectus constitutes a prospectus of NioCorp with respect to the NioCorp Common Shares and NioCorp Assumed Warrants issuable to GX Stockholders and GX warrant holders pursuant to the Business Combination Agreement. This joint proxy statement / prospectus also constitutes (i) a notice of meeting and management information and proxy circular of NioCorp with respect to the NioCorp Shareholder Meeting and (ii) a notice of meeting and a proxy statement of GX with respect to the GX Stockholder Meeting.

Your vote is very important. We encourage you to submit a proxy to have your NioCorp Common Shares or GX Common Stock voted as soon as possible.

Q: What will GX Securityholders receive if the Transactions are completed?

A: Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each GX Class A Share that is held by a GX Public Stockholder shall be converted into a First Merger Class A Share. In connection with the Exchange, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares. As a result, each GX Public Stockholder who does not elect to exercise their redemption rights in connection with the Transactions will ultimately be issued NioCorp Common Shares.

Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each Class B share in GX (other than certain shares that may be forfeited in accordance with the GX Support Agreement) will be converted into one First Merger Class B Share of GX, as the surviving company in the First Merger. Upon consummation of the Second Merger, each First Merger Class B Share shall be converted into 11.1829212 Second Merger Class B Shares of GX, as the surviving company in the Second Merger. Each Second Merger Class B Share will be exchangeable into NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement.

Pursuant to the Business Combination Agreement, in connection with the First Merger and the assumption by NioCorp of the GX Warrant Agreement, each GX Warrant that is issued and outstanding immediately prior to the Exchange Time shall be converted into one NioCorp Assumed Warrant pursuant to the GX Warrant Agreement. Each NioCorp Assumed Warrant shall be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Assumed Warrant shall be equal to the number of shares of GX Common Stock subject to the applicable GX Warrant multiplied by 11.1829212, with the applicable exercise price to be adjusted accordingly.
Following the effective time of the Second Merger, NioCorp will effectuate a reverse stock split of the issued NioCorp Common Shares and GX will effectuate a reverse stock split of the Second Merger Class A Shares and Second Merger Class B Shares at a to-be-determined ratio.

Q: Will NioCorp issue fractional shares in the Transactions?

A: No fractional NioCorp Common Shares will be issued pursuant to the Transactions. To the extent that the Transactions would result in any GX Stockholder being issued a fractional share, such fraction will be rounded down to the nearest whole share.

Q: Do any of the directors or officers of NioCorp or GX have interests in the Transactions that may differ from or be in addition to my interests as a shareholder?

A: Except as disclosed in this joint proxy statement/prospectus, none of NioCorp’s directors or executive officers, nor any person who has held such a position since the beginning of NioCorp’s last completed financial year, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in the Transactions.

The GX Board and GX’s executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. These interests include:

the beneficial ownership of the Sponsor and certain of GX’s directors and officers of an aggregate of 7,500,000 GX Founder Shares and 5,666,667 GX Founder Warrants, which shares and warrants would become worthless if GX does not complete a business combination within the applicable time period, as GX’s Sponsor, officers and directors have waived any redemption right with respect to these shares. The Sponsor paid an aggregate of $25,000 for its GX Founder Shares, and $8,500,000 for its GX Founder Warrants, and such shares and warrants have an aggregate market value of approximately $________ million and $_________ million, respectively, based on the closing price of GX Class A Shares of $__________ on Nasdaq on __________ , 2022, the record date for the GX Stockholder Meeting. Each of GX’s officers and directors is a member of the Sponsor. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of the Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the GX Common Stock and GX Warrants held of record by the Sponsor;
the expected appointment of Messrs. Maselli and Kehler as directors of the Combined Company;
the fact that GX’s Sponsor, officers and directors have agreed not to redeem any of their shares in connection with a stockholder vote to approve the Transactions;
the fact that the Sponsor paid an aggregate of approximately $8,500,000 for its 5,666,667 GX Founder Warrants and that such GX Founder Warrants will expire worthless if a business combination is not consummated by March 22, 2023;
that, at the Closing, GX will enter into the Registration Rights and Lock-Up Agreement, which provides for registration rights to the Sponsor and its permitted transferees;
the continued indemnification of current directors and officers of GX and the continuation of directors’ and officers’ liability insurance after the completion of the Transactions;
the fact that GX’s Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on GX’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and
the fact that GX’s Sponsor, officers and directors will lose their entire investment in GX if an initial business combination is not completed.

These interests may influence GX’s directors in making their recommendation that you vote in favor of the approval of the Transactions. GX’s directors were aware of and considered these interests, among other matters, in evaluating the Transactions, and in recommending to GX Stockholders that they approve the Transactions. GX Stockholders should take these interests into account in deciding whether to approve the Transactions.

Q: Is the obligation of each of NioCorp and GX to complete the Transactions subject to any conditions?

A: The consummation of the Transactions is subject to the satisfaction or waiver of certain customary closing conditions contained in the Business Combination Agreement, including, among other things, (i) obtaining required approvals of the Transactions and related matters by the respective shareholders of NioCorp and GX, (ii) the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, (iii) receipt of approval for listing on Nasdaq of the NioCorp Common Shares to be issued in connection with the Transactions, (iv) receipt of approval for listing on Nasdaq of the NioCorp Assumed Warrants, (v) receipt of approval from the TSX with respect to the issuance and listing of the NioCorp Common Shares issuable in connection with the Transactions, (vi) that NioCorp and its subsidiaries (including GX, as the surviving company of the Second Merger) will have at least $5,000,001 of net tangible assets upon the consummation of the Transactions, after giving effect to any redemptions by GX Public Stockholders and after payment of underwriters’ fees or commissions, (vii) that, at Closing, NioCorp and its subsidiaries (including GX, as the surviving company of the Second Merger) will have received cash in an amount equal to or greater than $15,000,000, subject to certain adjustments and (viii) the absence of any injunctions enjoining or prohibiting the consummation of the Business Combination Agreement.

Q: How will NioCorp Shareholders be affected by the Transactions?

A: NioCorp Shareholders will not be issued any additional NioCorp Common Shares in connection with the Transactions. As a result of the Transactions, NioCorp Shareholders will own shares in a larger company with more assets. However, because NioCorp will be issuing additional NioCorp Common Shares to GX Stockholders in exchange for their GX Class A Shares in connection with the Transactions, each NioCorp Common Share outstanding immediately prior to the Transactions will represent a smaller percentage of the aggregate number of NioCorp Common Shares issued and outstanding after the Transactions.

In addition, if the Transactions are consummated, NioCorp will assume the GX Warrant Agreement. Any exercise of NioCorp Assumed Warrants after the completion of the Transactions will also result in dilution to NioCorp Shareholders.
Further, the Yorkville Financings also may result in potential dilution to NioCorp Shareholders. See the section entitled “Yorkville Financings.”

Q: What happens if I sell or otherwise transfer my NioCorp Common Shares before the NioCorp Shareholder Meeting?

A: The record date for NioCorp Shareholders entitled to vote at the NioCorp Shareholder Meeting is _______________, which is earlier than the date of the NioCorp Shareholder Meeting. If you sell or otherwise transfer your shares after the record date but before the NioCorp Shareholder Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies NioCorp in writing of such special arrangements, you will retain your right to vote such shares at the NioCorp Shareholder Meeting but will otherwise transfer ownership of and the economic interest in your NioCorp Common Shares.

Q: Who will be the officers and directors of NioCorp if the Transactions are consummated?

A: Following the Closing, it is anticipated that current officers and directors of NioCorp will remain in such roles and that Messrs. Maselli and Kehler will be appointed to the NioCorp Board.

Q: If I sell my GX Class A Shares shortly before the completion of the Transactions, will I still be entitled to receive NioCorp Common Shares?

A: No. In order to receive the NioCorp Common Shares upon completion of the Transactions, you must hold your GX Class A Shares through the effective time of the Transactions.

Q: Do you expect the Transactions to be taxable to me?

A: The parties generally expect that a U.S. or Canadian holder of GX Class A Shares or GX Warrants will be subject to U.S. or Canadian federal income tax, respectively, with respect to any gain resulting from such holder’s exchange of GX Class A Shares or GX Warrants in the Transactions. For a more complete description of the tax consequences of the Transactions, please see the sections entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Considerations With Respect to the Redemption and the Transactions” and “Material Canadian Federal Income Tax Considerations—Material Canadian Federal Income Tax Considerations for Existing Holders of GX Securities.”

Q: Are there risks associated with the Transactions?

A: Yes, there are important risks involved. Before making any decision on whether and how to vote, you are urged to read carefully and in its entirety, the section entitled “Risk Factors” beginning on page [●] of this joint proxy statement/prospectus and in any documents incorporated by reference into this joint proxy statement/prospectus.

Q: Have the directors of NioCorp and GX considered the fairness of the Transactions?

A: Yes, the NioCorp Board and the GX Board have separately (a) determined that the Transactions are fair to the NioCorp Shareholders and that the Transactions and entry into the Business Combination Agreement and the Ancillary Agreements are in the best interests of NioCorp, and that the business combination and the Transactions are advisable, fair to, and in the best interests of GX and the GX Stockholders, as applicable, (b) approved the Business Combination Agreement and the Transactions and declared their advisability, and (c) recommended that the NioCorp Shareholders and GX Stockholders approve and adopt the NioCorp Proposals and the GX Proposals, as applicable, in order to effectuate the Transactions.

GenCap Mining Advisory Ltd. (“GenCap”) has provided a fairness opinion to the NioCorp Board stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, and qualifications stated in such opinion, the Transactions are fair, from a financial point of view, to NioCorp Shareholders.
Scalar, LLC (“Scalar”) has provided a fairness opinion to the GX Board stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be received by the holders of the GX Class A Shares is fair from a financial point of view to such shareholders.

Q: Will NioCorp obtain new financing in connection with the Transactions?

A: NioCorp announced the signing of non-binding letters of intent (“LOIs”) for two separate financing packages with Yorkville. Subject to entering into definitive agreements, these financings could provide NioCorp with access to up to an additional $80,360,000, before related expenses payable by the Company, to help advance the Elk Creek Project, which NioCorp can use whether or not there are redemptions by GX Public Stockholders. The financings contemplated by the LOIs include $16 million in convertible debentures that are expected to be funded at Closing, and subject to certain limitations, can be repaid by NioCorp in either cash or NioCorp Common Shares, and a standby equity purchase facility pursuant to which NioCorp will have the ability to require Yorkville, subject to the conditions set out in the definitive agreements, to purchase up to $65 million of NioCorp Common Shares. The execution of definitive documentation with Yorkville or the closing of any transactions contemplated thereby is not a condition to closing the Transactions.

NioCorp cannot complete the Yorkville Financings if the Yorkville Equity Facility Financing Proposal and the Yorkville Convertible Debt Financing Proposal are not approved at the NioCorp Shareholder Meeting.

Q: Do NioCorp Shareholders or GX Stockholders have appraisal or dissenter’s rights in connection with the Transactions?

A: There are no appraisal or dissenter’s rights available to NioCorp Shareholders or GX Stockholders in connection with the Transactions.

Q: When will the Transactions be completed?

A: NioCorp and GX are working to complete the Transactions as quickly as possible. Assuming that the Share Issuance Proposal, the Quorum Amendment Proposal, the Business Combination Proposal, the Charter Amendment Proposal and the Charter Proposal are approved by the NioCorp Shareholders and the GX Stockholders, as applicable, other important conditions to the closing of the Transactions exist. Assuming the satisfaction of all necessary closing conditions, the parties to the Business Combination Agreement expect to complete the Transactions during the first quarter of 2023. For a discussion of the conditions to the completion of the Transactions, see the section entitled “The Business Combination Agreement — Conditions to the Transactions” of this joint proxy statement/prospectus.

Q: What happens if the Transactions are not completed?

A: If the Transactions are not completed for any reason, GX Stockholders will not receive any consideration for their GX Class A Shares, GX will remain an independent public company with GX Class A Shares being traded on the Nasdaq Capital Market and NioCorp will remain an independent public company with NioCorp Common Shares being traded on the TSX.

If, as a result of the termination of the Business Combination Agreement or otherwise, GX is unable to complete a business combination by March 22, 2023 or obtain the approval of GX Stockholders to extend the deadline for GX to consummate an initial business combination, the GX Existing Charter provides that GX will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the outstanding GX Class A Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to GX to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding GX Class A Shares, which redemption will completely extinguish rights of the GX Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining GX Stockholders and the GX Board in accordance with applicable law, dissolve and liquidate, subject in each case to GX’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. See the sections of this joint proxy statement/prospectus entitled “Risk Factors — Risks Relating to GX and the Transactions — GX may not be able to complete an initial business combination within the prescribed time frame, in which case it would cease all operations except for the purpose of winding up and it would redeem the GX Class A Shares and liquidate, in which case the GX Public Stockholders may only receive $10.00 per share plus accrued interest in trust, or less than such amount in certain circumstances, and the GX Public Warrants will expire worthless” and “— GX stockholders may be held liable for claims by third parties against GX to the extent of distributions received by them upon redemption of their shares”. GX’s Sponsor, officers and directors have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to outstanding GX Warrants. Accordingly, the GX Warrants will expire worthless.

QUESTIONS AND ANSWERS ABOUT THE NIOCORP SHAREHOLDER MEETING

Q: Why am I receiving these materials?

A: The NioCorp Board is making these materials available to you in connection with the NioCorp Shareholder Meeting to be held ______________, 2022. As a NioCorp Shareholder, you are invited to attend the NioCorp Shareholder Meeting and are entitled and requested to vote on the business items described in this joint proxy statement / prospectus. This joint proxy statement/prospectus is furnished in connection with the solicitation of proxies by or on behalf of the management and the NioCorp Board. This joint proxy statement / prospectus is designed to assist you in voting your shares and includes information that NioCorp is required to provide under the rules of the SEC and applicable Canadian securities laws.

Q: Who is entitled to vote at the NioCorp Shareholder Meeting?

A: The record date for determining NioCorp Shareholders entitled to receive notice of and vote at the NioCorp Shareholder Meeting is _________, 2022. Persons who are registered NioCorp Shareholders at the close of business on ________, 2022 will be entitled to receive notice of and vote at the NioCorp Shareholder Meeting. By ballot, every NioCorp Shareholder and proxyholder will have one vote for each NioCorp Common Share.

Q: How can I vote?

A: The answer depends on whether you are a registered shareholder or a beneficial shareholder.

If you are a registered shareholder, you own your NioCorp Common Shares directly (that is, you hold shares that show your name as the registered shareholder). Your proxy is being solicited directly by the NioCorp Board and you may vote at the NioCorp Shareholder Meeting or by proxy whether or not you attend the NioCorp Shareholder Meeting.

In order for a proxy to be valid, it must be:

signed by the registered shareholder whose name appears thereon or by such registered shareholder’s attorney authorized in writing, or if the registered shareholder is a corporation, by a duly authorized representative on behalf of such corporation; and
returned in one of the following manners:
by hand delivery or by mail addressed to Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, and received by ______________, Mountain time, on ____________, 2022, or no later than 48 hours before the NioCorp Shareholder Meeting is reconvened following any adjournment or postponement;
by facsimile to Computershare Investor Services Inc. at 1-866-249-7775 (within North America) or
1-416-263-9524 (outside North America) and received by ___________, Mountain time, on , 2022, or no later than 48 hours before the NioCorp Shareholder Meeting is reconvened following any adjournment or postponement; or
by deposit with the chair of the NioCorp Shareholder Meeting prior to commencement of the NioCorp Shareholder Meeting.

An executed proxy that is returned undated will be deemed to be dated the date of the mailing of the form of proxy by NioCorp or its agent.

Alternatively, a registered shareholder may vote via the Internet or by telephone by following the instructions included in the NioCorp Meeting Materials, in each case no later than , Mountain time, on _________, 2022, or no later than 48 hours before the NioCorp Shareholder Meeting is reconvened following any adjournment or postponement. All instructions for how to vote are also listed in the accompanying form of proxy and notes thereto.

If you are a beneficial shareholder, you own your NioCorp Common Shares indirectly (that is, you hold your shares in “street name” in a brokerage account or by another nominee holder). NioCorp Common Shares held by brokers, agents, trustees or other intermediaries can only be voted by those brokers, agents, trustees or other intermediaries in accordance with instructions received from beneficial shareholders. As a result, beneficial shareholders should carefully review the voting instructions provided by their intermediary with this joint proxy statement/prospectus and ensure they communicate how they would like their NioCorp Common Shares voted in accordance with those instructions.

Intermediaries will frequently use service companies to forward proxy solicitation information to Beneficial Shareholders. Generally, a Beneficial Shareholder who has not waived the right to receive such information will either:

be given a form of proxy which (i) has already been signed by the intermediary (typically by a facsimile, stamped signature), (ii) is restricted as to the number of shares beneficially owned by the beneficial shareholder, and (iii) must be completed, but not signed, by the beneficial shareholder and deposited with Computershare Investor Services Inc.; or
more typically, be given a voting instruction form, which (i) is not signed by the intermediary, and (ii) when properly completed and signed by the beneficial shareholder and returned to the intermediary or its service company, will constitute voting instructions which the intermediary must follow.

Voting instruction forms should be completed and returned in accordance with the specific instructions noted on the voting instruction form.

Q: How will proxies be exercised?

A: The persons named in the accompanying form of proxy will vote the NioCorp Common Shares represented by the proxy in accordance with your instructions, provided your instructions are clear. The form of proxy gives the persons named as proxy holders discretionary authority regarding amendments or variations to matters identified therein and any other matter that may properly come before the NioCorp Shareholder Meeting.

If no instruction as to how to vote is given in an executed, duly returned and not revoked proxy appointing one of the management nominees named in a form of proxy, the proxy will be voted “FOR” each of the NioCorp Proposals.

Q: Can I change my vote or revoke my proxy?

A: Yes, you may revoke your proxy at any time before it is exercised. If you are a registered shareholder who has returned a valid proxy or voting instructions, you may revoke your proxy at any time by signing a proxy bearing a later date, signing a written notice of revocation in the same manner as the form of proxy is required to be signed as set out in the notes to the proxy, or in any other manner permitted by law.

The later proxy or the notice of revocation must be delivered to the office of NioCorp’s registrar and transfer agent or to NioCorp’s principle executive offices at any time up to and including the last business day before the scheduled time of the NioCorp Shareholder Meeting or the reconvening of the NioCorp Shareholder Meeting following any adjournment, or to the chair of the NioCorp Shareholder Meeting on the day of the NioCorp Shareholder Meeting or the reconvening of the NioCorp Shareholder Meeting following any adjournment.

You may also revoke your proxy or voting instructions by voting via Internet or telephone at a later date than the date of the proxy, or by attending the NioCorp Shareholder Meeting and voting in person.

If you are a non-registered shareholder who wishes to revoke a voting instruction form or to revoke a waiver of your right to receive NioCorp Meeting Materials and to give voting instructions, you must give written instructions to your broker, agent, trustee or other intermediary through which you hold your NioCorp Common Shares in accordance with the applicable procedures and deadlines of your broker, agent, trustee or other intermediary.

Q: How many shares must be present or represented to conduct business at the NioCorp Shareholder Meeting?

A: Under the NioCorp Articles, a quorum for the transaction of business at the NioCorp Shareholder Meeting is one or more persons present and being, or representing by proxy, two or more shareholders entitled to attend and vote at the NioCorp Shareholder Meeting.

Broker non-votes will not be counted as present for purposes of determining the presence of a quorum for purposes at the NioCorp Shareholder Meeting and will not be voted. If a quorum is not present, the NioCorp Shareholder Meeting will be adjourned until a quorum is obtained.

Q: What am I being asked to vote on and what vote is required to approve each proposal?

A: NioCorp Proposal No. 1: To approve the issuance of NioCorp Common Shares to GX Stockholders in connection with the Transactions (the “Share Issuance Proposal”). Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Share Issuance Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Share Issuance Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Share Issuance Proposal.

NioCorp Proposal No. 2: To approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Equity Facility Financing (the “Yorkville Equity Facility Financing Proposal”).
Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Yorkville Equity Facility Financing Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Yorkville Equity Facility Financing Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Yorkville Equity Facility Financing Proposal.

NioCorp Proposal No. 3: To approve the issuance of NioCorp Common Shares to Yorkville pursuant to the Yorkville Convertible Debt Financing Proposal (the “Yorkville Convertible Debt Financing Proposal”).

Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Yorkville Convertible Debt Financing Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Yorkville Convertible Debt Financing Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Yorkville Convertible Debt Financing Proposal.

NioCorp Proposal No. 4: To approve, with or without amendment, an amendment to the NioCorp Articles in connection with the Transactions (the “Quorum Amendment Proposal”), the form of which amendment is attached as Annex B to this joint proxy statement/prospectus.
Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Quorum Amendment Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Quorum Amendment Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Quorum Amendment Proposal.

NioCorp Proposal No. 5: To approve, a proposal to adjourn the NioCorp Shareholder Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the NioCorp Shareholder Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”).
Assuming a quorum is present at the NioCorp Shareholder Meeting, approval of the Adjournment Proposal requires the affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the NioCorp Shareholder Meeting. Failures to vote will not be counted “FOR” or “AGAINST” the Adjournment Proposal and will have no effect on the outcome of the proposal. If a NioCorp Shareholder does not specify a choice in the accompanying form of proxy and the NioCorp Shareholder has appointed one of the management nominees named in the form of proxy, the management nominee will vote NioCorp Common Shares represented by the proxy “FOR” the Adjournment Proposal.

Q: What do NioCorp Shareholders need to do now?

A: NioCorp urges you to read this joint proxy statement/prospectus carefully, including the attached annexes, as well as the documents that have been incorporated by reference into this joint proxy statement/prospectus. We encourage you to submit a proxy to have your NioCorp Common Shares voted as soon as possible.

Q: As a NioCorp Shareholder, how does the NioCorp Board recommend that I vote?

A: After careful consideration, including a review of the opinion of GenCap Mining Advisory Ltd., information concerning GX, the Business Combination Agreement, proposed Transactions and alternatives, and consultation with management and NioCorp’s financial advisors and legal counsel, and consideration of such other matters as the NioCorp Board considered relevant, the NioCorp Board has unanimously resolved (i) that the Transactions are fair to the NioCorp Shareholders and (ii) that the Transactions and entering into of the Business Combination Agreement and the other ancillaries contemplated thereby are in the best interests of NioCorp . The NioCorp Board unanimously recommends that NioCorp Shareholders vote:

NioCorp Proposal No. 1: “FOR” the Share Issuance Proposal;
NioCorp Proposal No. 2: “FOR” the Yorkville Equity Facility Financing Proposal;
NioCorp Proposal No. 3: “FOR” the Yorkville Convertible Debt Financing Proposal;
NioCorp Proposal No. 4: “FOR” the Quorum Amendment Proposal; and
NioCorp Proposal No. 5: “FOR” the Adjournment Proposal.

Q: Did the NioCorp Board receive a fairness opinion in connection with the Transactions?

A: Yes. On September 25, 2022, GenCap Mining Advisory Ltd. rendered its oral opinion to the NioCorp Board (which was subsequently confirmed in writing by delivery of a written opinion dated September 25, 2022) to the effect that, subject to the assumptions, qualifications, limitations and other matters considered by GenCap in connection with the preparation of its opinion, as of such date, the Transactions are fair, from a financial point of view, to the NioCorp Shareholders. See “The Transactions — GX’s Reasons for the Transactions and Recommendation of the GX Board — Opinion of NioCorp’s Financial Advisor” and Annex E in this joint proxy statement/prospectus.

The full text of the written opinion of GenCap Mining Advisory Ltd., dated September 25, 2022, is attached as Annex E to this joint proxy statement / prospectus. The summary of the opinion provided in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of GenCap Mining Advisory Ltd.’s written opinion. GenCap Mining Advisory Ltd.’s advisory services and opinion were provided for the information and assistance of the NioCorp Board in connection with its consideration of the Transactions and the opinion does not constitute a recommendation as to how any NioCorp Shareholder should vote with respect to any of the NioCorp Proposals or any other matter.

Q: How can I find out the results of the NioCorp Shareholder Meeting?

A: Preliminary voting results will be announced at the NioCorp Shareholder Meeting. Final voting results will be filed with the securities commissions or equivalent securities regulatory authority in each of the Provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick, and on SEDAR at www.sedar.com, and will also be published in a Current Report on Form 8-K filed with the SEC on EDGAR at www.sec.gov within four business days of the NioCorp Shareholder Meeting.

NioCorp’s Reasons for the Transactions and Recommendation of the NioCorp Board

After careful consideration, the NioCorp Board recommends that the NioCorp Shareholders vote in favor of all matters related to the Transactions. The factors considered by the GX Board include, but were not limited to, the following:

Valuation. The approximately $0.89 per NioCorp Common Share equity rollover value represents a premium of approximately 14% to the NioCorp Common Share spot price and of approximately 12.6% to the NioCorp Common Share 20-day volume-weighted average price, as of September 23, 2022;
Anticipated Acceleration of Financing Efforts. The Transactions have the potential to (1) provide NioCorp with up to $285 million in net cash proceeds at the consummation of the Transactions, depending upon the amount of redemptions by GX Public Stockholders, and up to an additional $81 million over the next three years, depending on the consummation of other additional financing arrangements that NioCorp and GX intend to pursue prior to and following the expected Closing of the Transactions and (2) significantly accelerate NioCorp’s efforts to obtain the required Elk Creek Project financing by increasing exposure to institutional investors looking to make strategic investments in critical minerals plays that are crucial to the world’s clean energy transition;
Non-Binding Yorkville Term Sheets. The signing of non-binding LOIs for two separate financing packages with Yorkville, where, subject to entering into definitive agreements, such financings could provide NioCorp with access to up to an additional $81 million to help advance the Elk Creek Project. The financings contemplated by the LOIs include $16 million in convertible debentures that are expected to be funded at the closing of the Transactions, and subject to certain limitations can be repaid by NioCorp in either cash or NioCorp Common Shares, and a standby equity purchase facility pursuant to which NioCorp will have the ability to require Yorkville, subject to the conditions set out in the definitive agreements, to purchase up to $65 million of NioCorp Common Shares;
Anticipated Benefits of Nasdaq Listing. A listing on Nasdaq, which is an established national exchange in the United States, would provide broader access to capital and financing alternatives and would otherwise enhance NioCorp’s public profile;
Minimum Cash Condition. The consummation of the Transactions is subject to the satisfaction or waiver of certain closing conditions contained in the Business Combination Agreement, including, among other things, that, at the Closing, NioCorp and its subsidiaries (including GX, as the surviving company of the Second Merger) will have received cash in an amount equal to or greater than $15,000,000, subject to certain adjustments;
Alignment of Interests with Sponsor. (1) The Sponsor and certain of GX’s directors and officers have waived any redemption rights in connection with the Transactions with respect to any GX Founder Shares and any GX Class A Shares and (2) 3,150,000 GX Founder Shares are subject to post-Closing vesting conditions, to vest in two equal tranches only if the VWAP of NioCorp Common Shares has equaled or exceeded $13.42 divided by the Exchange Ratio, and $16.77 divided by the Exchange Ratio, respectively (as adjusted for stock splits (including the Reverse Stock Split), recapitalizations and similar events) for 20 trading days within any 30 trading-day period;
Fairness Opinion. GenCap’s opinion rendered to the NioCorp Board on September 25, 2022, which was subsequently confirmed by delivery of a written opinion dated as of September 25, 2022, that, as of the date of its opinion and based upon and subject to the factors, assumptions, considerations, limitations and other matters set forth in GenCap’s written opinion, that the Transactions (including the Exchange Ratio) are fair, from a financial point of view, to the NioCorp shareholders, as more fully described under “The Transactions — Opinion of NioCorp’s Financial Advisor” and in the full text of the written opinion of GenCap, which is attached as Annex E to this joint proxy statement/prospectus;
Employment Agreements. The continuity of NioCorp management upon the consummation of the Transactions due to the execution of the Key Employee Agreements;
Terms of the Business Combination Agreement. The NioCorp Board’s and its advisors’ review of the financial and other terms of the Business Combination Agreement, including the parties’ representations, warranties and covenants, the conditions to their respective obligations to complete the Transactions, the termination provisions, the likelihood of the completion of the Transactions and the likely time period necessary to complete the Transactions.

GenCap Mining Advisory Ltd.
1020 – 625 Howe Street
Vancouver, BC V6C 2T6

September 25, 2022

Board of Directors
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
United States

To the Board of Directors of NioCorp Developments Ltd.:

GenCap Mining Advisory Ltd. (“GenCap” or “we” or “us”) understands that NioCorp Developments Ltd. (“NioCorp” or the “Company”) and GX Acquisition Corp. II (“GXII”) propose to enter into a definitive agreement to be dated September 25, 2022 (the “Business Combination Agreement”) for a business combination between the two companies (the “Transaction”). Pursuant to the terms of the Transaction, GXII will merge with and into a wholly owned subsidiary of NioCorp pursuant to a merger under Delaware law, with GXII surviving the merger as a subsidiary of NioCorp. GXII (as the surviving company in the merger) will then undergo a second merger with Elk Creek Resources Corporation (“ECRC”), an indirect wholly owned subsidiary of NioCorp, with GXII surviving the merger as an indirect subsidiary of NioCorp. In connection with and as part of the Transaction, (i) NioCorp, as the parent company of the merged entity(ies), will issue common shares to the pre-combination public shareholders of GXII based on a fixed exchange ratio of 11.1829212 NioCorp common shares for each GXII Class A common share held and not redeemed, and (ii) the GXII sponsor will initially receive shares in GXII (as successor by merger to ECRC) based on the exchange ratio and, after the consummation of the Transaction, such shares exchangeable into common shares of NioCorp under certain conditions. NioCorp will also assume the obligations under the GXII warrants, which will be converted into warrants exercisable into common shares of NioCorp following closing of the Transaction.

The terms and conditions of the Transaction will be summarized in the Company’s management information circular (the “Circular”) to be mailed to NioCorp shareholders (the “Shareholders”) in connection with a special meeting of the Shareholders to be held to consider and, if deemed advisable, approve the NioCorp share issuances and certain other ancillary matters related to the Transaction.

1. Engagement

By letter agreement dated August 24, 2022 (the “Engagement Agreement”), the Company retained GenCap to act as financial advisor in connection with the Transaction and any alternative transaction. Pursuant to the Engagement Agreement, the Company has requested that we prepare and deliver a written opinion (the “Opinion”) as to the fairness, from a financial point of view, of the Transaction (including the Exchange Ratio) to the Shareholders.

GenCap will receive a fee for rendering the Opinion, no portion of which is conditional upon the conclusion of the Opinion or the completion of the Transaction. The Company has also agreed to reimburse us for our reasonable out-of-pocket expenses and to indemnify us against certain liabilities which might arise out of our engagement.

2. Credentials

GenCap is an independent advisory firm with significant expertise in mergers and acquisitions and capital markets advisory within the global metals and mining industry. The Opinion expressed herein is the opinion of GenCap and the form and content herein have been approved for release by each of its senior executives, each of whom are experienced in merger, acquisition, divestiture, valuation, fairness opinion and capital market matters.

3. Independence

Neither GenCap, nor any of our affiliates, is an insider, associate, or affiliate (as those terms are defined in the Securities Act (Ontario) or the rules made thereunder) of the Company, GXII, or any of their respective associates or affiliates (collectively, the “Interested Parties”).

GenCap has not been engaged to provide any financial advisory services nor has it participated in any financings involving the Interested Parties within the past two years, other than acting as financial advisor to the Company and the Board of Directors pursuant to the Engagement Agreement.
Other than as described above, there are no understandings, agreements, or commitments between GenCap and any of the Interested Parties with respect to any current or future business dealings which would be material to the Opinion. GenCap may, in the ordinary course of business, provide financial advisory, investment banking, or other financial services to one or more of the Interested Parties from time to time.

4. Scope of Review

In connection with rendering the Opinion, we have reviewed and relied upon, among other things, the following:

i) the final version and various drafts of the Business Combination Agreement;

ii) executed versions of the Non-Binding Letter of Intent between NioCorp and GXII, dated July 31st and August 25th;

iii) financing term sheets between NioCorp and Yorkville Advisors Global;

iv) publicly available financial statements, MD&A, Annual Reports and other business and financial information for NioCorp and GXII;

v) selected internal business and financial information provided by NioCorp management including the following documents:

i. a presentation prepared by GXII management titled “NioCorp Developments Ltd. SPAC transaction”, dated July 22nd, 2022;

ii. a presentation prepared by NioCorp management titled “NioCorp: Critical minerals for US supply chain security” dated June 2022;

iii. Elk Creek feasibility study financial model of the June 2022 Technical Report (see below);

iv. NioCorp’s Form 10-K for the fiscal year ended June 30th, 2022;

v. an excel file titled “Capital Rec”, setting out NioCorp’s share capitalization;

vi) Technical report titled “NI 43-101 Technical Report Feasibility Study, Elk Creek Project, Nebraska” with an effective date of June 28th, 2022;

vii) the U.S. Department of the Interior 2017 U.S. geological survey titled “Critical Mineral Resources of the United States – Economic and Environmental Geology and Prospects for Future Supply”;

viii) discussions with representatives of NioCorp regarding business, project, financial position and certain other financial and project data of NioCorp;

ix) certain publicly available information relating to the business, operations, financial condition and trading history of NioCorp, GXII, and other selected public companies we consider relevant;

x) various reports published by equity research analysts and industry sources considered relevant;

xi) public information and equity research reports with respect to selected precedent transactions considered relevant;

xii) historical commodity prices for Niobium, Scandium Trioxide, Titanium Dioxide and the impact of various commodity pricing assumptions on the business, prospects and financial forecasts of NioCorp;

xiii) a certificate addressed to us, dated as of the date hereof, from two senior officers of the Company as to the completeness and accuracy of the Information (as defined below); and

xiv) such other information, analyses, investigations, and discussions as we considered necessary or appropriate in the circumstances.

GenCap has also participated in discussions regarding the Transaction and related matters with Jones Day (legal counsel to the Company in the U.S.) and Blake, Cassels & Graydon LLP (legal counsel to the Company in Canada).

In our assessment, we reviewed several methodologies, analyses and techniques, ultimately using a combination of those blended approaches to determine our opinion on the Transaction, taking into consideration a number of quantitative and qualitative factors as deemed appropriate based on our experience in rendering such opinions.

GenCap has not, to the best of our knowledge, been denied access by the Company to any information under the Company’s control as requested by GenCap.

5. Assumptions and Limitations

Our Opinion is subject to the assumptions, qualifications and limitations set forth below.
We have relied upon and have assumed the completeness, accuracy and fair presentation of all financial and other information, data, advice, opinions and representations obtained by us from public sources, or provided to us by the Company or any of its affiliates or advisors or otherwise obtained by us pursuant to our Engagement Agreement, and our Opinion is conditional upon such completeness, accuracy and fair presentation. We have not been requested to or attempted to verify independently the accuracy, completeness, or fairness of the presentation of any such information, data, advice, opinions, and representations. We have not met separately with the independent auditors of the Company in connection with preparing this Opinion and with your permission, we have assumed the accuracy and fair presentation of, and relied upon, the audited financial statements of the Company and the reports of the auditors thereon and the unaudited interim financial statements of the Company.

The Company has represented to us, in a certificate of two senior officers of the Company dated the date hereof, among other things, that (i) the financial and other information, data, advice, opinions, representations and other materials provided to us orally by, or in the presence of, an officer or employee of the Company, or in writing by the Company or any of its subsidiaries or any of their representatives in connection with our Engagement Agreement, including the written information and discussions concerning the Company referred to above under the heading “Scope of Review” (collectively, the “Information”) was, at the date the Information was provided to us, and is as of the date hereof, complete, true and correct in all material respects, and did not and does not contain misrepresentation, (ii) since the dates on which the Information was provided to us, except as otherwise disclosed to us, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its affiliates and no change has occurred in the Information or any part thereof, in each case, which would have or which would reasonably be expected to have a material effect on the Opinion, and (iii) with respect to any portions of the Information that constitute forecasts, projections, estimates (including, without limitation, estimates of future resource or reserve additions) or budgets, such forecasts, projections, estimates or budgets were reasonably prepared on bases reflecting the best then available assumptions, estimates and judgements of management of the Company having regard to the Company’s business, plans, financial conditions and prospects and are not, in the reasonable belief of management of the Company, misleading in any material respect.

In preparing the Opinion, we have assumed that the executed Business Combination Agreement, all representations and warranties contained within and all related voting and support agreements will not differ in any material respect from the drafts of which we reviewed, and that the Business Combination Agreement will be consummated in accordance with its terms without waiver of, or amendment to, any term of condition that is in any way material to our analyses.

Our Opinion is rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date hereof and the conditions and prospects, financial and otherwise, of the Company as they are reflected in the Information and as they were represented to us in our discussions with management of the Company and its affiliates and advisors. In our analyses in connection with the preparation of our Opinion, we made numerous assumptions with respect to industry performance, general business environment, capital markets and economic conditions and other matters, many of which are beyond the control of any party involved in the Transaction. We are not legal, tax, or accounting experts and we express no opinion concerning any legal, tax, or accounting matters concerning the Transaction or the sufficiency of this letter for your purposes.

We have not been asked to prepare, and have not prepared, an independent evaluation, formal valuation or appraisal of the securities or assets of the Company or GXII, nor were we provided with any such evaluations, valuations, or appraisals. We did not conduct any physical inspection of the properties or facilities of the Company or GXII. Furthermore, our Opinion does not address the solvency or fair value of the Company or GXII under any applicable laws relating to bankruptcy or insolvency. Our Opinion should not be construed as advice as to the price at which the securities of the Company may trade at any time and does not address any legal, tax, or regulatory aspects of the Transaction.

With respect to the historical financial data, operating and financial forecasts and budgets provided to us concerning the Company and relied upon in our financial analyses, we have assumed that they have been reasonably prepared on the basis of reflecting the most reasonable and currently available assumptions, estimates and judgements of management of the Company, as applicable, having regard to the Company’s, as applicable, business, plans, financial condition, and prospects.

The Opinion is being provided to the Board of Directors for its exclusive use only in considering the Transaction and may not be published, disclosed to any other person, relied upon by any other person, or used for any other purposes, without the prior written consent of GenCap. Except for the inclusion of the Opinion in its entirety and a summary thereof (in a form acceptable to us) in the Circular, the Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without the prior written consent of GenCap. Our Opinion is not intended to be and does not constitute a recommendation to the Board of Directors or to any Shareholders with respect to the Transaction.

GenCap believes that its financial analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of an opinion is complex and is not necessarily susceptible to partial analysis or summary description and any attempt to carry out such partial analysis or summary description could lead to undue emphasis on any particular factor or analysis.

The Opinion is given as of the date hereof and, although we reserve the right to change or withdraw the Opinion if we learn that any of the Information that we relied upon in preparing the Opinion was inaccurate, incomplete or misleading in any material respect, we disclaim any obligation to change or withdraw the Opinion, to advise any person of any change that may come to our attention or to update the Opinion after the date of this Opinion.

6. Opinion

Based upon and subject to the foregoing and such other matters as we considered relevant, it is our opinion, as of the date hereof, that the Transaction (including the Exchange Ratio) is fair, from a financial point of view, to the Shareholders.

Yours sincerely,

/s/ GENCAP MINING ADVISORY LTD.
GENCAP MINING ADVISORY LTD.

September 25, 2022

The Board of Directors
GX Acquisition Corp. II
1325 Avenue of the Americas, 28th Floor
New York, NY 10019

To the Board of Directors:

As per our engagement letter dated September 14, 2022 (the “Engagement Letter”), GX Acquisition Corp. II (“GX”) retained Scalar, LLC (“Scalar,” “we”, “our”, or “us”) as a financial advisor to provide an opinion (“Opinion”) as to the fairness, from a financial point of view, to holders of GX’s Class A Common Stock, par value $0.0001 per share (the “Class A Stockholders”), of the consideration to be received by GX’s Class A Stockholders in the proposed business combination with NioCorp Developments Ltd. (the “Company”) pursuant to the draft Business Combination Agreement to be entered into by and among the Company, GX and Big Red Merger Sub Ltd (“Merger Sub”), a Delaware corporation and a direct wholly owned subsidiary of the Company (the “Transaction”).

Overview of the Transaction:

The draft Business Combination Agreement dated as of September 21, 2022 (the “Agreement”), between GX, the Company, and Merger Sub sets forth the terms of the Transaction. Capitalized terms used but not defined in this letter have the meanings ascribed thereto in the Agreement. The Agreement provides, among other things, that Class A Shares held by the Class A Stockholders who duly elect to redeem their Class A Shares pursuant to the Redemption Right will have their Class A Shares redeemed and cancelled and such Class A Stockholders will cease to have any rights as shareholders of GX other than the right to be paid the redemption amount of their Class A Shares; that immediately following the First Merger Effective Time, pursuant to the Exchange, the Company will purchase each First Merger Class A Share not held by the Company in exchange for a Company Common Share; that at the Exchange Time, the Company will assume the GX Warrant Agreement and each GX Warrant that is issued and outstanding immediately prior to the Exchange Time will be converted into a warrant to acquire a number of Company Common Shares as determined by the consideration; that GX’s Class B common stock will remain unchanged, but both vested and unvested Class B common stock will have the right to convert to NioCorp common stock at some time in the future, and that Class A Stockholders will receive the consideration in Company Common Share for each Class A Share currently owned.

Scalar’s Procedures and Processes:

In arriving at our Opinion, among other things, we have:

(i) reviewed a draft, dated September 21, 2022 of the Business Combination Agreement;

(ii) reviewed a draft, dated September 22, 2022 of the Exchange Agreement and a draft, dated September 23, 2022, of the Sponsor Support Agreement;

(iii) reviewed certain publicly available business and financial information relating to GX and the Company;

(iv) reviewed certain historical financial information and other data relating to the Company that were provided to us by the management of GX, approved for our use by the Company and GX, and not publicly available;

(v) reviewed certain financial forecasts, estimates, and other data relating to the business and financial prospects of the Company that were publicly available, approved for our use by the Company, and publicly available, including the Corporate Presentation and NI 43-101 Technical Report Feasibility Study dated June 28, 2022 regarding the Elk Creek Project located in Nebraska prepared for NioCorp Developments Ltd;

(vi) reviewed certain financial estimates and other data relating to the business and financial prospects of the Company that were not publicly available, specifically relating to the NI 43-101 Technical Report Feasibility Study dated June 28, 2022 regarding the Elk Creek Project located in Nebraska prepared for NioCorp Developments Ltd, and approved for our use by the Company and GX;

(vii) conducted discussions with members of the senior management of the Company and GX concerning the business, operations, historical financial results, and financial prospects of the Company, and the Transaction;

(viii) reviewed current and historical market prices of the Company Common Stock and GX Class A Common Stock;

(ix) reviewed certain financial and stock market data of the Company and compared that data with similar publicly available data for certain other companies;

(x) reviewed certain pro forma effects relating to the Transaction, including estimated transaction costs and the effects of anticipated financings, prepared by management of the Company and approved for our use by the Company; and

(xi) conducted such other financial studies, analyses and investigations, and considered such other information, as we deemed necessary or appropriate.

Limiting Conditions and Assumptions:

In performing our analysis and rendering this Opinion, with your consent, we have relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of information that was publicly available or was furnished, or otherwise made available to us or discussed with or reviewed by us. We have further relied upon the assurances of the management of the Company that the financial information provided has been prepared on a reasonable basis in accordance with industry practice, and that they are not aware of any information or facts that would make any information provided to us inaccurate, incomplete or misleading.

Without limiting the generality of the foregoing, for the purpose of this Opinion, we have assumed with respect to financial forecasts, estimates, effects of the Transaction, and other forward-looking information reviewed by us, that such information has been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of the management of the Company and GX as to the expected future results of operations and financial condition of the Company. We assume no responsibility for and express no opinion as to any such financial forecasts, estimates, or forward-looking information or the assumptions on which they were based. We have also assumed that the Transaction will have the tax consequences described in discussions with, and materials furnished to us by, representatives of the Company and GX.

We are not legal, accounting, regulatory, or tax experts and this Opinion does not address any legal, regulatory, taxation, or accounting matters, as to which we understand that you have obtained such advice as you deemed necessary from qualified professionals , and we have relied solely, and without independent verification, on the assessments of the GX and its other advisors with respect to such matters. We have assumed, with your consent, that the Transaction will not result in any materially adverse legal, regulatory, accounting or tax consequences for the Company or Class A Stockholders and that any reviews of legal, accounting, regulatory or tax issues conducted as a result of the Transaction will be resolved favorably to the Company and Class A Stockholders. We do not express any opinion as to any tax or other consequences that might result from the Transaction.

In arriving at our Opinion, with your consent and without independent verification, we have relied upon and assumed that except as would not be in any way meaningful to our analysis: (i) the final executed form of the Agreement will not differ from the draft that we have reviewed, (ii) the representations and warranties of all parties to the Agreement, and any related Transaction documents, are correct and that such parties will comply with and perform all covenants and agreements required to be complied with or performed by such parties under the Agreement and any related Transaction documents, (iii) the Transaction will be consummated in accordance with the terms of the Agreement and related Transaction documents, without any waiver or amendment of any term or condition thereof, (iv) the Transaction will be consummated in a manner that complies with applicable law and regulations, and (v) there has been no material change in the assets, liabilities, financial condition, business or prospects of any party to the Agreement since the date of the most recent financial statements and other information made available to us and that no legal, political, economic, regulatory or other development has occurred that will adversely impact the Company or GX. Additionally, we have assumed that all governmental, regulatory, or other third-party approvals and consents necessary for the consummation of the Transaction or otherwise contemplated by the Agreement will be obtained without any adverse effect on the Company or GX, or on the expected benefits of the Transaction, in any way meaningful to our analysis.

In arriving at our Opinion, we have not performed any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of the Company or GX, and have not been furnished or provided with any such appraisals or valuations, nor have we evaluated the solvency of the Company or GX under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by us in connection with this Opinion were going concern analyses, assuming the Transaction was consummated. Without limiting the generality of the foregoing, we have undertaken no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company or the GX is a party or may be subject, and at your direction and with your consent, our Opinion makes no assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes or damages arising out of any such matters.

This Opinion is necessarily based upon economic, monetary, market, and other conditions as in effect on, the information available to us as of, and the facts and circumstances as they exist on, the date hereof and our Opinion speaks only as of the date hereof; events occurring after the date hereof could materially affect the assumptions used in preparing this Opinion. We have not undertaken to update, reaffirm, or revise this Opinion or otherwise comment upon any events occurring after the date hereof, material information provided to us after the date hereof, or any change in facts or circumstances that occur after the date hereof, and do not have any obligation to update, revise, or reaffirm this Opinion.

We have been engaged by GX to provide a fairness opinion and we will receive a fee from GX for providing our services and rendering this Opinion. No portion of these fees is refundable or contingent upon the consummation of the Transaction or the conclusion reached in this Opinion. GX has also agreed to indemnify us against certain liabilities and reimburse us for certain expenses in connection with our services. We and our affiliates may also seek to provide such services to the Company, GX, and their respective affiliates in the future and expect to receive fees for the rendering of these services. In the ordinary course of business, certain of our employees and affiliates, or entities in which they have invested, may hold or trade, for their own accounts and the accounts of their investors, securities of the Company and GX, and, accordingly, may at any time hold a long or short position in such securities.

The issuance of this opinion was approved by an authorized committee of Scalar.

This opinion is provided solely for the benefit of the Board (in its capacity as such) in connection with, and for the sole purpose of, its evaluation of the Transaction, and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Transaction or any other matter.

Neither this Opinion nor its substance may be disclosed by you (in whole or in part) to anyone other than your advisors without our written permission. Notwithstanding the foregoing, this Opinion and a summary discussion of our underlying analyses and role as financial advisor to GX may be included in communications to stockholders of GX or the Company (including in any proxy statement, registration statement or other similar document required to be filed or made available to stockholders of GX or the Company), provided that this Opinion letter is reproduced in its entirety, and we approve of the content of such disclosures prior to any filing, distribution or publication of such shareholder communications and prior to distribution of any amendments thereto, such approval not to be unreasonably withheld, conditioned or delayed.

Our opinion does not address GX’s underlying business decision to engage in the Transaction, the relative merits of the Transaction as compared to other business strategies or transactions that might be available to GX, or whether the consideration to be received by the Class A Stockholders represents the best price obtainable. In connection with our engagement, we were not requested to, and did not, solicit interest from other parties with respect to an acquisition of, or other business combination with, GX or any other alternative transaction. This opinion addresses only the fairness from a financial point of view, as of the date hereof, to the Class A Stockholders of the consideration to be received by such holders pursuant to the Agreement. We have not been asked to, nor do we, offer any opinion as to the terms, other than the consideration to the extent expressly specified herein, of the Agreement or any related documents or the form of the Transaction or any related transaction (including any agreement or transaction between any Excluded Party and the Company or GX) including the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of GX, the Company, or any of their respective affiliates. We have not been asked to, nor do we, offer any opinion with respect to any ongoing obligations of the Company, GX, or any of their respective affiliates (including any obligations with respect to governance, appraisal rights, preemptive rights, registration rights, voting rights, or otherwise) contained in any agreement related to the Transaction or under applicable law, any allocation of the Consideration (or any portion thereof), or the fair market value of the Company, GX, the Company Common Shares, or GX Common Stock. In addition, we express no opinion as to the fairness of the amount or nature of any compensation to be received by any officers, directors, or employees of any parties to the Transaction, or any class of such persons, whether relative to the consideration or otherwise. We express no opinion as to what the value of the Company Common Shares will be when issued pursuant to the Transaction or the prices at which the Company Common Shares will trade at any time. This letter should not be constructed as creating any fiduciary duty of Scalar (or any of its affiliates) to any other party. To the extent any of the foregoing assumptions or any of the facts on which this Opinion is based prove to be untrue in any material respect, this Opinion cannot and should not be relied upon. This Opinion addresses fairness to the Class A Stockholders solely in their capacity as such and doesn’t take into account any other interests they may have.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the consideration to be received by the Class A Stockholders pursuant to the Agreement is fair, from a financial point of view, to such stockholders.

Sincerely,

/s/ Scalar, LLC
Scalar, LLC

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