NioCorp to combine with GXII Acquistion Corp to access additional capital for the Elk Creek project

September 26, 2022

Rare earth miner NioCorp Developments Ltd reported that it has signed a definitive agreement to merge with GX Acquisition Corp II where it expects to gain access to up to $285 million for the development of its Elk Creek rare earths project in southeastern Nebraska.

GX Acquisition Corp II 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 Elk Creek project is targeting the production of niobium, scandium and titanium, metals that are in high demand due to their wide-ranging uses in products such as mobile phones and electric vehicles.

NioCorp’s merger with GX Acquisition values the combined company at around $313 million.

Blank-check firms raise money by listing on a stock exchange. The money is then used to merge with a private company or give a smaller company access to better exchanges.

Additionally, NioCorp announced the signing of non-binding letters of intent for two separate financing packages with Yorkville Advisors Global, LP. Subject to entering into definitive agreements, these 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 business combination, 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 its common shares.

“This business combination with GXII, and the two additional financing packages, have the potential to significantly accelerate our efforts to obtain the required project financing and to ultimately bring the Elk Creek Project to construction and eventual commercial operation,” NioCorp CEO and Executive Chairman Mark A. Smith said in a statement. “Our goal is to rapidly build secure and reliable U.S. supply chains of the critical minerals that multiple industries need to help us build a more sustainable and less carbon-intensive future and for other critical domestic uses. Once completed, these transactions have the potential to put NioCorp on the fast track to obtain the required project financing to deliver on that promise, and to do so in an environmentally smart manner.”


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