CENTENNIAL, Colo., March 14, 2023 /CNW/ — NioCorp Developments Ltd. (“NioCorp” or the “Enterprise“) (TSX: NB OTCQX: NIOBF) currently announced that its board of administrators has settled to impact a share consolidation (reverse inventory break up) (the “Consolidation“) of its issued and outstanding widespread shares (the “Common Shares“) on the foundation of a person (1) write-up-Consolidation Widespread Share for each and every 10 (10) pre-Consolidation Widespread Shares, contingent on the completion of the pertinent portions of the beforehand introduced small business mixture amongst NioCorp and GX Acquisition Corp. II (“GXII“) pursuant to the Organization Mixture Agreement, dated September 25, 2022 (the “Company Combination Arrangement“), amid NioCorp, GXII and Massive Pink Merger Sub Ltd. (the transactions contemplated by the Business enterprise Blend Agreement, collectively, the “Transaction“), which is anticipated to take place on March 17, 2023, and subject to any applicable necessities of the Toronto Inventory Exchange (the “TSX“) and the Nasdaq Stock Trade LLC (the “Nasdaq“). Experienced the Consolidation occurred as of March 14, 2023, the Consolidation would have lessened the amount of Prevalent Shares issued and remarkable from somewhere around 282,466,201 Prevalent Shares to somewhere around 28,246,620 Frequent Shares. The Prevalent Shares are expected to start buying and selling on the TSX and on the Nasdaq on a put up-Consolidation basis on or about the opening of buying and selling on March 21, 2023.
The Firm’s transfer agent, Computershare Trader Products and services Inc., is anticipated to mail a letter of transmittal on March 17, 2023, to the registered holders of Frequent Shares. The letter of transmittal will incorporate recommendations on how to surrender Common Share certification(s) symbolizing pre-Consolidation Popular Shares to the transfer agent. Shareholders may perhaps also obtain a copy of the letter of transmittal by accessing the Firm’s SEDAR profile at www.sedar.com or the Firm’s EDGAR profile at www.sec.gov. Until finally surrendered, each certificate representing pre-Consolidation Common Shares will be deemed for all functions to characterize the amount of Widespread Shares to which the holder thereof is entitled as a outcome of the Consolidation.
No fractional Popular Shares will be issued pursuant to the Consolidation and any fractional shares that would or else be issued will be rounded down to the nearest complete selection. Shareholders who keep their Popular Shares by a securities broker or other middleman and do not have common shares registered in their identify will not be essential to take any measures with regard to the Consolidation. Shareholders who keep their Prevalent Shares via a securities broker or other middleman should be informed that the securities broker or middleman may perhaps have diverse processes for processing the Consolidation than all those that will be place in area by the Corporation for registered Shareholders and if they have inquiries in this regard, they are inspired to get in touch with their securities broker or intermediary.
The Company’s current CUSIP for the Widespread Shares is 654484104 and the new CUSIP quantity for the publish-Consolidation Popular Shares is 654484609, the present-day ISIN for the Popular Shares is CA6544841043 and the new ISIN quantity for the write-up-Consolidation Frequent Shares is CA6544846091.
For more facts pertaining to the Consolidation, be sure to refer to the Company’s and GXII’s joint proxy assertion/prospectus dated February 6, 2023, which is accessible on SEDAR at www.sedar.com or EDGAR at www.sec.gov.
For A lot more Details:
Jim Sims, Company Communications Officer, NioCorp Developments Ltd., 720-639-4650, [email protected]
NioCorp is acquiring a significant minerals job in Southeast Nebraska that will generate niobium, scandium, and titanium. The Corporation also is assessing the possible to develop quite a few unusual earths from the Undertaking. Niobium is utilized to make specialty alloys as properly as Substantial Strength, Minimal Alloy (“HSLA“) metal, which is a lighter, much better steel made use of in automotive, structural, and pipeline purposes. Scandium is a specialty steel that can be combined with Aluminum to make alloys with enhanced power and improved corrosion resistance. Scandium is also a vital component of advanced stable oxide gasoline cells. Titanium is utilized in many light-weight alloys and is a vital component of pigments utilized in paper, paint and plastics and is also employed for aerospace apps, armor, and healthcare implants. Magnetic uncommon earths, these types of as neodymium, praseodymium, terbium, and dysprosium are critical to the making of Neodymium-Iron-Boron (“NdFeB“) magnets, which are made use of throughout a large wide variety of protection and civilian purposes.
Additional Information and facts about the Proposed Transaction and In which to Locate It
In connection with the proposed Transaction, NioCorp has filed a registration assertion on Sort S-4 (the “registration statement”) with the U.S. Securities and Trade Commission (“SEC“), which contains a doc that serves as a prospectus and proxy circular of NioCorp and a proxy assertion of GXII, referred to as a “joint proxy assertion/prospectus.” The definitive joint proxy statement/prospectus has been submitted with the SEC as aspect of the registration assertion and, in the situation of NioCorp, with the relevant Canadian securities regulatory authorities, and will be despatched to all NioCorp shareholders and GXII stockholders as of the applicable history day. Each individual of NioCorp and GXII may perhaps also file other pertinent documents concerning the proposed Transaction with the SEC and, in the situation of NioCorp, with the relevant Canadian securities regulatory authorities. In advance of Making ANY VOTING OR Investment Final decision, Traders AND Stability HOLDERS OF NIOCORP AND GXII ARE URGED TO Read THE REGISTRATION Statement, THE DEFINITIVE JOINT PROXY Statement/PROSPECTUS AND ALL OTHER Related Paperwork Filed OR THAT WILL BE Filed WITH THE SEC AND, IN THE Situation OF NIOCORP, WITH THE Applicable CANADIAN SECURITIES REGULATORY AUTHORITIES IN Connection WITH THE PROPOSED TRANSACTION, Such as ANY AMENDMENTS OR Dietary supplements TO THESE Documents, Cautiously AND IN THEIR ENTIRETY Since THEY WILL Include Important Information ABOUT THE PROPOSED TRANSACTION.
Investors and stability holders will be capable to acquire no cost copies of the registration statement and the definitive joint proxy assertion/prospectus and all other suitable paperwork that are submitted or that will be submitted with the SEC by NioCorp or GXII as a result of the web site maintained by the SEC at www.sec.gov. Investors and protection holders will be capable to acquire free of charge copies of the definitive joint proxy assertion/prospectus and all other pertinent paperwork that are filed or that will be filed with the applicable Canadian securities regulatory authorities by NioCorp by the web-site managed by the Canadian Securities Administrators at www.sedar.com. The files submitted by NioCorp and GXII with the SEC and, in the situation of NioCorp, with the applicable Canadian securities regulatory authorities also may possibly be acquired by making contact with NioCorp at 7000 South Yosemite, Suite 115, Centennial CO 80112, or by calling (720) 639-4650 or GXII at 1325 Avenue of the Americas, 28th Ground, New York, NY 10019, or by contacting (212) 616-3700.
No Provide or Solicitation
This press launch and the info contained herein do not represent (i) an provide to provide or the solicitation of an give to acquire any protection, commodity or instrument or associated spinoff, nor shall there be any sale of securities in any jurisdiction in which the supply, solicitation or sale would be unlawful prior to the registration or qualification below the securities rules of any such jurisdiction or (ii) an supply or motivation to lend, syndicate or arrange a funding, underwrite or invest in or act as an agent or advisor or in any other capacity with regard to any transaction, or commit cash, or to participate in any trading strategies. No provide of securities in the United States or to or for the account or profit of U.S. folks (as described in Regulation S below the U.S. Securities Act) shall be built except by indicates of a prospectus assembly the demands of Segment 10 of the Securities Act of 1933, as amended (the “Securities Act“), or an exemption therefrom. Traders should seek the advice of with their counsel as to the applicable needs for a purchaser to avail by itself of any exemption less than the Securities Act. In Canada, no featuring of securities shall be manufactured except by suggests of a prospectus in accordance with the needs of applicable Canadian securities laws or an exemption therefrom. This press release is not, and beneath no conditions is it to be construed as, a prospectus, supplying memorandum, an ad or a general public providing in any province or territory of Canada. In Canada, no prospectus has been filed with any securities commission or related regulatory authority in respect of any of the securities referred to herein.
Forward-Wanting Assertion Disclaimer
This press release has ahead-on the lookout statements within just the this means of the United States Private Securities Litigation Reform Act of 1995 and forward-seeking data inside the this means of applicable Canadian securities rules. Forward-looking statements may involve, but are not restricted to, statements pertaining to the predicted performance of the Consolidation NioCorp’s expectation that the Prevalent Shares will be acknowledged for listing on the Nasdaq pursuing the closing of the proposed Transaction the predicted timing of investing of Prevalent Shares on a post-Consolidation basis on the TSX and the Nasdaq the parties’ capacity to shut the proposed Transaction, like NioCorp and GXII currently being equipped to acquire all demanded regulatory, third-social gathering and shareholder approvals for the proposed Transaction. Forward-on the lookout statements are typically discovered by words and phrases such as “program,” “consider,” “assume,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “job,” “carry on,” “could,” “may possibly,” “may well,” “doable,” “likely,” “predict,” “ought to,” “would” and other comparable phrases and expressions, but the absence of these phrases does not signify that a assertion is not forward-on the lookout.
The forward-hunting statements are based mostly on the latest anticipations of the management of NioCorp and are inherently matter to uncertainties and adjustments in conditions and their possible outcomes and converse only as of the day of such statement. There can be no assurance that upcoming developments will be all those that have been predicted. Ahead-searching statements reflect product expectations and assumptions, like, with out limitation, expectations, and assumptions relating to: the foreseeable future value of metals the security of the economic and funds markets NioCorp and GXII getting capable to get all expected regulatory, 3rd-get together and shareholder approvals for the proposed Transaction the amount of redemptions by GXII general public shareholders the consummation of the convertible debenture transaction and the stand-by fairness order facility contemplated by the definitive agreements with YA II PN, Ltd., an financial commitment fund managed by Yorkville Advisors International, LP (together with YA II PN, Ltd., “Yorkville“) other recent estimates and assumptions concerning the proposed Transaction and its positive aspects and the timing of the completion of processes required to influence the buying and selling of the Prevalent Shares on a article-Consolidation basis on the TSX and the Nasdaq. This kind of expectations and assumptions are inherently matter to uncertainties and contingencies pertaining to long run events and, as these kinds of, are matter to alter. Ahead-searching statements require a number of risks, uncertainties or other elements that may well induce precise final results or efficiency to be materially various from people expressed or implied by these forward-wanting statements. These hazards and uncertainties include things like, but are not minimal to, all those reviewed and identified in general public filings created by NioCorp with the SEC and with the applicable Canadian securities regulatory authorities and the next: the completion of procedures necessary to influence the investing of the Frequent Shares on a write-up-Consolidation foundation on the TSX and the Nasdaq becoming delayed the amount of any redemptions by present holders of GXII Course A Shares becoming increased than expected, which might lessen the dollars in believe in offered to NioCorp upon the consummation of the Transaction the occurrence of any celebration, adjust or other circumstances that could give rise to the termination of the Business Blend Settlement and/or payment of the termination service fees the final result of any lawful proceedings that may be instituted versus NioCorp or GXII pursuing announcement of the Small business Mixture Agreement and the Transaction the inability to entire the proposed Transaction owing to, among other items, the failure to get hold of NioCorp shareholder acceptance or GXII shareholder acceptance or the consummation of the convertible debenture transaction and the stand-by equity obtain facility contemplated by the definitive agreements with Yorkville the inability to entire the convertible debenture transaction and the stand-by equity buy facility contemplated by the definitive agreements with Yorkville due to, amongst other matters, the failure to obtain shareholder acceptance or regulatory approval the threat that the announcement and consummation of the proposed Transaction disrupts NioCorp’s present plans the capability to figure out the anticipated added benefits of the proposed Transaction unexpected expenses associated to the proposed Transaction the risks that the consummation of the proposed Transaction is substantially delayed or does not happen, like prior to the day on which GXII is essential to liquidate beneath the terms of its constitution paperwork NioCorp’s means to work as a likely worry NioCorp’s prerequisite of sizeable additional cash NioCorp’s restricted operating record NioCorp’s historical past of losses expense improves for NioCorp’s exploration and, if warranted, development tasks a disruption in, or failure of, NioCorp’s info technological know-how techniques, together with these similar to cybersecurity machines and supply shortages current and long term off choose agreements, joint ventures, and partnerships NioCorp’s skill to draw in certified management the results of the COVID-19 pandemic or other world-wide wellness crises on NioCorp’s small business ideas, financial problem and liquidity estimates of mineral methods and reserves mineral exploration and generation pursuits feasibility study effects changes in demand for and selling price of commodities (this sort of as fuel and energy) and currencies variations or disruptions in the securities marketplaces legislative, political or economic developments the have to have to get permits and comply with guidelines and laws and other regulatory needs the risk that real benefits of do the job may perhaps vary from projections/anticipations or may well not understand the perceived likely of NioCorp’s assignments pitfalls of mishaps, tools breakdowns, and labor disputes or other unanticipated troubles or interruptions the probability of expense overruns or unanticipated expenditures in enhancement systems working or complex challenges in relationship with exploration, mining, or progress routines the speculative nature of mineral exploration and development, together with the challenges of diminishing quantities of grades of reserves and methods promises on the title to NioCorp’s houses opportunity long run litigation and NioCorp’s absence of insurance coverage masking all of NioCorp’s functions.
Should a single or far more of these hazards or uncertainties materialize or really should any of the assumptions built by the administration of NioCorp demonstrate incorrect, precise effects might fluctuate in product respects from these projected in these ahead-wanting statements.
All subsequent published and oral ahead-wanting statements about the proposed Transaction or other matters tackled herein and attributable to NioCorp or any individual performing on its behalf are expressly capable in their entirety by the cautionary statements contained or referred to herein. Apart from to the extent demanded by relevant regulation or regulation, NioCorp undertakes no obligation to update these ahead-searching statements to reflect events or conditions immediately after the day hereof to mirror the prevalence of unanticipated situations.
Source NioCorp Developments Ltd.