CENTENNIAL, Colo., Sept. 29, 2022 /CNW/ — NioCorp Developments Ltd. (“NioCorp” or the “Firm“) (TSX: NB; OTCQX: NIOBF) is happy to announce that CEO and Government Chairman Mark A. Smith will likely be a visitor on “The Claman Countdown” present on the Fox Enterprise Information channel on Monday, October 3, 2022.
The Claman Countdown airs every day from 3 – 4 PM Jap. The section with Mr. Smith is scheduled to happen someday between 3:15 – 3:40 PM.
Host Liz Claman will likely be discussing with Mr. Smith NioCorp’s current announcement of its signing of a definitive settlement (the “Enterprise Mixture Settlement“) for a proposed enterprise mixture between NioCorp and GX Acquisition Corp. II (“GXII“) (Nasdaq: GXII). Underneath the Enterprise Mixture Settlement, NioCorp will purchase GXII, a U.S.-based particular objective acquisition firm, and intends to be listed on the Nasdaq Inventory Trade quickly after the acquisition closes, which is predicted within the first quarter of 2023, topic to the approvals of each the NioCorp shareholders and the GXII shareholders at to-be-called particular shareholder conferences and different customary closing situations. NioCorp shares can even proceed to be traded on the Toronto Inventory Trade (“TSX“). The proposed transaction values the mixed entity at an estimated enterprise worth of $313.5 million.
Particulars on that announcement could be seen right here: https://www.niocorp.com/niocorp-to-combine-with-nasdaq-listed-gxii-to-access-additional-capital-for-the-elk-creek-critical-minerals-project/
An in depth presentation relating to the transaction and on NioCorp and its flagship Elk Creek Essential Minerals Venture, could be seen right here: https://secureservercdn.web/198.71.233.156/gx0.d43.myftpupload.com/wp-content/uploads/NioCorp_Investor_Presentation_9-26-2022.pdf
For Extra Info:
Jim Sims, Company Communications Officer, NioCorp Developments Ltd., 720-639-4650, [email protected]
@NioCorp @GXII $NB.TO $NIOBF $BR3 #Niobium #Scandium #rareearth #neodymium #dysprosium #terbium #ElkCreek #EV #electricvehicle
About NioCorp
NioCorp is growing a important minerals mission in Southeast Nebraska that can produce niobium, scandium, and titanium. The Firm is also evaluating the potential to provide a number of uncommon earths from the Venture. Niobium is used to provide specialty alloys in addition to Excessive Power, Low Alloy (“HSLA“) metal, which is a lighter, stronger metal utilized in automotive, structural, and pipeline functions. Scandium is a specialty metallic that may be mixed with Aluminum to make alloys with elevated power and improved corrosion resistance. Scandium can also be a important part of superior strong oxide gas cells. Titanium is utilized in varied light-weight alloys and is a key part of pigments utilized in paper, paint and plastics and can also be used for aerospace functions, armor, and medical implants. Magnetic uncommon earths, similar to neodymium, praseodymium, terbium, and dysprosium are important to the making of Neodymium-Iron-Boron (“NdFeB“) magnets, that are used throughout all kinds of protection and civilian functions.
Further Details about the Proposed Transaction and The place to Discover It
In reference to the proposed Transaction, NioCorp intends to file a registration assertion on Kind S-4 (the “registration assertion“) with the Securities and Trade Fee (the “SEC”), which is able to embody a doc that serves as a prospectus and proxy round of NioCorp and a proxy assertion of GXII, known as a “joint proxy assertion/prospectus.” The definitive joint proxy assertion/prospectus will likely be filed with the SEC as a part of the registration assertion and, within the case of NioCorp, with the relevant Canadian securities regulatory authorities, and will likely be despatched to all NioCorp shareholders and GXII stockholders as of the relevant report date to be established. Every of NioCorp and GXII might also file different related paperwork relating to the proposed Transaction with the SEC and, within the case of NioCorp, with the relevant Canadian securities regulatory authorities. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF NIOCORP AND GXII ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC AND, IN THE CASE OF NIOCORP, WITH THE APPLICABLE CANADIAN SECURITIES REGULATORY AUTHORITIES IN CONNECTION WITH THE PROPOSED TRANSACTION, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Traders and safety holders will have the ability to acquire free copies of the registration assertion and the joint proxy assertion/prospectus (if and when obtainable) and all different related paperwork which can be filed or that will likely be filed with the SEC by NioCorp or GXII via the web site maintained by the SEC at www.sec.gov. Traders and safety holders will have the ability to acquire free copies of the joint proxy assertion/prospectus (if and when obtainable) and all different related paperwork which can be filed or that will likely be filed with the relevant Canadian securities regulatory authorities by NioCorp via the web site maintained by the Canadian Securities Directors at www.sedar.com. The paperwork filed by NioCorp and GXII with the SEC and, within the case of NioCorp, with the relevant Canadian securities regulatory authorities additionally could also be obtained by contacting NioCorp at 7000 South Yosemite, Suite 115, Centennial CO 80112, or by calling (720) 639-4650; or GXII at 1325 Avenue of the Americas, twenty eighth Ground, New York, NY 10019, or by calling (212) 616-3700.
Contributors within the Solicitation
NioCorp, GXII and sure of their respective administrators, government officers and different members of administration and staff could, underneath SEC guidelines, be deemed to be individuals within the solicitation of proxies from NioCorp’s shareholders and GXII’s stockholders in reference to the proposed Transaction. Info relating to the chief officers and administrators of NioCorp is included in its administration info and proxy round for its 2021 annual normal assembly of shareholders filed with the SEC and the relevant Canadian securities regulatory authorities on October 22, 2021. Info relating to the chief officers and administrators of GXII is included in its Annual Report on Kind 10-Okay for the 12 months ended December 31, 2021, filed with the SEC on March 25, 2022. Further info relating to the individuals who could also be deemed to be individuals within the solicitation, together with info relating to their pursuits within the proposed Transaction, will likely be contained within the registration assertion and the joint proxy assertion/prospectus (if and when obtainable). NioCorp’s shareholders and GXII’s stockholders and different events could acquire free copies of those paperwork freed from cost by directing a written request to NioCorp or GXII.
No Provide or Solicitation
This press launch and the knowledge contained herein don’t represent (i) (a) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Transaction or (b) a proposal to promote or the solicitation of a proposal to purchase any safety, commodity or instrument or associated spinoff, nor shall there be any sale of securities in any jurisdiction by which the provide, solicitation or sale can be illegal previous to the registration or qualification underneath the securities legal guidelines of any such jurisdiction or (ii) a proposal or dedication to lend, syndicate or prepare a financing, underwrite or buy or act as an agent or advisor or in another capability with respect to any transaction, or commit capital, or to take part in any buying and selling methods. No provide of securities in america or to or for the account or advantage of U.S. individuals (as outlined in Regulation S underneath the Securities Act) shall be made besides by way of a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended (the “Securities Act“), or an exemption therefrom. Traders ought to seek the advice of with their counsel as to the relevant necessities for a purchaser to avail itself of any exemption underneath the Securities Act. In Canada, no providing of securities shall be made besides by way of a prospectus in accordance with the necessities of relevant Canadian securities legal guidelines or an exemption therefrom. This press launch isn’t, and on no account is it to be construed as, a prospectus, providing memorandum, an commercial or a public providing in any province or territory of Canada. In Canada, no prospectus has been filed with any securities fee or related regulatory authority in respect of any of the securities referred to herein.
Ahead-Wanting Statements
This press launch incorporates forward-looking statements inside the that means of america Non-public Securities Litigation Reform Act of 1995 and forward-looking info inside the that means of relevant Canadian securities legal guidelines. Ahead-looking statements could embody, however are usually not restricted to, statements in regards to the events’ potential to shut the proposed Transaction, together with NioCorp and GXII having the ability to obtain all required regulatory, third-party and shareholder approvals for the proposed Transaction; the anticipated advantages of the proposed Transaction, together with the potential amount of money that could be obtainable to the mixed firm upon consummation of the proposed Transaction and using the web proceeds following the redemptions by GXII public shareholders; NioCorp’s expectation that its frequent shares will likely be accepted for itemizing on the Nasdaq Inventory Market following the closing of the proposed Transaction; the execution of definitive agreements referring to the convertible debenture transaction and the stand by fairness buy facility contemplated by the time period sheets with Yorkville Advisors World, LP (“Yorkville“); the monetary and enterprise efficiency of NioCorp; NioCorp’s anticipated outcomes and developments within the operations of NioCorp in future durations; NioCorp’s deliberate exploration actions; the adequacy of NioCorp’s monetary sources; NioCorp’s potential to safe adequate mission financing to finish building and start operation of the Elk Creek Venture; NioCorp’s expectation and talent to provide niobium, scandium, and titanium on the Elk Creek Venture; the result of present restoration course of enchancment testing, and NioCorp’s expectation that such course of enhancements might result in better efficiencies and value financial savings within the Elk Creek Venture; the Elk Creek Venture’s potential to provide a number of important metals; the Elk Creek Venture’s projected ore manufacturing and mining operations over its anticipated mine life; the completion of the demonstration plant and technical and financial analyses on the potential addition of magnetic uncommon earth oxides to NioCorp’s deliberate product suite; the train of choices to buy further land parcels; the execution of contracts with engineering, procurement and building corporations; NioCorp’s ongoing analysis of the impression of inflation, provide chain points and geopolitical unrest on the Elk Creek Venture’s financial mannequin; the impression of well being epidemics, together with the COVID-19 pandemic, on NioCorp’s enterprise and the actions NioCorp could absorb response thereto; and the creation of full time and contract building jobs over the development interval of the Elk Creek Venture. As well as, any statements that check with projections (together with Averaged EBITDA, Averaged EBITDA Margin, and After-Tax Cumulative Internet Free Money Circulate), forecasts or different characterizations of future occasions or circumstances, together with any underlying assumptions, are forward-looking statements. Ahead-looking statements are usually recognized by phrases similar to “plan,” “consider,” “count on,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “mission,” “proceed,” “might,” “could,” “would possibly,” “attainable,” “potential,” “predict,” “ought to,” “would” and different related phrases and expressions, however the absence of those phrases doesn’t imply {that a} assertion isn’t forward-looking.
The forward-looking statements are primarily based on the present expectations of the administration of NioCorp and GXII, as relevant, and are inherently topic to uncertainties and adjustments in circumstances and their potential results and communicate solely as of the date of such assertion. There could be no assurance that future developments will likely be these which were anticipated. Ahead-looking statements mirror materials expectations and assumptions, together with, with out limitation, expectations, and assumptions referring to: the longer term value of metals; the steadiness of the monetary and capital markets; NioCorp and GXII having the ability to obtain all required regulatory, third-party, and shareholder approvals for the proposed Transaction; the quantity of redemptions by GXII public shareholders; the execution of definitive agreements referring to the convertible debenture transaction and the stand by fairness buy facility contemplated by the time period sheets with Yorkville; and different present estimates and assumptions relating to the proposed Transaction and its advantages. Such expectations and assumptions are inherently topic to uncertainties and contingencies relating to future occasions and, as such, are topic to alter. Ahead-looking statements contain a variety of dangers, uncertainties or different elements which will trigger precise outcomes or efficiency to be materially completely different from these expressed or implied by these forward-looking statements. These dangers and uncertainties embody, however are usually not restricted to, these mentioned and recognized in public filings made by NioCorp and GXII with the SEC and, within the case of NioCorp, with the relevant Canadian securities regulatory authorities and the next: the quantity of any redemptions by present holders of GXII Class A Shares being better than anticipated, which can scale back the money in belief obtainable to NioCorp upon the consummation of the enterprise mixture; the incidence of any occasion, change or different circumstances that would give rise to the termination of the Enterprise Mixture Settlement and/or cost of the termination charges; the result of any authorized proceedings that could be instituted in opposition to NioCorp or GXII following announcement of the Enterprise Mixture Settlement and the transactions contemplated therein; the lack to finish the proposed transactions attributable to, amongst different issues, the failure to acquire NioCorp shareholder approval or GXII shareholder approval or the execution of definitive agreements referring to the convertible debenture transaction and the stand by fairness buy facility contemplated by the time period sheets with Yorkville; the chance that the announcement and consummation of the proposed transactions disrupts NioCorp’s present plans; the power to acknowledge the anticipated advantages of the proposed transactions; sudden prices associated to the proposed transactions; the dangers that the consummation of the proposed transactions is considerably delayed or doesn’t happen, together with previous to the date on which GXII is required to liquidate underneath the phrases of its constitution paperwork; NioCorp’s potential to function as a going concern; NioCorp’s requirement of serious further capital; NioCorp’s restricted working historical past; NioCorp’s historical past of losses; value will increase for NioCorp’s exploration and, if warranted, growth initiatives; a disruption in, or failure of, NioCorp’s info expertise techniques, together with these associated to cybersecurity; tools and provide shortages; present and future offtake agreements, joint ventures, and partnerships; NioCorp’s potential to draw certified administration; the results of the COVID-19 pandemic or different international well being crises on NioCorp’s enterprise plans, monetary situation and liquidity; estimates of mineral sources and reserves; mineral exploration and manufacturing actions; feasibility research outcomes; adjustments in demand for and value of commodities (similar to gas and electrical energy) and currencies; adjustments or disruptions within the securities markets; legislative, political or financial developments; the necessity to acquire permits and adjust to legal guidelines and rules and different regulatory necessities; the chance that precise outcomes of labor could differ from projections/expectations or could not understand the perceived potential of NioCorp’s initiatives; dangers of accidents, tools breakdowns, and labor disputes or different unanticipated difficulties or interruptions; the opportunity of value overruns or unanticipated bills in growth applications; working or technical difficulties in reference to exploration, mining, or growth actions; the speculative nature of mineral exploration and growth, together with the dangers of diminishing portions of grades of reserves and sources; claims on the title to NioCorp’s properties; potential future litigation; and NioCorp’s lack of insurance coverage protecting all of NioCorp’s operations.
Ought to a number of of those dangers or uncertainties materialize or ought to any of the assumptions made by the administration of NioCorp and GXII show incorrect, precise outcomes could differ in materials respects from these projected in these forward-looking statements.
All subsequent written and oral forward-looking statements regarding the proposed Transaction or different issues addressed herein and attributable to NioCorp, GXII or any particular person performing on their behalf are expressly certified of their entirety by the cautionary statements contained or referred to herein. Besides to the extent required by relevant regulation or regulation, NioCorp and GXII undertake no obligation to replace these forward-looking statements to mirror occasions or circumstances after the date hereof to mirror the incidence of unanticipated occasions.
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SOURCE NioCorp Developments Ltd.
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