Filed by NioCorp Developments Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: GX Acquisition Corp II
Commission File No.: 001-40226
Proposed
NioCorp-GX Business Combination Takes Another Step Forward with the Filing of an S-4 Registration Statement with the SEC
CENTENNIAL, Colo. (November 7, 2022) — NioCorp Developments Ltd. (“NioCorp” or the “Company”)
(TSX:NB) (OTCQX:NIOBF) today announced that it has filed a Form S-4 Registration Statement ("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”). The filing of an S-4 is a key milestone in the process and helps NioCorp and GXII
continue to advance the proposed deal to closing.
The proposed Transaction values the combined entity at an estimated
enterprise value of $313.5 million.
As proposed in the Business Combination Agreement, originally
announced on September 26, 2022 (see this news release), NioCorp will acquire GXII,
a U.S.-based special purpose acquisition company, and expects to be listed on the Nasdaq Stock Exchange soon after the acquisition closes.
NioCorp shares will also continue to be traded on the Toronto Stock Exchange (“TSX”). The transactions contemplated
by the Business Combination Agreement and the ancillary agreements thereto are referred to, collectively, as the “Transaction.”
Assuming no redemptions by GXII public shareholders, upon deal
close the combined operating entity could have access to as much as $285 million in net cash (after paying transaction expenses) from
the GXII trust account to continue advancing the Elk Creek Critical Minerals Project. Final proceeds will depend upon redemption
rates of current GXII shareholders at the consummation of the proposed Transaction.
The deal is expected to close in the first quarter of 2023,
subject to effectiveness of the registration statement on Form S-4 that NioCorp filed today, the satisfaction of customary closing conditions,
including
certain governmental approvals, the approval of the TSX, and
the approval of certain elements of the proposed Transaction by a majority of shareholders of GXII and a majority of NioCorp shareholders
voting to approve such elements.
The S-4 includes detailed information on the proposed Transaction,
including the following:
| · | The specific proposals that will be put before NioCorp shareholders for a
vote at a Special Meeting of Shareholders that is expected to be scheduled following the SEC's determination of effectiveness of the S-4. |
| · | 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 |
| · | 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. |
| · | A third-party opinion, conducted by Scalar, as to the fairness, from a financial
point of view, of the Transaction, to GX shareholders. |
Each of the portions of the S-4 listed above can be seen on
NioCorp's website at https://www.niocorp.com/S-4_filing_excerpts/
Investors are urged to read and review the full Form S-4, which
can be seen here: https://www.nasdaq.com/market-activity/stocks/niobf/sec-filings
# # #
For More Information:
Jim Sims, Corporate Communications Officer, NioCorp Developments
Ltd., 720-639-4650, jim.sims@niocorp.com
@NioCorp $NB.TO $NIOBF $BR3 #Niobium #Scandium #rareearth
#neodymium #dysprosium #terbium #ElkCreek #EV #electricvehicle
About NioCorp
NioCorp is developing a critical minerals project in Southeast
Nebraska that will produce niobium, scandium, and titanium. The Company also is evaluating the potential to produce several rare earths
from the Project. Niobium is used to produce specialty alloys as well as High Strength, Low Alloy ("HSLA") steel, which is a
lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium is a specialty metal that can be combined
with Aluminum to make alloys with increased strength and improved corrosion resistance. Scandium is also a critical component of advanced
solid oxide fuel cells. Titanium is used in various lightweight alloys and is a key component of pigments used in paper, paint and plastics
and is also used for aerospace applications, armor, and medical implants. Magnetic rare earths, such as neodymium, praseodymium, terbium,
and dysprosium are critical to the making of Neodymium-Iron-Boron (“NdFeB”) magnets, which are used across a wide variety
of defense and civilian applications.
Additional Information
about the Proposed Transaction and Where to Find It
In connection with the proposed
Transaction, NioCorp intends to file a registration statement on Form S-4 (the “registration statement”) with the SEC, which
will include a document that serves as a prospectus and proxy circular of NioCorp and a proxy statement of GXII, referred to as a “joint
proxy statement/prospectus.” The definitive joint proxy statement/prospectus will be filed with the SEC as part of the registration
statement and, in the case of NioCorp, with the applicable Canadian securities regulatory authorities, and will be sent to all NioCorp
shareholders and GXII stockholders as of the applicable record date to be established. Each of NioCorp and GXII may also file other relevant
documents regarding the proposed Transaction with the SEC and, in the case of NioCorp, with the applicable 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.
Investors and security holders
will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (if and when available) and
all other relevant documents that are filed or that will be filed with the SEC by NioCorp or GXII through the website maintained by the
SEC at www.sec.gov. Investors and security holders will be able to obtain free copies of the joint proxy statement/prospectus (if and
when available) and all other relevant documents that are filed or that will be filed with the applicable Canadian securities regulatory
authorities by NioCorp through the website maintained by the Canadian Securities Administrators at www.sedar.com. The documents filed
by NioCorp and GXII with the SEC and, in the case of NioCorp, with the applicable Canadian securities regulatory authorities also may
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, 28th Floor, New York, NY 10019, or by calling (212) 616-3700.
Participants in the Solicitation
NioCorp, GXII and certain
of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from NioCorp’s shareholders and GXII’s stockholders in connection with the proposed
Transaction. Information regarding the executive officers and directors of NioCorp is included in its management information and proxy
circular for its 2021 annual general meeting of shareholders filed with the SEC and the applicable Canadian securities regulatory authorities
on October 22, 2021. Information regarding the executive officers and directors of GXII is included in its Annual Report on Form 10-K
for the year ended December 31, 2021, filed with the SEC on March 25, 2022. Additional information regarding the persons who may be deemed
to be participants in the solicitation, including information regarding their interests in the proposed Transaction, will be contained
in the registration statement and the joint proxy statement/prospectus (if and when available). NioCorp’s shareholders and GXII’s
stockholders and other interested parties may obtain free copies of these documents free of charge by directing a written request to NioCorp
or GXII.
No Offer or Solicitation
This press release and the
information contained herein do not constitute (i) (a) a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed Transaction or (b) an offer to sell or the solicitation of an offer to buy any security, commodity or instrument
or related derivative,
nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction or (ii) an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act
as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies.
No offer of securities in the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the
U.S. Securities Act) shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended (the “Securities Act”), or an exemption therefrom. Investors should consult with their counsel as to the applicable
requirements for a purchaser to avail itself of any exemption under the Securities Act. In Canada, no offering of securities shall be
made except by means of a prospectus in accordance with the requirements of applicable Canadian securities laws or an exemption therefrom.
This press release is not, and under no circumstances is it to be construed as, a prospectus, offering memorandum, an advertisement or
a public offering in any province or territory of Canada. In Canada, no prospectus has been filed with any securities commission or similar
regulatory authority in respect of any of the securities referred to herein.
Forward-Looking Statements
This press release contains
forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking
information within the meaning of applicable Canadian securities laws. Forward-looking statements may include, but are not limited to,
statements about the parties’ ability to close the proposed Transaction, including NioCorp and GXII being able to receive all required
regulatory, third-party and shareholder approvals for the proposed Transaction; the anticipated benefits of the proposed Transaction,
including the potential amount of cash that may be available to the combined company upon consummation of the proposed Transaction and
the use of the net proceeds following the redemptions by GXII public shareholders; NioCorp’s expectation that its common shares
will be accepted for listing on the Nasdaq Stock Market following the closing of the proposed Transaction; the execution of definitive
agreements relating to the convertible debenture transaction and the stand by equity purchase facility contemplated by the term sheets
with Yorkville Advisors Global, LP (“Yorkville”); the financial and business performance of NioCorp; NioCorp’s anticipated
results and developments in the operations of NioCorp in future periods; NioCorp’s planned exploration activities; the adequacy
of NioCorp’s financial resources; NioCorp’s ability to secure sufficient project financing to complete construction and commence
operation of the Elk Creek Project; NioCorp’s expectation and ability to produce niobium, scandium, and titanium at the Elk Creek
Project; the outcome of current recovery process improvement testing, and NioCorp’s expectation that such process improvements could
lead to greater efficiencies and cost savings in the Elk Creek Project; the Elk Creek Project’s ability to produce multiple critical
metals; the Elk Creek Project’s projected ore production and mining operations over its expected mine life; the completion of the
demonstration plant and technical and economic analyses on the potential addition of magnetic rare earth oxides to NioCorp’s planned
product suite; the exercise of options to purchase additional land parcels; the execution of contracts with engineering, procurement and
construction companies; NioCorp’s ongoing evaluation of the impact of inflation, supply chain issues and geopolitical unrest on
the Elk Creek Project’s economic model; the impact of health epidemics, including the COVID-19 pandemic, on NioCorp’s business
and the actions NioCorp may take in response thereto; and the creation of full time and contract construction jobs over the construction
period of the Elk Creek Project. In addition, any statements that refer to projections (including Averaged EBITDA, Averaged EBITDA Margin,
and After-Tax Cumulative Net Free Cash Flow), forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,”
“believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,”
“forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict,” “should,” “would” and other similar words and expressions, but
the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements
are based on the current expectations of the management of NioCorp and GXII, as applicable, and are inherently subject to uncertainties
and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that
future developments will be those that have been anticipated. Forward-looking statements reflect material expectations and assumptions,
including, without limitation, expectations, and assumptions relating to: the future price of metals; the stability of the financial and
capital markets; NioCorp and GXII being able to receive all required regulatory, third-party, and shareholder approvals for the proposed
Transaction; the amount of redemptions by GXII public shareholders; the execution of definitive agreements relating to the convertible
debenture transaction and the stand by equity purchase facility contemplated by the term sheets with Yorkville; and other current estimates
and assumptions regarding the proposed Transaction and its benefits. Such expectations and assumptions are inherently subject to uncertainties
and contingencies regarding future events and, as such, are subject to change. Forward-looking statements involve a number of risks, uncertainties
or other factors that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made by NioCorp
and GXII with the SEC and, in the case of NioCorp, with the applicable Canadian securities regulatory authorities and the following: the
amount of any redemptions by existing holders of GXII Class A Shares being greater than expected, which may reduce the cash in trust available
to NioCorp upon the consummation of the business combination; the occurrence of any event, change or other circumstances that could give
rise to the termination of the Business Combination Agreement and/or payment of the termination fees; the outcome of any legal proceedings
that may be instituted against NioCorp or GXII following announcement of the Business Combination Agreement and the transactions contemplated
therein; the inability to complete the proposed transactions due to, among other things, the failure to obtain NioCorp shareholder approval
or GXII shareholder approval or the execution of definitive agreements relating to the convertible debenture transaction and the stand
by equity purchase facility contemplated by the term sheets with Yorkville; the risk that the announcement and consummation of the proposed
transactions disrupts NioCorp’s current plans; the ability to recognize the anticipated benefits of the proposed transactions; unexpected
costs related to the proposed transactions; the risks that the consummation of the proposed transactions is substantially delayed or does
not occur, including prior to the date on which GXII is required to liquidate under the terms of its charter documents; NioCorp’s
ability to operate as a going concern; NioCorp’s requirement of significant additional capital; NioCorp’s limited operating
history; NioCorp’s history of losses; cost increases for NioCorp’s exploration and, if warranted, development projects; a
disruption in, or failure of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and
supply shortages; current and future offtake agreements, joint ventures, and partnerships; NioCorp’s ability to attract qualified
management; the effects of the COVID-19 pandemic or other global health crises on NioCorp’s business plans, financial condition
and liquidity; estimates of mineral resources and reserves; mineral exploration and production activities; feasibility study results;
changes in demand for and price of commodities (such as fuel and electricity) and currencies; changes or disruptions in the securities
markets; legislative, political or economic developments; the need to obtain permits and comply with laws and regulations and other regulatory
requirements; the possibility that actual results of work may differ from projections/expectations or may not realize the perceived potential
of NioCorp’s projects; risks of accidents, equipment breakdowns, and labor disputes or other unanticipated difficulties or interruptions;
the possibility of cost overruns or unanticipated expenses in development programs; operating or technical difficulties in connection
with exploration, mining, or development activities; the speculative nature of mineral exploration and development, including the risks
of diminishing quantities of grades of reserves and resources; claims on the title to NioCorp’s properties; potential future litigation;
and NioCorp’s lack of insurance covering all of NioCorp’s operations.
Should one or more of these
risks or uncertainties materialize or should any of the assumptions made by the management of NioCorp and GXII prove incorrect, actual
results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and
oral forward-looking statements concerning the proposed Transaction or other matters addressed herein and attributable to NioCorp, GXII
or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein.
Except to the extent required by applicable law or regulation, NioCorp and GXII undertake no obligation to update these forward-looking
statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.
Mineral Reserves and
Resources
Unless otherwise indicated,
information concerning NioCorp’s mining property included in this press release has been prepared in accordance with the requirements
of National Instrument 43-101 – Standards of Disclosure for Mineral Projects” (“NI 43-101”) and the Canadian Institute
of Mining and Metallurgy (“CIM”) “Definition Standards – For Mineral Resources and Mineral Reserves, May 10, 2014”
(the “CIM Definition Standards”). Beginning with NioCorp’s Annual Report on Form 10-K for the fiscal year ended June
30, 2022 (the “NioCorp Form 10-K”), NioCorp’s mining property disclosures included or incorporated by reference in its
SEC filings are required to be prepared in accordance with the requirements of subpart 1300 of Regulation S-K (“S-K 1300”).
Previously, NioCorp prepared its estimates of mineral resources and mineral reserves following only NI 43-101 and the CIM Definition Standards.
On June 28, 2022, NioCorp issued a CIM-compliant NI 43-101 technical report (the “2022 NI 43-101 Elk Creek Technical Report”)
for the Elk Creek Project, which is available through the website maintained by the Canadian Securities Administrators at www.sedar.com.
On September 6, 2022, the Company filed a technical report summary for the Elk Creek Project that conforms to S-K 1300 reporting standards
(the “S-K 1300 Elk Creek Technical Report Summary”) as Exhibit 96.1 to the NioCorp Form 10-K, which is available through the
website maintained by the SEC at www.sec.gov. The 2022 NI 43-101 Elk Creek Technical Report and S-K 1300 Elk Creek Technical Report Summary
are based on a feasibility study (the “June 2022 Feasibility Study”) prepared by qualified persons (within the meaning of
both NI 43-101 and S-K 1300, as applicable) and are substantively identical to one another except for internal references to the regulations
under which the report is made, and certain organizational differences. The requirements and standards under Canadian securities laws,
however, differ from those under S-K 1300. The terms “mineral resource,” “indicated mineral resource” and “mineral
reserve” included herein are used as defined in accordance with NI 43-101 under the CIM Definition Standards. While the terms are
substantially similar to the same terms defined under S-K 1300, there are differences in the definitions. Accordingly, there is no assurance
any mineral resource or mineral reserve estimates that the Company may report under NI 43-101 will be the same as the mineral resource
or mineral reserve estimates that the Company may report under S-K 1300.
NioCorp discloses estimates
of both its mineral resources and mineral reserves. You are cautioned that mineral resources are subject to further exploration and development
and are subject to additional risks and no assurance can be given that they will eventually convert to future reserves. Under both regimes,
inferred resources, in particular, have a great amount of uncertainty as to their existence and their economic and legal feasibility.
Investors are cautioned not to assume that any part or all of the inferred resource exists or is economically or legally mineable. See
Item 1A, Risk Factors in the NioCorp Form 10-K. Reference should be made to the full text of the 2022 NI 43-101 Elk Creek Technical Report
and the S-K 1300 Elk Creek Technical Report Summary for further information regarding the assumptions, qualifications and procedures relating
to the estimates of mineral reserves and mineral resources as defined under NI 43-101 and S-K 1300, respectively.
Qualified Persons
All technical and scientific
information included in this press release derived from the June 2022 Feasibility Study respecting NioCorp’s mineral resources has
been reviewed and approved by Matthew Batty, P.Geo., Owner, Understood Mineral Resources Ltd., and all such information respecting NioCorp’s
mineral reserves
has been reviewed and approved by Richard
Jundis, P. Eng., Director of Mining, Optimize Group. Each of Mr. Batty and Mr. Jundis and their respective firms are independent
consultants who provide consulting services to NioCorp. All other technical and scientific information included in this press release
has been reviewed and approved by Scott Honan, M.Sc., SME-RM, NioCorp’s Chief Operating Officer. Each of Messrs. Batty, Jundis,
and Honan is a “Qualified Person” as such term is defined in NI 43-101.
Financial Information; Non-GAAP Measures
Certain financial information
and data included in this press release is unaudited and may not conform to Regulation S-X. Such information and data may not be included
in, may be adjusted in or may be presented differently in the registration statement to be filed relating to the proposed Transaction
and the joint proxy statement/prospectus contained therein. This press release also includes certain financial measures not presented
in accordance with generally accepted accounting principles (“GAAP”), including, but not limited to, “Averaged EBITDA,”
“Averaged EBITDA Margin,” and “After-Tax Cumulative Net Free Cash Flow.” These performance measures do not have
a standard meaning within GAAP and, therefore, amounts presented may not be comparable to similar data presented by other companies. These
non-GAAP financial measures, and other measures that are calculated using these non-GAAP measures, are not measures of financial performance
in accordance with GAAP and may exclude items that are significant in understanding and assessing NioCorp’s financial results. Therefore,
these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures
of profitability, liquidity or performance under GAAP. These non-GAAP financial measures are included in this press release because they
are key performance measures used in the June 2022 Feasibility Study for purposes of projecting the economic results of the Elk Creek
Project, and NioCorp and GXII believe that these non-GAAP measures provide useful information to management and investors regarding certain
financial and business trends relating to NioCorp’s financial condition and results of operations. NioCorp and GXII believe that
the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results
and trends and in comparing NioCorp’s financial measures with other similar companies, many of which present similar non-GAAP financial
measures to investors. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments
by management about which expense and income are excluded or included in determining these non-GAAP financial measures.
The non-GAAP financial measures
included in this press release are projections. Reconciliations of these forward-looking non-GAAP financial measures to the most directly
comparable GAAP financial measures are not provided because NioCorp is unable to provide such reconciliations without unreasonable effort,
due to the uncertainty and inherent difficulty of predicting the occurrence and the financial impact of such items impacting comparability
and the periods in which such items may be recognized. For the same reasons, the Company is unable to address the probable significance
of the unavailable information, which could be material to future results. See “Forward-Looking Statements.”
In addition to the non-GAAP
financial measures, this press release may contain financial forecasts and projections (collectively, “prospective financial information”)
of NioCorp. Neither the independent registered public accounting firm of NioCorp nor the independent registered public accounting firm
of GXII audited, reviewed, compiled or performed any procedures with respect to the prospective financial information for the purpose
of their inclusion in this press release, and accordingly, neither of them expressed an opinion or provided any other form of assurance
with respect thereto for the purpose of this press release. This prospective financial information constitutes forward-looking statements
and should not be relied upon as being guarantees or necessarily indicative of future results. The assumptions and estimates underlying
such prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive
and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial
information. See “Forward-Looking Statements.” Accordingly, there can be no assurance that the prospective financial information
is indicative of future
performance of NioCorp or that actual results
will not differ materially from the results presented in the prospective financial information included in this press release. Actual
results may differ materially from the results contemplated by the prospective financial information included in this press release. The
inclusion of such prospective financial information herein should not be regarded as a representation by any person that the results reflected
in such projections will be achieved.
The purpose of the prospective
financial information is to assist investors, shareholders and others in evaluating the performance of NioCorp’s business. The prospective
financial information may not be appropriate for other purposes. Information about NioCorp’s guidance, including the various assumptions
underlying it, is forward-looking and should be read in conjunction with “Forward-Looking Statements” in this press release,
and the related disclosure and information about various economic, competitive, and regulatory assumptions, factors, and risks that may
cause NioCorp’s actual future financial and operating results to differ from what NioCorp currently expects.
GX Acquisition Corporati... (NASDAQ:GXIIU)
過去 株価チャート
から 5 2024 まで 6 2024
GX Acquisition Corporati... (NASDAQ:GXIIU)
過去 株価チャート
から 6 2023 まで 6 2024