UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 6,
2023
NioCorp
Developments Ltd.
(Exact
name of registrant as specified in its charter)
British
Columbia, Canada
(State or other jurisdiction
of incorporation) |
000-55710
(Commission File Number) |
98-1262185
(IRS Employer
Identification No.) |
7000
South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (720) 639-4647
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Not
Applicable |
Not
Applicable |
Not
Applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On March 6, 2023, NioCorp Developments Ltd.
(“NioCorp”) issued a press release (the “Press Release) announcing the receipt by NioCorp of a project finance
letter of interest from the Export-Import Bank of the United States.
A copy of the Press Release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Additional Information about the Proposed Transaction and Where
to Find It
In connection with the proposed business combination between NioCorp
and GX Acquisition Corp. II ("GXII") pursuant to the Business Combination Agreement, dated September 25, 2022 (the "Business
Combination Agreement"), among NioCorp, GXII and Big Red Merger Sub Ltd. (the transactions contemplated by the Business Combination
Agreement, collectively, the "Transaction"), NioCorp has filed a registration statement on Form S-4 (the “registration
statement”) with the Securities and Exchange Commission (the “SEC”), which includes 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 has been 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. 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 definitive joint proxy statement/prospectus 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 definitive joint proxy statement/prospectus 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.
No Offer or Solicitation
This Current Report on Form 8-K and the information contained herein
and therein do not constitute 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 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 communication 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 Disclaimers
This Current Report on Form 8-K 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 regarding NioCorp's
plans to submit a Phase I debt financing application to EXIM; the prospects for successfully securing financing from EXIM on acceptable
terms, or at all; the expected timing of, and benefits to the Elk Creek Critical Minerals Project of, securing such financing from EXIM;
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 financial and business performance of NioCorp; NioCorp’s
anticipated results and developments in the operations of NioCorp in future periods; 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;
and the creation of full time and contract construction jobs over the construction period of the Elk Creek Project. 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 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 Company’s ability to successfully complete EXIM’s Phase I application process and secure project financing
on acceptable terms, or at all; the expected timing of, and benefits to the Elk Creek Critical Minerals Project of, securing such financing
from EXIM; 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 consummation of the convertible debenture transaction and the stand-by equity purchase facility contemplated by the definitive agreements
with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (together with YA II PN, Ltd., “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 with the SEC and with the applicable Canadian securities regulatory authorities and the
following: NioCorp’s ability to submit a complete application to begin the Phase I evaluation process; NioCorp’s ability to
pay the necessary fees in connection with EXIM’s underwriting process, including the expenses of EXIM’s or any other lenders’
legal and other advisors and NioCorp’s own advisors; the completion of the Phase I due diligence process and the receipt of a preliminary
project letter indicating that EXIM is prepared to undertake Phase II due diligence; the completion of the Phase II due diligence process;
the possibility that, even if NioCorp completes the application process, it does not receive a final commitment of financing from EXIM
on the anticipated timeline, on acceptable terms, or at all; 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 Transaction; 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 Transaction; the inability to complete the proposed Transaction due to, among other things,
the failure to obtain NioCorp shareholder approval or GXII shareholder approval or the consummation of the convertible debenture transaction
and the stand-by equity purchase facility contemplated by the definitive agreements with Yorkville; the inability to complete the convertible
debenture transaction and the stand-by equity purchase facility contemplated by the definitive agreements with Yorkville due to, among
other things, the failure to obtain shareholder approval or regulatory approval; the risk that the announcement and consummation of the
proposed Transaction disrupts NioCorp’s current plans; the ability to recognize the anticipated benefits of the proposed Transaction;
unexpected costs related to the proposed Transaction; the risks that the consummation of the proposed Transaction 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 off take 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 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 or any person acting on its 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 undertakes no obligation to update these forward-looking statements to reflect events or circumstances after
the date hereof to reflect the occurrence of unanticipated events.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
NIOCORP DEVELOPMENTS LTD. |
|
|
|
DATE: March 6, 2023 |
By: |
/s/ Neal S. Shah |
|
|
Neal S. Shah |
|
|
Chief Financial Officer |
GX Acquisition Corporati... (NASDAQ:GXIIU)
過去 株価チャート
から 8 2024 まで 9 2024
GX Acquisition Corporati... (NASDAQ:GXIIU)
過去 株価チャート
から 9 2023 まで 9 2024