GX Acquisition Corp. II (GXII) Shareholders Approve NioCorp Deal

GX Acquisition Corp. II (OTC:GXII) announced this morning that its shareholders have approved its combination with rare earth mineral miner NioCorp (TSX:NB) and the parties expect to close the transaction on March 17.

The SPAC showed in an earlier 8-K filing that it saw about 95% of shares redeemed at the March 15 shareholder vote, reducing GX II’s trust to about $15.3 million. But, NioCorp expects to have access to up to $71.9 million in total proceeds through a pair of new Yorkville financing facilities.

These are to come in the form of about $15.4 million in convertible notes from Yorkville and a standby equity facility worth up to $61.6 million over the next three years. Despite the deal’s $20.3 million in transaction costs, this is enough to cover its $50 million minimum cash condition.

NioCorp CEO and Executive Chairman Mark Smith noted some disappointment in its final cash haul in the parties’ press release, noting “all of us would rather have seen higher proceeds from the GXII transaction”. But, he anticipated that the Yorkville facilities will provide enough capital access for it to advance its Elk Creek mining project.

The combined company is expected to begin trading on the Nasdaq under the symbol “NB” on March 21. The parties announced the $313.5 million combination in September 2022.

Centennial, Colorado-based NioCorp is developing a mine in Elk Creek, Nebraska that holds the potential to exploit several critical minerals including the highest-grade Niobium found in North America.

The company noted in its investor presentation that it expects to need $25 million for preliminary steps at the mine site, $150 million to get through initial construction and $285 million to fully execute its development.

Smith said in the press release that it is “on the US Government’s radar screen now” and hopes this transaction will help advance efforts to firm up a non-binding letter of interest for up to $800 million in support from the US Export-Import Bank.

ADVISORS

• SWI Partners Limited is serving as an advisor to NioCorp.
• Jones Day is serving as legal counsel to NioCorp in the U.S.
• Blake, Cassels and Graydon LLP is serving as legal counsel to NioCorp in Canada.
• NioCorp has engaged GenCap Mining Advisory Ltd. as its financial advisor.
• Cantor Fitzgerald & Co. is serving as lead capital markets advisor to GX Acquisition Corp. II.
• BTIG, LLC is serving as a capital markets advisor to GX Acquisition Corp. II.
• Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to GXII in the U.S.
• Stikeman Elliott LLP is serving as legal counsel to GXII in Canada.
• DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co.