8-K - NB - Equibles

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

Dateof Report (Date of earliest event reported): February 28, 2023

NioCorpDevelopments Ltd.

(Exact name of registrant as specified in its charter)

British Columbia, Canada<br><br> (State or other jurisdiction<br><br> of incorporation)	000-55710<br><br> (Commission File Number)	98-1262185<br><br> (IRS Employer<br><br> Identification No.)

7000South 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Not<br> Applicable	Not<br> Applicable	Not<br> 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. ☐

Item 8.01.	Other Events.

Financial and Other Information Related to the GXII Transaction

As previously disclosed, on September 25, 2022, NioCorp Developments Ltd. (“NioCorp”), GX Acquisition Corp. II (“GXII”), and Big Red Merger Sub Ltd, a direct, wholly owned subsidiary of NioCorp, entered into a business combination agreement (the “Business Combination Agreement”). As a result of the transactions contemplated by the Business Combination Agreement (collectively, the “Transaction”), GXII will become a subsidiary of NioCorp. NioCorp is filing this Current Report on Form 8-K to provide certain financial information with respect to GXII and the proposed Transaction.

Included in this Current Report on Form 8-K are:

(a) the audited consolidated balance sheets of GXII as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December 31, 2022 and 2021, the related notes, and the related report of Marcum LLP, GXII’s independent registered public accounting firm, which are included as Exhibit 99.1;

(b) the unaudited pro forma condensed combined financial statements of NioCorp giving effect to the Transaction (the “pro forma financial information”), which includes the unaudited pro forma condensed combined balance sheet as of December 31, 2022, the unaudited pro forma condensed combined statements of operations for the six months ended December 31, 2022 and for the year ended June 30, 2022, and the notes related thereto, which are included as Exhibit 99.2.

Also included in this Current Report on Form 8-K is the consent of Marcum LLP consenting to the incorporation by reference in certain of NioCorp’s Registration Statements of its report forming part of Exhibit 99.1, which is included as Exhibit 23.1.

The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only. It does not purport to represent the actual results of operations that NioCorp and GXII would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the Transaction is consummated.

Additional Information about the Proposed Transaction and Whereto Find It

In connection with the proposed 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.

Forward-LookingStatements

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 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 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”); 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 Niobium/Scandium/Titanium property (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. 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 consummation of the convertible debenture transaction and the stand-by equity purchase facility contemplated by the definitive agreements 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 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 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 in this Current Report on Form 8-K 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 in this Current Report on Form 8-K. 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 of this Current Report on Form 8-K to reflect the occurrence of unanticipated events.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
23.1	Consent of Marcum LLP, independent registered public accounting firm of GXII.
99.1	The audited consolidated balance sheets of GXII as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended December 31, 2022 and 2021, the related notes, and the related report of Marcum LLP, GXII’s independent registered public accounting firm.
99.2	The unaudited pro forma condensed combined financial statements of NioCorp, giving effect to the Transaction.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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: February 28, 2023	By:	/s/ Neal S. Shah
		Neal S. Shah<br><br> <br>Chief Financial Officer

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in the Registration Statement of NioCorp Developments Ltd on Form S-4 (File No. 333-268227), the Registration Statements of NioCorp Developments Ltd. on Form S-3 (Nos. 333-257195, 333-254511, and 333-260673) and the Registration Statement of NioCorp Developments Ltd. on Form S-8 (No. 333-222313) of our report dated February 23, 2023 which includes an explanatory paragraph as to GX Acquisition Corp. II’s ability to continue as a going concern with respect to our audits of the financial statements of GX Acquisition Corp. II as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021, which report is included in this Current Report on Form 8-K of NioCorp Developments Ltd filed with the Securities and Exchange Commission on February 28, 2023.

/s/ Marcum llp

Marcum llp

New York, New York

February 28, 2023

Exhibit 99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM

To the Shareholders and Board of Directors of

GX Acquisition Corp. II

Opinion on the Financial Statements

We have audited the accompanying balance sheets of GX Acquisition Corp. II (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph– Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant costs and needs to raise additional funds to meet its obligations and sustain its operations and the Company’s business plan is dependent on the completion of a business combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB**.** Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020**.**

New York, New York

February 23, 2023

PCAOB ID Number 688

GX ACQUISITION CORP. II

BALANCE SHEETS

			December 31,2021
ASSETS
Current assets
Cash	2,483		$	725,875
Prepaid expenses	107,904			525,369
Total Current Assets	110,387			1,251,244
Marketable securities held in Trust Account	303,162,732			300,016,667
TOTAL ASSETS	303,273,119		$	301,267,911
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	6,250,151		$	644,836
Income taxes payable	11,236			—
Promissory note – related party	250,000			—
Total Current Liabilities	6,511,387			644,836
Warrant liabilities	12,376,667			8,360,000
Deferred underwriting fee payable	10,500,000			10,500,000
Total Liabilities	29,388,054			19,504,836
Commitments and Contingencies
Class A common stock, 0.0001 par value; 200,000,000 shares authorized; 30,000,000 subject to possible redemption at 10.10 per share and 10.00 per share redemption value as of December 31, 2022 and 2021, respectively	303,111,446			300,000,000
Stockholders’ Deficit
Preferred stock, 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding	—			—
Class A common stock, 0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding (excluding 30,000,000 shares subject to possible redemption) at December 31, 2022 and 2021, respectively	—			—
Class B common stock, 0.0001 par value; 20,000,000 shares authorized; 7,500,000 shares issued and outstanding at December 31, 2022 and 2021, respectively	750			750
Additional paid-in capital	—			—
Accumulated deficit	(29,227,131	)		(18,237,675	)
Total Stockholders’ Deficit	(29,226,381	)		(18,236,925	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	303,273,119		$	301,267,911

All values are in US Dollars.

The accompanying notes are an integral part of thefinancial statements.

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GX ACQUISITION CORP. II

STATEMENTS OF OPERATIONS

	Year EndedDecember 31,
	2022			2021
Operating costs	$	7,356,748		$	1,391,322
Loss from operations		(7,356,748	)		(1,391,322	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		4,322,641			16,667
Change in fair value of warrant liabilities		(4,016,667	)		12,076,667
Change in fair value of over-allotment option		—			138,932
Warrant transaction costs		—			(744,333	)
Total other income, net		305,974			11,487,933
(Loss) Income before provision for income taxes		(7,050,774	)		10,096,611
Provision for income taxes		(827,236	)		—
Net (loss) income	$	(7,878,010	)	$	10,096,611
Weighted average shares outstanding, Class A common stock		30,000,000			23,342,466
Basic and diluted net (loss) income per share, Class A common stock	$	(0.21	)	$	0.33
Weighted average shares outstanding, Class B common stock		7,500,000			7,500,000
Basic and diluted net (loss) income per share, Class B common stock	$	(0.21	)	$	0.33

The accompanying notes are an integral part of thefinancial statements.

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GX ACQUISITION CORP. II

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021

	Class ACommon Stock				Class BCommon Stock						AdditionalPaid-in			Accumulated			TotalStockholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Equity (Deficit)
Balance – January 1, 2021		—	$	—		8,625,000		$	863		$	24,137		$	(1,450	)	$	23,550
Remeasurement for Class A common stock subject to redemption		—		—		—			—			(987,583	)		(28,332,836	)		(29,320,419	)
Excess cash received over the fair value of the Private Placement Warrants		—		—		—			—			963,333			—			963,333
Forfeiture of Founder Shares		—		—		(1,125,000	)		(113	)		113			—			—
Net income		—		—		—			—			—			10,096,611			10,096,611
Balance – December 31, 2021		—	$	—		7,500,000		$	750		$	—		$	(18,237,675	)	$	(18,236,925	)
Remeasurement for Class A common stock subject to redemption		—		—		—			—			—			(3,111,446	)		(3,111,446	)
Net loss															(7,878,010	)		(7,878,010	)
Balance – December 31, 2022		—	$	—		7,500,000		$	750		$	—		$	(29,227,131	)	$	(29,226,381	)

The accompanying notes are an integral part of thefinancial statements.

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GX ACQUISITION CORP. II

STATEMENTS OF CASH FLOWS

	Year EndedDecember 31,
	2022			2021
Cash Flows from Operating Activities:
Net (loss) income	$	(7,878,010	)	$	10,096,611
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(4,322,641	)		(16,667	)
Change in fair value of warrant liabilities		4,016,667			(12,076,667	)
Change in fair value of over-allotment option		—			(138,932	)
Warrant transaction costs		—			744,333
Changes in operating assets and liabilities:
Prepaid expenses		417,465			(525,369	)
Accounts payable and accrued expenses		5,605,315			643,926
Income taxes payable		11,236			—
Net cash used in operating activities		(2,149,968	)		(1,272,765	)
Cash Flows from Investing Activities:
Investment of cash in Trust Account		—			(300,000,000	)
Cash withdrawn from Trust Account to pay franchise taxes and income taxes		1,176,576			—
Net cash provided by (used in) investing activities		1,176,576			(300,000,000	)
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		—			294,000,000
Proceeds from sale of Private Placement Warrants		—			8,500,000
Proceeds from promissory note – related party		250,000			177,854
Repayment of promissory note – related party		—			(217,854	)
Payment of offering costs		—			(465,820	)
Net cash provided by financing activities		250,000			301,994,180
Net Change in Cash		(723,392	)		721,415
Cash – Beginning		725,875			4,460
Cash – Ending	$	2,483		$	725,875
Non-cash investing and financing activities:
Remeasurement for Class A common stock subject to possible redemption amount	$	3,111,446		$	29,320,419
Deferred underwriting fee payable	$	—		$	10,500,000
Forfeiture of founder shares	$	—		$	(113	)
Supplemental information
Income taxes paid	$	816,050		$	—

The accompanying notes are an integral part of thefinancial statements.

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NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESSOPERATIONS

GX Acquisition Corp. II (the “Company”) is a blank check company incorporated in Delaware on September 24, 2020. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 2022 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and identifying a target company for a Business Combination, including NioCorp. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the marketable securities held in the Trust Account (as defined below).

The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 22, 2021, the Company consummated the Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), generating gross proceeds of $300,000,000, which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,666,667 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, GX Sponsor II LLC (the “Sponsor”), generating gross proceeds of $8,500,000, which is described in Note 4.

Following the closing of the Initial Public Offering on March 22, 2021, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) which have been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

Transaction costs amounted to $17,025,820, consisting of $6,000,000 of underwriting fees, $10,500,000 of deferred underwriting fees ($5,000,000 in the event of the consummation of the Transaction, as defined below, due to a fee reduction as described in Note 6) and $525,820 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of signing a definitive agreement to enter a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

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The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against the proposed Business Combination.

Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

The Company’s Sponsor has agreed (a) to waive its redemption rights with respect to its Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company will have until March 22, 2023 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, including the NioCorp Business Combination, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), the NioCorp businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Business Combination Agreement

On September 25, 2022, the Company, NioCorp Developments Ltd., a company organized under the laws of the Province of British Columbia (“NioCorp”) and Big Red Merger Sub Ltd, a Delaware corporation and a direct, wholly owned subsidiary of NioCorp (“Merger Sub”), entered into a business combination agreement (the “Business Combination Agreement”). The transactions contemplated by the Business Combination Agreement and the Ancillary Agreements (as defined below) are referred to, collectively as the “Transaction.”

Pursuant to the Business Combination Agreement, among other transactions, the following transactions will occur: (i) Merger Sub will merge with and into the Company with the Company surviving the merger (the “First Merger”); (ii) all Public Shares in the Company that are held by stockholders who have not elected to exercise their redemption rights in connection with the Transaction (the “Non-Redeeming Public Stockholders”) shall be converted into shares of Class A common stock in the Company (such shares, the “First Merger Class A Shares”), as the surviving company in the First Merger; (iii) NioCorp will purchase all First Merger Class A Shares in exchange for common shares, no par value, of NioCorp(“NioCorp Common Shares”) (the “Exchange”); (iv) NioCorp will assume the Company’s warrant agreement (the “Warrant Agreement”) and each Company warrant that was issued and outstanding immediately prior to the effective time of the Exchange will be converted into a warrant to acquire NioCorp Common Shares (a “NioCorp Assumed Warrant”); (v) all of the First Merger Class A Shares will be contributed by NioCorp to 0896800 B.C. Ltd., a company organized under the laws of the Province of British Columbia and a direct, wholly owned subsidiary of NioCorp (“Intermediate Holdco”), in exchange for additional shares of Intermediate Holdco, resulting in the Company becoming a direct subsidiary of Intermediate Holdco; (vi) Elk Creek Resources Corporation, a Nebraska corporation and a direct, wholly owned subsidiary of Intermediate Holdco (“ECRC”), will merge with and into the Company with the Company surviving the merger as a direct subsidiary of Intermediate Holdco (the “Second Merger”); and (vii) following the effective time of the Second Merger, each of NioCorp and the Company, as the surviving company of the Second Merger, will effectuate a reverse stock split with the ratio to be mutually agreed by the parties.

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Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each Public Share that is held by a Non-Redeeming Public Stockholder shall be converted into one First Merger Class A Share. In connection with the Exchange, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares. As a result, each Non-Redeeming Public Stockholder will ultimately be issued NioCorp Common Shares. Upon consummation of the Second Merger, each of the First Merger Class A Shares will be converted into 11.1829212 shares of Class A common stock of the Company (each, a “Second Merger Class A Share”), as the surviving company in the Second Merger.

Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each Founder Share in the Company (other than certain shares that may be forfeited in accordance with the support agreement entered into by and among the Company, NioCorp, the Sponsor, and the directors and officers of the Company on September 25, 2022, concurrently with the execution of the Business Combination Agreement) will be converted into one share of Class B common stock in the Company (such shares, the “First Merger Class B Shares”), as the surviving company in the First Merger. Upon consummation of the Second Merger, each of the First Merger Class B Shares will be converted into 11.1829212 shares of Class B common stock of the Company (each, a “Second Merger Class B Share”), as the surviving company in the Second Merger. Each Second Merger Class B Share will be exchangeable into NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement (further described below).

Pursuant to the Business Combination Agreement, in connection with the First Merger and the assumption by NioCorp of the Warrant Agreement, each Company warrant that is issued and outstanding immediately prior to the effective time of the Exchange will be converted into one NioCorp Assumed Warrant pursuant to the Warrant Agreement. Each NioCorp Assumed Warrant will be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Assumed Warrant will be equal to the number of shares of the Company common stock subject to the applicable Company warrant multiplied by 11.1829212, with the applicable exercise price adjusted accordingly.

Following the effective time of the Second Merger, NioCorp will effectuate a reverse stock split of the issued NioCorp Common Shares, and the Company will effectuate a proportionate reverse stock split of the Second Merger Class A Shares and the Second Merger Class B Shares at a to-be-determined ratio.

The Business Combination Agreement may be terminated by the Company or NioCorp under certain circumstances, and NioCorp must pay the Company a termination fee in specified circumstances. As a result of the Transaction, the Company will become a subsidiary of NioCorp.

The Company, NioCorp, the Sponsor and certain directors and officers of the Company (“GXII Holders”) agreed to vote in favor of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”), the Transaction and other proposals that are necessary to effectuate the Transaction. The closing of the Transaction (the “Closing”) with NioCorp is expected to occur in the first quarter of 2023.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, a vote by stockholders to extend the period of time to complete a Business Combination or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with a Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination, including the Transaction.

At this time, it has been determined that none of the IR Act tax provisions have an impact to the Company’s fiscal 2022 tax provision. The Company will continue to monitor for updates to the Company’s business along with guidance issued with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Liquidity and Going Concern

As of December 31, 2022, the Company had $2,483 of cash in its operating bank accounts and working capital deficit of $6,349,764, which excludes $3,162,732 of income earned on the Trust Account, which may be used to pay franchise and income taxes payable. The deficit was primarily due to legal accruals of approximately $6.1 million which are to be paid upon the consummation of the Business Combination.

The Company has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. The Company will need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. On November 14, 2022 and January 11, 2023, the Company issued two unsecured promissory notes in the principal amount of $250,000 and $235,000, respectively, to the sponsor for working capital purposes. The notes are non-interest bearing and payable on the earlier of: (i) March 22, 2023 or, if the Company has extended, in accordance with its organizational documents, the deadline by which it must complete its initial business combination, then such date, as extended by which the Company must complete the business combination, or (ii) the date on which the Company consummates the business combination. As of December 31, 2022 and February 23, 2023, the outstanding working capital loans were $250,000 and $485,000, respectively.

Notwithstanding the foregoing, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. If the Company is unable to complete the Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these financial statements are issued.

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In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board’s (“FASB’s”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 22, 2023, to consummate a Business Combination, including the Transaction. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension of the period of time the Company has to complete a Business Combination has not been approved by the Company’s stockholders, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the insufficient capital and mandatory liquidation, should a Business Combination not occur, and an extension not approved by the stockholders of the Company, and potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 22, 2023. The Company intends to continue to complete a Business Combination, including the Transaction, before the mandatory liquidation date. The Company is within 12 months of its mandatory liquidation date as of the time of filing of this Report.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.

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Marketable Securities Held in Trust Account

At December 31, 2022 and 2021, all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. At December 31, 2022, the Company has withdrawn $1,176,576 of interest income from the Trust Account to pay certain tax obligations.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares of common stock subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2022 and 2021, Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

At December 31, 2022 and 2021, the Class A common stock reflected in the balance sheets is reconciled in the following table:

Gross proceeds	$	300,000,000
Less:
Proceeds allocated to public warrants		(12,900,000	)
Class A common stock issuance costs		(16,420,419	)
Plus:
Remeasurement of carrying value to redemption value		29,320,419
Class A common stock subject to possible redemption at December 31, 2021		300,000,000
Plus:
Remeasurement of carrying value to redemption value		3,111,446
Class A common stock subject to possible redemption at December 31, 2022	$	303,111,446

Warrant Liabilities

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASBASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. See Note 11 for valuation methodology of warrants.

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Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company’s deferred tax asset had a full valuation allowance recorded against it. The effective tax rate was 11.73% and 0.00% for the year ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the year ended December 31, 2022 and 2021, due to changes in fair value in warrant liabilities and the valuation allowance on the deferred tax assets.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely -than -not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure, and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net (Loss) Income per Common Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings per common share as the redemption value approximates fair value.

The calculation of diluted (loss) income per common share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement to purchase an aggregate of 15,666,667 shares of Class A common stock in the calculation of diluted (loss) income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented.

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The following table reflects the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts):

	Year Ended December 31,
	2022						2021
	Class A			Class B			Class A		Class B
Basic and diluted net (loss) income per common share
Numerator:
Allocation of net (loss) income, as adjusted	$	(6,302,408	)	$	(1,575,602	)	$	7,641,406	$	2,455,205
Denominator:
Basic and diluted weighted average shares outstanding		30,000,000			7,500,000			23,342,466		7,500,000
Basic and diluted net (loss) income per common share	$	(0.21	)	$	(0.21	)	$	0.33	$	0.33

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts reported in the accompanying balance sheets, primarily due to their short-term nature, except for warrant liabilities (see Note 11.)

Recent Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The impact of the adoption of ASU 2020-06 is being assessed by the Company, however no significant impact on the financial statements is anticipated.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-third of one redeemable warrant . Each whole public warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 9).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,666,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant ($8,500,000 in the aggregate). The fair value of the warrants as of the Initial Public Offering was $1.33. The excess cash received over the fair value of the Private Placement Warrants was $963,333 and is reflected in additional paid-in capital on the statements of changes in stockholders’ deficit for the year ended December 31, 2022. Each Private Placement Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

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NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On October 13, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration for 10,062,500 shares of Class B common stock (the “Founder Shares”). In February 2021, the Sponsor returned to the Company, at no cost, 1,437,500 Founder Shares, which were canceled, resulting in an aggregate of 8,625,000 Founder Shares outstanding. The Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture by the Sponsor. In May 2021, the underwriter’s over-allotment option expired, and as a result, 1,125,000 Founder Shares were forfeited.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company agreed, commencing on March 17, 2021, to pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the year ended December 31, 2022, the Company incurred $240,000 in fees for these services, of which $20,000 is included in accrued expenses of the Company’s accompanying balance sheet. For the year ended December 31, 2021, the Company incurred and paid $200,000 in fees for these services.

Promissory Note – Related Party

On September 24, 2020, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and was payable on the earlier of June 30, 2021 or the completion of the Initial Public Offering. As of March 22, 2021, there was $217,854 outstanding under the Note, which was due on demand. The outstanding balance under the Note of $217,854 was subsequently repaid on March 23, 2021. Borrowings under the Promissory Note are no longer available.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required in the form of Working Capital Loans. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.

On November 14, 2022 and January 11, 2023, the Company issued two unsecured promissory notes in the principal amount of $250,000 and $235,000, respectively, to the sponsor for working capital purposes. The notes were non-interest bearing and payable on the earlier of: (i) March 22, 2023 or, if the Company has extended, in accordance with its organizational documents, the deadline by which it must complete its Business Combination, then such date, as extended by which the Company must complete the Business Combination, or (ii) the date on which the Company consummates the Business Combination. As of December 31, 2022 and 2021, there was $250,000 and $0 of Working Capital Loans outstanding, respectively. As of February 23, 2023, there was $485,000 of Working Capital Loans outstanding.

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NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

Pursuant to a registration rights agreement entered into on March 17, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

NioCorp Business Combination Agreement

On September 25, 2022, the Company, NioCorp and Merger Sub entered into the NioCorp Business Combination Agreement. As a result of the Transaction, the Company will become a subsidiary of NioCorp.

The terms of the NioCorp Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the Transaction, are summarized below.

Structure

Pursuant to the NioCorp Business Combination Agreement, among other transactions, the following transactions will occur: (i) Merger Sub will merge with and into the Company with the Company surviving the merger (the “First Merger”); (ii) all public shares in the Company that are held by stockholders who have not elected to exercise their redemption rights in connection with the Transaction (the “Non-Redeeming Public Stockholders”) shall be converted into shares of Class A common stock in the Company (such shares, the “First Merger Class A Shares”), as the surviving company in the First Merger; (iii) NioCorp will purchase all First Merger Class A Shares in exchange for common shares, no par value, of NioCorp (“NioCorp Common Shares”) (the “Exchange”); (iv) NioCorp will assume the Company’s warrant agreement (the “Warrant Agreement”) and each Company warrant that was issued and outstanding immediately prior to the effective time of the Exchange will be converted into a warrant to acquire NioCorp Common Shares (a “NioCorp Assumed Warrant”); (v) all of the First Merger Class A Shares will be contributed by NioCorp to 0896800 B.C. Ltd., a company organized under the laws of the Province of British Columbia and a direct, wholly owned subsidiary of NioCorp (“Intermediate Holdco”), in exchange for additional shares of Intermediate Holdco, resulting in the Company becoming a direct subsidiary of Intermediate Holdco; (vi) Elk Creek Resources Corporation, a Nebraska corporation and a direct, wholly owned subsidiary of Intermediate Holdco (“ECRC”), will merge with and into the Company with the Company surviving the merger as a direct subsidiary of Intermediate Holdco (the “Second Merger”); and (vii) following the effective time of the Second Merger, each of NioCorp and the Company, as the surviving company of the Second Merger, will effectuate a reverse stock split with the ratio to be mutually agreed by the parties.

Upon the full execution of the NioCorp Business Combination Agreement, the Company shall immediately case any discussions or negotiations, and is not permitted to search for, or negotiate or contract with, any other companies related to a business combination other than NioCorp,

Consideration

Pursuant to the NioCorp Business Combination Agreement, upon consummation of the First Merger, each public share that is held by a Non-Redeeming Public Stockholder shall be converted into one First Merger Class A Share. In connection with the Exchange, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares. As a result, each Non-Redeeming Public Stockholder will ultimately be issued NioCorp Common Shares. Upon consummation of the Second Merger, each of the First Merger Class A Shares will be converted into 11.1829212 shares of Class A common stock of the Company (each, a “Second Merger Class A Share”), as the surviving company in the Second Merger.

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Pursuant to the NioCorp Business Combination Agreement, upon consummation of the First Merger, each founder share in the Company (other than certain shares that may be forfeited in accordance with the support agreement entered into by and among the Company, NioCorp, the Sponsor, and the directors and officers of the Company on September 25, 2022, concurrently with the execution of the NioCorp Business Combination Agreement) will be converted into one share of Class B common stock in the Company (such shares, the “First Merger Class B Shares”), as the surviving company in the First Merger. Upon consummation of the Second Merger, each of the First Merger Class B Shares will be converted into 11.1829212 shares of Class B common stock of the Company (each, a “Second Merger Class B Share”), as the surviving company in the Second Merger. Each Second Merger Class B Share will be exchangeable into NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement (further described below).

Pursuant to the NioCorp Business Combination Agreement, in connection with the First Merger and the assumption by NioCorp of the Warrant Agreement, each Company warrant that is issued and outstanding immediately prior to the effective time of the Exchange will be converted into one NioCorp Assumed Warrant pursuant to the Warrant Agreement. Each NioCorp Assumed Warrant will be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Assumed Warrant will be equal to the number of shares of the Company common stock subject to the applicable Company warrant multiplied by 11.1829212, with the applicable exercise price adjusted accordingly.

The Company’s units, public shares, and public warrants are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “GXIIU”, “GXII” and “GXIIW”, respectively. The NioCorp Common Shares are traded on the TSX under the symbol “NB” and on the OTC Markets trading platform under the symbol “NIOBF”. NioCorp currently anticipates that, following the Transaction, the NioCorp Common Shares will trade on Nasdaq and will continue to trade on the TSX. In addition, NioCorp anticipates that, following the Transaction, the NioCorp Assumed Warrants will trade on Nasdaq. NioCorp intends to apply for listing of the NioCorp Common Shares and NioCorp Assumed Warrants on Nasdaq. See “Closing Conditions” below. Neither Nasdaq nor the TSX has conditionally approved any NioCorp listing application in connection with the Transaction and there is no assurance that such exchanges will approve the listing applications.

Closing

The Closing will be no later than the second business day following the satisfaction or waiver of all of the closing conditions in the NioCorp Business Combination Agreement (the “Closing Date”). It is expected that the Closing will occur in the first quarter of 2023.

Termination and Termination Fees

The NioCorp Business Combination Agreement may be terminated by the Company or NioCorp under certain circumstances. Upon termination, in specified circumstances, NioCorp must pay the Company a termination fee of $15,000,000 (the “Base Termination Fee”). Such specified circumstances include, among others, termination of the Business Combination Agreement by NioCorp in order to enter into an agreement providing for a superior proposal, termination by the Company for a change of recommendation of the NioCorp Board, or a material breach of certain of NioCorp’s covenants relating to soliciting acquisition proposals.

In addition, the NioCorp Business Combination Agreement provides that, upon termination of the NioCorp Business Combination Agreement in specified circumstances, NioCorp is required to pay a termination fee in the amount of $25,000,000 (the “Intentional Breach Termination Fee”). Such specified circumstances include, among others, termination by the Company as a result of a willful and material breach by NioCorp such that certain conditions to Closing would not be satisfied at Closing (subject to a cure period), or as a result of NioCorp’s failure to consummate the closing of the Transaction within five business days after all the conditions to Closing have been satisfied and the Company has irrevocably confirmed in writing that it is prepared to consummate the Closing.

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The NioCorp Business Combination Agreement further provides that, upon a termination of the Business Combination Agreement whereupon the Company will be entitled to the Base Termination Fee or the Intentional Breach Termination Fee, NioCorp is also required to pay an amount equal to the sum of all documented and reasonable out-of-pocket expenses paid or payable by the Company and the Sponsor in connection with the Business Combination Agreement and the Transaction, not to exceed $5,000,000.

Pursuant to the NioCorp Business Combination Agreement, in no event will the Company be entitled to both the Base Termination Fee and the Intentional Breach Termination Fee.

Closing Conditions

The consummation of the Transaction is subject to the satisfaction or waiver of certain customary closing conditions contained in the NioCorp Business Combination Agreement, including, among other things, (i) obtaining required approvals of the Transaction and related matters by the respective stockholders of the Company and NioCorp, (ii) the effectiveness of the registration statement of NioCorp on Form S-4 registering the issuance of certain NioCorp securities in connection with the Transaction, (iii) receipt of approval for listing the NioCorp Common Shares to be issued in connection with the Transaction on Nasdaq, subject to notice of issuance, (iv) receipt of approval for listing the NioCorp Assumed Warrants to be issued in connection with the Transaction on Nasdaq, subject to notice of issuance, (v) receipt of approval from the TSX with respect to the issuance and listing of the NioCorp Common Shares issuable in connection with the Transaction, (vi) that NioCorp and its subsidiaries (including the Company, as the surviving company of the Second Merger) will have at least $5,000,001 of net tangible assets upon the consummation of the Transaction and after payment of underwriters’ fees or commissions, (vii) that, at Closing, NioCorp and its subsidiaries (including the Company, as the surviving company of the Second Merger) will have received cash in an amount equal to or greater than $15,000,000, in connection with the Transaction, subject to certain adjustments and (viii) the absence of any injunctions enjoining or prohibiting the consummation of the NioCorp Business Combination Agreement.

Registration Rights Agreement and Lock-Up

Pursuant to the NioCorp Business Combination Agreement, in connection with the Closing, the Company, the Sponsor, in its capacity as a stockholder of the Company, the directors and officers of the Company (the “GXII Holders”), the directors and officers of NioCorp (the “NioCorp Holders” and, together with the Sponsor and the GXII Holders, the “Holders”) will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, NioCorp will be obligated to file a shelf registration statement to register the resale of certain securities of NioCorp held by the Holders after the Closing. The Registration Rights Agreement will also provide the Holders with certain “demand” and “piggy-back” registration rights, subject to certain requirements and customary conditions.

In addition, the Registration Rights Agreement will provide that the Sponsor and the NioCorp Holders will be subject to “lock-up” restrictions on transfer of NioCorp securities held by them after the Closing for the period beginning on the Closing Date and ending on the earlier of (i) one year after the Closing and (ii) subsequent to the Closing (a) the date on which the volume-weighted average price of the NioCorp Common Shares on the principal securities exchange or market on which such securities are then traded has equaled or exceeded the quotient of $13.42 per share divided by 11.1829212 (as adjusted for stock splits (including the reverse stock split), recapitalizations and similar events) for 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date or (b) the date on which NioCorp completes a liquidation, merger, capital stock exchange, reorganization or similar transaction that results in all of NioCorp’s shareholders having the right to exchange their NioCorp Common Shares for cash, securities or other property.

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Exchange Agreement

Pursuant to the NioCorp Business Combination Agreement, in connection with the Closing, the Company, the Sponsor and NioCorp will enter into an exchange agreement (the “Exchange Agreement”), pursuant to which, among other things, the Sponsor will be entitled to exchange any or all of its shares of Second Merger Class B Shares in the Company for NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement. Under certain circumstances, and subject to certain exceptions, NioCorp may instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement in cash, in lieu of NioCorp Common Shares, based on a volume-weighted average price of NioCorp Common Shares.

GXII Support Agreement

On September 25, 2022, concurrently with the execution of the NioCorp Business Combination Agreement, the Company, NioCorp, the Sponsor, and the GXII Holders entered into a support agreement (the “GXII Support Agreement”), pursuant to which the Sponsor and the GXII Holders agreed, among other things, to vote in favor of (i) an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “GXII Charter”) to eliminate the automatic conversion of shares of Class B Common Stock of the Company, all of which are held by the Sponsor, into Class A common stock of the Company at the time of a Business Combination (as defined in the GXII Charter), (ii) the Transaction, and (iii) any other proposals that are necessary to effectuate the Transaction. With respect to certain Second Merger Class B Shares that are subject to an earnout period, the Sponsor and the GXII Holders also agreed not to transfer such shares until NioCorp Common Shares achieve a trading price exceeding certain dollar thresholds set forth in the GXII Support Agreement, subject to the terms and conditions contemplated by the GXII Support Agreement. Such shares will be forfeited if the NioCorp Common Shares do not achieve the specified trading prices prior to the tenth anniversary of the Closing Date.

NioCorp Support Agreement

On September 25, 2022, concurrently with the execution of the NioCorp Business Combination Agreement, the Company, NioCorp and the NioCorp Holders entered into a support agreement (the “NioCorp Support Agreement” and, collectively with the Registration Rights Agreement, the Exchange Agreement, and the GXII Support Agreement, the “Ancillary Agreements”), pursuant to which the NioCorp Holders agreed, among other things, to vote in favor of (i) the issuance of the NioCorp securities issuable in connection with the Transaction, (ii) an amendment to the articles of NioCorp, as amended effective January 27, 2015, to comply with applicable listing requirements of Nasdaq, and (iii) any other proposals that are necessary to effectuate the Transaction.

The NioCorp Business Combination Agreement and the Ancillary Agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2022. The forgoing descriptions of each of the Business Combination Agreement and the Ancillary Agreements are qualified in their entirety by reference to the full text of such agreement filed as an exhibit to this Report.

Underwriting Agreement

The underwriters of the Initial Public Offering of the Company were initially entitled to a deferred fee of $0.35 per Unit, or $10,500,000 in the aggregate. On September 6, 2022, the Company entered into a fee reduction agreement with the underwriters where the underwriters have agreed to forfeit $5,500,000 of the aggregate $10,500,000 deferred fee contingent upon the Closing. Upon the Closing, the deferred fee will be paid to the underwriters as follows: (1) $2,000,000 in cash from the amounts held in the Trust Account and (2) $3,000,000 in NioCorp Common Shares, subject to the terms of the underwriting agreement.

Advisory Agreement

The Company has engaged BTIG, LLC (“BTIG”) as an advisor in connection with a Business Combination to assist the Company in holding meetings with stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company initially agreed to pay BTIG a cash fee for such services upon the consummation of a Business Combination in an amount equal to $2,000,000. On September 14, 2022, the Company entered into a fee reduction agreement with BTIG, pursuant to which BTIG agreed to forfeit its right to receive $1,047,618 of the advisory fee contingent upon the Closing. Upon the Closing, the advisory fee will become payable in $382,382 in cash and $570,000 in NioCorp Common Shares. If the Transaction is not consummated, BTIG will not be entitled to the advisory fee.

Legal Proceedings

The board has received a demand from a putative stockholder, dated November 21, 2022 (the “Demand”), alleging that the NioCorp Registration Statement is materially misleading and/or omits material information with respect to the Transactions. The Demand seeks the issuance of corrective disclosures in an amendment or supplement to the NioCorp Registration Statement.

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NOTE 7. CLASS A COMMON STOCK SUBJECT TO POSSIBLEREDEMPTION

Class A Common Stock — The Company is authorized to issue up to 200,000,000 shares of Class A common stock, $0.0001 par value. At December 31, 2022 and 2021, there were 30,000,000 shares of Class A common stock issued and outstanding, which are subject to possible redemption and classified as temporary equity.

NOTE 8. STOCKHOLDERS’ DEFICIT

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, $0.0001 par value. At December 31, 2022 and 2021, there were no preferred shares issued or outstanding.

Class B Common Stock — The Company is authorized to issue up to 20,000,000 shares of Class B common stock, $0.0001 par value. At December 31, 2022 and 2021, there were 7,500,000 shares of Class B common stock issued and outstanding. In May 2021, 1,125,000 shares were forfeited as a result of the expiration of the underwriter’s over-allotment option.

Holders of Class A common stock and Class B common stock will vote together as a single class on all other matters submitted to a vote of stockholders, except as required by law. Holders of the Company’s common stock are entitled to one vote for each share.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of a Business Combination on a one-for-one basis (subject to adjustment). In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business Combination, and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

NOTE 9. WARRANTS

Public warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the public warrants. The public warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the Initial Public Offering. The public warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a public warrant and will have no obligation to settle such public warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the public warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination or within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

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Once the warrants become exercisable, the Company may call the warrants for redemption (except as described with respect to the Private Placement Warrants):

●	in whole and not in part;
●	at a price of $0.01 per warrant;
●	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
●	if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business days before the Company sends to the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the public warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common stock issuable upon exercise of the public warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of public warrants will not receive any of such funds with respect to their public warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such public warrants. Accordingly, the public warrants may expire worthless.

In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the public warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will and the common shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. As of December 31, 2022 and 2021, there were 10,000,000 public warrants and 5,666,667 Private Placement Warrants outstanding.

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NOTE 10. INCOME TAX

The Company did not have any significant deferred tax assets or liabilities as of December 31, 2022 and 2021.

The Company’s net deferred tax assets at December 31, 2022 and 2021 are as follows:

	December 31,			December 31,
	2022			2021
Deferred tax assets
Net operating loss carryforward	$	—		$	38,508
Startup/Organization expenses		1,750,976			250,170
Total deferred tax assets		1,750,976			288,678
Valuation allowance		(1,750,976	)		(288,678	)
Deferred tax assets, net of valuation allowance	$	—		$	—

The income tax provision for the year ended December 31, 2022 and 2021 consists of the following:

	For the Year EndedDecember 31,			For the Year EndedDecember 31,
	2022			2021
Federal
Current	$	827,236		$	—
Deferred		(1,462,298	)		(288,678	)
State and Local
Current		—			—
Deferred		—			—
Change in valuation allowance		1,462,298			288,678
Income tax provision	$	827,236		$	—

As of December 31, 2022 and 2021, the Company had $0 and $183,373, respectively, of U.S. federal net operating loss carryovers available to offset future taxable income.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $1,462,298 and $288,678, respectively.

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A reconciliation of the federal income tax rate to the Company’s effective tax rate for the year ended December 31, 2022 and 2021 is as follows:

	For the Year EndedDecember 31,			For the Year EndedDecember 31,
	2022			2021
Statutory federal income tax rate		21.00	%		21.00	%
State taxes, net of federal tax benefit		0.00	%		0.00	%
Change in fair value of warrant liabilities		(11.96	)%		(25.12	)%
Change in fair value of over-allotment option		0.00	%		(0.29	%
Warrant transaction costs		0.00	%		1.55	%
Valuation allowance		(20.77	)%		2.86	%
Income tax provision		11.73	%		0.00	%

The Company files income tax returns in the U.S. federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open and subject to examination.

NOTE 11. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3:	Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

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The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description		December 31,2022		December 31,2021
Assets:
Marketable securities held in Trust Account	1	$	303,162,732	$	300,016,667
Liabilities:
Warrant Liability – public warrants	1		7,900,000		5,300,000
Warrant Liability – Private Placement Warrants	3		4,476,667		3,060,000

Warrants

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within gain on warrants liabilities in the statements of operations.

The public warrants and Private Placement Warrants were initially valued using a Monte Carlo Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own public warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the public warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Placement Warrants. For periods subsequent to the detachment of the public warrants from the Units, the close price of the public warrant was used as the fair value as of each relevant date.

The key inputs into the Monte Carlo simulation model for the Private Placement Warrants were as follows at December 31, 2022 and 2021:

Input	December 31,<br><br> <br>2022			December 31,<br><br> <br>2021
Risk-free interest rate		4.03	%		1.33	%
Trading days per year		250			250
Term (in years)		5.0			5.0
Expected volatility		0.0	%		8.0	%
Exercise price	$	11.50		$	11.50
Stock Price	$	10.01		$	9.69

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The following table presents the changes in the fair value of Level 3 warrant liabilities for the year ended December 31, 2022:

	PrivatePlacement			Public			WarrantLiabilities
Fair value as of January 1, 2021	$	—		$	—		$	—
Initial fair value as of March 22, 2021		7,536,667			12,900,000			20,436,667
Change in valuation inputs or other assumptions		(4,476,667	)		(3,700,000	)		(8,176,667	)
Transfer to Level 1		—			(9,200,000	)		(9,200,000	)
Fair value as of December 31, 2021		3,060,000			—			3,060,000
Change in valuation inputs or other assumptions		1,416,667			—			1,416,667
Fair value as of December 31, 2022	$	4,476,667		$	—		$	4,476,667

Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The estimated fair value of the public warrants that transferred from a Level 3 measurement to a Level 1 fair value measurement during the years ended December 31, 2022 and 2021 was $0 and $9,200,000, respectively. There were no other transfers to/from Levels 1, 2, and 3 during the years ended December 31, 2022 and 2021.

Over-allotment Option

Upon the closing of the Initial Public Offering on March 22, 2021, the Company granted the underwriters a 45-day option to purchase up to an additional 4,500,000 units at the Initial Public Offering price to cover over-allotments, if any. The over-allotment option was classified as a liability under ASC 480 and measured at fair value at inception. Changes in fair value of $138,932 were recognized and presented in the statement of operations for the year ended December 31, 2021. The underwriters did not exercise their over-allotment option before the expiration date and as a result, 1,125,000 Founder Shares were forfeited, and the over-allotment option liability was derecognized.

NOTE 12. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Working Capital Loan

On January 11, 2023, the Company issued an unsecured promissory note in the principal amount of $235,000 to the sponsor for working capital purpose. This note is non-interest bearing and payable on the earlier of: (i) March 22, 2023 or, if the Company has extended, in accordance with its organizational documents, the deadline by which it must complete its initial business combination, then such date, as extended by which the Company must complete the business combination, or (ii) the date on which the Company consummates the business combination. The principal balance may be prepaid at any time.

Extension Proxy Statement

On February 9, 2023, the Company filed with the SEC a definitive proxy statement providing notice of an Extension Meeting to consider proposals to (i) amend the Company’s Amended and Restated Certificate of Incorporation to extend the date by which the Company has to consummate a business combination from March 22, 2023 to June 22, 2023 and (ii) adjourn the Extension Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there were not sufficient votes to approve one or more proposals presented to stockholders for vote at the Extension Meeting. The Extension Meeting is scheduled to be held on March 20, 2023 via a live webcast. Only holders of record of our common stock at the close of business on January 24, 2023 are entitled to receive the notice of the Extension Meeting and to vote at the meeting and any adjournments or postponements thereof.

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Exhibit 99.2

UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of NioCorp and GX as adjusted to give effect to the Transactions (including the Yorkville Financings). The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and accompanying notes, which are included in or incorporated by reference into this joint proxy statement/prospectus:

●	the (i) historical audited consolidated financial statements of NioCorp as of and for the fiscal year ended June 30, 2022 and (ii) historical unaudited condensed consolidated financial statements of NioCorp as of and for the six months ended December 31, 2022; and
●	the (i) historical audited financial statements of GX as of and for the years ended December 31, 2022 and 2021, (ii) historical unaudited condensed financial statements of GX as of and for the six months ended June 30, 2022 and 2021, and historical unaudited condensed financial statements of GX as of and for the six months ended December 31, 2022.
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The Transactions will be accounted for as a recapitalization in accordance with GAAP. Under this method of accounting, GX will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on:

●	predecessor NioCorp Shareholders’ voting interest in the Combined Company;
●	the predecessor NioCorp Board having seven members that are retained into the Combined Company Board of nine members, thereby representing the majority of the members of the Combined Company Board;
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●	predecessor NioCorp management continuing to hold executive management roles for the post-combination company and being responsible for the day-to-day operations;
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●	the post-combination company assuming the NioCorp and Elk Creek Resources names;
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●	the pre-existing NioCorp headquarters will be maintained; and
---	---
●	the intended strategy of the Combined Company being a continuation of predecessor NioCorp strategy, primarily the development of the Elk Creek Project.
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Accordingly, the Transactions will be treated as a capital transaction of the issuance of NioCorp Common Shares for the net assets of GX, accompanied by a recapitalization. The net assets of GX will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of NioCorp.

The unaudited pro forma condensed combined balance sheet as of December 31, 2022 combines the historical unaudited condensed consolidated balance sheet of NioCorp as of December 31, 2022 and the historical audited balance sheet of GX as of December 31, 2022 on a pro forma basis as if the Transactions, summarized below, had been consummated on December 31, 2022.

The unaudited pro forma condensed combined statement of operations for the six months ended December 31, 2022 combines the historical unaudited interim condensed consolidated statement of operations of NioCorp for the six months ended December 31, 2022 and the aggregated historical unaudited interim condensed statement of operations of GX for the six month period from July 1, 2022 through December 31, 2022 on a pro forma basis as if the Transactions, summarized below, had been consummated on July 1, 2021, the beginning of the earliest period presented.

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The unaudited pro forma condensed combined statement of operations for the year ended June 30, 2022 combines the historical audited consolidated statement of operations of NioCorp for the fiscal year ended June 30, 2022 and the aggregated historical unaudited condensed statement of operations of GX for the six month period from July 1, 2021 through December 31, 2021 and for the six month period from January 1, 2022 through June 30, 2022 on a pro forma basis as if the Transactions, summarized below, had been consummated on July 1, 2021, the beginning of the earliest period presented.

This unaudited pro forma condensed combined financial information is for informational purposes only and does not purport to indicate the results that would have been obtained had the Transactions actually been completed on the assumed date or for the periods presented, nor which may be realized or expected in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. See “Notes to the Unaudited Pro Forma CondensedCombined Financial Information.” Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

Description of the Transactions

On September 25, 2022, NioCorp entered into the Business Combination Agreement with GX and Merger Sub. Pursuant to the Business Combination Agreement, among other things, the following transactions will occur. Merger Sub will merge with and into GX, with GX surviving the merger (the “First Merger”). Upon consummation of the First Merger, each GX Class A Share that is held by a GX Public Stockholder who has not elected to exercise their redemption rights shall be converted into a First Merger Class A Share. Immediately following the First Merger, NioCorp will exercise its unilateral option to purchase each First Merger Class A Share in exchange for 11.1829212 NioCorp Common Shares (the “Exchange”). Immediately following the Exchange, the First Merger Class A Shares then held by NioCorp will be contributed to Intermediate Holdco, a direct, wholly owned subsidiary of NioCorp, in exchange for additional shares of Intermediate Holdco (the “Contribution”). Immediately following the Contribution, ECRC will merge with and into the GX, with GX surviving the merger (the “Second Merger”) as a direct subsidiary of Intermediate Holdco.

Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each Class B share in GX (other than certain shares that may be forfeited in accordance with the GX Support Agreement) will be converted into one share of Class B common stock in GX (the “First Merger Class B Shares”), as the surviving company in the First Merger. Upon consummation of the Second Merger, each of the First Merger Class B Shares will be converted into 11.1829212 Class B common shares of GX (each a “Second Merger Class B Share”), as the surviving company in the Second Merger, in a private placement. Each Second Merger Class B Share will be exchangeable into NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement as further discussed in Note 4 of the Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Each GX Warrant that is issued and outstanding immediately prior to the Exchange Time will be converted into one NioCorp Assumed Warrant pursuant to the GX Warrant Agreement. Each NioCorp Assumed Warrant will be exercisable solely for NioCorp Common Shares, and the number of NioCorp Common Shares subject to each NioCorp Assumed Warrant will be equal to the number of shares of GX Common Stock subject to the applicable GX Warrant multiplied by 11.1829212, with the applicable exercise price adjusted accordingly.

At the completion of the Second Merger, ownership of the NioCorp Common Shares outstanding held by GX Public Stockholders, the Sponsor, NioCorp Shareholders, and others, excluding Earnout Shares and NioCorp Assumed Warrants, will be as shown in the following table:

	No Redemption		Maximum Redemption
Ownership Group:	Shares	Ownership	Shares	Ownership
GXII Class A (public stockholders)	335,487,636	50.0%	10,400,116	3.0%
GXII Class B (founders)^(1)^	47,658,814	7.1%	47,658,814	13.8%
Others^(2)^	4,827,930	0.7%	4,827,930	1.4%
NioCorp Shareholders	282,420,651	42.2%	282,420,651	81.8%
	670,395,031	100.0%	345,307,511	100.0%
(1)	Excludes 34,239,308 Earnout Shares that are unvested and held by the GX Class B stockholders.
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(2)	Includes 3,321,327 NioCorp Common Shares issued to Cantor Fitzgerald, 880,360 NioCorp Common Shares issued under the Equity Facility,<br>and 626,243 NioCorp Common Shares issued to BTIG.
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Following the effective time of the Second Merger, NioCorp will effectuate a reverse stock split of the issued NioCorp Common Shares, and GX will effectuate a proportionate reverse stock split of the Second Merger Class A Shares and the Second Merger Class B Shares at a to-be-determined ratio.

On January 26, 2023, NioCorp entered into the Yorkville Convertible Debt Financing Agreement. The Yorkville Convertible Debt Financing Agreement is intended to be used, in part, to satisfy the fees and expenses incurred in connection with the Transactions, if required.

Pursuant to the Yorkville Convertible Debt Financing Agreement, Yorkville and any investor that exercises its contractual right previously granted by NioCorp to participate in the Yorkville Convertible Debt Financing (collectively with Yorkville, the “Investors”) will advance $15,360,000 to NioCorp, to take place in two closings (each a “Debenture Closing”), in consideration of the issuance by NioCorp to the Investors of $16,000,000 aggregate principal amount (the “Principal Amount”) of NioCorp Convertible Debentures.

Pursuant to the terms of the Yorkville Convertible Debt Financing Agreement, the Investors will advance (a) an initial total amount of $9,600,000 to NioCorp in consideration of the issuance by NioCorp to the Investors of $10,000,000 aggregate principal amount of NioCorp Convertible Debentures at the time of Closing (the “First Debenture Closing”), and (b) an additional total amount of $5,760,000 to NioCorp in consideration of the issuance by NioCorp to the Investors of $6,000,000 aggregate principal amount of NioCorp Convertible Debentures on a date to be determined at the election of NioCorp, but which may not be prior to the later to occur of (i) the date of filing of the registration statement registering the resale by the Investors of the NioCorp Common Shares issuable upon the conversion of the NioCorp Convertible Debentures and the exercise of the NioCorp Financing Warrants under the Securities Act (the “Convertible Debt Financing Registration Statement”) and (ii) the date of Closing.

Each NioCorp Convertible Debenture issued under the Yorkville Convertible Debt Financing will be an unsecured obligation of NioCorp, will have an 18-month term from the First Debenture Closing, which may be extended for one six-month period in certain circumstances at NioCorp’s option, and will incur a simple interest rate obligation of 5.0% per annum (which will increase to 15.0% per annum upon the occurrence of an event of default). The outstanding principal amount of, and accrued and unpaid interest, if any, and premium, if any, on, the NioCorp Convertible Debentures must be paid by NioCorp in cash when the same becomes due and payable under the terms of the NioCorp Convertible Debentures at stated maturity, upon redemption or otherwise.

Holders of the NioCorp Convertible Debentures will be entitled to convert each NioCorp Convertible Debenture, from time to time over their term, into a number of NioCorp Common Shares equal to the quotient of the principal amount and accrued and unpaid interest, if any, being converted divided by the Conversion Price. The “Conversion Price” means, as of any Conversion Date (as defined below) or other date of determination, the greater of (i) 90% of the average of the daily U.S. dollar VWAPs (as defined below) of the NioCorp Common Shares on the principal U.S. market for the NioCorp Common Shares (or, if the NioCorp Common Shares are not then listed on a principal U.S. market for the applicable period, on the exchange on which the NioCorp Common Shares are then listed as quoted on Bloomberg Financial Markets (or, if not available, a similar service provider of national recognized standing)) as reported by Bloomberg Financial Markets (or, if not available, a similar service provider of national recognized standing) during the five consecutive trading days immediately preceding the date on which the holder exercises its conversion right in accordance with the requirements of the Yorkville Convertible Debt Financing Agreement (the “Conversion Date”) or other date of determination, unless NioCorp consents to conversion at a lower price, and (ii) the five-day VWAP (expressed in U.S. dollars, based on the daily average CAD/USD exchange rate published by the Bank of Canada on the last day of the relevant calculation period) of the NioCorp Common Shares on the TSX (or on the principal U.S. market if the majority of the trading volume and value of the NioCorp Common Shares occurred on the Nasdaq Capital Market during the relevant period) for the five consecutive trading days immediately prior to the Conversion Date or other date of determination less the maximum applicable discount allowed by the TSX. Notwithstanding the foregoing, if at any time it shall be a condition to listing or continued listing of the NioCorp Common Shares on the Nasdaq or such other principal U.S. market for the NioCorp Common Shares that the Conversion Price be not less than a minimum price (the “Floor Price”), then NioCorp and the holders of the NioCorp Convertible Debentures will negotiate in good faith to amend the NioCorp Convertible Debentures to provide that the Conversion Price shall not be less than a Floor Price that satisfies such condition. Any Floor Price would be subject to adjustment to give effect to any stock dividend, stock split or recapitalization. No fractional NioCorp Common Shares will be issued upon conversion of the NioCorp Convertible Debentures. As to any fraction of a NioCorp

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Common Share to which the holder would otherwise be entitled upon such conversion, NioCorp will round down to the next whole NioCorp Common Share.

During any calendar month, each Investor (together with its affiliates) must limit conversions below the Fixed Conversion Price (as defined below) to the product of (a) the percentage of the total Principal Amount of the NioCorp Convertible Debentures represented by the NioCorp Convertible Debentures that were purchased by such Investor (together with its affiliates) and (b) the greater of (1) 20% of the monthly trading value of the NioCorp Common Shares on the principal U.S. market for the NioCorp Common Shares during the calendar month (or, if the NioCorp Common Shares have not been trading on the principal U.S. trading market for the NioCorp Common Shares for such period, 20% of the monthly trading value of the NioCorp Common Shares on the TSX) or (2) $2,250,000 in principal amount of the NioCorp Convertible Debentures. The “Fixed Conversion Price” means the quotient of (i) $10.00 divided by (ii) 11.1829212 (being the number of NioCorp Common Shares that will be exchanged for each share of GX pursuant to the Business Combination Agreement at the Closing), subject to adjustment to give effect to any stock dividend, stock split or recapitalization.

No Investor will have the right to convert a NioCorp Convertible Debenture into NioCorp Common Shares, or otherwise receive NioCorp Common Shares pursuant to the Yorkville Convertible Debt Financing (including with respect to the exercise of NioCorp Financing Warrants), in an amount that would result in such Investor (or its affiliates) beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) more than 4.99% of the NioCorp Common Shares outstanding immediately after giving effect to such conversion or receipt of shares (the “Beneficial Ownership Limitation”); provided that an Investor may waive the Beneficial Ownership Limitation as to itself upon not less than 65 days’ prior notice to NioCorp. Furthermore, no Investor will have the right to convert a NioCorp Convertible Debenture into NioCorp Common Shares, or otherwise receive NioCorp Common Shares pursuant to the Yorkville Convertible Debt Financing (including with respect to the exercise of NioCorp Financing Warrants), in an amount that would result in (a) a “change of control” under the rules and regulations of Nasdaq (the “Change of Control Limitation”), (b) the issuance of a number of NioCorp Common Shares that, together with the number of NioCorp Common Shares issued to any person pursuant to any prior conversion(s) of the NioCorp Convertible Debentures and any prior exercise(s) of the NioCorp Financing Warrants, would exceed 19.99% of the NioCorp Common Shares outstanding immediately prior to the effective date of the Yorkville Convertible Debt Financing Agreement (the “Issuance Limitation”) or (c) such Investor, together with any joint actors, beneficially owning or controlling (as determined in accordance with applicable securities laws in the Province of Ontario) more than 19.99% of the NioCorp Common Shares outstanding immediately after giving effect to such conversion or receipt of NioCorp Common Shares (the “TSX Cap”), except that the Change of Control Limitation, the Issuance Limitation and the TSX Cap shall not apply if the NioCorp Shareholders have approved issuances of NioCorp Common Shares in excess of the Change of Control Limitation, the Issuance Limitation or the TSX Cap in accordance with the requirements of the Nasdaq or TSX, respectively.

In conjunction with each Debenture Closing, NioCorp will issue to the Investors NioCorp Financing Warrants to purchase a number of NioCorp Common Shares as is equal to (N), determined pursuant to the following formula:

N = Quotient of the principal amount of NioCorp Convertible Debentures issued in such Debenture Closing divided by the “Exercise Price,” which is equal to the greater of:

(a)	the quotient of $10.00 divided by 11.1829212 (being the number of NioCorp Common Shares that will be exchanged for each share of GX pursuant to the Business Combination Agreement at Closing); or
(b)	the average of the daily VWAPs of the NioCorp Common Shares on the principal U.S. market for the NioCorp Common Shares (or on the exchange on which the NioCorp Common Shares are then listed as quoted by Bloomberg Financial Markets (or, if not available, a similar service provider of national recognized standing)) during regular trading hours as reported by Bloomberg Financial Markets during the five consecutive trading days ending on the trading day immediately prior to such Debenture Closing, in each case, subject to any adjustment to give effect to any stock dividend, stock split or recapitalization.
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(a)

the quotient of $10.00 divided by 11.1829212 (being the number of NioCorp Common Shares that will be exchanged for each share of GX pursuant to the Business Combination Agreement at Closing); or

(b)

the average of the daily VWAPs of the NioCorp Common Shares on the principal U.S. market for the NioCorp Common Shares (or on the exchange on which the NioCorp Common Shares are then listed as quoted by Bloomberg Financial Markets (or, if not available, a similar service provider of national recognized standing)) during regular trading hours as reported by Bloomberg Financial Markets during the five consecutive trading days ending on the trading day immediately prior to such Debenture Closing, in each case, subject to any adjustment to give effect to any stock dividend, stock split or recapitalization.

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The NioCorp Financing Warrants will be exercisable, in whole or in part, but not in increments of less than $50,000 aggregate Exercise Price (unless the remaining aggregate Exercise Price is less than $50,000), beginning on the earlier of (a) six months following the issuance of the applicable NioCorp Financing Warrants or (b) the effective date of the

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initial Convertible Debt Financing Registration Statement (such earlier date, the “Exercise Date”) and may be exercised at any time prior to their expiration. Holders of the NioCorp Financing Warrants may exercise their NioCorp Financing Warrants, at their election, by paying the Exercise Price in cash or on a cashless exercise basis. On each of the first 12 monthly anniversaries of the Exercise Date, 1/12th of the NioCorp Financing Warrants will expire. No fractional NioCorp Common Shares will be issued upon exercise of the NioCorp Financing Warrants. As to any fraction of a NioCorp Common Share that the holder would otherwise be entitled to purchase upon such exercise, NioCorp will round down to the next whole NioCorp Common Share.

As a result of the Transactions, GX will become a subsidiary of NioCorp, each GX Public Stockholder who does not elect to exercise their redemption rights will ultimately be issued NioCorp Common Shares and each GX Warrant will be converted into a NioCorp Assumed Warrant.

The value of the aggregate equity value of the outstanding GX Class A Shares and GX Class B Shares before the Transactions and prior to redemptions was determined to be $347.1 million, based on the pro rata redemption amount per share as of December 31, 2022 of approximately $10.1054 per share, as shown in the following table:

Share Class	Shares Outstanding	Value per Share	Total<br><br> <br>Value
Class A	30,000,000	$10.1054	$303,163,000
Class B	4,350,000	10.1054	43,958,000
Total	34,350,000	$10.1054	$347,121,000

The unaudited pro forma condensed combined financial information contained herein assumes that NioCorp Shareholders and the GX Stockholders approve the NioCorp Proposals and the GX Proposals necessary to effect the Transactions, as applicable.

The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption for cash of GX Class A Shares:

●	Assuming No Redemptions: This presentation assumes that no GX Public Stockholders exercise redemption rights with respect to their GX Class A Shares for a pro rata share of the funds in the Trust Account. Under the assumption of no redemptions, each of the 30.0 million of GX Class A Shares will be exchanged for 11.1829212 NioCorp Common Shares, resulting in the issuance of 335,487,636 NioCorp Common Shares.
●	Assuming Maximum Redemptions: This presentation assumes that GX Public Stockholders holding 29.070 million GX Class A Shares will exercise their redemption rights for their pro rata share (approximately $10.11 per share as of December 31, 2022) of the funds in the Trust Account. Under this assumption, each of 930,000 of GX Class A Shares will be exchanged for 11.1829212 NioCorp Common Shares, resulting in the issuance of 10,400,116 NioCorp Common Shares. This exercise rate is estimated to be the maximum amount of redemptions that could occur and still permit the Combined Company to satisfy the Closing condition that the Combined Company and its subsidiaries (including GX, as the surviving company of the Second Merger) will have net tangible assets of at least $5,000,001 immediately upon the consummation of the Transactions, after giving effect to any redemptions by GX Public Stockholders and after payment of underwriters’ fees or commissions.
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●

Assuming No Redemptions: This presentation assumes that no GX Public Stockholders exercise redemption rights with respect to their GX Class A Shares for a pro rata share of the funds in the Trust Account. Under the assumption of no redemptions, each of the 30.0 million of GX Class A Shares will be exchanged for 11.1829212 NioCorp Common Shares, resulting in the issuance of 335,487,636 NioCorp Common Shares.

●

Assuming Maximum Redemptions: This presentation assumes that GX Public Stockholders holding 29.070 million GX Class A Shares will exercise their redemption rights for their pro rata share (approximately $10.11 per share as of December 31, 2022) of the funds in the Trust Account. Under this assumption, each of 930,000 of GX Class A Shares will be exchanged for 11.1829212 NioCorp Common Shares, resulting in the issuance of 10,400,116 NioCorp Common Shares. This exercise rate is estimated to be the maximum amount of redemptions that could occur and still permit the Combined Company to satisfy the Closing condition that the Combined Company and its subsidiaries (including GX, as the surviving company of the Second Merger) will have net tangible assets of at least $5,000,001 immediately upon the consummation of the Transactions, after giving effect to any redemptions by GX Public Stockholders and after payment of underwriters’ fees or commissions.

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Potentially dilutive instruments and Class B equity are discussed below in Note 3 - Loss Per Share and Note 4 – Second Merger Class B Shares, respectively, of the Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2022 and the unaudited pro forma condensed combined statements of operations for the six months ended December 31, 2022 and for the year ended June 30, 2022, are based on the historical financial statements of NioCorp and GX. The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying Notes to the Unaudited Pro Forma Condensed Combined Financial Information. If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information that follows will be different, and those changes could be material.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCESHEETAS OF DECEMBER 31, 2022(Dollars in Thousands)

								Assuming no redemptions						Assuming maximum redemptions
	NioCorp Developments Ltd.			GX Acquisition Corp. II			Notes	Pro forma Adjustments			Pro forma Combined			Pro forma Adjustments			Pro forma Combined
	(Historical)			(Historical)				****			****			****			****
ASSETS
Current
Cash	$	424		$	2		A,B,C,D,E,H	$	302,478		$	302,904		$	8,713		$	9,139
Prepaid expenses<br> and other		112			108				-			220			-			220
Total current assets		536			110				302,478			303,124			8,713			9,359
Non-current
Deferred<br> transaction costs		4,338			-		A		(4,338	)		-			(4,338	)		-
Deferred<br> equity transaction costs		-			-		H		2,150			2,150			2,150			2,150
Deposits		35			-				-			35			-			35
Investment<br> in equity securities		9			-				-			9			-			9
Right-of-use<br> assets		58			-				-			58			-			58
Land and<br> buildings, net		840			-				-			840			-			840
Mineral properties		16,085			-				-			16,085			-			16,085
Marketable<br> securities held in Trust Account		-			303,163		D,E		(303,163	)		-			(303,163	)		-
Total assets	$	21,901		$	303,273	****		$	(2,873	)	$	322,301	****	$	(296,638	)	$	28,536	****
LIABILITIES
Current
Accounts<br> payable and accrued liabilities	$	4,520		$	6,250		A,B,H	$	(8,980	)	$	1,790		$	(8,980	)	$	1,790
Related party<br> loan		2,000			250		B		(250	)		2,000			(250	)		2,000
Convertible<br> Debt, current portion		502			-				-			502			-			502
Operating<br> lease liability		66			-				-			66			-			66
Income taxes<br> payable		-			11				-			11			-			11
Total current liabilities		7,088			6,511				(9,230	)		4,369			(9,230	)		4,369
Non-current
Convertible<br> debt		-			-		H		12,360			12,360			12,360			12,360
Warrant liabilities		-			12,377		I		(7,900)			4,477			(7,900	)		4,477
Contingent<br> share obligation		-			-		G		2,178			2,178			2,178			2,178
Deferred<br> underwriting fee payable		-			10,500		C		(10,500	)		-			(10,500	)		-
Total liabilities		7,088			29,388				(13,092	)		23,384			(13,092	)		23,384
Commitments and Contingencies
Class A common<br> stock subject to possible redemption at redemption value		-			303,111		D,E		(303,111	)		-			(303,111	)		-
SHAREHOLDERS’ EQUITY
Common stock		130,995			-		A,B,C,D,E,F,G,H,I		241,172			372,167			(52,593	)		78,402
Common stock<br> - Class B		-			1		D,E		(1	)		-			(1	)		-
Accumulated<br> deficit		(115,159	)		(29,227	)	A,B,C,F		29,092			(115,294	)		29,092			(115,294	)
Accumulated<br> other comprehensive loss		(1,023	)		-				-			(1,023	)		-			(1,023	)
Total shareholders’ equity attributable to NioCorp shareholders		14,813			(29,226	)			270,263			255,850			(23,502	)		(37,915	)
Noncontrolling<br> interests in consolidated subsidiaries	****	-		****	-	****	D,E		43,067			43,067			43,067	****		43,067
Total shareholders’ equity	****	14,813		****	(29,226	)			313,330	****		298,917	****	****	19,565	****	****	5,152	****
Total liabilities and equity	$	21,901		$	303,273	****		$	(2,873	)	$	322,301	****	$	(296,638	)	$	28,536	****

See accompanying Notes to the Unaudited ProForma Condensed Combined Financial Information

| 6 |

| --- |

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONSFOR THE SIX MONTHS ENDED DECEMBER 31, 2022(Dollars in Thousands, except share and per share data)

	NioCorp Developments Ltd.			GX Acquisition<br><br> Corp. II			Notes	Assuming No<br><br> Redemptions						Assuming Maximum<br><br> Redemptions
	(Historical)			(Historical)				Pro Forma Adjustments			Pro Forma<br><br> Combined			Pro Forma Adjustments			Pro Forma<br><br> Combined
Operating expenses
Employee related costs	$	584		$	-			$	-		$	584		$	-		$	584
Professional fees		426			-				-			426			-			426
Exploration expenditures		2,605			-				-			2,605			-			2,605
Other operating expenses		668			6,161				-			6,829			-			6,829
Total operating expenses		4,283			6,161				-			10,444			-			10,444
Operating loss		(4,283	)		(6,161	)			-			(10,444	)		-			(10,444	)
Other (income) expense
Foreign exchange loss		109			-				-			109			-			109
Interest expense		382			-		L		1,794			2,176			1,794			2,176
Other loss on equity securities		1			-				-			1			-			1
Interest earned on marketable securities held<br> in trust account		-			(3,970	)	J		3,970			-			3,970			-
Unrealized loss on marketable securities held<br> in Trust Account		-			2		J		(2	)		-			(2	)		-
Change in fair value of warrant liabilities		-			10,184		K		(6,500	)		3,684			(6,500	)		3,684
Gain on sale of assets		(13	)		-				-			(13	)		-			(13	)
Total other (income) expense		479			6,216				(738	)		5,957			(738	)		5,957
Loss before income tax		(4,762	)		(12,377	)			738			(16,401	)		738			(16,401	)
Income tax expense		-			822				-			822			-			822
Net loss		(4,762	)		(13,199	)			738			(17,223	)		738			(17,223	)
Net loss attributable to<br> noncontrolling interests		-			-		M		(1,134	)		(1,134	)		(2,113	)		(2,113	)
Net loss attributable to the Company	$	(4,762	)	$	(13,199	)		$	1,872		$	(16,089	)	$	2,851		$	(15,110	)
Net loss	$	(4,762	)	$	(13,199	)		$	738		$	(17,223	)	$	738		$	(17,223	)
Other comprehensive loss:
Reporting currency translation		(30	)		-				-			(30	)		-			(30	)
Total comprehensive loss		(4,792	)		(13,199	)			738			(17,253	)		738			(17,253	)
Comprehensive loss attributable<br> to noncontrolling interests		-			-		M	$	(1,134	)		(1,134	)	$	(2,113	)		(2,113	)
Comprehensive loss attributable to the Company	$	(4,792	)	$	(13,199	)		$	1,872		$	(16,119	)	$	2,851		$	(15,140	)
Earnings per share
Net loss per share - basic<br> and diluted	$	(0.02	)	$	(0.35	)					$	(0.03	)				$	(0.05	)
Weighted Average Shares<br> Outstanding - basic and diluted		279,244,474			37,500,000							619,560,040						294,472,520

See accompanying Notes to the Unaudited ProForma Condensed Combined Financial Information

| 7 |

| --- |

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTOF OPERATIONSFOR THE YEAR ENDED JUNE 30, 2022(Dollars in Thousands, except share and per share data)

	NioCorp Developments Ltd.			GX Acquisition Corp. II			Notes	Assuming No Redemptions						Assuming Maximum Redemptions
	(Historical)			(Historical)				Pro Forma Adjustments			Pro Forma Combined			Pro Forma Adjustments			Pro Forma Combined
Operating expenses
Employee related costs	$	2,150		$	-			$	-		$	2,150		$	-		$	2,150
Professional fees		684			-				-			684			-			684
Exploration expenditures		3,309			-				-			3,309			-			3,309
Other operating expenses		1,653			2,208				-			3,861			-			3,861
Total operating expenses		7,796			2,208				-			10,004			-			10,004
Operating loss		(7,796	)		(2,208	)			-			(10,004	)		-			(10,004	)
Other (income) expense
Foreign exchange loss (gain)		258			-				-			258			-			258
Interest expense		2,827			-		L		3,046			5,873			3,046			5,873
Loss (gain) on equity securities		6			-				-			6			-			6
Interest earned on marketable securities held in<br> trust account		-			(364	)	J		364			-			364			-
Unrealized gain on marketable securities held in<br> trust account		-			(2	)	J		2			-			2			-
Change in fair value of warrant liabilities		-			(12,446	)	K		7,799			(4,647	)		7,799			(4,647	)
Change in fair value of over-allotment<br> option		-			(139	)			-			(139	)		-			(139	)
Total other (income) expense		3,091			(12,951	)			11,211			1,351			11,211			1,351
Income (loss) before income tax		(10,887	)		10,743				(11,211	)		(11,355	)		(11,211	)		(11,355	)
Income tax expense		-			5				-			5			-			5
Net income (loss)		(10,887	)		10,738				(11,211	)		(11,360	)		(11,211	)		(11,360	)
Net income (loss) attributable<br> to noncontrolling interests		-			-		M		(719	)		(719	)		(1,396	)		(1,396	)
Net income (loss) attributable to the Company	$	(10,887	)	$	10,738			$	(10,492	)	$	(10,641	)	$	(9,815	)	$	(9,964	)
Net income (loss)	$	(10,887	)	$	10,738			$	(11,211	)	$	(11,360	)	$	(11,211	)	$	(11,360	)
Other comprehensive gain (loss):
Reporting currency translation		166			-				-			166			-			166
Total comprehensive income (loss)		(10,721	)		10,738				(11,211	)		(11,194	)		(11,211	)		(11,194	)
Comprehensive income (loss)<br> attributable to noncontrolling interests		-			-		M	$	(719	)		(719	)		(1,396	)		(1,396	)
Comprehensive income (loss) attributable to the Company	$	(10,721	)	$	10,738			$	(10,492	)	$	(10,475	)	$	(9,815	)	$	(9,798	)
Earnings per share
Net Income (loss) per share<br> - basic and diluted	$	(0.04	)	$	0.29						$	(0.02	)				$	(0.04	)
Weighted Average Shares Outstanding<br> - basic and diluted		263,737,227			37,500,000							603,944,072						271,895,184

See accompanying Notes to the Unaudited Pro FormaCondensed Combined Financial Information

| 8 |

| --- |

NOTESTO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(1) Basisof Presentation

The business combination will be accounted for as a recapitalization in accordance with GAAP. Under this method of accounting, GX will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Transactions are treated as the equivalent of NioCorp issuing NioCorp Common Shares for the net assets of GX, accompanied by a recapitalization. The net assets of GX will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of NioCorp.

The unaudited pro forma condensed combined balance sheet as of December 31, 2022 assumes that the Transactions occurred on December 31, 2022. The unaudited pro forma condensed combined statements of operations for the six months ended December 31, 2022 and for the year ended June 30, 2022 reflects pro forma effect of the Transactions as if they had been completed on July 1, 2021. These periods are presented on the basis of NioCorp as the accounting acquirer.

The pro forma adjustments reflecting the consummation of the Transactions are based on certain currently available information and certain assumptions and methodologies that we believe are reasonable under the circumstances. The unaudited pro forma adjustments, which are described in these notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. We believe that our assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited proforma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of NioCorp and GX.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and depicts the accounting for the transaction (“Transaction Accounting Adjustments”), operations and financial position of the registrant as an autonomous entity (“Autonomous Entity Adjustments”) and option to present the reasonably estimable synergies and dissynergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). We have elected not to present Management’s Adjustments in the unaudited pro forma condensed combined financial information. NioCorp and GX have not had any historical relationship prior to the genesis of the Transactions.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations for the six months ended December 31, 2022 and for the year ended June 30, 2022 are based upon the number of the post-combination company’s shares outstanding, assuming the Transactions occurred on July 1, 2021.

(2) Adjustmentsto Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions and has been prepared for informational purposes only.

| 9 |

| --- |

Adjustments to Unaudited Pro Forma Condensed Combined BalanceSheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2022 are summarized in the following table:

Summary of Entries Affecting the Unaudited Combined Condensed Pro Forma Balance Sheet (Dollars in Thousands)

Balance Sheet Line		Adjustment<br> Reference																										No<br><br> Redemption<br><br> Total			Maximum<br><br> Redemption<br><br> Total
		A			B			C			D			E			F			G			H		I			(Excludes “E”)			(Excludes “D”)
Cash	$	(5,688	)	$	(7,757	)	$	(2,000	)	$	303,163		$	9,398		$	—		$	—		$	14,760	$	—		$	302,478		$	8,713
Deferred transaction costs		(4,338	)		—			—			—			—			—			—			—		—			(4,338	)		(4,338	)
Deferred equity transaction costs		—			—			—			—			—			—			—			2,150		—			2,150			2,150
Marketable securities held in Trust Account		—			—			—			(303,163	)		(303,163	)		—			—			—		—			(303,163	)		(303,163	)
Accounts payable and accrued liabilities		(3,801	)		(6,179	)		—			—			—			—			—			1,000		—			(8,980	)		(8,980	)
Related party loan		—			(250	)		—			—			—			—			—			—		—			(250	)		(250	)
Convertible debt		—			—			—			—			—			—			—			12,360		—			12,360			12,360
Warrant liabilities		—			—			—			—			—			—			—			—		(7,900	)		(7,900	)		(7,900	)
Contingent share obligation		—			—			—			—			—			—			2,178			—		—			2,178			2,178
Deferred underwriting fee payable		—			—			(10,500	)		—			—			—			—			—		—			(10,500	)		(10,500	)
Class A common stock subject to possible redemption at redemption value		—			—			—			(303,111	)		(303,111	)		—			—			—		—			(303,111	)		(303,111	)
Common stock		(6,090	)		570			3,000			260,045			(33,720	)		(25,625	)		(2,178	)		3,550		7,900			241,172			(52,593	)
Common stock - Class B		—			—			—			(1	)		(1	)		—			—			—		—			(1	)		(1	)
Accumulated deficit		(135	)		(1,898	)		5,500			—			—			25,625			—			—		—			29,092			29,092
Noncontrolling interests in consolidated subsidiaries		—			—			—			43,067			43,067			—			—			—		—			43,067			43,067

The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 31, 2022 are as follows:

A.	Represents NioCorp estimated transaction costs of $6.225 million, of which $0.537 million was paid as of December 31, 2022, with the remainder to be settled in cash. This estimate includes $4.338 million of expenses incurred and accrued through December 31, 2022. Transaction costs totaling $0.135 million were related to the warrant liabilities and contingent share obligations and were reflected as an increase in accumulated deficit. The remaining transaction costs were reflected as a decrease in common stock.
B.	Represents GX estimated transaction costs of $8.327 million that will be paid in cash totaling $7.757 million and the issuance of NioCorp Common Shares valued at $0.570 million. This estimate includes $6.179 million of expenses incurred and accrued through December 31, 2022. These transactions costs were reflected as an increase in accumulated deficit.<br><br> <br><br><br> <br>On November 14, 2022, GX issued an unsecured promissory note in the principal amount of $250,000 to the Sponsor for working capital purposes.<br>The note is non-interest bearing and payable on the earlier of: (i) March 22, 2023 or, if the Company has extended, in accordance with<br>its organizational documents, the deadline by which it must complete the Transaction, then such date, as extended by which the Company<br>must complete the Transaction, or (ii) the date on which the Company consummates the Transaction.
---	---
	The estimated GX transaction fees noted above reflect the reduced BTIG advisory fee of $0.382 million in cash and $0.570 million in NioCorp Common Shares. See Note 4 for further information regarding this advisory fee.
C.	Reflects the negotiated reduction of $5.5 million to the Deferred underwriting fees of GX, and subsequent payment of $2.0 million in cash and the issuance of NioCorp Common Shares valued at $3.0 million. See Note 4 for further information regarding the deferred underwriting fees.
D.	Reflects the no redemption scenario under which<br>all GX Class A Shares with a carrying value of approximately $303.2 million are exchanged for NioCorp Common Shares and are not redeemed.<br>As a

| 10 |

| --- | | | result, the marketable securities held in the Trust Account are transferred to cash and cash equivalents as these funds become accessible to the Company at completion of the Transaction. The adjustment also reflects the exchange of Second Merger Class B Shares outstanding at fair value of $43.1 million, based on an estimated fair value of the GX Class B Shares of $10.11 per share, for equity in the Merger Sub, and are reported as a Noncontrolling interest in the consolidated financial statements. As a result of the adjustment, the equity of the Combined Company is increased by approximately $260.0 million. | | --- | --- | | E. | Reflects the maximum redemption scenario under which 29.070 million (96.9%) of GX Class A Shares with a carrying value of approximately $293.8 million are redeemed, and the remaining 930,000 GX Class A Shares with a carrying value of approximately $9.4 million are exchanged for NioCorp Common Shares. In addition, marketable securities held in the Trust Account are reduced to reflect the redemption payment of $293.8 million and the remainder is transferred to cash and cash equivalents as these funds become accessible to the Company at completion of the Transaction. The adjustment also reflects the exchange of Second Merger Class B Shares outstanding at fair value of $43.1 million, based on an estimated fair value of the GX Class B Shares of $10.11 per share, for equity in the Merger Sub, and are reported as a Noncontrolling interest in the consolidated financial statements. | | | Because this Maximum Redemption Scenario is based on the Combined Company and its subsidiaries (including GX, as the surviving company of the Second Merger) having minimum net tangible assets of at least $5,000,001 upon consummation of the Transactions, redemptions could be higher than 96.9% of outstanding GX Class A Shares in this scenario, if, among other reasons, the costs and expenses of the Combined Company at Closing are reduced below current estimates such that the minimum net tangible assets threshold is met. | | F. | Reflects the elimination of GX’s historical accumulated deficit after recording the transaction costs to be incurred by GX as described in item (b) above. | | G. | Reflects the fair value of the Earnout Shares obligation of approximately $2.2 million as of December 31, 2022 as discussed below in Note 4 – Second Merger Class B Shares. The fair value of the Earnout Shares obligation was estimated based on Monte Carlo simulations using a risk-free interest rate of 3.88%, an expected dividend yield of 0%, the Company’s historic 10-year volatility of 75.4%, and an expected life of 10.0 years. | | --- | --- | | H. | Reflects the accounting for the Equity Facility and the fair value of both the NioCorp Convertible Debentures and the NioCorp Financing Warrants. On January 26, 2023, NioCorp entered into a definitive agreement for the Equity Facility providing for a commitment by Yorkville to purchase up to $65.0 million of NioCorp Common Shares over 36 months at NioCorp’s option, subject to certain limitations. Under the Yorkville Equity Facility Financing Agreement, NioCorp will (i) issue additional NioCorp Common Shares with a value of 1.0% ($0.65 million) of the Equity Facility as “Commitment Shares” in connection with the Closing of the Transactions and (ii) pay an aggregate fee of $1.5 million in cash (the “Cash Fee”), of which $0.5 million will be due at the Closing of the Transactions and the remainder will be due in equal quarterly installments over the first 12 months immediately following the Closing of the Transactions. As prescribed by ASC 340-10-S99-1 (SAB Topic 5.A), the Cash Fee and Commitment Shares are reflected as deferred equity financing costs at Closing and will be amortized on a pro-rata basis over the actual share issuances under the Equity Facility. | | --- | --- | | | The net proceeds of the NioCorp Convertible Debentures will be approximately $15.26 million. In addition, as provided in the Yorkville Equity Facility Financing Agreement, NioCorp will issue NioCorp Financing Warrants to purchase such number of NioCorp Common Shares equal to the quotient of the principal amount of the NioCorp Convertible Debentures issued, being $16.0 million in the aggregate, divided by the Exercise Price. Assuming an Exercise Price of $0.8942 for all NioCorp Financing Warrants, NioCorp will issue NioCorp Financing Warrants to purchase an aggregate of approximately 17,892,674 NioCorp Common Shares, with an estimated fair value of $2.9 million, and will record these NioCorp Financing Warrants in equity. This valuation was based on a Black Scholes evaluation with the following inputs: |

| 11 |

| --- | | Warrant Strike Price, based on contractual minimum price of $0.8942 at December 31, 2022 | $0.8942 | | --- | --- | | Closing Common Share Price, December 31, 2022 (USD) | $0.74 | | Risk-free interest rate^1^ | 4.46% | | Expected dividend yield^1^ | 0.0% | | Expected stock price volatility (historical basis)^1^ | 67.97% | | Expected warrant life in years^1^ | 1.0 | | (1) | Average value based on 12 separate expiration tranches in the terms of the NioCorp Financing Warrants. | | --- | --- | | | The number of NioCorp Financing Warrants issued may be less if the VWAP of the NioCorp Common Shares during the five consecutive trading days ending on the trading date immediately prior to the applicable Debenture Closing is greater than $0.8942, which would result in a greater Exercise Price for the NioCorp Financing Warrants issued in such Debenture Closing (subject to adjustment for any stock split, including the reverse stock split contemplated in connection with the Closing, or recapitalization). | | --- | --- | | | The NioCorp Convertible Debentures will be initially recorded at fair value, with the $2.9 million fair value of the NioCorp Financing Warrants, noted above, recorded to common stock and the remaining balance, net of estimated transaction fees, recorded to convertible debt liability. The convertible debt balance will be accreted to the $16.0 million face value, plus simple interest at 5%, over the 18-month term of the Yorkville Convertible Debt Financing Agreement. | | I. | Reflects the reclassification of GX Public Warrants with a fair value of $7.9 million from liabilities to equity at closing. |

Adjustments to Unaudited Pro Forma Condensed Combined Statementof Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended December 31, 2022 and for the year ended June 30, 2022, are as follows:

J.	Elimination of Trust Accounts Investment Income to<br> reflect the removal of the trust income adjusting for the effects of the redemption of GX Class A Shares and the use of funding in an<br> operating company.
K.	Reflects the elimination of the remeasurement loss recorded for GX Public Warrants that were reclassified to Equity as of the completion of the Business Combination as these warrants are presumed to have been converted as of the beginning of the respective period.
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L.	Reflects accretion expense related to the Yorkville<br> Convertible Debt Financing as disclosed in Note H, above, at an effective interest rate of 22.23% and assuming no conversions to Common<br> Shares over the 18-month term of the agreement.<br><br> <br><br><br> <br>Subject to certain limitations, conversions can be<br> made over the term of the NioCorp Convertible Debentures, at the discretion of the holders and, if such conversions were made on a straight-line<br> basis, interest expense would decrease for the six months ended December 31, 2022 by approximately $1.2 million and would increase for<br> the year ended June 30, 2022 by approximately $1.2 million.
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M.	Reflects the portion of the Combined Company’s net loss that is associated with the noncontrolling interest, as calculated below.
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| --- | | | For the Six Months Ended December 31, 2022 | | | | | | For the Fiscal Year Ended June 30, 2022 | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | (dollars in thousands) | | | | | | | | | | | | | | No Redemption | | | MaximumRedemption | | | No Redemption | | | MaximumRedemption | | | | Weighted Average Shares Outstanding | | 619,560,040 | | | 294,472,520 | | | 603,944,072 | | | 271,895,184 | | | Class B Shares - Vested Shares | | 47,658,814 | | | 47,658,814 | | | 47,647,631 | | | 47,647,631 | | | Class B Shares - Earnout Shares | | 34,239,308 | | | 34,239,308 | | | 34,228,124 | | | 34,228,124 | | | Total Average Subsidiary Shares Outstanding | | 701,458,162 | | | 376,370,642 | | | 685,819,827 | | | 353,770,939 | | | Total Minority Interest (Class B Shares) | | 81,898,122 | | | 81,898,122 | | | 81,875,755 | | | 81,875,755 | | | Minority Interest | | 11.70 | % | | 21.80 | % | | 11.90 | % | | 23.10 | % | | GX Net Income (Loss) | $ | (13,199 | ) | $ | (13,199 | ) | $ | 10,738 | | $ | 10,738 | | | Less: Interest Income | | (3,968 | ) | | (3,968 | ) | | (366) | | | (366 | ) | | Less: Change in Warrant Liability^(1)^ | | 10,184 | | | 10,184 | | | (12,446 | ) | | (12,446 | ) | | Adjusted GX Loss | | (6,983 | ) | | (6,983 | ) | | (2,074 | ) | | (2,074 | ) | | ECRC Net Loss | | (2,709 | ) | | (2,709 | ) | | (3,969 | ) | | (3,969 | ) | | Subsidiary Pro Forma Loss | $ | (9,692 | ) | $ | (9,692 | ) | $ | (6,043 | ) | $ | (6,043 | ) | | Class B Minority Interest | $ | (1,134 | ) | $ | (2,113 | ) | $ | (719 | ) | $ | (1,396 | ) | | (1) | Represents a liability at the NioCorp parent level related to the private warrants | | --- | --- |

(3) Lossper Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Transactions, assuming the shares were outstanding since July 1, 2021. As the Transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Transactions have been outstanding for the entire period presented. Holders of GX Common Stock received NioCorp Common Shares in an amount determined by application of the Exchange Ratio.

The unaudited pro forma condensed combined financial information has been prepared based on the following pro forma weighted average shares outstanding:

	For the six months endedDecember 31, 2022			For the fiscal year endedJune 30, 2022
	No redemptions	Maximumredemptions		Noredemptions		Maximumredemptions
NioCorp Weighted Average Shares Outstanding (Historical)	279,244,474		279,244,474		263,737,227		263,737,227
Issued to GX Class A Shareholders	335,487,636		10,400,116		335,487,636		3,438,748
Issued for Equity Facility commitment fee (Note 2A)	880,360		880,360		726,907		726,907
Issued for payment of advisory fees (Note 2B)	626,243		626,243		637,426		637,426
Issued for payment of deferred underwriting fees (Note 2C)	3,321,327		3,321,327		3,354,876		3,354,876
Total Weighted Average Shares Outstanding	619,560,040		294,472,520		603,944,072		271,895,184

The net loss per share and the weighted average shares outstanding do not reflect the contemplated reverse stock split of the issued NioCorp Common Shares.

As a result of the pro forma net loss for the six months ended December 31, 2022, the earnings per share amounts exclude the anti-dilutive impact aggregating 293,484,143 NioCorp Common Shares from the following securities:

Excluded potentially dilutive securities	NioCorp Developments Ltd.	GX Acquisition Corp. II	Total
Options	9,960,000	-	9,960,000
Warrants	18,016,253	175,199,102	193,215,355
Convertible GX Vested Class B shares	-	47,658,814	47,658,814
Convertible debt Lind III	816,000	-	816,000
Warrants issued with Yorkville convertible debt	17,892,674	-	17,892,674
Yorkville convertible debt	23,941,300	-	23,941,300
Total potential dilutive securities	70,626,227	222,857,916	293,484,143

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As a result of the pro forma net loss for the year ended June 30, 2022, the earnings per share amounts exclude the anti-dilutive impact aggregating 297,752,860 NioCorp Common Shares from the following securities:

Excluded potentially dilutive securities	NioCorp Developments Ltd.	GX Acquisition Corp. II	Total
Options	14,464,000	-	14,464,000
Warrants	18,516,253	175,199,102	193,715,355
Convertible GX Vested Class B shares	-	47,647,631	47,647,631
Convertible debt Lind III	4,152,000	-	4,152,000
Warrants issued with Yorkville convertible debt	17,892,674	-	17,892,674
Yorkville convertible debt	19,881,200	-	19,881,200
Total potential dilutive securities	74,906,127	222,846,733	297,752,860

The number of shares is based on the maximum number of shares issuable on exercise or conversion of the related securities as of the period end. Such amounts have not been adjusted for the treasury stock method or weighted average outstanding calculations as required if the securities were dilutive.

(4) SecondMerger Class B Shares

Pursuant to the Business Combination Agreement, the parties will enter into the Exchange Agreement, under which holders of 47,658,814 Second Merger Class B Shares (the “Vested Shares”) are entitled to exchange any or all of the Vested Shares for NioCorp Common Shares on a one-for-one basis, subject to certain equitable adjustments, in accordance with the terms of the Exchange Agreement. Under certain circumstances, and subject to certain exceptions, NioCorp may instead settle all or a portion of any exchange pursuant to the terms of the Exchange Agreement in cash, in lieu of NioCorp Common Shares, based on a volume-weighted average price of NioCorp Common Shares. Until exchanged for NioCorp Common Shares, the Vested Shares are treated as a non-controlling interest in the unaudited pro forma condensed combined balance sheet.

At the closing of the transaction, 34,239,308 of the Second Merger Class B Shares (the “Earnout Shares”) under both the no redemption scenario and maximum redemption scenario, are reflected as a liability for contingently issuable shares measured at fair value. The shares vest and are issuable to the holders based upon achieving certain market share price milestones within a period of ten years post-recapitalization, or upon a change in control as defined in the GX Support Agreement. These shares will be forfeited if the market share price milestones or an acceleration event is not reached within the ten-year period. At such time that the Earnout Shares shall become vested (the “Released Earnout Shares”), the Released Earnout Shares will become convertible in the manner described below.

The Vested Shares and the Released Earnout Shares may be converted by the holders into NioCorp Common Shares at any time. Under the Exchange Agreement all Vested Shares and Earnout Shares must be converted into NioCorp Common Shares by the tenth anniversary of the closing date (the “Ten Year Anniversary”) except for Released Earnout Shares that have been vested for a period of fewer than twenty-four months as of the Ten Year Anniversary. Such Released Earnout Shares will expire for conversion on the date that is twenty-four months after the vesting date.

GX and Cantor Fitzgerald, L.P. (“Cantor”) agreed to reduce the deferred underwriting fees in conjunction with a transaction with NioCorp by $5.5 million and agreed to settle the remaining $5.0 million of deferred underwriting fees with $3.0 million of NioCorp Common Shares (or approximately 3,321,327 NioCorp Common Shares based on the per share value of GX Class A Shares of $10.1054 and the exchange ratio of 11.1829212) and $2.0 million in cash at closing. In addition, BTIG, LLC (“BTIG”) agreed to reduce its advisory fees from $2.0 million to $570,000 in Common Shares (or approximately 626,243 NioCorp Common Shares based on the per share value of GX Class A Shares of $10.1054 and the exchange ratio of 11.1829212) and $382,382 in cash at closing.

GX, Cantor, and BTIG agreed to settle $3.57 million in advisory fees and deferred underwriting fees in exchange for the issuance of NioCorp Common Shares or by purchasing GX common stock and electing not to redeem such shares. The pro forma financial presentation assumes that new NioCorp Common Shares are issued. The Company, GX and the Sponsor have agreed that the Sponsor will forfeit the number of shares equal to 50% of such issuance. The reduction will reduce the number of both Vested Shares and Earnout Shares by 986,892 shares, respectively.

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