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GXII TRANSACTION

12 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

GXII TRANSACTION

5.

GXII TRANSACTION

Pursuant to the Business Combination Agreement, the following transactions (collectively, the “GXII Transaction”) occurred on the Closing Date:

●

As a result of a series of transactions, GXII became an indirect, majority-owned subsidiary of NioCorp and changed its name to “Elk Creek Resources Corp” (“ECRC”).

●

As the parent company of the merged entity, NioCorp issued 1,753,821 post-Reverse Stock Split Common Shares in exchange for all of the Class A shares of GXII issued and outstanding immediately prior to the Closing, including 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory services.

●

All of the Class B shares of GXII issued and outstanding immediately prior to the Closing (after giving effect to the surrender of certain Class B shares of GXII in accordance with the Sponsor Support Agreement, dated September 25, 2022 (the “Sponsor Support Agreement”), among GX Sponsor II LLC (the “Sponsor”), GXII, NioCorp and the other persons party thereto) were converted into 7,957,404 shares of Class B common stock of GXII (now known as ECRC) as the surviving entity of the mergers that occurred on the Closing Date as part of the GXII Transaction. Pursuant to the Business Combination Agreement, the Sponsor Support Agreement and the Exchange Agreement, dated as of March 17, 2023 (as amended, supplemented or

otherwise modified, the “Exchange Agreement”), by and among NioCorp, ECRC and the Sponsor, after the Closing, the shares of Class B common stock of ECRC are exchangeable into Common Shares on a one-for-one basis, subject to certain equitable adjustments, under certain conditions. See Note 10 for additional information regarding the Class B common stock of ECRC.

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NioCorp assumed GXII’s obligations under the agreement (the “GXII Warrant Agreement”) governing the GXII share purchase warrants (the “GXII Warrants”) and issued an aggregate of 15,666,626 warrants (the “NioCorp Assumed Warrants”) to purchase up to an aggregate of 17,519,864 Common Shares. See Note 11c for additional information regarding the NioCorp Assumed Warrants.

After the distribution of funds to GXII redeeming shareholders and prior to paying transaction costs incurred by GXII, $15,676 became available to the Company. The following table summarizes the elements of the GXII Transaction allocated to the Consolidated Statements of Operations and Comprehensive Loss:

		Amount
Gross cash proceeds, net of transaction costs incurred by GXII		$	2,168
Less:
Cash costs associated with the Transactions:
Net liabilities assumed			392
Yorkville Equity Facility Financing Agreement – cash costs			1,996
Transaction costs expensed			6,715
Non-cash costs associated with the Transactions:
Private Warrants assumed at fair value			2,987
Earnout Shares assumed at fair value			13,195
Yorkville Equity Facility Financing Agreement – shares issued			650
Total transaction related losses incurred		$	23,767

The number of Common Shares issued and outstanding immediately following the consummation of the Transactions were as follows:

		Common Shares				Percentage
Legacy NioCorp Shareholders			28,246,621				93.90	%
Former GXII Class A Shareholders¹			1,753,821				5.83	%
Other²			81,213				0.27	%
Total Common Shares Outstanding Upon Completion of Transactions			30,081,655				100	%

1

Includes 83,770 Common Shares issued to BTIG, LLC in exchange for Class A shares of GXII that it received as partial payment for advisory services.

2

Represents Commitment Shares (as defined in Note 11d) issued under the Yorkville Equity Facility Financing Agreement.

In connection with the GXII Transaction, the Company also closed the Yorkville Convertible Debt Financing and the Yorkville Equity Facility Financing, as discussed in Notes 9 and 11d.