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2023 GXII TRANSACTION | 12 Months Ended
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Jun. 30, 2024
Business Combination and Asset Acquisition [Abstract] |
2023 GXII TRANSACTION |
| 5. | 2023 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.
| ● | 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 for the year ended June 30, 2023:
|  |  | Amount |
Gross cash proceeds, net of transaction costs incurred by GXII |  | $ | 2,168 |
Less: |  |  |  |
Cash costs associated with the 2023 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 2023 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 2023 Transactions were as follows:
|  | Common Shares |  |  | Percentage |
Legacy NioCorp Shareholders |  |  | 28,246,621 |  |  |  | 93.90 | %
Former GXII Class A Shareholders(1) |  |  | 1,753,821 |  |  |  | 5.83 | %
Other(2) |  |  | 81,213 |  |  |  | 0.27 | %
Total Common Shares Outstanding Upon Completion of 2023 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.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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