Cases & Deals

NioCorp to combine with GX Acquisition Corp. II

Clients NioCorp Developments Ltd.

Jones Day is advising NioCorp Developments Ltd. (TSX: NB; OTCQX: NIOBF) in its business combination with GX Acquisition Corp. II (Nasdaq: GXII), a publicly-traded special purpose acquisition corporation.

Upon the closing, through a series of mergers, GXII will become a wholly-owned subsidiary of NioCorp, and NioCorp’s shares of common stock will be listed on the Nasdaq Capital Market, in addition to continuing to be traded on the Toronto Stock Exchange. Upon the closing, the combined operating entity could have access to as much as $285 million in net cash from the GXII trust account.

Jones Day is also advising NioCorp on several transaction financings, including the entry into non-binding letters of intent for two separate financing packages with Yorkville Advisors Global, LP. Subject to entering into definitive agreements, these financings could provide NioCorp with access to up to an additional $81 million in operating funds.

The proposed business combination transaction would result in the combined operating company having an estimated post-transaction equity value of approximately $313.5 million. The transaction is expected to close in the first quarter of 2023.