NioCorp Developments Ltd. (TSX:NB) executed a non-binding letter of intent to acquire GX Acquisition Corp. II (NasdaqCM:GXII) from GX Sponsor II LLC and others in a reverse merger transaction on July 31, 2022. NioCorp Developments Ltd. entered into a definitive agreement to acquire GX Acquisition Corp. II in a reverse merger transaction on September 25, 2022. Under the agreement, NioCorp will acquire GXII and intends to be listed on the Nasdaq Stock Exchange soon after the acquisition closes. Pursuant to the Business Combination Agreement, upon consummation of the First Merger, each GXII Class A Share that is held by a GXII Public Shareholder shall be converted into a 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 GXII Public Shareholder (excluding those who elect to exercise their redemption rights in connection with the Transaction) will ultimately be issued NioCorp Common Shares. NioCorp shares will also continue to be traded on the Toronto Stock Exchange. Following closing, Legacy NioCorp Shareholders are expected to own 93.9% stake, while Former GXII Class A Shareholders will own 5.83% stake in GX Acquisition Corp. II. Post-closing, the NioCorp Board will include two directors from GXII. The Common Shares are expected to commence trading on the TSX and on the Nasdaq on a post-Consolidation basis on or about the opening of trading on March 21, 2023. Under the terms of agreement, expects to receive approximately $15.28 million in gross proceeds from the Transaction. Deal costs are anticipated to be approximately $20.3 million. NioCorp expects to receive an additional $15.36 million in net proceeds from a separate convertible debt financing with Yorkville (the "Yorkville Convertible Debt Financing"), and also expects to have access to up to an additional $61.6 million in net proceeds from a standby equity facility with Yorkville (together with the Yorkville Convertible Debt Financing, the "Yorkville Financings") over the next three years, following the expected close of those transactions on Friday. Total As of March 16, 2023, NioCorp Developments expects to have access to as much as $71.9 million in net proceeds over the next three years following the completion of the transactions contemplated by the Business Combination Agreement, dated September 25, 2022 (the "Business Combination Agreement"), among NioCorp, GX Acquisition Corp. II (Nasdaq: GXII) ("GX") and Big Red Merger Sub Ltd (the "Transaction"), and two separate financing deals with Yorkville Advisors Global, LP ("Yorkville").

The transaction is subject to effectiveness of the registration statement on Form S-4, approval for listing the NioCorp Common Shares to be issued in connection with the Transaction on Nasdaq, NioCorp and its subsidiaries will have at least $5,000,001 of net tangible assets upon the consummation of the Transaction, the satisfaction of customary closing conditions, including certain governmental approvals, the approval of the TSX, and the approval of certain elements of the proposed Transaction by a majority of shareholders of GXII and a majority of NioCorp shareholders voting to approve such elements. NioCorp intends to use the proceeds from the proposed transaction and the contemplated financings to advance its efforts to launch construction of the Elk Creek Project and move it to commercial operation. The transaction has been approved by the Board of Directors of each of NioCorp and GXII. Certain GXII Holders and NioCorp Holders entered into a support agreement to vote in favor of the transaction. As of February 8, 2023, the registration statement on Form S-4 was declared effective. As of March 10, 2023, NioCorp Developments Ltd. shareholders voted to support business combination. As of March 14, 2023, NioCorp announced that the board of directors has resolved to effect a share consolidation of the issued and outstanding common shares on the basis of one (1) post-Consolidation Common Share for every ten (10) pre-Consolidation Common Shares, contingent on the completion of the relevant portions of the previously announced business combination between NioCorp and GX Acquisition Corp. II (“GXII”) pursuant to the Business Combination Agreement, which is expected to occur on March 17, 2023. As of March 15, 2023, the shareholders of GX have approved the deal. The proposed business combination is expected to close in the first quarter of 2023. As of March 16, 2023, the transaction is expected to close on March 17, 2023.

GenCap Mining Advisory Ltd. has provided a fairness opinion with a service fee of $350,000 to the Board of Directors of NioCorp. Scalar Partners, LLC has provided a fairness opinion with a service fee of $150,000 to the Board of Directors of GXII. SWI Partners Limited is serving as an advisor to NioCorp. Joel May and Ann Bomberger of Jones Day is serving as legal counsel and due diligence provider to NioCorp in the U.S. and Bob Wooder of Blake, Cassels and Graydon LLP is serving as legal counsel to NioCorp in Canada. NioCorp has engaged GenCap Mining Advisory Ltd. as its financial advisor. Cantor Fitzgerald & Co. is serving as lead capital markets advisor and BTIG, LLC is serving as a capital markets advisor to GXII. Michael Chitwood, Michael Civale, Steven Matays, Jay Cosel,P. Michelle Gasaway, David Schwartz, Noemi Blasutta and Laura Westfall of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel and due diligence provider to GXII in the U.S. and Robert Carelli and David Tardif of Stikeman Elliott LLP is serving as legal counsel and due diligence provider to GXII in Canada. DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co. NioCorp intends to use the proceeds from the proposed transaction and the contemplated financings to advance its efforts to launch construction of the Elk Creek Project and move it to commercial operation. GX has engaged Morrow & Co., LLC to assist in the solicitation of proxies for a fee of up to $32,500. Continental Stock Transfer & Trust Company acted as transfer agent to GX. Computershare Investor Services Inc. acted as transfer agent to NioCorp. BTIG, LLC acted as financial advisor with a service fee of $2 million to NioCorp.