14 Mar 2023business combination● Neutral
NioCorp filed the same reverse-stock-split announcement tied to its pending Nasdaq listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
10 Mar 2023business combination▲ GoodMajor
NioCorp shareholders overwhelmingly approved (over 95% support) the GXII merger and the related Yorkville financing package at a special meeting.
10 Mar 2023merger communication● Neutral
A duplicate filing of the same shareholder-vote results approving the GXII merger.
6 Mar 2023business combination● Neutral
NioCorp filed further disclosures on its pending GXII merger.
6 Mar 2023merger communication● Neutral
Further SEC filing related to the pending GXII merger.
1 Mar 2023merger communication● Neutral
GXII's outside auditor consented to the use of its audit report in NioCorp's merger-related SEC filings, a routine step ahead of closing.
1 Mar 2023business combination● Neutral
NioCorp filed GXII's audited financial statements and pro forma combined financials ahead of completing their merger.
28 Feb 2023debt financing● Neutral
NioCorp extended CEO Mark Smith's credit facility again.
24 Feb 2023material agreement● Neutral
NioCorp amended the terms of its planned Yorkville convertible-debt financing, part of the capital package tied to the GXII merger.
24 Feb 2023merger communication● Neutral
Further SEC filing related to the pending GXII merger.
13 Feb 2023business combination● Neutral
NioCorp filed further disclosures on its pending GXII merger.
13 Feb 2023merger communication● Neutral
Further SEC filing related to the pending GXII merger.
10 Feb 2023merger communication● Neutral
Further SEC filing related to the pending GXII merger, around the time NioCorp mailed its proxy materials to shareholders.
6 Feb 2023business combination● Neutral
Amendment No. 4 broadened the two Yorkville shareholder proposals to cover every share, debenture and warrant that could be issued under those facilities rather than just shares issued "in connection with" them, and added the warning that while closing the Yorkville financings is not a condition of the merger, failing to close them may stop the merger from completing.
2 Feb 2023merger communication● Neutral
Further SEC filing related to the pending GXII merger.
31 Jan 2023business combination● NeutralMajor
Amendment No. 3 turned the Yorkville letters of intent into signed agreements dated 26 January -- $16 million of 5% convertible debentures running 18 months, extendable to 24, plus the $65 million equity facility, up to $80.36 million in all for Elk Creek -- and set out their events of default. Two other facts surfaced with it: GX had filed on 20 January to push its own deadline for completing a business combination from 22 March out to no later than 22 June 2023, and NioCorp had signed a non-binding term sheet with Lind Global Fund II for a $2.0 million bridge at a $2.2 million face value to pay for the Elk Creek feasibility study update.
27 Jan 2023capital raising announcement▼ BadMajor
Signed its largest and most consequential financing yet: up to $16 million of unsecured convertible debentures with Yorkville Advisors Global (an initial $10 million closing, $6 million more available later), 5% interest (15% in default) and forced monthly redemptions of $1.125 million plus a 7% premium once triggered -- capital that helped fund the pending GX Acquisition Corp. II merger already on record.
17 Jan 2023business combination● Neutral
Amendment No. 2 fixed the timetable and the numbers: 24 January 2023 record dates for both meetings, Nasdaq tickers NB and NIOBW, a $10.11 per-share trust redemption price, and 510,686,738 NioCorp shares plus 15,666,667 assumed warrants registered. It also disclosed a second $235,000 working-capital loan from the sponsor, taking its money at risk to $9,010,000, and non-binding letters of intent with Yorkville for $16 million of convertible debentures and the $65 million standby equity facility.
22 Dec 2022business combination● NeutralMajor
Amendment No. 1 put numbers on what the sponsor stands to make. GX Sponsor II LLC paid $25,000 for 7,500,000 founder shares and $8.5 million for founder warrants, and would hold 7.1% to 11.7% of the combined company if no GX holder redeems, or 14.3% to 22.2% if the maximum do -- worth $39.1 million to $67.1 million at NioCorp's then $0.82 share price. GenCap Mining Advisory's fairness opinion was added as an annex, along with a Nasdaq change-of-control analysis and a separate quorum amendment for NioCorp's own articles.
29 Nov 2022merger communication● Neutral
Further SEC filing related to the pending GXII merger.
9 Nov 2022merger communication● Neutral
Further SEC filing related to the pending GXII merger.
7 Nov 2022business combination● NeutralMajor
NioCorp registered the shares for its reverse merger with GX Acquisition Corp. II, the blank-cheque company whose trust would help fund the Elk Creek niobium, scandium and titanium project in Nebraska: each GX share converts at a fixed 11.1829212 NioCorp shares, and NioCorp picks up a Nasdaq listing alongside its Toronto one. How much cash actually arrives depends on how many GX holders take their money out of the trust instead, which is why the filing already contemplates a $65 million standby equity facility with Yorkville alongside it.
21 Oct 2022financial restatement▼ BadMajor
NioCorp's audit committee found an accounting error in how it recorded deferred financing costs and debt discounts when past loans were extinguished, forcing a restatement of its fiscal 2021 and 2022 financial statements.
12 Oct 2022merger communication▲ Good
In another investor interview, CEO Mark Smith described the GXII deal as an unusual reverse-SPAC structure where NioCorp, not the SPAC, is doing the acquiring, giving it a Nasdaq listing alongside its TSX listing.
11 Oct 2022merger communication▲ Good
NioCorp's CEO Mark Smith explained the pending GXII deal to investors in a media interview, calling the Nasdaq listing "a tremendous attribute" for the company.
7 Oct 2022merger communication● Neutral
Further SEC filing related to the pending GXII merger.
7 Oct 2022merger communication● Neutral
Further SEC filing related to the pending GXII merger.
7 Oct 2022merger communication● Neutral
Further SEC filing related to the pending GXII merger.
7 Oct 2022business combination● Neutral
NioCorp filed additional SEC disclosures on its pending GXII merger.
7 Oct 2022merger communication● Neutral
Further SEC filing related to the pending GXII merger.