NioCorp SPAC Presentation Deck
Transaction Summary
NioCorp to acquire GXII and expects to become listed on Nasdaq in addition to its current TSX listing.
Pro-Forma Enterprise Value of $313.5 million with a market cap of $598.5 million assuming no
redemptions and a $10.00 share price.
Assuming no redemptions, NioCorp would receive $285 million from cash in GXII's trust after
estimated cash deal expenses. This does not include any potential proceeds or expenses related to the
contemplated financing associated with the Yorkville letters of intent.
NioCorp can move the Elk Creek project significantly forward towards operation, with various levels of
funding.
Transaction Structure
Alignment of incentives with GXII, as shares to be received in the transaction with respect to 3.15
million founder shares are subject to vesting requirements at higher share prices.
At closing, GXII shareholders will, or will have the right to, receive shares in NioCorp based on a
conversion ratio determined by the transaction value. NioCorp is expected to execute a reverse stock
split.
Post-Close
Pro Forma
Ownership
NioCorp
Critical Mineral Security
SPAC Public
Equity Holders
50%
Existing
Shareholders
43%
Sponsor
7%
Pro-forma Capitalization ($ in millions, except share price)
Share Price
Shares Outstanding (million)
Pro-forma Equity Value
GXII Cash to Newco Balance Sheet
Net Cash as of June 30, 2022
Pro-forma Enterprise Value
Illustrative Sources and Uses
Sources
Existing Shareholders
SPAC Cash in Trust
Total
Uses
Existing Shareholders
Cash to Balance Sheet
Estimated Fees and Expenses
Total
$ million
$255.0
$300.0
$555.0
$ million
$255.0
$285.0
$15.0
$555.0
$10.00
59.9
$598.5
$285.0
$2.54
$313.5
%
45.9%
54.1%
100.0%
%
45.9%
51.4%
2.7%
100.0%
NOTES: The amounts from sources and uses may change based on the amount of public stockholder redemptions. Pro-forma ownership assumes the impact of all options and other dilutive securities on a fully diluted and net-share settled
basis calculated according to the treasury stock method at an illustrative $10.00 share price. Pro-forma ownership does not include (i) 1,575,000 founder shares subject to vesting at $13.42 per share (based on GXII pre-transaction shares,
prior to exchange and adjustment in connection with the business combination) and 1,575,000 founder shares subject to vesting at $16.77 per share (based on GXII pre-transaction shares, prior to exchange and adjustment in connection with
the business combination), (ii) any NioCorp options or warrants that are out-of-the money, (iii) any dilutive impact from the outstanding NioCorp convertible note and (iv) 15.667 million GXII public/private warrants with a pre-exchange
exercise price of $11.50/share. Transaction expenses are estimated and may change and certain service providers may receive additional compensation in shares of stock which are not included. The share prices and number of shares
assume a transaction structure based on the GXII capital structure and shall be equitably adjusted to reflect the exchange of GX securities to NioCorp securities.
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