GX Acquisition Corp. II (GXII) Shareholders Approve NioCorp Deal
by Nicholas Alan Clayton on 2023-03-16 at 8:58am

GX Acquisition Corp. II (OTC:GXII) announced this morning that its shareholders have approved its combination with rare earth mineral miner NioCorp (TSX:NB) and the parties expect to close the transaction on March 17.

The SPAC showed in an earlier 8-K filing that it saw about 95% of shares redeemed at the March 15 shareholder vote, reducing GX II’s trust to about $15.3 million. But, NioCorp expects to have access to up to $71.9 million in total proceeds through a pair of new Yorkville financing facilities.

These are to come in the form of about $15.4 million in convertible notes from Yorkville and a standby equity facility worth up to $61.6 million over the next three years. Despite the deal’s $20.3 million in transaction costs, this is enough to cover its $50 million minimum cash condition.

NioCorp CEO and Executive Chairman Mark Smith noted some disappointment in its final cash haul in the parties’ press release, noting “all of us would rather have seen higher proceeds from the GXII transaction”. But, he anticipated that the Yorkville facilities will provide enough capital access for it to advance its Elk Creek mining project.

The combined company is expected to begin trading on the Nasdaq under the symbol “NB” on March 21. The parties announced the $313.5 million combination in September 2022.

Centennial, Colorado-based NioCorp is developing a mine in Elk Creek, Nebraska that holds the potential to exploit several critical minerals including the highest-grade Niobium found in North America.

The company noted in its investor presentation that it expects to need $25 million for preliminary steps at the mine site, $150 million to get through initial construction and $285 million to fully execute its development.

Smith said in the press release that it is “on the US Government’s radar screen now” and hopes this transaction will help advance efforts to firm up a non-binding letter of interest for up to $800 million in support from the US Export-Import Bank.


ADVISORS

  • SWI Partners Limited is serving as an advisor to NioCorp.
  • Jones Day is serving as legal counsel to NioCorp in the U.S.
  • 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 to GX Acquisition Corp. II.
  • BTIG, LLC is serving as a capital markets advisor to GX Acquisition Corp. II.
  • Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to GXII in the U.S.
  • Stikeman Elliott LLP is serving as legal counsel to GXII in Canada.
  • DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co.

 

GX Acquisition Corp. II (GXII) Shareholders Approve NioCorp Deal
Recent Posts
by Nicholas Alan Clayton on 2025-07-03 at 12:54pm

Crown PropTech (OTC:CPTKW) has entered into a definitive agreement to combine with rare earth mining firm Mkango Resources (TSX-V:MKA) at a pre-money equity value of $400 million. London-based Mkango is working to commercialize a chain of rare earth mining and refining facilities in Africa and Europe. The combined company is expected to trade on the...

by Nicholas Alan Clayton on 2025-07-03 at 8:27am

At the SPAC of Dawn One of the biggest sources of uncertainty in the SPAC market in recent years has been regulatory changes, but new shifts could be in its favor. SEC Chairman Paul Atkins told CNBC yesterday that the commission would review the rules for SPACs after “rather controversial” changes to the rules passed...

by Nicholas Alan Clayton on 2025-07-02 at 12:13pm

McKinley Acquisition Corporation (NASDAQ:MKLYU) has filed for a $150 million SPAC to hunt for an innovative target company with an experienced financial team that has dabbled in SPACs before. The new SPAC is offering investors one right to a 1/10 share in each unit with no overfunding of the trust, but it could provide a...

by Nicholas Alan Clayton on 2025-07-02 at 8:29am

At the SPAC of Dawn The rain of SPACs has continued with four expected to make their debuts during today’s trading sessions after pricing their IPOs overnight. The largest of these, EQV Ventures II (NASDAQ:EVACU), even managed an upsize, making it the largest SPAC IPO since Ares II (NYSE:AACT) pulled together $450 million in 2023....

by Nicholas Alan Clayton on 2025-07-02 at 6:28am

EQV Ventures II (NASDAQ:EVACU) announced the pricing of its upsized $420 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “EVACU”, Wednesday, July 2, 2025. The new SPAC plans to merge with an energy target involved in upstream exploration or production. EQV II’s management team is led by...

logo

Copyright © 2025 SPACInsider, Inc. All Rights Reserved