NEW YORK, March 20, 2023 /CNW/ - Cooper Road, LLC (the "Acquiror"), an entity controlled by Jay R. Bloom, today announced that in connection with closing of the previously announced business combination between NioCorp Development Ltd. ("NioCorp") and GX Acquisition Corp. II ("GXII") pursuant to the Business Combination Agreement, dated September 25, 2022, among NioCorp, GXII and Big Red Merger Sub Ltd., which occurred on March 17, 2023, the Acquiror has acquired beneficial ownership of, or control and direction over, securities exchangeable or exercisable into common shares in the capital of NioCorp ("Common Shares") as set out below. This news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing by the Acquiror of an early warning report dated March 20, 2023. The early warning report respecting the occurrence giving rise to this filing (the "Early Warning Report") has been filed on the SEDAR at www.sedar.com under NioCorp's issuer profile.

Prior to Closing, the Acquiror did not have beneficial ownership of any securities in the capital of NioCorp or any securities convertible into securities in the capital of NioCorp. At Closing following the previously announced 10-to-1 consolidation of the Common Shares and distribution from GX Sponsor II LLC of the securities it held to its investors (including the Acquiror), the Acquiror acquired beneficial ownership of, or control and direction over, (i) 2,311,612 shares of Class B common stock in the capital of Elk Creek Resources Corp. (a wholly-owned subsidiary of NioCorp) that are exchangeable into Common Shares (comprising 1,320,126 vested shares (the "Vested Shares"), and 991,486 shares (the "Earnout Shares") the release of which is subject to achieving market share price milestones as described and further referenced in the Early Warning Report), and (ii) 1,615,057 warrants to acquire Common Shares ("NioCorp Warrants") that are exercisable into an aggregate of 1,806,105 Common Shares.

Assuming the exchange by the Acquiror of all of its Vested Shares into Common Shares and exercise by the Acquiror of all of its NioCorp Warrants, the Acquiror would beneficially own, or have control and direction over, 3,126,231 Common Shares, representing approximately 9.44% of all Common Shares outstanding on a partially-diluted basis (not taking into account all other securities convertible or exchangeable into Common Shares). Assuming release in full of the Earnout Shares, exchange by the Acquiror of all of its Vested Shares and released Earnout Shares into Common Shares and exercise by the Acquiror of all of its NioCorp Warrants, the Acquiror would beneficially own, or have control and direction over, 4,117,717 Common Shares, representing approximately 12.07% of all Common Shares outstanding on a partially-diluted basis (not taking into account all other securities convertible or exchangeable into Common Shares). The securities of NioCorp were acquired by the Acquiror pursuant to the distribution from GX Sponsor II LLC.

The Acquiror acquired the securities subject to this early warning release for investment purposes in connection with closing of the business combination and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over securities of NioCorp through market transactions, private agreements, treasury issuances, exercise of options, convertible securities or otherwise.

The address of the Acquiror is located at 1325 Avenue of the Americas, 28th Floor New York, NY 10019.

The head office of NioCorp is located at 7000 South Yosemite Street Suite 115 Centennial, CO 80112.

For further information or to obtain a copy of the related early warning report, please contact: Andrea J. Kellett (Tel: (212) 616-3700).

SOURCE Cooper Road, LLC

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