Michael G. Maselli - Mar 17, 2023 Form 3 Insider Report for NIOCORP DEVELOPMENTS LTD (NB)

Role
Director
Signature
/s/ Neal Shah
Stock symbol
NB
Transactions as of
Mar 17, 2023
Transactions value $
$0
Form type
3
Date filed
3/21/2023, 06:30 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding NB Class B Common Stock of Elk Creek Resources Corp. Mar 17, 2023 Common Shares 563K Direct F1, F2, F3
holding NB Warrants Mar 17, 2023 Common Shares 215K $10.28 Direct F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects securities acquired from GX Sponsor II LLC ("Sponsor") in a pro rata distribution to all Sponsor members immediately following the closing of the business combination (the "Business Combination") contemplated by the Business Combination Agreement, dated as of September 25, 2022, as amended, entered into by and among GX Acquisition Corp. II, the Issuer, and Big Red Merger Sub Ltd, a wholly owned subsidiary of the Issuer. After the closing of the Business Combination, GX Acquisition Corp. II became an indirect subsidiary of the Issuer and changed its name to "Elk Creek Resources Corp."
F2 These shares of Class B common stock of Elk Creek Resources Corp. ("Elk Class B Shares") are exchangeable for the Issuer's common shares on a one-for-one basis. Unvested Elk Class B Shares will vest if, from the closing of the Business Combination until the tenth anniversary thereof, the volume-weighted average price ("VWAP") of the Issuer's common shares exceeds certain thresholds as follows: (a) one-half will vest if the VWAP of the Issuer's common shares exceeds $12.50 for any 20 trading days within any 30 trading day period, and (b) the remaining half will vest if the VWAP of the Issuer's common shares exceeds $15.00 for any 20 trading days within any 30 trading day period.
F3 Includes 223,996 unvested Elk Class B Shares.
F4 The warrants may be exercised commencing 30 days after the consummation of the Business Combination and expire five years after the consummation of the Business Combination or earlier upon redemption.
F5 Each warrant is exercisable for 1.118292212 common shares of the Issuer, such that an aggregate of 192,392 warrants are exercisable for an aggregate of 215,150 common shares, with an aggregate exercise price of $2,212,508 (or approximately $10.284 per share).

Remarks:

Exhibit 24.1 - Power of Attorney