NIOCORP DEVELOPMENTS LTD — Director's Dealing 2023

Mar 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NIOCORP DEVELOPMENTS LTD (NB)
CIK: 0001512228
Period of Report: 2023-03-17

Reporting Person: Kehler Dean C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-17	Class B Common Stock of Elk Creek Resources Corp.	$	A	1956880	Acquired		Common Shares (1956880)	Direct
2023-03-17	Class B Common Stock of Elk Creek Resources Corp.	$	A	555038	Acquired		Common Shares (555038)	Indirect
2023-03-17	Warrants	$10.284	A	1657057	Acquired		Common Shares (1853073)	Direct

Footnotes

F1: These shares of Class B common stock of Elk Creek Resources Corp. (f/k/a GX Acquisiton Corp. II) ("Elk Class B Shares"), an indirect subsidiary of the Issuer, are exchangeable for the Issuer's common shares on a one-for-one basis. These shares have no expiration date.

F2: On March 17, 2023, the Issuer consummated the business combination ("Business Combination") contemplated by the Business Combination Agreement, dated as of September 25, 2022, as amended (the "Business Combination Agreement"), entered into by and among GX Acquisiton 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 Acquisiton Corp. II changed its name to "Elk Creek Resources Corp." GX Sponsor II LLC ("Sponsor") acquired Issuer securities and derivatives thereof in the Business Combination on behalf of its members, which were then immediately distributed to Sponsor's members, including the reporting person, on a pro rata basis for no consideration. The reporting person is a managing member of Sponsor with shared voting and investment discretion with respect to securities held of record by Sponsor, and therefore, previously indirectly beneficially owned these securities through Sponsor.

F3: Includes 834,060 unvested Elk Class B Shares.

F4: Unvested Elk Class B Shars 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.

F5: Includes 236,568 unvested Elk Class B Shares.

F6: 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.

F7: Each warrant is exercisable for 1.118292212 common shares of the Issuer, such that an aggregate of 1,657,057 warrants are exercisable for an aggregate of 1,853,073 common shares, with an aggregate exercise price of $19,056,155.50 (or approximately $10.284 per share).