NIOCORP DEVELOPMENTS LTD — Director's Dealing 2023

Mar 21, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Maselli Michael G (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock of Elk Creek Resources Corp.	$		Common Shares (563081)		Direct
Warrants	$10.284		Common Shares (215150)		Direct

Footnotes

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).