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                             January 30, 2023

       Mark A. Smith
       President and Chief Executive Officer
       NioCorp Developments Ltd.
       7000 South Yosemite Street, Suite 115
       Centennial, CO 80112

                                                        Re: NioCorp
Developments Ltd.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed January 17,
2023
                                                            File No. 333-268227

       Dear Mark A. Smith:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 12, 2023 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Questions and Answers About the Transactions
       May GX or GX's directors, officers or advisors, or their affiliates
purchase shares in connection
       with the Transactions?, page 19

   1.                                                   We note your revised
disclosure in response to prior comment 5 states that any privately
                                                        negotiated purchases
may be effected at purchase prices that are no higher than the per
                                                        share pro rata portion
of the Trust Account. However, you also state that the purpose of
                                                        any purchases of shares
could be to vote such shares in favor of the transactions. Please
                                                        provide your analysis
on how such potential purchases would comply with Rule 14e-5.
 Mark A. Smith
FirstName  LastNameMark
NioCorp Developments  Ltd.A. Smith
Comapany
January 30,NameNioCorp
            2023        Developments Ltd.
January
Page 2 30, 2023 Page 2
FirstName LastName
       You may contact Brain McAllister, Staff Accountant, at (202) 551-3341 or
Steve Lo,
Staff Accountant, at (202) 551-3394 if you have questions regarding comments on
the financial
statements and related matters. For questions regarding comments on engineering
matters, you
may contact John Coleman, Mining Engineer, at (202) 551-3610. Please contact
Karina Dorin,
Staff Attorney, at (202) 551-3763 or Laura Nicholson, Special Counsel, at (202)
551-3584 with
any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Energy &
Transportation