0001539497-23-000469.txt : 20230321 0001539497-23-000469.hdr.sgml : 20230321 20230321183044 ACCESSION NUMBER: 0001539497-23-000469 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230317 FILED AS OF DATE: 20230321 DATE AS OF CHANGE: 20230321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Maselli Michael G CENTRAL INDEX KEY: 0001756005 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41655 FILM NUMBER: 23750820 MAIL ADDRESS: STREET 1: 1325 AVENUE OF THE AMERICAS, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: Maseli Michael G. DATE OF NAME CHANGE: 20181015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NIOCORP DEVELOPMENTS LTD CENTRAL INDEX KEY: 0001512228 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 7000 S. YOSEMITE STREET STREET 2: STE. 115 CITY: CENTENNIAL STATE: CO ZIP: 80112 BUSINESS PHONE: 720-639-4647 MAIL ADDRESS: STREET 1: 7000 S. YOSEMITE STREET STREET 2: STE. 115 CITY: CENTENNIAL STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: QUANTUM RARE EARTH DEVELOPMENTS CORP. DATE OF NAME CHANGE: 20110204 3 1 ownership.xml X0206 3 2023-03-17 0 0001512228 NIOCORP DEVELOPMENTS LTD NB 0001756005 Maselli Michael G C/O NIOCORP DEVELOPMENTS LTD. 7000 YOSEMITE STREET, SUITE 115 CENTENNIAL CO 80112 1 0 0 0 Class B Common Stock of Elk Creek Resources Corp. Common Shares 563081 D Warrants 10.284 Common Shares 215150 D 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." 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. Includes 223,996 unvested Elk Class B Shares. 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. 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). Exhibit 24.1 - Power of Attorney /s/ Neal Shah 2023-03-21 EX-24.1 2 n2574_x105exh24-1.htm POWER OF ATTORNEY

Exhibit 24.1

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, hereby constitutes and appoints each of Mark A. Smith and Neal Shah, signing singly and with full power of substitution and resubstitution, the undersigned’s true and lawful attorney-in-fact to:

 

(1)       execute for and on behalf of the undersigned, in the undersigned’s capacity as an executive officer or director of NioCorp Developments Ltd. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

 

(2)       do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, including any amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)       take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of March, 2023.

 

/s/ Michael G. Maselli                     
Michael G. Maselli