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United States securities and exchange commission logo
December 6, 2022
Mark A. Smith
President and Chief Executive Officer
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
Re:NioCorp Developments Ltd.
Registration Statement on Form S-4
Filed November 7, 2022
File No. 333-268227
Dear Mark A. Smith:
            We have reviewed your 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.
Registration Statement on Form S-4
Questions and Answers About the Transactions
Q: Why am I receiving this joint proxy statement/prospectus?, page 7
1.Please revise your disclosure to clarify whether the approval of certain proposals are
conditioned upon the approval of other specified proposals.  See Rule 14a-4(a)(3) of
Regulation 14A.
2.Please disclose in this section the material terms of the Exchange Agreement, or provide a
cross-reference to the section of your filing where such information is provided.  For
example, we note that you have not referenced in this section the “End Date” of the
exchange right, or the terms of the Cash Exchange Election set forth in the agreement.

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December 6, 2022
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Q: Do any of the directors or officers of NioCorp or GX have interests in the Transactions that
may differ from..., page 8
3.Please quantify here and in other relevant sections of the registration statement the
aggregate dollar amount of what the sponsor and its affiliates have at risk that depends on
completion of a business combination. Include the current value of securities held, loans
extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are
awaiting reimbursement, if any. Provide similar disclosure for the company's officers and
directors, if material.
4.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
5.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
6.We note GX's amended and restated certificate of incorporation waived the corporate
opportunities doctrine.  Please address this potential conflict of interest and whether it
impacted the search for an acquisition target.
7.Please expand your disclosure to discuss the sponsor’s ownership interest in the combined
company. Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
8.We note that GX's sponsor, officers and directors have agreed not to redeem or elect to
cause GX to redeem any of their founder shares in connection with the transactions.
Please describe any consideration provided in exchange for this agreement.
Q: Is the obligation of each of NioCorp and GX to complete the Transactions subject to any
conditions?, page 9
9.We note you disclose that the consummation of the transactions is subject to the
satisfaction or waiver of certain closing conditions.  Please revise to clarify each condition
that is subject to being waived and the consequences of any such waiver.
10.We note you disclose that one of the closing conditions to the consummation of the
transactions is receipt of approval for listing on Nasdaq of the NioCorp common shares to
be issued in connection with the transactions and the NioCorp assumed warrants.  Please
disclose which Nasdaq market tier you intend to list on and whether this condition to
closing could be waived without recirculation or resolicitation. Also, please advise us as to
the Nasdaq listing standard that you intend to qualify for, the status of your listing process
and whether it appears at this time that you meet the listing standard.
11.Please expand your disclosure to discuss whether the minimum cash condition of
$15,000,000 may be satisfied with funds in the Trust Account and, if so, the maximum

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December 6, 2022
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number of shares that may be redeemed without causing such cash condition to be
unsatisfied.  In that regard, we note that the letters of intent entered into with respect to the
Yorkville financing are non-binding.
Questions and Answers About the GX Stockholder Meeting
Q. Why is GX proposing the Business Combination Proposal?, page 17
12.We note your disclosure that based on due diligence investigations into NioCorp, GX
believes NioCorp is well positioned to be a reliable, U.S.-based supplier that will produce
the referenced minerals in “an environmentally superior manner” and with a “strong focus
on sustainability.”  Please describe the meaning of such terms in this context.
Summary
Ownership of the Combined Company After the Closing, page 29
13.In this section, please provide tabular disclosure that describes the equity ownership in the
combined company by GX public stockholders, holders of GX founder shares, NioCorp
stockholders, and others, following the completion of the Transactions under no
redemption and maximum redemption scenarios, as well as the fifty percent redemption
scenario.  Please also provide tabular disclosure that illustrates the voting power of such
parties in the combined company following completion of the Transactions under each
such redemption scenario.
14.Please disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
15.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
16.It appears that the reduced underwriting fees remain constant and are not adjusted based
on redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Registration Rights and Lock-up Agreement, page 30
17.Please revise to disclose the amount of shares of common stock that will have registration
rights following the consummation of the transactions.
Risk Factors, page 46
18.Disclose the material risks to unaffiliated investors presented by conducting the
Transactions through a merger rather than an underwritten offering. These risks could
include the absence of due diligence conducted by an underwriter that would be subject to
liability for any material misstatements or omissions in a registration statement.

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NioCorp Developments Ltd.
December 6, 2022
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Risks Relating to GX and the Transactions
GX's Sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or
warrants from the GX Public Stockholders..., page 51
19.We note your disclosure here and elsewhere that GX’s Sponsor, directors, officers,
advisors or their affiliates may purchase GX Class A Shares or GX Public Warrants or a
combination thereof in privately negotiated transactions or in the open market and that
the purpose of any such purchases of shares could be to vote such shares in favor of the
Transactions.  We also note your disclosure that any such privately negotiated purchases
may be effected at purchase prices that are in excess of the per share pro rata portion of
the Trust Account.  Please provide your analysis on how such potential purchases would
comply with Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and
Schedules Compliance and Disclosure Interpretation 166.01 for guidance.
Unaudited Pro Forma Condensed Combined Financial Information
Introduction, page 64
20.We note from disclosure that GX will be treated as the "acquired" company for financial
reporting purposes. We also note from page 74 that immediately following the completion
of the transactions it is expected that the current NioCorp Shareholders and the current
GX shareholders will respectively own 42% and 58% of outstanding NioCorp Common
Shares.  Please provide us a robust analysis to support your conclusion that NioCorp
Developments Ltd is an accounting acquirer for the financial reporting purposes. Refer to
ASC 805-10-55-10 to 55-15.
21.Please provide tabular disclosure to summarize the number and percentage ownership of
the combined entity common stock outstanding, held by GX public stockholders, GX
founder shares, NioCorp stockholders, and others, following the completion of the
transaction under both no redemption and maximum redemption scenarios.
22.We note from page 66 that you will issue 335,487,636 NioCorp Common
Shares assuming no redemptions. Please also disclose the number of NioCorp Common
Shares to be issued assuming maximum redemptions.
23.We note from page 66 that the aggregate equity value of the outstanding GX Class A
shares and GX Class B shares before the transactions and prior to redemptions was
determined to be $343.5 million, based on the pro rata redemption amount per share as of
June 30, 2022 of approximately $10 per share.  Please revise to disclose separately the
values of GX Class A shares and GX Class B shares, including number of shares, and
amount per share.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 68
24.We note from your footnote H that you included $16 million of convertible debt with
Yorkville in the pro forma balance sheet. We also note from page 149 that each NioCorp
Convertible Debenture will bear interest at 5% per annum. Please clarify why there were

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no adjustments for interest expense associated with the Yorkville financing and any debt
issuance costs and related amortization.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information, page 69
25.
We note you provided multiple footnotes to one amount of adjustment for pro forma
balance sheet on page 67. For each adjustment you made, please revise to clearly show, in
a tabular format, what individual amounts were included in the calculation leading to the
amount of adjustment in each redemption scenario. In addition, provide sufficient
explanations for each of those individual amounts separately. Refer to Rule 11-02(a)(8) of
Regulations S-X.

26.Please revise footnote B to clarify whether the $7,062,000 of transaction costs to be paid
in cash includes the advisory fee of $382,382 disclosed on page 180.  In addition, revise to
present (1) the amounts of transaction costs incurred and recognized in the historical
financial statements for the periods presented of NioCorp and GX and (2) the amounts of
transaction costs that have been incurred but not recognized in the historical financial
statements of NioCorp and GX.  Tell us how you present in the pro forma financial
statements for those transaction costs that have incurred but not recognized in the
historical financial statements or are expected to be incurred.
27.Please revise your footnote D on page 70 to describe how you determined the fair value of
$42.6 million reported as a noncontrolling interest.
28.Please revise your footnote (G) on page 71 to describe how you determined the fair value
of $2.7 million for Earnout Shares obligation.
29.Please revise your footnote L to clearly show quantitatively how the percentages were
calculated and how the amounts of the adjustments for net income (loss) attributable to
noncontrolling interests were calculated.
(3) Loss Per Share, page 71
30.We note from page 72 that the numbers of shares issued to GX shareholders are to be
335,487,636 shares under no redemptions and 3,438,748 shares under the maximum
redemptions.  Please revise to clarify whether these numbers of shares include the shares
issued to Class B GX shareholders.  To the extent these shares do not include the shares
issued to Class B GX shareholders, revise the caption to indicate these shares issued to
GX Shareholders are for Class A GX shareholders.
31.We note you presented 637,427 shares to be issued for payment of transaction costs.  We
also note from footnotes A, B and C that you will issue shares to cover these transaction
costs.  Please revise to disclose the number of shares to be issued for each of A, B, and C
and reconcile to 637,427 shares.

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NioCorp Developments Ltd.
December 6, 2022
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32.Please provide a footnote to show how 3,354,876 shares for payment of deferred
underwriting fees were derived.
GX Special Meeting of Stockholders, page 92
33.With respect to the proposed changes to the GX charter reflected in GX proposals 2 and 3,
please clarify the reasons for and the general effect of such amendments in the context of
the Transactions.  In that regard, we note that as a result of the Transactions, GX will
become a subsidiary of NioCorp.
The Transactions
Background of the Transactions, page 106
34.Please revise your disclosure to describe in greater detail how Mr. Baer of GX was
introduced to Mr. Mark Smith of NioCorp.
35.Please substantially revise your disclosure throughout this section to discuss in greater
detail the substance of meetings and discussions among representatives of GX and
NioCorp, including the material terms that were discussed, how parties' positions differed,
and how issues were resolved.  For example, please discuss how the parties determined
the transaction structure, a valuation of $255 million for NioCorp, the exchange ratio, and
the minimum cash condition.
36.Please expand your disclosure to discuss the negotiations between the parties
and Yorkville leading up to the delivery of the non-binding term sheets by and among
GX, NioCorp and Yorkville for the standby equity purchase agreement and the unsecured
convertible debenture on August 30, 2022.
Opinion of NioCorp's Financial Advisor, page 124
37.Please quantify the fees GenCap will receive for acting as financial advisor in connection
with the business combination and any alternative transaction, and the fee for rendering its
opinion. See Item 4(b) of Form S-4 and Item 1015(b)(4) of Regulation M-A.
Discounted Cash Flow & Market Multiples Analysis, page 127
38.Please disclose any additional criteria that was utilized in identifying the companies
selected by GenCap for its Discounted Cash Flow & Market Multiples Analysis.  In
addition, discuss whether any companies meeting the selection criteria used by GenCap in
this analysis were excluded from the analysis and, if applicable, explain why such
companies were excluded.
Opinion of GX's Financial Advisor, page 130
39.We note you disclose that pursuant to the original engagement letter dated September 14,
2022, Scalar agreed