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United States securities and exchange commission logo
January 12, 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. 1 to Registration Statement on Form S-4
Filed December 22, 2022
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 December 6, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Questions and Answers About the Transactions, page 7
1.We note your disclosure here and throughout your filing that as a result of the
Transactions, GX will become a subsidiary of NioCorp.  Please revise to clarify the voting
and equity interests that NioCorp will have in GX as a result of the Transactions.  For
example, we note that GX Class B common stock will be outstanding after the
consummation of the Transactions.  In addition, disclose in this section material terms
relating to the Earnout Shares, and clarify the economic, voting and dividend rights of the
holders of the GX Class B common stock in GX and the registrant before any exchange of
such shares into shares of the registrant’s common stock.

 FirstName LastNameMark A. Smith
 Comapany NameNioCorp Developments Ltd.
 January 12, 2023 Page 2
 FirstName LastName
Mark A. Smith
NioCorp Developments Ltd.
January 12, 2023
Page 2
Summary
Ownership of the Combined Company After the Closing, page 32
2.We note your response to prior comment 13, and note that your disclosure in this section
regarding relative ownership and voting interests assumes that all of the Second Merger
Class B Shares are exchanged into NioCorp Common Shares.  Please also disclose in this
section the ownership and voting interest of the GX Class B Holders assuming that such
shares are not exchanged into NioCorp Common Shares.
Listing, page 34
3.We note your revised disclosure in response to prior comment 10 that the Nasdaq listing is
a closing condition that could be waived without further solicitation of the NioCorp
Shareholders or GS Stockholders or recirculation of the joint proxy statement/prospectus.
Please provide us with your analysis as to why recirculation or resolicitation would not be
required if this condition were waived.  Please include in your analysis why the holders of
the public shares would not view the listing on Nasdaq as a material part of their voting
decision or decision as to whether to exercise their redemption rights.  In addition,
please provide risk factor disclosure that addresses the potential consequences to
investors, including the ability of investors to buy and sell shares of common stock, if the
Nasdaq Capital Market does not approve the listing application of the Combined
Company, but the parties waive this closing condition and proceed with the transactions.
GX Stockholders will experience immediate dilution due to the Transactions and may experience
additional dilution as a consequence..., page 62
4.We note your revised disclosure in response to prior comment 48.  Please expand your
tabular disclosure to reflect the possible sources of dilution that non-redeeming GX Public
Stockholders could experience on a percentage basis.  In addition, please revise to disclose
any material assumptions used to calculate share amounts in this table, including with
respect to the common shares issuable upon the conversion of the NioCorp Convertible
Debentures into NioCorp Common Shares, and upon the exercise of all NioCorp
Financing Warrants into NioCorp Common Shares.
Risk Factors
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 62
5.We note your response to prior comment 19 and reissue it in part.  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.  In that regard, we note you disclose on page 20 that

 FirstName LastNameMark A. Smith
 Comapany NameNioCorp Developments Ltd.
 January 12, 2023 Page 3
 FirstName LastNameMark A. Smith
NioCorp Developments Ltd.
January 12, 2023
Page 3
privately negotiated purchases of shares may be effected at purchase prices that are in
excess of the per share pro rata portion of the Trust Account.
GX Proposal No. 3 Through No. 9 - The Charter Proposal, page 115
6.We note your revised disclosure that the non-binding, advisory proposals in GX Proposals
No. 3 through No. 9 “will not apply” to the existing holders of GX Class A Shares
because they will not continue to be direct stockholders of GX, as GX will be a subsidiary
of NioCorp following the consummation of the Transactions.  Please revise to clarify the
significance of the GX charter following the consummation of the Transactions, including
with respect to the rights of the holders of the Class B common stock and the registrant.
Please also revise to clarify the impact that the GX charter will have on the registrant’s
shareholders following the consummation of the Transactions, as the charter of an
operating subsidiary of the registrant.
7.We note your disclosure that the table in this section sets forth a summary of the key
proposed changes and differences between the GX Existing Charter and the GX Proposed
Charter.  Please revise such table to disclose all material changes reflected in the GX
Proposed Charter.  For example, we note that the GX Proposed Charter includes
provisions relating to dividends payable with respect to Earnout Shares.
The Transactions
Background of the Transactions, page 120
8.In order to provide investors with a better understanding of the transaction and corporate
structure following the business combination, please explain the strategic rationale for
implementing each of the First and Second Mergers.
9.We note you have revised your disclosure to disclose that because the exchange of GX
Common Stock for NioCorp Common Shares is expected and intended to be a taxable
exchange for U.S. federal income tax purposes and the GX Founder Shares held by the
Sponsor have substantial built-in gain, it was agreed that the Sponsor would continue to
own its GX Founder Shares following the transaction with a right to exchange the GX
Founder Shares for NioCorp Common Shares in the future.  Please expand your disclosure
to explain in greater detail any material ways in which the structure benefits the Sponsor
and achieves its intended benefits, including any tax and liquidity benefits.  In addition,
please ensure any conflicts of interest related to such benefits are addressed here and in
the Risk Factors section.
10.We note your revised disclosure in response to prior comment 53 and reissue it in
part.  Please expand your disclosure to discuss that the estimated implied value of merger
consideration to GX shareholders of $8.75 is at a discount to the GX Class A share closing
price of $9.80 on September 23, 2022 and describe what consideration was given, if any,
by GX's board to the discount to GX's Class A shares' trading price reflected in the
consideration for the business transaction.

 FirstName LastNameMark A. Smith
 Comapany NameNioCorp Developments Ltd.
 January 12, 2023 Page 4
 FirstName LastName
Mark A. Smith
NioCorp Developments Ltd.
January 12, 2023
Page 4
Opinion of GX's Financial Advisor, page 144
11.We note your response to prior comment 40, including your response that the Corporate
Presentation that Scalar reviewed was NioCorp’s investor presentation providing an
overview of the transactions with GX, the critical minerals NioCorp is focused on, and
disclosing details on the Elk Creek Project that was subsequently filed as an Exhibit to the
Current Report on Form 8-K filed by NioCorp on October 7, 2022. Please revise to
provide such clarification in your filing.
Exhibits
12.Please obtain and file a revised legality opinion that opines on all relevant securities being
registered pursuant to the registration statement.  In that regard, we note that you revised
Exhibit 107 to reflect that you removed from registration the issuance of 83,871,907
NioCorp common shares issuable upon exchange of the Second Merger Class B Shares,
but Exhibit 5.1 states that this registration statement seeks to register such Second Merger
Common Shares.  In addition, please ensure that the description of securities being
registered under the registration statement as described in the opinion includes the
15,666,667 common share purchase warrants. In that regard, we note that such warrants
are included in the fee table in Exhibit 107.
            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