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NIOCORP DEVELOPMENTS LTD.

7000 South Yosemite Street, Suite 115

Centennial, CO 80112

December 22, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Brain McAllister

    Steve Lo

    John Coleman

    Karina Dorin

    Laura Nicholson

 Re: NioCorp Developments Ltd.

Registration Statement on Form S-4

Filed November 7, 2022

File No. 333-268227

Ladies and Gentlemen:

NioCorp Developments Ltd., a company organized under the laws of
the Province of British Columbia (“NioCorp,” the “Company,” “we,” or “our”),
is in receipt of the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the Commission’s letter dated December 6, 2022 (the “Comment Letter”) with respect to our Registration
Statement on Form S-4 filed with the Commission on November 7, 2022 (the “Form S-4”).

An amended Form S-4 is being filed with the Commission today (the
“Amended Form S-4”). Below are the Company’s responses to the Comment Letter. For your convenience, the italicized
numbered responses set forth below correspond with the comments contained in the Comment Letter.

Form S-4 Filed November 7, 2022

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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages i, v, 94, 97, 99, 101, 102,
112, 114, 118 and 119 of the Amended Form S-4.

 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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on page 7 of the Amended Form S-4
to include a cross-reference to Note 4 to the Unaudited Pro Forma Condensed Combined Financial Information, which sets forth the material
terms of the Exchange Agreement, including the “End Date” of the Exchange Right and a description of the terms of the Cash
Exchange Election.

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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 9, 39, 61, 105 and 110 of
the Amended Form S-4.

 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.

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Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 8, 38, 60, 62, 104 and 110
of the Amended Form S-4.

 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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 9, 39, 61, 105 and 110 of
the Amended Form S-4.

 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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 9, 38-39, 60-61, 104-105,
110 and 120-121 of the Amended Form S-4.

 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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has provided the Sponsor’s potential ownership interest in the combined company as a percentage of
outstanding shares of NioCorp Common Shares following the Transactions on pages 11-12 and 237-238 of the Amended Form S-4.

 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.

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Response:

The Company respectfully acknowledges the Staff’s
comment and advises the Staff that GX’s sponsor, officers and directors were provided no consideration in exchange for
executing the letter agreements with GX. In response to the Staff’s comment, the Company has revised the disclosure on pages v, 24, 62 and 105 of the Amended Form S-4.

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.

Response:

In response to the Staff’s comment, the Company respectfully
acknowledges the Staff’s comment and, in response to the Staff’s comment, has revised the disclosure on pages 9-10, 27-28,
59-60 and 157-158 of the Amended Form S-4 to clarify that each of the listed conditions may be waived by the party or parties in whose
favor such closing condition is made, to the extent permitted by applicable law. The Company respectfully submits that, prior to waiving
any condition, the applicable party would consider the consequences of such waiver, which will vary depending on the particular condition
and the facts and circumstances surrounding a waiver of such condition. As a result of the number and extent of such potential facts and
circumstances, it is impracticable to predict and address the material consequences of such hypothetical waivers.

 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.

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Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 34 and 150 of the Amended
Form S-4 to reflect that, although this condition may be waived without further solicitation or recirculation, it has applied for listing
of the NioCorp Common Shares and NioCorp Assumed Warrants on Nasdaq. NioCorp currently expects to meet the minimum requirements for the
Nasdaq Capital Market under the “Equity Standard” or the “Market Value of Listed Securities Standard,” in each
case subject to completion of the Company’s contemplated reverse stock split. The Company otherwise believes that it qualifies for
listing on the Nasdaq Capital Market under such standards and intends to list on the highest tier for which it qualifies.

 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 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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 9, 30, 59 and 133 of the
Amended Form S-4.

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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on page 18 of the Amended Form S-4.

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

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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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure pages 31-34 and 111-112 of the Amended
Form S-4.

 14. Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined company, assuming exercise
and conversion of all securities.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 33 and 112 of the Amended
Form S-4.

 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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 33 and 112 of the Amended
Form S-4.

 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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on pages 33 and 112 of the Amended
Form S-4.

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.

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Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that the total number of shares of common stock that will have registration rights following the consummation of
the transactions will not be known until the Yorkville Convertible Debt Financing Agreement and the Yorkville Equity Facility Financing
Agreement have been finalized, as each of those financing arrangements will impact the number of shares subject to registration under
the Registration Rights and Lock-Up Agreement. The Company has revised the disclosure on page 161 of the Amended Form S-4 and will complete
such disclosure once the requisite information is available.

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.

Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that, in response to the Staff’s comment, it has revised the disclosure on page 54 of the Amended Form S-4.

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.

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Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that any such purchases by GX’s Sponsor, directors, officers, advisors or their affiliates would only be made
in compliance with applicable law, including Rule 14e-5 of the Exchange Act. As disclosed in the Form S-4, none of GX’s Sponsor,
directors, officers, advisors or any of their respective affiliates have current commitments, plans, or intentions to engage in such transactions
and have not formulated any terms or conditions for any such transactions.

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.

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Response:

The Company respectfully acknowledges the Staff’s comment
and advises the Staff that it has considere