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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 1, 2023
NioCorp Developments Ltd.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
(State or other jurisdiction
of incorporation) |
000-55710
(Commission File Number) |
(IRS Employer
Identification No.) |
7000 South Yosemite Street, Suite 115
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area
code: (720) 639-4647
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Shares, without par value |
NB |
The Nasdaq Stock Market LLC |
Warrants, each exercisable for 1.11829212 Common Shares |
NIOBW |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September
1, 2023, NioCorp Developments Ltd. (the “Company”) closed (the “Closing”) a non-brokered private placement
(the “Private Placement”) with a single investor of units of the Company (the “Units”), each of which consists
of one of the Company’s common shares, without par value (the “Common Shares”), and one of the Company’s
Common Share purchase warrants (the “Warrants”). Each Warrant is exercisable for one Common Share at a price of US$4.60 until
September 1, 2025.
The above summary of the
material terms of the Warrants is qualified in its entirety by the actual terms and conditions of the Warrants, a form of which is filed
as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.
Subscription Agreement
In connection with the Private
Placement, the Company entered into a subscription agreement (the “Subscription Agreement”) by and between the Company and
the investor. The Subscription Agreement contains the terms of the Private Placement and typical representations and warranties from the
investor to the Company and from the Company to the investor.
The above summary of the
material terms of the Subscription Agreement is qualified in its entirety by the actual terms and conditions of the Subscription Agreement,
a form of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On
September 1, 2023, in connection with the Closing, the Company issued 250,000 Units at a price of US$4.00 per Unit, for aggregate gross
proceeds of US$1,000,000 for the Closing. The Units were issued on a private offering basis to the investor with whom the Company had
a pre-existing relationship pursuant to the exemption from the registration requirements of the Securities Act of 1933 (the “Securities
Act”) provided by Rule 506(b) of Regulation D thereunder and Section 4(a)(2) thereof, in each case, pursuant to the representations
and covenants the investor made to the Company in connection with their purchase of the Units.
The disclosure contained
in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
On September 1, 2023,
the Company issued a press release announcing the closing of the Private Placement. A copy of the September 1, 2023 press release is filed
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report
on Form 8-K does not constitute an offer to purchase, nor a solicitation of an offer to sell, the Units or any other securities. The Units
and the underlying securities have not been, and will not be, registered under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from registration requirements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
NIOCORP DEVELOPMENTS LTD. |
|
|
|
DATE: September 1, 2023 |
By: |
/s/ Neal S. Shah |
|
|
Neal S. Shah
Chief Financial Officer |
Exhibit 4.1
THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE
ON OR BEFORE 4:30 P.M. (VANCOUVER TIME) ON [●], 2025, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID
AND OF NO FURTHER FORCE OR EFFECT.
[For all Warrants, include the following
legend until such time as it is no longer required in accordance with applicable Canadian securities laws:]
“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●], 2024.”
[Include the following legend on Warrants
issued in the United States:]
"THE SECURITIES REPRESENTED HEREBY
AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES,
AGREES FOR THE BENEFIT OF NIOCORP DEVELOPMENTS LTD. (THE “COMPANY”), THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) IN COMPLIANCE WITH THE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND, IN EACH CASE, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED
TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY TO
SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. THESE SECURITIES
MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.
THIS WARRANT MAY NOT BE EXERCISED UNLESS
THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION
OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE.”
WARRANT CERTIFICATE
NIOCORP DEVELOPMENTS
LTD.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
Certificate Number: W – [●] |
Issue Date: [●], 2023 |
Number of Warrants: [●] |
|
THIS CERTIFIES that, for value received:
[Insert Name of Holder]
[Insert Address of Holder]
(hereinafter referred to as the “Holder”)
is the registered holder of that number of
common share purchase warrants (the “Warrants”) of NioCorp Developments Ltd. (the “Issuer”) set
forth above.
THESE WARRANTS ARE TRANSFERABLE.
Transfer of Warrants
The Warrants and all rights hereunder are transferable
by the Holder in accordance with applicable laws by surrender of this Warrant Certificate together with a Warrant Transfer Form in the
form attached hereto as Schedule “B” at the head office of the Issuer stated above. No transfer of the Warrants shall be made
if, in the opinion of counsel to the Issuer, such transfer would result in the violation of any applicable securities laws.
Underlying Securities and Exercise Terms
Subject to adjustment as herein provided, each
Warrant entitles the Holder to purchase one common share of the Issuer (a “Warrant Share”) at a price of US$4.60 per
Warrant Share until 4:30 p.m. (Vancouver Time) on [●], 2025 (the “Expiry Date”). The Warrants and Warrant
Shares are collectively referred to herein as the “Securities”.
The Issuer covenants that the Warrant Shares,
when issued upon the due exercise of the Warrants, will be fully paid and non-assessable securities of the Issuer, and will be free and
clear of all liens, charges and encumbrances. The Issuer covenants that, until the expiry of the Warrants, it will have reserved a sufficient
number of its common shares to provide for the exercise of the rights represented by the Warrants.
Warrants Exercise Procedure
The Warrants may be exercised at any time prior
to the Expiry Date of the Warrants by surrendering to the Issuer:
| (a) | this Warrant Certificate; |
| (b) | the Subscription Form attached as Schedule “A” hereto (the “Subscription Form”),
duly completed and executed; and |
| (c) | a wire transfer, in accordance with the wire transfer instructions to be furnished on request, to the
Issuer in the aggregate amount of the exercise price, |
at its head office stated above, or such other
office or agency of the Issuer as it may designate by notice in writing delivered to the Holder at the Holder’s address stated above.
Upon the due exercise of the Warrants, the Issuer shall issue or cause to be issued the requisite number of Warrant Shares to be issued
to the Holder pursuant to said exercise,
registered in the name of the Holder or such
other person as may be specified in the Subscription Form, and each such person shall be deemed the holder of such Warrant Shares with
effect from the date of such exercise. If Warrant Shares are to be issued to a person other than the Holder, the Holder’s signature
on the Subscription Form must be guaranteed by a Canadian chartered bank, a Canadian trust company or a member firm of the Toronto Stock
Exchange (the “TSX”). The Issuer will cause the certificates representing such Warrant Shares to be mailed to the Holder
at the Holder’s address stated above or such other address(es) as may be specified in the Subscription Form, within five business
days of the exercise of the Warrants.
Upon the due exercise of a Warrant, the Warrant
shall be deemed tendered for purposes thereof by the Holder without further notice or action by the Holder, and all rights under such
Warrant, other than the right to receive certificates representing the Warrant Shares to which the Holder is entitled on such exercise,
shall wholly cease and terminate and such Warrant shall be void and of no further effect or value.
Partial Exercise, Exchange and Replacement
of Certificates
The Warrants represented by this Warrant Certificate
may be exercised in whole or in part from time to time. If the Warrants are exercised in part, the Issuer shall deliver, with the Warrant
Shares issued pursuant to such exercise, a new Warrant Certificate representing the balance of the Warrants remaining unexercised.
This Warrant Certificate may be exchanged,
upon its surrender to the Issuer and payment of such administration fee, not exceeding C$10.00, as the Issuer may require, for new Warrant
Certificates of like tenor in denominations which in the aggregate represent the number of Warrants represented hereby. Such new Warrant
Certificate will be mailed to the Holder at the Holder’s address stated above within five business days of the surrender of the
Warrant Certificate for exchange.
If this Warrant Certificate is lost, stolen,
mutilated or destroyed, the Issuer shall on such reasonable terms as it may in its discretion impose, including but not limited to the
provision of any indemnity by the Holder satisfactory to the Issuer in its sole discretion, issue and countersign a new Warrant Certificate
of like tenor, denomination and date as the Warrant Certificate so lost, stolen, mutilated or destroyed.
All Warrants shall rank pari passu,
notwithstanding the actual date of issue thereof.
Holding of Warrants
The Issuer may treat the Holder as the absolute
owner of the Warrants represented hereby for all purposes, and the Issuer shall not be affected by any notice or knowledge to the contrary
except where the Issuer is required to take notice by statute or by order of a court of competent jurisdiction.
Nothing in this Warrant Certificate or in the
holding of a Warrant evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder
of the Issuer or entitle the Holder to any right or interest in respect of any securities of the Issuer except as herein expressly provided.
Capital Adjustments
If at any time after the date hereof and prior
to the expiry of the Warrants, and provided that any Warrants remain unexercised, there shall be:
| (a) | a reclassification of the Issuer’s common shares, a change in the Issuer’s common shares into
other shares or securities, a subdivision or consolidation of the Issuer’s common shares into a greater or lesser number of common
shares, or any other capital reorganization, or |
| (b) | a consolidation, amalgamation, arrangement or merger of the Issuer with or into any other corporation
other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the Issuer’s outstanding
common shares or a change, exchange or conversion of the Issuer’s common shares into other shares or securities, |
(any of such events being called a “Capital
Reorganization”), any Holders who shall thereafter acquire Warrant Shares pursuant to the Warrants shall, subject to TSX approval,
be entitled to receive, at no additional cost, and shall accept in lieu of the number of Warrant Shares to which such Holder was theretofore
entitled to acquire upon such exercise, the aggregate number of shares, other securities or other property which such Holder should have
been entitled to receive as a result of such Capital Reorganization if, on the effective date or record date thereof as the case may be,
the Holder had been the registered holder of the number of Warrant Shares to which such Holder was theretofore entitled to acquire upon
exercise of the Warrants. If determined appropriate by the Issuer acting reasonably, appropriate adjustments shall be made in the application
of the provisions set forth herein with respect to the rights and interests of the Holder relative to a Capital Reorganization, to the
end that the provisions set forth herein shall correspond as nearly as may be reasonably possible to the effect of the Capital Reorganization
in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrants.
In case the Issuer, after the date hereof,
shall take any action affecting any securities of the Issuer, other than as previously set out herein, which in the opinion of the directors
would materially affect the rights and interests of the Holder hereunder, the number of Warrant Shares or other securities which are issuable
on the exercise of the Warrants shall be adjusted in such manner, if any, and at such time as the directors, in their sole discretion,
may determine to be equitable in the circumstances, provided that no such adjustment will be made unless all necessary regulatory and
TSX approvals, if any, have been obtained. In the event of any question arising with respect to any adjustment provided for herein, such
question shall be conclusively determined by a firm of chartered accountants appointed by the Issuer at its sole discretion (who may be
the Issuer’s auditors) and any such determination shall be binding upon the Issuer and the Holder.
No adjustment shall be made in respect of any
event described herein if the Holder is entitled to participate in such event on the same terms, without amendment, as if the Holder had
exercised the Warrants prior to or on the effective date or record date of such event, subject to TSX approval. The adjustments provided
for herein are cumulative and such adjustments shall be made successively whenever an event referred to herein shall occur, subject to
the limitations provided for herein. No adjustment shall be made in the number or kind of Warrant Shares or other securities which may
be acquired on the exercise of a Warrant unless it would result in a change of at least one-hundredth of a Warrant Share or other security.
Any adjustment which may by reason of this paragraph not be required to be made shall be carried forward and then taken into consideration
in any subsequent adjustment.
Despite any adjustments provided for herein
or otherwise, the Issuer shall not be required, upon the exercise of any Warrants, to issue fractional Warrant Shares or other securities
in satisfaction of its obligations hereunder. Any fractional Warrants shall be rounded down to the nearest whole number and the Holder
of such Warrants shall not be entitled to any compensation in respect of any fractional Warrant Share that is not issued.
Miscellaneous Provisions
Except as otherwise provided for herein, any
delivery or surrender of documents shall be valid and effective if delivered personally or if sent by registered letter postage prepaid,
and any notice shall be valid and effective if made in writing and transmitted as aforementioned or if transmitted by email with confirmed
receipt, in each case addressed to:
NIOCORP DEVELOPMENTS LTD.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
Email: jim.sims@niocorp.com
| (b) | if to the Holder, at its address appearing in the register of holders of Warrants maintained by the Issuer, |
and such shall be deemed to have been effectively
made and received on the date of personal delivery, if delivered; on the fourth business day after the time of mailing or upon actual
receipt, whichever is sooner, if sent by registered letter (except the delivery of documents to exercise the Warrants, in which case actual
receipt is required); or on the
first business day after the time of email
transmission, if sent by email. In the case of a disruption in postal services, any delivery or surrender of documents or notice sent
by mail shall not be deemed to have been effectively made or received until it is actually delivered. The Issuer and the Holder may from
time to time change their address for service hereunder by notice in writing delivered in one of the foregoing manners.
Except as herein provided, any and all of the
rights conferred upon the Holder herein may be enforced by the Holder through appropriate legal proceedings. No recourse under or upon
any covenant, obligation or agreement herein contained shall be had against any shareholder, officer or director of the Issuer, either
directly or through the Issuer, it being expressly agreed and declared that the obligations under the Warrants are solely corporate obligations
of the Issuer and no personal liability whatsoever shall attach to or be incurred by the shareholders, officers or directors of the Issuer
in respect thereof. This Warrant Certificate shall be binding upon the Issuer and its successors.
This Warrant Certificate shall be governed
in accordance with the laws of British Columbia and the laws of Canada applicable therein. The parties hereby attorn to the jurisdiction
of the courts of British Columbia in the event of any dispute hereunder. Time shall be of the essence hereof.
Any alteration, amendment or revision to this
Warrant Certificate may only be made by a written agreement between the Issuer and the Holder.
For the purposes hereof, “business day”
means any day except Saturday, Sunday or a statutory holiday in Vancouver, British Columbia and, if any period expires or any day on which
any action is to be taken under this Warrant Certificate falls on a day which is not a business day, it shall be deemed to refer to the
next business day.
If any covenant or provision herein or any
portion hereof is determined to be void, unenforceable or prohibited by the law of any province or the local requirements of any provincial
or federal government authority, such shall not be deemed to affect or impair the validity of any other covenant or provision herein or
a portion thereof, as the case may be, nor the validity of such covenant or provision or a portion thereof, as the case may be, in any
other jurisdiction.
This Warrant Certificate and all of its provisions
shall enure to the benefit of the Holder and its successors or personal representatives and shall be binding upon the Issuer, its successors
and permitted assigns.
[Remainder of page intentionally left
blank.]
IN WITNESS WHEREOF the Issuer has caused this
Warrant Certificate to be signed by its duly authorized officer on [●], 2023.
NIOCORP DEVELOPMENTS LTD.
By: ____________________________
Authorized
Signatory
NioCorp – Warrant Certificate (2023 Private
Placement)
SCHEDULE “A” TO WARRANT CERTIFICATE
SUBSCRIPTION FORM
| TO: | NIOCORP DEVELOPMENTS LTD. (the “Issuer”)
7000 South Yosemite Street, Suite 115
Centennial, CO 80112 |
The undersigned, being the registered holder
of the attached Warrant Certificate of the Issuer, does hereby irrevocably exercise __________________ of the Warrants evidenced thereby
in accordance with the terms thereof, and accordingly hereby irrevocably subscribes for the Warrant Shares (as described therein) to be
received thereon and irrevocably surrenders the Warrant Certificate to the Issuer for such purpose. The undersigned hereby irrevocably
directs that the Warrant Shares to be received by the undersigned be registered as follows (capitalized terms used herein and not otherwise
defined shall have the meanings given to them in the Warrant Certificate to which this Subscription Form is attached):
Name in Full |
Address |
No. of
Warrant Shares |
1. |
|
|
|
|
2. |
|
|
|
|
3. |
|
|
|
|
IF WARRANT SHARES ARE TO BE ISSUED TO
A PERSON OR PERSONS OTHER THAN THE UNDERSIGNED REGISTERED HOLDER, THE SIGNATURE OF THE UNDERSIGNED MUST BE MEDALLION GUARANTEED
AND IT MUST PAY TO THE ISSUER ALL APPLICABLE TAXES AND OTHER DUTIES.
The undersigned registered holder hereby represents,
warrants and certifies that:
| 1. | the undersigned is resident in the jurisdiction indicated as its address set forth in this Subscription
Form; |
| 2. | the undersigned acknowledges that the Warrants and Warrant Shares (collectively, the “Securities”)
have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any applicable
state securities laws and may not be offered or sold in the United States or to U.S. Persons (as defined in Rule 902(k) of Regulation
S promulgated under the 1933 Act) without registration under the 1933 Act and any applicable state securities laws, unless an exemption
from registration is available; |
| 3. | the undersigned has made reasonable inquiry into the jurisdiction of residence of all persons to whom
Warrant Shares are to be issued hereunder, and none of such persons is a person in the United States or a U.S. Person; |
| 4. | the undersigned does not have any agreement or understanding (written or oral) with any person in the
United States or a U.S. Person respecting: |
| (a) | the transfer or assignment of any rights or interest in any of the Securities; |
| (b) | the division of profits, losses, fees, commissions, or any financial stake in connection with any of the
Securities; or |
| (c) | the voting of the Warrant Shares to be issued hereunder; and |
| 5. | the undersigned has no intention to distribute, either directly or indirectly, any of the Securities in
the United States or to U.S. Persons. |
DATED the ______ day of ______________, 20_____.
|
}
}
}
}
}
}
}
}
}
}
}
}
} |
|
Signature of Witness
[Please Note Instruction 2] |
Signature of registered holder or Signatory thereof |
|
If applicable, print Name and Office of Signatory
|
Print Name of Witness |
Print Name of registered holder as on certificate
|
Address of Witness |
Street Address
|
Occupation of Witness |
City, Province and Postal Code |
INSTRUCTIONS:
| 1. | The registered holder of a Warrant may exercise its right to purchase Warrant Shares by completing and
surrendering this Subscription Form and the ORIGINAL Warrant Certificate representing the Warrant being exercised to the Issuer, together
with the aggregate amount of the exercise price for the Warrant Shares as provided for in the Warrant Certificate. Certificates representing
the Warrant Shares to be acquired on exercise will be sent by prepaid ordinary mail to the address(es) above within five business days
after the receipt of all required documentation. |
| 2. | If this Subscription Form indicates that Warrant Shares are to be issued to a person or persons other
than the registered holder of the Warrants being exercised: (i) the signature of the registered holder on this Subscription Form must
be medallion guaranteed by an authorized officer of a chartered bank, trust company or an investment dealer who is a member of a recognized
stock exchange, and (ii) the registered holder must pay to the Issuer all applicable taxes and other duties. |
| 3. | If this Subscription Form is signed by a trustee, executor, administrator, custodian, guardian, attorney,
officer of a corporation or any other person acting in a fiduciary or representative capacity, this Subscription Form must be accompanied
by evidence of authority to sign satisfactory to the Issuer. |
SCHEDULE “B” TO WARRANT CERTIFICATE
WARRANT TRANSFER FORM
Capitalized terms used herein but not otherwise
defined shall have the meanings given to them in the Warrant Certificate to which this Warrant Transfer Form is attached. For value received,
the undersigned Transferor hereby sells, transfers and assigns unto:
______________________________________
(please print name of Transferee)
of |
|
|
|
|
(please print address of Transferee) |
________________________________________________________
Warrants represented by the within certificate.
(please insert number of Warrants to be transferred).
DATED this ______ day of ______________, 20____.
NOTICE: THE SIGNATURE TO THIS TRANSFER
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WARRANT CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION, ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature guaranteed by: __________________________________________
NOTICE: THE SIGNATURE OF THE TRANSFEROR SHOULD
BE GUARANTEED BY A BANK, FINANCIAL INSTITUTION OR STOCK BROKER WHOSE SIGNATURE IS ACCEPTABLE TO THE ISSUER.
WARRANTS SHALL ONLY BE TRANSFERABLE IN ACCORDANCE
WITH APPLICABLE LAWS, AND THE RESALE OF WARRANTS AND COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS MAY BE SUBJECT TO RESTRICTIONS UNDER
SUCH LAWS.
REPRESENTATIONS OF TRANSFEREE
The undersigned Transferee hereby certifies it is
a bona fide resident of the jurisdiction set forth above for its address, and that either (A)(i) at the time of this
transfer, it is not a U.S. Person (as defined in Rule 902(k) of Regulation S promulgated under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”)) and did not execute this Warrant Transfer Form while within the United States,
(ii) it is not taking transfer of any of the Warrants represented by the Transfer Form by or on behalf of any U.S. Person or any person
who is within the United States, and (iii) this transfer in all other respects complies with the terms of Regulation S; or
(B)(i) it was an original purchaser in the Issuer's private placement of units of the Issuer (the “Units”) under which
the Warrants were issued, (ii) it is an “Accredited Investor” as defined in Rule 501(a) under the U.S. Securities Act and
(iii) the representations and warranties made to the Issuer in connection with the acquisition of the Units remain true and correct on
the date of this Warrant Transfer Form; or (C) the undersigned Transferee is delivering a written opinion of U.S. counsel to the
effect that the transfer of the Warrants contemplated hereby has been registered under the U.S. Securities Act, or is exempt from registration
thereunder.
Signature of Transferor
Name (Please Print)
Date
Exhibit 4.2
THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S OF THE 1933 ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT,
AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE
WITH THE 1933 ACT. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN THE LIMITED CIRCUMSTANCES PROVIDED
HEREIN PURSUANT TO TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
NIOCORP DEVELOPMENTS LTD.
UNIT SUBSCRIPTION AGREEMENT
TO: NIOCORP DEVELOPMENTS LTD. (the
“Issuer”)
The undersigned (hereinafter referred
to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Issuer the number of units
of the Issuer (the “Units”) set forth below for the aggregate subscription price set forth below (the “Subscription
Price”), representing a subscription price of US$4.00 per Unit, upon and subject to the terms and conditions, and the covenants,
representations and warranties set forth in this Subscription Agreement (as defined below), including the attached “Terms and Conditions
of Subscription” (including, without limitation, the representations, warranties and covenants set forth in the applicable schedules
attached hereto). Each Unit is comprised of one common share in the capital of the Issuer (a “Unit Share”) and one
common share purchase warrant of the Issuer (a “Warrant”). Each Warrant will entitle the holder to acquire one additional
common share in the capital of the Issuer (a “Warrant Share”), exercisable for a period of 24 months following the
Closing (as defined below) at an exercise price of US$4.60 per Warrant Share.
SUBSCRIPTION AND SUBSCRIBER INFORMATION
Please print all information (other
than signatures), as applicable, in the space provided below.
Amount of Subscription
Number of Units: x US$4.00
Aggregate Subscription Price: US$____________
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Beneficial Owner of Subscriber
If the Subscriber is not an individual, the Subscriber
represents and warrants that it has ¨ / does not have ¨
(check one) a Beneficial Owner (as defined in the Terms and Conditions of Subscription) and, if it has a Beneficial Owner, the name
and address of the Beneficial Owner is as follows:
Name of Beneficial Owner
Residential Address of Beneficial Owner |
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Subscriber’s Information and Signature
Name
of Subscriber – please print
Signature (of individual or authorized signatory)
Official Capacity or Title (of authorized signatory,
if applicable)
Please print name of individual whose signature
appears above if different than the name of the Subscriber printed above.
Subscriber’s
Residential Address
Subscriber’s Telephone Number |
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Principal Information
If the Subscriber is signing as an agent for a principal
and is not deemed to be purchasing as principal as set out below, the Subscriber hereby represents and warrants that the name and residential
address of such principal is as follows:
Name of Principal
Principal’s
Residential Address
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Registration Instructions (if different
from the Subscriber’s name and address given under Subscriber’s Information):
Name
Account reference, if applicable
Address (including postal code)
Telephone Number and Contact Name |
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Delivery Instructions (if different
from the Subscriber’s name and address given under Subscriber’s Information):
Name
Account reference, if applicable
Address (including postal code)
Telephone Number and Contact Name |
Present Ownership of Securities
The Subscriber either [check appropriate
box]:
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does not currently own directly or indirectly, or exercises control or direction over, any common shares in the capital of the Issuer or securities convertible into common shares in the capital of the Issuer; or |
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owns
directly or indirectly, or exercises control or direction over, __________ common shares in
the capital of the Issuer, and convertible securities (including unexpired warrants) entitling
the Subscriber to acquire an additional __________ common shares in the capital of the Issuer.
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Insider Status
The Subscriber either [check appropriate
box]:
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is an “Insider” of the Issuer as defined in the Securities Act (British Columbia); or |
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is not an Insider of the Issuer. |
Registrant Status
The Subscriber either [check appropriate
box]:
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is a “Registrant” as defined in the Securities Act (British Columbia); or |
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is not a “Registrant”. |
U.S. Purchaser Status
The Subscriber either [check appropriate box]:
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is a “U.S. Purchaser” as defined in the Terms and Conditions below; or |
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is not a “U.S. Purchaser”. |
ACCEPTANCE
The Issuer hereby accepts the subscription
as set forth above on the terms and conditions contained in this Subscription Agreement.
DATED as of ___________________, 2023.
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NIOCORP DEVELOPMENTS LTD. |
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Per: __________________________________
Authorized Signatory |
NIOCORP DEVELOPMENTS LTD.
SUBSCRIPTION FOR UNITS
INSTRUCTIONS
To properly complete this Subscription Agreement,
you must:
If you are an accredited investor, are resident
in Canada or otherwise subject to Canadian securities laws and are not a U.S. Purchaser (as defined below):
| (1) |
Complete and execute the first two pages. |
| (2) | Complete and execute Schedule B – Accredited Investor Status Certificate. |
| (3) | Complete and execute Schedule C – Regulation S Certificate. |
If you are resident in the United States
and/or are a U.S. Purchaser (as defined below):
| (1) |
Complete and execute the first two pages. |
| (2) | Complete and execute Schedule B – Accredited Investor Status Certificate. |
| (3) | Complete and execute Schedule D – U.S. Purchaser Certificate. |
If you are resident outside of the United
States and Canada, are not a U.S. Purchaser and are not otherwise subject to Canadian or United States securities laws:
| (1) |
Complete and execute the first two pages. |
| (2) | Complete and execute Schedule C – Regulation S Certificate. |
Procedure and Delivery:
The signed Subscription Agreement, including
all required schedules, should be filled out, signed and delivered with payment by no later than 5:00 p.m. (Vancouver time) on Tuesday,
August 29, 2023 (or such other time, date or place as the Subscriber may be advised) to:
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
Attention: Jim Sims
Email: financing@niocorp.com
Payment for the Subscription Price should be made
by a certified cheque, bank draft, money order, or confirmation of wire transfer for the subscription funds in United States dollars made
payable to “NioCorp Developments Ltd.”
TERMS AND CONDITIONS OF SUBSCRIPTION
UNITS OF NIOCORP DEVELOPMENTS LTD.
1.
Definitions and Interpretation
| (a) | In this Subscription Agreement, unless the context required otherwise: |
| (i) | “1933 Act” means the United States Securities Act of 1933, as amended; |
| (ii) | “B.C. Act” means the Securities Act (British Columbia), the regulations and
rules made thereunder and all administrative policy statements, blanket orders, notices, directions and rulings issued or adopted by the
British Columbia Securities Commission, all as amended; |
| (iii) | “Business Day” means a day other than a Saturday, Sunday or a holiday on which principal
chartered banks located in Vancouver, British Columbia are not open for business; |
| (iv) | “Closing” has the meaning set forth in section 5; |
| (v) | “Closing Date” means the date or dates of completion of the sale of Units under the
Offering as may be determined by the Issuer; |
| (vi) | “Closing Time” means 10 a.m. (Vancouver time), or such other time as may be determined
by the Issuer; |
| (vii) | “Disclosed Principal” means a purchaser that is purchasing the Subscriber’s Units
through an agent or trustee for beneficial principal(s); |
| (viii) | “International Jurisdiction” has the meaning set forth in section 9(l); |
| (ix) | “Insider” has the meaning set forth in section 1(1) of the B.C. Act; |
| (x) | “Issuer” means NioCorp Developments Ltd.; |
| (xi) | “NI 45-106” means National Instrument 45-106 Prospectus Exemptions published
by the Canadian Securities Administrators; |
| (xii) | “Offering” has the meaning set forth in section 3(a); |
| (xiii) | “Nasdaq” means The Nasdaq Stock Market LLC; |
| (xiv) | “Parties” means collectively, the Subscriber and the Issuer and “Party”
means any one of them, as the context requires; |
| (xv) | “person” means any individual (whether acting as an executor, trustee, administrator,
legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, fund,
unincorporated organization or association and every other form of legal or business entity of whatsoever nature or kind, and pronouns
have a similar extended meaning; |
| (xvi) | “Personal Information” means any information about a person (whether individual or
otherwise) and includes information contained in this Subscription Agreement, including the Schedules incorporated by reference herein; |
| (xvii) | “Regulatory Authorities” has the meaning set forth in section 6; |
| (xviii) | “Securities” means, collectively, the Unit Shares, the Warrants and the Warrant Shares; |
| (xix) | “Securities Laws” means the applicable Canadian provincial securities laws and United
States federal and state securities laws and all applicable rules, regulations, notices and policies promulgated or published thereunder
together with all applicable and legally enforceable published policy statements, policies, rules, blanket orders, rulings and notice
of applicable securities regulatory authorities, as well as the published policies and rules of Nasdaq and the TSX; |
| (xx) | “Subscriber” means the subscriber for Units as set out on the face page of this Subscription
Agreement and includes, as applicable, the Disclosed Principal unless the context otherwise requires; |
| (xxi) | “Subscriber’s Units” means those Units that the Subscriber has agreed to purchase
under this Subscription Agreement; |
| (xxii) | “Subscription Agreement” or “Agreement” means this subscription
agreement (including the schedules hereto) and any instrument amending this Subscription Agreement; “hereof”, “hereto”,
“hereunder”, “herein” and similar expressions mean and refer to this Subscription Agreement and not to a particular
section or clause; and the expression “section” or “clause” followed by a number or letter means and refers to
the specified section or clause of this Subscription Agreement; |
| (xxiii) | “Subscription Price” has the meaning set forth on the face page of this Subscription
Agreement; |
| (xxiv) | “TSX” means the Toronto Stock Exchange; |
| (xxv) | “Unit” has the meaning set forth on the face page of this Subscription Agreement; |
| (xxvi) | “Unit Share” has the meaning set forth on the face page of this Subscription Agreement; |
| (xxvii) | “United States” means the United States of America, its territories and possessions,
any State of the United States and the District of Columbia; |
| (xxviii) | “U.S. Person” has the meaning set forth in Rule 902(k) of Regulation S promulgated
under the 1933 Act; |
| (xxix) | “U.S. Purchaser” is (a) any U.S Person, (b) any person purchasing securities for the
account or benefit of any U.S. Person or person in the United States, (c) any person who receives or received an offer to acquire the
Securities while in the United States, and (d) any person who is, or whose authorized signatory is, in the United States at the time such
person’s buy order was made or this Subscription Agreement was executed or delivered; |
| (xxx) | “Warrant” has the meaning set forth on the face page of this Subscription Agreement;
and |
| (xxxi) | “Warrant Share” has the meaning set forth on the face page of this Subscription Agreement. |
| (b) | Time is of the essence of this Agreement. |
| (c) | This Agreement is to be read with all changes in gender or number as required by the context. |
| (d) | The headings in this Agreement are for convenience of reference only and do not affect the interpretation
of this Agreement. |
| (e) | In this Agreement, unless otherwise stated, all references to “$” and “US$” are
references to United States dollars. |
2.
Subscription for Units
| (a) | The Subscriber hereby confirms its irrevocable subscription for the Units from the Issuer, on and subject
to the terms and conditions set out in this Subscription Agreement, for the Subscription Price which is payable as described herein. The
Subscriber acknowledges (on its own behalf and including, if applicable, on behalf of each Disclosed Principal) that upon acceptance by
the Issuer of this Subscription Agreement, the Subscription Agreement will constitute a binding obligation of the Subscriber (including
if applicable, each Disclosed Principal), subject to the terms and subject to the conditions set out in this Subscription Agreement. |
| (b) | The Units will be issued and registered in the name of the Subscriber as per the instructions on the face
page of this Subscription Agreement. |
3.
The Offering
| (a) | The Subscriber acknowledges that this subscription may form part of a larger offering (the “Offering”)
by the Issuer of up to 500,000 Units at a price of US$4.00 for aggregate gross proceeds of up to approximately US$2,000,000, and that
the Issuer may increase the size of the Offering in the sole discretion of the Issuer’s board of directors. |
| (b) | The Subscriber further understands that there is no minimum number of Units that must be sold pursuant
to the Offering and accordingly, the Subscriber may be the sole purchaser of Units. |
| (c) | The Subscriber acknowledges that no fractional Warrants will be issuable under the Offering and any fractional
entitlements will be rounded down to the nearest whole Warrant. |
4.
Partial Acceptance or Rejection of Subscription
The Issuer may, in its absolute discretion,
accept or reject the Subscriber’s subscription for Units as set forth in this Subscription Agreement, in whole or in part, and the
Issuer reserves the right to allot to the Subscriber less than the amount of Units subscribed for under this Subscription Agreement. The
Subscriber acknowledges and agrees that the acceptance of this Subscription Agreement will be conditional upon, among other things, the
sale of the Units to the Subscriber being exempt from any prospectus and offering memorandum requirements of applicable Securities Laws
and the equivalent provisions of securities laws of any other applicable jurisdiction.
If this Subscription Agreement is rejected
in whole, any certified cheque, money order, bank draft or other forms of payment delivered to the Issuer by the Subscriber on account
of the Subscription Price for the Units subscribed for will be promptly returned by the Issuer to the Subscriber without interest. If
this Subscription Agreement is accepted only in part, payment representing the amount by which the payment delivered by the Subscriber
to the Issuer exceeds the Subscription Price of the number of Units sold to the Subscriber pursuant to a partial acceptance of this Subscription
Agreement will be promptly delivered by the Issuer to the Subscriber without interest.
5.
Closing
Delivery and sale of the Units and payment of
the Subscription Price will be completed (the “Closing”) at the offices of Blake Cassels & Graydon LLP, 1133 Melville,
Suite 3500, The Stack, Vancouver, British Columbia V6E 4E5 at the Closing Time or at such other place and time as the Issuer may elect
on such date or dates to be determined by the Issuer. Closing of the Offering will only occur if, prior to the Closing Time, the terms
and conditions contained in this Subscription Agreement have been complied with to the satisfaction of the Issuer, or waived by the Issuer,
including receipt by the Issuer of all completed Subscription Agreements and payment of the Subscription Price for all of the Units sold
pursuant to the Offering.
If, prior to the Closing Time, the terms and
conditions contained in this Subscription Agreement (other than delivery by the Issuer to the Subscriber of certificates representing
the Units) have not been complied with to the satisfaction of the Issuer, or waived by the Issuer, the Issuer and the Subscriber will
have no further obligations under this Subscription Agreement.
The Subscriber acknowledges that the Offering
may be completed at one or more partial closings in the discretion of the Issuer and that the Closing as contemplated in this Subscription
Agreement may be effected at one or more of such partial closings.
This Subscription Agreement shall be subject
to acceptance by the Issuer and approval, as applicable, by Nasdaq and the TSX and any other stock exchange or regulatory authority having
jurisdiction with respect to the Issuer (collectively, the “Regulatory Authorities”).
The Subscriber acknowledges and agrees that
the obligations of the Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained
in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the
Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible
and in any event not later than the Closing Time:
| (a) | the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment)
by no later than 5:00 p.m. (Vancouver time) on Tuesday, August 29, 2023, to: |
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
Attention: Jim Sims
Email: jim.sims@niocorp.com
| (b) | if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered
the Accredited Investor Status Certificate attached as Schedule B hereto (if applicable), the Regulation S Certificate attached as Schedule
C hereto (if applicable) and the U.S. Purchaser Certificate attached as Schedule D hereto (if applicable); |
| (c) | the Issuer having accepted this Subscription Agreement; |
| (d) | all necessary regulatory and conditional approvals from or filings with the applicable Regulatory Authorities
having been obtained or made by the Issuer; and |
| (e) | payment having been made by the Subscriber of the Subscription Price as set out above under the heading
“Procedure and Delivery” on page vi of this Subscription Agreement. |
7.
Authorization of the Issuer
The Subscriber irrevocably authorizes the Issuer,
in its discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Issuer, with full power of
substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place and stead:
| (a) | to receive certificates representing the Units, to execute in the Subscriber’s name and on its behalf
all closing receipts and required documents, to complete and correct any errors or omissions in any form or document provided by the Subscriber
in connection with the subscription for the Units and to approve any opinion, certificate or other document addressed to the Subscriber;
and |
| (b) | to terminate this Subscription Agreement if any condition precedent is not satisfied, in such manner and
on such terms and conditions as Issuer in their sole discretion may determine. |
This power of attorney is irrevocable, is coupled
with an interest and has been given for valuable consideration, the receipt and adequacy of which are acknowledged. This power of attorney
and other rights and privileges granted under this section will survive any legal or mental incapacity, dissolution, bankruptcy or death
of the Subscriber (including any Disclosed Principal). This power of attorney extends to the heirs, executors, administrators, other legal
representatives and successors, transferees and assigns of the Subscriber (including any Disclosed Principal). Any person dealing with
the Issuer may conclusively presume and rely upon the fact that any document, instrument or agreement executed by the Issuer pursuant
to this power of attorney is authorized and binding on the Subscriber (including any Disclosed Principal), without further inquiry. The
Subscriber (including any Disclosed Principal) agrees to be bound by any representations or actions made or taken by the Issuer pursuant
to this power of attorney, and waives any and all defences that may be available to contest, negate or disaffirm any action of the Issuer
taken in good faith under this power of attorney.
8.
Representations, Warranties and Covenants of the Issuer
The Issuer hereby represents and warrants to,
and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations,
warranties and covenants in connection with the transactions contemplated herein:
| (a) | the Issuer is a valid and subsisting corporation incorporated and in good standing under the laws of British
Columbia; |
| (b) | the Issuer is duly registered and licensed to carry on business in the jurisdictions in which it carries
on business or owns property where required under the laws of that jurisdiction; |
| (c) | this Subscription Agreement has been or will be by the Closing, duly authorized by all necessary corporate
action on the part of the Issuer, and the Issuer has or will have by the Closing full corporate power and authority to undertake the Offering; |
| (d) | the common shares of the Issuer are, and will continue to be as of the Closing Date, listed and posted
for trading on Nasdaq and the TSX; |
| (e) | the Issuer will apply to and use commercially reasonable efforts to obtain the listing of the Unit Shares
and Warrant Shares issuable under the Offering on Nasdaq and the TSX, as applicable; |
| (f) | the Issuer has complied, or will comply, with all applicable corporate and securities laws and regulations
in connection with the offer, sale and issuance of the Securities; |
| (g) | no order has been issued and is persisting ceasing or suspending trading in the securities of the Issuer
or prohibiting sale of its securities by the directors, officers or promoters of the Issuer; |
| (h) | the Issuer is a “reporting issuer” in the Provinces of British Columbia, Alberta, Saskatchewan,
Ontario and New Brunswick and is not included on the list of defaulting reporting issuers issued by the securities regulators in those
jurisdictions; |
| (i) | upon their issuance on the Closing Date, the Unit Shares will be validly issued and outstanding as fully
paid and non-assessable common shares in the capital of the Issuer and the Warrants will be validly issued and the certificates representing
such Unit Shares and Warrants will be validly delivered; |
| (j) | upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly
issued and outstanding as fully paid and non-assessable common shares in the capital of the Issuer; |
| (k) | it will reserve or set aside sufficient shares in its treasury to issue the Unit Shares and Warrant Shares; |
| (l) | other than with respect to the Offering, there is no “material fact” or “material change”
(as those terms are defined in applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed to the public;
and |
| (m) | this Subscription Agreement constitutes a binding and enforceable obligation of the Issuer, enforceable
in accordance with its terms. |
9.
Representations, Warranties, Covenants and Acknowledgements of the Subscriber
By executing this Subscription Agreement, the
Subscriber (on its own behalf and, including if applicable, on behalf of each Disclosed Principal) represents, warrants, covenants and
acknowledges to and with the Issuer (and acknowledges that the Issuer is relying thereon) that:
Authorization and Effectiveness
| (a) | if the Subscriber is an individual, the Subscriber is of the full age of majority in the jurisdiction
in which this Subscription Agreement is executed and is legally competent to execute, deliver and be bound by |
this Subscription Agreement, to perform
all of its obligations hereunder and to undertake all actions required of the Subscriber hereunder;
| (b) | if the Subscriber is a corporation, the Subscriber is a valid and subsisting corporation, has the necessary
corporate capacity and authority to enter into and to observe and perform its covenants and obligations under this Agreement and has taken
all necessary corporate action in respect thereof; |
| (c) | if the Subscriber is a partnership, syndicate or other unincorporated form of organization, the Subscriber
has the necessary legal capacity and authority to execute and deliver this Agreement and perform its covenants and obligations hereunder
and has obtained all necessary approvals thereof; |
| (d) | if the Subscriber is acting as principal, this Subscription Agreement has been duly and validly authorized,
executed and delivered by the Subscriber, and, when accepted by the Issuer, will constitute a legal, valid and binding obligation enforceable
against the Subscriber in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability
of creditors’ rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of
competent jurisdiction); |
| (e) | if the Subscriber is acting as agent or trustee (including, for greater certainty, a portfolio manager
or comparable adviser) for a principal, the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other
necessary documents in connection with such subscription on behalf of such principal, and this Subscription Agreement has been duly and
validly authorized, executed and delivered by or on behalf of, and, when accepted by the Issuer, will constitute a legal, valid, binding
obligation enforceable in accordance with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability
of creditors rights and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent
jurisdiction) against, such principal; |
| (f) | the execution and delivery of this Subscription Agreement, the performance and compliance with the terms
hereof, the subscription for the Units and the completion of the transactions contemplated hereby will not result in any material breach
of, or be in conflict with or constitute a material default under, or create a state of facts which, after notice or lapse of time, or
both, would constitute a material default under any term or provision of the constating documents, by-laws or resolutions of the Subscriber
(if not an individual), the Securities Laws or any other applicable law, any agreement to which the Subscriber is a party or any applicable
regulation, judgment, decree, order or ruling; |
| (g) | the Subscriber is not one of a combination of shareholders of the Issuer or investors in the Offering
(including by acting jointly or in concert with any such shareholder or investor) as a consequence of which the issuance of Units to the
Subscriber hereunder (assuming the exercise of any convertible securities of the Issuer currently held by the Subscriber and any such
other shareholders or investors) will result in, or be part of a transaction that will result in, the creation of a new “Insider”
or “Control Person” of the Issuer under the policies or rules of the applicable Regulatory Authorities and Securities Laws; |
Residence
| (h) | the Subscriber is a resident of, or is otherwise subject to the laws of, the jurisdiction disclosed under
“Subscriber’s Residential Address” on the face page of this Subscription Agreement, and that such address is the residence
of the Subscriber or the place of business of the Subscriber at which the Subscriber received and accepted the offer to acquire the Units
and was not created or used solely for the purpose of acquiring the Units; |
Disclosure if Purchasing
as Agent or Trustee
| (i) | if the Subscriber is not subscribing as principal, the Subscriber acknowledges that the Issuer may be
required by law to disclose to applicable securities regulatory authorities or stock exchanges information concerning the identities of
each beneficial purchaser for whom the Subscriber is acting hereunder; |
Eligibility to Purchase
under Prospectus Exemption
| (j) | if the Subscriber (or any Disclosed Principal) is resident in Canada or otherwise subject to Securities
Laws, the Subscriber (or if applicable, the Disclosed Principal) is eligible to purchase the Units pursuant to an exemption from the prospectus
requirements of the Securities Laws; |
| (k) | if the Subscriber (or any Disclosed Principal) is resident in Canada or otherwise subject to Securities
Laws, the Subscriber has completed, executed and delivered to the Issuer an Accredited Investor Status Certificate in the form attached
hereto as Schedule B, as well as (if applicable) an Accredited Investor Risk Acknowledgment Form in the form attached as Exhibit A to
Schedule B, indicating that the Subscriber (or if applicable, the Disclosed Principal) fits within one of the prospectus exemption categories
under NI 45-106 as set forth therein and confirms the truth and accuracy of all representations, warranties and covenants made in such
certificate as of the date of this Subscription Agreement and as of the Closing Time; |
International Purchasers
| (l) | if the Subscriber (or any Disclosed Principal), is resident in or otherwise subject to the securities
laws of any jurisdiction outside of Canada and the United States (each, an “International Jurisdiction”), then: |
| (i) | the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities
laws of the International Jurisdiction which would apply to this subscription, if there are any; |
| (ii) | the Subscriber is purchasing the Units pursuant to exemptions from the prospectus and registration requirements
under the applicable securities laws of the International Jurisdiction or, if such is not applicable, the Subscriber is permitted to purchase
the Securities under the applicable securities laws of such International Jurisdiction without the need to rely on exemptions; |
| (iii) | the applicable securities laws of the International Jurisdiction do not require the Issuer to prepare
and/or file any documents or be subject to ongoing reporting requirements or seek any approvals of any kind whatsoever in respect of the
sale of the Securities to the Subscriber from any regulatory authority of any kind whatsoever in the International Jurisdiction; |
| (iv) | the purchase of Securities by the Subscriber, and (if applicable) each Disclosed Principal, does not trigger:
(i) any obligation to prepare and file a prospectus, an offering memorandum or similar document, or any other ongoing reporting requirements
with respect to such purchase or otherwise; (ii) any registration or other obligation on the part of the Issuer; or (iii) the Issuer becoming
subject to regulation in such jurisdiction or require the Issuer to attorn to the jurisdiction of any governmental authority or regulator
in such jurisdiction or require any translation of documents by the Issuer; and |
| (v) | the Subscriber, and (if applicable) any Disclosed Principal, will not sell or otherwise dispose of any
Securities, except in accordance with applicable Securities Laws; |
No Prospectus or Undisclosed
Information
| (m) | the Subscriber understands that the sale of the Units is conditional upon such sale being exempt from
the requirements to file and obtain a receipt for a prospectus or to deliver an offering memorandum, and no prospectus has been filed
by the Issuer with any Regulatory Authority in any jurisdiction in connection with the issuance of the Units. As a result of acquiring
the Units pursuant to such exemptions: |
| (i) | certain protections, rights and remedies provided by the Securities Laws, including under the B.C. Act,
including certain statutory rights of rescission or damages and certain statutory remedies against an issuer, underwriters, auditors,
directors and |
officers that are available to investors
who acquire securities offered by a prospectus or registration statement, may not be available to the Subscriber;
| (ii) | the common law may not provide investors with an adequate remedy in the event that they suffer investment
losses in connection with securities acquired in a private placement; |
| (iii) | the Subscriber may not receive certain information that would otherwise be required to be given under
the Securities Laws, including under the B.C. Act; and |
| (iv) | the Issuer is relieved from certain obligations that would otherwise apply under the Securities Laws,
including under the B.C. Act; |
| (n) | the Subscriber has not received or been provided with a prospectus or offering memorandum, within the
meaning of the Securities Laws, or any sales or advertising literature in connection with the Offering. The Subscriber’s decision
to subscribe for the Units was not based upon, and the Subscriber has not relied upon, any verbal or written representations as to fact
made by or on behalf of the Issuer and their respective directors, officers, employees, agents and representatives. The Subscriber’s
decision to subscribe for the Units was based solely upon this Subscription Agreement, and information about the Issuer which is publicly
available; |
| (o) | except for the Subscriber’s knowledge regarding the Offering and its subscription for Units hereunder,
the Subscriber has no knowledge of a “material fact” or a “material change” (as those terms are defined in the
applicable Securities Laws) in the affairs of the Issuer that has not been generally disclosed; |
Investment Suitability
| (p) | the Subscriber confirms that the Subscriber: |
| (i) | has such knowledge in financial and business affairs as to be capable of evaluating the merits and risks
of its investment in the Securities; |
| (ii) | is capable of assessing the proposed investment in the Securities as a result of the Subscriber’s
own experience or as a result of advice received from a person registered under applicable Securities Laws; |
| (iii) | is aware of the characteristics of the Securities and the risks relating to an investment therein; and |
| (iv) | is able to bear the economic risk of loss of its investment in the Securities; |
| (q) | the Subscriber understands and acknowledges that: |
| (i) | no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities; |
| (ii) | there is no government or other insurance covering the Securities; |
| (iii) | there are risks associated with the purchase of the Securities; |
| (iv) | there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility
of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; |
| (v) | the Issuer has advised the Subscriber that the Issuer is relying on one or more exemptions from the requirements
to provide the Subscriber with a prospectus and to sell securities through a person registered to sell securities under Securities Laws
and, as a consequence of acquiring securities pursuant to any such |
exemption, certain protections, rights
and remedies provided by Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber;
and
| (vi) | that it may lose its entire investment in the Securities; |
No Representations
| (r) | the Subscriber confirms that none of the Issuer, or any of its directors, employees, officers or affiliates
have made any representations (written or oral) to the Subscriber: |
| (i) | regarding the future value of the Securities; |
| (ii) | that any person will resell or repurchase the Securities; |
| (iii) | that any person will refund the purchase price of the Securities other than as provided in this Subscription
Agreement; or |
| (iv) | that any of the Issuer’s securities will be listed and posted for trading on a stock exchange or
that an application has been made to list and post any of the Issuer’s securities for trading on a stock exchange, other than the
Issuer’s common shares on Nasdaq or the TSX; |
Limitations on Resale
| (s) | the Subscriber understands and acknowledges that: |
| (i) | the Securities will be subject to certain resale and transfer restrictions under applicable Securities
Laws; and |
| (ii) | the Securities may be subject to certain resale and transfer restrictions under the rules and policies
of Nasdaq and the TSX; |
| (t) | the Subscriber acknowledges that it has been advised to consult its own legal advisors with respect to
applicable resale and transfer restrictions, that it is solely responsible for complying with such restrictions and it agrees to comply
with the restrictions referred to in paragraph (s) above and all other applicable resale and transfer restrictions. The Subscriber will
comply with all applicable Securities Laws concerning the subscription, purchase, holding and resale of the Units and will not resell
any of the Securities except in accordance with the provisions of applicable Securities Laws. In this regard, the Subscriber acknowledges
that the Issuer may be required to put the following legends on any certificates representing the Unit Shares, Warrants and Warrant Shares
if issued prior to the expiry of the applicable hold period: |
“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [FOUR MONTHS AND ONE DAY AFTER THE CLOSING DATE].”
“THE SECURITIES
REPRESENTED HEREBY [FOR WARRANTS INCLUDE: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT OF NIOCORP DEVELOPMENTS LTD. (THE “COMPANY”), THAT THESE
SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES
HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT
IN ACCORDANCE WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE
OF SECURITIES, AND, IN EACH CASE, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING,
OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. THESE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT
OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.”
[FOR WARRANTS ONLY:
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “U.S. SECURITIES ACT”). THIS WARRANT MAY NOT BE EXERCISED UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM
SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE.]
| (u) | the Subscriber acknowledges that it is responsible for obtaining its own legal, investment and other professional
advice with respect to the resale restrictions, “hold periods” and legending requirements to which the Securities are or may
be subject under the 1933 Act and the rules and regulations of the United States Securities and Exchange Commission. The Subscriber has
not relied upon any statements made by or purporting to have been made on behalf of the Issuer or its counsel with respect to such matters; |
| (v) | the Subscriber acknowledges and agrees that the Issuer shall make a notation on its records or give instructions
to the transfer agent of the Subscriber’s Units in order to implement the restrictions on transfer set out in the Subscription Agreement
and applicable Securities Laws; |
| (w) | the Subscriber acknowledges that there is no market for the Warrants and none is expected to develop; |
United States Securities
Laws
| (x) | the Subscriber acknowledges and agrees that either (A) the Subscriber has indicated above that the Subscriber
is not a U.S. Purchaser, has executed and delivered Schedule C hereto (Regulation S Certificate) and hereby is deemed to have made
the representations, warranties and acknowledgments contained therein as if set forth herein in full OR (B) the Subscriber has indicated
above that the Subscriber is a U.S. Purchaser, has executed and delivered Schedule D hereto (U.S. Purchaser Certificate) and hereby
is deemed to have made the representations, warranties and acknowledgments contained therein as if set forth herein in full; |
Not Proceeds of Crime
| (y) | the funds representing the Subscription Price which will be advanced by the Subscriber hereunder will
not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada)
(the “PCMLTFA”), the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act (United States) (commonly referred to as the “USA PATRIOT Act”) or other similar legislation,
and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Subscriber’s name and other
information relating to this Subscription Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant
to the PCMLTFA. To the best of its knowledge (i) none of the subscription funds to be provided by the Subscriber (A) have been or will
be derived from or related to any activity that is deemed criminal under the law of Canada, the United States or any other jurisdiction,
or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify
the Issuer if the Subscriber discovers that any of such representations ceases to be true, and to provide the Issuer with appropriate
information in connection therewith; |
No Financial Assistance
| (z) | the Subscriber has not received nor expects to receive any financial assistance from the Issuer directly
or indirectly, in respect of the Subscriber’s purchase of the Units; |
Future Financings
| (aa) | the Subscriber acknowledges that the Issuer may complete additional financings in the future to develop
the business of the Issuer and to fund its ongoing development. There is no assurance that such financing will be available and if available,
on reasonable terms. Any such future financings may have a dilutive effect on current shareholders, including the Subscriber; |
No Advertising
| (bb) | the Subscriber has not become aware of any advertisement in printed media of general and regular paid
circulation or on radio, television or other form of telecommunication or any other form of advertisement (including electronic display
on the internet including but not limited to the Issuer’s website) or sales literature with respect to the distribution of the Units
or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; |
No Other Fees
| (cc) | in connection with the issue and sale of the Units pursuant to the Offering to Subscribers outside of
the United States, the Issuer may pay or issue either or both of a cash commission and/or securities pursuant to and in accordance with
the policies or rules of Nasdaq and the TSX and applicable corporate and Securities Laws; |
| (dd) | there is no person acting or purporting to act on behalf of the Subscriber (including any Disclosed Principal),
if applicable, in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee. If any
person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Units on account
of the Subscriber’s subscription, the Subscriber covenants to indemnify and hold harmless the Issuer with respect thereto and with
respect to all costs reasonably incurred in the defence thereof; |
Other Documents
| (ee) | if required by Securities Laws or by any securities commission, stock exchange or other regulatory authority,
the Subscriber will execute, deliver, file and otherwise assist the Issuer in filing, such reports, undertakings and other documents with
respect to the subscription for and issuance of the Securities; |
Subscriber’s Responsibility
for Legal and Financial Advice
| (ff) | the Subscriber confirms that it is responsible for obtaining its own legal, tax, investment and other
professional advice with respect to the execution, delivery and performance by it of this Subscription Agreement and the transactions
contemplated hereunder including the suitability of the Securities as an investment for the Subscriber, the tax consequences of purchasing
and dealing with the Securities, and the resale restrictions and “hold periods” to which the Securities are or may be subject
under Securities Laws. The Subscriber has not relied upon any statements made by or purporting to have been made on behalf of the Issuer
or its counsel with respect to such matters; and |
| (gg) | the Subscriber acknowledges that the Issuer’s counsel is acting solely as counsel to the Issuer
and not as counsel to the Subscriber. |
10.
Reliance on Representations, Warranties, Covenants and Acknowledgements
The Subscriber acknowledges and agrees that
the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement, including the Schedules
hereto, are made with the intention that they may be relied upon by the Issuer in determining the Subscriber’s eligibility (and,
if applicable, the eligibility of others for whom the
Subscriber is contracting hereunder) to purchase
the Units under Securities Laws. The Subscriber further agrees that by accepting the Units, the Subscriber will be representing and warranting
that such representations, warranties, covenants and acknowledgements are true as at the Closing Time with the same force and effect for
the benefit of the Issuer as if they had been made by the Subscriber at the Closing Time and that they will survive the purchase by the
Subscriber of the Units and will continue in full force and effect for the benefit of the Issuer notwithstanding any subsequent disposition
by the Subscriber of any of the Units.
The Subscriber acknowledges
that the Issuer and its counsel are relying upon the representations, warranties, covenants and acknowledgements of the Subscriber set
forth herein (including the Schedules attached hereto) in determining the eligibility of the Subscriber (or, if applicable, the eligibility
of another on whose behalf the Subscriber is contracting hereunder to subscribe for Units) to purchase Units under the Offering, and hereby
agrees to indemnify the Issuer and its directors, officers, employees, advisers, affiliates, shareholders and agents (including their
legal counsel) against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of or in
connection with their reliance on such representations, warranties, acknowledgements and covenants. The Subscriber undertakes to immediately
notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein that occurs prior to
the Closing Time.
12. Subscriber’s Costs
The Subscriber acknowledges and agrees that
all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the
sale of the Units to the Subscriber will be borne by the Subscriber.
13. Consent to the Disclosure of Information
This Agreement and the attachments hereto require
the Subscriber to provide certain Personal Information to the Issuer. Such information is being collected by the Issuer for the purposes
of completing the Offering of the Units, which includes, without limitation, determining the Subscriber’s eligibility to purchase
the Subscriber’s Units under applicable Securities Laws, preparing and registering any certificates representing the Securities
to be issued to the Subscriber, completing filings required by any stock exchange or securities regulatory authority, indirect collection
of information by the applicable stock exchange or Regulatory Authority under authority granted in applicable securities legislation and
the administration and enforcement of the securities legislation of an applicable jurisdiction by the applicable Regulatory Authority.
The Subscriber acknowledges that the Subscriber’s Personal Information, including details of its subscription hereunder, will be
disclosed by the Issuer to: (a) stock exchanges or securities regulatory authorities; (b) the Issuer’s registrar and transfer agent;
and (c) any of the other agents or representatives of the Issuer, including legal counsel to the Issuer; and may be disclosed by the Issuer
to (d) the Canada Revenue Agency; and (e) any other person to whom it is required to disclose such information under applicable legislation
or authority. By executing this Subscription Agreement, the Subscriber consents to and authorizes the foregoing collection, use and disclosure
of the Subscriber’s Personal Information. The Subscriber also consents to and authorizes the filing of copies or originals of any
of this Subscription Agreement (including attachments) below as may be required to be filed with any stock exchange or securities regulatory
authority in connection with the transactions contemplated hereby. In addition, the Subscriber consents to and authorizes the collection,
use and disclosure of all such Personal Information by Nasdaq and the TSX and other regulatory authorities in accordance with their requirements,
including the provision to third party service providers, from time to time. The contact information for the officer of the Issuer who
can answer questions about this collection of information is as follows:
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO
80112
Attn: Jim Sims
Tel: 303 503-6203
email: jim.sims@niocorp.com
For Subscribers with questions about the collection
of Personal Information by the Ontario Securities Commission, please contact the Administrative Support Clerk at the Ontario Securities
Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario, M5H 3S8, Tel: (416) 593-3684.
14.
Miscellaneous
| (a) | This Subscription Agreement and all related agreements between the Parties hereto shall be governed by
and construed in accordance with the laws of the Province of British Columbia, without reference to its rules governing the choice or
conflict of laws. The Parties hereto irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of British
Columbia, sitting in the city of Vancouver, with respect to any dispute to or arising out of this Subscription Agreement. |
| (b) | The Subscriber and the Issuer agree that they each will execute or cause to be executed and delivered
all such further and other documents and assurances, and do and cause to be done all such further acts and things as may be necessary
or desirable to give effect to this Subscription Agreement and without limiting the generality of the foregoing to do all acts and things,
execute and deliver all documents, agreements and writings and provide such assurances, undertakings, information and investment letters
as may be required from time to time by all applicable Regulatory Authorities or as may be required from time to time under applicable
Securities Laws. |
| (c) | This Subscription Agreement, which includes any interest granted or right arising under this Subscription
Agreement, may not be assigned or transferred, without the written consent of the other Parties. |
| (d) | Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other
documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the Parties with respect
to the Units and there are no other terms, conditions, representations or warranties whether expressed, implied, oral or written, by statute,
by common law, by the Issuer, or by anyone else. |
| (e) | Any notice or other communication to be given hereunder shall, in the case of notice to be given to: |
the Issuer, be
addressed to:
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO
80112
Attn: Jim Sims
Tel: 303 503-6203
email: jim.sims@niocorp.com
with a copy to the Issuer’s
counsel:
Blake, Cassels & Graydon LLP
3500 – 1133 Melville Street, The Stack
Vancouver, BC V6E 4E5
Attention: Bob Wooder and Kyle Misewich
Email: bob.wooder@blakes.com and kyle.misewich@blakes.com
or to such other address, email address
or person that the Party designates by notice given in accordance with the foregoing provisions. Any such notice: (i) if delivered personally
or by courier, will be deemed to have been given and received on the date of such delivery provided that if such day is not a Business
Day then it will be deemed to have been given and received on the first Business Day following such day; and (ii) if transmitted by email
or other form of electronic communication, will be deemed to have been given on the date of transmission if sent before 5:00 p.m. (Vancouver
time) on a Business Day or, if not before 5:00 p.m. (Vancouver time), on the first Business Day following the date of transmission provided
that the sender has evidence of a successful transmission such as a confirmation or electronic delivery receipt.
| (f) | All representations, warranties, agreements and covenants made or deemed to be made by the Issuer and
the Subscriber herein will survive the execution and delivery, and acceptance, of this offer and the closing of the issue of the Units
contemplated hereby. |
| (g) | Subject to the terms hereof, neither this Subscription Agreement nor any provision hereof shall be modified,
changed, discharged or terminated except by an instrument in writing signed by the Party against whom any waiver, change, discharge or
termination is sought. |
| (h) | This Subscription Agreement shall enure to the benefit of and be binding upon the Parties and their respective
heirs, executors, administrators and successors but otherwise cannot be assigned. |
| (i) | This Subscription Agreement may be executed in any number of counterparts, each of which when delivered,
either in original or PDF or other electronic form, shall be deemed to be an original and all of which together shall constitute one and
the same document. If less than a complete copy of this Subscription Agreement is delivered to the Issuer by the Subscriber (other than
the execution pages of this Subscription Agreement required to be executed by the Subscriber), the Issuer and its advisors are entitled
to assume, and the Subscriber shall be deemed to have represented and warranted to the Issuer, that the Subscriber accepts and agrees
to all of the terms and conditions of the pages of this Subscription Agreement that are not delivered, without any alteration. |
| (j) | The Parties hereto confirm their express wish that this Subscription Agreement and all documents and agreements
directly or indirectly relating hereto be drawn up in the English language. Les Parties reconnaissent leur volonté expresse
que la présente convention de souscription ainsi que tous les documents et contrats s’y rattachant directement ou indirectement
soient rédigés en anglais. |
SCHEDULE
A
THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S OF THE 1933 ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT,
AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE
WITH THE 1933 ACT. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN THE LIMITED CIRCUMSTANCES PROVIDED
HEREIN PURSUANT TO TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
Term Sheet
Private Placement of Units
Issuer: |
NioCorp Developments Ltd. (“NioCorp” or the “Issuer”). |
Offering: |
Private placement offering (the “Offering”) of up to approximately 500,000 units of the Issuer (the “Units”). Each Unit will consist of one common share of the Issuer (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). |
Pricing: |
US$4.00 per Unit.
Each Warrant shall entitle the holder thereof to
purchase one additional Common Share (a “Warrant Share”) at an exercise price equal to US$4.60 exercisable at any time
up to 24 months from Closing (as defined herein). |
Use of Proceeds: |
Proceeds of the Offering will be used for working capital and general corporate purposes. |
Offering Jurisdictions: |
The Offering will take place by way of a private placement to qualified investors in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, and otherwise in those jurisdictions where the Offering can lawfully be made. Subscribers will have a $5,000 minimum subscription and Canadian subscribers must be “accredited investors” (as defined in National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106”)). United States investors must be “accredited investors” as defined in Rule 501(a) under the United States Securities Act of 1933, as amended. |
Hold Period: |
Common Shares and Warrants issued in connection with the Offering will be subject to an indefinite hold period as required by U.S. securities laws, and will also be subject to a four-month and one day hold period (which will run concurrently with the indefinite hold period in the United States) as required by Canadian securities laws commencing on the date of the Closing (as defined herein) of the Offering and the Warrant Shares issued on exercise of the Warrants will be subject to additional hold periods under U.S. securities laws that shall commence on the date the Warrants are exercised, and (if applicable) will also be subject to a four-month and one day hold period from Closing (which will run concurrently with the indefinite hold period in the United States). |
Listing: |
The Issuer shall obtain the necessary approvals to list the Common Shares, and Common Shares issuable upon exercise of the Warrants, where any such exercise occurs, on The Nasdaq Stock Market LLC and the Toronto Stock Exchange. |
Eligibility for Investment: |
Eligible under the usual Canadian statutes as well as for RRSPs, RESPs, RRIFs, TFSAs and DPSPs. |
Closing: |
On or about September 1, 2023 (the “Closing”), subject to receipt of regulatory approvals. |
SCHEDULE B
Accredited Investor
Status CERTIFICATE
TO BE COMPLETED BY SUBSCRIBERS THAT ARE
ACCREDITED INVESTORS AND ARE RESIDENT IN CANADA OR THE UNITED STATES OR SUBJECT TO CANADIAN OR UNITED STATES SECURITIES LAWS
The categories listed herein contain certain
specifically defined terms. If you are unsure as to the meanings of those terms or are unsure as to the applicability of any category
below, please contact your broker and/or legal advisor before completing this certificate.
TO: NIOCORP DEVELOPMENTS LTD. (the
“Issuer”)
Capitalized terms used in this Schedule “B”
and defined in the Subscription Agreement to which this Schedule “B” is attached have the meanings defined in the Subscription
Agreement unless otherwise defined herein.
In connection with the purchase
by the undersigned Subscriber of the Units, the Subscriber, on its own behalf or on behalf of each Disclosed Principal for whom the Subscriber
is acting (collectively, the “Subscriber”), hereby represents, warrants, covenants and certifies to the Issuer (and
acknowledges that the Issuer and its counsel are relying thereon) that:
| (a) | the Subscriber is purchasing the Units as principal for its own account and not for the benefit of any
other person or is deemed to be purchasing as principal pursuant to NI 45-106; |
| (b) | the Subscriber is an “accredited investor” within the meaning of NI 45-106 on the basis that
the Subscriber fits within one of the categories of an “accredited investor” reproduced below beside which the Subscriber
has indicated the undersigned belongs to such category; |
| (c) | the Subscriber was not created or used solely to purchase or hold securities as an accredited investor
as described in paragraph (m) below; |
| (d) | if the Subscriber is an individual purchasing under category (j), (k) or (l) below, it has completed and
signed Exhibit “A” attached hereto; and |
| (e) | upon execution of this Schedule “B” by the Subscriber, this Schedule “B” shall
be incorporated into and form a part of the Subscription Agreement to which this Schedule “B” is attached. |
(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY
OF ACCREDITED INVESTOR)
☐ |
(a) |
(i) except in Ontario, a Canadian financial institution, or a Schedule III bank; or |
|
|
(ii) in Ontario, a financial institution that is
(A) a bank listed in Schedule I, II or III of the Bank Act (Canada); (B) an association to which the Cooperative Credit
Associations Act (Canada) applies or a central cooperative credit society for which an order has been made under subsection
473(1) of that Act; or (C) a loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union,
caisse populaire, financial services cooperative or credit union league or federation that is authorized by a statute of Canada or
Ontario to carry on business in Canada or Ontario, as the case may be; |
☐ |
(b) |
the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); |
☐ |
(c) |
a subsidiary of any person or company referred to in paragraphs (a) or (b), if the person or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; |
☐ |
(d) |
a person or company registered under the securities legislation of a jurisdiction (province or territory) of Canada as an adviser or dealer (or in Ontario, except as otherwise prescribed by the regulations under the Securities Act (Ontario)); |
☐ |
(e) |
an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); |
☐ |
(e.1) |
an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); |
☐ |
(f) |
the Government of Canada or a jurisdiction (province or territory) of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; |
☐ |
(g) |
a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; |
☐ |
(h) |
any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; |
☐ |
(i) |
a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction (province or territory) of Canada; |
☐ |
(j) |
an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds CDN$1,000,000; |
|
|
*** if you qualify as an accredited investor under this category (J), you must complete and execute form 45-109 individiual risk acknowledgment form attached as exhbit A to this Schedule b |
☐ |
(j.1) |
an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds CDN$5,000,000; |
☐ |
(k) |
an individual whose net income before taxes exceeded CDN$200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded CDN$300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; |
|
|
*** if you qualify as an accredited investor under this category (K), you must complete and execute form 45-109 individiual risk acknowledgment form attached as exhbit A to this Schedule b |
☐ |
(l) |
an individual who, either alone or with a spouse, has net assets of at least CDN$5,000,000; |
|
|
*** if you qualify as an accredited investor under this category (L), you must complete and execute form 45-109 individiual risk acknowledgment form attached as exhbit A to this Schedule b |
☐ |
(m) |
a person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements; |
☐ |
(n) |
an investment fund that distributes or has distributed its securities only to (i) a person that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in investment funds] of NI 45-106, or (iii) a person described in sub-paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106; |
☐ |
(o) |
an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; |
☐ |
(p) |
a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; |
☐ |
(q) |
a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; |
☐ |
(r) |
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; |
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(s) |
an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; |
☐ |
(t) |
a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; |
☐ |
(u) |
an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; |
☐ |
(v) |
a person that is recognized or designated by the securities regulatory authority or, except in Québec, the regulator as an accredited investor; |
☐ |
(w) |
a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse; or |
☐ |
(x) |
in Ontario, such other persons or companies
as may be prescribed by the regulations under the Securities Act (Ontario).
***If checking this category (x), please provide
a description of how this requirement is met. |
For the purposes hereof, the following definitions
are included for convenience:
| (a) | “bank” means a bank named in Schedule I or II of the Bank Act (Canada); |
| (b) | “Canadian financial institution” means (i) an association governed by the Cooperative
Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of
that Act, or (ii) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse
populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of
Canada to carry on business in Canada or a jurisdiction of Canada; |
| (c) | “company” means any corporation, incorporated association, incorporated syndicate or
other incorporated organization; |
| (d) | “eligibility adviser” means: |
| (i) | a person that is registered as an investment dealer and authorized to give advice with respect to the
type of security being distributed, and |
| (ii) | in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law
society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered
accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or
public accountant must not |
| (iii) | (A) |
have a professional, business or personal relationship with the issuer, or any of its directors, executive officer, founders, or
control persons, and |
| (B) | have acted for or been retained personally or otherwise as an employee, executive officer, director, associate
or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control
persons within the previous 12 months; |
| (e) | “executive officer” means, for an issuer, an individual who is: (i) a chair, vice-chair
or president, (ii) a vice-president in charge of a principal business unit, division or function including sales, finance or production,
or (iii) performing a policy-making function in respect of the issuer; |
| (f) | “financial assets” means (i) cash, (ii) securities, or (iii) a contract of insurance,
a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation; |
| (g) | “fully managed account” means an account of a client for which a person makes the investment
decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent
to a transaction; |
| (h) | “investment fund” has the same meaning as in National Instrument 81-106 Investment
Fund Continuous Disclosure; |
| (i) | “person” includes: (i) an individual, (ii) a corporation, (iii) a partnership, trust,
fund and an association, syndicate, organization or other organized group of persons whether incorporated or not, and (iv) an individual
or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative. |
| (j) | “related liabilities” means (i) liabilities incurred or assumed for the purpose of
financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets; |
| (k) | “Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank
Act (Canada); |
| (l) | “spouse” means, an individual who, (i) is married to another individual and is not
living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (ii) is living with another
individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (iii) in
Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult
Interdependent Relationships Act (Alberta); and |
| (m) | “subsidiary” means an issuer that is controlled directly or indirectly by another issuer
and includes a subsidiary of that subsidiary. |
In NI 45-106 a person or company is an affiliate
of another person or company if one of them is a subsidiary of the other, or if each of them is controlled by the same person.
In NI 45-106 and except in Part 2 Division
4 (Employee, Executive Officer, Director and Consultant Exemption) of NI 45-106, a person (first person) is considered to control another
person (second person) if (a) the first person, beneficially owns or directly or indirectly exercises control or direction over securities
of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second
person, unless that first person holds the voting securities only to secure an obligation, (b) the second person is a partnership, other
than a limited partnership, and the first person holds more than 50% of the interests of the partnership, or (c) the second person is
a limited partnership and the general partner of the limited partnership is the first person.
The foregoing representations contained in
this Accredited Investor Status Certificate are true and accurate as of the date of this Accredited Investor Status Certificate and will
be true and accurate as of the Closing Time and the Subscriber acknowledges that this Accredited Investor Status Certificate is incorporated
into and forms a part of the Subscription Agreement to which it is attached. If any such representations shall not be true and accurate
prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Issuer prior to the Closing Time.
Dated: |
____________________ |
|
Signed: |
________________________________ |
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_________________________________
Witness (If Subscriber is an Individual) |
|
__________________________________________
Print the name of Subscriber |
|
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_________________________________
Print Name of Witness |
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__________________________________________
If Subscriber is a corporation,
print name and title of Authorized Signing Officer |
EXHIBIT A TO SCHEDULE B
ACCREDITED INVESTOR RISK ACKNOWLEDGMENT
FORM
THIS “EXHIBIT A” TO SCHEDULE
“B” IS TO BE COMPLETED BY ACCREDITED INVESTORS WHO COMPLETED SCHEDULE “B” AND ARE INDIVIDUALS SUBSCRIBING UNDER
CATEGORIES (J), (K) OR (L) IN SCHEDULE “B” TO WHICH THIS EXHIBIT “A” IS ATTACHED.
WARNING!
This investment is risky. Don’t invest
unless you can afford to lose all the money you pay for this investment. |
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER |
1. About your investment |
Type of securities: Units (each comprised of one common share and one common share purchase warrant) |
Issuer: NioCorp Developments Ltd. |
Purchased from: NioCorp Developments Ltd. |
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER |
2. Risk acknowledgement |
This investment is risky. Initial that you understand that: |
Your
Initials |
Risk of loss - You could lose your entire investment of US$ ____________. [Instruction: Insert the total dollar amount of the investment.] |
|
Liquidity risk - You may not be able to sell your investment quickly - or at all. |
|
Lack of information - You may receive little or no information about your investment. |
|
Lack of advice - You will not receive advice
from the salesperson about whether this investment is suitable for you unless the salesperson is registered. The salesperson is the person
who meets with, or provides information to, you about making this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.
|
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3. Accredited investor status |
You must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have questions about whether you meet these criteria. |
Your
initials |
· Your net income before taxes was more than CDN$200,000 in each of the 2 most recent calendar years, and you expect it to be more than CDN$200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.) |
|
· Your net income before taxes combined with your spouse’s was more than CDN$300,000 in each of the 2 most recent calendar years, and you expect your combined net income before taxes to be more than CDN$300,000 in the current calendar year. |
|
· Either alone or with your spouse, you own more than CDN$1 million in cash and securities, after subtracting any debt related to the cash and securities. |
|
· Either alone or with your spouse, you have net assets worth more than CDN$5 million. (Your net assets are your total assets (including real estate) minus your total debt.) |
|
4. Your name and signature |
|
|
|
By signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified in this form. |
First and last name (please print): |
Signature: |
Date: |
SECTION 5 TO BE COMPLETED BY THE SALESPERSON |
5. Salesperson information |
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment. That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from the registration requirement.] |
First and last name of salesperson (please print): |
Telephone: |
Email: |
Name of firm (if registered): |
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER |
6. For more information about this investment |
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO
80112
Attn: Jim Sims
Tel: (303) 503-6203
email: financing@niocorp.com
For more information about prospectus exemptions,
contact your local securities regulator. You can find contact information at www.securities-administrators.ca.
|
Form instructions:
| 1. | This form does not mandate the use of a specific font size or style but the font must be legible. |
| 2. | The information in sections 1, 5 and 6 must be completed before the purchaser completes and signs the
form. |
| 3. | The purchaser must sign this form. Each of the purchaser and the issuer or selling security holder
must receive a copy of this form signed by the purchaser. The issuer or selling security holder is required to keep a copy of this form
for 8 years after the distribution. |
SCHEDULE C
REGULATION S CERTIFICATE
TO BE COMPLETED BY PURCHASERS THAT ARE NOT
RESIDENT IN THE UNITED STATES AND ARE NOT A U.S. PURCHASER
THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S OF THE 1933 ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT,
AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE
WITH THE 1933 ACT.
In connection with the undersigned’s
(the “Subscriber”) subscription for units of the Issuer (a “Unit”), each Unit being comprised of
one common share in the capital of the Issuer (a “Unit Share”) and one common share purchase warrant of the Issuer
(a “Warrant”), and each Warrant entitling the holder to acquire one additional common share in the capital of the Issuer
(a “Warrant Share”), exercisable for a period of 24 months following the Closing at an exercise price of US$4.60 per
Warrant Share, by executing this Regulation S Certificate, the Subscriber represents, warrants and covenants to and with the Issuer as
follows (capitalized terms used herein and not otherwise defined shall have the meaning given in the Subscription Agreement to which this
Regulation S Certificate is attached):
| (a) | the Subscriber understands that the Securities have not been and will not be, prior to distribution, registered
under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of
the United States and that the offer and sale of the Units to it will be made in reliance upon an exclusion from the registration requirements
of the 1933 Act under Regulation S thereunder (“Regulation S”); |
| (b) | the Subscriber purchasing the Securities for its own account or for the account of one or more persons
for whom it is exercising sole investment discretion, (a “Disclosed Subscriber”), for investment purposes only and
not with a view to resale or distribution in violation of applicable securities laws and, in particular, neither it nor any Disclosed
Subscriber for whose account it is purchasing the Securities is an underwriter, agent, dealer or “Distributor” as defined
in Rule 902(d) of Regulation S or has any intention to distribute either directly or indirectly any of the Securities in the United States
or to, or for the account or benefit of, a U.S. person (as defined in Regulation S, a “U.S. Person”) or person in the
United States; provided, however, that this paragraph shall not restrict the Subscriber from selling or otherwise disposing of any of
the Securities pursuant to registration thereof pursuant to the 1933 Act and any applicable state securities laws or under an exemption
from such registration requirements; |
| (c) | the Subscriber has such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Securities and is able, without impairing its financial condition, to hold such
Securities for an indefinite period of time and to bear the economic risks of, and withstand a complete loss of, such investment; |
| (d) | neither the Subscriber nor the Disclosed Subscriber, if any, is a U.S. Person; |
| (e) | (A) The Subscriber and the Disclosed Subscriber, if any, are not resident in the United States and are
not purchasing the Securities for the account or benefit of a U.S. Person or person in the United States, (B) the Units were not offered
to it or the Disclosed Subscriber, if any, in the United States and (C) at the time its buy order was made and the Subscription Agreement
was executed, it (or its authorized signatory) were outside the United States; |
| (f) | the current structure of this transaction and all transactions and activities contemplated hereunder is
not a scheme to avoid the registration requirements of the 1933 Act; |
| (g) | the Subscriber did not receive the offer to purchase the Securities as a result of, nor will it engage
in, any directed selling efforts (as defined in Regulation S); |
| (h) | the Subscriber agrees not to engage in hedging transactions in the Securities except in compliance with
the 1933 Act; |
| (i) | the Subscriber agrees that prior to the expiration of the one-year distribution compliance period set
forth in Rule 903(b)(3) of Regulation S under the 1933 Act with regard to the Securities, it will not offer, sell or transfer, directly
or indirectly, any of the Securities except in accordance with the provisions of Regulation S, pursuant to registration under the 1933
Act or pursuant to an available exemption from registration under the 1933 Act; |
| (j) | the Subscriber understands and acknowledges that the Securities are “restricted securities”
within the meaning of Rule 144 under the 1933 Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer
any of such securities, such securities may be offered, resold, pledged or otherwise transferred, directly or indirectly, only (a) to
the Issuer; (b) pursuant to an effective registration statement under the 1933 Act; (c) in accordance with Rule 144 under the 1933 Act,
if available, and, in each case, in compliance with any applicable securities laws of any state of the United States; or (d) pursuant
to another exemption from the registration requirements under the 1933 Act and any applicable securities laws of any state of the United
States, after providing an opinion of counsel, of recognized standing, in form and substance reasonably satisfactory to the Issuer, to
the effect that the proposed transfer may be effected without registration under the 1933 Act; |
| (k) | the Subscriber acknowledges and agrees that the Issuer is hereby bound by this Agreement and its agreements
with its transfer agent to refuse to register any transfer of the Securities not made in accordance with Regulation S, pursuant to registration
under the 1933 Act or pursuant to an available exemption from registration under the 1933 Act and in compliance with any applicable local
laws and regulations; the Subscriber consents to the Issuer making a notation on its records or giving instructions to any transfer agent
of the Securities in order to implement the restrictions on transfer set forth and described herein; |
| (l) | the Subscriber acknowledges that upon the issuance of the Securities, and until such time as the same
is no longer required under the applicable requirements of the 1933 Act or applicable state securities laws and regulations, the certificates
representing the Securities, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially
the following form: |
“THE
SECURITIES REPRESENTED HEREBY [For warrants Include: and the securities issuable upon exercise hereof] HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. Securities Act”), OR UNDER ANY STATE SECURITIES LAWS.
THE HOLDER HEREOF, BY PURCHASING THESE securities, AGREES FOR THE BENEFIT OF NIOCORP DEVELOPMENTS LTD. (THE “COmpany”), THAT
THESE securities MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, directly or indirectly ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES
HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE
144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND, IN
EACH CASE, THE HOLDER HAS,
PRIOR TO SUCH SALE, FURNISHED TO
THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY TO SUCH
EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT. THESE SECURITIES MAY
NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES.”
if any of the Securities are being sold
pursuant to clause (C) in the legend above, the legend may be removed by delivery to Computershare Investor Services Inc., as the Issuer’s
Canadian registrar and co-transfer agent, or Computershare Trust Company, as the Issuer’s U.S. co-transfer agent, of an opinion
of counsel of recognized standing in form and substance satisfactory to the Issuer, to the effect that the legend is no longer required
under applicable requirements of the 1933 Act;
| (m) | the Subscriber acknowledges that the Warrants may not be exercised unless exemptions are available from
the registration requirements of the 1933 Act and the securities laws of all applicable states of the United States, and the holder has
furnished an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Issuer to such effect; provided
that a holder of warrants (a “Warrantholder”) will not be required to deliver an opinion of counsel in connection with
its due exercise of the Warrants that comprise part of the Units purchased pursuant to the offering, for its own account or for the account
of the original beneficial purchaser, if any, at a time when the Warrantholder and such original beneficial purchaser, if any, are outside
the United States, are not U.S. Persons and are not exercising on behalf of U.S. Persons or persons in the United States and its representations
and warranties contained in this Regulation S Certificate attached hereto remain true and correct in respect to the exercise of the Warrants
and the holder represents to the Issuer as such. |
| (n) | Upon the original issuance of the Warrants and until such time as is no longer required under applicable
requirements of the 1933 Act or applicable state securities laws, all certificates representing the Warrants and all certificates issued
in exchange therefor or in substitution thereof, shall bear a legend substantially in the following form: |
“THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”). THIS WARRANT MAY NOT BE EXERCISED UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE
AVAILABLE.”
| (o) | the Subscriber acknowledges that the Issuer is not a “foreign issuer” as defined in Regulation
S and therefore, pursuant to Rule 905 of Regulation S, the United States securities law legend set forth above may not be removed from
certificates representing the Securities upon any resale made pursuant to Rule 903 or 904 of Regulation S; therefore the certificates
representing the Securities which bear such legend may not constitute “good delivery” in settlement of transactions on stock
exchanges; |
| (p) | the Subscriber understands that (i) the Issuer may be deemed to be an issuer that is, or that has been
at any time previously, an issuer with no or nominal operations and no or nominal assets other than cash and cash equivalents (a “Shell
Company”), (ii) if the Issuer is deemed to be, or to have been at any time previously, a Shell Company, Rule 144 under the 1933
Act may not be available for resales of the Securities, and (iii) except as set forth in the Subscription Agreement, the Issuer is not
obligated to make Rule 144 under the 1933 Act available for resales of the Securities; |
| (q) | the Subscriber has been independently advised as to the applicable hold period and restrictions with respect
to trading imposed in respect of the Securities by securities legislation in the jurisdiction in which it resides, and confirms that no
representation has been made respecting the applicable hold periods for such Securities and is aware of the risks and other characteristics
of the Securities and of the fact that the Subscriber may not be able to resell any of the Securities except in accordance with applicable
securities legislation and regulatory policy; and |
| (r) | the Subscriber understands and acknowledges that it is making the representations and warranties and agreements
contained herein with the intent that they may be relied upon by the Issuer, in determining its eligibility or (if applicable) the eligibility
of others on whose behalf it is contracting hereunder to purchase the Units. |
The Subscriber undertakes to notify the Issuer
immediately at the principal offices of the Issuer of any change in any representation, warranty or other information relating to the
Subscriber set forth herein which takes place prior to the Closing.
The Issuer shall be entitled to rely on delivery
of a facsimile or PDF copy of this Regulation S Certificate.
DATED this________ day of ________________,
2023.
|
|
(Name of Subscriber - please print) |
|
by: ____________________________________
(Official Capacity or Title - please print)
|
|
Authorized Signature |
|
(Please print name of individual whose signature appears above
if different than the name of the Subscriber printed above.) |
|
SCHEDULE
D
U.S. PURCHASER CERTIFICATE
TO BE COMPLETED BY PURCHASERS THAT ARE RESIDENT
IN THE UNITED STATES OR ARE A U.S. PURCHASER
THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR
ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS SUCH TERM
IS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION S OF THE
1933 ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE 1933 ACT.
In connection with the undersigned’s
(the “Subscriber”) subscription for units of the Issuer (the “Units”), each Unit being comprised
of one common share in the capital of the Issuer (a “Unit Share”) and one common share purchase warrant of the Issuer
(a “Warrant”), and each Warrant entitling the holder to acquire one additional common share in the capital of the Issuer
(a “Warrant Share”), exercisable for a period of 24 months following the Closing at an exercise price of US$4.60 per
Warrant Share, by executing this U.S. Purchaser Certificate, the Subscriber represents, warrants and covenants to and with the Issuer
as follows (capitalized terms used herein and not otherwise defined shall have the meaning given in the Subscription Agreement to which
this U.S. Purchaser Certificate is attached):
| (a) | the Subscriber understands that the Securities have not been and will not be, prior to distribution, registered
under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state of
the United States and that the offer and sale of the Offered Units to it will be made in reliance upon an exemption from registration
under Rule 506(b) under Regulation D under the 1933 Act available to the Issuer for offers and sales to “accredited investors”
as defined in Rule 501(a) of Regulation D under the 1933 Act (“Accredited Investors”); |
| (b) | the Subscriber acknowledges that prior to the time of purchase of any Units it has been afforded the opportunity
to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Issuer concerning the terms and
conditions of the offering of the Units and to obtain such additional information which the Issuer possesses or can acquire without unreasonable
effort or expense; |
| (c) | the Subscriber has such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Securities and is able, without impairing its financial condition, to hold such
Securities for an indefinite period of time and to bear the economic risks of, and withstand a complete loss of, such investment; |
| (d) | the Subscriber (and, if the Subscriber is acting on behalf of a beneficial purchaser, such beneficial
purchaser) (i) is an Accredited Investor, (ii) is acquiring the Units for its own account or for the account of one or more Accredited
Investors with respect to which it exercises sole investment discretion, and in each case not with a view to any resale, distribution
or other disposition of the Securities in violation of United States federal or state securities laws, and (iii) satisfies (and the beneficial
purchaser, if any, satisfies) the requirements of the paragraphs below to which the Subscriber has affixed his or her initials |
The line identified as “S”
next to the corresponding paragraph applicable to the Subscriber must be initialed and, if there is a beneficial purchaser, the line identified
as “BP” next to the corresponding paragraph describing the requirement satisfied by the beneficial purchaser must be initialed:
________________(S)
________________(BP) |
1. |
Any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary capacity; any broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; any insurance company as defined in Section 2(a)(13) of the 1933 Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors” as defined in Rule 501(a) under the 1933 Act; |
________________(S)
________________(BP) |
2. |
Any private business development company as defined in Section 202(a)(22) of the Investments Advisers Act of 1940; |
________________(S)
________________(BP) |
3. |
Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, or Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Offered Units offered, with total assets in excess of US$5,000,000; |
________________(S)
________________(BP) |
4. |
A director, executive officer or general partner of the Issuer; or |
________________(S)
________________(BP) |
5. |
A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of this purchase exceeds US$1,000,000; provided, however, that (i) a person’s primary residence shall not be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; or |
________________(S)
________________(BP) |
6. |
A natural person who had an individual income
in excess of US$200,000 in each of the two most recent years or joint income with that person's spouse in excess of US$300,000 in each
of those years and has a reasonable expectation of reaching the same income level in the current year; or
|
________________(S)
________________(BP) |
7. |
Any trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Offered Units, whose purchase is directed by a sophisticated person, being defined as a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment. |
________________(S)
________________(BP) |
8. |
An entity in which all of the equity owners are accredited investors (if this category is selected, the Subscriber must provide certification as to the category under which each equity owner qualifies as an Accredited Investor). |
| (e) | the Subscriber acknowledges that it has not purchased the Units as a result of any “general solicitation”
or “general advertising” (as those terms are used in Regulation D under the 1933 Act), including any advertisements, articles,
notices or other communications published on the internet or in any newspaper, magazine or similar media or broadcast over radio, television
or the internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; |
| (f) | the Subscriber understands and acknowledges that the Securities are “restricted securities”
within the meaning of Rule 144 under the 1933 Act, and that if in the future it decides to offer, resell, pledge or otherwise transfer
any of such securities, such securities may be offered, resold, pledged or otherwise transferred, directly or indirectly, only (a) to
the Issuer; (b) pursuant to an effective registration statement under the 1933 Act; (c) in accordance with Rule 144 under the 1933 Act,
if available, and, in each case, in compliance with any applicable securities laws of any state of the United States; or (d) pursuant
to another exemption from the registration requirements under the 1933 Act and any applicable securities laws of any state of the United
States, after providing an opinion of counsel, of recognized standing, in form and substance reasonably satisfactory to the Issuer, to
the effect that the proposed transfer may be effected without registration under the 1933 Act; |
| (g) | the Subscriber understands and acknowledges that upon the original issuance of the Securities and until
such time as the same is no longer required under applicable requirements of the 1933 Act or applicable securities laws of any state of
the United States, certificates representing the Securities and all certificates issued in exchange therefor or in substitution thereof,
shall bear a legend to the following effect: |
“THE
SECURITIES REPRESENTED HEREBY [For warrants Include: and the securities issuable upon exercise hereof] HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. Securities Act”), OR UNDER ANY STATE SECURITIES LAWS.
THE HOLDER HEREOF, BY PURCHASING THESE securities, AGREES FOR THE BENEFIT OF NIOCORP DEVELOPMENTS LTD. (THE “COmpany”), THAT
THESE securities MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, directly or indirectly ONLY (A) TO THE COMPANY, (B) IF THE SECURITIES
HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT IN ACCORDANCE WITH RULE
144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND, IN
EACH CASE, THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE
OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT
IN COMPLIANCE WITH THE SECURITIES ACT. THESE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON
CANADIAN STOCK EXCHANGES.”
if any of the Securities are being sold
pursuant to clause (C) in the legend above, the legend may be removed by delivery to Computershare Investor Services Inc., as the Issuer’s
Canadian registrar and co-transfer agent, or Computershare Trust Company, as the Issuer’s U.S. co-transfer agent, of an opinion
of
counsel of recognized standing in form
and substance satisfactory to the Issuer, to the effect that the legend is no longer required under applicable requirements of the 1933
Act;
| (h) | The Warrants may not be exercised unless exemptions are available from the registration requirements of
the 1933 Act and the securities laws of all applicable states of the United States, and the holder has furnished an opinion of counsel
of recognized standing in form and substance reasonably satisfactory to the Issuer to such effect; provided that a holder of warrants
(a “Warrantholder”) will not be required to deliver an opinion of counsel in connection with its due exercise of the Warrants
that comprise part of the Units purchased pursuant to the Offering, for its own account or for the account of the original beneficial
purchaser, if any, at a time when the Warrantholder and such original beneficial purchaser, if any, are Accredited Investors and its representations
and warranties contained in this U.S. Purchaser Certificate remain true and correct with respect to the exercise of the Warrants and the
holder represents to the Issuer as such. |
| (i) | Upon the original issuance of the Warrants and until such time as is no longer required under applicable
requirements of the 1933 Act or applicable state securities laws, all certificates representing the Warrants sold in the United States
and to, or for the account or benefit of, U.S. Persons, and all certificates issued in exchange therefor or in substitution thereof, shall
bear a legend substantially in the following form: |
“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “U.S. SECURITIES ACT”). THIS WARRANT MAY NOT BE EXERCISED UNLESS THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION
REQUIREMENTS ARE AVAILABLE.”
| (j) | the Subscriber consents to the Issuer making a notation on its records or giving instructions to any transfer
agent of the Securities in order to implement the restrictions on transfer set forth and described herein; |
| (k) | the Subscriber understands and acknowledges that, except as set forth in the Subscription Agreement, the
Issuer is not obligated to file and has no present intention of filing with the United States Securities and Exchange Commission or with
any state securities commission any registration statement in respect of resales of the Securities in the United States; |
| (l) | if required by applicable securities legislation, regulatory policy or order or by any securities commission,
stock exchange or other regulatory authority, the Subscriber will execute, deliver and file and otherwise assist the Issuer in filing
reports, questionnaires, undertakings and other documents with respect to the issue of the Securities; |
| (m) | the Subscriber (i) acknowledges and understands that (1) there may be material tax consequences to it
of the acquisition, ownership, holding, exercise or disposition of the Securities, including those relating to the Issuer’s potential
status as a “passive foreign investment corporation” under the Internal Revenue Code of 1986, as amended, and those relating
to the potential tax consequences of the Issuer’s combination with GX Acquisition Corp. II on March 17, 2023 and related transactions,
and (2) the Issuer does not give any opinion or make any representation with respect to the tax consequences under the United States,
state, local or foreign law of the acquisition, ownership, holding, exercise or disposition of the Securities, and (ii) will consult its
own tax advisors about the United States, state, local and foreign tax consequences of acquiring, owning, holding, exercising and disposing
of the Securities; |
| (n) | it acknowledges that it is encouraged to obtain independent legal, income tax and investment advice with
respect to its subscription for the Units and accordingly, has had an opportunity to acquire an understanding of the meanings of all terms
contained herein relevant to the Subscriber for the purpose of giving the representations, warranties and covenants contained herein; |
| (o) | the Subscriber has been independently advised as to the applicable hold period and restrictions with respect
to trading imposed in respect of the Securities by securities legislation in the jurisdiction in which |
it resides, and confirms that no representation
has been made respecting the applicable hold periods for such Securities and is aware of the risks and other characteristics of the Securities
and of the fact that the Subscriber may not be able to resell any of the Securities except in accordance with applicable securities legislation
and regulatory policy; and
| (p) | the Subscriber understands and acknowledges that it is making the representations and warranties and agreements
contained herein with the intent that the they may be relied upon by the Issuer, in determining its eligibility or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase the Units. |
The Subscriber undertakes to notify the Issuer
immediately at the principal offices of the Issuer of any change in any representation, warranty or other information relating to the
Subscriber set forth herein which takes place prior to the Closing.
The Issuer shall be entitled to rely on delivery
of a facsimile or PDF copy of this U.S. Purchaser Certificate.
DATED this________ day of ________________,
2023.
|
|
(Name of Subscriber - please print) |
|
by: ____________________________________
(Official Capacity or Title - please print)
|
|
Authorized Signature |
|
(Please print name of individual whose signature appears above
if different than the name of the Subscriber printed above.) |
|
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1512228/000153949723001523/image_001.jpg)
NioCorp
Announces Closing of Private Placement for Gross Proceeds of US$1 Million
CENTENNIAL, Colo. September 1, 2023—
NioCorp Developments Ltd. (TSX: NB; NASDAQ: NB) (“NioCorp” the “Company”), is pleased to announce that
it has closed a non-brokered private placement (the “Private Placement”) of 250,000 units of the Company at a price
of USD$4.00 per unit, for aggregate gross proceeds to the Company of USD$1 million.
Each unit issued in the Private Placement
consisted of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant
(a “Warrant” and, together with the Common Shares, the “Securities”). Each Warrant is exercisable
into one Common Share at a price of USD$4.60 per Common Share until September 1, 2025. All of the Securities issued pursuant to the Private
Placement are subject to a four month and one day hold period in accordance with applicable Canadian securities laws.
Proceeds of the Private Placement
will be used for continued advancement of the Company’s Elk Creek Critical Minerals Project and for working capital and general
corporate purposes.
This news release does not
constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful, including any of the Securities in the United States of America. The Securities
have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”)
or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons
(as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
# # #
FOR MORE INFORMATION:
Jim Sims, Corporate Communications Officer, NioCorp
Developments Ltd., (720) 334-7066, jim.sims@niocorp.com
@NioCorp $NO $NB.TO
$BR3 #Niobium #Scandium #rareearth #neodymium #dysprosium #terbium #ElkCreek
ABOUT NIOCORP
NioCorp is developing a critical minerals project in Southeast
Nebraska that will produce niobium, scandium, and titanium. The Company also is evaluating the potential to produce several rare earths
from the Project. Niobium is used to produce specialty alloys as well as High Strength, Low Alloy (“HSLA”) steel, which
is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium is a specialty metal that can be
NioCorp
Developments Ltd., 7000 S. Yosemite, #115, Centennial CO 80112 | (720) 334-7066 | www.niocorp.com
combined with Aluminum to make alloys with increased strength
and improved corrosion resistance. Scandium is also a critical component of advanced solid oxide fuel cells. Titanium is used in various
lightweight alloys and is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor,
and medical implants. Magnetic rare earths, such as neodymium, praseodymium, terbium, and dysprosium are critical to the making of Neodymium-Iron-Boron
(“NdFeB”) magnets, which are used across a wide variety of defense and civilian applications.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of
applicable Canadian securities laws. Forward-looking statements are typically identified by words such as “plan,” “believe,”
“expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,”
“project,” “continue,” “could,” “may,” “might,” “possible,” “potential,”
“predict,” “should,” “would” and other similar words and expressions, but the absence of these words
does not mean that a statement is not forward-looking.
The forward-looking statements are based on the current expectations
of the management of NioCorp and are inherently subject to uncertainties and changes in circumstances and their potential effects and
speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated.
Such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are
subject to change. Forward-looking statements involve a number of risks, uncertainties or other factors that may cause actual results
or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties
include, but are not limited to, those discussed and identified in public filings made by NioCorp with the SEC and with the applicable
Canadian securities regulatory authorities and the following: NioCorp’s ability to recognize the anticipated benefits of the business
combination with GX Acquisition Corp. II (the “Business Combination”) and the standby equity purchase agreement (the
“Yorkville Equity Facility Financing Agreement” and, together with the Business Combination, the “Transactions”)
with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP, including NioCorp’s ability to access the full
amount of the expected net proceeds under the Yorkville Equity Facility Financing Agreement over the next three years; unexpected costs
related to the Transactions; the outcome of any legal proceedings that may be instituted against NioCorp following closing of the Transactions;
NioCorp’s ability to receive a final commitment of financing from the Export-Import Bank of the United States on the anticipated
timeline, on acceptable terms, or at all; NioCorp’s ability to continue to meet the listing standards of The Nasdaq Stock Market
LLC; NioCorp’s ability to operate as a going concern; risks relating to NioCorp’s common shares, including price volatility,
lack of dividend payments and dilution or the perception of the likelihood any of the foregoing; NioCorp’s requirement of significant
additional capital; the extent to which NioCorp’s level of indebtedness and/or the terms contained in agreements governing NioCorp’s
indebtedness or the Yorkville Equity Facility Financing Agreement may impair NioCorp’s ability to obtain additional financing; covenants
contained in agreements with NioCorp’s secured creditors that may affect its assets; NioCorp’s limited operating history;
NioCorp’s history of losses; the restatement of NioCorp’s consolidated financial statements as of and for the fiscal years
ended June 30, 2022 and 2021 and the interim periods ended September 30, 2021, December 31, 2021, March 31, 2022, September 30, 2022,
and December 31, 2022 and the impact of such restatement on NioCorp’s future financial statements and other financial measures;
the material weaknesses in NioCorp’s internal control over financial reporting, NioCorp’s efforts to remediate such material
weaknesses and the timing of remediation; the possibility that NioCorp may qualify as a passive foreign investment company under the U.S.
Internal Revenue Code of 1986, as amended (the “Code”); the potential that the Transactions could result in NioCorp
becoming subject to materially adverse U.S. federal income tax consequences as a result of the application of Section 7874 and related
sections of the Code; cost increases for NioCorp’s exploration and, if
NioCorp
Developments Ltd., 7000 S. Yosemite, #115, Centennial CO 80112 | (720) 334-7066 | www.niocorp.com
warranted, development projects; a disruption in, or failure
of, NioCorp’s information technology systems, including those related to cybersecurity; equipment and supply shortages; variations
in the market demand for, and prices of, niobium, scandium, titanium and rare earth products; current and future off take agreements,
joint ventures, and partnerships; NioCorp’s ability to attract qualified management; the effects of the COVID-19 pandemic or other
global health crises on NioCorp’s business plans, financial condition and liquidity; estimates of mineral resources and reserves;
mineral exploration and production activities; feasibility study results; the results of metallurgical testing; changes in demand for
and price of commodities (such as fuel and electricity) and currencies; competition in the mining industry; changes or disruptions in
the securities markets; legislative, political or economic developments, including changes in federal and/or state laws that may significantly
affect the mining industry; the impacts of climate change, as well as actions taken or required by governments related to strengthening
resilience in the face of potential impacts from climate change; the need to obtain permits and comply with laws and regulations and other
regulatory requirements; the timing and reliability of sampling and assay data; the possibility that actual results of work may differ
from projections/expectations or may not realize the perceived potential of NioCorp’s projects; risks of accidents, equipment breakdowns,
and labor disputes or other unanticipated difficulties or interruptions; the possibility of cost overruns or unanticipated expenses in
development programs; operating or technical difficulties in connection with exploration, mining, or development activities; management
of the water balance at the Elk Creek Project site; land reclamation requirements related to the Elk Creek Project; the speculative nature
of mineral exploration and development, including the risks of diminishing quantities of grades of reserves and resources; claims on the
title to NioCorp’s properties; potential future litigation; and NioCorp’s lack of insurance covering all of NioCorp’s
operations.
Should one or more of these risks or uncertainties materialize
or should any of the assumptions made by the management of NioCorp prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning
the matters addressed herein and attributable to NioCorp or any person acting on its behalf are expressly qualified in their entirety
by the cautionary statements contained or referred to herein. Except to the extent required by applicable law or regulation, NioCorp undertakes
no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence
of unanticipated events.
NioCorp Developments Ltd., 7000 S. Yosemite, #115, Centennial CO 80112 | (720) 334-7066 | www.niocorp.com
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