NIOCORP DEVELOPMENTS LTD

November 2024 Private Placement

On November 13, 2024, the Company closed the November 2024 Private Offering with the Private Placement Investors of an aggregate of 2,199,602 Units. Each Unit consists of one Common Share, one Series A Private Warrant to purchase one Common Share and one-half of one Series B Private Warrant to purchase one-half of one Common Share. Each Series A Private Warrant is exercisable for one Common Share at a price per Common Share of $1.75. The Series A Private Warrants may be exercised at any time on or after the date of issuance and will expire on November 13, 2026. Each Series B Private Warrant is exercisable for one Common Share at a price per Common Share of $2.07. The Series B Private Warrants may be exercised at any time beginning six months and one day from the date of issuance and will expire on November 13, 2029.

The November Private Warrants contain provisions that prohibit the exercise if the holder, together with its affiliates, would beneficially own more than 4.99% of the number of Common Shares outstanding immediately after giving effect to such exercise. A holder of November Private Warrants may increase or decrease this percentage to a percentage not in excess of 9.99% by providing notice to the Company, which increase will not be effective until at least 61 days following such notice. November Private Warrant holders will not have the rights or privileges of a holder of Common Shares with respect to the Common Shares underlying such November Private Warrants, including any voting rights, until the holder exercises such November Private Warrants. There is no established trading market for any of the November Private Warrants and the Company does not expect a market to develop. In addition, the Company does not intend to apply for the listing of any of the November Private Warrants on any national securities exchange or other trading market.

In connection with the November 2024 Private Offering, the Company entered into subscription agreements (the “Subscription Agreements”) by and between the Company and the Private Placement Investors. The Subscription Agreements contain the terms of the Private Placement and typical representations and warranties from the Private Placement Investors to the Company and the Company to the Private Placement Investors.

Certain of the Company’s officers and directors purchased an aggregate of 239,999 Units in the November 2024 Private Offering. Each officer and director of the Company who purchased Units in the November 2024 Private Offering paid a purchase price of $1.7675 per unit (the “Insider Unit Price”), which is equal to the consolidated closing bid price for the Common Shares as reported by the Nasdaq on November 1, 2024 plus $0.125 per associated November Private Warrant. The remaining investors in the November 2024 Private Offering, who are not affiliated with the Company (but with whom the Company has a pre-existing relationship), purchased an aggregate of 1,959,603 Units at a purchase price per Unit of $1.57, which is equal to 90% of the volume weight average price of the Common Shares on Nasdaq for the five-day period ended November 1, 2024. Gross proceeds to the Company from the November 2024 Private Offering are expected to be approximately $3.5 million.

The foregoing description of the Subscription Agreements is qualified in its entirety by the full text of the Subscription Agreements, a copy of which is filed as Exhibit 4.8 to this Report and is incorporated herein by reference. The foregoing descriptions of the November Private Warrants are qualified in their entirety by the full text of the Form of Series A Private Warrant and Form of Series B Private Warrant, copies of which are filed as Exhibits 4.9 and 4.10, respectively, to this Report and are incorporated herein by reference.

This Report 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

The Units were issued on a private offering basis to the Private Placement Investors with whom the Company had a pre-existing relationship pursuant to the exemption from the registration requirements of 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 Private Placement Investors made to the Company in connection with their purchase of the Units.

Rule 10b5-1 Trading Arrangements

During the quarter ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).