NioCorp Announces Closing of Financing Agreement - Seite 2

The Private Placement was conducted in accordance with Section 602.1 of the Toronto Stock Exchange (the "TSX") Company Manual, which provides that the TSX will not apply its standards to certain transactions involving "eligible interlisted issuers" on a recognized exchange, such as The Nasdaq Stock Market LLC ("Nasdaq"). The Notes, the Warrants and the Underlying Shares (as defined below) were offered and issued, or will be issued, on a private offering basis pursuant to the exemption from the registration requirements of the U.S. Securities Act of 1933 (the "Securities Act") provided by Section 4(a)(2) thereof, in each case, pursuant to the representations and covenants each of the Purchasers made to the Company pursuant to the Purchase Agreement.

NioCorp intends to use the proceeds from the Private Placement for general working capital purposes, including for accounts payable, other payables and operating expenses, and to satisfy the fees and expenses incurred in connection with the Private Placement.

Subject to certain limitations, including those as described below, contained within the Notes, holders of the Notes will be entitled to convert the principal amount of, accrued and unpaid interest, if any, and any Payment Premium that has become due and payable on each Note, from time to time over their term, into a number of Common Shares equal to the quotient of the amount being converted divided by a fixed conversion price of US$2.75 per Common Share (the "Conversion Price") up to a maximum of 3,141,817 Common Shares (together with the Warrant Shares, the "Underlying Shares"). The terms of the Notes and the Warrants restrict the conversion of the Notes or exercise of Warrants by a holder if such a conversion or exercise would cause such holder to exceed certain beneficial ownership thresholds in NioCorp.

The Notes are the unsecured obligations of NioCorp and will mature on December 31, 2024. The Notes will incur a simple interest rate obligation of 0.0% per annum (which will increase to 18.0% per annum upon the occurrence of an event of default). The outstanding principal amount of, accrued and unpaid interest, if any, on, and Payment Premium, if any, on the Notes must be paid by NioCorp in cash when the same becomes due and payable under the terms of the Notes at their stated maturity, upon their redemption or otherwise.