Exhibit 4.10 


 


THE BROKER WARRANTS REPRESENTED HEREBY ARE
EXERCISABLE AT ANY TIME AND TIME TO TIME ON OR BEFORE 5:00 P.M. (TORONTO TIME) ON [●] AFTER WHICH TIME THEY SHALL EXPIRE
AND BE OF NO FURTHER FORCE OR EFFECT.


 


NON-TRANSFERABLE BROKER WARRANTS TO PURCHASE
COMMON SHARES


 


OF


 


NIOCORP DEVELOPMENTS LTD.

(incorporated under the laws of British Columbia)


 





	Certificate No.:	BW-001	Date: [·], 2017
	Number of Warrants:	[·]	 



 


THIS CERTIFIES THAT, for value
received, [·] of [·]
(the “Holder”), being the registered holder of this [●] non-transferrable broker warrants
(the “Broker Warrants”), is entitled, at any time prior to 5:00 p.m. (Toronto time) on the Expiry Day (as
defined below) to subscribe for and purchase the number of common shares (the “Common Shares”) of NioCorp
Developments Ltd. (the “Company”) set forth above on the basis of one Common Share at a price of $0.65
(the “Exercise Price”) for each Broker Warrant exercised, subject to adjustment as set out herein, by
surrendering to the Company at its principal office, 7000 South Yosemite Street, Suite 115, Centennial, CO 80112, this Broker
Warrant certificate (the “Broker Warrant Certificate”), with a completed and executed Subscription
Form (as defined herein), and payment in full for the Common Shares being purchased.


 


The Company shall treat
the Holder as the absolute owner of this Broker Warrant for all purposes and the Company shall not be affected by any notice or
knowledge to the contrary. The Holder shall be entitled to the rights evidenced by this Broker Warrant free from all equities and
rights of set-off or counterclaim between the Company and the original or any intermediate holder and all persons may act accordingly
and the receipt by the Holder of the Common Shares issuable upon exercise hereof shall be a good discharge to the Company and the
Company shall not be bound to inquire into the title of any such Holder.


 


		1.	Definitions: In this Broker Warrant Certificate, unless there is something in the
subject matter or context inconsistent therewith, the following expressions shall have the following meanings namely:



 


		(a)	“Adjustment Period” means the period commencing on the date hereof and ending
at the Expiry Time;



 


		(b)	“Broker Warrant Certificate” means this Broker Warrant certificate;



 


		(c)	“Broker Warrant” means a non-transferable broker warrant exercisable to purchase
one Common Share at the Exercise Price until the Expiry Time;



 


		(d)	“Business Day” means any day other than a Saturday, Sunday, legal holiday or
a day on which banking institutions are closed in Toronto, Ontario or Vancouver, British Columbia;



 


		(e)	“Common Share” means the common shares in the capital of the Company.



 


		(f)	“Company” means NioCorp Developments Ltd., a company incorporated under the
laws of British Columbia and its successors and assigns;



 




     


     


    

 


		(g)	“Current Market Price” of a Common Share at any date means the price per share
equal to the volume weighted average price at which the Common Shares have traded
on the TSX or, if the Common Shares are not listed on the TSX, on any other stock exchange on which such shares are then listed
as may be selected by the directors of the Company, for the five Trading Days ending three Trading Days prior to the relevant date
or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market with the volume weighted average
price per Common Share being determined by dividing the aggregate sale price of all Common Shares sold on the said exchange or
market, as the case may be, during the said five Trading Days by the aggregate number of Common Shares so sold or, if the Common
Shares are not listed or quoted on any stock exchange or over-the-counter market, such price as may be determined by such firm
of independent charted accountants as may be selected by the directors of the Company;



 


		(h)	“Dividends Paid in the Ordinary Course” means dividends paid in any financial
year of the Company, whether in (i) cash; (ii) shares of the Company; (iii) warrants or similar rights to purchase any shares of
the Company or property or other assets of the Company provided that the value of such dividends does not in such financial year
exceed the greater of:



 


		(i)	150% of the aggregate amount of dividends paid by the Company on the Common Shares in the 12-month
period ending immediately prior to the first day of such financial year; and



 


		(ii)	100% of the consolidated net earnings from continuing operations of the Company, before any extraordinary
items, for the 12-month period ending immediately prior to the first day of such financial year (such consolidated net earnings
from continuing operations to be computed in accordance with generally accepted accounting principles in Canada);



 


		(i)	“Exercise Price” means $0.65 per Common Share, subject to adjustment in accordance
with Section 10 hereof;



 


		(j)	“Expiry Day” means [●];



 


		(k)	“Expiry Time” means 5:00 p.m. (Toronto time), on the Expiry Day;



 


		(l)	“Holder” shall have the meaning ascribed thereto on the face page hereof;



 


		(m)	“person” means an individual, corporation,
partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator,
or other legal representative;



 


		(n)	“Rights Offering” has the meaning set out in Section 10(b)(ii) in this Broker
Warrant Certificate;



 


		(o)	“Subscription Form” means the subscription form annexed to this Broker Warrant
Certificate;



 


		(p)	“TSX” means the Toronto Stock Exchange;



 




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		(q)	“Trading Day” with respect to a stock exchange, market or over-the-counter market
means a day on which such stock exchange or over-the-counter market is open for business;



 


		(r)	“United States” means the United States of America, its territories and possessions,
any state of the United States, and the District of Columbia;



 


		(s)	“U.S. Person” means U.S. person as that term is defined in Regulation S under
the U.S. Securities Act;



 


		(t)	“U.S. Securities Act” means the United States Securities Act of 1933, as amended;
and



 


		(u)	“$” means Canadian Dollars.



 


		2.	Expiry Time: At the Expiry Time, all rights under the Broker Warrants evidenced hereby,
in respect of which the right of subscription and purchase herein provided for shall not theretofore have been exercised, shall
expire and be void and of no further force and effect.



 


		3.	Exercise Procedure:



 


		(a)	The Holder may exercise the right to subscribe and purchase the number of Common Shares herein
provided, by delivering to the Company prior to the Expiry Time at its principal office this Broker Warrant Certificate, with the
Subscription Form duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument
in writing in form and manner satisfactory to the Company, together with a certified cheque or bank draft payable to or to the
order of the Company in an amount equal to the aggregate Exercise Price in respect of the Broker Warrants so exercised. Any Broker
Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Company at its principal
office set forth herein in the manner provided in Section 24 hereof (or to such other address as the Company may notify the Holder).



 


		(b)	Upon such delivery and payment as aforesaid, the Company shall cause to be issued to the Holder
hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Broker Warrant
Certificate and the Holder hereof shall become a shareholder of the Company in respect of the Common Shares subscribed for with
effect from the date of such delivery and payment and shall be entitled to delivery of a certificate evidencing the Common Shares
and the Company shall cause such certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription
as soon as practicable, and in any event within five (5) Business Days of such delivery and payment.



 


		(c)	The Broker Warrants shall not be exercised by, or for the account or benefit of, any person in
the United States or any “U.S. person” (a “U.S. Person”) as defined in Rule 902(k) of Regulation
S under the U.S. Securities Act during any time that no registration statement under the U.S. Securities Act registering the Common
Shares issuable upon the exercise of the Broker Warrant evidenced hereby is effective, unless an exemption from the registration
requirements of the U.S. Securities Act is available and such holder provides evidence of the availability of such exemption satisfactory
to the Company.



 




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		4.	Partial Exercise: The Holder may subscribe for and purchase a number of Common Shares
less than the maximum number the Holder is entitled to purchase pursuant to the full exercise of this Broker Warrant Certificate.
In the event of any such subscription prior to the Expiry Time, the Holder shall be entitled to receive, without charge, a new
Broker Warrant Certificate in respect of the balance of the Common Shares which the Holder was entitled to subscribe for pursuant
to this Broker Warrant Certificate and which were then not purchased.



 


		5.	No Fractional Shares: Notwithstanding any adjustments provided for in Section 10
hereof or otherwise, the Company shall not be required upon the exercise of any Broker Warrants to issue fractional Common Shares
in satisfaction of its obligations hereunder and, in any such case, the number of Common Shares issuable upon the exercise of any
Broker Warrants shall be rounded down to the nearest whole number. The Company shall not be required to make any payment to the
Holder who, absent this Section 5 hereof, would otherwise have been entitled to receive a fractional Common Share.



 


		6.	Limitation on Transfer:  The Broker Warrants are non-transferable and non-assignable.



 


		7.	Not a Shareholder: Nothing in this Broker Warrant Certificate or in the holding of
a Broker Warrant evidenced hereby shall be construed as conferring upon the Holder any right or interest whatsoever as a shareholder
of the Company or any other right or interest except as herein expressly provided.



 


		8.	No Obligation to Purchase: Nothing herein contained or done pursuant hereto shall
obligate the Holder to subscribe for or the Company to issue any shares except those shares in respect of which the Holder shall
have exercised its right to purchase hereunder in the manner provided herein.



 


		9.	Covenants:



 


		(a)	The Company covenants and agrees that so long as any Broker Warrants evidenced hereby remain outstanding,
it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy
the right of purchase herein provided for, it will cause the Common Shares subscribed for and purchased in the manner herein provided
to be issued and delivered as directed and such Common Shares shall be issued as fully paid and non-assessable Common Shares and
free from all taxes, liens and charges with respect to the issue thereof and the holders thereof shall not be liable to the Company
or to its creditors in respect thereof.



 


		(b)	The Company covenants and agrees that until the Expiry Time, while the Broker Warrants (or remaining
portion thereof) shall be outstanding, the Company shall use its best efforts to preserve and maintain its corporate existence,
to carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, to remain
listed on the TSX, maintain its status as a “reporting issuer” not in default of the requirements of the applicable
securities laws in the Canadian jurisdictions in which the Company is currently a reporting issuer, provided that this covenant
shall not prevent the Company from completing any transaction which would result in the Company to cease its corporate existence,
cease to be listed on the TSX or cease to be a reporting issuer, respectively, so long as the holders of the Common Shares receive
securities of an entity which is listed on a stock exchange in Canada or cash or the holders of the Common Shares have approved
the transaction in accordance with the requirements of applicable corporate laws and the policies of the TSX.



 


		(c)	The Company shall use its best efforts to ensure the Common Shares are listed and posted for trading
on the TSX or such other stock exchange or over-the-counter market as the Common Shares may be listed or quoted (as the case may
be) at the time of exercise of the Broker Warrants. In addition, the Company shall make all requisite filings under applicable
securities legislation necessary to remain a reporting issuer not in default.



 




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		(d)	If the issuance of the Common Shares upon the exercise of the Broker Warrants requires any filing
or registration with or approval of any securities regulatory authority or other governmental authority or compliance with any
other requirement under any law before such Common Shares may be validly issued (other than the filing of a prospectus or similar
disclosure document), the Company and the Holder agree to take such actions as may be necessary to secure such filing, registration,
approval or compliance, as the case may be.



 


		(e)	The Company will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged
and delivered, all other acts, deeds and assurances in law as may be reasonably required for the better accomplishing and effecting
of the intentions and provisions of this Broker Warrant Certificate.



 


		10.	Adjustments: 



 


		(a)	Adjustment: The rights of the holder of this Broker Warrant Certificate, including the number
of Common Shares issuable upon the exercise of such Broker Warrants evidenced hereunder, will be adjusted from time to time in
the events and in the manner provided in, and in accordance with the provisions of, this Section. The purpose and intent of the
adjustments provided for in this Section is to ensure that the rights and obligations of the Holder are neither diminished nor
enhanced as a result of any of the events set forth in paragraphs (b), (c) or (d) of this Section 10. Accordingly, the provisions
of this Section 10 shall be interpreted and applied in accordance with such purpose and intent.



 


		(b)	The Exercise Price in effect at any date will be subject to adjustment from time to time as follows:



 


		(i)	Share Reorganization: If and whenever at any time during the Adjustment Period, the Company
shall (A) subdivide, redivide or change the outstanding Common Shares into a greater number of Common Shares, (B) consolidate,
combine or reduce the outstanding Common Shares into a lesser number of Common Shares, or (C) fix a record date for the issue of
Common Shares or securities convertible into or exchangeable for Common Shares to all or substantially all of the holders of Common
Shares by way of a stock dividend or other distribution other than a Dividend Paid in the Ordinary Course, then, in each such event,
the Exercise Price shall, on the record date for such event or, if no record date is fixed, the effective date of such event, be
adjusted so that it will equal the rate determined by multiplying the Exercise Price in effect immediately prior to such date by
a fraction, of which the numerator shall be the total number of Common Shares outstanding on such date before giving effect to
such event, and of which the denominator shall be the total number of Common Shares outstanding on such date after giving effect
to such event (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the
number of Common Shares that would have been outstanding had such securities been fully exchanged for or converted into Common
Shares on such record date or effective date). Such adjustment shall be made successively whenever any such event shall occur.
Any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for such stock
dividend for the purpose of calculating the number of outstanding Common Shares under paragraphs 10(b)(i) and (ii) hereof.



 




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		(ii)	Rights Offering: If and whenever at any time during the Adjustment Period, the Company shall
fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Common Shares entitling
the holders thereof, within a period expiring not more than 45 days after the record date for such issue, to subscribe for or purchase
Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or
exchange price per share) less than 95% of the Current Market Price on such record date (each such event, a “Rights Offering”),
then the Exercise Price shall be adjusted immediately after such record date so that it will equal the rate determined by multiplying
the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares
outstanding on such record date plus the number of Common Shares equal to the number arrived at by dividing the aggregate price
of the total number of additional Common Shares so offered for subscription or purchase (or the aggregate conversion or exchange
price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall
be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares so offered
for subscription or purchase (or into or for which the convertible or exchangeable securities so offered are convertible or exchangeable).
Any Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding
for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed, provided
that if two or more such record dates referred to in this subsection 10(b)(ii) are fixed within a period of 25 Trading Days, such
adjustment will be made successively as if each of such record dates occurred on the earliest of such record dates. To the extent
that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted
to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable
for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.



 


		(iii)	Distribution: If and whenever at any time during the Adjustment Period, the Company shall
fix a record date for the making of a distribution to all or substantially all of the holders of Common Shares of (A) shares of
any class other than Common Shares whether of the Company or any other corporation, (B) rights, options or warrants to acquire
Common Shares or securities exchangeable for or convertible into Common Shares or property or other assets of the Company (other
than a Rights Offering as described in Section 10(b)(ii)), (C) evidences of indebtedness, or (D) cash, securities or other property
or assets then, in each such case, provided that such distribution does not constitute a Dividend Paid in the Ordinary Course or
fall under clauses (i) or (ii) of this Section 10 above, the Exercise Price will be adjusted immediately after such record date
so that it will equal the rate determined by multiplying the Exercise Price in effect on such record date by a fraction, of which
the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price
on the earlier of such record date and the date on which the Company announces its intention to make such distribution, less the
aggregate fair market value (as determined by the directors, acting reasonably, at the time such distribution is authorized, and
subject to TSX acceptance) of such shares or rights, options or warrants or evidences of indebtedness or cash, securities or other
property or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such
record date multiplied by such Current Market Price. Any Common Shares owned by or held for the account of the Company or any subsidiary
of the Company shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively
whenever such a record date is fixed, provided that if two or more such record dates or record dates referred to in this subsection
10(b)(iii) are fixed within a period of 25 Trading Days, such adjustment will be made successively as if each of such record dates
occurred on the earliest of such record dates. To the extent that any such rights, options or warrants so distributed are not exercised
prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect
based upon such rights, options or warrants or evidences of indebtedness or cash, securities or other property or assets actually
distributed or based upon the number or amount of securities or the property or assets actually issued or distributed upon the
exercise of such rights, options or warrants, as the case may be.



 




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		(c)	Reclassifications: If and whenever at any time during the Adjustment Period, there is (A)
any reclassification of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares or any
other reorganization of the Company (other than as described in subsection 10(b) hereof), (B) any consolidation, amalgamation,
arrangement, merger or other form of business combination of the Company with or into any other corporation resulting in any reclassification
of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company,
or (C) any sale, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an
entirety to another corporation or entity, then, in each such event, the Holder of the Broker Warrants evidenced hereby which are
thereafter exercised shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which such Holder
was theretofore entitled upon such exercise, the kind and number or amount of shares or other securities or property which such
Holder would have been entitled to receive as a result of such event if, on the effective date thereof, such Holder had been the
registered holder of the number of Common Shares to which such Holder was theretofore entitled upon such exercise. If necessary
as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this subsection
with respect to the rights and interests thereafter of the Holder of this Broker Warrant Certificate to the end that the provisions
set forth in this subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in relation to
any shares or other securities or property thereafter deliverable upon the exercise of the Broker Warrants. Any such adjustments
will be made by and set forth in an instrument supplemental hereto approved by the directors, acting reasonably, and shall for
all purposes be conclusively deemed to be an appropriate adjustment. No reclassification in accordance with this subsection 10(c)
shall be completed unless all necessary steps shall have been taken so that the Holders of the Broker Warrants shall thereafter
be entitled to receive the number of Common Shares or other securities or property of the Company or of the continuing, successor
or purchasing person, as the case may be, under the reclassification, subject to adjustment thereafter in accordance with provisions
the same, as nearly as may be possible, as those contained in this Section 10.



 




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		(d)	If at any time during the Adjustment Period any adjustment or readjustment in the Exercise Price
shall occur pursuant to the provisions of subsection 10(b) or 10(c) of this Broker Warrant Certificate, then the number of
Common Shares purchasable upon the subsequent exercise of the Broker Warrants shall be simultaneously adjusted or readjusted, as
the case may be, by multiplying the number of Common Shares purchasable upon the exercise of the Broker Warrants immediately prior
to such adjustment or readjustment by a fraction which shall be the reciprocal of the fraction used in the adjustment or readjustment
of the Exercise Price.



 


		11.	Rules Regarding Calculation of Adjustment of Exercise Price:



 


		(a)	The adjustments provided for in Section 10 are cumulative and will, in the case of adjustments
to the Exercise Price, be computed to the nearest whole Common Share and will be made successively whenever an event referred to
therein occurs, subject to the following subsections of this Section 11.



 


		(b)	No adjustment in the Exercise Price is required to be made unless such adjustment would result
in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment
would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which, except
for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account
in any subsequent adjustments.



 


		(c)	No adjustment in the Exercise Price will be made in respect of any event described in Section 10,
other than the events referred to in subsection 10(c), if the Holder is entitled to participate in such event on the same terms,
mutatis mutandis, as if the Holder had exercised this Broker Warrant prior to or on the effective date or record date of
such event. Any participation by the Holder in a distribution, dividend, or other event referred to in Section 10 is subject to
the approval of the TSX.



 


		(d)	No adjustment in the Exercise Price will be made under Section 10 in respect of the issue from
time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who
exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend.




 


		(e)	If at any time a question or dispute arises with respect to adjustments provided for in Section
10, such question or dispute will be conclusively determined by such firm of independent chartered accountants as may be selected
by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error,
will be binding upon the Company and the Holder. The Company will provide such chartered accountant with access to all necessary
records of the Company.



 


		(f)	In case the Company after the date of issuance of this Broker Warrant Certificate takes any action
affecting the Common Shares, other than any action described in Section 10, which in the reasonable opinion of the board of directors
of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and
at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, as such
directors deem equitable, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the
directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting
the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to
make no adjustment in the circumstances.



 




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		(g)	If the Company sets a record date to determine the holders of the Common Shares for the purpose
of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before
the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement
its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will
be required by reason of the setting of such record date.



 


		(h)	In the absence of a resolution of the directors of the Company fixing a record date for any event
which would require any adjustment to the Broker Warrants, the Company will be deemed to have fixed as the record date therefor
the date on which the event is effected.



 


		(i)	As a condition precedent to the taking of any action which would require any adjustment to the
Common Shares issuable under the Broker Warrants, including the Exercise Price, the Company shall take any corporate action which
may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company
have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the
shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions
hereof.



 


		(j)	The Company will from time to time, immediately after the occurrence of any event which requires
an adjustment or readjustment as provided in Section 10, forthwith give notice to the Holder specifying the event requiring such
adjustment or readjustment and the results thereof, including the resulting Exercise Price.



 


		(k)	The Company covenants to and in favour of the Holder that so long as any Broker Warrants evidenced
hereby remain outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for
any event referred to in Section 10 whether or not such action would give rise to an adjustment in the Exercise Price or the number
and type of securities issuable upon the exercise of the Broker Warrants, and, in each case, such notice shall specify the particulars
of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify
in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such
notice shall be given not less than 14 days in each case prior to such applicable record date or effective date.



 


		(l)	In any case that an adjustment pursuant to Section 10 shall become effective immediately after
a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation
of such event, issuing to the Holder of this Broker Warrant Certificate, if exercised after such record date or effective date
and before the occurrence and consummation of such event, the additional Common Shares or other securities or property issuable
upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the
Holder an appropriate instrument evidencing the Holder’s right to receive such additional Common Shares or other securities
or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect
of such additional Common Shares or other securities or property declared in favour of the holders of record of Common Shares or
of such other securities or property on or after the Exercise Date or such later date as the Holder would, but for the provisions
of this subsection, have become the holder of record of such additional Common Shares or of such other securities or property.



 




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		(m)	On the happening of each and every such event set out in Section 10, the applicable provisions
of this Broker Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the
Company shall take all necessary action so as to comply with such provisions as so amended.



 


		12.	Consolidation and Amalgamation



 


		(a)	In the event that the Company enters into any transaction whereby all or substantially all of its
undertaking, property and assets would become the property of any other corporation (herein called a “successor corporation”)
whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale, disposition or otherwise,
the Company will ensure that contemporaneously with the consummation of such transaction the Company and the successor corporation
shall have executed such instruments and done such things as the Company, acting reasonably, considers necessary or advisable to
establish that upon the consummation of such transaction:



 


		i.	the successor corporation will have assumed all the covenants and obligations of the Company under
this Broker Warrant Certificate, and



 


		ii.	the Broker Warrants and the terms set forth in this Broker Warrant Certificate will be a valid
and binding obligation of the successor corporation entitling the Holder, as against the successor corporation, to all the rights
of the Holder under this Broker Warrant Certificate.



 


		(b)	Whenever the conditions of subsection 12(a) shall have been duly observed and performed the successor
corporation shall possess, and from time to time may exercise, each and every right and power of the Company under the Broker Warrants
in the name of the Company or otherwise and any act or proceeding by any provision hereof required to be done or performed by any
director or officer of the Company may be done and performed with like force and effect by the like directors or officers of the
successor corporation.



 


		13.	Representation and Warranty: The Company hereby represents and warrants with and
to the Holder that the Company is duly authorized and has all corporate and lawful power and authority to create and issue the
Broker Warrants evidenced hereby and the Common Shares issuable upon the exercise hereof and perform its obligations hereunder
and that this Broker Warrant Certificate represents a valid, legal and binding obligation of the Company enforceable in accordance
with its terms.



 


		14.	If Share Transfer Books Closed: The Company shall not be required to deliver certificates
for Common Shares while the share transfer books of the Company are properly closed, prior to any meeting of shareholders or for
the payment of dividends or for any other purpose and in the event of the surrender of any Broker Warrant in accordance with the
provisions hereof and the making of any subscription and payment for the Common Shares called for thereby during any such period
delivery of certificates for Common Shares may be postponed for a period not exceeding three (3) Business Days after the date of
the re-opening of said share transfer books provided that any such postponement of delivery of certificates shall be without prejudice
to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such certificates
for the Common Shares called for after the share transfer books shall have been re-opened.



 




    	 	10	 



     


    

 


		15.	Protection of Shareholders, Officers and Directors: Subject as herein provided, all
or any of the rights conferred upon the Holder may be enforced by the Holder by appropriate legal proceedings. No recourse under
or upon any obligation, covenant or agreement herein contained or in any of the Broker Warrants represented hereby shall be taken
against any shareholder, officer or director of the Company, either directly or through the Company, it being expressly agreed
and declared that the obligations under the Broker Warrants evidenced hereby, are solely corporate obligations of the Company and
that no personal liability whatever shall attach to or be incurred by the shareholders, officers, or directors of the Company or
any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby
expressly waived as a condition of and as a consideration for the issue of the Broker Warrants evidenced hereby.



 


		16.	Replacement Certificate: Upon receipt of evidence satisfactory to the Company of
loss, theft, destruction or mutilation of this Broker Warrant Certificate and, if requested by the Company, upon delivery of a
bond of indemnity satisfactory to the Company (or, in the case of mutilation, upon surrender of this Broker Warrant Certificate),
the Company will issue to the Holder a replacement certificate containing the same terms and conditions as this Broker Warrant
Certificate.



 


		17.	Governing Law: This Broker Warrant Certificate shall be governed by, and construed
in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein but the references to
such laws shall not, by conflict of laws, rules or otherwise, require the application of the law of any jurisdiction other than
the Province of British Columbia.



 


		18.	Severability: If any one or more of the provisions or parts thereof contained in
this Broker Warrant Certificate should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining
provisions or parts thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable
therefrom.



 


		19.	Amendments: Subject to the approval of the TSX, the provisions of these Broker Warrants
may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to
in writing by the Company and the Holder.



 


		20.	Headings: The headings of the articles, sections, subsections and clauses of this
Broker Warrant Certificate have been inserted for convenience and reference only and do not define, limit, alter or enlarge the
meaning of any provision of this Broker Warrant Certificate.



 


		21.	Numbering of Articles, etc.: Unless otherwise stated, a reference herein to a numbered
or lettered article, section, subsection, clause, subclause or schedule refers to the article, section, subsection, clause, subclause
or schedule bearing that number or letter in this Broker Warrant Certificate.



 


		22.	Gender: Whenever used in this Broker Warrant Certificate, words importing the singular
number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine gender.



 


		23.	Day not a Business Day: In the event that any day on or before which any action is
required to be taken hereunder is not a Business Day, then such action shall be required to be taken on or before the requisite
time on the next succeeding day that is a Business Day.



 


		24.	Binding Effect: This Broker Warrant Certificate and all of its provisions shall enure
to the benefit of the Holder, its successors, assigns and legal personal representatives and shall be binding upon the Company
and its successors.



 




    	 	11	 



     


    

 


		25.	Notice: Notice must be given by facsimile (in the case of notice to the Company),
prepaid same day courier, or hand delivery, and addressed as follows:



 


		(a)	If to the Holder at the latest address of the Holder as recorded on the books of the Company; and



 


		(b)	If to the Company at:



 


7000 South Yosemite Street

Suite 115

Centennial, CO 80112


 


Attention:            [●]

Facsimile No.:     [●]


 


Unless herein otherwise expressly provided,
a notice to be given hereunder will be deemed to be validly given on the: (i) same day if notice is sent during regular business
hours in the recipient’s jurisdiction, or (ii) the next Business Day if notice is sent outside of regular business hours
in the recipient’s jurisdiction or on a day that is not a Business Day.


 


		26.	Time of Essence: Time shall be of the essence hereof.



 


[Signature page follows.]


 




    	 	12	 



     


    

 


IN WITNESS WHEREOF
the Company has caused this Broker Warrant Certificate to be signed by its duly authorized officer as of this ____ day of
                                        , 20____.


 


	 	NIOCORP DEVELOPMENTS LTD.
	 	 
	 	Per:	 
	 	 	 
	 	 	Authorized Signing Officer


 


Broker Warrant Certificate


 




     


     


    

 


SUBSCRIPTION FORM


 


Capitalized terms used herein have the meanings
ascribed thereto in the Broker Warrant Certificate (the “Broker Warrant Certificate”) to which this Subscription
Form is attached.


 


The undersigned holder of the attached Broker
Warrant Certificate hereby subscribes for _______________ common shares (the “Common Shares”) of NioCorp
Developments Ltd. (the “Company”) pursuant to the terms of the Broker Warrant Certificate at the Exercise Price
on the terms specified in the Broker Warrant Certificate and contemporaneously with the execution and delivery hereof makes payment
therefor on the terms specified in the Broker Warrant Certificate. If any Broker Warrants represented by this Broker Warrant Certificate
are not being exercised, a new Broker Warrant Certificate representing the unexercised Broker Warrants will be issued and delivered
with the certificate representing the Common Shares.


 


At any time when there is no effective registration
statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), registering
the Common Shares issuable upon exercise of the Broker Warrants to which this Subscription Form relates, the undersigned must comply
with the procedures set forth in the paragraph immediately below.


 


The undersigned hereby certifies that the undersigned
(i) is not (and is not exercising the Broker Warrants for the account or benefit of) a person in the “United States or a
“U.S. Person”, (ii) did not execute or deliver this Subscription Form in the United States and (iii) has in all other
aspects complied with the terms of Regulation S under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or any successor rule or regulation of the United States Securities and Exchange Commission in effect.
Alternatively, the undersigned is tendering with this Subscription Form a written opinion of counsel or other evidence, in form
and substance satisfactory to the Company, to the effect that the securities to be delivered upon exercise of the Broker Warrants
are exempt from registration under the U.S. Securities Act and all applicable state securities laws. The term “U.S. Person”
is as defined in Regulation S under the U.S. Securities Act and includes, but is not limited to, any natural person resident in
the United States and any partnership or corporation organized or incorporated under the laws of the United States. “United
States” means the United States of America, its territories and possessions, any state of the United States and the District
of Columbia.


 


The undersigned hereby directs that the Common
Shares be issued as follows:


 


	NAME(S) IN FULL	 	 	ADDRESS(ES)	 	 	 	NUMBER OF
 COMMON SHARES
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



 


DATED this                   
day of                                                     ,
20    .


 


	 	NAME:	 
	 	Signature of Authorized Representative:	 
	 	Print Name: