Exhibit 10.1


 


CREDIT FACILITY AGREEMENT


 


THIS AGREEMENT made effective as
of the 16th day of January, 2017 (the “Effective Date”).


 


BETWEEN:


 


NioCorp
Developments Ltd., a corporation incorporated under the laws of British Columbia with an office at 7000 South Yosemite
Street, Suite 115, Centennial, CO, USA 80112


 


(the “Borrower”)


 


OF THE FIRST PART


 


AND:


 


Mark
Smith, businessman of Highlands Ranch, CO, USA 80126


 


(the “Lender”)


 


OF THE SECOND PART


 


WHEREAS:


 


A.                     The
Borrower has requested the Lender provide and maintain a Credit Facility (as hereinafter defined) to the Borrower and the Lender
has agreed to do so on the terms and subject to the conditions of this Agreement; and


 


B.                      The
Borrower has agreed to repay all sums owing pursuant to the Credit Facility to the Lender on the terms and conditions set forth
in this Agreement.


 


NOW THEREFORE THIS AGREEMENT WITNESSES
that, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:


 


		1.	INTERPRETATION



 


		1.1.	Definitions



 


In this Agreement:


 


		(a)	“Business Day” has the meaning
given to that term in Subsection 2.5 of this Agreement;



 


		(b)	“Credit Facility” means the non-revolving
credit facility in the amount of up to $2,000,000 which will be made available by the Lender to the Borrower in accordance with
the terms hereof;



 


		(c)	“Drawdown” means the drawdown of funds
by the Borrower under the Credit Facility;



 




     


     


    

 


		(d)	“Drawdown Request” means a written request
for a Drawdown delivered by the Borrower to the Lender;



 


		(e)	“Due Date” has the meaning given
to that term in Subsection 2.4 of this Agreement;



 


		(f)	“Establishment Fee” means an cash payment
equal to 2.5% of the amount of any Drawdown, payable by the Borrower to the Lender in consideration of the advancement of such
Drawdown;



 


		(g)	“Event of Default” means any event specified
in Subsection 7.1 of this Agreement;



 


		(h)	“Lender’s Consent” means
the written response of the Lender to a Drawdown Request confirming the Lender’s intention to provide the amount specified
in the Drawdown Request in accordance with the provisions of Section 2 hereof, which man be arbitrarily withheld at the sole discretion
of the Lender.



 


		(i)	“Loan” means the advance by the Lender
to the Borrower of the Principal, together with interest thereupon as set out in Subsection 2.3 of this Agreement;



 


		(j)	“Principal” means the principal amount
advanced under the Credit Facility that has not been repaid; and



 


		(k)	“Term” means a period commencing
on the Effective Date and expiring January 16, 2018.



 


		1.2.	Governing Law



 


This Agreement will be governed by and
construed in accordance with the laws of British Columbia and the parties attorn to the jurisdiction of the Courts of the Province
of British Columbia.


 


		1.3.	Severability



 


If any provision of this Agreement is determined
to be void or unenforceable in whole or in part, that provision will be deemed not to affect or impair the validity of any other
provision of this Agreement and the void or unenforceable provision will be severable from this Agreement.


 


		1.4.	Headings



 


The headings to the sections of this Agreement
are inserted for convenience only and will not affect the construction of this Agreement.


 


		1.5.	Cross References



 


Unless otherwise stated, a reference in
this Agreement to a numbered or lettered section or subsection refers to the section or subsection of each part bearing that number
or letter in this Agreement.


 




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		1.6.	Currency



 


All dollar amounts stated in this Agreement
mean lawful money of the United States of America.


 


		2.	AMOUNT AND TERMS OF LOAN



 


		2.1.	Advance of Future Sums



 


The Lender agrees, subject to Subsection
2.7, to make the Credit Facility available to the Borrower, and the Borrower hereby irrevocably authorizes and directs the Lender
to advance amounts requested by the Borrower under the Credit Facility to the Borrower, subject to the terms hereof.


 


		2.2.	Security



 


All amounts owing under the Credit Facility
will be secured pursuant a General Security Agreement granted by the Borrower to the Lender dated June 17th, 2015.


 


		2.3	Interest



 


The Borrower will pay interest to the Lender
on the amount of Principal outstanding and on overdue interest at a rate equal to 10% per annum, calculated monthly in arrears,
through to the date of repayment of the Loan. Interest on the Loan will be computed on the basis of a 360-day year comprised of
twelve 30-day months.


 


		2.4	Due Date of Loan



 


Any outstanding balance of the Loan, including
accrued interest, shall be immediately due and payable by the Borrower to the Lender on the earlier of:


 


		(a)	the expiry of the Term; or



 


		(b)	the occurrence of an Event of Default, as defined
in Section 7 hereof,



 


(the “Due Date”).


 


Any amount that is required to be paid
on a day that is not a Business Day will be payable on the next Business Day without adjustment for interest thereon. A “Business
Day” means any day except Saturday, Sunday, or a day that is a statutory holiday in Colorado, USA.


 


		2.5	Application of Payments



 


All payments under the Loan will be applied
first in payment of interest accrued to the date of payment and secondly in payment of outstanding amounts of Principal. The Borrower
may prepay any or all amounts outstanding under the Loan (including for greater certainty any interest or fees owing from the Borrower
to the Lender pursuant hereto) at any time without providing notice and without incurring any penalty or prepayment fee.


 




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		2.6	No Set-Off



 


All amounts payable by the Borrower under
this Agreement will be paid without set-off or counterclaim, and without any deductions or withholdings whatsoever.


 


2.7                     Drawdown
Procedure


 


Each Drawdown shall:


 


(a) be
in the minimum amount of $10,000;


 


(b) be
made on a Business Day;


 


(c) be
made prior to the Due Date;


 


(d) not
cause the total Principal advanced and interest on all such Principal to exceed $2,000,000; and


 


(e) be
payable by the Lender to the Borrower only upon


 


		a.	receipt by the Lender from the Borrower of:



 


		i.	a Drawdown Request, and



 


		ii.	the Establishment Fee in respect of such Drawdown; and



 


		b.	receipt by the Borrower from the Lender of the Lender’s
Consent, which may be arbitrarily withheld by the Lender in his absolute discretion.



 


Subject to receipt of each applicable Lender’s
Consent by the Borrower, each Drawdown shall be payable by the Lender to the Borrower fourteen (14) days following delivery by
the Lender to the Borrower of such Lender’s Consent.


 


		2.8	Recording



 


The Lender is hereby authorized to open
and maintain books of account and other books and records evidencing all advances under the Loan, interest accruing thereon, fees,
charges, and other amounts from time to time charged to the Borrower hereunder; and amounts from time to time owing, paid, or repaid
by the Borrower under this Agreement. All such books, accounts, and records will constitute prima facie evidence of the amount
owing by the Borrower under this Agreement; but the failure to make any entry or recording in such books, accounts, and records
will not limit or otherwise affect the obligations of the Borrower under this Agreement.


 


		3.	CONDITIONS PRECEDENT



 


3.1           The
obligations of the Lender under this Agreement are subject to the following conditions being satisfied on the Effective Date:


 


		(a)	the representations and warranties of the Borrower contained
in this Agreement being true and correct as at the Effective Date; and



 




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		(c)	any required approvals of this Agreement having been obtained.



 


3.2           The
obligations of the Borrower under this Agreement are subject to the following conditions being satisfied on the Effective Date:


 


		(a)	the representations and warranties of the Lender contained
in this Agreement being true and correct as at the Effective Date; and



 


		(b)	all required approvals of this Agreement having been obtained.



 


		4.	BORROWER’S REPRESENTATIONS AND WARRANTIES



 


		4.1.	The Borrower represents and warrants to the Lender that:



 


		(a)	it is a valid and subsisting corporation incorporated and
in good standing under the laws of British Columbia;



 


		(b)	the entering into of this Agreement and the transactions
contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to the Borrower,
or of any agreement, written or oral, to which the Borrower may be a party or by which it is or may be bound;



 


		(c)	the Borrower has duly signed and delivered this Agreement
and this Agreement constitutes a legal, valid, and binding agreement of the Borrower enforceable against the Borrower in accordance
with its terms; and



 


		(d)	the Borrower has the necessary power, capacity, right and
authority to enter into and deliver this Agreement and to perform its obligations hereunder.



 


4.2.         All
representations, warranties, covenants, and agreements made by the Borrower in this Agreement are deemed to have been relied on
by the Lender despite any prior or subsequent investigation by the Lender and will survive the advance of the Loan and continue
in full force and effect so long as any amount of the Loan remains outstanding and unpaid.


 


		5.	LENDER’S REPRESENTATIONS AND WARRANTIES



 


		5.1.	The Lender represents and warrants to the Borrower that:



 


		(a)	the entering into of this Agreement and the transactions
contemplated hereby will not result in the violation of any of the terms and provisions of any law applicable to the Lender, or
of any agreement, written or oral, to which the Lender may be a party or by which he is or may be bound;



 


		(b)	the Lender has duly signed and delivered this Agreement
and this Agreement constitutes a legal, valid, and binding agreement of the Lender enforceable against the Lender in accordance
with its terms; and



 


		(c)	the Lender has the necessary power, capacity, right and
authority to enter into and deliver this Agreement and to perform his obligations hereunder.



 




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5.2          All
representations, warranties, covenants, and agreements made by the Lender in this Agreement are deemed to have been relied on by
the Borrower despite any prior or subsequent investigation by the Borrower and will survive the advance of the Loan and continue
in full force and effect so long as any amount of the Loan remains outstanding and unpaid.


 


		6.	COVENANTS OF BORROWER



 


		6.1	The Borrower covenants and agrees that so long as any monies
are outstanding under the Loan, it will:



 


		(a)	repay, or cause to be repaid, the Loan and all other monies
required to be paid to the Lender in accordance with this Agreement; and



 


		(b)	duly observe and perform all covenants and agreements set
forth in this Agreement.



 


		7.	EVENTS OF DEFAULT AND REMEDIES



 


7.1          The
Principal amount of the Loan outstanding, plus all interest, costs and all other money owing to the Lender under this Agreement
shall immediately become payable upon demand by the Lender, unless otherwise waived in writing by the Lender, in any of the following
events (each an “Event of Default”):


 


		(a)	if the Borrower shall default in any payment of Principal, 
interest or other amount when the same is required hereunder and such default has continued for a period of seven (7) days after
notice in writing has been given by the Lender to the Borrower specifying such default;



 


		(b)	if the Borrower shall become insolvent or shall make a
general assignment for the benefit of its creditors, or if an order be made or an effective resolution be passed for the winding-up,
merger or amalgamation of the Borrower or if the Borrower shall be declared bankrupt or if a custodian or receiver be appointed
for the Borrower under the Bankruptcy and Insolvency Act (Canada), or if a compromise or arrangement is proposed by the
Borrower to its creditors or any class of its creditors, or if a receiver or other officer with like powers shall be appointed
for the Borrower; or



 


		(c)	if the Borrower defaults in observing or performing any
other covenant or agreement of this Agreement on its part to be observed or performed and such default has continued for a period
of seven (7) days after notice in writing has been given by the Lender to the Borrower specifying such default.



 


7.2           The
remedies, rights and powers of the Lender under this Agreement and at law and in equity are cumulative and not alternative and
are not in substitution for any other remedies, rights or powers of the Lender and no delay or omission in exercise of any such
remedy, right or power will exhaust such remedies, rights or powers or be construed as a waiver of any of them.


 




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		8.	MISCELLANEOUS



 


		8.1	Waiver or Modification



 


No failure or delay on the Lender’s
part in exercising any power or right hereunder will operate as a waiver thereof nor will any single or partial exercise of that
right or power preclude any other right or power under this Agreement. No amendment, modification, or waiver of any condition of
this Agreement or consent to any departure by the Borrower therefrom will be effective unless it is in writing signed by the Lender.
No notice to or demand on the Borrower will entitle the Borrower to any other or further notice or demand in similar or other circumstances
unless specifically provided for in this Agreement.


 


		8.2	Amendments



 


The parties may not amend this Agreement
except by document in writing signed by both parties.


 


		8.3	Further Documents



 


The parties will sign any other documents
and do any other things necessary to carry out the intent of this Agreement.


 


		8.4	Assignment



 


Neither party may assign this Agreement or any interest herein
without the prior written consent of the other, which consent may be arbitrarily withheld.


 


		8.5	Time of the Essence



 


Time is of the essence of this Agreement.


 


		8.7	Other Remedies



 


Nothing in this Agreement will prejudice
or impair any other right or remedy that the Lender may otherwise have regarding the Loan or any rights or remedies it may have
regarding other loans that the Lender may make to the Borrower.


 


		8.8	Enurement



 


This Agreement will be binding on and enure
to the benefit of the Borrower, the Lender, and their respective heirs, executors, administrators, successors, and permitted assigns.


 


		8.9	Independent Legal Advice



 


The Lender acknowledges that Miller Thomson
LLP is the solicitor of the Borrower only and is not protecting the rights or interests of the Lender. The Lender acknowledges
and agrees that the Borrower and Miller Thomson LLP have given the Lender adequate opportunity to seek, and have recommended that
the Lender seek and obtain, independent legal advice with respect to the subject matter of this Agreement and for the purpose of
ensuring his rights and interests are protected. The Lender represents and warrants to the Borrower and to Miller Thomson LLP that
the Lender has sought independent legal advice or consciously chosen not to do so with full knowledge of the risks associated with
not obtaining such independent legal advice. The Lender acknowledges that he has read and understood this provision of this Agreement
and indicates so by signing this Agreement.


 




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IN WITNESS WHEREOF the parties have
signed this Agreement as of the date on page 1 of this Agreement.


 


	NIOCORP DEVELOPMENTS LTD.	 	 
	 	 	 	 
	Per:	 	 	 
	 	Authorized Signatory	 	 


 


	Signed, sealed and delivered by	)	 
	MARK SMITH in the presence of:	)	 
	 	)	 
	 Cathy J.Savoie	)	 
	Name	)	 
	 	)	 
	7000 S.Yosemite St, # 115	)	/s/ Mark Smith
	Address	)	MARK SMITH
	 	)	 
	Centennial, Co 80112	)	 
	 	)	 
	Office Manager	)	 
	Occupation	)	 


 




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