Exhibit 4.1


 


NIOCORP DEVELOPMENTS LTD.


 


as the Corporation


 


and


 


COMPUTERSHARE TRUST COMPANY OF CANADA


 


as the Warrant Agent


 





 






 


WARRANT INDENTURE


Providing for the Issue of Warrants


 


Dated
as of February 14, 2017


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page No.
	 	 	 
	Article 1
	INTERPRETATION
	 	 	 
	Section 1.1	Definitions.	2
	Section 1.2	Gender and Number.	6
	Section 1.3	Headings, Etc.	6
	Section 1.4	Day not a Business Day.	6
	Section 1.5	Time of the Essence.	6
	Section 1.6	Monetary References.	6
	Section 1.7	Applicable Law.	6
	 	 	 
	Article 2
	ISSUE OF WARRANTS
	 	 	 
	Section 2.1	Creation and Issue of Warrants.	7
	Section 2.2	Terms of Warrants.	7
	Section 2.3	Warrantholder not a Shareholder.	7
	Section 2.4	Warrants to Rank Pari Passu.	8
	Section 2.5	Form of Warrants, Certificated Warrants.	8
	Section 2.6	[Reserved]	8
	Section 2.7	Warrant Certificate.	8
	Section 2.8	Legends	10
	Section 2.9	Register of Warrants	12
	Section 2.10	Issue in Substitution for Warrant Certificates Lost, etc.	14
	Section 2.11	Exchange of Warrant Certificates.	14
	Section 2.12	Transfer and Ownership of Warrants.	15
	Section 2.13	Cancellation of Surrendered Warrants.	16
	 	 	 
	Article 3
	EXERCISE OF WARRANTS
	 	 	 
	Section 3.1	Right of Exercise.	16
	Section 3.2	Warrant Exercise.	16
	Section 3.3	Prohibition on Exercise; Legended Certificates	18
	Section 3.4	Transfer Fees and Taxes.	20
	Section 3.5	Warrant Agency.	21
	Section 3.6	Effect of Exercise of Warrant Certificates.	21
	Section 3.7	Partial Exercise of Warrants; Fractions.	22
	Section 3.8	Expiration of Warrants.	22
	Section 3.9	Accounting and Recording.	22
	Section 3.10	Securities Restrictions.	23


 




     


     


    

 


	Article 4
	ADJUSTMENT OF NUMBER OF COMMON
    SHARES AND EXERCISE PRICE
	 	 	 
	Section 4.1	Adjustment of Number of Common Shares and Exercise Price.	23
	Section 4.2	Entitlement to Common Shares on Exercise of Warrant.	28
	Section 4.3	No Adjustment for Certain Transactions.	29
	Section 4.4	Determination by Independent Firm.	29
	Section 4.5	Proceedings Prior to any Action Requiring Adjustment.	29
	Section 4.6	Certificate of Adjustment.	29
	Section 4.7	Notice of Special Matters.	30
	Section 4.8	No Action after Notice.	30
	Section 4.9	Other Action.	30
	Section 4.10	Protection of Warrant Agent.	30
	Section 4.11	Participation by Warrantholder.	31
	 	 	 
	Article 5
	RIGHTS OF THE CORPORATION AND COVENANTS
	 	 	 
	Section 5.1	Optional Purchases by the Corporation.	31
	Section 5.2	General Covenants.	32
	Section 5.3	Warrant Agent’s Remuneration and Expenses.	33
	Section 5.4	Performance of Covenants by Warrant Agent.	33
	Section 5.5	Enforceability of Warrants.	33
	 	 	 
	Article 6
	ENFORCEMENT
	 	 	 
	Section 6.1	Suits by Registered Warrantholders.	34
	Section 6.2	Suits by the Corporation.	34
	Section 6.3	Immunity of Shareholders, etc.	34
	Section 6.4	Waiver of Default.	34
	 	 	 
	Article 7
	MEETINGS OF REGISTERED WARRANTHOLDERS
	 	 	 
	Section 7.1	Right to Convene Meetings.	35
	Section 7.2	Notice.	35
	Section 7.3	Chairman.	35
	Section 7.4	Quorum.	36
	Section 7.5	Power to Adjourn.	36
	Section 7.6	Show of Hands.	36
	Section 7.7	Poll and Voting.	37
	Section 7.8	Regulations.	37
	Section 7.9	Corporation and Warrant Agent May be Represented.	37


 




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	Section 7.10	Powers Exercisable by Extraordinary Resolution.	38
	Section 7.11	Meaning of Extraordinary Resolution.	39
	Section 7.12	Powers Cumulative.	40
	Section 7.13	Minutes.	40
	Section 7.14	Instruments in Writing.	40
	Section 7.15	Binding Effect of Resolutions.	40
	Section 7.16	Holdings by Corporation Disregarded.	41
	 	 	 
	Article 8
	SUPPLEMENTAL INDENTURES
	 	 	 
	Section 8.1	Provision for Supplemental Indentures for Certain Purposes.	41
	Section 8.2	Successor Entities.	42
	 	 	 
	Article 9
	CONCERNING THE WARRANT Agent
	 	 	 
	Section 9.1	Trust Indenture Legislation.	43
	Section 9.2	Rights and Duties of Warrant Agent.	43
	Section 9.3	Evidence, Experts and Advisers.	44
	Section 9.4	Documents, Monies, etc. Held by Warrant Agent.	45
	Section 9.5	Actions by Warrant Agent to Protect Interest.	45
	Section 9.6	Warrant Agent Not Required to Give Security.	46
	Section 9.7	Protection of Warrant Agent.	46
	Section 9.8	Replacement of Warrant Agent; Successor by Merger.	47
	Section 9.9	Acceptance of Agency	48
	Section 9.10	Warrant Agent Not to be Appointed Receiver.	48
	Section 9.11	Warrant Agent Not Required to Give Notice of Default.	48
	Section 9.12	Anti-Money Laundering.	49
	Section 9.13	Compliance with Privacy Code.	49
	Section 9.14	Securities Exchange Commission Certification.	50
	 	 	 
	Article 10
	GENERAL
	 	 	 
	Section 10.1	Notice to the Corporation and the Warrant Agent.	50
	Section 10.2	Notice to Registered Warrantholders.	52
	Section 10.3	Ownership of Warrants.	52
	Section 10.4	Counterparts.	52
	Section 10.5	Satisfaction and Discharge of Indenture.	53
	Section 10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.	53
	Section 10.7	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.	53
	Section 10.8	Severability	54
	Section 10.9	Force Majeure	54
	Section 10.10	Assignment, Successors and Assigns	54
	Section 10.11	Rights of Rescission and Withdrawal for Holders	55


 




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SCHEDULES


 


SCHEDULE “A”


SCHEDULE “B”


EXERCISE FORM


SCHEDULE “C”


FORM OF U.S. PURCHASER CERTIFICATION
UPON EXERCISE OF WARRANTS


SCHEDULE “D”


FORM OF REGULATION S CERTIFICATION
UPON EXERCISE OF WARRANTS


 




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WARRANT INDENTURE


 


THIS WARRANT INDENTURE
is dated as of February 14, 2017.


 


BETWEEN: 


 


NIOCORP DEVELOPMENTS
LTD., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”),


 


- and -


 


COMPUTERSHARE TRUST
COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of
Canada (the “Warrant Agent”)


 


WHEREAS the
Corporation is proposing to issue up to 7,142,857 Warrants pursuant to this Indenture;


 


AND WHEREAS pursuant
to this Indenture, each Warrant shall, subject to adjustment, entitle the holder thereof to acquire one (1) Common Share upon payment
of the Exercise Price upon the terms and conditions herein set forth;


 


AND WHEREAS
all acts and deeds necessary have been done and performed to make the Warrants, when created and issued as provided in this Indenture,
legal, valid and binding upon the Corporation with the benefits and subject to the terms of this Indenture;


 


AND WHEREAS
the foregoing recitals are made as representations and statements of fact by the Corporation and not by the Warrant Agent;


 


NOW THEREFORE,
in consideration of the premises and mutual covenants hereinafter contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Corporation hereby appoints the Warrant Agent as warrant agent to hold the
rights, interests and benefits contained herein for and on behalf of those persons who from time to time become the holders of
Warrants issued pursuant to this Indenture and the parties hereto agree as follows:


 




     


     


    

 


Article 1

INTERPRETATION


 


		Section 1.1	Definitions.



 


In this Indenture,
including the recitals and schedules hereto, and in all indentures supplemental hereto:


 


“Adjustment Period”
means the period from the Effective Date up to and including the Expiry Time;


 


“Applicable Legislation”
means any statute of Canada or a province thereof, and the regulations under any such named or other statute, relating to warrant
indentures or to the rights, duties and obligations of warrant agents under warrant indentures, to the extent that such provisions
are at the time in force and applicable to this Indenture;


 


“Auditors” means the
firm of accountants appointed by the shareholders of the Company and serving as the auditors of the Company at the relevant time;


 


“Authenticated” means
(a) with respect to the issuance of a Warrant Certificate, one which has been duly signed by the Corporation and authenticated
by manual signature of an authorized officer of the Warrant Agent, (b) with respect to the issuance of an Uncertificated Warrant,
one in respect of which the Warrant Agent has completed all Internal Procedures such that the particulars of such Uncertificated
Warrant as required by Section 2.7 are entered in the register of holders of Warrants, “Authenticate”, “Authenticating”
and “Authentication” have the appropriate correlative meanings;


 


“Business Day” means
any day other than Saturday, Sunday or a statutory or civic holiday, or any other day on which banks are not open for business
in the City of Vancouver, British Columbia, and shall
be a day on which the TSX is open for trading;


 


“Certificated Warrant”
means a Warrant evidenced by a writing or writings substantially in the form of Schedule “A”, attached hereto;


 


“Common Shares” means,
subject to Article 4, fully paid and non-assessable common shares of the Corporation as presently constituted;


 


“Counsel” means a barrister
and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which
may or may not be counsel for the Corporation;


 




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“Current Market Price”
of the Common Shares at any date means the weighted average of the trading price per Common Share for such Common Shares for each
day there was a closing price for the twenty (20) consecutive Trading Days ending five (5) Trading Days prior to such date on the
TSX or if on such date the Common Shares are not listed on the TSX, on such stock exchange upon which such Common Shares are listed
and as selected by the directors, or, if such Common Shares are not listed on any stock exchange then on such over-the-counter
market as may be selected for such purpose by the directors of the Corporation;


 


“Dividends” means any
dividends paid by the Corporation;


 


“DRS” means the Direct
Registration System maintained by the Warrant Agent, in the case of the Warrants, or the Transfer Agent, in the case of Common
Shares;


 


“DRS Advice Slip” means
the notification produced by the DRS system evidencing ownership of Warrants or Common Shares, as the case may be;


 


“Effective Date” means
the date of this Indenture;


 


“Exchange Rate” means
the number of Common Shares subject to the right of purchase under each Warrant;


 


“Exercise Date” means,
in relation to a Warrant, the Business Day on which such Warrant is validly exercised or deemed to be validly exercised in accordance
with Article 3 hereof;


 


“Exercise Notice” has
the meaning set forth in Section 3.2(1);


 


“Exercise Price” at
any time means the price at which a whole Common Share may be purchased by the exercise of a whole Warrant, which is initially
$0.85 per Common Share, payable in immediately available Canadian funds, subject to adjustment in accordance with the provisions
of Section 4.1;


 


“Expiry Date” means
three (3) years from the Issue Date;


 


“Expiry Time” means
4:59 p.m. (Vancouver time) on the Expiry Date;


 


“Extraordinary Resolution”
has the meaning set forth in 7.11(1);


 


“Internal Procedures”
means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register
at any time (including without limitation, original issuance or registration of transfer of ownership) the minimum number of the
Warrant Agent’s internal procedures customary at such time for the entry, change or deletion made to be complete under the
operating procedures followed at the time by the Warrant Agent, it being understood that neither preparation and issuance shall
constitute part of such procedures for any purpose of this definition;


 




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“Issue Date” means the
date of issue of Warrants as per written order of the Corporation;


 


“person” means an individual,
body corporate, partnership, trust, warrant agent, executor, administrator, legal representative or any unincorporated organization;


 


“register” means the
one set of records and accounts maintained by the Warrant Agent pursuant to Section 2.9:


 


“Registered Warrantholders”
means the persons who are registered owners of Warrants as such names appear on the register, and for greater certainty, shall
include the holders of Uncertificated Warrants appearing on the register of the Warrant Agent;


 


“Regulation D” means
Regulation D as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;


 


“Regulation S” means
Regulation S as promulgated by the United States Securities and Exchange Commission under the U.S. Securities Act;


 


“Regulation S Certificate”
means the Regulation S Certificate in substantially the form attached hereto as Schedule “D”;


 


“Shareholders” means
holders of Common Shares;


 


“Tax Act” means the
Income Tax Act (Canada) and the regulations thereunder;


 


“TSX” means Toronto
Stock Exchange;


 


“this Warrant Indenture”,
“this Indenture”, “this Agreement”, “hereto” “herein”,
“hereby”, “hereof” and similar expressions mean and refer to this Indenture and any indenture,
deed or instrument supplemental hereto; and the expressions “Article”, “Section”, “subsection”
and “paragraph” followed by a number, letter or both mean and refer to the specified article, section, subsection
or paragraph of this Indenture;


 


“Trading Day” means,
with respect to the TSX, a day on which such exchange is open for the transaction of business and with respect to another exchange
or an over-the-counter market means a day on which such exchange or market is open for the transaction of business;


 




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“Uncertificated Warrant”
means any Warrant which is not a Certificated Warrant, including but not limited to any Warrant held through DRS;


 


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


 


“U.S. Exchange Act”
means the United States Securities Exchange Act of 1934, as amended;


 


“U.S. Person” has the
meaning set forth in Rule 902(k) of Regulation S;


 


“U.S. Purchaser Letter”
means the U.S. Purchaser letter in substantially the form attached hereto as Schedule “C”;


 


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


 


“U.S. Warrantholder”
means any Warrantholder that is a U.S. Person, acquired Warrants in the United States or for the account or benefit of any U.S.
Person or Person in the United States, that was offered the Warrants while in the United States or executed and delivered the subscription
agreement pursuant to which the Warrants were purchased while in the United States;


 


“Warrants” means the
Common Share purchase warrants created by and authorized by and issuable under this Indenture, to be issued and countersigned hereunder
as a Certificated Warrant and /or Uncertificated Warrant evidenced by a DRS Advice Slip, entitling the holder or holders thereof
to purchase up to 7,142,857 Common Shares (subject to adjustment as herein provided) at the Exercise Price prior to the Expiry
Time and, where the context so requires, also means the warrants issued and Authenticated hereunder, whether by way of Warrant
Certificate or Uncertificated Warrant;


 


“Warrant Agency” means
the principal office of the Warrant Agent being 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9
or such other place as may be designated in accordance with Section 3.5;


 


“Warrant Agent” means
Computershare Trust Company of Canada, in its capacity as warrant agent of the Warrants, or its successors from time to time;


 


“Warrant Certificate”
means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Warrants that will
be evidenced by a certificate;


 


“Warrantholders”, or
“holders” without reference to Warrants, means the warrantholders;


 




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“Warrantholders’ Request”
means an instrument signed in one or more counterparts by Registered Warrantholders entitled to acquire in the aggregate not less
than 50% of the aggregate number of Common Shares which could be acquired pursuant to all Warrants then unexercised and outstanding,
requesting the Warrant Agent to take some action or proceeding specified therein; and “written order of the Corporation”,
“written request of the Corporation”, “written consent of the “Corporation” and “certificate
of the Corporation” mean, respectively, a written order, request, consent and certificate signed in the name of the Corporation
by any two duly authorized signatories of the Corporation and may consist of one or more instruments so executed.


 


		Section 1.2	Gender and Number.



 


Words importing the
singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa.


 


		Section 1.3	Headings, Etc.



 


The division of this
Indenture into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this Indenture or of the Warrants.


 


		Section 1.4	Day not a Business Day.



 


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


 


		Section 1.5	Time of the Essence.



 


Time shall be of the
essence of this Indenture.


 


		Section 1.6	Monetary References.



 


Whenever any amounts
of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed.


 


		Section 1.7	Applicable Law.



 


This Indenture, the
Warrants, the Warrant Certificates (including all documents relating thereto, which by common accord have been and will be drafted
in English) shall be construed in accordance with the laws of the Province of British Columbia, and the federal laws applicable
therein and shall be treated in all respects as British Columbia contracts. Each of the parties hereto, which shall include the
Warrantholders, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia with respect
to all matters arising out of this Indenture and the transactions contemplated herein.


 




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Article 2

ISSUE OF WARRANTS


 


		Section 2.1	Creation and Issue of Warrants.



 


A maximum of 7,142,857
Warrants (subject to adjustment as herein provided) are hereby created and authorized to be issued in accordance with the terms
and conditions hereof. By written order of the Corporation, the Warrant Agent shall deliver Warrants to Registered Warrantholders
and record the name of the Registered Warrantholders on the Warrant register.


 


		Section 2.2	Terms of Warrants.



 


		(1)	Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and
subject to adjustment in accordance with Section 4.1, each Warrant shall entitle each Warrantholder thereof, upon exercise at any
time after the Issue Date and prior to the Expiry Time, to acquire one (1) Common Share upon payment of the Exercise Price.



 


		(2)	No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only
be exercised in a sufficient number to acquire whole numbers of Common Shares.



 


		(3)	Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth
in this Indenture.



 


		(4)	The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price
therefor shall be adjusted upon the events and in the manner specified in Section 4.1.



 


		Section 2.3	Warrantholder not a Shareholder.



 


Except as may be specifically
provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall,
in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including,
but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings
of the Corporation, or the right to Dividends and other allocations.


 




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		Section 2.4	Warrants to Rank Pari Passu.



 


All Warrants shall
rank equally and without preference over each other, whatever may be the actual date of issue thereof.


 


		Section 2.5	Form of Warrants, Certificated Warrants.



 


		(1)	The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally
issued to pursuant to this Indenture will be evidenced in certificated form or, if uncertificated, by entry into a DRS system by
the Warrant Agent and issuance of a DRS Advice Slip. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate
(including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A”
hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with
the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued
in uncertificated form and evidenced by a DRS Advise Slip shall contain the legends set forth in Section 2.8.



 


		Section 2.6	[Reserved]



 


		Section 2.7	Warrant Certificate.



 


		(1)	For Warrants issued in certificated form, the form of certificate representing Warrants shall be
substantially as set out in Schedule “A” hereto or such other form as is authorized from time to time by the Warrant
Agent. Each Warrant Certificate shall be Authenticated manually on behalf of the Warrant Agent. Each Warrant Certificate shall
be signed by any two duly authorized signatories of the Corporation; whose signature shall appear on the Warrant Certificate and
may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid
and binding upon the Corporation as if it had been signed manually. Any Warrant Certificate which has two signatures as hereinbefore
provided shall be valid notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically
reproduced no longer holds office at the date of issuance of such certificate. The Warrant Certificates may be engraved, printed
or lithographed, or partly in one form and partly in another, as the Warrant Agent may determine.



 




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		(2)	The Warrant Agent shall Authenticate Uncertificated Warrants (whether upon original issuance, exchange,
registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby
acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Warrants under this Indenture.
Such Authentication shall be conclusive evidence that such Uncertificated Warrant has been duly issued hereunder and that the holder
or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters
relating to Uncertificated Warrants with respect to which this Indenture requires the Warrant Agent to maintain records or accounts.
In case of differences between the register at any time and any other time the register at the later time shall be controlling,
absent manifest error and such Uncertificated Warrants are binding on the Corporation.



 


		(3)	Any Warrant Certificate validly issued in accordance with the terms of this Indenture in effect
at the time of issue of such Warrant Certificate shall, subject to the terms of this Indenture and applicable law, validly entitle
the holder to acquire Common Shares, notwithstanding that the form of such Warrant Certificate may not be in the form currently
required by this Indenture.



 


		(4)	No Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder
thereof to the benefits of this Indenture, until it has been Authenticated by the Warrant Agent. Authentication by the Warrant
Agent, including by way of entry on the register, shall not be construed as a representation or warranty by the Warrant Agent as
to the validity of this Indenture or of such Warrant Certificates or Uncertificated Warrants (except the due Authentication thereof)
or as to the performance by the Corporation of its obligations under this Indenture and the Warrant Agent shall in no respect be
liable or answerable for the use made of the Warrants or any of them or of the consideration thereof. Authentication by the Warrant
Agent shall be conclusive evidence as against the Corporation that the Warrants so Authenticated have been duly issued hereunder
and that the holder thereof is entitled to the benefits of this Indenture.



 


		(5)	No Certificated Warrant shall be considered issued and Authenticated or, if Authenticated, shall
be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated by manual
signature by or on behalf of the Warrant Agent substantially in the form of the Warrant set out in Schedule “A” hereto.
Such Authentication on any such Certificated Warrant shall be conclusive evidence that such Certificated Warrant is duly Authenticated
and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Indenture.



 




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		(6)	No Uncertificated Warrant shall be considered
issued and shall be obligatory or shall entitle the holder thereof to the benefits of this Indenture, until it has been Authenticated
by entry on the register of the particulars of the Uncertificated Warrant. Such entry on the register of the particulars of an
Uncertificated Warrant shall be conclusive evidence that such Uncertificated Warrant is a valid and binding obligation of the Corporation
and that the holder is entitled to the benefits of this Indenture.



 


		(7)	The Authentication by the Warrant Agent of any Warrants whether by way of entry on the register
or otherwise shall not be construed as a representation or warranty by the Warrant Agent as to the validity of the Indenture or
such Warrants (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this
Indenture and the Warrant Agent shall in no respect be liable or answerable for the use made of the Warrants or any of them or
the proceeds thereof.



 


		Section 2.8	Legends.



 


		(1)	Neither the Warrants nor the Common Shares issuable upon exercise of the Warrants have been or
will be registered under the U.S. Securities Act or under any United States state securities laws. Each Warrant Certificate or
DRS Advice Slip originally issued and each Warrant Certificate or DRS Advice Slip issued in exchange therefor or in substitution
thereof shall bear or be deemed to bear the following legends or such variations thereof as the Corporation may prescribe from
time to time:



 


“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.


 




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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.”;


 


The Warrant Agent shall be entitled
to request any other documents that it may require in accordance with its internal policies for the removal of the legend set forth
above.


 


		(2)	Each Certificated Warrant or DRS Advice Slip originally issued and each Certificated Warrant or
DRS Advice Slip issued in exchange therefor or in substitution thereof prior to the date that is four months and a day after the
Issue Date shall in addition to the legend set forth in Section 2.8(1) above shall bear or be deemed to bear the following legend
or such variations thereof as the Corporation my prescribe from time to time:



 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER
THE ISSUE DATE].”


 


And, if applicable, the additional
legend:


 




    - 11 -


     


    

 


“WITHOUT PRIOR APPROVAL OF
THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES
OF THE TSX OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT THE DATE THAT IS FOUR MONTHS AND
A DAY AFTER THE ISSUE DATE].”


 


		(3)	Notwithstanding any other provisions of this Indenture, in processing and registering transfers
of Warrants, no duty or responsibility whatsoever shall rest upon the Warrant Agent to determine the compliance by any transferor
or transferee with the terms of the legend contained in subsections 2.8(1) or 2.8(2),
or with the relevant securities laws or regulations, including, without limitation, Regulation S, and the Warrant Agent
shall be entitled to assume that all transfers are legal and proper. The Corporation shall direct the Warrant Agent in writing
as to matters related to any applicable hold periods and applicable securities legislation and legending restrictions and requirements.
Notwithstanding any other provisions of this Indenture, on the issuance or transfer of any Warrants and Common Shares, no duty
or responsibility whatsoever shall rest upon the Warrant Agent, or transfer agent to determine or verify the compliance with any
applicable laws or regulatory requirements including, without limitation, Regulation S of the U.S. Securities Act, and the Warrant
Agent shall be entitled to assume that all transfers of Warrants and Common Shares issuable upon conversion thereof are permissible
pursuant to all applicable laws and regulatory requirements and the terms of this Indenture.



 


		(4)	The Warrant Agent may assume that the address on the register of the Warrantholder is the actual
address of the Warrantholder and is also determinative of the residence of such Warrantholder and the address of any transferee
to whom securities are transferred as shown on the transfer form is also determinative of the residence of such transferee.



 


		Section 2.9	Register of Warrants



 


		(1)	The Warrant Agent shall maintain records and accounts concerning the Warrants, whether certificated
or uncertificated, which shall contain the information called for below with respect to each Warrant, together with such other
information as may be required by law or as the Warrant Agent may elect to record. All such information shall be kept in one set
of accounts and records which the Warrant Agent shall designate (in such manner as shall permit it to be so identified as such
by an unaffiliated party) as the register of the holders of Warrants. The information to be entered for each account in the register
of Warrants at any time shall include (without limitation):



 




    - 12 -


     


    

 


		(a)	the name and address of the
holder of the Warrants, the date of Authentication thereof and the number of Warrants;



 


		(b)	whether such Warrant is a Certificated Warrant or an Uncertificated Warrant and, if a Warrant Certificate,
the unique number or code assigned to and imprinted thereupon and, if an Uncertificated Warrant, the unique number or code assigned
thereto if any;



 


		(c)	whether such Warrant has been cancelled; and



 


		(d)	a register of transfers in which all transfers of Warrants and the date and other particulars of
each transfer shall be entered.



 


The register
shall be available for inspection by the Corporation and or any Warrantholder during the Warrant Agent’s regular business
hours on a Business Day and upon payment to the Warrant Agent of its reasonable fees. Any Warrantholder exercising such right of
inspection shall first provide an affidavit in form satisfactory to the Corporation and the Warrant Agent stating the name and
address of the Warrantholder and agreeing not to use the information therein except in connection with an effort to call a meeting
of Warrantholders or to influence the voting of Warrantholders at any meeting of Warrantholders.


 


		(2)	Once an Uncertificated Warrant has been Authenticated, the information set forth in the register
with respect thereto at the time of Authentication may be altered, modified, amended, supplemented or otherwise changed only to
reflect exercise or proper instructions to the Warrant Agent from the holder as provided herein, except that the Warrant Agent
may act unilaterally to make purely administrative changes internal to the Warrant Agent and changes to correct errors. Each person
who becomes a holder of an Uncertificated Warrant, by his, her or its acquisition thereof shall be deemed to have irrevocably (i)
consented to the foregoing authority of the Warrant Agent to make such minor error corrections and (ii) agreed to pay to the Warrant
Agent, promptly upon written demand, the full amount of all loss and expense (including without limitation reasonable legal fees
of the Corporation and the Warrant Agent plus interest, at an appropriate then prevailing rate of interest to the Warrant Agent),
sustained by the Corporation or the Warrant Agent as a proximate result of such error if but only if and only to the extent that
such present or former holder realized any benefit as a result of such error and could reasonably have prevented, forestalled or
minimized such loss and expense by prompt reporting of the error or avoidance of accepting benefits thereof whether or not such
error is or should have been timely detected and corrected by the Warrant Agent; provided, that no person who is a bona fide purchaser
shall have any such obligation to the Corporation or to the Warrant Agent.



 




    - 13 -


     


    

 


		Section 2.10	Issue in Substitution for Warrant Certificates Lost, etc.



 


		(1)	If any Warrant Certificate becomes mutilated or is lost, destroyed or stolen, the Corporation,
subject to applicable law, shall issue and thereupon the Warrant Agent shall certify and deliver, a new Warrant Certificate of
like tenor, and bearing the same legend, if applicable, as the one mutilated, lost, destroyed or stolen in exchange for and in
place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of and in substitution for such lost, destroyed
or stolen Warrant Certificate, and the substituted Warrant Certificate shall be in a form approved by the Warrant Agent and the
Warrants evidenced thereby shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all
other Warrants issued or to be issued hereunder.



 


		(2)	The applicant for the issue of a new Warrant Certificate pursuant to this Section 2.10 shall bear
the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issuance thereof,
furnish to the Corporation and to the Warrant Agent such evidence of ownership and of the loss, destruction or theft of the Warrant
Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Warrant Agent, in their sole discretion,
and such applicant shall also be required to furnish an indemnity and surety bond in amount and form satisfactory to the Corporation
and the Warrant Agent, in their sole discretion, and shall pay the reasonable charges of the Corporation and the Warrant Agent
in connection therewith.



 


		Section 2.11	Exchange of Warrant Certificates.



 


		(1)	Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with
the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for
one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable,
as represented by the Warrant Certificate or Warrant Certificates so exchanged.



 


		(2)	Warrant Certificates may be exchanged only at the Warrant Agency or at any other place that is
designated by the Corporation with the approval of the Warrant Agent. Any Warrant Certificate from the holder (or such other instructions,
in form satisfactory to the Warrant Agent), tendered for exchange shall be surrendered to the Warrant Agency and cancelled by the
Warrant Agent.



 




    - 14 -


     


    

 


		(3)	Warrant Certificates exchanged for Warrant Certificates that bear the legend set forth in section
2.8(1) shall bear the same legend.



 


		Section 2.12	Transfer and Ownership of Warrants.



 


		(1)	The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency
by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory
to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency
the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in
Schedule A and (b) in the case of DRS Advice Slips, in accordance with procedures prescribed by the Warrant Agent, and (c) upon
compliance with:



 


		(i)	the conditions herein;



 


		(ii)	such reasonable requirements as the Warrant Agent may prescribe; and



 


		(iii)	all applicable securities legislation and requirements of regulatory authorities;



 


and such transfer shall be duly
noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee
of a Warrant Certificate, or, if the Warrants are in uncertificated form, the Warrant Agent shall deliver a DRS Advice Slip.


 


		(2)	If a Warrant Certificate tendered for transfer bears the legend set forth in Section 2.8(1) or
the uncertificated Warrants have the legend set forth in Section 2.8(1) associated with such Warrants, as evidenced by the DRS
Advise Slip and entry in the DRS system, the Warrant Agent shall not register such transfer unless the transferor has provided
the Warrant Agent with the Warrant Certificate and (A) the transfer is made to the Corporation or (B) the transferor provides an
opinion of counsel of recognized standing, reasonably satisfactory to the Corporation and the Warrant Agent that the transfer is
in compliance with applicable United States state securities laws and the U.S. Securities Act.



 


		(3)	Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder
shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon
the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the
Corporation and the Warrant Agent with respect to such Warrants and neither the Corporation nor the Warrant Agent shall be bound
to inquire into the title of any such holder.



 




    - 15 -


     


    

 


		Section 2.13	Cancellation of Surrendered Warrants.



 


All Warrant Certificates
surrendered pursuant to Article 3 shall be cancelled by the Warrant Agent and upon such circumstances all such Uncertificated Warrants
shall be deemed cancelled and so noted on the register by the Warrant Agent. Upon request by the Corporation, the Warrant Agent
shall furnish to the Corporation a cancellation certificate identifying the Warrant Certificates so cancelled, the number of Warrants
evidenced thereby, the number of Common Shares, if any, issued pursuant to such Warrants and the details of any Warrant Certificates
issued in substitution or exchange for such Warrant Certificates cancelled.


 


Article 3

EXERCISE OF WARRANTS


 


		Section 3.1	Right of Exercise.



 


Subject to the provisions
hereof, each Registered Warrantholder may exercise the right conferred on such holder to subscribe for and purchase one (1) Common
Share for each Warrant after the Issue Date and prior to the Expiry Time and in accordance with the conditions herein.


 


		Section 3.2	Warrant Exercise.



 


		(1)	Registered Warrantholders of Warrant Certificates who wish to exercise the Warrants held by them
in order to acquire Common Shares must complete the exercise form (the “Exercise Notice”) attached to the Warrant
Certificate(s) which form is attached hereto as Schedule “B” which may be amended by the Corporation with the consent
of the Warrant Agent, if such amendment does not, in the reasonable opinion of the Corporation and the Warrant Agent, which may
be based on the advice of Counsel, materially and adversely affect the rights, entitlements and interests of the Warrantholders,
and deliver such certificate(s), the executed Exercise Notice and a certified cheque, bank draft or money order payable to or to
the order of the Corporation for the aggregate Exercise Price to the Warrant Agent at the Warrant Agency. The Warrants represented
by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate, Exercise Notice and aggregate
Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant
Agent at the office referred to above.



 




    - 16 -


     


    

 


		(2)	In addition to completing the Exercise Form attached to the Warrant Certificate(s), a Warrantholder
who is a person outside of the United States, not a U.S. Person, a person not exercising for the account or benefit of a U.S. Person
or person in the United States, and person not requesting delivery of the Common Shares issuable upon exercise of the Warrants
in the United States must (a) provide a completed and executed Regulation S Certificate or (b) an opinion of counsel of recognised
standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent that the exercise is exempt from
the registration requirements of the U.S. Securities Act.



 


		(3)	In addition to completing the Exercise Form attached to the Warrant Certificate(s), a Warrantholder
who is a person in the United States, a U.S. Person, a person exercising for the account or benefit of a U.S. Person, or person
requesting delivery of the Common Shares issuable upon exercise of the Warrants in the United States must (a) provide a completed
and executed U.S. Purchaser Letter or (b) an opinion of counsel of recognised standing in form and substance reasonably satisfactory
to the Corporation and the Warrant Agent that the exercise is exempt from the registration requirements of applicable securities
laws of any state of the United States and the U.S. Securities Act; provided however that in the case of a Warrantholder
that is the original purchaser of Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription
agreement of the Corporation in connection with its purchase of Units pursuant to the private placement under which the Warrants
were issued, such Warrantholder will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection
with the due exercise of the Warrant at a time when the representations, warranties and covenants made by the Warrantholder in
the U.S. Accredited Investor Certificate remain true and correct in relation to the exercise of the Warrant and the Warrantholder
represents to the Corporation as such.



 


		(4)	A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect
of Warrants must complete the Exercise Notice, a Regulation S Certificate or opinion of counsel, if required by Section 3.2(2),
a U.S. Purchaser Letter or opinion of counsel, if required by Section 3.2(3) and deliver the Uncertificated Warrants, the executed
Exercise Notice, Regulation S Certificate, if required, U.S. Purchaser Letter, if required, opinion of counsel , if required, and
a certified cheque, bank draft or money order payable to or to the order of the Corporation for the aggregate Exercise Price to
the Warrant Agent at the Warrant Agency. The Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise
Notice, Regulation S Certificate, if required, U.S. Purchaser Letter, if required, opinion of counsel, if required, and the aggregate
Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant
Agent at the office referred to above.



 




    - 17 -


     


    

 


		(5)	Any exercise form or Exercise Notice referred to in this Section 3.2 shall be signed by the
Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder,
duly appointed by an instrument in writing satisfactory to the Warrant Agent.



 


		(6)	Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price
for Common Shares subscribed must be paid at the time of subscription and such Exercise Price and original Exercise Notice executed
by the Registered Warrantholder must be received by the Warrant Agent prior to the Expiry Time.



 


		(7)	Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Registered
Warrantholder, as applicable, who makes the certifications set forth on the Exercise Notice set out in Schedule B or as provided
herein.



 


		(8)	If the form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the
Corporation shall cause the amended Exercise Notice to be forwarded to all Registered Warrantholders.



 


		(9)	Exercise Notices must be delivered to the Warrant Agent at any time during the Warrant Agent’s
actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice received by the Warrant Agent after business
hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following
Business Day.



 


		Section 3.3	Prohibition on Exercise; Legended Certificates



 


		(1)	Subject to Section 3.3(2) below, (i) Warrants may not be exercised within the United States or
by or on behalf of any U.S. Person; and (ii) no Common Shares issued upon exercise of Warrants may be delivered to any address
in the United States. Subject to Section 3.3(3) below, Warrants may not be exercised outside of the United States by or behalf
of a non-U.S. Person.



 




    - 18 -


     


    

 


		(2)	Notwithstanding Section 3.3(1), Warrants may be exercised in the United States or by or on behalf
of a U.S. Person, and Common Shares issued upon exercise of any such Warrants may be delivered to an address in the United States,
provided that (a) the Person exercising the Warrants is an institutional "accredited investor" that satisfies one or
more of the criteria set forth in Rule 501(a)(1), (2), (3) or (7) of Regulation D and (b) delivers a completed and executed U.S.
Purchaser Letter or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion from counsel
of recognized standing which confirms that issuance of shares is in compliance with the applicable United States state securities
laws and the U.S. Securities Act; provided however that in the case of a Warrantholder that is the original purchaser of
the Warrants and who delivered the U.S. Accredited Investor Certificate attached to the subscription agreement of the Corporation
in connection with its purchase of Units pursuant to the private placement under which the Warrants were issued, such Warrantholder
will not be required to deliver a U.S. Purchaser Letter or an opinion of counsel in connection with the due exercise of the Warrant
at a time when the representations, warranties and covenants made by the Warrantholder in the U.S. Accredited Investor Certificate
remain true and correct in relation to the exercise of the Warrant and the Warrantholder represents to the Corporation as such.



 


		(3)	Notwithstanding Section 3.3(1), Warrants may be exercised outside the United States by or on behalf
of a non-U.S. Person, provided that the person exercising the Warrants delivers a completed and executed Regulation S Certificate
or provides in form and substance satisfactory to the Corporation and Warrant Agent a legal opinion from counsel of recognized
standing which confirms that issuance of shares is in compliance with the U.S. Securities Act.



 


		(4)	All certificates or DRS Advice Slips representing Common Shares issued upon the exercise of Warrants
shall bear the following legend:



 


“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 AND THE COMPANY’S TRANSFER AGENT AN OPINION
OF COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY AND THE COMPANY’S
TRANSFER AGENT 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.”


 




    - 19 -


     


    

 


		(5)	Certificates or DRS Advice Slips representing Common Shares issued upon the exercise of Warrant
Certificates (and issued in substitution or exchange therefor) prior to the date that is four months and one day after the Issue
Date shall bear the following legend:



 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER
THE ISSUE DATE].”


 


And, if applicable, the additional
legend as follows:


 


“WITHOUT PRIOR APPROVAL OF
THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE
SECURITIES ISSUABLE UPON EXERCISE THEREOF MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES
OF THE TSX OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [INSERT THE DATE THAT IS FOUR MONTHS AND
A DAY AFTER THE ISSUE DATE].”


 


		Section 3.4	Transfer Fees and Taxes.



 


If any of the Common
Shares subscribed for are to be issued to a person or persons other than the Registered Warrantholder, the Registered Warrantholder
shall execute the form of transfer and will comply with such reasonable requirements as the Warrant Agent may stipulate and will
pay to the Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Corporation
will not be required to issue or deliver certificates evidencing Common Shares unless or until such Warrantholder shall have paid
to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction
of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due.


 




    - 20 -


     


    

 


		Section 3.5	Warrant Agency.



 


To facilitate the exchange,
transfer or exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation
has appointed the Warrant Agency, as the agency at which Warrants may be surrendered for exchange or transfer or at which Warrants
may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate
or additional places as the Warrant Agency (subject to the Warrant Agent’s prior approval) and will give notice to the Warrant
Agent of any proposed change of the Warrant Agency. Branch registers shall also be kept at such other place or places, if any,
as the Corporation, with the approval of the Warrant Agent, may designate. The Warrant Agent will from time to time when requested
to do so by the Corporation or any Registered Warrantholder, upon payment of the Warrant Agent’s reasonable charges, furnish
a list of the names and addresses of Registered Warrantholders showing the number of Warrants held by each such Registered Warrantholder.


 


		Section 3.6	Effect of Exercise of Warrant Certificates.



 


		(1)	Upon the exercise of Warrants Certificates pursuant to and in compliance with Section 3.2
and subject to Section 3.3 and Section 3.4, the Common Shares to be issued pursuant to the Warrants exercised shall be deemed to
have been issued and the person or persons to whom such Common Shares are to be issued shall be deemed to have become the holder
or holders of such Common Shares within five Business Days of the Exercise Date unless the register shall be closed on such date,
in which case the Common Shares subscribed for shall be deemed to have been issued and such person or persons deemed to have become
the holder or holders of record of such Common Shares, on the date on which such register is reopened. It is hereby understood
that in order for persons to whom Common Shares are to be issued, to become holders of Common Shares on record on the Exercise
Date, beneficial holders must commence the exercise process sufficiently in advance so that the Warrant Agent is in receipt of
all items of exercise at least one Business Day prior to such Exercise Date.



 




    - 21 -


     


    

 


		(2)	Within five Business Days after the Exercise Date with respect to a Warrant, the Warrant Agent
shall use commercially reasonable efforts to cause to be delivered or mailed to the person or persons in whose name or names the
Warrant is registered or, if so specified in writing by the holder, cause to be delivered to such person or persons at the Warrant
Agency where the Warrant Certificate was surrendered, a certificate or certificates for the appropriate number of Common Shares
subscribed for.



 


		Section 3.7	Partial Exercise of Warrants; Fractions.



 


		(1)	The holder of any Warrants may exercise his right to acquire a number of whole Common Shares less
than the aggregate number which the holder is entitled to acquire. In the event of any exercise of a number of Warrants less than
the number which the holder is entitled to exercise, the holder of Warrants upon such exercise shall, in addition, be entitled
to receive, without charge therefor, a new Warrant Certificate(s), bearing the same legend, if applicable, or other appropriate
evidence of Warrants, in respect of the balance of the Warrants held by such holder and which were not then exercised.



 


		(2)	Notwithstanding anything herein contained including any adjustment provided for in Section 4.1,
the Corporation shall not be required, upon the exercise of any Warrants, to issue fractions of Common Shares. Warrants may only
be exercised in a sufficient number to acquire whole numbers of Common Shares.



 


		Section 3.8	Expiration of Warrants.



 


Immediately after the
Expiry Time, all rights under any Warrant in respect of which the right of acquisition provided for herein shall not have been
exercised shall cease and terminate and each Warrant shall be void and of no further force or effect.


 


		Section 3.9	Accounting and Recording.



 


		(1)	The Warrant Agent shall promptly account to the Corporation with respect to Warrants exercised,
and shall promptly forward to the Corporation (or into an account or accounts of the Corporation with the bank or trust company
designated by the Corporation for that purpose), all monies received by the Warrant Agent on the subscription of Common Shares
through the exercise of Warrants. All such monies and any securities or other instruments, from time to time received by the Warrant
Agent, shall be received in trust for, and shall be segregated and kept apart by the Warrant Agent, the Warrantholders and the
Corporation as their interests may appear.



 


		(2)	The Warrant Agent shall record the particulars of Warrants exercised, which particulars shall include
the names and addresses of the persons who become holders of Common Shares on exercise and the Exercise Date, in respect thereof.
The Warrant Agent shall provide such particulars in writing to the Corporation within five Business Days of any request by the
Corporation therefor.



 




    - 22 -


     


    

 


		Section 3.10	Securities Restrictions.



 


Notwithstanding anything
herein contained, Common Shares will be issued upon exercise of a Warrant only in compliance with the securities laws of any applicable
jurisdiction.


 


Article 4

ADJUSTMENT OF NUMBER OF COMMON SHARES

AND EXERCISE PRICE


 


		Section 4.1	Adjustment of Number of Common Shares and Exercise Price.



 


The subscription rights
in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time
to time as follows:


 


		(a)	if, at any time during the Adjustment Period, the Corporation shall:



 


		(i)	subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares;



 


		(ii)	reduce, combine or consolidate its outstanding Common Shares into a lesser number of Common Shares;
or



 


		(iii)	issue Common Shares or securities exchangeable for, or convertible into, Common Shares to all or
substantially all of the holders of Common Shares by way of stock dividend or other distribution (other than a distribution of
Common Shares upon the exercise of Warrants or any outstanding options);



 


(any of such
events in Section 4.1(a) (i), (ii) or (iii) being called a “Common Share Reorganization”) then the Exercise Price shall
be adjusted as of the effect on the effective date or record date of such subdivision, re-division, change, reduction, combination,
consolidation or distribution, as the case may be, shall in the case of the events referred to in (i) or (iii) above be decreased
in proportion to the number of outstanding Common Shares resulting from such subdivision, re-division, change or distribution,
or shall, in the case of the events referred to in (ii) above, be increased in proportion to the number of outstanding Common Shares
resulting from such reduction, combination or consolidation by multiplying the Exercise Price in effect immediately prior to such
effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective
date or record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of
Common Shares outstanding as of the effective date or record date after giving effect to such Common Shares Reorganization (including,
in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Share that
would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date or effective
date). Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Upon
any adjustment of the Exercise Price pursuant to Section 4.1(a), the Exchange Rate shall be contemporaneously adjusted by
multiplying the number of Common Shares theretofore obtainable on the exercise thereof by a fraction of which the numerator shall
be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting
from such adjustment;


 




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		(b)	if and whenever at any time during the Adjustment Period, the Corporation shall fix a record date
for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling
them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities
convertible or exchangeable into Common Shares) at a price per Common Share (or having a conversion or exchange price per Common
Share) less than 95% of the Current Market Price on such record date (a “Rights Offering”), the Exercise Price
shall be adjusted immediately after such record date so that it shall equal the amount 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 a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of
additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible
or exchangeable securities so offered) by the 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 offered for subscription or purchase or
into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or
held for the account of the Corporation 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; to the extent that no such rights or warrants are exercised prior
to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record
date had not been fixed or, if any such rights or warrants are exercised, to the Exercise Price which would then be in effect based
upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise
of such rights or warrants, as the case may be. Upon any adjustment of the Exercise Price pursuant to this Section 4.1(b),
the Exchange Rate will be adjusted immediately after such record date so that it will equal the rate determined by multiplying
the Exchange Rate in effect on such record date by a fraction, of which the numerator shall be the Exercise Price in effect immediately
prior to such adjustment and the denominator shall be the Exercise Price resulting from such adjustment. Such adjustment will 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 Section 4.1(b) 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;



 




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		(c)	if and whenever at any time during the Adjustment Period the Corporation shall fix a record date
for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities
of any class, whether of the Corporation or any other trust (other than Common Shares), (ii) rights, options or warrants to subscribe
for or purchase Common Shares (or other securities convertible into or exchangeable for Common Shares), other than pursuant to
a Rights Offering; (iii) evidences of its indebtedness or (iv) any property or other assets then, in each such case, the Exercise
Price shall be adjusted immediately after such record date so that it shall equal the price 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 such record date, less the excess, if any, of the fair market value
on such record date, as determined by the Corporation (whose determination shall be conclusive, subject to TSX acceptance), of
such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the
Corporation from the holders of the Common Shares, and of which the denominator shall be the total number of Common Shares outstanding
on such record date multiplied by the Current Market Price; and Common Shares owned by or held for the account of the Corporation
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; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the
Exercise Price which would then be in effect if such record date had not been fixed. Upon any adjustment of the Exercise Price
pursuant to this Section 4.1(c), the Exchange Rate will be adjusted immediately after such record date so that it will equal
the rate determined by multiplying the Exchange Rate in effect on such record date by a fraction, of which the numerator shall
be the Exercise Price in effect immediately prior to such adjustment and the denominator shall be the Exercise Price resulting
from such adjustment;



 




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		(d)	if and whenever at any time during the Adjustment Period, there is a reclassification of the Common
Shares or a capital reorganization of the Corporation other than as described in Section 4.1(a) or a consolidation, amalgamation,
arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or
conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate,
trust, partnership or other entity, any Registered Warrantholder who has not exercised its right of acquisition prior to the effective
date of such reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance,
upon the exercise of such right thereafter, shall be entitled to receive upon payment of the Exercise Price and shall accept, in
lieu of the number of Common Shares that prior to such effective date the Registered Warrantholder would have been entitled to
receive, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or
other entity resulting from such merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the
case may be, that such Registered Warrantholder would have been entitled to receive on such reclassification, capital reorganization,
consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the effective date thereof, as the case may be,
the Registered Warrantholder had been the registered holder of the number of Common Shares to which prior to such effective date
it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Warrant Agent, relying on advice
of Counsel, to give effect to or to evidence the provisions of this Section 4.1(d), the Corporation, its successor, or such
purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any
such reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into
an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with
respect to the rights and interests thereafter of the Registered Warrantholders to the end that the provisions set forth in this
Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other
securities or property to which a Registered Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any
indenture entered into between the Corporation and the Warrant Agent pursuant to the provisions of this Section 4.1(d) shall
be a supplemental indenture entered into pursuant to the provisions of Article 8 hereof. Any indenture entered into between the
Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Warrant
Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this
Section 4.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, consolidations,
mergers, sales or conveyances;



 




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		(e)	in any case in which this Section 4.1 shall require that an adjustment shall become effective
immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event,
issuing to the Registered Warrantholder of any Warrant exercised after the record date and prior to completion of such event the
additional Common Shares issuable by reason of the adjustment required by such event before giving effect to such adjustment; provided,
however, that the Corporation shall deliver to such Registered Warrantholder an appropriate instrument evidencing such Registered
Warrantholder’s right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment
and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common
Shares on and after the relevant date of exercise or such later date as such Registered Warrantholder would, but for the provisions
of this Section 4.1(e), have become the holder of record of such additional Common Shares pursuant to Section 4.1;



 


		(f)	in any case in which Section 4.1(a)(iii), Section 4.1(b) or Section 4.1(c) require
that an adjustment be made to the Exercise Price, no such adjustment shall be made if the Registered Warrantholders of the outstanding
Warrants receive, subject to any required stock exchange or regulatory approval, the rights or warrants referred to in Section 4.1(a)(iii),
Section 4.1(b) or the shares, rights, options, warrants, evidences of indebtedness or assets referred to in Section 4.1(c),
as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable
record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common
Shares at the Exercise Price in effect on the applicable record date or effective date, as the case may be;



 




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		(g)	the adjustments provided for in this Section 4.1 are cumulative, and shall, in the case of
adjustments to the Exercise Price be computed to the nearest whole cent and shall apply to successive subdivisions, re-divisions,
reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions
of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price
shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect;
provided, however, that any adjustments which by reason of this Section 4.1(g) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; and



 


		(h)	after any adjustment pursuant to this Section 4.1, the term “Common Shares”
where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment
and all prior adjustments pursuant to this Section 4.1, the Registered Warrantholder is entitled to receive upon the exercise
of his Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean
the number of Common Shares or other property or securities a Registered Warrantholder is entitled to receive, as a result of such
adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.



 


		Section 4.2	Entitlement to Common Shares on Exercise of Warrant.



 


All Common Shares or
shares of any class or other securities, which a Registered Warrantholder is at the time in question entitled to receive on the
exercise of its Warrant, whether or not as a result of adjustments made pursuant to this Article 4, shall, for the purposes of
the interpretation of this Indenture, be deemed to be Common Shares which such Registered Warrantholder is entitled to acquire
pursuant to such Warrant.


 




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		Section 4.3	No Adjustment for Certain Transactions.



 


Notwithstanding anything
in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares
is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase
plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation;
or (b) the satisfaction of existing instruments issued at the date hereof.


 


		Section 4.4	Determination by Independent Firm.



 


In the event of any
question arising with respect to the adjustments provided for in this Article 4 such question shall be conclusively determined
by an independent firm of chartered accountants other than the Auditors, who shall have access to all necessary records of the
Corporation, and such determination shall be binding upon the Corporation, the Warrant Agent, all holders and all other persons
interested therein.


 


		Section 4.5	Proceedings Prior to any Action Requiring Adjustment.



 


As a condition precedent
to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants,
including the number of Common Shares which are to be received upon the exercise thereof, the Corporation shall take any action
which may, in the opinion of Counsel, be necessary in order that the Corporation has unissued and reserved in its authorized capital
and may validly and legally issue as fully paid and non-assessable all the Common Shares which the holders of such Warrants are
entitled to receive on the full exercise thereof in accordance with the provisions hereof.


 


		Section 4.6	Certificate of Adjustment.



 


The Corporation shall
from time to time immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section
4.1, deliver a certificate of the Corporation to the Warrant Agent specifying the nature of the event requiring the same and the
amount of the adjustment or readjustment necessitated thereby and setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based, which certificate shall be supported by a certificate of the Corporation’s
Auditors verifying such calculation. The Warrant Agent shall rely, and shall be protected in so doing, upon the certificate of
the Corporation or of the Corporation’s Auditor and any other document filed by the Corporation pursuant to this Article
4 for all purposes.


 




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		Section 4.7	Notice of Special Matters.



 


The Corporation covenants
with the Warrant Agent that, so long as any Warrant remains outstanding, it will give notice to the Warrant Agent and to the Registered
Warrantholders of its intention to fix a record date that is prior to the Expiry Date for any matter for which an adjustment may
be required pursuant to Section 4.1 Such notice shall specify the particulars of such event and the record date for such event,
provided that the Corporation shall only be required to specify in the notice such particulars of the event as shall have been
fixed and determined on the date on which the notice is given. The notice shall be given in each case not less than 14 days prior
to such applicable record date. If notice has been given and the adjustment is not then determinable, the Corporation shall promptly,
after the adjustment is determinable, file with the Warrant Agent a computation of the adjustment and give notice to the Registered
Warrantholders of such adjustment computation.


 


		Section 4.8	No Action after Notice.



 


The Corporation covenants
with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive the Registered
Warrantholder of the opportunity to exercise its right of acquisition pursuant thereto during the period of 14 days after the giving
of the certificate or notices set forth in Section 4.6 and Section 4.7.


 


		Section 4.9	Other Action.



 


If the Corporation,
after the date hereof, shall take any action affecting the Common Shares other than action described in Section 4.1, which
in the reasonable opinion of the directors of the Corporation would materially affect the rights of Registered Warrantholders,
the Exercise Price and/or Exchange Rate, the number of Common Shares which may be acquired upon exercise of the Warrants shall
be adjusted in such manner and at such time, by action of the directors, acting reasonably and in good faith, in their sole discretion
as they may determine to be equitable to the Registered Warrantholders in the circumstances, provided that no such adjustment will
be made unless any requisite prior approval of any stock exchange on which the Common Shares are listed for trading has been obtained.


 


		Section 4.10	Protection of Warrant Agent.



 


The Warrant Agent shall
not:


 


		(a)	at any time be under any duty or responsibility to any Registered Warrantholder to determine whether
any facts exist which may require any adjustment contemplated by Section 4.1, or with respect to the nature or extent of any
such adjustment when made, or with respect to the method employed in making the same;



 




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		(b)	be accountable with respect to the validity or value (or the kind or amount) of any Common Shares
or of any other securities or property which may at any time be issued or delivered upon the exercise of the rights attaching to
any Warrant;



 


		(c)	be responsible for any failure of the Corporation to issue, transfer or deliver Common Shares or
certificates for the same upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any
of the covenants contained in this Article; and



 


		(d)	incur any liability or be in any way responsible for the consequences of any breach on the part
of the Corporation of any of the representations, warranties or covenants herein contained or of any acts of the directors, officers,
employees, agents or servants of the Corporation.



 


		Section 4.11	Participation by Warrantholder.



 


No adjustments shall
be made pursuant to this Article 4 if the Registered Warrantholders are entitled to participate in any event described in this
Article 4 on the same terms, mutatis mutandis, as if the Registered Warrantholders had exercised their Warrants prior to, or on
the effective date or record date of, such event.


 


Article 5

RIGHTS OF THE CORPORATION AND COVENANTS


 


		Section 5.1	Optional Purchases by the Corporation.



 


Subject to compliance
with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time
to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices
at which, in the opinion of the directors, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made
in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case
of Certificated Warrants, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith
be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated
Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrant and
in accordance with procedures prescribed by the Warrant Agent with respect to DRS Advice Slips. No Warrants shall be issued in
replacement thereof.


 




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		Section 5.2	General Covenants.



 


The Corporation covenants
with the Warrant Agent that so long as any Warrants remain outstanding:


 


		(a)	it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling
it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;



 


		(b)	it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants
to be duly issued and delivered in accordance with the Warrants and the terms hereof;



 


		(c)	all Common Shares which shall be issued upon exercise of the right to acquire provided for herein
shall be fully paid and non-assessable;



 


		(d)	it will use reasonable commercial efforts to maintain its existence and carry on its business in
the ordinary course;



 


		(e)	it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable
from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are
listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Corporation), provided that this
clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement,
takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the TSX, so long as
the holders of 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 and securities laws
and the policies of the TSX;



 


		(f)	it will make all requisite filings under applicable Canadian securities legislation including those
necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or
becomes a reporting issuer;



 


		(g)	generally, it will well and truly perform and carry out all of the acts or things to be done by
it as provided in this Indenture; and



 




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		(h)	The Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any
default under the terms of this Warrant Indenture which remains unrectified for more than five days following its occurrence.



 


		Section 5.3	Warrant Agent’s Remuneration and Expenses.



 


The Corporation covenants
that it will pay to the Warrant Agent from time to time reasonable remuneration for its services hereunder and will pay or reimburse
the Warrant Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent
in the administration or execution of the trusts hereby created (including the reasonable compensation and the disbursements of
its Counsel and all other advisers and assistants not regularly in its employ) both before any default hereunder and thereafter
until all duties of the Warrant Agent hereunder shall be finally and fully performed. Any amount owing hereunder and remaining
unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Warrant Agent against unpaid
invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Warrant Agent and/or the
termination of this Indenture.


 


		Section 5.4	Performance of Covenants by Warrant Agent.



 


If the Corporation
shall fail to perform any of its covenants contained in this Indenture, the Warrant Agent may notify the Registered Warrantholders
of such failure on the part of the Corporation and may itself perform any of the covenants capable of being performed by it but,
subject to Section 9.2, shall be under no obligation to perform said covenants or to notify the Registered Warrantholders of such
performance by it. All sums expended or advanced by the Warrant Agent in so doing shall be repayable as provided in Section 5.3.
No such performance, expenditure or advance by the Warrant Agent shall relieve the Corporation of any default hereunder or of its
continuing obligations under the covenants herein contained.


 


		Section 5.5	Enforceability of Warrants.



 


The Corporation covenants
and agrees that it is duly authorized to create and issue the Warrants to be issued hereunder and that the Warrants, when issued
and Authenticated as herein provided, will be valid and enforceable against the Corporation in accordance with the provisions hereof
and the terms hereof and that, subject to the provisions of this Indenture, the Corporation will cause the Common Shares from time
to time acquired upon exercise of Warrants issued under this Indenture to be duly issued and delivered in accordance with the terms
of this Indenture.


 




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Article 6

ENFORCEMENT


 


		Section 6.1	Suits by Registered Warrantholders.



 


All or any of the rights
conferred upon any Registered Warrantholder by any of the terms of this Indenture may be enforced by the Registered Warrantholder
by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Warrant Agent to proceed in its
own name to enforce each and all of the provisions herein contained for the benefit of the Registered Warrantholders.


 


		Section 6.2	Suits by the Corporation.



 


The Corporation shall
have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder
hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant
Agent to cancel the share certificates and amend the securities register accordingly.


 


		Section 6.3	Immunity of Shareholders, etc.



 


The Warrant Agent and
the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction
against any incorporator or any past, present or future shareholder, trustee, employee or agent of the Corporation or any successor
entity on any covenant, agreement, representation or warranty by the Corporation herein.


 


		Section 6.4	Waiver of Default.



 


Upon the happening
of any default hereunder:


 


		(a)	the Registered Warrantholders of not less than 51% of the Warrants then outstanding shall have
power (in addition to the powers exercisable by Extraordinary Resolution) by requisition in writing to instruct the Warrant Agent
to waive any default hereunder and the Warrant Agent shall thereupon waive the default upon such terms and conditions as shall
be prescribed in such requisition; or



 


		(b)	the Warrant Agent shall have power to waive any default hereunder upon such terms and conditions
as the Warrant Agent may deem advisable, on the advice of Counsel, if, in the Warrant Agent’s opinion, based on the advice
of Counsel, the same shall have been cured or adequate provision made therefor;



 




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provided that no delay or omission of the
Warrant Agent or of the Registered Warrantholders to exercise any right or power accruing upon any default shall impair any such
right or power or shall be construed to be a waiver of any such default or acquiescence therein and provided further that no act
or omission either of the Warrant Agent or of the Registered Warrantholders in the premises shall extend to or be taken in any
manner whatsoever to affect any subsequent default hereunder of the rights resulting therefrom.


 


Article 7

MEETINGS OF REGISTERED WARRANTHOLDERS


 


		Section 7.1	Right to Convene Meetings.



 


The Warrant Agent may
at any time and from time to time, and shall on receipt of a written request of the Corporation or of a Warrantholders’ Request
and upon being indemnified and funded to its reasonable satisfaction by the Corporation or by the Registered Warrantholders signing
such Warrantholders’ Request against the costs which may be incurred in connection with the calling and holding of such meeting,
convene a meeting of the Registered Warrantholders. If the Warrant Agent fails to so call a meeting within seven days after receipt
of such written request of the Corporation or such Warrantholders’ Request and the indemnity and funding given as aforesaid,
the Corporation or such Registered Warrantholders, as the case may be, may convene such meeting. Every such meeting shall be held
in the City of Vancouver or at such other place as may be approved or determined by the Warrant Agent.


 


		Section 7.2	Notice.



 


At least 21 days’
prior written notice of any meeting of Registered Warrantholders shall be given to the Registered Warrantholders in the manner
provided for in Section 10.2 and a copy of such notice shall be sent by mail to the Warrant Agent (unless the meeting has been
called by the Warrant Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall
state the time when and the place where the meeting is to be held, shall state briefly the general nature of the business to be
transacted thereat and shall contain such information as is reasonably necessary to enable the Registered Warrantholders to make
a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to
be proposed or any of the provisions of this Section 7.2.


 


		Section 7.3	Chairman.



 


An individual (who
need not be a Registered Warrantholder) designated in writing by the Warrant Agent shall be chairman of the meeting and if no individual
is so designated, or if the individual so designated is not present within fifteen minutes from the time fixed for the holding
of the meeting, the Registered Warrantholders present in person or by proxy shall choose an individual present to be chairman.


 




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		Section 7.4	Quorum.



 


Subject to the provisions
of Section 7.11, at any meeting of the Registered Warrantholders a quorum shall consist of Registered Warrantholder(s) present
in person or by proxy and entitled to purchase at least 50% of the aggregate number of Common Shares which could be acquired pursuant
to all the then outstanding Warrants. If a quorum of the Registered Warrantholders shall not be present within thirty minutes from
the time fixed for holding any meeting, the meeting, if summoned by Registered Warrantholders or on a Warrantholders’ Request,
shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not
a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice
of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been
dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting
unless a quorum be present at the commencement of business. At the adjourned meeting the Registered Warrantholders present in person
or by proxy shall form a quorum and may transact the business for which the meeting was originally convened, notwithstanding that
they may not be entitled to acquire at least 50% of the aggregate number of Common Shares which may be acquired pursuant to all
then outstanding Warrants.


 


		Section 7.5	Power to Adjourn.



 


The chairman of any
meeting at which a quorum of the Registered Warrantholders is present may, with the consent of the meeting, adjourn any such meeting,
and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.


 


		Section 7.6	Show of Hands.



 


Every question submitted
to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on an Extraordinary
Resolution shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided,
a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or
not carried by a particular majority shall be conclusive evidence of the fact.


 




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		Section 7.7	Poll and Voting.



 


		(1)	On every Extraordinary Resolution, and on any other question submitted to a meeting and after a
vote by show of hands when demanded by the chairman or by one or more of the Registered Warrantholders acting in person or by proxy
and entitled to acquire in the aggregate at least 5% of the aggregate number of Common Shares which could be acquired pursuant
to all the Warrants then outstanding, a poll shall be taken in such manner as the chairman shall direct. Questions other than those
required to be determined by Extraordinary Resolution shall be decided by a majority of the votes cast on the poll.



 


		(2)	On a show of hands, every person who is present and entitled to vote, whether as a Registered Warrantholder
or as proxy for one or more absent Registered Warrantholders, or both, shall have one vote. On a poll, each Registered Warrantholder
present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of
each Warrant then held or represented by it. A proxy need not be a Registered Warrantholder. The chairman of any meeting shall
be entitled, both on a show of hands and on a poll, to vote in respect of the Warrants, if any, held or represented by him.



 


		Section 7.8	Regulations.



 


		(1)	The Warrant Agent, or the Corporation with the approval of the Warrant Agent, may from time to
time make and from time to time vary such regulations as it shall think fit for the setting of the record date for a meeting for
the purpose of determining Registered Warrantholders entitled to receive notice of and to vote at the meeting.



 


		(2)	Any regulations so made shall be binding and effective and the votes given in accordance therewith
shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting
as a Registered Warrantholder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 7.9),
shall be Registered Warrantholders or proxies of Registered Warrantholders.



 


		Section 7.9	Corporation and Warrant Agent May be Represented.



 


The Corporation and
the Warrant Agent, by their respective directors, officers, agents, and employees and the Counsel for the Corporation and for the
Warrant Agent may attend any meeting of the Registered Warrantholders.


 




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		Section 7.10	Powers Exercisable by Extraordinary Resolution.



 


In addition to all
other powers conferred upon them by any other provisions of this Indenture or by law, the Registered Warrantholders at a meeting
shall, subject to the provisions of Section 7.11, have the power exercisable from time to time by Extraordinary Resolution:


 


		(a)	to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of
Registered Warrantholders or the Warrant Agent in its capacity as warrant agent hereunder (subject to the Warrant Agent’s
prior consent, acting reasonably) or on behalf of the Registered Warrantholders against the Corporation whether such rights arise
under this Indenture or otherwise;



 


		(b)	to amend, alter or repeal any Extraordinary Resolution previously passed or sanctioned by the Registered
Warrantholders;



 


		(c)	to direct or to authorize the Warrant Agent, subject to Section 9.2(2) hereof, to enforce any of
the covenants on the part of the Corporation contained in this Indenture or to enforce any of the rights of the Registered Warrantholders
in any manner specified in such Extraordinary Resolution or to refrain from enforcing any such covenant or right;



 


		(d)	to waive, and to direct the Warrant Agent to waive, any default on the part of the Corporation
in complying with any provisions of this Indenture either unconditionally or upon any conditions specified in such Extraordinary
Resolution;



 


		(e)	to restrain any Registered Warrantholder from taking or instituting any suit, action or proceeding
against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Indenture or to enforce
any of the rights of the Registered Warrantholders;



 


		(f)	to direct any Registered Warrantholder who, as such, has brought any suit, action or proceeding
to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly
incurred by such Registered Warrantholder in connection therewith;



 


		(g)	to assent to any change in or omission from the provisions contained in this Indenture or any ancillary
or supplemental instrument which may be agreed to by the Corporation, and to authorize the Warrant Agent to concur in and execute
any ancillary or supplemental indenture embodying the change or omission;



 




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		(h)	with the consent of the Corporation, such consent not to be unreasonably withheld, to remove the
Warrant Agent or its successor in office and to appoint a new warrant agent or warrant agents to take the place of the Warrant
Agent so removed; and



 


		(i)	to assent to any compromise or arrangement with any creditor or creditors or any class or classes
of creditors, whether secured or otherwise, and with holders of any shares or other securities of the Corporation.



 


		Section 7.11	Meaning of Extraordinary Resolution.



 


		(1)	The expression “Extraordinary Resolution” when used in this Indenture means,
subject as hereinafter provided in this Section 7.11 and in Section 7.14, a resolution proposed at a meeting of Registered Warrantholders
duly convened for that purpose and held in accordance with the provisions of this Article 7 at which there are present in person
or by proxy Registered Warrantholders holding at least 25% of the aggregate number of Common Shares that could be acquired and
passed by the affirmative votes of Registered Warrantholders holding not less than 75% of the aggregate number of Common Shares
that could be acquired at the meeting and voted on the poll upon such resolution.



 


		(2)	If, at the meeting at which an Extraordinary Resolution is to be considered, Registered Warrantholders
holding at least 25% of the aggregate number of Common Shares that could be acquired are not present in person or by proxy within
30 minutes after the time appointed for the meeting, then the meeting, if convened by Registered Warrantholders or on a Warrantholders’
Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 15 or more than 60
days later, and to such place and time as may be appointed by the chairman. Not less than 14 days’ prior notice shall be
given of the time and place of such adjourned meeting in the manner provided for in Section 10.2. Such notice shall state that
at the adjourned meeting the Registered Warrantholders present in person or by proxy shall form a quorum but it shall not be necessary
to set forth the purposes for which the meeting was originally called or any other particulars. At the adjourned meeting the Registered
Warrantholders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally
convened and a resolution proposed at such adjourned meeting and passed by the requisite vote as provided in Section 7.11(1) shall
be an Extraordinary Resolution within the meaning of this Indenture notwithstanding that Registered Warrantholders entitled to
acquire at least 25% of the aggregate number of Common Shares which may be acquired pursuant to all the then outstanding Warrants
are not present in person or by proxy at such adjourned meeting.



 




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		(3)	Subject to Section 7.14, votes on an Extraordinary Resolution shall always be given on a poll and
no demand for a poll on an Extraordinary Resolution shall be necessary.



 


		Section 7.12	Powers Cumulative.



 


Any one or more of
the powers or any combination of the powers in this Indenture stated to be exercisable by the Registered Warrantholders by Extraordinary
Resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination
of powers from time to time shall not be deemed to exhaust the right of the Registered Warrantholders to exercise such power or
powers or combination of powers then or thereafter from time to time.


 


		Section 7.13	Minutes.



 


Minutes of all resolutions
and proceedings at every meeting of Registered Warrantholders shall be made and duly entered in books to be provided from time
to time for that purpose by the Warrant Agent at the expense of the Corporation, and any such minutes as aforesaid, if signed by
the chairman or the secretary of the meeting at which such resolutions were passed or proceedings had shall be prima facie evidence
of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes
shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken
shall be deemed to have been duly passed and taken.


 


		Section 7.14	Instruments in Writing.



 


All actions which may
be taken and all powers that may be exercised by the Registered Warrantholders at a meeting held as provided in this Article 7
may also be taken and exercised by Registered Warrantholders holding not less than 75% of the aggregate number of all of the then
outstanding Warrants by an instrument in writing signed in one or more counterparts by such Registered Warrantholders in person
or by attorney duly appointed in writing, and the expression “Extraordinary Resolution” when used in this Indenture
shall include an instrument so signed.


 


		Section 7.15	Binding Effect of Resolutions.



 


Every resolution and
every Extraordinary Resolution passed in accordance with the provisions of this Article 7 at a meeting of Registered Warrantholders
shall be binding upon all the Warrantholders, whether present at or absent from such meeting, and every instrument in writing signed
by Registered Warrantholders in accordance with Section 7.14 shall be binding upon all the Warrantholders, whether signatories
thereto or not, and each and every Warrantholder and the Warrant Agent (subject to the provisions for indemnity herein contained)
shall be bound to give effect accordingly to every such resolution and instrument in writing.


 




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		Section 7.16	Holdings by Corporation Disregarded.



 


In determining whether
Registered Warrantholders holding Warrants evidencing the entitlement to acquire the required number of Common Shares are present
at a meeting of Registered Warrantholders for the purpose of determining a quorum or have concurred in any consent, waiver, Extraordinary
Resolution, Warrantholders’ Request or other action under this Indenture, Warrants owned legally or beneficially by the Corporation
shall be disregarded in accordance with the provisions of Section 10.7.


 


Article 8

SUPPLEMENTAL INDENTURES


 


		Section 8.1	Provision for Supplemental Indentures for Certain Purposes.



 


From time to time,
the Corporation (when authorized by action of the directors) and the Warrant Agent may, subject to the provisions hereof and they
shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, indentures or instruments
supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:


 


		(a)	setting forth any adjustments resulting from the application of the provisions of Article 4;



 


		(b)	adding to the provisions hereof such additional covenants and enforcement provisions as, in the
opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Warrant Agent,
relying on the advice of Counsel, prejudicial to the interests of the Registered Warrantholders;



 


		(c)	giving effect to any Extraordinary Resolution passed as provided in Section 7.11;



 


		(d)	making such provisions not inconsistent with this Indenture as may be necessary or desirable with
respect to matters or questions arising hereunder or for the purpose of obtaining a listing or quotation of the Warrants on any
stock exchange, provided that such provisions are not, in the opinion of the Warrant Agent, relying on the advice of Counsel, prejudicial
to the interests of the Registered Warrantholders;



 




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		(e)	adding to or altering the provisions hereof in respect of the transfer of Warrants, making provision
for the exchange of Warrants, and making any modification in the form of the Warrant Certificates which does not affect the substance
thereof;



 


		(f)	modifying any of the provisions of this Indenture, including relieving the Corporation from any
of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative
or effective only if, in the opinion of the Warrant Agent, relying on the advice of Counsel, such modification or relief in no
way prejudices any of the rights of the Registered Warrantholders or of the Warrant Agent, and provided further that the Warrant
Agent may in its sole discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate
protection to the Warrant Agent when the same shall become operative;



 


		(g)	providing for the issuance of additional Warrants hereunder, including Warrants in excess of the
number set out in Section 2.1 and any consequential amendments hereto as may be required by the Warrant Agent relying on the advice
of Counsel.



 


		(h)	for any other purpose not inconsistent with the terms of this Indenture, including the correction
or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that
in the opinion of the Warrant Agent, relying on the advice of Counsel, the rights of the Warrant Agent and of the Registered Warrantholders
are in no way prejudiced thereby.



 


		Section 8.2	Successor Entities.



 


In the case of the
consolidation, amalgamation, arrangement, merger or transfer of the undertaking or assets of the Corporation as an entirety or
substantially as an entirety to or with another entity (“successor entity”), the successor entity resulting
from such consolidation, amalgamation, arrangement, merger or transfer (if not the Corporation) shall expressly assume, by supplemental
indenture satisfactory in form to the Warrant Agent and executed and delivered to the Warrant Agent, the due and punctual performance
and observance of each and every covenant and condition of this Indenture to be performed and observed by the Corporation.


 




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Article 9

CONCERNING THE WARRANT Agent


 


		Section 9.1	Trust Indenture Legislation.



 


		(1)	If and to the extent that any provision of this Indenture limits, qualifies or conflicts with a
mandatory requirement of Applicable Legislation, such mandatory requirement shall prevail.



 


		(2)	The Corporation and the Warrant Agent agree that each will, at all times in relation to this Indenture
and any action to be taken hereunder, observe and comply with and be entitled to the benefits of Applicable Legislation.



 


		Section 9.2	Rights and Duties of Warrant Agent.



 


		(1)	In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture,
the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise
in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for
its own gross negligent action, wilful misconduct, bad faith or fraud under this Indenture.



 


		(2)	The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the
purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered
Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act,
action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant
Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred
thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require
the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.



 


		(3)	The Warrant Agent may, before commencing or at any time during the continuance of any such act,
action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the
Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.



 


		(4)	Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or
entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.



 




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		Section 9.3	Evidence, Experts and Advisers.



 


		(1)	In addition to the reports, certificates, opinions and other evidence required by this Indenture,
the Corporation shall furnish to the Warrant Agent such additional evidence of compliance with any provision hereof, and in such
form, as may be prescribed by Applicable Legislation or as the Warrant Agent may reasonably require by written notice to the Corporation.



 


		(2)	In the exercise of its rights and duties hereunder, the Warrant Agent may, if it is acting in good
faith, rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports,
written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Warrant
Agent pursuant to a request of the Warrant Agent, provided that such evidence complies with Applicable Legislation and that the
Warrant Agent complies with Applicable Legislation and that the Warrant Agent examines the same and determines that such evidence
complies with the applicable requirements of this Indenture.



 


		(3)	Whenever it is provided in this Indenture or under Applicable Legislation that the Corporation
shall deposit with the Warrant Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended
that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so
deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Warrant Agent
take the action to be based thereon.



 


		(4)	The Warrant Agent may employ or retain such Counsel, accountants, appraisers or other experts or
advisers as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration for
all services so performed by any of them, without taxation of costs of any Counsel, and shall not be responsible for any misconduct
or negligence on the part of any such experts or advisers who have been appointed with due care by the Warrant Agent.



 


		(5)	The Warrant Agent may act and rely and shall be protected in acting and relying in good faith on
the opinion or advice of or information obtained from any Counsel, accountant, appraiser, engineer or other expert or adviser,
whether retained or employed by the Corporation or by the Warrant Agent, in relation to any matter arising in the administration
of the agency hereof.



 




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		Section 9.4	Documents, Monies, etc. Held by Warrant Agent.



 


		(1)	Any monies, securities, documents of title or other instruments that may at any time be held by
the Warrant Agent shall be placed in the deposit vaults of the Warrant Agent or of any Canadian chartered bank listed in Schedule I
of the Bank Act (Canada), or deposited for safekeeping with any such bank. Any monies held pending the application or withdrawal
thereof under any provisions of this Indenture, shall be held, invested and reinvested in “Permitted Investments” as
directed in writing by the Corporation. “Permitted Investments” shall be treasury bills guaranteed by the Government
of Canada having a term to maturity not to exceed ninety (90) days, or term deposits or bankers’ acceptances of a Canadian
chartered bank having a term to maturity not to exceed ninety (90) days, or such other investments that is in accordance with the
Warrant Agent’s standard type of investments. Unless otherwise specifically provided herein, all interest or other income
received by the Warrant Agent in respect of such deposits and investments shall belong to the Corporation.



 


		(2)	Any written direction for the investment or release of funds received shall be received by the
Warrant Agent by 9:00a.m. (Vancouver time) on the Business Day on which such investment or release is to be made, failing which
such direction will be handled on a commercially reasonable efforts basis and may result in funds being invested or released on
the next Business Day.



 


		(3)	The Warrant Agent shall have no responsibility or liability for any diminution of any funds resulting
from any investment made in accordance with this Indenture, including any losses on any investment liquidated prior to maturity
in order to make a payment required hereunder.



 


		(4)	In the event that the
Warrant Agent does not receive a direction or only a partial direction, the Warrant Agent may hold cash balances constituting part
or all of such monies and may, but need not, invest same in its deposit department, the deposit department of one of its affiliates,
or the deposit department of a Canadian chartered bank; but the Warrant Agent, its affiliates or a Canadian chartered bank shall
not be liable to account for any profit to any parties to this Indenture or to any other person or entity.



 


		Section 9.5	Actions by Warrant Agent to Protect Interest.



 


The Warrant Agent shall
have power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect
or enforce its interests and the interests of the Registered Warrantholders.


 




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		Section 9.6	Warrant Agent Not Required to Give Security.



 


The Warrant Agent shall
not be required to give any bond or security in respect of the execution of the agency and powers of this Indenture or otherwise
in respect of the premises.


 


		Section 9.7	Protection of Warrant Agent.



 


By way of supplement
to the provisions of any law for the time being relating to the Warrant Agent it is expressly declared and agreed as follows:


 


		(a)	the Warrant Agent shall not be liable for or by reason of any statements of fact or recitals in
this Indenture or in the Warrant Certificates (except the representation contained in Section 9.9 or in the authentication of the
Warrant Agent on the Warrant Certificates) or be required to verify the same, but all such statements or recitals are and shall
be deemed to be made by the Corporation;



 


		(b)	nothing herein contained shall impose any obligation on the Warrant Agent to see to or to require
evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental hereto;



 


		(c)	the Warrant Agent shall not be bound to give notice to any person or persons of the execution hereof;



 


		(d)	the Warrant Agent shall not incur any liability or responsibility whatever or be in any way responsible
for the consequence of any breach on the part of the Corporation of any of its covenants herein contained or of any acts of any
directors, officers, employees, agents or servants of the Corporation;



 


		(e)	the Corporation hereby indemnifies and agrees to hold harmless the Warrant Agent, its affiliates,
their officers, directors, employees, agents, successors and assigns (the “Indemnified Parties”) from and against any
and all liabilities whatsoever, losses, damages, penalties, claims, demands, actions, suits, proceedings, costs, charges, assessments,
judgments, expenses and disbursements, including reasonable legal fees and disbursements of whatever kind and nature which may
at any time be imposed on or incurred by or asserted against the Indemnified Parties, or any of them, whether at law or in equity,
in any way caused by or arising, directly or indirectly, in respect of any act, deed, matter or thing whatsoever made, done, acquiesced
in or omitted in or about or in relation to the execution of the Indemnified Parties’ duties, or any other services that
Warrant Agent may provide in connection with or in any way relating to this Indenture. The Corporation agrees that its liability
hereunder shall be absolute and unconditional regardless of the correctness of any representations of any third parties and regardless
of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or any
other precedent action or proceeding; provided that the Corporation shall not be required to indemnify the Indemnified Parties
in the event of the gross negligence or wilful misconduct of the Warrant Agent, and this provision shall survive the resignation
or removal of the Warrant Agent or the termination or discharge of this Indenture; and



 




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		(f)	notwithstanding
the foregoing or any other provision of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate,
to the amount of annual retainer fees paid by the Corporation to
the Warrant Agent under this Indenture in the twelve (12) months
immediately prior to the Warrant Agent receiving the first notice of the claim. Notwithstanding any other provision of this Indenture,
and whether such losses or damages are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances
whatsoever for any (a) breach by any other party of securities law or other rule of any securities regulatory authority, (b) lost
profits or (c) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages.



 


		Section 9.8	Replacement of Warrant Agent; Successor by Merger.



 


		(1)	The Warrant Agent may resign its agency and be discharged from all further duties and liabilities
hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days’ prior notice in writing or such
shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall
have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent
resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable
of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed
by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder
may apply to a judge of the Supreme Court of British Columbia on such notice as such judge may direct, for the appointment of a
new warrant agent; but any new warrant agent so appointed by the Corporation or by the Court shall be subject to removal as aforesaid
by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized
to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation
for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named herein as Warrant Agent hereunder.



 




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		(2)	Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered
Warrantholders thereof in the manner provided for in Section 10.2.



 


		(3)	Any Warrant Certificates Authenticated but not delivered by a predecessor Warrant Agent may be
Authenticated by the successor Warrant Agent in the name of the predecessor or successor Warrant Agent.



 


		(4)	Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any
corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the
corporate trust business of the Warrant Agent shall be the successor to the Warrant Agent hereunder without any further
act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as successor Warrant
Agent under Section 9.8(1).



 


		Section 9.9	Acceptance of Agency



 


The Warrant Agent hereby
accepts the agency in this Indenture declared and provided for and agrees to perform the same upon the terms and conditions herein
set forth.


 


		Section 9.10	Warrant Agent Not to be Appointed Receiver.



 


The Warrant Agent and
any person related to the Warrant Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part
of the assets or undertaking of the Corporation.


 


		Section 9.11	Warrant Agent Not Required to Give Notice of Default.



 


The Warrant Agent shall
not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it hereby unless
and until it shall have been required so to do under the terms hereof; nor shall the Warrant Agent be required to take notice of
any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default
desired to be brought to the attention of the Warrant Agent and in the absence of any such notice the Warrant Agent may for all
purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations,
warranties, covenants, agreements or conditions contained herein. Any such notice shall in no way limit any discretion herein given
to the Warrant Agent to determine whether or not the Warrant Agent shall take action with respect to any default.


 




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		Section 9.12	Anti-Money Laundering.



 


		(1)	Each party to this Agreement other than the Warrant Agent hereby represents to the Warrant Agent
that any account to be opened by, or interest to be held by the Warrant Agent in connection with this Agreement, for or to the
credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used
by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the
Warrant Agent’s prescribed form as to the particulars of such third party.



 


		(2)	The Warrant Agent shall retain the right not to act and shall not be liable for refusing to act
if, due to a lack of information or for any other reason whatsoever, the Warrant Agent, in its sole judgment, determines that such
act might cause it to be in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions legislation,
regulation or guideline. Further, should the Warrant Agent, in its sole judgment, determine at any time that its acting under this
Agreement has resulted in its being in non-compliance with any applicable anti-money laundering, anti-terrorist or economic sanctions
legislation, regulation or guideline, then it shall have the right to resign on ten (10) days written notice to the other parties
to this Agreement, provided (i) that the Warrant Agent's written notice shall describe the circumstances of such non-compliance;
and (ii) that if such circumstances are rectified to the Warrant Agent's satisfaction within such ten (10) day period, then such
resignation shall not be effective.



 


		Section 9.13	Compliance with Privacy Code.



 


The parties acknowledge
that the Warrant Agent may, in the course of providing services hereunder, collect or receive financial and other personal information
about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof,
and use such information for the following purposes:


 


		(a)	to provide the services required under this Indenture and other services that may be requested
from time to time;



 


		(b)	to help the Warrant Agent manage its servicing relationships with such individuals;



 




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		(c)	to meet the Warrant Agent’s legal and regulatory requirements; and



 


		(d)	if Social Insurance Numbers are collected by the Warrant Agent, to perform tax reporting and to
assist in verification of an individual’s identity for security purposes.



 


Each party acknowledges
and agrees that the Warrant Agent may receive, collect, use and disclose personal information provided to it or acquired by it
in the course of this Indenture for the purposes described above and, generally, in the manner and on the terms described in its
Privacy Code, which the Warrant Agent shall make available on its website, www.computershare.com, or upon request, including
revisions thereto. The Warrant Agent may transfer personal information to other companies in or outside of Canada that provide
data processing and storage or other support in order to facilitate the services it provides.


 


Further, each party
agrees that it shall not provide or cause to be provided to the Warrant Agent any personal information relating to an individual
who is not a party to this Indenture unless that party has assured itself that such individual understands and has consented to
the aforementioned uses and disclosures.


 


		Section 9.14	Securities Exchange Commission Certification.



 


The Corporation confirms that it has either
(i) a class of securities registered pursuant to Section 12 of the US Securities Exchange Act of 1934, as amended (the "Act”);
or (ii) a reporting obligation pursuant to Section 15(d) of the Act, and has provided the Warrant Agent with an Officers’
Certificate (in a form provided by the Warrant Agent certifying such reporting obligation and other information as requested by
the Warrant Agent. The Corporation covenants that in the event that any such registration or reporting obligation shall be terminated
by the Corporation in accordance with the Act, the Corporation shall promptly notify the Warrant Agent of such termination and
such other information as the Warrant Agent may require at the time. The Corporation acknowledges that Computershare is relying
upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”)
obligations with respect to those clients who are filing with the SEC.


 


Article 10

GENERAL


 


		Section 10.1	Notice to the Corporation and the Warrant Agent.



 


		(1)	Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation
or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if faxed:



 




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		(a)	If to the Corporation:



 


NioCorp Developments Ltd.


7000 South Yosemite Street, Suite
115


Centennial, CO


80112


 


Attn: John F. Ashburn, Jr.


Tel: (720) 639-4650


email: jashburn@niocorp.com


 


with a copy to the Issuer’s
counsel:


 


Miller Thomson LLP


1000-840 Howe St.


Vancouver, BC V6Z 2M1


 


		Attention:	Rory Godinho



		Email:	rgodinho@millerthomson.com



 


		(b)	If to the Warrant Agent:



 


Computershare Trust
Company of Canada


3rd Flr–
510 Burrard Street


Vancouver, BC V6C
3B9


 


		Attention:	General Manager, Corporate Trust



		Email:	Corporatetrust.vancouver@computershare.com



 


and any such notice delivered
in accordance with the foregoing shall be deemed to have been received and given on the date of delivery or, if mailed, on the
fifth Business Day following the date of mailing such notice or, if faxed, on the next Business Day following the date of transmission.


 


		(2)	The Corporation or the Warrant Agent, as the case may be, may from time to time notify the other
in the manner provided in Section 10.1(1) of a change of address which, from the effective date of such notice and until changed
by like notice, shall be the address of the Corporation or the Warrant Agent, as the case may be, for all purposes of this Indenture.



 


		(3)	If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal
employees, any notice to be given to the Warrant Agent or to the Corporation hereunder could reasonably be considered unlikely
to reach its destination, such notice shall be valid and effective only if it is delivered to the named officer of the party to
which it is addressed, as provided in Section 10.1(1), or given by facsimile or other means of prepaid, transmitted and recorded
communication.



 




    - 51 -


     


    

 


		Section 10.2	Notice to Registered Warrantholders.



 


		(1)	Unless otherwise provided herein, notice to the Registered Warrantholders under the provisions
of this Indenture shall be valid and effective if delivered or sent by ordinary prepaid post addressed to such holders at their
post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively received and
given on the date of delivery or, if mailed, on the third Business Day following the date of mailing such notice.



 


		(2)	If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal
employees, any notice to be given to the Registered Warrantholders hereunder could reasonably be considered unlikely to reach its
destination, such notice shall be valid and effective only if it is delivered to such Registered Warrantholders to the address
for such Registered Warrantholders contained in the register maintained by the Warrant Agent or such notice may be given, at the
Corporation’s expense, by means of publication in the Globe and Mail, National Edition, or any other English language daily
newspaper or newspapers of general circulation in Canada, in each two successive weeks, the first such notice to be published within
5 business days of such event, and any so notice published shall be deemed to have been received and given on the latest date the
publication takes place.



 


		Section 10.3	Ownership of Warrants.



 


The Corporation and
the Warrant Agent may deem and treat the Registered Warrantholders as the absolute owner thereof for all purposes, and the Corporation
and the Warrant Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Warrant
Agent is required to take notice by statute or by order of a court of competent jurisdiction. The receipt of any such Registered
Warrantholder of the Common Shares which may be acquired pursuant thereto shall be a good discharge to the Corporation and the
Warrant Agent for the same and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such
holder except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent
jurisdiction.


 


		Section 10.4	Counterparts.



 


This Indenture may
be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together
shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of
the date hereof. Delivery of an executed copy of the Indenture by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution and delivery of this Indenture as of the date
hereof.


 




    - 52 -


     


    

 


		Section 10.5	Satisfaction and Discharge of Indenture.



 


Upon the earlier of:


 


		(a)	the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation
all Warrants theretofore Authenticated hereunder, in the case of Certificated Warrants (or such other instructions, in a form satisfactory
to the Warrant Agent), in the case of Uncertificated Warrants; and



 


		(b)	the Expiry Time;



 


and if all certificates or other entry
on the register representing Common Shares required to be issued in compliance with the provisions hereof have been issued and
delivered hereunder or to the Warrant Agent in accordance with such provisions, this Indenture shall cease to be of further effect
and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a
certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Indenture have been
complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the
foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and
survive the termination of this Indenture.


 


		Section 10.6	Provisions of Indenture and Warrants for the Sole Benefit of Parties and Registered Warrantholders.



 


Nothing in this Indenture
or in the Warrants, expressed or implied, shall give or be construed to give to any person other than the parties hereto and the
Registered Warrantholders, as the case may be, any legal or equitable right, remedy or claim under this Indenture, or under any
covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties
hereto and the Registered Warrantholders.


 


		Section 10.7	Common Shares or Warrants Owned by the Corporation or its Subsidiaries - Certificate to be Provided.



 


For the purpose of
disregarding any Warrants owned legally or beneficially by the Corporation in Section 7.16, the Corporation shall provide to the
Warrant Agent, from time to time, a certificate of the Corporation setting forth as at the date of such certificate:


 




    - 53 -


     


    

 


		(a)	the names (other than the name of the Corporation) of the Registered Warrantholders which, to the
knowledge of the Corporation, are owned by or held for the account of the Corporation; and



 


		(b)	the number of Warrants owned legally or beneficially by the Corporation;



 


and the Warrant Agent,
in making the computations in Section 7.16, shall be entitled to rely on such certificate without any additional evidence.


 


		Section 10.8	Severability



 


If, in any jurisdiction,
any provision of this Indenture or its application to any party or circumstance is restricted, prohibited or unenforceable, such
provision will, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability
without invalidating the remaining provisions of this Indenture and without affecting the validity or enforceability of such provision
in any other jurisdiction or without affecting its application to other parties or circumstances.


 


		Section 10.9	Force Majeure



 


No party shall be liable
to the other, or held in breach of this Indenture, if prevented, hindered, or delayed in the performance or observance of any provision
contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes,
or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions
or failures). Performance times under this Indenture shall be extended for a period of time equivalent to the time lost because
of any delay that is excusable under this Section.


 


		Section 10.10	Assignment, Successors and Assigns



 


Neither of the parties
hereto may assign its rights or interest under this Indenture, except as provided in Section 9.8 in the case of the Warrant Agent,
or as provided in Section 8.2 in the case of the Corporation. Subject thereto, this Indenture shall enure to the benefit of and
be binding upon the parties hereto and their respective successors and permitted assigns.


 




    - 54 -


     


    

 


		Section 10.11	Rights of Rescission and Withdrawal for Holders



 


Should a holder of
Warrants exercise any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, and
the holder’s funds which were paid on exercise have already been released to the Corporation by the Warrant Agent, the Warrant
Agent shall not be responsible for ensuring the exercise is cancelled and a refund is paid back to the holder. In such cases, the
holder shall seek a refund directly from the Corporation and subsequently, the Corporation, upon surrender to the Corporation or
the Warrant Agent of any underlying shares that may have been issued, or such other procedure as agreed to by the parties hereto,
shall instruct the Warrant Agent in writing, to cancel the exercise transaction and any such underlying shares on the register,
which may have already been issued upon the Warrant exercise. In the event that any payment is received from the Corporation by
virtue of the holder being a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the
Corporation by such holder. The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce
that the funds are returned pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event
that any payment is not delivered or received pursuant to this section. Notwithstanding the foregoing, in the event that the Corporation
provides the refund to the Warrant Agent for distribution to the holder, the Warrant Agent shall return such funds to the holder
as soon as reasonably practicable, and in so doing, the Warrant Agent shall incur no liability with respect to the delivery or
non-delivery of any such funds.


 




    - 55 -


     


    

 


IN WITNESS WHEREOF
the parties hereto have executed this Indenture under the hands of their proper officers in that behalf as of the date first written
above.


 


	 	 	NIOCORP DEVELOPMENTS LTD.
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 


	 	 	COMPUTERSHARE TRUST COMPANY OF CANADA
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 




    - 56 -


     


    

 


Schedule
“A”


 


Form of
Warrant


 


THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE
AT OR BEFORE 4:59 P.M. (LOCAL TIME) ON [INSERT THE DATE THAT IS THREE (3) YEARS FROM THE ISSUE DATE], AFTER WHICH TIME THE
WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.


 


UNLESS PERMITTED UNDER SECURITIES LEGISLATION,
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE ISSUE DATE].


 


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 AND THE WARRANT AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING,
OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY AND THE WARRANT AGENT 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 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.


 




    A-1


     


    

 


WARRANT


 


To acquire Common Shares of


 


NIOCORP DEVELOPMENTS LTD.


 


(incorporated pursuant to the laws of the
Province of British Columbia)


 


	Warrant 

Certificate No. [*]	Certificate for ______________________ ________ Warrants, each entitling the holder to acquire one (1) Common Share (subject to adjustment as provided for in the Warrant Indenture (as defined below)


 


THIS IS TO CERTIFY THAT, for value
received,


 





 






 


(the “Warrantholder”)
is the registered holder of the number of common share purchase warrants (the “Warrants”) of NIOCORP DEVELOPMENTS
LTD. (the “Corporation”) specified above, and is entitled, on exercise of these Warrants upon and subject
to the terms and conditions set forth herein and in the Warrant Indenture, to purchase at any time before 4:59 p.m. (local time)
(the “Expiry Time”) on [insert the date that is three (3) years from the Issue Date] (the “Expiry Date”),
one fully paid and non-assessable common share without par value in the capital of the Corporation as constituted on the date hereof
(a “Common Share”) for each Warrant subject to adjustment in accordance with the terms of the Warrant Indenture.


 


The right to purchase Common Shares may
only be exercised by the Warrantholder within the time set forth above by:


 


(a)          duly
completing and executing the exercise form (the “Exercise Form”) attached hereto; and


 


(b)          surrendering
this warrant certificate (the “Warrant Certificate”), with the Exercise Form to the Warrant Agent at the principal
office of the Warrant Agent, being 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, together with
a certified cheque, bank draft or money order in the lawful money of Canada payable to or to the order of the Corporation in an
amount equal to the purchase price of the Common Shares so subscribed for.


 




    A-2


     


    

 


The surrender of this Warrant Certificate,
the duly completed Exercise Form and payment as provided above will be deemed to have been effected only on personal delivery thereof
to, or if sent by mail or other means of transmission on actual receipt thereof by, the Warrant Agent at its principal office as
set out above.


 


Subject to adjustment thereof in the events
and in the manner set forth in the Warrant Indenture hereinafter referred to, the exercise price payable for each Common Share
upon the exercise of Warrants shall be $0.85 per Common Share (the “Exercise Price”).


 


Certificates for the Common Shares subscribed
for will be mailed to the persons specified in the Exercise Form at their respective addresses specified therein or, if so specified
in the Exercise Form, delivered to such persons at the office where this Warrant Certificate is surrendered. If fewer Common Shares
are purchased than the number that can be purchased pursuant to this Warrant Certificate, the holder hereof will be entitled to
receive without charge a new Warrant Certificate in respect of the balance of the Common Shares not so purchased. No fractional
Common Shares will be issued upon exercise of any Warrant.


 


This Warrant Certificate evidences Warrants
of the Corporation issued or issuable under the provisions of a warrant indenture (which indenture together with all other instruments
supplemental or ancillary thereto is herein referred to as the “Warrant Indenture”) dated as of February 14,
2017 between the Corporation and Computershare Trust Company of Canada, as Warrant Agent, to which Warrant Indenture reference
is hereby made for particulars of the rights of the holders of Warrants, the Corporation and the Warrant Agent in respect thereof
and the terms and conditions on which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant
Indenture were herein set forth, to all of which the holder, by acceptance hereof, assents. The Corporation will furnish to the
holder, on request and without charge, a copy of the Warrant Indenture.


 


On presentation at the principal office
of the Warrant Agent as set out above, subject to the provisions of the Warrant Indenture and on compliance with the reasonable
requirements of the Warrant Agent, one or more Warrant Certificates may be exchanged for one or more Warrant Certificates entitling
the holder thereof to purchase in the aggregate an equal number of Common Shares as are purchasable under the Warrant Certificate(s)
so exchanged.


 


Neither the Warrants nor the Common Shares
issuable upon exercise hereof have not been or will be registered under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), or United States state securities laws. Other than by an original U.S. purchaser that purchased
the Warrants directly from the Corporation, these Warrants may not be exercised in the United States or by or on behalf of, or
for the account or benefit of, a U.S. Person or a person in the United States unless this security and the Common Shares issuable
upon exercise of this security have been registered under the U.S. Securities Act and the applicable state securities legislation
or an exemption from such registration requirements is available.


 




    A-3


     


    

 


The Warrant Indenture contains provisions
for the adjustment of the Exercise Price payable for each Common Share upon the exercise of Warrants and the number of Common Shares
issuable upon the exercise of Warrants in the events and in the manner set forth therein.


 


The Warrant Indenture also contains provisions
making binding on all holders of Warrants outstanding thereunder resolutions passed at meetings of holders of Warrants held in
accordance with the provisions of the Warrant Indenture and instruments in writing signed by Warrantholders of Warrants entitled
to purchase a specific majority of the Common Shares that can be purchased pursuant to such Warrants.


 


Nothing contained in this Warrant Certificate,
the Warrant Indenture or elsewhere shall be construed as conferring upon the holder hereof any right or interest whatsoever as
a holder of Common Shares or any other right or interest except as herein and in the Warrant Indenture expressly provided. In the
event of any discrepancy between anything contained in this Warrant Certificate and the terms and conditions of the Warrant Indenture,
the terms and conditions of the Warrant Indenture shall govern.


 


Warrants may only be transferred in compliance
with the conditions of the Warrant Indenture on the register to be kept by the Warrant Agent in Vancouver, or such other registrar
as the Corporation, with the approval of the Warrant Agent, may appoint at such other place or places, if any, as may be designated,
upon surrender of this Warrant Certificate to the Warrant Agent or other registrar accompanied by a written instrument of transfer
in form and execution satisfactory to the Warrant Agent or other registrar and upon compliance with the conditions prescribed in
the Warrant Indenture and with such reasonable requirements as the Warrant Agent or other registrar may prescribe and upon the
transfer being duly noted thereon by the Warrant Agent or other registrar. Time is of the essence hereof.


 


This Warrant Certificate will not be valid
for any purpose until it has been countersigned by or on behalf of the Warrant Agent from time to time under the Warrant Indenture.


 


The parties hereto have declared that they
have required that these presents and all other documents related hereto be in the English language. Les parties aux présentes
déclarent qu’elles ont exigé que la présente convention, de même que tous les documents s’y
rapportant, soient rédigés en anglais.


 




    A-4


     


    

 


IN WITNESS WHEREOF the Corporation
has caused this Warrant Certificate to be duly executed as of _____________________, 201__.


 





	 	 	 	NIOCORP DEVELOPMENTS LTD. 
	 	 	 
	 	 	By:	 
	 	 	 	Authorized Signatory
	 	 	 
	Countersigned and Registered by:	 	By:	 
	 	 	 	Authorized Signatory
	COMPUTERSHARE TRUST COMPANY OF CANADA	 	 
	 	 	 
	By:	 	 	 
	 	Authorized Signatory	 	 







 




    A-5


     


    

 


FORM OF TRANSFER


 


To: Computershare
Trust Company of Canada


 


FOR VALUE
RECEIVED the undersigned hereby sells, assigns and transfers to _______________________________________________________________________________________________


_______________________________________________________________________________________________
(print name and address) the Warrants represented by this Warrants Certificate or DRS Advice Slip and hereby irrevocable
constitutes and appoints ____________________ as its attorney with full power of substitution to transfer the said securities
on the appropriate register of the Warrant Agent.


 


The undersigned hereby
represents, warrants and certifies that (one (only) of the following must be checked):


 


 ̈           (A)          the
transfer is being made only to the Corporation; or 


 


 ̈           (B)          the
transfer is being made in accordance with a transaction that does not require registration under the U.S. Securities Act or any
applicable state securities laws and the undersigned has furnished to the Corporation and the Warrant Agent an opinion of counsel
of recognized standing in form and substance reasonably satisfactory to the Corporation and the Warrant Agent to such effect, or
other evidence of exemption reasonably satisfactory to the Company and the Warrant Agent.


 


DATED this ____ day of_________________,
20____.


 


	SPACE FOR GUARANTEES OF SIGNATURES (BELOW)	)	 
	 	)	 
	 	 	 
	 	)	Signature of Transferor
	 	 	 
	 	)	 
	 	 	 
	 	)	 
	 	 	 
	Guarantor’s Signature/Stamp 	)	Name of Transferor
	 	 	 
	 	)	 


 




    A-6


     


    

 


REASON FOR TRANSFER – For US Residents
only (where the individual(s) or corporation receiving the securities is a US resident). Please select only one (see instructions
below).


 





 


CERTAIN REQUIREMENTS RELATING TO TRANSFERS
– READ CAREFULLY


 


The signature(s) of the
transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration
or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s)
on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time
of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may
choose one of the following methods (although subject to change in accordance with industry practice and standards):


 


		·	Canada and the USA: A Medallion
Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many
commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program.
The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering
the face value of the certificate.



 


		·	Canada: A Signature Guarantee obtained
from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing
the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature
Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature
Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required
to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer
(as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia
Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.




 




    A-7


     


    

 


		·	Outside North America: For holders
located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution
that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program.
The corresponding affiliate will arrange for the signature to be over-guaranteed. 



 


OR


 


The signature(s) of the
transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration
or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank
of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable
Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed
signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED”
OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines
and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency,
will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp
affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust
or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value
of the certificate.


 


REASON FOR TRANSFER
– FOR US RESIDENTS ONLY


 


Consistent with US IRS
regulations, Computershare is required to request cost basis information from US securityholders. Please indicate the reason for
requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer
is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder,
or the date the private sale took place).


 




    A-8


     


    

 


SCHEDULE “B”


 


EXERCISE FORM


 


	TO:	NIOCORP DEVELOPMENTS LTD.
	 	 
	AND TO:	Computershare Trust Company of Canada
	 	3rd Floor, 510 Burrard Street
	 	Vancouver, British Columbia  V6C 3B9


 


The undersigned holder
of the Warrants evidenced by this Warrant Certificate or DRS Advice Slip hereby exercises the right to acquire ____________ (A)
Common Shares of NIOCORP DEVELOPMENTS LTD.


 


	Exercise Price Payable: 	 


((A) multiplied by $0.85,
subject to adjustment)


 


The undersigned hereby
exercises the right of such holder to be issued, and hereby subscribes for, Common Shares that are issuable pursuant to the exercise
of such Warrants on the terms specified in such Warrant Certificate and in the Warrant Indenture.


 


The undersigned hereby
acknowledges that the undersigned is aware that the Common Shares received on exercise may be subject to restrictions on resale
under applicable securities legislation.


 


Any capitalized
term in this Warrant Certificate that is not otherwise defined herein, shall have the meaning ascribed thereto in the Warrant Indenture.


 


The undersigned represents,
warrants and certifies as follows (one (only) of the following must be checked):


 


		 ̈	(A)          the undersigned holder at the time
of exercise of the Warrants (i) is not in the United States, (ii) is not a U.S. Person , (iii) is not exercising the Warrants on
behalf of or for the account or benefit of a U.S. Person or a person in the United States, (iv) did not execute or deliver this
exercise form in the United States and (v) delivery of the underlying Common Shares will not be to an address in the United States,
(vi) exercise of the Warrants is not being made pursuant to an offer made while the undersigned holder was in the United States
(vii) has completed a Regulation S Certificate in substantially the form attached to the Warrant Indenture as Schedule “D”,
or an opinion of counsel of recognised standing in form and substance reasonably satisfactory to the Corporation and the Warrant
Agent that the exercise is exempt from the registration requirements of the U.S. Securities Act and that the issuance of shares
is in compliance with the U.S. Securities Act; OR



 




    B-1


     


    

 


		 ̈	(B)          the undersigned holder (a) is the
original U.S. purchaser who purchased the Warrants pursuant to the Company’s Unit offering who delivered the Certificate
of U.S. Purchaser attached to the subscription agreement in connection with its purchase of Units, (b) is exercising the Warrants
for its own account or for the account of a disclosed principal that was named in the subscription agreement pursuant to which
it purchased such Units, and (c) is, and such disclosed principal, if any, is an "accredited investor" as defined in
Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) at
the time of exercise of these Warrants and the representations and warranties of the holder made in the original subscription agreement
including the Certificate of U.S. Purchaser remain true and correct as of the date of exercise of these Warrants in relation to
the exercise of these Warrants; OR



 


		 ̈	(C)          if the undersigned holder is (i)
a holder in the United States, (ii) a U.S. Person, (iii) a person exercising for the account or benefit of a U.S. Person, (iv)
executing or delivering this exercise form in the United States or (v) requesting delivery of the underlying Common Shares in the
United States, the undersigned holder has delivered to the Corporation and the Corporation’s transfer agent (a) a completed
and executed U.S. Purchaser Letter in substantially the form attached to the Warrant Indenture as Schedule “C” or (b)
an opinion of counsel of recognized standing (which will not be sufficient unless it is in form and substance reasonably satisfactory
to the Corporation and Warrant Agent) or such other evidence reasonably satisfactory to the Corporation and Warrant Agent to the
effect that with respect to the Common Shares to be delivered upon exercise of the Warrants, the issuance of such securities has
been registered under the U.S. Securities Act and applicable United States state securities laws, or an exemption from such registration
requirements is available.



 


It is understood that
the Corporation and Computershare Trust Company of Canada may require evidence to verify the foregoing representations.


 


Notes:


 


		(1)	Certificates or DRS Advice Slip will not be registered or delivered to an address in the United
States unless Box B or C above is checked.



 


		(2)	If Box C above is checked, holders are encouraged to consult with the Corporation and the Warrant
Agent in advance to determine that the legal opinion tendered in connection with the exercise will be satisfactory in form and
substance to the Corporation and the Warrant Agent.



 




    B-2


     


    

 


ALL CERTIFICATES OR
DRS ADVICE SLIP EVIDENCING COMMON SHARES ISSUABLE UPON THE EXERCISE OF THE WARRANTS WILL BEAR THE LEGENDS SET FORTH IN SECTION
3.3(4) OF THE WARRANT INDENTURE.


 


“United
States” and “U.S. Person” are as defined in Rule 902 of Regulation S under the U.S. Securities Act.


 


The undersigned hereby
irrevocably directs that the said Common Shares be issued, registered and delivered as follows:


 


	Name(s) in Full and

Social Insurance

Number(s)

(if applicable)	 	Address(es)	 	Number of

Common Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Please print full name
in which certificates representing the Common Shares are to be issued. If any Common Shares are to be issued to a person or persons
other than the registered holder, the registered holder must pay to the Warrant Agent all eligible transfer taxes or other government
charges, if any, and the Form of Transfer must be duly executed.


 


Once completed and
executed, this Exercise Form must be mailed or delivered to Computershare Trust Company of Canada, c/o General Manager, Corporate
Trust.


 




    B-3


     


    

 


DATED
this ____day of _____, 20__.


 


	 	)

                                      )

                                      )

                                      )

                                      )

                                      )

                                      )
	 
	 	 
	Witness	
        (Signature of Warrantholder, to be the same as

        appears on the face of this Warrant Certificate)

         

	 	 
	 	 Name of Registered Warrantholder


 


 ̈          Please
check if the certificates representing the Common Shares are to be delivered at the office where this Warrant Certificate is surrendered,
failing which such certificates will be mailed to the address set out above. Certificates will be delivered or mailed as soon as
practicable after the surrender of this Warrant Certificate to the Warrant Agent.


 




    B-4


     


    

 


SCHEDULE “C”


 


FORM OF U.S. PURCHASER CERTIFICATION
UPON EXERCISE OF WARRANTS


 


NIOCORP DEVELOPMENTS LTD. 


 


Attention: President and Chief Executive
Officer


 


- and to -


 


Computershare Trust Company of Canada.


 


as Warrant Agent


 


Dear Sirs:


 


We are delivering this letter in connection
with the purchase of common shares (the “Common Shares”) of NIOCORP DEVELOPMENTS LTD., a corporation incorporated under
the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”),
issued under the warrant indenture dated as of February 14, 2017 between the Corporation and Computershare Trust Company of Canada.


 


We hereby confirm that:


 


		(a)	we are an institutional “accredited investor” (satisfying one or more of the criteria
set forth in Rule 501 (a)(1),(2),(3) or (7) of Regulation D under the United States Securities Act of 1933 (the “U.S. Securities
Act”));



 


		(b)	we are purchasing the Common Shares for our own account;



 


		(c)	we have such knowledge and experience in financial and business matters that we are capable of
evaluating the merits and risks of purchasing the Common Shares;



 


		(d)	we are not acquiring the Common Shares with a view to distribution thereof or with any present
intention of offering or selling any of the Common Shares, except (A) to the Corporation, (B) pursuant to an effective registration
statement under the U.S. Securities Act or (C) inside the United States in accordance with Rule 144 under the U.S. Securities Act,
if applicable, and in compliance with applicable United States state securities laws;



 


		(e)	we acknowledge that we have had access to such financial and other information as we deem necessary
in connection with our decision to exercise the Warrants and purchase the Common Shares; and



 




    C-1


     


    

 


		(f)	we acknowledge that we are not purchasing the Common Shares as a result of any general solicitation
or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine
or similar media or broadcast over radio, television, or any seminar or meeting whose attendees have been invited by general solicitation
or general advertising.



 


We understand that
the Common Shares are being offered in a transaction not involving any public offering within the United States within the meaning
of the U.S. Securities Act and that the Common Shares have not been and will not be registered under the U.S. Securities Act. We
further understand that any Common Shares acquired by us will be in the form of definitive physical certificates and that such
certificates will bear a legend reflecting the fact that we will not offer, sell or otherwise transfer any of the Common Shares,
directly or indirectly, unless (i) the sale is to the Corporation; (ii) the sale is made pursuant to an effective registration
statement under the U.S. Securities Act; or (iii) the sale is made in the United States (A) pursuant to an exemption from registration
under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities
laws or (B) pursuant to a transaction that does not require registration under the U.S. Securities Act or applicable state securities
laws, and in the case of each of (A) and (B), the seller has furnished to the Corporation an opinion to such effect from counsel
of recognized standing reasonably satisfactory to the Corporation prior to such offer, sale or transfer.


 


We acknowledge that
you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in
writing if any of our representations or warranties herein ceases to be accurate or complete.


 


DATED
this ____day of _____, 20__.


 


	 	 	(Name of U.S. Purchaser)
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 




    C-2


     


    

 


SCHEDULE “D”


 


FORM OF REGULATION S CERTIFICATION
UPON EXERCISE OF WARRANTS


 


NIOCORP DEVELOPMENTS LTD. 


 


Attention: President and Chief Executive
Officer


 


- and to -


 


Computershare Trust Company of Canada.


 


as Warrant Agent


 


Dear Sirs:


 


We are delivering this letter in connection
with the purchase of common shares (the “Common Shares”) of NIOCORP DEVELOPMENTS LTD., a corporation incorporated under
the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”),
issued under the warrant indenture dated as of February 14, 2017 between the Corporation and Computershare Trust Company of Canada.


 


We hereby confirm that:


 


		(a)	the Common Shares have not been and will not be, prior to distribution, registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of
the United States and that the offer and sale of the Common Shares to us will be made in reliance upon an exclusion from the registration
requirements of the U.S. Securities Act under Regulation S thereunder (“Regulation S”);



 


		(b)	we are purchasing the Common Shares for our own account or for the account of one or more persons
for whom we are 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 we nor any
Disclosed Subscriber for whose account we are purchasing the Common Shares 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 Common Shares
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 us from selling or otherwise disposing
of any of the Common Shares pursuant to registration thereof pursuant to the U.S. Securities Act and any applicable state securities
laws or under an exemption from such registration requirements;



 




    D-1


     


    

 


		(c)	we have such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Common Shares and is able, without impairing its financial condition, to hold such
Common Shares for an indefinite period of time and to bear the economic risks of, and withstand a complete loss of, such investment;



 


		(d)	neither we 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 Common Shares for the account or benefit of a U.S. Person or person in the United States, (B) the Common
Shares were not offered to us or the Disclosed Subscriber, if any, in the United States and (C) at the time we submitted the Exercise
Notice, we (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 U.S. Securities Act;



 


		(g)	we did not receive the offer to purchase the Common Shares as a result of, nor will we engage in,
any directed selling efforts (as defined in Regulation S);



 


		(h)	we agree not to engage in hedging transactions in the Common Shares except in compliance with the
U.S. Securities Act;



 


		(i)	we agree that prior to the expiration of the one-year distribution compliance period set forth
in Rule 903(b)(3) of Regulation S under the U.S. Securities Act with regard to the Common Shares, we will not offer, sell or transfer,
directly or indirectly, any of the Common Shares except in accordance with the provisions of Regulation S, pursuant to registration
under the U.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act;



 


		(j)	we understand and acknowledge that the Common Shares are “restricted securities” within
the meaning of Rule 144 under the U.S. Securities Act, and that if in the future we decide 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 U.S. Securities Act; (c) in accordance with
Rule 144 under the U.S. Securities 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 U.S. Securities 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 U.S. Securities Act



 




    D-2


     


    

 


		(k)	we acknowledge and agree that the Issuer is hereby bound by this Agreement and its agreements with
its transfer agent to refuse to register any transfer of the Common Shares not made in accordance with Regulation S, pursuant to
registration under the U.S. Securities Act or pursuant to an available exemption from registration under the U.S. Securities Act
and in compliance with any applicable local laws and regulations; the Subscriber consents to the Corporation making a notation
on its records or giving instructions to any transfer agent of the Common Shares in order to implement the restrictions on transfer
set forth and described herein;



 


		(l)	the Subscriber acknowledges that upon the issuance of the Common Shares, and until such time as
the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws
and regulations, the certificates representing the Common Shares, 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.”


 




    D-3


     


    

 


if any of the Common Shares are
being sold pursuant to clause (C) in the legend above, the legend may be removed by delivery to Computershare Investor Services
Inc. of an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation, to the effect that
the legend is no longer required under applicable requirements of the U.S. Securities Act;


 


		(m)	we acknowledge that the Corporation 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 Common Shares upon any resale made pursuant to Rule 903 or 904 of Regulation S; therefore the
certificates representing the Common Shares which bear such legend may not constitute “good delivery” in settlement
of transactions on stock exchanges;



 


		(n)	we understand that (i) the Corporation 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 Corporation is deemed to be, or to have been at any time previously, a Shell Company,
Rule 144 under the U.S. Securities Act may not be available for resales of the Common Shares, and (iii) except as set forth in
the Subscription Agreement, the Corporation is not obligated to make Rule 144 under the U.S. Securities Act available for resales
of the Common Shares;



 




    D-4


     


    

 


		(o)	we have been independently advised as to the applicable hold period and restrictions with respect
to trading imposed in respect of the Common Shares by securities legislation in the jurisdiction in which we reside, and confirm
that no representation has been made respecting the applicable hold periods for such Common Shares and is aware of the risks and
other characteristics of the Common Shares and of the fact that we may not be able to resell any of the Common Shares except in
accordance with applicable securities legislation and regulatory policy; and



 


		(p)	we understand and acknowledge that we are making the representations and warranties and agreements
contained herein with the intent that the they may be relied upon by the Corporation, in determining its eligibility or (if applicable)
the eligibility of others on whose behalf we are contracting hereunder to purchase the Common Shares.



 


We acknowledge that
you will rely upon our confirmations, acknowledgements and agreements set forth herein, and we agree to notify you promptly in
writing if any of our representations or warranties herein ceases to be accurate or complete.


 


DATED
this ____day of _____, 20__.


 


	 	 	(Name of Purchaser)
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:


 




    D-5