Exhibit 4.2


 


THE SECURITIES TO WHICH THIS
SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS
DEFINED IN REGULATION S OF THE 1933 ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN ACCORDANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH
THE 1933 ACT. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN THE LIMITED
CIRCUMSTANCES PROVIDED HEREIN PURSUANT TO TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


 


NIOCORP DEVELOPMENTS
LTD.


UNIT SUBSCRIPTION
AGREEMENT


 


		TO:	NIOCORP
                                         DEVELOPMENTS LTD. (the “Issuer”)



 


The undersigned (hereinafter referred
to as the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from the Issuer the number
of units of the Issuer (the “Units”) set forth below for the aggregate subscription price set forth below (the
“Subscription Price”), representing a subscription price of C$0.70 per Unit, upon and subject to the terms
and conditions, and the covenants, representations and warranties set forth in this Subscription Agreement (as defined below),
including the attached “Terms and Conditions of Subscription” (including, without limitation, the representations,
warranties and covenants set forth in the applicable schedules attached hereto). Each Unit is comprised of one common share in
the capital of the Issuer (a “Unit Share”) and one common share purchase warrant (a “Warrant”)
of the Issuer. Each Warrant will entitle the holder to acquire one additional common share in the capital of the Issuer (a “Warrant
Share”), exercisable for a period of 36 months following the Closing at an exercise price of C$0.85 per Warrant Share.
The Subscriber further agrees, without limitation, that the Issuer may rely upon the Subscriber’s representations, warranties
and covenants contained in this Subscription Agreement.


 


SUBSCRIPTION AND SUBSCRIBER
INFORMATION


 


Please print all information
(other than signatures), as applicable, in the space provided below.


 


	Amount of
                           Subscription

         

        Number of Units: __________________
        x C$0.70

        Aggregate Subscription Price: C$_________________

         

        Subscriber’s Information
        and Signature

         

         

        Name of Subscriber – please
        print

         

        Signature (of individual or authorized
        signatory)

         

        Official Capacity or Title (of
        authorized signatory,

        if applicable)

         

        Please print name of individual
        whose signature appears above if different than the name of the Subscriber printed above.

         

        Subscriber’s Residential
        Address

         

         

         

        Subscriber’s Telephone Number
	 	Beneficial
                           Owner of Subscriber

         

        If the Subscriber is not an individual,
        the Subscriber represents and warrants that it has  ̈ / does not have
         ̈ (check one) a Beneficial Owner (as defined in the Terms and Conditions
        of Subscription) and, if it has a Beneficial Owner, the name and address of the Beneficial Owner is as follows:

         

        Name of Beneficial Owner

         

        Residential Address of Beneficial
        Owner

         

        

        

         

        Principal Information

         

        If the Subscriber is signing as an
        agent for a principal and is not deemed to be purchasing as principal as set out below, the Subscriber hereby represents
        and warrants that the name and residential address of such principal is as follows:

         

        Name of Principal

         

        Principal’s Residential
        Address

         



 


	Registration
                           Instructions (if different from the Subscriber’s name and address given under Subscriber’s
                           Information):

         

        Name

         

        Account reference, if applicable

         

        Address (including postal code)

         

        Telephone Number and Contact Name
	 	Delivery
                           Instructions (if different from the Subscriber’s name and address given under Subscriber’s
                           Information):

         

        Name

         

        Account reference, if applicable

         

        Address (including postal code)

         

        Telephone Number and Contact Name



 




     


     


    

 


Present Ownership of Securities


 


The Subscriber either [check appropriate
box]:


 


		 ̈	does
                                         not currently own directly or indirectly, or exercises control or direction over, any
                                         common shares in the capital of the Issuer or securities convertible into common shares
                                         in the capital of the Issuer; or





		 ̈	owns
                                         directly or indirectly, or exercises control or direction over, __________ common shares
                                         in the capital of the Issuer, and convertible securities entitling the Subscriber to
                                         acquire an additional __________ common shares in the capital of the Issuer.


 


Insider Status 


 


The Subscriber either [check appropriate
box]:


 


		 ̈	is
                                         an “Insider” of the Issuer as defined in the Securities Act (British
                                         Columbia); or





		 ̈	is
                                         not an Insider of the Issuer.


 


Registrant Status 


 


The Subscriber either [check appropriate
box]:


 





		 ̈	is
                                         a “Registrant” as defined in the Securities Act (British Columbia);
                                         or





		 ̈	is
                                         not a “Registrant”.




 


U.S. Purchaser Status


 


The Subscriber either [check appropriate
box]:


 


		 ̈	is
                                         a “U.S. Purchaser” as defined in the Terms and Conditions below; or





		 ̈	is
                                         not a “U.S. Purchaser”.


 




    	 	ii	 



     


    

 


ACCEPTANCE


 


The Issuer hereby accepts the
subscription as set forth above on the terms and conditions contained in this Subscription Agreement.


 


DATED as of ___________________,
2017.


 


	 	NIOCORP DEVELOPMENTS LTD.
	 	 
	 	Per:	 
	 	 	Authorized Signatory


 




    	 	iii	 



     


    

 


NIOCORP DEVELOPMENTS LTD.


 


SUBSCRIPTION FOR UNITS


 


INSTRUCTIONS


 


To properly complete this Subscription
Agreement, you must:


 


If you are resident in Canada or otherwise
subject to Canadian securities laws and are not a U.S. Person (as defined below):


 


		(1)	Complete and execute
                                         the first two pages.



 


		(2)	Complete and execute Schedule B
                                         – Accredited Investor Status Certificate.



 


		(3)	Complete and execute Schedule C
                                         – Regulation S Certificate.



 


		(4)	If you desire to be named in the Registration
                                         Statement, complete and execute Schedule E – Selling Shareholder Questionnaire.



 


If you are resident in the United States
and/or are a U.S. Purchaser (as defined below):


 


		(1)	Complete and execute
                                         the first two pages.



 


		(2)	Complete and execute Schedule B
                                         – Accredited Investor Status Certificate.



 


		(3)	Complete and execute Schedule D
                                         – U.S. Purchaser Certificate.



 


		(4)	If you desire to be named in the Registration
                                         Statement, complete and execute Schedule E – Selling Shareholder Questionnaire.



 


If you are resident outside of the
United States and Canada, are not a U.S. Person (as defined below) and are not otherwise subject to Canadian or United States
securities laws:


 


		(1)	Complete and execute the first two pages.



 


		(2)	Complete and execute Schedule C
                                         – Regulation S Certificate.



 


		(3)	If you desire to be named in the Registration
                                         Statement, complete and execute Schedule E – Selling Shareholder Questionnaire.



 




    	 	iv	 



     


    

 


Procedure and Delivery:


 


The signed Subscription Agreement, including
all required schedules, should be filled out, signed and delivered with payment by no later than 5:00 p.m. (Vancouver time) on
February 3, 2017 (or such other time, date or place as the Subscriber may be advised) to


 


NioCorp Developments Ltd.

7000 South Yosemite Street, Suite115

Centennial, CO 80112


 


		Attention:	Jim Sims



		Email:	jim.sims@niocorp.com



 


Payment for the Subscription Price should
be made by a certified cheque, bank draft, money order, or confirmation of wire transfer for the subscription funds in Canadian
dollars made payable to “NioCorp Developments Ltd.”. Please refer to the Issuer’s wire transfer instructions
at Schedule F.


 




    	 	v	 



     


    

 


TERMS AND CONDITIONS OF SUBSCRIPTION



 


UNITS OF NIOCORP DEVELOPMENTS LTD.


 


The Subscriber understands that the Issuer
intends to offer (the “Offering”) up to 6,785,714 Units at a price of C$0.70 per Unit to eligible investors
for aggregate gross proceeds of up to approximately C$4,750,000. The Unit Shares, the Warrants and the Warrant Shares are collectively
referred to as the “Securities”.


 


		1.	Definitions
                                         and Interpretation



 


		(a)	In this Subscription Agreement,
                                         unless the context required otherwise:



 


		(i)	“1933 Act” means
                                         the United States Securities Act of 1933, as amended;



 


		(ii)	“B.C. Act” means
                                         the Securities Act (British Columbia), the regulations and rules made thereunder
                                         and all administrative policy statements, blanket orders, notices, directions and rulings
                                         issued or adopted by the British Columbia Securities Commission, all as amended;



 


		(iii)	“Business Day”
                                         means a day other than a Saturday, Sunday or a holiday on which principal chartered banks
                                         located in Vancouver, British Columbia are not open for business;



 


		(iv)	“Closing” has
                                         the meaning set forth in section 5;



 


		(v)	“Closing Date”
                                         means the date or dates of completion of the sale of Units under the Offering as may
                                         be determined by the Issuer;



 


		(vi)	“Closing Time”
                                         means 10 a.m. (Vancouver time), or such other time as may be determined by the Issuer;



 


		(vii)	“Disclosed Principal”
                                         means a purchaser that is purchasing the Subscriber’s Units through an agent or
                                         trustee for beneficial principal(s);



 


		(viii)	“Exchange”
                                         means the Toronto Stock Exchange;



 


		(ix)	“FSE” means the
                                         Frankfurt Stock Exchange;



 


		(x)	“International Jurisdiction”
                                         has the meaning set forth in section 9(l);



 


		(xi)	“Insider” has
                                         the meaning set forth in section 1(1) of the B.C. Act;



 


		(xii)	“Issuer” means
                                         NioCorp Developments Ltd.;



 


		(xiii)	“NI 45-106”
                                         means National Instrument 45-106 Prospectus Exemptions published by the Canadian
                                         Securities Administrators;



 


		(xiv)	“Offering” has
                                         the meaning set forth on the fifth page of this Subscription Agreement;



 




    	 	1	 



     


    

 


		(xv)	“OTCQX” means
                                         the OTC Markets Group’s OTCQX exchange;



 


		(xvi)	“Parties” means
                                         collectively, the Subscriber and the Issuer and “Party” means any
                                         one of them, as the context requires;



 


		(xvii)	“person” means
                                         any individual (whether acting as an executor, trustee, administrator, legal representative
                                         or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint
                                         venture, trustee, trust, fund, unincorporated organization or association and every other
                                         form of legal or business entity of whatsoever nature or kind, and pronouns have a similar
                                         extended meaning;



 


		(xviii)	“Personal Information”
                                         means any information about a person (whether individual or otherwise) and includes information
                                         contained in this Subscription Agreement, including the Schedules incorporated by reference
                                         herein;



 


		(xix)	“Regulatory Authorities”
                                         has the meaning set forth in section 6;



 


		(xx)	“Securities”
                                         has the meaning set forth on the first page of the Terms and Conditions of this Subscription
                                         Agreement;



 


		(xxi)	“Securities Laws”
                                         means the applicable Canadian provincial securities laws and United States federal and
                                         state securities laws and all applicable rules, regulations, notices and policies promulgated
                                         or published thereunder together with all applicable and legally enforceable published
                                         policy statements, policies, rules, blanket orders, rulings and notice of applicable
                                         securities regulatory authorities, as well as the published policies and rules of the
                                         Exchange;



 


		(xxii)	“Subscriber”
                                         means the subscriber for Units as set out on the face page of this Subscription Agreement
                                         and includes, as applicable, the Disclosed Principal unless the context otherwise requires;



 


		(xxiii)	“Subscriber’s
                                         Units” means those Units that the Subscriber has agreed to purchase under this
                                         Subscription Agreement;



 


		(xxiv)	“Subscription Agreement”
                                         or “Agreement” means this subscription agreement (including the schedules
                                         hereto) and any instrument amending this Subscription Agreement; “hereof”,
                                         “hereto”, “hereunder”, “herein” and similar expressions
                                         mean and refer to this Subscription Agreement and not to a particular section or clause;
                                         and the expression “section” or “clause” followed by a number
                                         or letter means and refers to the specified section or clause of this Subscription Agreement;



 


		(xxv)	“Subscription Price”
                                         has the meaning set forth on the face page of this Subscription Agreement;



 


		(xxvi)	“Unit” has
                                         the meaning set forth on the face page of this Subscription Agreement;



 




    	 	2	 



     


    

 


		(xxvii)	“Unit Share”
                                         has the meaning set forth on the face page of this Subscription Agreement;



 


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



 


		(xxix)	“U.S. Person”
                                         has the meaning set forth in Rule 902(k) of Regulation S promulgated under the 1933 Act;



 


		(xxx)	“U.S. Purchaser”
                                         is (a) any U.S Person, (b) any person purchasing securities for the account or benefit
                                         of any U.S. Person or person in the United States, (c) any person who receives or received
                                         an offer to acquire the Securities while in the United States, and (d) any person who
                                         is, or whose authorized signatory is, in the United States at the time such person's
                                         buy order was made or this Subscription Agreement was executed or delivered;



 


		(xxxi)	“Warrant” has
                                         the meaning set forth on the face page of this Subscription Agreement; and



 


		(xxxii)	“Warrant Share”
                                         has the meaning set forth on the face page of this Subscription Agreement.



 


		(b)	Time is of the essence of this
                                         Agreement.



 


		(c)	This Agreement is to be read with
                                         all changes in gender or number as required by the context.



 


		(d)	The headings in this Agreement
                                         are for convenience of reference only and do not affect the interpretation of this Agreement.



 


		(e)	In this Agreement, unless otherwise
                                         stated, all references to “$” and “C$” are references to Canadian
                                         dollars.



 


		2.	Subscription
                                         for Units



 


		(a)	The Subscriber hereby confirms
                                         its irrevocable subscription for the Units from the Issuer, on and subject to the terms
                                         and conditions set out in this Subscription Agreement, for the Subscription Price which
                                         is payable as described herein. The Subscriber acknowledges (on its own behalf and including,
                                         if applicable, on behalf of each Disclosed Principal) that upon acceptance by the Issuer
                                         of this Subscription Agreement, the Subscription Agreement will constitute a binding
                                         obligation of the Subscriber (including if applicable, each Disclosed Principal), subject
                                         to the terms and subject to the conditions set out in this Subscription Agreement.



 


		(b)	The Units will be issued and registered
                                         in the name of the Subscriber as per the instructions on the face page of this Subscription
                                         Agreement.



 




    	 	3	 



     


    

 


		3.	The Offering



 


The Subscriber acknowledges that the Units
being subscribed for hereunder form part of a larger Offering by the Issuer on a non-brokered basis of up to 6,785,714 Units at
a purchase price of C$0.70 per Unit for aggregate gross proceeds of up to C$4,750,000.


 


The Subscriber further understands that
there is no minimum number of Units that must be sold pursuant to the Offering and accordingly, the Subscriber may be the sole
purchaser of Units.


 


		4.	Partial
                                         Acceptance or Rejection of Subscription



 


The Issuer may, in its absolute discretion,
accept or reject the Subscriber’s subscription for Units as set forth in this Subscription Agreement, in whole or in part,
and the Issuer reserves the right to allot to the Subscriber less than the amount of Units subscribed for under this Subscription
Agreement. The Subscriber acknowledges and agrees that the acceptance of this Subscription Agreement will be conditional upon,
among other things, the sale of the Units to the Subscriber being exempt from any prospectus and offering memorandum requirements
of applicable Securities Laws and the equivalent provisions of securities laws of any other applicable jurisdiction.


 


If this Subscription Agreement is rejected
in whole, any certified cheque, money order, bank draft or other forms of payment delivered by the Subscriber on account of the
Subscription Price for the Units subscribed for will be promptly returned to the Subscriber without interest. If this Subscription
Agreement is accepted only in part, payment representing the amount by which the payment delivered by the Subscriber to the Issuer
exceeds the Subscription Price of the number of Units sold to the Subscriber pursuant to a partial acceptance of this Subscription
Agreement will be promptly delivered to the Subscriber without interest.


 


		5.	Closing



 


Delivery and sale of the Units and payment
of the Subscription Price will be completed (the “Closing”) at the offices of Miller Thomson LLP, 1000-840
Howe Street, Vancouver, British Columbia at the Closing Time or at such other place and time as the Issuer may elect on such date
or dates to be determined by the Issuer. Closing of the Offering will only occur if, prior to the Closing Time, the terms and
conditions contained in this Subscription Agreement have been complied with to the satisfaction of the Issuer, or waived by the
Issuer, including receipt by the Issuer of all completed Subscription Agreements and payment of the Subscription Price for all
of the Units sold pursuant to the Offering.


 


If, prior to the Closing Time, the terms
and conditions contained in this Subscription Agreement (other than delivery by the Issuer to the Subscriber of certificates representing
the Units) have not been complied with to the satisfaction of the Issuer, or waived by the Issuer, the Issuer and the Subscriber
will have no further obligations under this Subscription Agreement.


 


The Subscriber acknowledges that the Offering
may be completed at one or more partial closings in the discretion of the Issuer and that the Closing as contemplated in this
Subscription Agreement may be effected at one or more of such partial closings.


 


		6.	Conditions
                                         of Closing



 


This Subscription Agreement shall be subject
to acceptance by the Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction
with respect to the Issuer (collectively, the “Regulatory Authorities”).


 




    	 	4	 



     


    

 


The Subscriber acknowledges and agrees
that the obligations of the Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber
contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement,
and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions
as soon as possible and in any event not later than the Closing Time:


 


		(a)	the Subscriber having properly
                                         completed, signed and delivered this Subscription Agreement (with payment), to:



 


NioCorp Developments Ltd.

7000 South Yosemite Street, Suite115

Centennial, CO 80112


 


		Attention:	Jim Sims



		Email:	jim.sims@niocorp.com



 


		(b)	if required by this Subscription
                                         Agreement, the Subscriber having properly completed, signed and delivered the Accredited
                                         Investor Status Certificate attached as Schedule B hereto (if applicable), the Regulation
                                         S Certificate attached as Schedule C hereto (if applicable) and the U.S. Purchaser Certificate
                                         attached as Schedule D hereto (if applicable);



 


		(c)	the Issuer having accepted this
                                         Subscription Agreement;



 


		(d)	payment by the Subscriber of the
                                         Subscription Price by:



 


		(i)	certified cheque or bank draft
                                         or other acceptable means in Canadian dollars payable to the Issuer; or



 


		(ii)	a wire transfer of immediately
                                         available Canadian funds representing the Subscription Price payable by the Subscriber
                                         for the Subscriber’s Units delivered to the Issuer.



 


		7.	Authorization
                                         of the Issuer



 


The Subscriber irrevocably authorizes
the Issuer, in its discretion, to act as the Subscriber’s representative at the Closing, and hereby appoints the Issuer,
with full power of substitution, as its true and lawful attorney with full power and authority in the Subscriber’s place
and stead:


 


		(a)	to receive certificates representing
                                         the Units, to execute in the Subscriber’s name and on its behalf all closing receipts
                                         and required documents, to complete and correct any errors or omissions in any form or
                                         document provided by the Subscriber in connection with the subscription for the Units
                                         and to approve any opinion, certificate or other document addressed to the Subscriber;
                                         and



 


		(b)	to terminate this Subscription
                                         Agreement if any condition precedent is not satisfied, in such manner and on such terms
                                         and conditions as Issuer in their sole discretion may determine.



 




    	 	5	 



     


    

 





This power of attorney is irrevocable,
is coupled with an interest and has been given for valuable consideration, the receipt and adequacy of which are acknowledged.
This power of attorney and other rights and privileges granted under this section will survive any legal or mental incapacity,
dissolution, bankruptcy or death of the Subscriber (including any Disclosed Principal). This power of attorney extends to the
heirs, executors, administrators, other legal representatives and successors, transferees and assigns of the Subscriber (including
any Disclosed Principal). Any person dealing with the Issuer may conclusively presume and rely upon the fact that any document,
instrument or agreement executed by the Issuer pursuant to this power of attorney is authorized and binding on the Subscriber
(including any Disclosed Principal), without further inquiry. The Subscriber (including any Disclosed Principal) agrees to be
bound by any representations or actions made or taken by the Issuer pursuant to this power of attorney, and waives any and all
defences that may be available to contest, negate or disaffirm any action of the Issuer taken in good faith under this power of
attorney.


 


		8.	Representations,
                                         Warranties and Covenants of the Issuer



 


The Issuer hereby represents and warrants
to, and covenants with, the Subscriber as follows and acknowledges that the Subscriber is relying on such acknowledgements, representations,
warranties and covenants in connection with the transactions contemplated herein:


 


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



 


		(b)	the Issuer is duly registered and
                                         licensed to carry on business in the jurisdictions in which it carries on business or
                                         owns property where required under the laws of that jurisdiction;



 


		(c)	this Subscription Agreement has
                                         been or will be by the Closing, duly authorized by all necessary corporate action on
                                         the part of the Issuer, and the Issuer has or will have by the Closing full corporate
                                         power and authority to undertake the Offering;



 


		(d)	the common shares of the Issuer
                                         are, and will continue to be as of the Closing Date, listed and posted for trading on
                                         the Exchange;



 


		(e)	the Issuer has complied, or will
                                         comply, with all applicable corporate and securities laws and regulations in connection
                                         with the offer, sale and issuance of the Securities;



 


		(f)	no order ceasing or suspending
                                         trading in the securities of the Issuer or prohibiting sale of its securities has been
                                         issued to the Issuer or its directors, officers or promoters;



 


		(g)	the Issuer is a “reporting
                                         issuer” in the provinces of British Columbia, Alberta, Saskatchewan, Ontario and
                                         New Brunswick and is not included on the list of defaulting reporting issuers issued
                                         by the securities regulators in those jurisdictions;



 


		(h)	upon their issuance on the Closing
                                         Date, the Unit Shares will be validly issued and outstanding as fully paid and non-assessable
                                         common shares in the capital of the Issuer;



 


		(i)	upon exercise of the Warrants in
                                         accordance with the terms thereof, the Warrant Shares will be validly issued and outstanding
                                         as fully paid and non-assessable common shares in the capital of the Issuer;



 


		(j)	there is no “material fact”
                                         or “material change” (as those terms are defined in applicable Securities
                                         Laws) in the affairs of the Issuer that has not been generally disclosed to the public;
                                         and



 




    	 	6	 



     


    

 


		(k)	this Subscription Agreement constitutes
                                         a binding and enforceable obligation of the Issuer, enforceable in accordance with its
                                         terms.



 


		9.	Representations,
                                         Warranties, Covenants and Acknowledgements of the Subscriber



 


By executing this Subscription Agreement,
the Subscriber (on its own behalf and, including if applicable, on behalf of each Disclosed Principal) represents, warrants, covenants
and acknowledges to and with the Issuer (and acknowledges that the Issuer is relying thereon) that:


 


Authorization and
Effectiveness


 


		(a)	if the Subscriber is an individual,
                                         the Subscriber is of the full age of majority in the jurisdiction in which this Subscription
                                         Agreement is executed and is legally competent to execute, deliver and be bound by this
                                         Subscription Agreement, to perform all of its obligations hereunder and to undertake
                                         all actions required of the Subscriber hereunder;



 


		(b)	if the Subscriber is a corporation,
                                         the Subscriber is a valid and subsisting corporation, has the necessary corporate capacity
                                         and authority to enter into and to observe and perform its covenants and obligations
                                         under this Agreement and has taken all necessary corporate action in respect thereof;



 


		(c)	if the Subscriber is a partnership,
                                         syndicate or other unincorporated form of organization, the Subscriber has the necessary
                                         legal capacity and authority to execute and deliver this Agreement and perform its covenants
                                         and obligations hereunder and has obtained all necessary approvals thereof;



 


		(d)	if the Subscriber is acting as
                                         principal, this Subscription Agreement has been duly and validly authorized, executed
                                         and delivered by the Subscriber, and, when accepted by the Issuer, will constitute a
                                         legal, valid and binding obligation enforceable against the Subscriber in accordance
                                         with the terms hereof (subject to bankruptcy, insolvency and other laws limiting the
                                         enforceability of creditors’ rights and subject to the qualification that equitable
                                         remedies may only be granted in the discretion of a court of competent jurisdiction);



 


		(e)	if the Subscriber is acting as
                                         agent or trustee (including, for greater certainty, a portfolio manager or comparable
                                         adviser) for a principal, the Subscriber is duly authorized to execute and deliver this
                                         Subscription Agreement and all other necessary documents in connection with such subscription
                                         on behalf of such principal, and this Subscription Agreement has been duly and validly
                                         authorized, executed and delivered by or on behalf of, and, when accepted by the Issuer,
                                         will constitute a legal, valid, binding obligation enforceable in accordance with the
                                         terms hereof (subject to bankruptcy, insolvency and other laws limiting the enforceability
                                         of creditors rights and subject to the qualification that equitable remedies may only
                                         be granted in the discretion of a court of competent jurisdiction) against, such principal;



 


		(f)	the execution and delivery of this
                                         Subscription Agreement, the performance and compliance with the terms hereof, the subscription
                                         for the Units and the completion of the transactions contemplated hereby will not result
                                         in any material breach of, or be in conflict with or constitute a material default under,
                                         or create a state of facts which, after notice or lapse of time, or both, would constitute
                                         a material default under any term or provision of the constating documents, by-laws or
                                         resolutions of the Subscriber (if not an individual), the Securities Laws or any other
                                         applicable law, any agreement to which the Subscriber is a party or any applicable regulation,
                                         judgment, decree, order or ruling;



 




    	 	7	 



     


    

 


		(g)	the Subscriber is not one of a
                                         combination of shareholders of the Issuer or investors in the Offering (including by
                                         acting jointly or in concert with any such shareholder or investor) as a consequence
                                         of which the issuance of Units to the Subscriber hereunder (assuming the exercise of
                                         any convertible securities of the Issuer currently held by the Subscriber and any such
                                         other shareholders or investors) will result in, or be part of a transaction that will
                                         result in, the creation of a new “Insider” or “Control Person”
                                         of the Issuer under the policies of the Exchange and Securities Laws;



 


Residence


 


		(h)	the Subscriber is a resident of,
                                         or is otherwise subject to the laws of, the jurisdiction disclosed under “Subscriber’s
                                         Residential Address” on the face page of this Subscription Agreement, and that
                                         such address is the residence of the Subscriber or the place of business of the Subscriber
                                         at which the Subscriber received and accepted the offer to acquire the Units and was
                                         not created or used solely for the purpose of acquiring the Units;



 


Disclosure if Purchasing
as Agent or Trustee


 


		(i)	if the Subscriber is not subscribing
                                         as principal, the Subscriber acknowledges that the Issuer may be required by law to disclose
                                         to applicable securities regulatory authorities or stock exchanges information concerning
                                         the identities of each beneficial purchaser for whom the Subscriber is acting hereunder;



 


Eligibility to
Purchase under Prospectus Exemption


 


		(j)	if the Subscriber (or any Disclosed
                                         Principal) is resident in Canada or otherwise subject to Securities Laws, the Subscriber
                                         (or if applicable, the Disclosed Principal) is eligible to purchase the Units pursuant
                                         to an exemption from the prospectus requirements of the Securities Laws;



 


		(k)	if the Subscriber (or any Disclosed
                                         Principal) is resident in Canada or otherwise subject to Securities Laws, the Subscriber
                                         has completed, executed and delivered to the Issuer an Accredited Investor Status Certificate
                                         in the form attached hereto as Schedule B, as well as (if applicable) an Accredited Investor
                                         Risk Acknowledgment Form in the form attached as Exhibit A to Schedule B, indicating
                                         that the Subscriber (or if applicable, the Disclosed Principal) fits within one of the
                                         prospectus exemption categories under NI 45-106 as set forth therein, and confirms the
                                         truth and accuracy of all representations, warranties and covenants made in such certificate
                                         as of the date of this Subscription Agreement and as of the Closing Time;



 


International Purchasers


 


		(l)	if the Subscriber (or any Disclosed
                                         Principal), is resident in or otherwise subject to the securities laws of any jurisdiction
                                         outside of Canada and the United States (the “International Jurisdiction”),
                                         then:



 




    	 	8	 



     


    

 


		(i)	the Subscriber is knowledgeable
                                         of, or has been independently advised as to, the applicable securities laws of the International
                                         Jurisdiction which would apply to this subscription, if there are any;



 


		(ii)	the Subscriber is purchasing
                                         the Units pursuant to exemptions from the prospectus and registration requirements under
                                         the applicable securities laws of the International Jurisdiction or, if such is not applicable,
                                         the Subscriber is permitted to purchase the Securities under the applicable securities
                                         laws of such International Jurisdiction without the need to rely on exemptions;



 


		(iii)	the applicable securities laws
                                         of the International Jurisdiction do not require the Issuer to prepare and/or file any
                                         documents or be subject to ongoing reporting requirements or seek any approvals of any
                                         kind whatsoever in respect of the sale of the Securities to the Subscriber from any regulatory
                                         authority of any kind whatsoever in the International Jurisdiction;



 


		(iv)	the purchase of Securities by
                                         the Subscriber, and (if applicable) each Disclosed Principal, does not trigger: (i) any
                                         obligation to prepare and file a prospectus, an offering memorandum or similar document,
                                         or any other ongoing reporting requirements with respect to such purchase or otherwise;
                                         (ii) any registration or other obligation on the part of the Issuer; or (iii) the Issuer
                                         becoming subject to regulation in such jurisdiction or require the Issuer to attorn to
                                         the jurisdiction of any governmental authority or regulator in such jurisdiction or require
                                         any translation of documents by the Issuer; and



 


		(v)	the Subscriber, and (if applicable)
                                         any Disclosed Principal, will not sell or otherwise dispose of any Securities, except
                                         in accordance with applicable Securities Laws;



 


No Prospectus or
Undisclosed Information


 


		(m)	the Subscriber understands that
                                         the sale of the Units is conditional upon such sale being exempt from the requirements
                                         to file and obtain a receipt for a prospectus or to deliver an offering memorandum, and
                                         no prospectus has been filed by the Issuer with any Regulatory Authority in any jurisdiction
                                         in connection with the issuance of the Units. As a result of acquiring the Units pursuant
                                         to such exemptions:



 


		(i)	certain protections, rights and
                                         remedies provided by the Securities Laws, including under the B.C. Act, including certain
                                         statutory rights of rescission or damages and certain statutory remedies against an issuer,
                                         underwriters, auditors, directors and officers that are available to investors who acquire
                                         securities offered by a prospectus or registration statement, may not be available to
                                         the Subscriber;



 


		(ii)	the common law may not provide
                                         investors with an adequate remedy in the event that they suffer investment losses in
                                         connection with securities acquired in a private placement;



 




    	 	9	 



     


    

 


		(iii)	the Subscriber may not receive
                                         certain information that would otherwise be required to be given under the Securities
                                         Laws, including under the B.C. Act; and



 


		(iv)	the Issuer is relieved from certain
                                         obligations that would otherwise apply under the Securities Laws, including under the
                                         B.C. Act;



 


		(n)	the Subscriber has not received
                                         or been provided with a prospectus or offering memorandum, within the meaning of the
                                         Securities Laws, or any sales or advertising literature in connection with the Offering.
                                         The Subscriber’s decision to subscribe for the Units was not based upon, and the
                                         Subscriber has not relied upon, any verbal or written representations as to fact made
                                         by or on behalf of the Issuer and their respective directors, officers, employees, agents
                                         and representatives. The Subscriber’s decision to subscribe for the Units was based
                                         solely upon this Subscription Agreement, and information about the Issuer which is publicly
                                         available;



 


		(o)	except for the Subscriber’s
                                         knowledge regarding its subscription for Units hereunder, the Subscriber has no knowledge
                                         of a “material fact” or a “material change” (as those terms are
                                         defined in the applicable Securities Laws) in the affairs of the Issuer that has not
                                         been generally disclosed;



 


Investment Suitability


 


		(p)	the Subscriber confirms that the
                                         Subscriber:



 


		(i)	has such knowledge in financial
                                         and business affairs as to be capable of evaluating the merits and risks of its investment
                                         in the Securities;



 


		(ii)	is capable of assessing the proposed
                                         investment in the Securities as a result of the Subscriber’s own experience or
                                         as a result of advice received from a person registered under applicable Securities Laws;



 


		(iii)	is aware of the characteristics
                                         of the Securities and the risks relating to an investment therein; and



 


		(iv)	is able to bear the economic
                                         risk of loss of its investment in the Securities;



 


		(q)	the Subscriber understands and
                                         acknowledges that:



 


		(i)	no securities commission or similar
                                         regulatory authority has reviewed or passed on the merits of the Securities;



 


		(ii)	there is no government or other
                                         insurance covering the Securities;



 


		(iii)	there are risks associated with
                                         the purchase of the Securities;



 


		(iv)	there are restrictions on the
                                         Subscriber’s ability to resell the Securities and it is the responsibility of the
                                         Subscriber to find out what those restrictions are and to comply with them before selling
                                         the Securities;



 




    	 	10	 



     


    

 


		(v)	the Issuer has advised the Subscriber
                                         that the Issuer is relying on an exemption from the requirements to provide the Subscriber
                                         with a prospectus and to sell securities through a person registered to sell securities
                                         under Securities Laws and, as a consequence of acquiring securities pursuant to this
                                         exemption, certain protections, rights and remedies provided by Securities Laws, including
                                         statutory rights of rescission or damages, will not be available to the Subscriber; and



 


		(vi)	that it may lose its entire investment
                                         in the Securities;



 


No Representations


 


		(r)	the Subscriber confirms that none
                                         of the Issuer, or any of its directors, employees, officers or affiliates have made any
                                         representations (written or oral) to the Subscriber:



 


		(i)	regarding the future value of
                                         the Securities;



 


		(ii)	that any person will resell or
                                         repurchase the Securities;



 


		(iii)	that any person will refund
                                         the purchase price of the Securities other than as provided in this Subscription Agreement;
                                         or



 


		(iv)	that any of the Issuer’s
                                         securities will be listed and posted for trading on a stock exchange or that an application
                                         has been made to list and post any of the Issuer’s securities for trading on a
                                         stock exchange, other than the Issuer’s common shares on the Exchange, OTCQX or
                                         FSE;



 


Limitations on
Resale


 


		(s)	the Subscriber understands and
                                         acknowledges that:



 


		(i)	the Securities will be subject
                                         to certain resale and transfer restrictions under applicable Securities Laws; and



 


		(ii)	the Securities may be subject
                                         to certain resale and transfer restrictions under the rules and policies of the Exchange;



 


		(t)	the Subscriber acknowledges that
                                         it has been advised to consult its own legal advisors with respect to applicable resale
                                         and transfer restrictions, that it is solely responsible for complying with such restrictions
                                         and it agrees to comply with the restrictions referred to in paragraph (s) above and
                                         all other applicable resale and transfer restrictions. The Subscriber will comply with
                                         all applicable Securities Laws concerning the subscription, purchase, holding and resale
                                         of the Units and will not resell any of the Securities except in accordance with the
                                         provisions of applicable Securities Laws. In this regard, the Subscriber acknowledges
                                         that the Issuer may be required to put the following legends on any certificates representing
                                         the Unit Shares, Warrants and Warrant Shares if issued prior to the expiry of the applicable
                                         hold period:



 




    	 	11	 



     


    

 


“UNLESS PERMITTED UNDER
SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [four months plus one day after the Closing
Date].”


 


“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.”


 


[FOR WARRANTS
ONLY: 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.]


 


		(u)	the Subscriber acknowledges that
                                         it is responsible for obtaining its own legal, investment and other professional advice
                                         with respect to the resale restrictions, “hold periods” and legending requirements
                                         to which the Securities are or may be subject under the 1933 Act. The Subscriber has
                                         not relied upon any statements made by or purporting to have been made on behalf of the
                                         Issuer or its counsel with respect to such matters;



 


		(v)	the Subscriber acknowledges and
                                         agrees that the Issuer shall make a notation on its records or give instructions to the
                                         transfer agent of the Subscriber’s Units in order to implement the restrictions
                                         on transfer set out in the Subscription Agreement and applicable Securities Laws;



 




    	 	12	 



     


    

 


United States Securities
Laws


 


		(w)	the Subscriber acknowledges and
                                         agrees that either (A) the Subscriber has indicated above that the Subscriber is not
                                         a U.S. Purchaser, has executed and delivered Schedule C hereto (Regulation S Certificate)
                                         and hereby is deemed to have made the representations, warranties and acknowledgments
                                         contained therein as if set forth herein in full OR (B) the Subscriber has indicated
                                         above that the Subscriber is a U.S. Purchaser, has executed and delivered Schedule
                                         D hereto (U.S. Purchaser Certificate) and hereby is deemed to have made the representations,
                                         warranties and acknowledgments contained therein as if set forth herein in full.



 


Not Proceeds of
Crime


 


		(x)	the funds representing the Subscription
                                         Price which will be advanced by the Subscriber hereunder will not represent proceeds
                                         of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist
                                         Financing Act (Canada) (the “PCMLTFA”), the Uniting and Strengthening
                                         America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
                                         (United States) (commonly referred to as the “USA PATRIOT Act”)
                                         or other similar legislation, and the Subscriber acknowledges that the Issuer may in
                                         the future be required by law to disclose the Subscriber’s name and other information
                                         relating to this Subscription Agreement and the Subscriber's subscription hereunder,
                                         on a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge (i) none
                                         of the subscription funds to be provided by the Subscriber (A) have been or will be derived
                                         from or related to any activity that is deemed criminal under the law of Canada, the
                                         United States or any other jurisdiction, or (B) are being tendered on behalf of a person
                                         or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify
                                         the Issuer if the Subscriber discovers that any of such representations ceases to be
                                         true, and to provide the Issuer with appropriate information in connection therewith;



 


No Financial Assistance


 


		(y)	the Subscriber has not received
                                         or expects to receive any financial assistance from the Issuer directly or indirectly,
                                         in respect of the Subscriber’s purchase of the Units;



 


Future Financings


 


		(z)	the Subscriber acknowledges that
                                         the Issuer may complete additional financings in the future to develop the business of
                                         the Issuer and to fund its ongoing development. There is no assurance that such financing
                                         will be available and if available, on reasonable terms. Any such future financings may
                                         have a dilutive effect on current shareholders, including the Subscriber;



 


No Advertising


 


		(aa)	the Subscriber has not become
                                         aware of any advertisement in printed media of general and regular paid circulation or
                                         on radio, television or other form of telecommunication or any other form of advertisement
                                         (including electronic display on the internet including but not limited to the Issuer’s
                                         website) or sales literature with respect to the distribution of the Units or any seminar
                                         or meeting whose attendees have been invited by general solicitation or general advertising;



 




    	 	13	 



     


    

 


No Other Fees


 


		(bb)	in connection with the issue and
                                         sale of the Units pursuant to the Offering to Subscribers outside of the United States,
                                         the Issuer may pay or issue either or both of a cash commission and/or securities pursuant
                                         to and in accordance with the policies of the Exchange and applicable corporate and securities
                                         laws;



 


		(cc)	there is no person acting or purporting
                                         to act on behalf of the Subscriber (including any Disclosed Principal), if applicable,
                                         in connection with the transactions contemplated herein who is entitled to any brokerage
                                         or finder’s fee. If any person establishes a claim that any fee or other compensation
                                         is payable in connection with this subscription for the Units on account of the Subscriber’s
                                         subscription, the Subscriber covenants to indemnify and hold harmless the Issuer with
                                         respect thereto and with respect to all costs reasonably incurred in the defense thereof;



 


Other Documents


 


		(dd)	if required by Securities Laws
                                         or by any securities commission, stock exchange or other regulatory authority, the Subscriber
                                         will execute, deliver, file and otherwise assist the Issuer in filing, such reports,
                                         undertakings and other documents with respect to the subscription for and issuance of
                                         the Securities;



 


Subscriber’s
Responsibility for Legal and Financial Advice


 


		(ee)	the Subscriber confirms that it
                                         is responsible for obtaining its own legal, tax, investment and other professional advice
                                         with respect to the execution, delivery and performance by it of this Subscription Agreement
                                         and the transactions contemplated hereunder including the suitability of the Securities
                                         as an investment for the Subscriber, the tax consequences of purchasing and dealing with
                                         the Securities, and the resale restrictions and “hold periods” to which the
                                         Securities are or may be subject under Securities Laws. The Subscriber has not relied
                                         upon any statements made by or purporting to have been made on behalf of the Issuer or
                                         its counsel with respect to such matters; and



 


		(ff)	the Subscriber acknowledges that
                                         Issuer’s counsel is acting solely as counsel to the Issuer and not as counsel to
                                         the Subscriber.



 


		10.	Reliance
                                         on Representations, Warranties, Covenants and Acknowledgements



 


The Subscriber acknowledges and agrees
that the representations, warranties, covenants and acknowledgements made by the Subscriber in this Subscription Agreement, including
the Schedules hereto, are made with the intention that they may be relied upon by the Issuer in determining the Subscriber’s
eligibility (and, if applicable, the eligibility of others for whom the Subscriber is contracting hereunder) to purchase the Units
under Securities Laws. The Subscriber further agrees that by accepting the Units, the Subscriber will be representing and warranting
that such representations, warranties, covenants and acknowledgements are true as at the Closing Time with the same force and
effect for the benefit of the Issuer as if they had been made by the Subscriber at the Closing Time and that they will survive
the purchase by the Subscriber of the Units and will continue in full force and effect for the benefit of the Issuer notwithstanding
any subsequent disposition by the Subscriber of any of the Units.


 




    	 	14	 



     


    

 


		11.	Indemnity



 


The Subscriber acknowledges
that the Issuer and its counsel are relying upon the representations, warranties, covenants and acknowledgements of the Subscriber
set forth herein (including the Schedules attached hereto) in determining the eligibility of the Subscriber (or, if applicable,
the eligibility of another on whose behalf the Subscriber is contracting hereunder to subscribe for Units) to purchase Units under
the Offering, and hereby agrees to indemnify the Issuer and its directors, officers, employees, advisers, affiliates, shareholders
and agents (including their legal counsel) against all losses, claims, costs, expenses, damages or liabilities that they may suffer
or incur as a result of or in connection with their reliance on such representations, warranties, acknowledgements and covenants.
The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the
Subscriber set forth herein that occurs prior to the Closing Time.


 


		12.	Subscriber’s
                                         Costs



 


The Subscriber acknowledges and agrees
that all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating
to the sale of the Units to the Subscriber will be borne by the Subscriber.


 


		13.	Consent
                                         to the Disclosure of Information



 


This Agreement and the attachments hereto
require the Subscriber to provide certain Personal Information to the Issuer. Such information is being collected by the Issuer
for the purposes of completing the Offering of the Units, which includes, without limitation, determining the Subscriber’s
eligibility to purchase the Subscriber’s Units under applicable Securities Laws, preparing and registering any certificates
representing the Subscriber’s Securities to be issued to the Subscriber, completing filings required by any stock exchange
or securities regulatory authority, indirect collection of information by the applicable stock exchange or Regulatory Authority
under authority granted in applicable securities legislation and the administration and enforcement of the securities legislation
of an applicable jurisdiction by the applicable Regulatory Authority. The Subscriber acknowledges that the Subscriber’s
Personal Information, including details of its subscription hereunder, will be disclosed by the Issuer to: (a) stock exchanges
or securities regulatory authorities; (b) the Issuer’s registrar and transfer agent; and (c) any of the other agents or
representatives of the Issuer, including legal counsel to the Issuer; and may be disclosed by the Issuer to (d) the Canada Revenue
Agency; and (e) any other person to whom it is required to disclose such information under applicable legislation or authority.
By executing this Subscription Agreement, the Subscriber consents to and authorizes the foregoing collection, use and disclosure
of the Subscriber’s Personal Information. The Subscriber also consents to and authorizes the filing of copies or originals
of any of this Subscription Agreement (including attachments) below as may be required to be filed with any stock exchange or
securities regulatory authority in connection with the transactions contemplated hereby. In addition, the Subscriber consents
to and authorizes the collection, use and disclosure of all such Personal Information by the Exchange and other regulatory authorities
in accordance with their requirements, including the provision to third party service providers, from time to time. The contact
information for the officer of the Issuer who can answer questions about this collection of information is as follows:


 




    	 	15	 



     


    

 


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


 


For Subscribers with questions about the
collection of Personal Information by the Ontario Securities Commission, please contact the Administrative Support Clerk at the
Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario, M5H 3S8, Tel: (416) 593-3684.


 


		14.	United
                                         States Registration Rights



 


		(a)	The Issuer shall use commercially
                                         reasonable efforts to (i) prepare and file with the SEC within forty-five (45) calendar
                                         days after the final Closing Date a registration statement (on Form S-3, S-1, or other
                                         appropriate registration statement form reasonably acceptable to the Subscriber) under
                                         the 1933 Act (the “Registration Statement”), at the sole expense of
                                         the Issuer (except as specifically provided in Section 14(c) hereof), in respect of the
                                         Subscriber, so as to permit a public offering and resale of the Unit Shares and Warrant
                                         Shares (collectively, the “Registrable Securities”) in the United
                                         States under the 1933 Act by the Subscriber as a selling stockholder and not as underwriter;
                                         and (ii) use commercially reasonable efforts to cause a Registration Statement to be
                                         declared effective by the SEC as soon as possible. The Issuer will notify the Subscriber
                                         of the effectiveness of the Registration Statement (the “Effective Date”)
                                         within three (3) Trading Days (days on which the Exchange is open for trading) (each,
                                         a “Trading Day”). The initial Registration Statement shall cover the
                                         resale of 100% of the Registrable Securities, for an offering to be made on a continuous
                                         basis pursuant to Rule 415 (as promulgated by the SEC pursuant to the 1933 Act, as such
                                         rule may be amended from time to time, or any similar rule or regulation hereafter adopted
                                         by the SEC having substantially the same purpose and effect as such rule); provided,
                                         however, that if 100% of the Registrable Securities included hereunder, together
                                         with (a) any other securities of the Issuer that are currently being registered for resale
                                         with SEC pursuant to an effective registration statement under the 1933 Act (the “Currently
                                         Registered Securities”) and (b) any other securities of the Issuer that are
                                         currently unregisterd under the 1933 Act but in respect to which the Issuer has previously
                                         granted registration rights (the “Currently Unregistered Securities”),
                                         shall equal or exceed 33% of the issued and outstanding common shares of the Issuer (less
                                         any common shares held by affiliates of the Issuer and the holders of the Registrable
                                         Securities) on the actual filing date of the initial Registration Statement, the initial
                                         Registration Statement shall register that number of Registrable Securities which together
                                         with the Currently Registered Securities and Currently Unregistered Securities shall
                                         equal 33% of the issued and outstanding common shares of the Issuer (less any common
                                         shares held by affiliates of the Issuer and the holders of the Registrable Securities)
                                         on such actual filing date minus 1,000 common shares. In such event, the number of Registrable
                                         Securities to be registered for each holder of the Registrable Securities shall be reduced
                                         pro-rata based on the number of Registrable Securities held by each Subscriber relative
                                         to the total number of Registrable Securities among all Subscribers in the Offering.



 




    	 	16	 



     


    

 


		(b)	The Issuer will use commercially
                                         reasonable efforts to maintain the Registration Statement or post-effective amendment
                                         filed under this Section 14 effective under the 1933 Act until the earlier of the date
                                         (i) all of the Registrable Securities have been sold pursuant to such Registration Statement
                                         or Rule 144, if available, or (ii) three years from the Effective Date (the “Effectiveness
                                         Period”).



 


		(c)	All fees, disbursements and out-of-pocket
                                         expenses and costs incurred by the Issuer in connection with the preparation and filing
                                         of the Registration Statement and in complying with applicable securities and “blue
                                         sky” laws (including, without limitation, all attorneys' fees of the Issuer, registration,
                                         qualification, notification and filing fees, printing expenses, escrow fees, blue sky
                                         fees and expenses and the expense of any special audits incident to or required by any
                                         such registration) shall be borne by the Issuer. The Subscriber shall bear the cost of
                                         underwriting and/or brokerage discounts, fees and commissions, if any, applicable to
                                         the Registrable Securities being registered and the fees and expenses of its counsel,
                                         if any. The Issuer shall qualify any of the Registrable Securities for sale in such states
                                         as the Subscriber reasonably designates. However, the Issuer shall not be required to
                                         qualify in any state which will require an escrow or other restriction relating to the
                                         Issuer and/or the sellers, or which will require the Issuer to qualify to do business
                                         in such state or require the Issuer to file therein any general consent to service of
                                         process. The Issuer at its expense will supply the Subscriber with copies of the applicable
                                         Registration Statement included therein and other related documents in such quantities
                                         as may be reasonably requested by the Subscriber.



 


		(d)	If at any time or from time
                                         to time after the Effective Date, the Issuer notifies the Subscriber in writing of the
                                         existence of a Potential Material Event (as defined in Section (e) below), the Subscriber
                                         shall not offer or sell any Registrable Securities or engage in any other transaction
                                         involving or relating to Registrable Securities, from the time of the giving of notice
                                         with respect to a Potential Material Event until the Subscriber receives written notice
                                         from the Issuer that such Potential Material Event either has been disclosed to the public
                                         or no longer constitutes a Potential Material Event. If a Potential Material Event shall
                                         occur prior to the date a Registration Statement is required to be filed, then the Issuer’s
                                         obligation to file such Registration Statement shall be delayed without penalty for not
                                         more than thirty (30) calendar days. The Issuer must, if lawful, give the Subscriber
                                         notice in writing at least two (2) Trading Days prior to the first day of the blackout
                                         period.



 


		(e)	“Potential Material
                                         Event” means any of the following: (i) the possession by the Issuer of
                                         material information not ripe for disclosure in a registration statement, as determined
                                         in good faith by the Chief Executive Officer, President or the Board of Directors of
                                         the Issuer that disclosure of such information in a Registration Statement would be detrimental
                                         to the business and affairs of the Issuer; or (ii) any material engagement or activity
                                         by the Issuer which would, in the good faith determination of the Chief Executive Officer,
                                         President or the Board of Directors of the Issuer, be adversely affected by disclosure
                                         in a registration statement at such time, which determination shall be accompanied by
                                         a good faith determination by the Chief Executive Officer, President or the Board of
                                         Directors of the Issuer that the applicable Registration Statement would be materially
                                         misleading absent the inclusion of such information; provided that, (i) the Issuer
                                         shall not use such right with respect to the Registration Statement for more than an
                                         aggregate of 90 days in any 12-month period; and (ii) the number of days the Issuer is
                                         required to keep the Registration Statement effective shall be extended by the number
                                         of days for which the Issuer shall have used such right.



 




    	 	17	 



     


    

 


		(f)	The Subscriber will cooperate
                                         with the Issuer in all respects in connection with this Agreement, including timely supplying
                                         all information reasonably requested by the Issuer (which shall include completing the
                                         Selling Shareholder Questionnaire attached hereto as Schedule E, and all
                                         information regarding the Subscriber and proposed manner of sale of the Registrable Securities
                                         required to be disclosed in any Registration Statement) and executing and returning all
                                         documents reasonably requested in connection with the registration and sale of the Registrable
                                         Securities and entering into and performing its obligations under any underwriting agreement,
                                         if the offering is an underwritten offering, in usual and customary form, with the managing
                                         underwriter or underwriters of such underwritten offering. Any delay or delays caused
                                         by the Subscriber, or by any other purchaser of securities of the Issuer having registration
                                         rights similar to those contained herein, by failure to cooperate as required hereunder
                                         shall not constitute a breach or default of the Issuer under this Subscription Agreement.



 


		(g)	Whenever the Issuer is required
                                         by any of the provisions of this Subscription Agreement to effect the registration of
                                         any of the Registrable Securities under the 1933 Act, the Issuer shall (except as otherwise
                                         provided in this Subscription Agreement), as expeditiously as possible, subject to the
                                         assistance and cooperation as reasonably required of the Subscriber with respect to each
                                         Registration Statement:



 


		(i)	furnish to the Subscriber such numbers
                                         of copies of a prospectus including a preliminary prospectus or any amendment or supplement
                                         to any prospectus, as applicable, in conformity with the requirements of the 1933 Act,
                                         and such other documents as the Subscriber may reasonably request in order to facilitate
                                         the public sale or other disposition of the Registrable Securities owned by the Subscriber;



 


		(ii)	register and qualify the Registrable
                                         Securities covered by the Registration Statement under such other securities or blue
                                         sky laws of such jurisdictions as the Subscriber shall reasonably request (subject to
                                         the limitations set forth in Section (b) above), and do any and all other acts and things
                                         which may be necessary or advisable to enable the Subscriber to consummate the public
                                         sale or other disposition in such jurisdiction of the securities owned by the Subscriber;



 


		(iii)	cause the Registrable Securities
                                         to be quoted or listed on each service on which the common shares of the Issuer are then
                                         quoted or listed;



 


		(iv)	notify the Subscriber, at any time
                                         when a prospectus relating thereto covered by the Registration Statement is required
                                         to be delivered under the 1933 Act, of the happening of any event of which it has knowledge
                                         as a result of which the prospectus included in the Registration Statement, as then in
                                         effect, includes an untrue statement of a material fact or omits to state a material
                                         fact required to be stated therein or necessary to make the statements therein not misleading
                                         in the light of the circumstances then existing, and the Issuer shall prepare and file
                                         a curative amendment as promptly as commercially reasonable;



 


		(v)	as promptly as practicable after
                                         becoming aware of such event, notify the Subscriber, (or, in the event of an underwritten
                                         offering, the managing underwriters) of the issuance by the SEC of any stop order or
                                         other suspension of the effectiveness of the Registration Statement at the earliest possible
                                         time and take all lawful action to effect the withdrawal, rescission or removal of such
                                         stop order or other suspension; and



 




    	 	18	 



     


    

 


		(vi)	provide a transfer agent and registrar
                                         for all securities registered pursuant to the Registration Statement and a CUSIP number
                                         for all such securities.



 


		(h)	With respect to any sale of Registrable
                                         Securities pursuant to a Registration Statement filed pursuant to this Section 14, the
                                         Subscriber hereby covenants with the Issuer (i) not to make any sale of the Registrable
                                         Securities without effectively causing the prospectus delivery requirements under the
                                         1933 Act to be satisfied and (ii) to notify the Issuer promptly upon disposition of all
                                         of the Registrable Securities.



 


The Subscriber understands and acknowledges
that, except as set forth above, the Issuer is not obligated to file and has no present intention of filing with the United States
Securities and Exchange Commission or with any state securities commission any registration statement in respect of resales of
the Securities in the United States. The Subscriber has reviewed the above and, if the Subscriber desires to be named in the Registration
Statement, the Subscriber has executed and delivered the signature page to the Registration Rights Agreements and completed and
delivered the Selling Shareholder Questionnaire attached as Schedule E hereto.


 


		15.	United
                                         States Securities Law Indemnification



 


		(a)	The Issuer agrees to indemnify
                                         and hold harmless each Subscriber, their respective officers, directors, employees, partners,
                                         legal counsel and accountants, and each person controlling such Subscriber within the
                                         meaning of Section 15 of the 1933 Act, and each person who controls any underwriter within
                                         the meaning of Section 15 of the 1933 Act, from and against any losses, claims, damages,
                                         expenses or liabilities (or actions or proceedings in respect thereof) to which such
                                         Subscriber or such other indemnified person may become subject (including in settlement
                                         of litigation, whether commenced or threatened) insofar as such losses, claims, damages,
                                         expenses or liabilities (or actions or proceedings in respect thereof) arise out of,
                                         or are based upon, any untrue statement or alleged untrue statement of a material fact
                                         or omission or alleged omission to state a material fact in the Registration Statement,
                                         including all documents filed as a part thereof and information deemed to be a part thereof,
                                         on the effective date thereof, or any amendment or supplements thereto, or arise out
                                         of any failure by the Issuer to fulfill any undertaking or covenant included in the Registration
                                         Statement or to perform its obligations hereunder or under applicable law and the Issuer
                                         will, as incurred, reimburse such Subscriber, each of its respective officers, directors,
                                         employees, partners, legal counsel and accountants, and each person controlling such
                                         Subscriber, and each person who controls any such underwriter, for any legal or other
                                         expenses reasonably incurred in investigating, defending or preparing to defend, settling,
                                         compromising or paying such action, proceeding or claim; provided, however, that the
                                         Issuer shall not be liable in any such case to the extent that such loss, claim, damage,
                                         expense or liability (or action or proceeding in respect thereof) arises out of, or is
                                         based upon, (i) the failure of any Subscriber, or any of their agents, affiliates or
                                         persons acting on their behalf, to comply with the covenants and agreements contained
                                         in this Agreement with respect to the sale of Registrable Securities, (ii) an untrue
                                         statement or omission in such Registration Statement in reliance upon and in conformity
                                         with written information furnished to the Issuer by an instrument duly executed by or
                                         on behalf of the Subscriber, or any of its agents, affiliates or persons acting on its
                                         behalf, and stated to be specifically for use in preparation of the Registration Statement
                                         and not corrected in a timely manner by the Subscriber in writing or (iii) an untrue
                                         statement or omission in any prospectus that is corrected in any subsequent prospectus,
                                         or supplement or amendment thereto, that was delivered to the Subscriber prior to the
                                         pertinent sale or sales by such Subscriber and not delivered by the Subscriber to the
                                         individual or entity to which it made such sale(s) prior to such sale(s).



 




    	 	19	 



     


    

 


		(b)	The Subscriber agrees to indemnify
                                         and hold harmless the Issuer from and against any losses, claims, damages, expenses or
                                         liabilities (or actions or proceedings in respect thereof) to which the Issuer may become
                                         subject (under the 1933 Act or otherwise) insofar as such losses, claims, damages, expenses
                                         or liabilities (or actions or proceedings in respect thereof) arise out of, or are based
                                         upon (i) the failure of the Subscriber or any of its agents, affiliates or persons acting
                                         on its behalf, to comply with the covenants and agreements contained in this Agreement
                                         with respect to the sale of Registrable Securities; or (ii) an untrue statement or alleged
                                         untrue statement of a material fact or omission to state a material fact in the Registration
                                         Statement in reliance upon and in conformity with written information furnished to the
                                         Issuer by an instrument duly executed by or on behalf of such Subscriber and stated to
                                         be specifically for use in preparation of the Registration Statement; provided, however,
                                         that the Subscriber shall not be liable in any such case for (i) any untrue statement
                                         or alleged untrue statement or omission in any prospectus or Registration Statement which
                                         statement has been corrected, in writing, by such Subscriber and delivered to the Issuer
                                         before the sale from which such loss occurred; or (ii) an untrue statement or omission
                                         in any prospectus that is corrected in any subsequent prospectus, or supplement or amendment
                                         thereto, that was delivered to the Subscriber prior to the pertinent sale or sales by
                                         the Subscriber and delivered by the Subscriber to the individual or entity to which it
                                         made such sale(s) prior to such sale(s), and the Subscriber, severally and not jointly,
                                         will, as incurred, reimburse the Issuer for any legal or other expenses reasonably incurred
                                         in investigating, defending or preparing to defend any such action, proceeding or claim.
                                         Notwithstanding the foregoing, the Subscriber shall not be liable or required to indemnify
                                         the Issuer in the aggregate for any amount in excess of the net amount received by the
                                         Subscriber from the sale of the Registrable Securities, to which such loss, claim, damage,
                                         expense or liability (or action proceeding in respect thereof) relates.



 


		(c)	Promptly after receipt by any
                                         indemnified person of a notice of a claim or the beginning of any action in respect of
                                         which indemnity is to be sought against an indemnifying person pursuant to this Section
                                         15, such indemnified person shall notify the indemnifying person in writing of such claim
                                         or of the commencement of such action and, subject to the provisions hereinafter stated,
                                         in case any such action shall be brought against an indemnified person, the indemnifying
                                         person shall be entitled to participate therein, and, to the extent that it shall wish,
                                         to assume the defense thereof. After notice from the indemnifying person to such indemnified
                                         person of the indemnifying person’s election to assume the defense thereof, the
                                         indemnifying person shall not be liable to such indemnified person for any legal expenses
                                         subsequently incurred by such indemnified person in connection with the defense thereof;
                                         provided, however, that if there exists or shall exist a conflict of interest that would,
                                         in the opinion of counsel to the indemnified party, make it inappropriate under applicable
                                         laws or codes of professional responsibility for the same counsel to represent both the
                                         indemnified person and such indemnifying person or any affiliate or associate thereof,
                                         the indemnified person shall be entitled to retain its own counsel at the expense of
                                         such indemnifying person; provided, further, that the indemnifying person shall not be
                                         obligated to assume the expenses of more than one counsel to represent all indemnified
                                         persons. In the event of such separate counsel, such counsel shall agree to reasonably
                                         cooperate.



 




    	 	20	 



     


    

 


		(d)	If the indemnification provided
                                         for in this Section 15 is unavailable or insufficient to hold harmless an indemnified
                                         party under subsection (a) or (b) above in respect of any losses, claims, damages, expenses
                                         or liabilities (or actions or proceedings in respect thereof) referred to therein, then
                                         each indemnifying party shall contribute to the amount paid or payable by such indemnified
                                         party as a result of such losses, claims, damages, expenses or liabilities (or actions
                                         or proceedings in respect thereof) in such proportion as is appropriate to reflect the
                                         relative fault of the Issuer on the one hand and the Subscriber, or its agents, affiliates
                                         or persons acting on its behalf, on the other in connection with the statements or omissions
                                         which resulted in such losses, claims, damages, expenses or liabilities (or actions or
                                         proceedings in respect thereof), as well as any other relevant equitable considerations.
                                         The relative fault shall be determined by reference to, among other things, whether the
                                         untrue or alleged untrue statement of a material fact or the omission or alleged omission
                                         to state a material fact relates to information supplied by the Issuer on the one hand
                                         or the Subscriber, or its agents, affiliates or persons acting on its behalf, on the
                                         other and the parties’ relative intent, knowledge, access to information and opportunity
                                         to correct or prevent such statement or omission. The Issuer and the Subscriber agree
                                         that it would not be just and equitable if contribution pursuant to this subsection (d)
                                         were determined by any other method of allocation which does not take into account the
                                         equitable considerations referred to above in this subsection (d). The amount paid or
                                         payable by an indemnified party as a result of the losses, claims, damages, expenses
                                         or liabilities (or actions or proceedings in respect thereof) referred to above in this
                                         subsection (d) shall be deemed to include any legal or other expenses reasonably incurred
                                         by such indemnified party in connection with investigating or defending any such action
                                         or claim. No person guilty of fraudulent misrepresentation (within the meaning of Section
                                         11(f) of the 1933 Act) shall be entitled to contribution from any person who was not
                                         guilty of such fraudulent misrepresentation. In any event, the Subscriber shall not be
                                         liable or required to contribute to the Issuer in the aggregate for any amount in excess
                                         of the net amount received by the Subscriber from the sale of its Registrable Securities



 


		16.	Miscellaneous



 


		(a)	This Subscription Agreement and
                                         all related agreements between the Parties hereto shall be governed by and construed
                                         in accordance with the laws of the Province of British Columbia, without reference to
                                         its rules governing the choice or conflict of laws. The Parties hereto irrevocably attorn
                                         and submit to the exclusive jurisdiction of the courts of the Province of British Columbia,
                                         sitting in the city of Vancouver, with respect to any dispute to or arising out of this
                                         Subscription Agreement.



 


		(b)	The Subscriber and the Issuer agree
                                         that they each will execute or cause to be executed and delivered all such further and
                                         other documents and assurances, and do and cause to be done all such further acts and
                                         things as may be necessary or desirable to give effect to this Subscription Agreement
                                         and without limiting the generality of the foregoing to do all acts and things, execute
                                         and deliver all documents, agreements and writings and provide such assurances, undertakings,
                                         information and investment letters as may be required from time to time by all applicable
                                         Regulatory Authorities or as may be required from time to time under applicable Securities
                                         Laws.



 




    	 	21	 



     


    

 


		(c)	This Subscription Agreement, which
                                         includes any interest granted or right arising under this Subscription Agreement, may
                                         not be assigned or transferred, without the written consent of the other Parties.



 


		(d)	Except as expressly provided in
                                         this Subscription Agreement and in the agreements, instruments and other documents contemplated
                                         or provided for herein, this Subscription Agreement contains the entire agreement between
                                         the Parties with respect to the Units and there are no other terms, conditions, representations
                                         or warranties whether expressed, implied, oral or written, by statute, by common law,
                                         by the Issuer, or by anyone else.



 


		(e)	Any notice or other communication
                                         to be given hereunder shall, in the case of notice to be given to:



 


the
Issuer, be addressed to:


 


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



 


or to such other address, email
address or person that the Party designates by notice given in accordance with the foregoing provisions. Any such notice: (i)
if delivered personally or by courier, will be deemed to have been given and received on the date of such delivery provided that
if such day is not a Business Day then it will be deemed to have been given and received on the first Business Day following such
day; and (ii) if transmitted by email or other form of electronic communication, will be deemed to have been given on the date
of transmission if sent before 5:00 p.m. (Vancouver time) on a Business Day or, if not before 5:00 p.m. (Vancouver time), on the
first Business Day following the date of transmission provided that the sender has evidence of a successful transmission such
as a confirmation or electronic delivery receipt.


 


		(f)	All representations, warranties,
                                         agreements and covenants made or deemed to be made by the Issuer and the Subscriber herein
                                         will survive the execution and delivery, and acceptance, of this offer and the closing
                                         of the issue of the Units contemplated hereby.



 




    	 	22	 



     


    

 


		(g)	Subject to the terms hereof, neither
                                         this Subscription Agreement nor any provision hereof shall be modified, changed, discharged
                                         or terminated except by an instrument in writing signed by the Party against whom any
                                         waiver, change, discharge or termination is sought.



 


		(h)	This Subscription Agreement shall
                                         enure to the benefit of and be binding upon the Parties and their respective heirs, executors,
                                         administrators and successors but otherwise cannot be assigned.



 


		(i)	This Subscription Agreement may
                                         be executed in any number of counterparts, each of which when delivered, either in original
                                         or PDF or other electronic form, shall be deemed to be an original and all of which together
                                         shall constitute one and the same document. If less than a complete copy of this Subscription
                                         Agreement is delivered to the Issuer by the Subscriber (other than the execution pages
                                         of this Subscription Agreement required to be executed by the Subscriber), the Issuer
                                         and its advisors are entitled to assume, and the Subscriber shall be deemed to have represented
                                         and warranted to the Issuer, that the Subscriber accepts and agrees to all of the terms
                                         and conditions of the pages of this Subscription Agreement that are not delivered, without
                                         any alteration.



 


		(j)	The Parties hereto confirm their
                                         express wish that this Subscription Agreement and all documents and agreements directly
                                         or indirectly relating hereto be drawn up in the English language. Les Parties reconnaissent
                                         leur volonté expresse que la présente convention de souscription ainsi
                                         que tous les documents et contrats s'y rattachant directement ou indirectement soient
                                         rédigés en anglais.



 




    	 	23	 



     


    

 


SCHEDULE
A


 


THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”)
OR ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
(AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED
IN REGULATION S OF THE 1933 ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN ACCORDANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH
THE 1933 ACT. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN THE LIMITED
CIRCUMSTANCES PROVIDED HEREIN PURSUANT TO TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES
LAWS. 


 


Term Sheet


 


Private Placement of Units


 


	Issuer:	NioCorp Developments
                           Ltd. (“NioCorp” or the “Company”).

         

	Offering:	Private placement offering (the
        “Offering”) of up to C$4,750,000 million in Units (the “Units”).

         

        Each Unit will consist of one
        (1) common share (a “Common Share”) and one (1) warrant (a “Warrant”). Each Warrant
        shall be exercisable into one (1) Common Share at an exercise price equal to C$0.85 at any time up to thirty-six (36)
        months from the Closing of the Offering.

	 	 
	Subscription Price:	C$0.70 per Unit. 

	 	 
	Commissions:	In connection with the issue and
        sale of the Units pursuant to the Offering to subscribers outside of the United States, the Issuer may pay or issue either
        or both of a cash commission and/or securities pursuant to and in accordance with the policies of the Toronto Stock Exchange
        (the “TSX”) and applicable corporate and securities laws.

         

	Jurisdictions:	The Offering will take place by
        way of a private placement to qualified investors in those provinces of Canada (except Quebec), to accredited investors
        in the United States and otherwise in those jurisdictions where the Offering can lawfully be made. Canadian subscribers
        must be “accredited investors” (as defined in National Instrument 45-106 Prospectus Exemptions (“NI
        45-106”)) or otherwise qualified under NI 45-106. United States investors must be “accredited investors”
        as defined in Rule 501(a) under the United States Securities Act of 1933, as amended (the “1933 Act”).

         

	TSX Listing:	The Company shall obtain the necessary
approvals to list the Common Shares that comprise the Units and the Common Shares issuable on exercise of the Warrants on the
TSX, which listing shall be conditionally approved prior to Closing. 



 




    	 	A-1	 



     


    

 


	Hold Period:	Subject filing
                           (and having in effect) a resale registration statement in the United States with the United States
                           Securities and Exchange Commission, (i) Common Shares and Warrants issued in connection with the Offering
                           will be subject to an indefinite hold period as required by U.S. securities laws, and will also be
                           subject to a four-month and one day hold period (which will run concurrently with the indefinite hold
                           period in the United States) as required by Canadian securities laws commencing on the date of closing
                           of the Offering and (ii) the Warrant Shares issued on exercise of the Warrants will be subject to additional
                           hold periods under U.S. securities laws that shall commence on the date the Warrants are exercised,
                           and (if applicable) will also be subject to a four-month and one day hold period from Closing (which
                           will run concurrently with the indefinite hold period in the United States).

         

	Use of Proceeds:	The net proceeds of the Offering shall be used by the Issuer to further develop
    the Elk Creek Project and for general working capital purposes.
	 	 
	Closing:	February
10, 2017 (the “Closing”). 



 




    	 	A-2	 



     


    

 


SCHEDULE B


 


Accredited
Investor Status CERTIFICATE


 


TO BE COMPLETED BY ALL SUBSCRIBERS
RESIDENT IN CANADA OR THE UNITED STATES OR SUBJECT TO CANADIAN OR UNITED STATES SECURITIES LAWS


 


The categories listed herein contain
certain specifically defined terms. If you are unsure as to the meanings of those terms, or are unsure as to the applicability
of any category below, please contact your broker and/or legal advisor before completing this certificate.


 


		TO:	NIOCORP DEVELOPMENTS LTD. (the “Issuer”)



 


Capitalized terms used in this Schedule
“B” and defined in the Subscription Agreement to which this Schedule “B” is attached have the meanings
defined in the Subscription Agreement unless otherwise defined herein.


 


In connection with the
purchase by the undersigned Subscriber of the Units, the Subscriber, on its own behalf or on behalf of each Disclosed Principal
for whom the Subscriber is acting (collectively, the “Subscriber”), hereby represents, warrants, covenants
and certifies to the Issuer (and acknowledges that the Issuer and its counsel are relying thereon) that:


 


		(a)	the Subscriber is purchasing the
                                         Units as principal for its own account and not for the benefit of any other person or
                                         is deemed to be purchasing as principal pursuant to NI 45-106;



 


		(b)	the Subscriber is an “accredited
                                         investor” within the meaning of NI 45-106 on the basis that the Subscriber fits
                                         within one of the categories of an “accredited investor” reproduced below
                                         beside which the Subscriber has indicated the undersigned belongs to such category;



 


		(c)	the Subscriber was not created
                                         or used solely to purchase or hold securities as an accredited investor as described
                                         in paragraph (m) below;



 


		(d)	if the Subscriber is an individual
                                         purchasing under category (j), (k) or (l) below, it has completed and signed Exhibit
                                         “A” attached hereto; and



 


		(e)	upon execution of this Schedule
                                         “B” by the Subscriber, this Schedule “B” shall be incorporated
                                         into and form a part of the Subscription Agreement to which this Schedule “B”
                                         is attached.



 


(PLEASE CHECK THE BOX OF THE APPLICABLE
CATEGORY OF ACCREDITED INVESTOR)


 


	 ̈	(a)	(i) except in Ontario, a Canadian financial institution, or a Schedule III bank;
    or
	 	 	 
	 	 	(ii) in Ontario, a financial institution that is (A) a bank listed in Schedule I, II or III
    of the Bank Act (Canada); (B) an association to which the Cooperative Credit Associations Act (Canada) applies
    or a central cooperative credit society for which an order has been made under subsection 473(1) of that Act; or (C) a loan
    corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial
    services cooperative or credit union league or federation that is authorized by a statute of Canada or Ontario to carry on
    business in Canada or Ontario, as the case may be;
	 	 	 
	 ̈	(b)	the Business Development Bank of Canada incorporated under the Business Development Bank
    of Canada Act (Canada);
	 	 	 
	 ̈	(c)	a subsidiary of any person or company referred to in paragraphs (a) or (b), if the person
    or company owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by
    directors of that subsidiary;
	 	 	 
	 ̈	(d)	a person or company registered under the securities legislation of a jurisdiction (province
    or territory) of Canada as an adviser or dealer (or in Ontario, except as otherwise prescribed by the regulations under the
    Securities Act (Ontario));
	 	 	 
	 ̈	(e)	an individual registered under the securities legislation of a jurisdiction of Canada as a
    representative of a person referred to in paragraph (d);


 




    	 	B-1	 



     


    

 


	 ̈	(e.1)	an individual formerly registered under the securities legislation of a jurisdiction
    of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or
    both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
	 	 	 
	 ̈	(f)	the Government of Canada or a jurisdiction (province or territory) of Canada, or any crown
    corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
	 	 	 
	 ̈	(g)	a municipality, public board or commission in Canada and a metropolitan community, school
    board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management
    board in Québec;
	 	 	 
	 ̈	(h)	any national, federal, state, provincial, territorial or municipal government of or in any
    foreign jurisdiction, or any agency of that government;
	 	 	 
	 ̈	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions
    (Canada), a pension commission or similar regulatory authority of a jurisdiction (province or territory) of Canada;
	 	 	 
	 ̈	(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having
    an aggregate realizable value that, before taxes, but net of any related liabilities, exceeds $1,000,000;
	 	 	 
	 ̈	(j.1)	an individual who beneficially owns financial assets having an aggregate realizable value
    that, before taxes but net of any related liabilities, exceeds $5,000,000;
	 	 	 
	 ̈	(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent
    calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent
    calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
	 	 	 
	 ̈	(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
	 	 	 
	 ̈	(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000
    as shown on its most recently prepared financial statements;
	 	 	 
	 ̈	(n)	an investment fund that distributes or has distributed its securities only to (i) a person
    that is or was an accredited investor at the time of the distribution, (ii) a person that acquires or acquired securities
    in the circumstances referred to in sections 2.10 [Minimum amount investment] or 2.19 [Additional investment in
    investment funds] of NI 45-106, or (iii) a person described in sub-paragraph (i) or (ii) that acquires or acquired securities
    under section 2.18 [Investment fund reinvestment] of NI 45-106;
	 	 	 
	 ̈	(o)	an investment fund that distributes or has distributed securities under a prospectus in a
    jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
	 	 	 
	 ̈	(p)	a trust company or trust corporation registered or authorized to carry on business under the
    Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction,
    acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
	 	 	 
	 ̈	(q)	a person acting on behalf of a fully managed account managed by that person, if that person
    is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction
    of Canada or a foreign jurisdiction;
	 	 	 
	 ̈	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade,
    has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction
    of the registered charity to give advice on the securities being traded;


 




    	 	B-2	 



     


    

 


	 ̈	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the
    entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
	 	 	 
	 ̈	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial,
    except the voting securities required by law to be owned by directors, are persons that are accredited investors;
	 	 	 
	 ̈	(u)	an investment fund that is advised by a person registered as an adviser or a person that is
    exempt from registration as an adviser;
	 	 	 
	 ̈	(v)	a person that is recognized or designated by the securities regulatory authority or, except
    in Québec, the regulator as an accredited investor;
	 	 	 
	 ̈	(w)	a trust established by an accredited investor for the benefit of the accredited investor’s
    family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited
    investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild
    of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse;
    or
	 	 	 
	 ̈	(x)	in Ontario, such other persons or companies as may be prescribed by the regulations under
    the Securities Act (Ontario).
	 	 	 
	 	 	***If checking this category (x), please provide a description
    of how this requirement is met.


 


For the purposes hereof, the following
definitions are included for convenience:


 


		(a)	“bank” means
                                         a bank named in Schedule I or II of the Bank Act (Canada);



 


		(b)	“Canadian financial institution”
                                         means (i) an association governed by the Cooperative Credit Associations Act (Canada)
                                         or a central cooperative credit society for which an order has been made under section
                                         473(1) of that Act, or (ii) a bank, loan corporation, trust company, trust corporation,
                                         insurance company, treasury branch, credit union, caisse populaire, financial services
                                         cooperative, or league that, in each case, is authorized by an enactment of Canada or
                                         a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;



 


		(c)	“company” means
                                         any corporation, incorporated association, incorporated syndicate or other incorporated
                                         organization;



 


		(d)	“eligibility adviser”
                                         means:



 


		(i)	(i)          a person that is registered
as an investment dealer and authorized to give advice with respect to the type of security being distributed, and



 


		(ii)	(ii)         in Saskatchewan or
Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a
public accountant who is a member in good standing of an institute or association of chartered accountants, certified general
accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must
not



 


		(iii)	(A)	have a professional,
business or personal relationship with the issuer, or any of its directors, executive officer, founders, or control persons, and



 


		(B)	have acted for or been retained
                                         personally or otherwise as an employee, executive officer, director, associate or partner
                                         of a person that has acted for or been retained by the issuer or any of its directors,
                                         executive officers, founders or control persons within the previous 12 months;



 


		(e)	“executive officer”
                                         means, for an issuer, an individual who is: (i) a chair, vice-chair or president, (ii)
                                         a vice-president in charge of a principal business unit, division or function including
                                         sales, finance or production, or (iii) performing a policy-making function in respect
                                         of the issuer;



 




    	 	B-3	 



     


    

 


		(f)	“financial assets”
                                         means (i) cash, (ii) securities, or (iii) a contract of insurance, a deposit or an evidence
                                         of a deposit that is not a security for the purposes of securities legislation;



 


		(g)	“fully managed account”
                                         means an account of a client for which a person makes the investment decisions if that
                                         person has full discretion to trade in securities for the account without requiring the
                                         client’s express consent to a transaction;



 


		(h)	“investment fund”
                                         has the same meaning as in National Instrument 81-106 Investment Fund Continuous Disclosure;



 


		(i)	“person” includes:
                                         (i) an individual, (ii) a corporation, (iii) a partnership, trust, fund and an association,
                                         syndicate, organization or other organized group of persons whether incorporated or not,
                                         and (iv) an individual or other person in that person’s capacity as a trustee,
                                         executor, administrator or personal or other legal representative.



 


		(j)	“related liabilities”
                                         means (i) liabilities incurred or assumed for the purpose of financing the acquisition
                                         or ownership of financial assets, or (ii) liabilities that are secured by financial assets;



 


		(k)	“Schedule III bank”
                                         means an authorized foreign bank named in Schedule III of the Bank Act (Canada);



 


		(l)	“spouse” means,
                                         an individual who, (i) is married to another individual and is not living separate and
                                         apart within the meaning of the Divorce Act (Canada), from the other individual,
                                         (ii) is living with another individual in a marriage-like relationship, including a marriage-like
                                         relationship between individuals of the same gender, or (iii) in Alberta, is an individual
                                         referred to in paragraph (i) or (ii), or is an adult interdependent partner within the
                                         meaning of the Adult Interdependent Relationships Act (Alberta); and



 


		(m)	“subsidiary”
                                         means an issuer that is controlled directly or indirectly by another issuer and includes
                                         a subsidiary of that subsidiary.



 


In NI 45-106 a person or company is an
affiliate of another person or company if one of them is a subsidiary of the other, or if each of them is controlled by the same
person.


 


In NI 45-106 and except in Part 2 Division
4 (Employee, Executive Officer, Director and Consultant Exemption) of NI 45-106, a person (first person) is considered to control
another person (second person) if (a) the first person, beneficially owns or directly or indirectly exercises control or direction
over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of
the directors of the second person, unless that first person holds the voting securities only to secure an obligation, (b) the
second person is a partnership, other than a limited partnership, and the first person holds more than 50% of the interests of
the partnership, or (c) the second person is a limited partnership and the general partner of the limited partnership is the first
person.


 


The foregoing representations contained
in this Accredited Investor Status Certificate are true and accurate as of the date of this Accredited Investor Status Certificate
and will be true and accurate as of the Closing Time and the Subscriber acknowledges that this Accredited Investor Status Certificate
is incorporated into and forms a part of the Subscription Agreement to which it is attached. If any such representations shall
not be true and accurate prior to the Closing Time, the undersigned shall give immediate written notice of such fact to the Issuer
prior to the Closing Time.


 


	Dated: 	____________________	 	Signed: 	________________________________
	 	 	 
	_________________________________

        Witness (If Subscriber is an Individual)
	 	__________________________________________

        Print the name of Subscriber

	 	 	 
	_________________________________

        Print Name of Witness
	 	__________________________________________

        If Subscriber is a corporation,

        print name and title of Authorized Signing Officer



 




    	 	B-4	 



     


    

 


EXHIBIT A TO SCHEDULE B


 


ACCREDITED INVESTOR RISK ACKNOWLEDGMENT
FORM


 


THIS “EXHIBIT A” TO SCHEDULE
“B” IS TO BE COMPLETED BY ACCREDITED INVESTORS WHO COMPLETED SCHEDULE “B” AND ARE INDIVIDUALS SUBSCRIBING
UNDER CATEGORIES (J), (K) OR (L) IN SCHEDULE “B” TO WHICH THIS EXHIBIT “A” IS ATTACHED.


 


	 

        WARNING!

        This investment is risky. Don't
        invest unless you can afford to lose all the money you pay for this investment.



 


	SECTION
    1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	1.  About
    your investment
	Type
    of securities: Units (each comprised of one common share and one common share purchase warrant) 	Issuer:
    NioCorp Developments Ltd.
	Purchased
    from: NioCorp Developments Ltd.
	SECTIONS
    2 TO 4 TO BE COMPLETED BY THE PURCHASER
	2.  Risk
    acknowledgement
	This
    investment is risky. Initial that you understand that:	Your
    

    Initials
	Risk
    of loss - You could lose your entire investment of $ _____________ . [Instruction: Insert the total dollar amount of
    the investment.]	 
	Liquidity
    risk - You may not be able to sell your investment quickly - or at all.	 
	Lack
    of information - You may receive little or no information about your investment.	 
	Lack
    of advice - You will not receive advice from the salesperson about whether this investment is suitable for you unless
    the salesperson is registered. The salesperson is the person who meets with, or provides information to, you about making
    this investment. To check whether the salesperson is registered, go to www.aretheyregistered.ca.	 
	3.  Accredited
    investor status
	You
    must meet at least one of the following criteria to be able to make this investment. Initial the statement that applies
    to you. (You may initial more than one statement.) The person identified in section 6 is responsible for ensuring that you
    meet the definition of accredited investor. That person, or the salesperson identified in section 5, can help you if you have
    questions about whether you meet these criteria.	Your
    

    initials
	·   Your
    net income before taxes was more than $200,000 in each of the 2 most recent calendar years, and you expect it to be more than
    $200,000 in the current calendar year. (You can find your net income before taxes on your personal income tax return.)	 
	·    Your
    net income before taxes combined with your spouse's was more than $300,000 in each of the 2 most recent calendar years, and
    you expect your combined net income before taxes to be more than $300,000 in the current calendar year.	 
	·    Either
    alone or with your spouse, you own more than $1 million in cash and securities, after subtracting any debt related to the
    cash and securities.	 
	·    Either
    alone or with your spouse, you have net assets worth more than $5 million. (Your net assets are your total assets (including
    real estate) minus your total debt.)	 
	 	 	 


 




    	 	B-5	 



     


    

 


	4.  Your
    name and signature
	By
    signing this form, you confirm that you have read this form and you understand the risks of making this investment as identified
    in this form.
	First
    and last name (please print):
	Signature:	Date:
	SECTION
    5 TO BE COMPLETED BY THE SALESPERSON 
	5.  Salesperson
    information
	[Instruction:
    The salesperson is the person who meets with, or provides information to, the purchaser with respect to making this investment.
    That could include a representative of the issuer or selling security holder, a registrant or a person who is exempt from
    the registration requirement.]
	First
    and last name of salesperson (please print):
	Telephone:	Email:
	Name
    of firm (if registered):
	SECTION
    6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER
	6.  For
    more information about this investment
	 

        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

         

        For
more information about prospectus exemptions, contact your local securities regulator. You can find contact information at www.securities-administrators.ca.

         



 


Form instructions:


 


		1.	This form does not mandate
                                         the use of a specific font size or style but the font must be legible.



 


		2.	The information in sections
                                         1, 5 and 6 must be completed before the purchaser completes and signs the form.



 


		3.	The purchaser must sign this
                                         form. Each of the purchaser and the issuer or selling security holder must receive a
                                         copy of this form signed by the purchaser. The issuer or selling security holder is required
                                         to keep a copy of this form for 8 years after the distribution.



 




    	 	B-6	 



     


    

 


SCHEDULE C


 


REGULATION S CERTIFICATE


 


TO BE COMPLETED BY PURCHASERS THAT ARE
NOT RESIDENT IN THE UNITED STATES AND ARE NOT A U.S. PURCHASER


 


THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”)
OR ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
(AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED
IN REGULATION S OF THE 1933 ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN ACCORDANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH
THE 1933 ACT. 


 


In connection with the undersigned’s
(the “Subscriber”) subscription for Units of the Issuer (a “Unit”), each Unit being comprised
of one common share in the capital of the Issuer (a “Unit Share”) and one common share purchase warrant (a
“Warrant”) of the Issuer and each Warrant entitling the holder to acquire one additional common share in the
capital of the Issuer (a “Warrant Share”), exercisable for a period of 36 months following the Closing at an
exercise price of C$0.85 per Warrant Share, by executing this Regulation S Certificate, the Subscriber represents, warrants and
covenants to and with the Issuer as follows (capitalized terms used herein and not otherwise defined shall have the meaning given
in the Subscription Agreement to which this Regulation S Certificate is attached):


 


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



 


		(b)	the Subscriber purchasing the Securities
                                         for its own account or for the account of one or more persons for whom it is 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 it nor any Disclosed Subscriber for whose
                                         account it is purchasing the Securities 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 Securities 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
                                         the Subscriber from selling or otherwise disposing of any of the Securities pursuant
                                         to registration thereof pursuant to the 1933 Act and any applicable state securities
                                         laws or under an exemption from such registration requirements;



 


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



 


		(d)	neither the Subscriber 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
                                         Securities for the account or benefit of a U.S. Person or person in the United States,
                                         (B) the Units were not offered to it or the Disclosed Subscriber, if any, in the United
                                         States and (C) at the time its buy order was made and the Subscription Agreement was
                                         executed, it (or its authorized signatory) were outside the United States;



 




    	 	C-1	 



     


    

 


		(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 1933 Act;



 


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



 


		(h)	the Subscriber agrees not to engage
                                         in hedging transactions in the Securities except in compliance with the 1933 Act;



 


		(i)	the Subscriber agrees that prior
                                         to the expiration of the one-year distribution compliance period set forth in Rule 903(b)(3)
                                         of Regulation S under the 1933 Act with regard to the Securities, it will not offer,
                                         sell or transfer, directly or indirectly, any of the Securities except in accordance
                                         with the provisions of Regulation S, pursuant to registration under the 1933 Act or pursuant
                                         to an available exemption from registration under the 1933 Act;



 


		(j)	the Subscriber understands and
                                         acknowledges that the Securities are “restricted securities” within the meaning
                                         of Rule 144 under the 1933 Act, and that if in the future it decides 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 1933 Act; (c) in accordance
                                         with Rule 144 under the 1933 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 1933 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
                                         1933 Act



 


		(k)	the Subscriber acknowledges and
                                         agrees that the Issuer is hereby bound by this Agreement and its agreements with its
                                         transfer agent to refuse to register any transfer of the Securities not made in accordance
                                         with Regulation S, pursuant to registration under the 1933 Act or pursuant to an available
                                         exemption from registration under the 1933 Act and in compliance with any applicable
                                         local laws and regulations; the Subscriber consents to the Issuer making a notation on
                                         its records or giving instructions to any transfer agent of the Securities in order to
                                         implement the restrictions on transfer set forth and described herein;



 


		(l)	the Subscriber acknowledges that
                                         upon the issuance of the Securities, and until such time as the same is no longer required
                                         under the applicable requirements of the 1933 Act or applicable state securities laws
                                         and regulations, the certificates representing the Securities, 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.”


 




    	 	C-2	 



     


    

 


if any of the Securities 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 Issuer, to the effect that the legend
is no longer required under applicable requirements of the 1933 Act;


 


		(g)	the Subscriber acknowledges that
                                         the Warrants may not be exercised unless exemptions are available from the registration
                                         requirements of the 1933 Act and the securities laws of all applicable states of the
                                         United States, and the holder has furnished an opinion of counsel of recognized standing
                                         in form and substance reasonably satisfactory to the Issuer to such effect; provided
                                         that a holder of warrants (a “Warrantholder”) will not be required
                                         to deliver an opinion of counsel in connection with its due exercise of the Warrants
                                         that comprise part of the Units purchased pursuant to the offering, for its own account
                                         or for the account of the original beneficial purchaser, if any, at a time when the Warrantholder
                                         and such original beneficial purchaser, if any, are outside the United States, are not
                                         U.S. Persons and are not exercising on behalf of U.S. Persons or persons in the United
                                         States and its representations and warranties contained in this Regulation S Certificate
                                         attached hereto remain true and correct in respect to the exercise of the Warrants and
                                         the holder represents to the Issuer as such.



 


		(h)	Upon the original issuance of the
                                         Warrants and until such time as is no longer required under applicable requirements of
                                         the 1933 Act or applicable state securities laws, all certificates representing the Warrants
                                         and all certificates issued in exchange therefor or in substitution thereof, shall bear
                                         a legend substantially in the following form:



 


“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.”


 


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



 




    	 	C-3	 



     


    

 


		(n)	the Subscriber understands that
                                         (i) the Issuer 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 Issuer is deemed
                                         to be, or to have been at any time previously, a Shell Company, Rule 144 under the 1933
                                         Act may not be available for resales of the Securities, and (iii) except as set forth
                                         in the Subscription Agreement, the Issuer is not obligated to make Rule 144 under the
                                         1933 Act available for resales of the Securities;



 


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



 


		(p)	the Subscriber understands and
                                         acknowledges that it is making the representations and warranties and agreements contained
                                         herein with the intent that the they may be relied upon by the Issuer, in determining
                                         its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting
                                         hereunder to purchase the Units.



 


The Subscriber undertakes to notify the
Issuer immediately at the principal offices of the Issuer of any change in any representation, warranty or other information relating
to the Subscriber set forth herein which takes place prior to the Closing.


 


The Company shall be entitled to rely
on delivery of a facsimile or PDF copy of this Regulation S Certificate.


 


DATED this________ day of ________________,
2017.


 


	 	 
	(Name of
                    Subscriber - please print)
	 
	 	 
	by:	 	 
	 	(Official Capacity or Title - please print)	 
	 	 
	Authorized
                    Signature
	 
		 
		 
	(Please print name of individual whose signature appears above if different than the name of the Subscriber
    printed above.)	 


 




    	 	C-4	 



     


    

 


SCHEDULE
D


 


U.S. PURCHASER CERTIFICATE


 


TO BE COMPLETED BY PURCHASERS THAT ARE
RESIDENT IN THE UNITED STATES OR ARE A U.S. PURCHASER


 


THE SECURITIES TO WHICH THIS SUBSCRIPTION
AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”)
OR ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES
(AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED
IN REGULATION S OF THE 1933 ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN ACCORDANCE
WITH ANY APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH
THE 1933 ACT. 


 


In connection with the undersigned’s
(the “Subscriber”) subscription for units of the Issuer (the “Units”), each Unit being comprised
of one common share in the capital of the Issuer (a “Unit Share”) and one common share purchase warrant (a
“Warrant”) of the Issuer and each Warrant entitling the holder to acquire one additional common share in the
capital of the Issuer (a “Warrant Share”), exercisable for a period of 36 months following the Closing at an
exercise price of C$0.85 per Warrant Share, by executing this U.S. Purchaser Certificate, the Subscriber represents, warrants
and covenants to and with the Issuer as follows (capitalized terms used herein and not otherwise defined shall have the meaning
given in the Subscription Agreement to which this U.S. Purchaser Certificate is attached):


 


		(a)	the Subscriber understands that
                                         the Securities have not been and will not be, prior to distribution, registered under
                                         the United States Securities Act of 1933, as amended (the “1933 Act”),
                                         or the securities laws of any state of the United States and that the offer and sale
                                         of the Offered Units to it will be made in reliance upon an exemption from registration
                                         under Rule 506(b) under Regulation D under the 1933 Act available to the Issuer for offers
                                         and sales to “accredited investors” as defined in Rule 501(a) of Regulation
                                         D under the 1933 Act (“Accredited Investors”);



 


		(b)	the Subscriber acknowledges that
                                         prior to the time of purchase of any Units it has been afforded the opportunity to ask
                                         such questions as it has deemed necessary of, and to receive answers from, representatives
                                         of the Issuer concerning the terms and conditions of the offering of the Units and to
                                         obtain such additional information which the Issuer possesses or can acquire without
                                         unreasonable effort or expense;



 


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



 


		(f)	the Subscriber (and, if the Subscriber
                                         is acting on behalf of a beneficial purchaser, such beneficial purchaser) (i) is an Accredited
                                         Investor, (ii) is acquiring the Units for its own account or for the account of one or
                                         more Accredited Investors with respect to which it exercises sole investment discretion,
                                         and in each case not with a view to any resale, distribution or other disposition of
                                         the Securities in violation of United States federal or state securities laws, and (iii)
                                         satisfies (and the beneficial purchaser, if any, satisfies) the requirements of the paragraphs
                                         below to which the Subscriber has affixed his or her initials



 




    	 	D-1	 



     


    

 


The line identified as “S”
next to the corresponding paragraph applicable to the Subscriber must be initialed and, if there is a beneficial purchaser, the
line identified as “BP” next to the corresponding paragraph describing the requirement satisfied by the beneficial
purchaser must be initialed:


 


	________________(S)

        ________________(BP)
	1.	Any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan
    association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or fiduciary
    capacity; any broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; any
    insurance company as defined in Section 2(a)(13) of the 1933 Act; any investment company registered under the Investment
    Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment
    Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment
    Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
    of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of US$5,000,000;
    any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment
    decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association,
    insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000,
    or, if a self-directed plan, with investment decisions made solely by persons that are “accredited investors”
    as defined in Rule 501(a) under the 1933 Act;
	 	 	 
	________________(S)

        ________________(BP)
	2.	Any private business development company as defined in Section 202(a)(22) of the Investments
    Advisers Act of 1940;
	 	 	 
	________________(S)

        ________________(BP)
	3.	Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
    or Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Offered Units
    offered, with total assets in excess of US$5,000,000;
	 	 	 
	________________(S)

        ________________(BP)
	4.	A director, executive officer or general partner of the Issuer; or
	 	 	 
	________________(S)

        ________________(BP)
	5.	A natural person whose individual net worth, or joint net worth with that person’s spouse,
    at the time of this purchase exceeds US$1,000,000; provided, however, that (i) a person’s primary residence shall not
    be included as an asset; (ii) indebtedness that is secured by the person’s primary residence, up to the estimated fair
    market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except
    that if the amount of such indebtedness outstanding at the time of the sale of securities exceeds the amount outstanding 60
    days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall
    be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the
    estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;
    or
	 	 	 
	________________(S)

        ________________(BP)
	6.	A natural person who had an individual income in excess of US$200,000 in each of the two most
    recent years or joint income with that person's spouse in excess of US$300,000 in each of those years and has a reasonable
    expectation of reaching the same income level in the current year; or


 




    	 	D-2	 



     


    

 


	________________(S)

        ________________(BP)
	7.	Any trust with total assets in excess of US$5,000,000, not formed for the specific
    purpose of acquiring the Offered Units, whose purchase is directed by a sophisticated person, being defined as a person who
    has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and
    risks of the prospective investment.
	 	 	 
	________________(S)

        ________________(BP)
	8.	An entity in which all of the equity owners are accredited investors (if this category is
    selected, the Subscriber must provide certification as to the category under which each equity owner qualifies as an Accredited
    Investor).


 


		(i)	the Subscriber acknowledges that
                                         it has not purchased the Units as a result of any “general solicitation”
                                         or “general advertising” (as those terms are used in Regulation D under the
                                         1933 Act), including any advertisements, articles, notices or other communications published
                                         on the internet or in any newspaper, magazine or similar media or broadcast over radio,
                                         television or the internet, or any seminar or meeting whose attendees have been invited
                                         by general solicitation or general advertising;



 


		(j)	the Subscriber understands and
                                         acknowledges that the Securities are “restricted securities” within the meaning
                                         of Rule 144 under the 1933 Act, and that if in the future it decides 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 1933 Act; (c) in accordance
                                         with Rule 144 under the 1933 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 1933 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
                                         1933 Act;



 


		(k)	the Subscriber understands and
                                         acknowledges that upon the original issuance of the Securities and until such time as
                                         the same is no longer required under applicable requirements of the 1933 Act or applicable
                                         securities laws of any state of the United States, certificates representing the Securities
                                         and all certificates issued in exchange therefor or in substitution thereof, shall bear
                                         a legend to the following effect:



 


“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 Securities 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 Issuer, to the effect that the legend
is no longer required under applicable requirements of the 1933 Act;


 


		(l)	The Warrants may not be exercised
                                         unless exemptions are available from the registration requirements of the 1933 Act and
                                         the securities laws of all applicable states of the United States, and the holder has
                                         furnished an opinion of counsel of recognized standing in form and substance reasonably
                                         satisfactory to the Issuer to such effect; provided that a holder of warrants (a “Warrantholder”)
                                         will not be required to deliver an opinion of counsel in connection with its due exercise
                                         of the Warrants that comprise part of the Units purchased pursuant to the Offering, for
                                         its own account or for the account of the original beneficial purchaser, if any, at a
                                         time when the Warrantholder and such original beneficial purchaser, if any, are Accredited
                                         Investors and its representations and warranties contained in this U.S. Purchaser Certificate
                                         remain true and correct in respect to the exercise of the Warrants and the holder represents
                                         to the Issuer as such.



 


		(m)	Upon the original issuance of the
                                         Warrants and until such time as is no longer required under applicable requirements of
                                         the 1933 Act or applicable state securities laws, all certificates representing the Warrants
                                         sold in the United States and to, or for the account or benefit of, U.S. Persons, and
                                         all certificates issued in exchange therefor or in substitution thereof, shall bear a
                                         legend substantially in the following form:



 


“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.”


 


		(n)	the Subscriber consents to the
                                         Issuer making a notation on its records or giving instructions to any transfer agent
                                         of the Securities in order to implement the restrictions on transfer set forth and described
                                         herein;



 


		(o)	the Subscriber understands and
                                         acknowledges that, except as set forth in the Subscription Agreement, the Issuer is not
                                         obligated to file and has no present intention of filing with the United States Securities
                                         and Exchange Commission or with any state securities commission any registration statement
                                         in respect of resales of the Securities in the United States;



 


		(p)	if required by applicable securities
                                         legislation, regulatory policy or order or by any securities commission, stock exchange
                                         or other regulatory authority, the Subscriber will execute, deliver and file and otherwise
                                         assist the Issuer in filing reports, questionnaires, undertakings and other documents
                                         with respect to the issue of the Securities;



 




    	 	D-4	 



     


    

 


		(q)	the Subscriber acknowledges and
                                         understands that there may be material tax consequences to it of the acquisition, ownership,
                                         holding, exercise or disposition of the Securities including those relating to the Issuer’s
                                         status as a “passive foreign investment corporation” under the Internal Revenue
                                         Code of 1986, as amended. The Issuer does not give any opinion or make any representation
                                         with respect to tax consequences to such persons under the United States, state, local
                                         or foreign law of the acquisition, ownership, holding, exercise or disposition of the
                                         Securities. Such persons should consult their own tax advisors about the United States,
                                         state, local and foreign tax consequences of acquiring, owning, holding, exercising and
                                         disposing of the Securities;



 


		(r)	it acknowledges that it is encouraged
                                         to obtain independent legal, income tax and investment advice with respect to its subscription
                                         for the Units and accordingly, has had an opportunity to acquire an understanding of
                                         the meanings of all terms contained herein relevant to the Subscriber for the purpose
                                         of giving the representations, warranties and covenants contained herein;



 


		(s)	the Subscriber has been independently
                                         advised as to the applicable hold period and restrictions with respect to trading imposed
                                         in respect of the Securities by securities legislation in the jurisdiction in which it
                                         resides, and confirms that no representation has been made respecting the applicable
                                         hold periods for such Securities and is aware of the risks and other characteristics
                                         of the Securities and of the fact that the Subscriber may not be able to resell any of
                                         the Securities except in accordance with applicable securities legislation and regulatory
                                         policy; and



 


		(t)	the Subscriber understands and
                                         acknowledges that it is making the representations and warranties and agreements contained
                                         herein with the intent that the they may be relied upon by the Issuer, in determining
                                         its eligibility or (if applicable) the eligibility of others on whose behalf it is contracting
                                         hereunder to purchase the Units.



 


The Subscriber undertakes to notify the
Issuer immediately at the principal offices of the Issuer of any change in any representation, warranty or other information relating
to the Subscriber set forth herein which takes place prior to the Closing.


 


The Company shall be entitled to rely
on delivery of a facsimile or PDF copy of this U.S. Purchaser Certificate.


 


DATED this________ day of ________________,
2017.


 


	 	 
	(Name of
                    Subscriber - please print)
	 
	 	 
	by:	 	 
	 	(Official Capacity or Title - please print)	 
	 	 
	Authorized
                    Signature
	 
	 	 
	 	 
	 (Please print name of individual whose signature appears above if different than the name of the Subscriber
    printed above.)	 


 




    	 	D-5	 



     


    

 


SCHEDULE E


 


SELLING SHAREHOLDER

QUESTIONNAIRE


 


TO BE COMPLETED BY ANY PURCHASER THAT
DESIRES TO BE NAMED IN THE RESALE REGISTRATION STATEMENT


 


This questionnaire is being sent to each
selling shareholder of NioCorp Developments Ltd. (the “Company”) that purchased the Units. The undersigned
understands that it will be named as a selling shareholder in the Company’s resale registration statement filed with the
Securities and Exchange Commission (the “Resale Registration Statement”). The Resale Registration Statement
registers for resale under the Securities Act of 1933, as amended (the “Securities Act”), the Shares and Warrant
Shares underlying the Units that the undersigned beneficially owns (the “Registrable Securities”). The Company
will use the information that the undersigned provides in this Questionnaire to ensure the accuracy of the Resale Registration
Statement.


 


Certain legal consequences arise from
being named as a selling shareholder in the Resale Registration Statement. Accordingly, holders and beneficial owners of securities
to be registered under the Resale Registration Statement are advised to consult their own securities counsel regarding the consequences
of being named or not being named as a selling shareholder in the Resale Registration Statement.


 


The undersigned acknowledges that by completing,
dating, executing and returning this Questionnaire to the Company, the undersigned is giving written notice to the Company of
its desire to have the securities disclosed in response to Question 5(b) of this Questionnaire included in the Resale Registration
Statement.


 


Please answer every
question.


 


If the answer to
any question is “none” or “not applicable,” please so state.


 


1.                 
Name. Type or print the full legal name of the selling shareholder.


 


__________________________________________________________________


 


2.                 
Contact Information. Provide the address, telephone number, fax number and email address of the selling shareholder.


 


	Address:	_________________________	 
	 	 	 
	 	_________________________	 
	 	 	 
	Phone:	_________________________	 
	 	 	 
	Fax:	_________________________	 
	 	 	 
	Email:	_________________________	 


 


3.                 
Relationship with the Company. Describe the nature of any position, office or other material relationship the selling shareholder
has had with the Company during the past three years.


 


__________________________________________________________________


 


__________________________________________________________________


 




    	 	E-1	 



     


    

 


4.                 
Organizational Structure. Please indicate or (if applicable) describe how the selling shareholder is organized.


 


	Is the selling
                           shareholder a natural person?

         

        (If so, please mark the box
        and skip to Question 5.)
	 ̈ Yes	  ̈ No	 


 


	Is the selling
                           shareholder a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange
                           Act”)?

         

        (If so, please mark the box
        and skip to Question 5.)
	 ̈ Yes	  ̈ No	 


 


	Is the selling
                           shareholder a majority-owned subsidiary of a reporting company under the Exchange Act?

         

        (If so, please mark the box
        and skip to Question 5.)
	 ̈ Yes	  ̈ No	 


 


	Is the selling
                           shareholder a registered investment company under the Investment Company Act of 1940?

         

        (If so, please mark the box
        and skip to Question 5.)
	 ̈ Yes	  ̈ No	 


 


If the answer to all
of the foregoing questions is “no,” please describe: (i) the exact legal description of the selling shareholder (e.g.,
corporation, partnership, limited liability company, etc.); (ii) whether the legal entity so described is managed by another entity
and the exact legal description of such entity (repeat this step until the last entity described is managed by a person or persons,
each of whom is described in any one of (a) through (d) above); (iii) the names of each person or persons having voting and investment
control over the Company’s securities that the entity owns (e.g., director(s), general partner(s), managing member(s), etc.).


 


(a)               
Legal Description of Entity:


 


____________________________________________________________


 


(b)              
Name of Entit(ies)/(y) Managing Such Entity (if any):


 


____________________________________________________________


 


____________________________________________________________


 


(c)               
Name of Entit(ies)/(y) Managing such Entit(ies)/(y) (if any):


 


____________________________________________________________


 


____________________________________________________________


 


(d)              
Name(s) of Natural Person(s) Having Voting or Investment Control Over the Shares Held by such Entit(ies)/(y):


 


____________________________________________________________


 




    	 	E-2	 



     


    

 


5.                 
Ownership of the Company’s Securities. This question covers beneficial ownership of the Company’s securities.
Please consult Appendix A to this Questionnaire for information as to the meaning of “beneficial ownership”.
State (a) the number of shares of the Company’s common stock (including any shares issuable upon exercise of warrants or
other convertible securities) that the selling shareholder beneficially owned as of the date this Questionnaire is signed (not
including the Purchased Securities or Registrable Securities) and (b) the number of Registrable Securities underlying the Purchased
Securities purchased in the Offering that the selling shareholder wishes to have registered for resale in the Resale Registration
Statement (or, at your convenience, simply specify the number of Purchased Securities and we will be permitted to assume that
you wish all underlying Registrable Securities to be included in the Resale Registration Statement):


 


(a)               
Number of shares of common stock and other equity securities owned (not including the securities purchased in the Offering):


 


____________________________________________________________


 


(b)              
Number of Registrable Securities to be registered for resale in the Resale Registration Statement (or, at your convenience,
simply specify the number of Purchased Securities and we will be permitted to assume that you wish all underlying Registrable
Securities to be included in the Resale Registration Statement):


 


____________________________________________________________


 


6.                 
Broker-Dealer Status.


            


	(a) Is the selling shareholder a broker-dealer?	 ̈ Yes	  ̈ No	 


              


	(b) If the
                           answer to Section 6(a) is “yes,” did the selling shareholder receive the Registrable Securities
                           as compensation for investment banking services to the Company?

         

        Note: If the answer to 6(b) is
        “no,” SEC guidance has indicated that the selling shareholder should be identified as an underwriter in the
        Resale Registration Statement.
	 ̈ Yes	  ̈ No	 
	 	 	 	 
	(c) Is the selling shareholder an affiliate of a broker-dealer?	 ̈ Yes	  ̈ No	 


 


	(d) If the
                           selling shareholder is an affiliate of a broker-dealer, does the selling shareholder certify that it
                           purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase
                           of the Registrable Securities to be resold, the selling shareholder had no agreements or understandings,
                           directly or indirectly, with any person to distribute the Registrable Securities?

         

        Note: If the answer to 6(d) is
        “no,” SEC guidance has indicated that the selling shareholder should be identified as an underwriter in the
        Resale Registration Statement.
	 ̈ Yes	  ̈ No	 


 




    	 	E-3	 



     


    

 


7.                 
Plan of Distribution. Do you have any agreement, “arrangement” or understanding with any securities underwriter,
broker or dealer relating to the sale or proposed sale of any of the shares of Common Stock of the Company held by you, or as
to which you have the right to acquire, as listed above in response to Question 5(b)?


 


	 	 ̈ Yes	  ̈ No	 


 


If the answer is “yes”,
please describe:


 


__________________________________________________________________


 


__________________________________________________________________





 


8.                 
Legal Proceedings with the Company. Is the Company a party to any pending legal proceeding in which the selling shareholder
is named as an adverse party?


 


	 	 ̈ Yes	  ̈ No	 


 


State any exceptions
here:


 


__________________________________________________________________


 


__________________________________________________________________


 


9.                 
Reliance on Responses. The undersigned acknowledges and agrees that the Company and its legal counsel shall be entitled
to rely on its responses in this Questionnaire in all matters pertaining to the Resale Registration Statement and the sale of
any Registrable Securities pursuant to the Resale Registration Statement.


 


If the Company is
required to file a new or additional resale registration statement to register Registrable Securities beneficially owned by the
selling shareholder, the undersigned hereby agrees to complete and return to the Company, upon the request of the Company, a new
Questionnaire (in a form substantially similar to this Questionnaire).


 


If the selling shareholder
transfers all or any portion of its Registrable Securities after the date on which the information in this Questionnaire is provided
to the Company, the undersigned hereby agrees to notify the transferee(s) at the time of transfer of its rights and obligations
hereunder.


 


By signing below,
the undersigned represents that the information provided herein is accurate and complete. The undersigned agrees to promptly notify
the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at
any time while the Resale Registration Statement remains effective.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein and the inclusion of such information in the Resale Registration Statement
and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of the Resale Registration Statement.


 




    	 	E-4	 



     


    

 


IN WITNESS WHEREOF the undersigned, by
authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized
agent.


 





	Dated: ___________________	Beneficial Owner:
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


AS SOON AS POSSIBLE, PLEASE EMAIL A
COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO THE ADDRESS IDENTIFIED
IN THE SUBSCRIPTION AGREEMENT. 


 




    	 	E-5	 



     


    

 


APPENDIX
A TO SCHEDULE E


 


Definition
of “Beneficial Ownership”


 


1. A “Beneficial
Owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise has or shares:


 


(a) Voting power which
includes the power to vote, or to direct the voting of, such security; and/or


 


(b) Investment power
which includes the power to dispose, or direct the disposition of, such security.


 


Please note that either
voting power or investment power, or both, is sufficient for you to be considered the beneficial owner of shares.


 


 


2. Any person who,
directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement
or device with the purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting
of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of the federal securities acts shall
be deemed to be the beneficial owner of such security.


 


3. Notwithstanding
the provisions of paragraph (1), a person is deemed to be the “beneficial owner” of a security if that person has
the right to acquire beneficial ownership of such security within 60 days, including but not limited to any right to acquire:
(a) through the exercise of any option, warrant or right; (b) through the conversion of a security; (c) pursuant to the power
to revoke a trust, discretionary account or similar arrangement; or (d) pursuant to the automatic termination of a trust, discretionary
account or similar arrangement; provided, however, any person who acquires a security or power specified in (a), (b) or (c) above,
with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in
any transaction having such purpose or effect, immediately upon such acquisition shall be deemed to be the beneficial owner of
the securities which may be acquired through the exercise or conversion of such security or power.


 




    	 	E-6	 



     


    

 


SCHEDULE F


 


WIRE TRANSFER INSTRUCTIONS


 


Payments coming in USD or other Foreign
Currencies (Except CAD):


 


	Beneficiary Bank:	Silicon Valley Bank
	 	3003 Tasman Dr.
	 	Santa Clara, CA 95054
	 	 
	Swift code:	SVBKUS6S
	ABA/Routing	121140399
	 	 
	 	Account # 3301484893
	 	 
	Payment Details:	Beneficiary name and address:
	 	NioCorp Developments Ltd
	 	7000 S. Yosemite St, Suite 115
	 	Centennial, CO 80112
	 	 
	Payments coming in Canadian Dollars:
	 	 
	Beneficiary Bank:	TD Canada Trust
	 	1055 Dunsmuir St.
	 	Vancouver, B.C. V7X 1P3, Canada
	 	Branch Transit: 02160
	 	Institution No.: 004
	 	 
	Swift code:	TDOMCATTTOR
	 	 
	 	Account # 0216 5206833
	 	 
	Payment Details:	Beneficiary name and address:
	 	NioCorp Developments Ltd.
	 	7000 S. Yosemite St, Suite 115
	 	Centennial, CO 80112
	 	 
	 	Canadian Clearing Code:  CC000494000
	 	 
	 	Use the Canadian Clearing Code as the Bank ID for payments sent from other banks in Canada to
    TD Canada Trust


 




    	 	F-1