Exhibit 4.1


 


		Date:	June
27, 2018



 


NioCorp
Developments Ltd.


 


as
Company


 


Lind
Asset Management IV, LLC


 


as
Investor


 


Convertible
Security Funding Agreement


 


Agreement
for a private placement of up to US$1,000,000 by way of a convertible security


 






     


     


    

 





Contents







 


	1.	Definitions and Interpretation	2
	 	 	 
	 	1.1	Definitions	2
	 	1.2	Interpretation	13
	 	 	 	 
	2.	Convertible Securities	14
	 	 	 
	 	2.1	Convertible Securities	14
	 	2.2	Interest	16
	 	 	 	 
	3.	Closing Warrants	16
	 	 	 
	 	3.1	Closing Warrants	16
	 	 	 	 
	4.	Conditions Precedent to Closing	17
	 	 	 
	 	4.1	Conditions Precedent to Closing – Investor	17
	 	4.2	Conditions Precedent to Closing – Company	18
	 	 	 	 
	5.	Buy-Back, Market Cap / Cash Balance
    Conversion Event and Conversion of the Convertible Security	19
	 		
	 	5.1	Buy-Back and Market Cap /Cash Balance Conversion Event	19
	 	5.2	Conversion of the Convertible Security	20
	 	5.3	Issuing of Investor’s Shares	22
	 	5.4	Limitation on Shares Issuable on Conversion	22
	 	 	 	 
	6.	Additional Conditions to Investor’s Shares	23
	 	 	 
	 	6.1	Conditions to issue of Investor’s Shares	23
	 	6.2	Consequence of failure to meet conditions	24
	 	 	 	 
	7.	Representations and Warranties by the Company	24
	 	 	 
	 	7.1	Representations and Warranties	24
	 	7.2	Investor’s reliance	31
	 	7.3	Construction of representation and warranties	31
	 	7.4	Disclosures and limitations	31
	 	7.5	Notice	31
	 	 	 	 
	8.	Representations and Warranties of the Investor	31
	 	 	 
	 	8.1	Representations and warranties	31
	 	8.2	Company’s reliance	35
	 	8.3	Construction of representation and warranties	35
	 	8.4	Notice	35
	 	 	 	 
	9.	Terms of the Warrants	35
	 	 	 
	10.	Additional Covenants and Agreements	35
	 	 	 
	 	10.1	U.S. Transfer and Sale Restrictions	35
	 	10.2	Ranking of the Investor’s Shares	35
	 	10.3	Ranking of Investor’s interest in each Convertible Securities	35
	 	10.4	Right of First Refusal	36
	 	10.5	Rights of Investor	39
	 	10.6	Compliance with Laws	39
	 	10.7	TSX Listing	39
	 	10.8	Adjustments on Arrangements, Take-Overs and Changes of Control	39
	 	10.9	Register of Convertible Securities	40
	 	10.10	Prohibited Transactions	40
	 	10.11	No shorting	40
	 	10.12	Investor’s Share Custodian	40
	 	10.13	Set-Off	40


 






    -i- 


     


    

 


	 	10.14	Set-Off Exclusion	40
	 	10.15	Miscellaneous Negative Covenants	41
	 	10.16	Use of Proceeds	41
	 	10.17	Withholding Gross-Up	41
	 	10.18	Resale Registration Statement	41
	 	 	 	 
	11.	Taxes	 	42
	 	 	 	 
	12.	Default	42
	 	 	 
	 	12.1	Events of Default	42
	 	12.2	Investor Right to Investigate an Event of Default	44
	 	 	 	 
	13.	Notice and Cure Provisions	45
	 	 	 
	14.	Rights of the Investor upon an Event of Default	45
	 	 	 
	15.	Termination	46
	 	 	 
	 	15.1	Events of Termination	46
	 	15.2	Effect of Termination	47
	 	 	 	 
	16.	Survival and Indemnification	48
	 	 	 
	 	16.1	Survival	48
	 	16.2	Indemnification of Investor	48
	 	 	 	 
	17.	Miscellaneous	49
	 	 	 
	 	17.1	Time of the essence	49
	 	17.2	No partnership or advisory or fiduciary relationship	49
	 	17.3	Remedies and injunctive relief	49
	 	17.4	Adjustments	50
	 	17.5	Successors and assigns	50
	 	17.6	Counterparts and e-mail	50
	 	17.7	Notices	51
	 	17.8	Amendments and waivers	52
	 	17.9	Legal Costs	52
	 	17.10	Payments under this Agreement	52
	 	17.11	Financial calculations	52
	 	17.12	Non circumvention	53
	 	17.13	Good Faith	53
	 	17.14	Publicity and confidentiality	53
	 	17.15	Severability and supervening legislation	54
	 	17.16	Illegality and impossibility	54
	 	17.17	Change in Law	54
	 	17.18	Entire Agreement	55
	 	17.19	Governing Law	55
	 	17.20	Jurisdiction	55
	 	Schedule 1 – Disclosure Schedule	57
	 	Annexure A – Warrant Certificate	60
	 	Annexure B – Form of Board Resolution	78







 




    -ii- 


     


    

 


This
Agreement is made the 27 day of June 2018


 


Parties


 


		1.	NioCorp
                                         Developments Ltd. of Suite 115 – 7000 South Yosemite Street, Centennial CO 80112,
                                         having a registered and records office at Suite 700 – 595 Burrard Street, Vancouver,
                                         British Columbia, V7X 1S8 (the Company)



 


		2.	Lind
                                         Asset Management IV, LLC of 370 Lexington Ave, Suite 1900, New York, NY 10017 U.S.A (the
                                         Investor)



 


Recital


 








		A.	The
                                         Investor and the Company previously entered into the 2015 Convertible Security Agreement
                                         (as defined herein);



 


		B.	The
                                         Investor has agreed to invest an amount of up to US$1,000,000 in the Company, and the
                                         Company has agreed to issue the Convertible Security to the Investor in accordance with
                                         the terms of this Agreement; and



 


		C.	Upon
                                         the execution of this Agreement, the Company and the Investor agree that no further funding
                                         will be provided under the 2015 Convertible Security Agreement.



 


It
is agreed as follows:


 


		1.	Definitions
                                         and Interpretation



 


		1.1	Definitions



 


The
following definitions apply unless the context requires otherwise.


 


1933
Act means the United States Securities Act of 1933.


 


2015
Convertible Security Agreement means the Convertible Security Funding Agreement between the Company and the Investor dated
December 14, 2015, as amended.


 


Affiliate
has the meaning ascribed to the terms “affiliate” and “affiliated” under the Securities Act
(British Columbia).


 


Agreement
means this agreement.


 


Amount
Outstanding means the then-outstanding Face Value following the issuance of the Convertible Security, after:


 


		(a)	conversion
                                         of the Convertible Security of any Conversion Amounts into Conversion Shares under clause
                                         5.2 (if any); and



 


		(b)	any
                                         other amounts have been repaid by the Company to the Investor in respect of the Face
                                         Value.



 


Business
Day means any day of the year, other than a Saturday, Sunday or a statutory holiday in New York, New York, Vancouver,
British Columbia or Toronto, Ontario.


 


Business
Hours means 9:00AM to 5:00PM.


 






     


     


    

 


Buy-Back
Amount Outstanding means:


 


		(a)	during
                                         the Lock-Up Period, the Amount Outstanding in respect of the Convertible Security, less
                                         the Buy-Back Conversion Amount, as described in clause 5.1(c)(i); and



 


		(b)	following
                                         the Lock-Up Period, 105% multiplied by the Amount Outstanding in respect of the Convertible
                                         Security, less the Buy-Back Conversion Amount, as described in clause 5.1(c)(i).



 


Buy-Back
Conversion Amount means the amount so specified by the Investor to the Company under a Buy-Back Conversion Notice under
clause 5.1(b).


 


Buy-Back
Conversion Date has the meaning given to it in clause 5.1(c);


 


Buy-Back
Conversion Notice means a notice issued by the Investor to the Company as described in clause 5.1(b).


 


Buy-Back
Conversion Option has the meaning given to it in clause 5.1(a).


 


Buy-Back
Conversion Shares has the meaning given to it in clause 5.1(b).


 


Buy-Back
Notice means a notice issued by the Company to the Investor as described in clause 5.1(a).


 


C$
(or CAD or C$) means Canadian dollars, the legal currency of Canada.


 


Canadian
Securities Laws means all applicable securities laws in each of the Provinces of British Columbia, Alberta, Saskatchewan,
Ontario and New Brunswick emanating from Governmental Authorities including the respective rules and regulations made thereunder
together with applicable published national and local instruments, policy statements, notices, blanket rulings and orders of the
Securities Commissions, all discretionary rulings and orders, if any, of the Securities Commissions and the TSX Rules, all as
the same are in effect at the date hereof.


 


Cash
Conversion Amount has the meaning given to that term in clause 5.4(c)(i).


 


Cash
Conversion Notice has the meaning given to that term in clause 5.4(c)(i).


 


Change
in Law Termination Event means:


 


		(i)	a
                                         change in an interpretation or administration of a Law;



 


		(ii)	compliance
                                         by the Investor or any of its Affiliates with a Law or an interpretation or administration
                                         of a Law; or



 


		(iii)	a
                                         change after the date of this Agreement in a Law or an interpretation or administration
                                         of a Law,



 


which
has, in the reasonable opinion of the Investor, directly or indirectly, the effect of:


 


		(iv)	materially
                                         varying the duties, obligations or liabilities of the Company or the Investor in connection
                                         with any Transaction Document or Contemplated Transactions such that the Investor’s
                                         rights, powers, benefits, remedies or economic burden (including any Tax treatment in
                                         the hands of the Investor) are materially adversely affected; or



 


		(v)	otherwise
                                         materially adversely affecting rights, powers, benefits, remedies or the economic burden
                                         of the Investor (including by way of delay or postponement),



 


provided
that the definition of Change in Law Termination Event excludes for this purpose any provisions in the Criminal Code (Canada)
regarding criminal rates of interest.


 






     - 3 -


     


    

 


CEO
Loan means the loan agreement between the Company and Mark Smith, dated June 17, 2015, as amended.


 


Change
of Control Event means, in respect of the Company:


 


		(a)	a
                                         change in the composition of the board of directors of the Company at a single shareholder
                                         meeting where 50% or more of the individuals that are directors at the start of such
                                         shareholder meeting are no longer directors at the conclusion of such meeting, unless
                                         the new directors have been nominated by management;



 


		(b)	other
                                         than a shareholder that holds such a position at the date of this Agreement, if an individual,
                                         person or legal entity comes to have beneficial ownership, control or direction over
                                         more than 50% of the voting rights attached to any class of voting securities of the
                                         Company; or



 


		(c)	the
                                         sale or other disposition by the Company or any of its Material Subsidiaries in a single
                                         transaction, or in a series of transactions, of all or substantially all of their respective
                                         assets.



 


Closing
has the meaning given to that term in clause 2.1.


 


Closing
Date has the meaning given to that term in clause 2.1.


 


Contemplated
Transactions means the transactions contemplated in this Agreement.


 


Conversion
means the conversion of the Convertible Security in accordance with clause 5.2, and including, for greater certainty,
a conversion of the Convertible Security pursuant to a Buy-Back Conversion Notice or a Market Cap / Cash Balance Conversion Notice.


 


Conversion
Amount means an amount specified in a Conversion Notice in accordance with clause 5.2(d)(iv) the Buy-Back Conversion Amount
or the Market Cap / Cash Balance Conversion Amount, as applicable.


 


Conversion
Date means a date specified by the Investor in a Conversion Notice.


 


Conversion
Notice means a notice given by the Investor to the Company pursuant to clause 5.2(a), a Buy-Back Conversion Notice or
a Market Cap / Cash Balance Conversion Notice, as applicable.


 


Conversion
Notice Date means the date of a Conversion Notice, the date of a Buy-Back Conversion Notice or the date of a Market Cap
/ Cash Balance Conversion Notice.


 


Conversion
Price means the price per Share equal to 85% of the VWAP per Share (in Canadian dollars) for the five (5) consecutive
Trading Days immediately prior to the Conversion Notice Date.


 


Conversion
Shares means Shares issuable or issued (as applicable) in accordance with clause 5.2, including, for greater certainty,
the Buy-Back Conversion Shares and the Market Cap / Cash Balance Conversion Shares.


 


Convertible
Security has the meaning given to that term in clause 2.1.


 


Corporations
Act means the Business Corporation Act (British Columbia) and the regulations thereunder.


 


Debt
Proceeds has the meaning given to that term in clause 10.3(b)(i).


 


Debt
Proceeds Notification has the meaning given to that term in clause 10.3(b).


 






     - 4 -


     


    

 


Designated
CAD Equivalent Amount means in relation to a specific US dollar amount, the CAD equivalent of that specified US dollar
amount converted using the closing mid-point spot CAD/US dollars exchange rate (as reported by Bloomberg, LP).


 


Designated
Warrant Holder means:


 


Lind
Asset Management IV, LLC

c/o The Lind Partners, LLC

370 Lexington Ave, Suite 1900

New York, NY 10017 USA


 


or
such other Person as Investor designates in writing to Company, provided such Person is entitled to subscribe for such Warrants
in compliance with prospectus and registration exemptions of applicable securities laws and the Rules of TSX.


 


Disclosure
Schedule has the meaning given to that term in clause 7.4(b).


 


Elk
Creek Project means the Company’s Niobium / Scandium / Titanium project, consisting of the Company’s Elk Creek
Carbonatite property, located in south-east Nebraska, USA.


 


E-mail
Time has the meaning given to that term in clause 17.7(d)(i).


 


Environmental
Laws has the meaning given to that term in clause 7.1(p).


 


Event
of Default means an event of default as set out in clause 12.1.


 


Exchange
Act means the United States Securities Exchange Act of 1934.


 


Execution
Date means the date of mutual execution of this Agreement, or where one Party executes this Agreement on a date prior
to another Party, means the date upon which the second Party executes this Agreement.


 


Face
Value means the Face Value of the Convertible Security as set out in and varied by clause 2.1.


 


Frustration
Termination Event means there comes into being an applicable Law which, or an official or reasonable interpretation of
which, in the Investor’s reasonable opinion, makes it illegal or impossible for the Investor or the Company to undertake
any of the Contemplated Transactions, in accordance with this Agreement, or renders consummation of any of the Contemplated Transactions
in accordance with this Agreement unenforceable, void, voidable or unlawful, or contrary to or inconsistent with any Law, provided
that the definition of Frustration Termination Event excludes for this purpose any provisions in the Criminal Code (Canada)
regarding criminal rates of interest.


 


GAAP
has the meaning given to that term in clause 8.1(m).


 


Governmental
Authority means any United States, Canadian or other (a) multinational, federal, provincial, state, regional, municipal,
local or other government, governmental or public department, central bank, court, tribunal, arbitral body, bureau or agency,
domestic or foreign, (b) any subdivision, agent, commission, board, or authority of any of the foregoing, or (c) any quasi-governmental
or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing,
and any stock exchange or self-regulatory authority and, for greater certainty, includes the Securities Commissions, the TSX and
the Investment Industry Regulatory Organization of Canada.


 






     - 5 -


     


    

 


Insolvency
Event means the commencement by the Company or any Material Subsidiary of a voluntary proceeding under applicable bankruptcy
or insolvency legislation (Bankruptcy Laws) or the commencement by any person of involuntary proceedings under Bankruptcy Laws
against the Company or any Material Subsidiary that are not dismissed within sixty (60) days after commencement thereof, or a
receiver or administrator is appointed for or takes charge of all or substantially all of the property of the Company or any Material
Subsidiary, or the Company or any Material Subsidiary commences any other proceeding under any proposal, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency or liquidation or similar Law of any jurisdiction whether now or hereafter
in effect relating to the Company or any Material Subsidiary, or the Company or any Material Subsidiary is adjudicated insolvent
or bankrupt, or any order or relief or other order approving any such case or proceeding is entered, or the Company or any Material
Subsidiary makes a general assignment for the benefit of creditors.


 


Interest
Rate upon Default has the meaning given to that term in clause 14(f).


 


Investor
Indemnified Person has the meaning given to that term in clause 16.2(a).


 


Investor’s
Shares means the Conversion Shares and the Shares issued or issuable on exercise of the Warrants or otherwise to the Investor
under this Agreement.


 


Law
means Canadian Securities Laws, US Securities Laws and all other statutes, regulations, statutory rules, orders, by-laws,
codes, ordinances, decrees, the terms and conditions of any grant of approval, permission, authority or license, or any judgment,
order, decision, ruling, award, policy or guideline, of any Governmental Authority, and the term applicable with
respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons
or its or their business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over
the person or persons or its or their business, undertaking, property or securities.


 


Lien
means a lien, charge, mortgage, security interest, encumbrance, right of first refusal, or pre-emptive right.


 


Lock-Up
Period means the period during which the Investor may not trade Conversion Shares on the TSX and, in respect of the Convertible
Security and the Warrants, means the period commencing from the Closing Date and ending on the date that is the later of: (A)
four (4) months and one (1) day after the Closing Date; and (B) the earlier of: (i) six (6) months after the Closing Date; and
(ii) the date the Shares issuable on Conversion of the Convertible Security and the exercise of the Warrants have been registered
under the 1933 Act.


 


Losses
has the meaning given to that term in clause 16.2(a).


 


Market
Cap / Cash Balance Conversion has the meaning given to that term in clause 5.1(d).


 


Market
Cap / Cash Balance Conversion Amount has the meaning given to that term in clause 5.1(d).


 


Market
Cap / Cash Balance Conversion Event means if any of the following occur:


 


		(a)	the
                                         aggregate of the Company’s cash (and cash equivalents) fall below US$150,000;



 


		(b)	the
                                         Market Capitalisation of the Company is below C$77,000,000; or



 


		(c)	the
                                         Market Capitalisation of the Company is above C$175,000,000.



 


Market
Cap / Cash Balance Conversion Notice has the meaning given to that term in clause 5.1(d).


 


Market
Cap / Cash Balance Conversion Shares has the meaning given to that term in clause 5.1(d).


 


Market
Capitalisation means the number of Shares outstanding as of the relevant date of determination multiplied by the VWAP
of the Shares for one Trading Day calculated as at the close of trading on the TSX on such Trading Day.


 






     - 6 -


     


    

 


Material
Adverse Effect means a material adverse effect on:


 


		(a)	the
                                         assets, liabilities, results of operations, condition (financial or otherwise), business,
                                         or prospects of the Company and its Subsidiaries taken as a whole; or



 


		(b)	the
                                         ability of the Company to perform its obligations under this Agreement.



 


Material
Subsidiaries means Elk Creek Resources Corp. and 0896800 B.C. Ltd.


 


Materials
has the meaning given to that term in clause 7.1(u)(i).


 


Misrepresentation
has the meaning given to that term under Canadian Securities Laws applicable in the Province of British Columbia.


 


Money
Laundering Laws has the meaning given to that term in clause 7.1(t).


 


New
York Business Day means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the
general transaction of business.


 


NI
45-102 means National Instrument 45-102 Resale of Securities.


 


NI
45-106 means National Instrument 45-106 Prospectus Exemptions.


 


OFAC
has the meaning given to that term in clause 7.1(r).


 


Party
means a party to this Agreement.


 


Priority
Offering Notice has the meaning given to that term in clause 10.4(b).


 


Priority
Offering Response Notice has the meaning given to that term in clause 10.4(d).


 


Pro
Rata Interest means, on any date, the security ownership interest of the Investor and its Affiliates in the Company, expressed
as a percentage, equal to (i) the aggregate number of outstanding Shares beneficially owned, directly or indirectly, or over which
control or direction is exercised by the Investor and its Affiliates; divided by (ii) the aggregate number of outstanding Shares.
For purposes of this calculation, the Shares issuable upon the exercise or conversion of any Convertible Security or other convertible
securities beneficially owned by the Investor or its Affiliates shall be deemed to be outstanding for purposes of (i) and (ii)
above of this calculation.


 


Proceeding
has the meaning given to that term in clause 16.2(a)(v).


 


Prohibited
Transaction means a transaction with a third party or third parties in which the Company issues or sells (or arranges
or agrees to issue or sell):


 


		(a)	any
                                         debt, equity or equity-linked securities (including options or warrants) that are convertible
                                         into, exchangeable or exercisable for, or include the right to receive Shares:



 


		(i)	at
                                         a conversion, repayment, exercise or exchange rate or other price that is based on, and/or
                                         varies with, the trading prices of, or quotations for, the Shares; or



 


		(ii)	at
                                         a conversion, repayment, exercise or exchange rate or other price that is subject to
                                         being reset at some future date after the initial issuance of such debt, equity or equity-linked
                                         security or upon the occurrence of specified or contingent events;



 


but
excluding warrants that may be repriced by the Company, or


 






     - 7 -


     


    

 


		(b)	any
                                         securities in a capital or debt raising transaction or series of related transactions
                                         which grant to an investor the right to receive additional securities based upon future
                                         transactions of the Company on terms more favourable than those granted to such investor
                                         in such first transaction or series of related transactions;



 


and
are deemed to include transactions generally referred to as equity lines of credit and stand-by equity distribution agreements,
and convertible securities and loans having a similar effect. For the avoidance of doubt, rights issuances, shareholder purchase
plans, employee share ownership plans, convertible securities, or equity issuances, based on the Company’s trading price
but each at a fixed price per Share, are not Prohibited Transactions.


 


Public
Record means the documents filed by the Company with (i) the Canadian securities regulatory authorities under the Company’s
profile on the SEDAR website (www.sedar.com) or (ii) the SEC under the Company’s profile on the EDGAR website (www.sec.gov)


 


Register
of the Convertible Securities means a register recording the initial issuance of the Convertible Security, its Face Value,
any Conversion and the Amount Outstanding.


 


Relevant
Information has the meaning given to that term in clause 17.14(a).


 


SEC
means the United States Securities and Exchange Commission.


 


Securities
means each of the Investor’s Shares, the Convertible Security, and the Warrants, and all of the Investor’s
Shares, the Convertible Security and the Warrants collectively.


 


Securities
Commissions means, collectively, the securities commissions or other securities regulatory authorities in the provinces
of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick.


 


Security
Structure Event means any consolidation, subdivision or any payment of a special dividend in Shares of the Company or
distribution of Shares of the Company to holders of its outstanding Shares, which for the avoidance of doubt, does not include
a rights offering, private placement or public offering of Shares.


 


Securities
Termination Event means any of the following has occurred:


 


		(a)	trading
                                         in securities generally in Canada or the United States has been suspended or limited
                                         for a consecutive period of greater than five (5) Business Days; or



 


		(b)	a
                                         banking moratorium has been declared by Canada, the United States or the New York State
                                         authorities and is continuing for a consecutive period of greater than five (5) Business
                                         Days.



 


Share
means a fully paid common share in the capital of the Company and includes (where applicable) Investor’s Shares.


 


Share
Custodian means the share custodian notified by the Investor to the Company under clause 10.12.


 


Share
Maximum has the meaning given to that term in clause 5.4(a).


 


Subsidiary
has the meaning given to that term in the Corporations Act.


 


Subsequent
Offering has the meaning given to that term in clause 10.4(a).


 






     - 8 -


     


    

 


Tax
means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments
of any kind whatsoever imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined
or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains,
windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment,
net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp,
withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation,
employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export,
and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums
or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental
Authority on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the
payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated,
combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses
(a) or (b) as a result of any express or implied obligation to indemnify any other person or as a result of being a transferee
or successor in interest to any Party.


 


Term
means the period commencing from the Closing Date and ending on the date that is the earlier of: (i) twenty-four (24)
months from the Closing Date; or (ii) thirty (30) calendar days after the date on which there is nil Amount Outstanding for the
Convertible Security due to the Amount Outstanding having been fully converted and/ or fully repaid (including with any applicable
premium) in accordance with the terms of this Agreement.


 


Toronto
Business Day means a day, other than a Saturday or Sunday, on which banks in Toronto, Ontario are open for the general
transaction of business.


 


Total
Interest Amount means the total interest amount on the Convertible Security, based on an implied interest rate of 10%
per annum.


 


Trading
Day means a day on which the TSX is open for the buying and selling of securities.


 


Transaction
Documents means this Agreement and all Warrant certificates issued under this Agreement


 


TSX
means the Toronto Stock Exchange.


 


TSX
Rules means the TSX Company Manual.


 


US$
or US dollars means US dollars, the lawful currency of the United States of America.


 


US
Securities Laws means all applicable U.S. federal and state securities laws including the respective rules and regulations
made thereunder together with applicable rules, policies, notices, discretionary rulings and orders issued by applicable securities
regulatory authorities having application, all as the same are in effect at the date hereof.


 


Vancouver
Business Day means a day, other than a Saturday or Sunday, on which banks in Vancouver, British Columbia are open for
the general transaction of business.


 


VWAP
means the volume weighted average trading price of the Shares, calculated by dividing the total value by the total volume
of the Shares traded for the relevant period.


 


Warrants
means warrants to purchase Shares exercisable at the Warrants Exercise Price on or before the date falling thirty-six
(36) months after their issue, granted in accordance with the terms and conditions set out in Annexure A and calculated in accordance
with the following formula:


 






     - 9 -


     


    

 


the
number (N) of Warrants to be granted hereunder shall equal:


 


(US$1,000,000
/ VWAP per Share during the five (5) consecutive Trading Days immediately before the Closing) X 0.50 = N, provided that N shall
not exceed 1,474,868.


 


Warrants
Exercise Price means the price per Share equal to 120% of the VWAP per Share (in Canadian dollars) for the five (5) consecutive
Trading Days immediately before the Execution Date (provided that if the resultant VWAP number contains four or more decimal places,
such number will be rounded to the nearest four decimal places) subject to all adjustments pursuant to this Agreement.


 


		1.2	Interpretation



 


The
following rules apply unless the context requires otherwise.


 


		(a)	Headings
                                         and sub-headings used in this Agreement are used for convenience only and do not affect
                                         interpretation.



 


		(b)	The
                                         singular includes the plural, and the converse also applies.



 


		(c)	A
                                         gender includes all genders.



 


		(d)	If
                                         a word or phrase is defined, its other grammatical forms have a corresponding meaning.



 


		(e)	A
                                         reference to a clause is a reference to a clause of this Agreement.



 


		(f)	Mentioning
                                         anything after “includes”, “including”, “for example”,
                                         or similar expressions, does not limit what else might be included.



 


		(g)	A
                                         reference to an agreement or document (including a reference to this Agreement) is to
                                         the agreement or document as amended, supplemented or novated.



 


		(h)	Each
                                         reference to the word “person” in this Agreement will be deemed to include
                                         an individual, corporation, partnership, trust, incorporated or unincorporated association
                                         or body, joint venture, limited liability company, joint stock company, government (or
                                         any agency or subdivision), and other entity of any kind.



 


		(i)	As
                                         used in this Agreement, references to the Recitals, clauses, Disclosure Schedule and
                                         the Annexures are references, respectively, to the Recitals of, clauses of, Disclosure
                                         Schedule to, and the Annexures to, this Agreement unless otherwise indicated.



 


		(j)	The
                                         Disclosure Schedule and the Annexures identified in this Agreement are incorporated in
                                         this Agreement by reference and made a part of this Agreement.



 


		(k)	Where
                                         the Closing Date falls on a day that is not a New York Business Day, a Vancouver Business
                                         Day or a Toronto Business Day, the Closing will occur on the day that is the next day
                                         that is a New York Business Day, Vancouver Business Day and Toronto Business Day.



 


		(l)	Where
                                         a Conversion Date falls on a day that is not a New York Business Day, a Vancouver Business
                                         Day or a Toronto Business Day or a day on which the TSX is not open for trading, the
                                         relevant Conversion will occur on the day that is the next day that is a New York Business
                                         Day, a Vancouver Business Day or a Toronto Business Day or a day on which the TSX is
                                         open for trading.



 


		(m)	References
                                         in this Agreement to volume of trading of Shares and market price of Shares will be determined
                                         by reference to the calculations from the trading of such Shares on the TSX, or if the
                                         Shares are not hereafter listed on TSX, such other primary stock exchange or stock market
                                         upon which the Shares of the Company may be listed from time-to-time hereafter.



 






     - 10 -


     


    

 


		(n)	Any
                                         reference to time on a given day, excluding in connection with the meaning of Business
                                         Hours herein, shall be a reference to the local time in New York, New York on such day.



 


		(o)	This
                                         Agreement will be construed without regard to any presumption or rule requiring construction
                                         or interpretation against the Party drafting or causing any instrument to be drafted.



 


		2.	Convertible
                                         Security



 


		2.1	Convertible
                                         Security



 


On
the terms and subject to the conditions of this Agreement, and in reliance on the respective representations and warranties of
the Parties set out in this Agreement, within ten (10) Trading Days of the Execution Date or such later date as may be determined
in accordance with the provisions of this Agreement (the Closing Date), the Investor will advance to the Company
US$1,000,000 (subject to any additional set off in this Agreement) (Closing) in consideration of which the Company
shall issue (and at the Closing will be deemed to have issued) to the Investor an uncertificated convertible security with a face
value of US$1,200,000 (Face Value) (representing a funding amount of US$1,000,000 plus an implied 10% interest rate
per annum for the Term) on the terms set out in this Agreement (the Convertible Security).


 


		2.2	Interest



 


If
as a result of a Conversion it is determined by the Investor or a court of competent jurisdiction that the effective rate of interest
paid or payable on the Amount Outstanding or the Face Value is an effective rate of interest greater than the maximum prescribed
in section 347(1)(b) of the Criminal Code (Canada), then the Parties shall take such steps, and modify this Agreement in
such manner, so that the effective rate of interest paid or payable does not contravene such section, including, if required,
by the repayment by the Investor to the Company of a sufficient amount of interest that was originally set-off from the Face Value
so that the resulting amount of interest received by the Investor does not result in an effective rate of interest greater than
that permitted.


 


		3.	Closing
                                         Warrants



 


		3.1	Closing
                                         Warrants



 


At
or prior to the Closing, the Company shall grant to the Investor or Designated Warrant Holder the Warrants.


 


		4.	Conditions
                                         Precedent to Closing



 


		4.1	Conditions
                                         Precedent to Closing – Investor



 


The
Investor will have no obligation to pay or advance the amounts under clause 2.1 to the Company or to effect the Closing, unless
and until the following conditions are fulfilled, or waived in writing by the Investor, by no later than immediately prior to
the Closing:


 


		(a)	The
                                         Company has delivered or caused to be delivered to the Investor, and the Investor has
                                         received, the following:



 


		(i)	a
                                         copy of the resolutions duly adopted by the Board of Directors of the Company, including
                                         those in the form attached as Annexure B; and



 


		(ii)	copies
                                         of such additional documents (including evidence demonstrating all relevant approvals
                                         have been obtained from each person who is a party to an agreement with the Company where
                                         the transactions contemplated by the Closing would otherwise contravene, breach or constitute
                                         an event of default under that agreement with such person, as applicable), certificates,
                                         payments, assignments, transfers and other deliveries as the Investor or its legal counsel
                                         may reasonably request and as are customary in Canada to effect a closing of the matters
                                         contemplated at the Closing under this Agreement.



 






     - 11 -


     


    

 


		(b)	Where
                                         the Closing, or the issue of the Convertible Security, or Warrants, may not be effected
                                         under Canadian Securities Laws or the Corporations Act in the absence of shareholder
                                         approval, the Company has obtained all shareholder approvals for the purposes of the
                                         Corporations Act and any Canadian Securities Laws and delivered to the Investor, and
                                         the Investor has received, documentary evidence (reasonably satisfactory to the Investor)
                                         of such shareholder approval having been obtained.



 


		(c)	The
                                         representations and warranties of the Company contained in this Agreement are true and
                                         correct in all material respects as of the dates as of which they are made or deemed
                                         to be made under this Agreement.



 


		(d)	Any
                                         and all consents, permits, approvals, registrations, waivers and documents, in the reasonable
                                         opinion of the Investor are necessary or appropriate for the consummation of those Contemplated
                                         Transactions that would be consummated at the Closing, have been issued by the Company
                                         and received by the Investor and remain in full force and effect.



 


		(e)	The
                                         Investor is of the opinion, acting reasonably, that:



 


		(i)	no
                                         Event of Default has occurred;



 


		(ii)	no
                                         Event of Default (as defined under the 2015 Convertible Security Agreement) has occurred;
                                         and



 


		(iii)	no
                                         Event of Default would result from the Closing being effected.



 


		(f)	The
                                         Company has performed or complied in all material respects with all agreements and covenants
                                         required by this Agreement to be performed or complied with by the Company as at or prior
                                         to the Closing.



 


		(g)	The
                                         Company has received the conditional approval of the TSX in respect of the issuance of
                                         the Convertible Security or Warrants, as the case may be, and the listing of the Shares
                                         underlying such Convertible Security or Warrants.



 


		(h)	The
                                         Investor has received each of the documents required to be delivered, or which evidences
                                         satisfaction of the conditions, in accordance with paragraphs (a) – (g) of this
                                         clause 4.1 in connection with the Closing.



 


The
Investor may, but is not required to, deem the absence of any notification by the Company prior to the Closing that any conditions
to the Closing have not been fulfilled to be an assurance that all conditions to the Closing have been fulfilled.


 


		4.2	Conditions
                                         Precedent to Closing – Company



 


		(a)	The
                                         Company will have no obligation to effect the Closing, unless and until the following
                                         conditions are fulfilled, or waived in writing by the Company, by no later than immediately
                                         prior to the Closing.



 






     - 12 -


     


    

 


		(i)	The
                                         Investor has performed or complied in all material respects with all agreements and covenants
                                         required by this Agreement to be performed or complied with by the Investor as at, or
                                         prior to, the Closing.



 


		(ii)	The
                                         representations and warranties of the Investor contained in this Agreement are true and
                                         correct in all material respects as of the dates as of which they are made or deemed
                                         to be made under this Agreement.



 


		(iii)	The
                                         Company has received the conditional approval of the TSX in respect of the issuance of
                                         the Convertible Security or Warrants, as the case may be, and the listing of the Shares
                                         underlying the Convertible Security or Warrants.



 


		5.	Buy-Back,
                                         Market Cap / Cash Balance Conversion Event and Conversion of the Convertible Security



 


		5.1	Buy-Back
                                         and Market Cap / Cash Balance Conversion Event



 


		(a)	In
                                         its sole discretion, the Company may buy-back the Amount Outstanding of the Convertible
                                         Security at any time for an amount equal to the Amount Outstanding for the Convertible
                                         Security. In the event of the Company electing to exercise its right under this clause
                                         5.1(a), it must issue the Investor with a buy-back notice for the Convertible Security
                                         (Buy-Back Notice), and upon receipt of a Buy-Back Notice, the Investor
                                         will have the option to convert an amount of the Amount Outstanding up to 30% of the
                                         Face Value into Shares at the Investor’s discretion (subject to clause 5.4), at
                                         the Conversion Price (Buy-Back Conversion Option).



 


		(b)	If
                                         the Investor wishes to exercise the Buy-Back Conversion Option, it must, within five
                                         (5) Business Days of receiving a Buy-Back Notice, issue a buy-back conversion notice
                                         (Buy-Back Conversion Notice) to the Company specifying the dollar value
                                         of the Amount Outstanding (which may be up to 30% of the original Face Value, subject
                                         to clause 5.4) which it requires be converted into Shares (Buy-Back Conversion
                                         Shares) at the Conversion Price (Buy-Back Conversion Amount).



 


		(c)	Upon
                                         issuing a Buy-Back Notice to the Investor, the Company irrevocably and unconditionally
                                         agrees to (as applicable), within five (5) Business Days of receiving the Buy-Back Conversion
                                         Notice, or if no Buy-Back Conversion Notice is received then within ten (10) Business
                                         Days of issuing the Buy-Back Notice (the Buy-Back Conversion Date):



 


		(i)	pay
                                         to the Investor in immediately available funds the Buy-Back Amount Outstanding in respect
                                         of the Convertible Security, less any Buy-Back Conversion Amount requested by the Investor
                                         in a Buy-Back Conversion Notice that is permitted hereunder to be settled with Buy-Back
                                         Conversion Shares; and



 


		(ii)	issue
                                         the Buy-Back Conversion Shares (if applicable) to the Investor, in accordance with its
                                         relevant obligations under clause 5.2.



 


		(d)	If
                                         and for so long as a Market Cap / Cash Balance Conversion Event subsists, the Investor
                                         will have the right (in its sole discretion) to on one (1) Business Day written notice,
                                         require the Company to convert such dollar amount of the Amount Outstanding of the Convertible
                                         Security (subject to clause 5.4) (Market Cap / Cash Balance Conversion Amount)
                                         into Shares at the Conversion Price (Market Cap / Cash Balance Conversion Shares)
                                         as advised in writing by the Investor in the written notice (Market Cap / Cash
                                         Balance Conversion Notice) (Market Cap / Cash Balance Conversion).



 


		(e)	Upon
                                         receiving a Market Cap / Cash Balance Conversion Notice from the Investor, the Company
                                         must, in accordance with its relevant obligations under clause 5.2, issue the Market
                                         Cap / Cash Balance Conversion Shares to the Investor within three (3) Business Days (the
                                         Market Cap / Cash Balance Conversion Date).



 






     - 13 -


     


    

 


		(f)	For
                                         the avoidance of doubt, once a Market Cap / Cash Balance Conversion Event no longer subsists,
                                         the Investor’s right to issue a Market Cap / Cash Balance Conversion Notice under
                                         clause 5.1(d) ceases immediately, however, the Company must comply with any Market Cap
                                         / Cash Balance Conversion Notice issued prior to that time.



 


		(g)	For
                                         greater certainty, upon the Company complying with the obligations in clause 5.1(c),
                                         the Company will have satisfied all obligations to pay the Amount Outstanding to Investor
                                         and may at any time thereafter terminate this Agreement by providing written notice to
                                         the Investor, following which, the provisions of clause 15.2 will apply.



 


		5.2	Conversion
                                         of the Convertible Security



 


Subject
to the obligations set out in clause 5.1, the Investor is permitted to convert the Convertible Security into Shares subject to
the following terms and conditions.


 


		(a)	The
                                         Investor may in its sole discretion one or more times and from time-to-time during the
                                         relevant period and the Term provide the Company a conversion notice (Conversion
                                         Notice) under this clause 5.2(a) indicating that it requires a Conversion of
                                         the Convertible Security.



 


		(b)	Upon
                                         receipt by the Company of a Conversion Notice pursuant to clause 5.2(a), the Company
                                         will effect a Conversion of the Convertible Security or the part thereof specified by
                                         the Investor in its Conversion Notice using the Conversion Price, by issuing and delivering
                                         Shares (in the number determined pursuant to clause 5.2(f)) to the Investor or its nominee
                                         on the Conversion Date (as defined below).



 


		(c)	The
                                         Parties acknowledge and agree, during the Lock-up Period:



 


		(i)	the
                                         Investor may deliver a Conversion Notice pursuant to clause 5.2(a) one or more times
                                         and from time-to-time;



 


		(ii)	the
                                         Investor may deliver a Market Cap/ Cash Balance Conversion Notice in accordance with
                                         clause 5.1(d); and



 


		(iii)	Investor
                                         will abide by and follow the restrictions on transfer under applicable securities laws
                                         and the TSX Rules for those Securities subject to a Lock-up Period, and acknowledges
                                         that certificates representing such Securities will bear a restrictive legend if required
                                         under applicable securities laws and the TSX Rules.



 


		(d)	A
                                         Conversion Notice delivered pursuant to clause 5.2(a) will specify:



 


		(i)	the
                                         date by which the Investor requires Conversion to occur, giving at least one (1) Business
                                         Day notice (Conversion Date);



 


		(ii)	within
                                         one (1) Business Day of receiving the Conversion Notice, the Company will take the required
                                         actions in order for the Conversion to occur on the Conversion Date;



 


		(iii)	notwithstanding
                                         clauses 5.2(d)(i) and 5.2(d)(ii), in the event the Company, despite its best efforts
                                         is unable to complete the Conversion on the Conversion Date due to additional time being
                                         required by the Share Custodian or other relevant third party, the Conversion Date may
                                         be delayed up to five (5) Business Days from the date upon which the Company received
                                         the Conversion Notice;



 






     - 14 -


     


    

 


		(iv)	the
                                         Conversion Amount(s), up to the amount set forth below, if applicable, in all cases subject
                                         to the limitations set forth in clause 5.4:



 


		(A)	the
                                         Conversion Amount will be limited to an aggregate of US$275,000 on a monthly basis;



 


		(B)	if
                                         the Amount Outstanding in respect of the Convertible Security is less than US$275,000,
                                         the Conversion Amount will be the Amount Outstanding in respect of the Convertible Security;



 


		(C)	the
                                         aggregate of the Conversion Amount (as defined in the 2015 Convertible Security Agreement)
                                         of the 2015 Convertible Security Agreement and the Conversion Amount hereunder converted
                                         into Shares in a given month shall be no greater than US$350,000, provided, for greater
                                         certainty, that the Conversion Amount limits set forth in clause 5.2(d)(iv)(A) and 5.2(d)(iv)(B),
                                         as applicable, will continue to apply to the conversion of the Convertible Amount hereunder;
                                         and



 


		(D)	if
                                         an Event of Default has occurred, the Conversion Amount may be any amount up to the Amount
                                         Outstanding in the Investor’s discretion.



 


		(e)	In
                                         respect of the Convertible Security, to the extent that the Company’s traded dollar
                                         volume in any seven (7) day period exceeds US$1,000,000, the Investor shall have the
                                         right, but not the obligation, to issue a further Conversion Notice allowing for the
                                         Conversion of up to an additional maximum Amount Outstanding of US$750,000 in any rolling
                                         30 day period, or such other amount mutually agreed upon by the Company and the Investor;
                                         provided, however, that if any amount of the 2015 Convertible Security Agreement is converted
                                         into Shares in such rolling 30 day period, the Conversion Amount set forth in this clause
                                         5.2(e) will be reduced on a dollar for dollar basis for such period;



 


		(f)	The
                                         number of Conversion Shares that the Company shall issue and deliver on a Conversion
                                         will be determined by dividing the Designated CAD Equivalent Amount of that Conversion
                                         Amount, calculated as at the Business Day immediately preceding the date on which the
                                         Conversion Shares are issued, by the relevant Conversion Price, provided that if the
                                         resultant number contains a fraction, such number will be rounded down to the next lowest
                                         whole number.



 


		(g)	On
                                         or prior to each Conversion Date, the Investor will provide the Company with a notice
                                         of the relevant Conversion Price applicable to the Conversion due to be effected on such
                                         Conversion Date, setting out the manner in which such Conversion Price was calculated
                                         by the Investor.



 


		(h)	The
                                         Company shall deliver to the Investor the Conversion Shares on the Conversion Date to
                                         which it is entitled under this clause, and where the Conversion Date is on or prior
                                         to the end of the Lock-Up Period, Conversion Shares will be delivered as physical certificates
                                         bearing the legend contemplated forth in clause 5.2(c)(iii), but provided that where
                                         the Conversion Date is on a date subsequent to the Lock-Up Period:



 


		(i)	the
                                         Investor is entitled to have the legends required under Canadian Securities Laws removed
                                         from any previously issued Share or Warrant certificate which the Company undertakes
                                         to cause within five (5) Business Days of any request from the Investor, which request
                                         shall be accompanied by each applicable Share or Warrant certificate in respect of which
                                         the request is made;



 


		(ii)	the
                                         Investor is entitled to have any subsequent Conversion Shares issued in an electronic
                                         or dematerialized form as determined by the Investor;



 






     - 15 -


     


    

 


		(iii)	any
                                         Conversion Shares represented in an electronic or dematerialized form will not have the
                                         legend contemplated in clause 5.2(c)(iii); and



 


		(iv)	Investor
                                         shall provide all such certificates, declarations, and/or opinions reasonably required
                                         by the Company, reliance on which is required by Law in order for the Conversion Shares
                                         to be issued without United States legends attached as contemplated by the Parties and
                                         in reliance on the Company’s representation in Section 10.1.



 


		5.3	Issuing
                                         of Investor’s Shares



 


Subject
to clause 5.4, each time the Company is required to issue Shares to the Investor under this Agreement, the Company shall, without
delay, take all actions required under Canadian Securities Laws and US Securities Laws in respect of the issuance of such Shares
to the Investor, including, to the extent required, filing all required forms with and obtaining all approvals of the TSX that
are required. In the event any approvals of the TSX are conditional upon the Company subsequently filing additional information
or documentation with the TSX, the Company shall complete all such filings and the Investor shall cooperate to provide any required
documentation required to be provided by it in the prescribed time period.


 


		5.4	Limitation
                                         on Shares Issuable on Conversion



 


		(a)	Notwithstanding
                                         any other provision of this Agreement, but subject to the last paragraph of this clause
                                         5.4, the aggregate number of Investor’s Shares issuable upon Conversion, together
                                         with the number of Investor’s Shares issued upon exercise of Warrants, shall not
                                         exceed 24,339,125 Shares, as adjusted on a proportionate basis to reflect any Security
                                         Structure Event (the Share Maximum), unless and to the extent the Company
                                         has obtained approval by its shareholders for the issuance of additional Investor’s
                                         Shares in a manner and form required by the TSX, or has otherwise obtained the approval
                                         of the TSX to issue Shares in excess of the Share Maximum without shareholder approval.



 


		(b)	If
                                         in the opinion of the Investor it is likely that the issuance of Investor’s Shares
                                         upon a Conversion, together with the number of Investor’s Shares issued upon exercise
                                         of Warrants, would result in the issuance of a number of Shares in excess of the Share
                                         Maximum or result in the Investor becoming a “control person” (as defined
                                         in the Securities Act (British Columbia)), the Investor may on notice require that the
                                         Company call and hold a special or extraordinary meeting of shareholders to seek the
                                         required shareholder approval, which the Company shall hold within sixty (60) days of
                                         the date that the Investor has delivered notice to the Company.



 


		(c)	If
                                         the Share Maximum referred to in clause 5.4(a) above would be exceeded on a Conversion
                                         and the Company is unable to obtain the approval of its shareholders for the issuance
                                         of additional Investor’s Shares in excess of the Share Maximum, then without limiting
                                         any of the Investor’s other rights under this Agreement:



 


		(i)	the
                                         Investor may by written notice to the Company (Cash Conversion Notice)
                                         require the Company to pay a cash amount to the Investor equal to Y multiplied by $C,
                                         where:



 


Y
= the number of new Investor’s Shares required to be issued to the Investor in excess of the Share Maximum; and


 


$C
= the VWAP per Share on the date of issuance of the relevant Conversion Notice,


 


(Cash
Conversion Amount); and


 






     - 16 -


     


    

 


		(ii)	upon
                                         the Company receiving a Cash Conversion Notice from the Investor, the Company must within
                                         five (5) Business Days pay the Investor in immediately available funds the Cash Conversion
                                         Amount.



 


		(d)	Notwithstanding
                                         any right of Conversion hereunder, Investor will not be entitled to convert that portion
                                         of the Amount Outstanding representing the Total Interest Amount until such time as the
                                         relevant pro rata amount has accrued in accordance with this clause 5.4(d). For purposes
                                         of determining that portion of the Amount Outstanding represented by principal, fees
                                         and expenses and the Total Interest Amount in connection with Conversions, in all cases
                                         a Conversion will be deemed to apply first to the amounts constituting the principal
                                         amount, followed by amounts constituting fees and expenses and with the final balance
                                         of the Amount Outstanding representing the Total Interest Amount. The Total Interest
                                         Amount will accrue for purposes of this clause 5.4(d) in respect of the US$200,000 Total
                                         Interest Amount for the Convertible Security, in equal monthly increments of US$8,333.33
                                         commencing at the end of the first month following the issue of the Convertible Security
                                         and the end of each month thereafter for 24 months.



 


In
the event that a Conversion and/or exercise of Warrants would result in the Investor becoming an “Insider” (as defined
in TSX Rules) of the Company, such Conversion and/or exercise of Warrants will be postponed and will not be effective until the
TSX has approved a personal information form(s), or waived the requirement therefor, in respect of the Investor. In addition,
in the event that a Conversion and/or exercise of Warrants would “materially affect control” (as defined in TSX Rules)
of the Company, and/or result in the Investor becoming a “control person” (as defined in the Securities Act (British
Columbia)), such Conversion and/or exercise of Warrants will be postponed and will not be effective until the Parties comply with
all requirements under TSX Rules and Canadian Securities Laws, as applicable. For greater certainty, if a Conversion and/or exercise
of Warrants is postponed in accordance with this clause 5.4(d), such postponement will not constitute an Event of Default.


 


		6.	Additional
                                         Conditions to Investor’s Shares



 


		6.1	Conditions
                                         to issue of Investor’s Shares



 


The
obligation of the Investor to accept an issuance of Investor’s Shares, will be subject to the fulfilment on or before the
issuance date of each of the conditions set out below.


 


		(a)	Subject
                                         to clause 5.4, all shareholder and regulatory approvals, consents, permits, other approvals,
                                         registrations and waivers necessary or appropriate for the issuance of the Investor’s
                                         Shares, including under Canadian Securities Laws and US Securities Laws, have been issued
                                         and received by the Company and remain in full force and effect.



 


		(b)	The
                                         representations and warranties of the Company contained in this Agreement are true and
                                         correct in all material respects as of the dates as of which they are made or deemed
                                         to be made.



 


		(c)	The
                                         Company has performed or complied in all material respects with all agreements and covenants
                                         required by this Agreement to be performed or complied with by it on or prior to the
                                         issuance date.



 


		(d)	No
                                         Event of Default has occurred or would result from the Contemplated Transactions occurring
                                         on such issuance date being effected.



 


		(e)	No
                                         Event of Default has occurred or would result from the Contemplated Transactions (each
                                         as defined under the 2015 Convertible Security Agreement) occurring on such issuance
                                         date being effected.



 


		(f)	The
                                         issue and delivery of such Investor’s Shares would not result in the Company being
                                         in breach of Canadian Securities Laws, US Securities Laws the Corporations Act or the
                                         TSX Rules.



 






     - 17 -


     


    

 


		6.2	Consequence
                                         of failure to meet conditions



 


		(a)	The
                                         Company shall not issue Shares as discharge of all or any part of any Amount Outstanding,
                                         to the Investor or its nominee without the prior written consent of the Investor if,
                                         on the issue of the relevant Shares, any of the conditions in clause 6.1 have not been
                                         fulfilled.



 


		(b)	If
                                         the Company issues Shares in breach of sub-clause 6.2(a):



 


		(i)	the
                                         relevant Shares will be deemed not to have been accepted by the Investor and the Shares
                                         will be surrendered by the Investor for and repurchased for cancellation by the Company,
                                         and the Investor agrees to co-operate to effect that repurchase and cancellation. The
                                         costs of such repurchase and cancellation will be borne by the Company and the Company
                                         shall indemnify the Investor in respect of any liability arising to the Investor in accordance
                                         with clause 16.2;



 


		(ii)	the
                                         obligation of the Company to deliver Shares in accordance with clause 5 will be deemed
                                         not to have been discharged.



 


		7.	Representations
                                         and Warranties by the Company



 


		7.1	Representations
                                         and Warranties



 


The
Company represents and warrants to the Investor, on the Execution Date, at the Closing, at each Conversion Date and on the date
of issuing any Shares under the Warrants (in each case where qualified by an express reference to the representation or the warranty
being given on a particular other date or dates, on that date or dates), that the following statements in this clause 7.1 are
true and correct and not misleading, including by omission.


 


		(a)	(Existence)
                                         The Company is a corporation incorporated and validly existing in good standing under
                                         the laws of British Columbia, with all requisite corporate power and authority to own,
                                         use, lease and operate its properties and conduct its business in the manner presently
                                         conducted, and is duly qualified to transact business in each jurisdiction where it is
                                         so required.



 


		(b)	(Authorisation)
                                         The execution and delivery of, and performance by the Company of this Agreement, including,
                                         without limitation, to:



 


		(i)	enter
                                         into, authorise, execute and deliver the Transaction Documents, including obtaining any
                                         shareholder approval required for the issue (as and when required to be issued in accordance
                                         with the terms of the Transaction Documents) of the Warrants (and issuing any Shares
                                         pursuant to the Warrants), the Investor’s Shares and the Convertible Security;
                                         and



 


		(ii)	enter
                                         into, and authorise the performance of, all obligations of the Company as and when required
                                         under the Transaction Documents and the Contemplated Transactions, including issuing
                                         the Warrants and the Investor’s Shares,



 


has
been authorized by all necessary corporate action on the part of the Company and no further corporate action is required by the
Company, its officers, its board of directors, or its security holders in connection with the Transaction Documents or the relevant
Contemplated Transactions (except as may be required by the TSX Rules, Canadian Securities Laws and US Securities Laws).


 






     - 18 -


     


    

 


		(c)	(No
                                         contravention) The entry into the Transaction Documents by the Company and the undertaking
                                         of the Contemplated Transactions will not cause the Company to breach or contravene:



 


		(i)	its
                                         articles, notice of articles or any of its other constating documents;



 


		(ii)	any
                                         agreement it has with any other third party and does not constitute an event of default
                                         under any such agreement;



 


		(iii)	any
                                         applicable Law;



 


		(d)	(Securities)
                                         The Company is authorized to issue an unlimited number of Shares, of which 213,405,372
                                         Shares are issued and outstanding as of the Execution Date.



 


		(e)	(Binding
                                         obligations) This Agreement has been duly executed and delivered by the Company,
                                         and this Agreement and each Transaction Document constitutes a legal, valid and binding
                                         obligation of the Company, enforceable against the Company in accordance with its terms,
                                         subject to bankruptcy, insolvency, fraudulent transfer, reorganisation, moratorium and
                                         similar laws of general applicability, relating to or affecting creditors’ rights
                                         generally.



 


		(f)	(Security
                                         structure)



 


		(i)	No
                                         person is entitled, or purports to be entitled, to any right of first refusal, pre-emptive
                                         right, right of participation, or any similar right, to participate in the Contemplated
                                         Transactions or otherwise with respect to any securities of the Company.



 


		(ii)	The
                                         Company has not granted security with respect to any indebtedness or other equity of
                                         the Company other than the CEO Loan and the 2015 Convertible Security Agreement.



 


		(iii)	The
                                         issuance and sale of any of the Investor’s Shares or the Warrants will not obligate
                                         the Company to issue Shares or other securities to any other person and will not result
                                         in the adjustment of the exercise, conversion, exchange, or reset price of any outstanding
                                         security.



 


		(iv)	Except
                                         as described in the Disclosure Schedule:



 


		(A)	there
                                         are no outstanding warrants, options, convertible securities or other rights, agreements
                                         or arrangements of any character under which the Company or any Subsidiary is, or may
                                         be, obligated to issue any equity, equity securities or equity-linked securities of any
                                         kind;



 


		(B)	there
                                         are no voting, buy-sell, outstanding or authorised stock appreciation, right of first
                                         purchase, phantom stock, profit participation or equity-based compensation agreements,
                                         options or arrangements, or like rights relating to the securities of the Company or
                                         agreements of any kind among the Company and any person; and



 


		(C)	as
                                         of the Execution Date, the Company has repaid all outstanding debt facilities (other
                                         than the Company’s credit card facilities up to a maximum credit limit of $100,000)
                                         and there is no indebtedness or other equity of the Company that is senior to, or pari
                                         passu with, the Convertible Security in right of payment, whether with respect to interest
                                         or upon liquidation or dissolution, or otherwise other than the CEO Loan and the 2015
                                         Convertible Security Agreement.



 


		(g)	(Valid
                                         issuance) All Investor’s Shares to be issued by the Company pursuant to this
                                         Agreement have been duly authorized for issuance and sale by all necessary corporate
                                         action on the part of the Company and, when issued and delivered by the Company against
                                         payment of the consideration thereof pursuant to this Agreement, will be outstanding
                                         as fully paid and non-assessable Shares, and will not have been issued in violation or
                                         subject to any pre-emptive rights or other contractual rights to purchase securities
                                         issued by the Company or in violation of any Canadian Securities Laws, and will be free
                                         and clear of all Liens and restrictions, except for restrictions on transfer imposed
                                         by Canadian Securities Laws and US Securities Laws.



 






     - 19 -


     


    

 


		(h)	(Reporting
                                         Issuer and TSX Listed) The Company is a “reporting issuer” under Canadian
                                         Securities Laws in each of the Provinces of British Columbia, Alberta, Saskatchewan,
                                         Ontario and New Brunswick, and is not currently noted in default of any filing requirement
                                         under such securities laws. The Shares of the Company are listed on the TSX. The Company
                                         has complied with its obligations to file and deliver any documents required under TSX
                                         Rules and the Company is not in material breach, contravention or default of any the
                                         TSX Rules and no fact exists which may result in the foregoing.



 


		(i)	(Consents)
                                         Prior to the Closing, except for the approval of the TSX and provided there exists applicable
                                         exemptions from registration under the US Securities Laws, there are no consents, approvals,
                                         authorizations, orders or agreements of any Governmental Authorities or any other persons
                                         which may be required for the execution, delivery and performance by the Company of the
                                         Transaction Documents and the offer, issuance and sale of the Securities.



 


		(j)	(Regulatory
                                         issues) No order ceasing or suspending trading in securities of the Company nor prohibiting
                                         the sale of such securities has been issued to and is outstanding against the Company
                                         and, to the Company’s knowledge, no investigations or proceedings for such purposes
                                         are pending or threatened. To the Company’s knowledge, there is no fact or circumstance
                                         that may cause the Company to request or any Governmental Authority to impose any order
                                         ceasing or suspending trading in securities of the Company nor prohibiting the sale of
                                         such securities.



 


		(k)	(Material
                                         Subsidiaries) The Material Subsidiaries are the only Subsidiaries of the Company
                                         that are material to the business and affairs of the Company. The Company owns 100% of
                                         the voting and equity interests in the Material Subsidiaries. Except as disclosed in
                                         the Public Record, the Company is the sole beneficial owner of the Material Subsidiaries
                                         and no other person holds any equity interests or securities exchangeable into securities
                                         of any Material Subsidiary or has any agreement, option, warrant, right or privilege
                                         (whether pre-emptive or contractual) being capable of becoming an agreement for the purchase,
                                         subscription or issuance of any issued or unissued shares or other securities of any
                                         Material Subsidiary. Each of the Material Subsidiaries has been duly incorporated or
                                         established and is validly existing and in good standing under the laws of its respective
                                         jurisdiction of organization with all requisite corporate power and authority to own,
                                         use, lease and operate its properties and conduct its business in the manner presently
                                         conducted, and is duly qualified to transact business in each jurisdiction where it is
                                         so required.



 


		(l)	(No
                                         Material Adverse Effect) Except as disclosed in the Public Record, there has not
                                         been any material change in the assets, liabilities or obligations (absolute, contingent
                                         or otherwise) of the Company and its Material Subsidiaries (taken as a whole) from that
                                         set forth in the Company’s financial statements for its fiscal year-ended June
                                         30, 2017. Additionally, no event or circumstance subsists which affects the Company or
                                         any of its Material Subsidiaries or to which any of the Company’s or any of its
                                         Material Subsidiaries’ assets are subject which would, or would be reasonably likely
                                         to, have a Material Adverse Effect.



 


		(m)	(Financial
                                         Statements) Since the date of the Company’s most recent financial statements
                                         (where for these purposes the most recent financial statements means the
                                         annual or interim financial statements most recently released to the market and made
                                         available in the Public Record):



 


		(i)	the
                                         Company has not incurred any liabilities (contingent or otherwise) that remain outstanding,
                                         other than in the ordinary course of business;



 


		(ii)	the
                                         Company has not altered its method of accounting; and



 






     - 20 -


     


    

 


		(iii)	the
                                         Company has not declared or made any dividend or distribution of cash or other property
                                         to its shareholders, or purchased, redeemed or made any agreements to purchase or redeem
                                         any shares of its capital stock.



 


The
Company’s most recent financial statements, as well its financial statements for its fiscal year-ended June 30, 2017, have
been prepared in accordance with GAAP consistently applied throughout the periods involved and present fairly the consolidated
financial position and results of operation and changes in the financial position of the Company for the periods involved, and
such accounts fairly present in all material respects the financial condition, financial performance and cash flows of the Company
for the periods involved.


 


		(n)	(Litigation)



 


		(i)	There
                                         are no material pending actions, suits or proceedings against or affecting the Company,
                                         its Material Subsidiaries or any of its or their properties and to the Company’s
                                         knowledge, no such actions, suits or proceedings are threatened or contemplated;



 


		(ii)	There
                                         has not been, and to the Company’s knowledge there is no, pending or contemplated
                                         investigation by any Governmental Authority involving the Company, its Material Subsidiaries
                                         or any current or former director or officer of the Company or any of its Material Subsidiaries;
                                         and



 


		(iii)	There
                                         is no agreement, judgment, injunction, order or decree binding upon the Company or its
                                         Material Subsidiaries that has or could reasonably be expected to have the effect of
                                         prohibiting, restricting or materially impairing any business practice of the Company
                                         or its Material Subsidiaries, any acquisition of property by the Company or any of its
                                         Material Subsidiaries other than such agreements, judgments, injunctions, orders or decrees
                                         which would not, individually or in the aggregate, be expected to have a Material Adverse
                                         Effect on the Company or its Material Subsidiaries.



 


		(o)	(Compliance)
                                         Neither the Company nor any Material Subsidiary:



 


		(i)	is
                                         in material default under, or in material violation of (and no event has occurred that
                                         has not been waived that, with notice or lapse of time or both, would result in a default
                                         by the Company or any Material Subsidiary under), nor has the Company or any Material
                                         Subsidiary received notice of a claim that it is in default under or that it is in violation
                                         of, any indenture, loan or credit agreement or any other agreement or instrument to which
                                         it is a party or by which it or any of its properties is bound (whether or not such default
                                         or violation has been waived);



 


		(ii)	is
                                         in violation of any order of any court, arbitrator or Governmental Authority; or



 


		(iii)	is
                                         in violation of any Law in any material respect.



 


Except
as disclosed in the Public Record, the Company and its Material Subsidiaries have received all material permits, licenses and
other approvals required of any of them under such Laws, rules, regulations, orders and directions for the conduct of their current
business operations, and are in material compliance with all terms and conditions of such permits, licenses or approvals; and
have not received any notice of the modification, revocation or cancellation of, or any intention to modify, revoke or cancel
or any proceeding relating to the modification, revocation or cancellation of any such permits, licenses or approvals. Without
limiting the generality of the foregoing, except as disclosed in the Public Record, the Company and each of its Material Subsidiaries
has good and marketable title under applicable laws to the licenses that constitute the Elk Creek Project and to all material
personal property owned by them in the conduct of their business on the Elk Creek Project, in each case free and clear of all
liens, encumbrances and defects, except such liens, encumbrances and defects that do not materially affect the value of such property
and do not interfere with the use made and proposed to be made of such property by the Company and its Material Subsidiaries,
or liens and encumbrances otherwise required by applicable Law.


 






     - 21 -


     


    

 


		(p)	Except
                                         as disclosed in the Public Record, the Company and its Material Subsidiaries: (i) are
                                         in material compliance with any and all applicable foreign, federal, provincial, state
                                         and local laws and regulations relating to the protection of human health and safety,
                                         the environment or hazardous or toxic substances or wastes, pollutants or contaminants
                                         (Environmental Laws); (ii) have received all material permits, licenses
                                         or other approvals currently required of any of them under applicable Environmental Laws
                                         to conduct their current business; and (iii) are in material compliance with all terms
                                         and conditions of any such permit, licenses or approval.



 


		(q)	(Tax
                                         returns)



 


		(i)	With
                                         such exceptions as would not reasonably be expected to have, singly or in the aggregate,
                                         a Material Adverse Effect each of the Company and its Subsidiaries has (A) correctly
                                         prepared and duly and on a timely basis filed all tax returns required to be filed by
                                         it, (B) paid all Taxes due and payable by it, (C) paid all assessments and reassessments
                                         and all other Taxes, governmental charges, penalties, interest and other fines due and
                                         payable by it and which are claimed by any governmental authority to be due and owing
                                         and adequate provision has been made for Taxes payable for any completed fiscal period
                                         for which tax returns are not yet required to be filed, (D) duly and timely withheld
                                         and remitted or caused to be withheld and remitted, all Taxes required to be withheld
                                         and remitted by it, and (E) duly and timely collected and remitted or caused to be collected
                                         and remitted, to the appropriate Governmental Authority such Taxes required by Law to
                                         be collected and remitted by it;



 


		(ii)	there
                                         are no agreements, waivers or other arrangements providing for an extension of time with
                                         respect to the filing of any tax return or payment of any Tax, governmental charge or
                                         deficiency by the Company or any of its Subsidiaries;



 


		(iii)	to
                                         the knowledge of the Company, other than in the ordinary course of business, there are
                                         no actions, suits, proceedings, investigations or claims threatened or pending against
                                         the Company or any of its Subsidiaries in respect of Taxes, governmental charges or assessments;
                                         and



 


		(iv)	there
                                         are no matters under discussion with any governmental authority relating to Taxes, governmental
                                         charges or assessments asserted by any such authority, other than income tax audit in
                                         the ordinary course of business.



 


		(r)	(OFAC)
                                         None of the Company nor any of the Material Subsidiaries nor, to the best knowledge of
                                         the Company, any director, officer, agent, employee, affiliate or person acting on behalf
                                         of the Company and/or any Material Subsidiary has been or is currently subject to any
                                         United States sanctions administered by the Office of Foreign Assets Control of the United
                                         States Department of the Treasury (OFAC); and the Company will not directly
                                         or indirectly use any proceeds received from the Investor, or lend, contribute or otherwise
                                         make available such proceeds to its Material Subsidiaries or to any affiliated entity,
                                         joint venture partner or other person or entity, to finance any investments in, or make
                                         any payments to, any country or person currently subject to any of the sanctions of the
                                         United States administered by OFAC.



 


		(s)	(No
                                         Foreign Corrupt Practices) None of the Company or any of the Material Subsidiaries
                                         has, directly or indirectly: (i) made or authorized any contribution, payment or gift
                                         of funds or property to any official, employee or agent of any governmental agency, authority
                                         or instrumentality of any jurisdiction except as otherwise permitted under applicable
                                         law; or (ii) made any contribution to any candidate for public office, in either case,
                                         where either the payment or the purpose of such contribution, payment or gift was, is,
                                         or would be prohibited under the Proceeds of Crime (Money Laundering) and Terrorist
                                         Financing Act (Canada), the Foreign Corrupt Practices Act (United States)
                                         or the rules and regulations promulgated thereunder or under any other legislation of
                                         any relevant jurisdiction covering a similar subject matter applicable to the Company
                                         or its Material Subsidiaries and their respective operations and the Company has instituted
                                         and maintained policies and procedures designed to ensure, and which are reasonably expected
                                         to continue to ensure, continued compliance with such legislation.



 






     - 22 -


     


    

 


		(t)	(Anti-Money
                                         Laundering) The operations of each of the Company and the Material Subsidiaries are
                                         and have been conducted at all times in compliance with all applicable anti-money laundering
                                         laws, regulations, rules and guidelines in its jurisdiction of incorporation and in each
                                         other jurisdiction in which such entity, as the case may be, conducts business (collectively,
                                         the Money Laundering Laws) and no action, suit or proceeding by or before
                                         any court or Governmental Authority involving the Company or its Material Subsidiaries
                                         with respect to any of the Money Laundering Laws is, to the best knowledge of the Company,
                                         pending, threatened or contemplated



 


		(u)	(Disclosures)



 


		(i)	The
                                         materials delivered, and statements made, by the Company and its representatives to the
                                         Investor in connection with the Contemplated Transactions (the Materials)
                                         do not, as at the time delivered or made, and (in respect of materials delivered and
                                         statements made prior to the Execution Date) on the Execution Date:



 


		(A)	contain
                                         any untrue statement of a material fact or misleading statement; or



 


		(B)	omit
                                         to state a material fact necessary in order to make the statements contained in those
                                         Materials, in light of the circumstances under which they were made, not misleading;
                                         and



 


		(ii)	The
                                         Company has disclosed to the Investor all facts relating to the Company, its business,
                                         the Transaction Documents, the Contemplated Transactions, and all other matters which
                                         are, to the best of the Company’s knowledge, material to the assessment of the
                                         nature and amount of the risk inherent in an investment in the Company.



 


		(v)	(Solvency)
                                         No Insolvency Event has been suffered or incurred by the Company or its Subsidiaries.



 


		(w)	(Law)
                                         The Company has filed or delivered any documents required under Canadian Securities Laws
                                         or the Corporations Act to be filed and delivered, and in each case, within the time
                                         period required, and the Company is otherwise in material compliance with Canadian Securities
                                         Laws and the Corporations Act and no fact exists which may result in the Company not
                                         being in such material compliance with Canadian Securities Laws or the Corporations Act.



 


		(x)	(Entitlement
                                         to rely on prospectus exemption) The Company has complied and will comply with Canadian
                                         Securities Laws in connection with the offer, sale and issuance of the Investor’s
                                         Shares to the Investor and confirms that the Investor’s Shares may be issued to
                                         the Investor under Canadian Securities Laws without the requirement of the Company to
                                         file a prospectus qualified under such Canadian Securities Laws.



 


		(y)	(Non-public
                                         information) Neither the Company nor any person acting on its behalf has provided
                                         the Investor or its agents, representatives or counsel with any information that is a
                                         “material fact” or “material change” with respect to the Company
                                         (as such terms are defined under Canadian Securities Laws) that has not been generally
                                         disclosed to the public, and to the Company’s knowledge, the Investor does not
                                         possess knowledge of any “material fact”, “material change” with
                                         respect to the Company that has not been generally disclosed to the public (and, to the
                                         extent this warranty is breached, the Company must immediately release the relevant information
                                         to the market).



 






     - 23 -


     


    

 


		(z)	(Prohibited
                                         Transactions) The Company has not entered or agreed to enter into a Prohibited Transaction
                                         that has not been completed.



 


		(aa)	(Absence
                                         of Events of Default) No Event of Default and no event which, with notice, lapse
                                         of time or both, would constitute an Event of Default, has occurred and is continuing.



 


		(bb)	(U.S.
                                         compliance)



 


		(i)	(No
                                         general solicitation) Neither the Company nor to its knowledge, any person acting
                                         on its behalf, has conducted any “general solicitation” or “general
                                         advertising” (as those terms are used in Regulation D under the 1933 Act) in connection
                                         with the offer or sale of the Securities or any manner involving a public offering within
                                         the meaning of Section 4(a)(2) of the 1933 Act with respect to the offer or sale of the
                                         Securities.



 


		(ii)	(No
                                         integrated offering) Neither the Company nor any of its Affiliates, nor any person
                                         acting on its or their behalf has, directly or indirectly, sold, offered for sale or
                                         solicited offers to buy or otherwise negotiated in respect of any security, in a manner,
                                         or under circumstances, that:



 


		(A)	would
                                         adversely affect reliance by the Company on the provisions of Rule 506(b) of Regulation
                                         D under the 1933 Act for the exemption from the registration requirements of the 1933
                                         Act for the Contemplated Transactions;



 


		(B)	would
                                         require registration of the sale of the Securities under the 1933 Act; or



 


		(C)	would
                                         cause such offer or solicitation to be deemed integrated with the offering of the Securities
                                         pursuant to US Securities Laws such that there is no available exemption from registration
                                         under the 1933 Act.



 


		(iii)	(Private
                                         placement) The offer and sale of the Securities to the Investor as contemplated by
                                         this Agreement are exempt from:



 


		(A)	the
                                         registration requirements of the 1933 Act by virtue of Rule 506(b) of Regulation D under
                                         the 1933 Act; and



 


		(B)	the
                                         registration and/or qualification provisions of all US Securities Laws, subject to the
                                         Company preparing and filing, within prescribed time periods, any forms or notices required
                                         under Regulation D under the 1933 Act or applicable blue sky laws in connection with
                                         the offer and sale of the Securities.



 


		(cc)	(Leases
                                         and Mining Interests) The real property, leases and mineral interests set forth in
                                         the Disclosure Schedule constitute all of the real property, leases and mineral interests
                                         that constitute the Elk Creek Project.



 


		7.2	Investor’s
                                         reliance



 


The
Company acknowledges that the Investor has entered into this Agreement in reliance on the Company’s representations and
warranties set out in this Agreement.


 


		7.3	Construction
                                         of representation and warranties



 


Each
representation and warranty of the Company is to be construed independently of the others and is not limited by reference to any
other representation or warranty.


 






     - 24 -


     


    

 


		7.4	Disclosures
                                         and limitations



 


		(a)	The
                                         representations and warranties of the Company set out in clause 7.1 are not limited in
                                         any way by information gathered by the Investor, its advisers or representatives.



 


		(b)	The
                                         representations and warranties of the Company will be further qualified only to the extent
                                         expressly set out in Schedule 1 (the Disclosure Schedule).



 


		7.5	Notice



 


The
Company shall immediately notify the Investor in writing upon becoming aware of any breach of any representation or warranty given
by the Company under this Agreement.


 


		8.	Representations
                                         and Warranties of the Investor



 


		8.1	Representations
                                         and warranties



 


The
Investor represents, warrants, covenants and agrees, on the Execution Date, at the Closing, at each Conversion Date and on the
date of issuance of any Securities (in each case, except where qualified by an express reference in this clause 8.1 as to the
representation or the warranty being given on and as of a particular date or dates, only on and as of that date or dates), that
the following are true:


 


		(a)	(Organisation,
                                         good standing and qualification)



 


		(i)	The
                                         Investor is a validly existing limited liability company and has all requisite power
                                         and authority to enter into and consummate the Contemplated Transactions and otherwise
                                         to carry out its obligations under this Agreement;



 


		(ii)	The
                                         Investor is in good standing under the laws of the jurisdiction of its place of incorporation
                                         and has all requisite power and authority to carry on its business as now conducted and
                                         to own its properties; and



 


		(iii)	The
                                         Investor is not in violation or default of any of the provisions of its limited liability
                                         company agreement, certificate of formation, or other organisational or charter documents.



 


		(b)	(Authorisation)
                                         The execution, delivery and performance by the Investor of this Agreement have been duly
                                         authorised and will each constitute a valid and legally binding obligation of the Investor,
                                         enforceable against the Investor in accordance with its terms, subject to bankruptcy,
                                         insolvency, fraudulent transfer, reorganisation, moratorium and similar laws of general
                                         applicability, relating to or affecting creditors’ rights generally.



 


		(c)	(Status
                                         of Investor) The Investor is purchasing the Securities as principal, is entitled
                                         to purchase the Securities without the benefit of a prospectus qualified under Canadian
                                         Securities Laws, is, at the Execution Date and at the Closing, an “accredited investor”
                                         within the meaning of paragraph (m) of the definition of “accredited investor”
                                         in NI 45-106 and was not created, and is not used, solely to purchase or hold securities
                                         as an accredited investor described in paragraph (m) of the definition of “accredited
                                         investor” in NI 45-106.



 






     - 25 -


     


    

 


		(d)	(U.S.
                                         compliance – investment intent) The Investor understands that the Securities
                                         are and will be when issued, as applicable, “restricted securities” pursuant
                                         to Rule 144(a)(3) under the 1933 Act and have not been registered under the 1933 Act
                                         or any applicable US Securities Laws, and, accordingly, may not be offered or sold or
                                         otherwise transferred, directly or indirectly, 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, the registration requirements of the 1933 Act and in accordance with
                                         applicable US Securities Laws. For purposes of assuring that the Investor is not an underwriter
                                         within the meaning of Section 2(a)(11) of the 1933 Act for purposes of Rule 502(d) under
                                         the 1933 Act, the Investor represents that it:



 


		(i)	is
                                         acquiring the Securities as principal for its own account for investment purposes only
                                         (as contemplated by the 1933 Act and the rules and regulations promulgated thereunder)
                                         and not with a view to or for distributing or reselling such Securities or any part of
                                         such Securities, directly or indirectly, in violation of the 1933 Act;



 


		(ii)	has
                                         no present intention of distributing any of such Securities in violation of the 1933
                                         Act; and



 


		(iii)	has
                                         no arrangement or understanding with any other person or persons regarding the distribution
                                         of such Securities in violation of the 1933 Act.



 


		(e)	(Investor
                                         status) At the time the Investor was offered the Securities, it was, and at the Execution
                                         Date it is, an “accredited investor” as defined in Rule 501(a) of Regulation
                                         D under the 1933 Act. The Investor is not, and is not required to be, registered as a
                                         broker or dealer under section 15 of the Exchange Act.



 


		(f)	(Adequate
                                         information) The Investor has had an opportunity to receive all information related
                                         to the Company requested by it and to ask questions of and receive answers from the Company
                                         regarding the Company, its business and the terms and conditions of the offering of the
                                         Securities, and has reviewed such information as the Investor considers necessary or
                                         appropriate to evaluate the risks and merits of an investment in, and make an informed
                                         investment decision with respect to, the Securities.



 


		(g)	(General
                                         solicitation) The Investor is not purchasing the Securities as a result of any “general
                                         solicitation” or “general advertising” (as such terms are used in Regulation
                                         D under the 1933 Act) including, without limitation, any advertisement, article, notice
                                         or other communication regarding the Securities published in any newspaper, magazine,
                                         on the Internet or similar media or broadcast over television or radio or presented at
                                         any seminar or in any filing with the SEC or any other general solicitation or general
                                         advertisement or any manner involving a public offering within the meaning of Section
                                         4(a)(2) of the 1933 Act with respect to the offer or sale of the Securities.



 


		(h)	(United
                                         States Resale Restrictions) The Investor acknowledges and understands that the Securities,
                                         as restricted securities under 1933 Act, have, in addition to any other resale restrictions
                                         imposed by the specific terms thereof or by the application of Canadian Securities Laws,
                                         the following resale restrictions under US Securities Laws and, for so long as the Securities
                                         are restricted securities under Rule 144(a)(3) of the 1933 Act, the Investor hereby agrees
                                         to transfer or sell the Securities, directly or indirectly, only: (A) to the Company
                                         or (B) outside the United States in accordance with Regulation S under the 1933 Act and
                                         pursuant to Canadian Securities Laws, TSX Rules and the terms of this Agreement, (C)
                                         pursuant to the exemptions from registration under the 1933 Act provided by (I) Rule
                                         144 thereunder, if available, or (II) Rule 144A thereunder, if available, and in both
                                         cases in accordance with applicable state securities laws of the United States, or (D)
                                         in a transaction that does not require registration under the 1933 Act or any applicable
                                         state securities laws of the United States and, in the case of clauses (C)(I) or (D)
                                         above, or if otherwise reasonably required by the Company, the Investor has furnished
                                         to the Company an opinion of counsel of recognized standing in form and substance reasonably
                                         satisfactory to the Company to such effect. The Investor has implemented appropriate
                                         internal controls and procedures to ensure that the Securities shall be properly identified
                                         in its records as restricted securities under the 1933 Act that are subject to the re-sale
                                         and transfer restrictions set forth herein notwithstanding the absence of a U.S. restrictive
                                         legend or a definitive physical certificate.



 






     - 26 -


     


    

 


		(i)	(U.S.
                                         Warrant exercise) The Investor understands and acknowledges that the Warrants may
                                         not be exercised in the United States or by or on behalf of, or for the account or benefit
                                         of, a U.S. Person (as such term is defined in Regulation S under the 1933 Act) or a person
                                         in the United States unless an exemption is available from the registration requirements
                                         of the 1933 Act and the US Securities Laws, and the Investor or the Designated Warrant
                                         Holder, as applicable, has furnished an opinion of counsel, or other evidence, in either
                                         case in form and substance satisfactory to the Company, to such effect; provided that
                                         the Investor will not be required to deliver an opinion of counsel in connection with
                                         its due exercise of the Warrants acquired pursuant to the terms of this Agreement, at
                                         a time when the Investor or Designated Warrant Holder, as applicable, is an “accredited
                                         investor” within the meaning of Rule 501(a) of Regulation D under the 1933 Act.



 


		(j)	(U.S.
                                         restrictive legend Warrants) In addition to any legends required by Canadian Securities
                                         Laws and TSX Rules, the Investor understands and acknowledges that the certificates representing
                                         the Warrants issued pursuant to the terms of this Agreement, and all certificates issued
                                         in exchange for or in substitution of such certificates shall bear the following legend
                                         upon the original issuance of any such Warrants and until the legend is no longer required
                                         under applicable requirements of the 1933 Act and US Securities Laws:



 


“THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR U.S. STATE SECURITIES LAWS. THE HOLDER
HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF NIOCORP DEVELOPMENTS LTD. (THE “CORPORATION”) THAT
SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL
LAWS AND REGULATIONS; (C) PURSUANT TO THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144
THEREUNDER, IF AVAILABLE OR (II) RULE 144A, IF AVAILABLE AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
OF THE UNITED STATES, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS OF THE UNITED STATES AND, IN THE CASE OF CLAUSES (C)(I) OR (D) ABOVE, OR IF OTHERWISE REASONABLY REQUIRED
BY THE CORPORATION, THE SELLER HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT
OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.


 


THIS
WARRANT 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 “1933 ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY
NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE
UNITED STATES UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE 1933 ACT AND THE
APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE 1933 ACT.”


 






     - 27 -


     


    

 


		(k)	(No
                                         U.S. registration) The Investor understands and acknowledges that the Company is
                                         not obligated to file and has no present intention of filing with the SEC or with any
                                         state securities administrator any registration statement in respect of re-sales of the
                                         Securities.



 


		(l)	(Shell
                                         company status) The Investor understands and acknowledges that if the Company is
                                         deemed to have been at any time previously an issuer with no or nominal operations and
                                         no or nominal assets other than cash and cash equivalents, (i) Rule 144 under the 1933
                                         Act may not be available for re-sales of the Securities and (ii) the Company is not obligated
                                         to make Rule 144 under the 1933 Act available for re-sales of such Securities.



 


		(m)	(Financial
                                         reporting) The Investor understands and acknowledges that (i) the Company’s
                                         financial statements have been prepared in accordance with U.S. generally accepted accounting
                                         principles (GAAP) and (ii) there may be material Tax consequences to the
                                         Investor of an acquisition or disposition of the Securities and the Company gives no
                                         opinion and makes no representation with respect to the Tax consequences to the Investor
                                         under United States, state, local or foreign Tax law of the undersigned’s acquisition
                                         or disposition of the Securities.



 


		(n)	(Share
                                         custodian) The Share Custodian in respect of the Investor’s Shares will be
                                         as notified by the Investor to the Company on no less than five (5) Business Days’
                                         notice in accordance with clause 10.12.



 


		(o)	(OFAC)
                                         The Investor represents that no part of the funds that may be used by the Investor for
                                         in the transactions contemplated under this Agreement will have been directly or indirectly
                                         derived from, or related to, any activity that may contravene federal, state, or international
                                         laws and regulations, including anti-money laundering laws and regulation including the
                                         Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
                                         and Obstruct Terrorism Act of 2001 (USA Patriot Act) and regulations of the U.S. Department
                                         of the Treasury’s Office of Foreign Assets Control (OFAC). The Investor further
                                         represents that it and its affiliates are not acting directly or indirectly for or on
                                         behalf of any person, group, entity, or nation named by any Executive Order of the U.S.
                                         as a terrorist, Specially Designated National and Blocked Person (SDN) or other banned
                                         or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or
                                         regulation that is enforced or administered by OFAC. The Investor further represents
                                         that it and its affiliates also are not engaged in this transaction, directly or indirectly
                                         on behalf of, or instigating or facilitating this transaction, directly or indirectly
                                         on behalf of any SDN.



 


		8.2	Company’s
                                         reliance



 


The
Investor acknowledges that the Company has entered into this Agreement in reliance on the Investor’s representations and
warranties set out in this clause 8.


 


		8.3	Construction
                                         of representation and warranties



 


Each
representation and warranty of the Investor is to be construed independently of the others and is not limited by reference to
any other representation or warranty.


 


		8.4	Notice



 


The
Investor will immediately notify the Company upon becoming aware of any material breach of any representation or warranty given
by the Investor under this Agreement.


 


		9.	Terms
                                         of the Warrants



 


The
Warrant granted in accordance with the terms hereof will have the terms and conditions set out in Annexure A, and the “Exercise
Price” (as such term is defined in Annexure A) of the Warrant will be set in accordance with the definition of Warrants
Exercise Price.


 






     - 28 -


     


    

 


		10.	Additional
                                         Covenants and Agreements



 


		10.1	U.S.
                                         Transfer and Sale Restrictions



 


Until
such time as the applicable hold period under the 1933 Act has elapsed with respect to the Securities and the Investor has provided
an opinion of counsel of recognized standing reasonably satisfactory to the Company that the Securities are no longer restricted
securities under Rule 144(a)(3) of the Securities Act, the Investor will not transfer or sell the Securities, directly or indirectly,
in the United States or to, or for the account or benefit of a U.S. Person (as such term is defined in Regulation S under the
1933 Act), it will not deposit any the Investor Shares with Cede & Co. or any successor thereto, it will not transfer or sell
any Securities over the facilities of the OTC Markets Group, Inc. including the OTCQX International and it will cause any nominee
holding the Securities on its behalf to comply with re-sale and transfer restrictions contained in this Agreement.


 


		10.2	Ranking
                                         of the Investor’s Shares



 


		(a)	The
                                         Investor’s Shares will rank equally in all respects with the existing Shares on
                                         the date of issue of the Investor’s Shares.



 


		(b)	At
                                         each issuance, the Company shall credit all Investor’s Shares as fully paid.



 


		(c)	All
                                         Investor’s Shares will be issued free and clear of any Liens.



 


		10.3	Ranking
                                         of Investor’s interest in the Convertible Security



 


		(a)	The
                                         Convertible Security will constitute direct, general, and unconditional obligations of
                                         the Company and the Company represents and warrants, at the Execution Date and for the
                                         period while there is Amount Outstanding, the Convertible Security will, unless otherwise
                                         agreed to by the Investor, rank senior to all other debt or loan obligations of the Company
                                         including any of the Company’s outstanding bank debt (if any), except for any Convertible
                                         Securities (as defined in the 2015 Convertible Security Agreement) granted under the
                                         2015 Convertible Security Agreement.



 


		(b)	In
                                         the event the Company arranges to obtain any debt funding (including convertible debt)
                                         or other financial accommodation, which ranks senior to, or pari passu with, a Convertible
                                         Security, the Company must notify the Investor about such arrangements (in reasonable
                                         detail) (Debt Proceeds Notification), and:



 


		(i)	in
                                         the event the proceeds raised or received through such debt funding or financial accommodation
                                         (Debt Proceeds) is less than US$5,000,000, the Investor may, within 10
                                         Business Days of its receipt of the Debt Proceeds Notification, direct the Company to
                                         use up to 50% of the Debt Proceeds to repay the Amount Outstanding on the Convertible
                                         Security;



 


		(ii)	in
                                         the event the Debt Proceeds is at least US$5,000,000 but less than US$10,000,000, the
                                         Investor may, within 10 Business Days of its receipt of the Debt Proceeds Notification,
                                         direct the Company to use the Debt Proceeds to repay up to 50% of the outstanding Face
                                         Value of the Convertible Security; and



 


		(iii)	in
                                         the event the Debt Proceeds is US$10,000,000 or more, the Investor may, within 10 Business
                                         Days of its receipt of the Debt Proceeds Notification, direct the Company to use the
                                         Debt Proceeds to repay up to 70% of the outstanding Face Value of the Convertible Security.



 


		(c)	In
                                         the event the Investor directs the Company to make any repayment under clause 10.3(b)(i),
                                         10.3(b)(ii) or 10.3(b)(iii), the Company shall make such repayment within three (3) Business
                                         Days of its receipt of a written direction from the Investor, which direction may not
                                         be delivered to the Company until two (2) Business Days following actual receipt by the
                                         Company of the funds referred to in clause 10.3(b).



 






     - 29 -


     


    

 


		10.4	Right
                                         of First Refusal



 


		(a)	The
                                         Company may not agree to, announce, proceed with, negotiate or complete any equity financing
                                         or convertible debt financing by way of a public offering or private placement of Shares
                                         or securities exchangeable for or convertible into Shares with one or more third parties
                                         (each, a “Subsequent Offering”), unless it has first offered a number
                                         of Shares or securities that is equal to no less than 100% of the Shares or securities
                                         exchangeable for or convertible into Shares in the proposed Subsequent Offering to the
                                         Investor on the same terms as the Subsequent Offering and has otherwise complied with
                                         this clause 10.4. For greater certainty, the term “Subsequent Offering” shall
                                         exclude the granting or exercising of stock options under any stock option plan established
                                         by the Company and approved by the TSX and holders of Shares of the Company.



 


		(b)	The
                                         Company must deliver a written notice (the “Priority Offering Notice”)
                                         to the Investor no less than forty-eight (48) hours prior to the time that it wishes
                                         to announce, proceed with or negotiate a Subsequent Offering, which notice must state
                                         all of the pertinent terms and conditions of the Subsequent Offering, including:



 


		(i)	the
                                         nature of the securities being offered;



 


		(ii)	the
                                         number of securities being offered;



 


		(iii)	the
                                         offering price in cash or the methodology for determining the offering price;



 


		(iv)	the
                                         proposed date for completion; and



 


		(v)	a
                                         statement of any regulatory and shareholder approvals that are required.



 


		(c)	Following
                                         the delivery of a Priority Offering Notice, the Company may then announce, proceed with,
                                         negotiate and complete the Subsequent Offering subject to TSX approval within the next
                                         90 days following the delivery of the Priority Offering Notice on terms and conditions
                                         no more favourable to the subscribers than those set out in the Priority Offering Notice.



 


		(d)	Within
                                         ten (10) Business Days after receipt of a Priority Offering Notice, the Investor shall
                                         deliver to the Company a response in writing (the “Priority Offering Response
                                         Notice”) setting out at least the following information:



 


		(i)	whether
                                         the Investor will exercise its rights in this clause 10.4 in whole or in part;



 


		(ii)	specifying
                                         the number and percentage of securities it proposes to acquire on the same terms as the
                                         Subsequent Offering; and



 


		(iii)	the
                                         aggregate cash consideration that it shall be required to pay to the Company as a result
                                         of exercising its right in this section.



 


		(e)	Each
                                         Priority Offering Notice and Priority Offering Response Notice shall constitute a binding
                                         agreement by the Investor to subscribe for and take up, and by the Company to issue and
                                         sell to the Investor, subject to TSX approval the number of Shares or securities exchangeable
                                         for or convertible into Shares specified by the Investor in the Priority Offering Response
                                         Notice upon the terms and conditions specified in the Priority Offering Notice and shall
                                         be an obligation of the Company regardless of whether a Subsequent Offering has closed
                                         prior to the delivery of a Priority Offering Response Notice, provided however if a Subsequent
                                         Offering has closed prior to the delivery of a Priority Offering Response Notice, then
                                         the Company’s obligation to issue and sell to the Investor the number of Shares
                                         or securities exchangeable for or convertible into Shares specified by the Investor in
                                         the Priority Offering Response Notice upon the terms and conditions specified in the
                                         Priority Offering Notice shall be subject to approval of the TSX. The Company shall use
                                         its best efforts to include the securities to which the Investor is entitled under this
                                         clause 10.4 in its application to the TSX for the Subsequent Offering, or where not practicable,
                                         to use its best efforts to file such application in respect of the securities to which
                                         the Investor is entitled under this clause 10.4 as promptly as possible following the
                                         delivery of a Priority Offering Notice.



 






     - 30 -


     


    

 


		(f)	In
                                         the event the only participant in the Subsequent Offering is the Investor or the Investor
                                         delivers a Priority Offering Response Notice after the closing of the Subsequent Offering,
                                         the closing shall take place at a mutually agreeable time.



 


If
the Investor fails to deliver a Priority Offering Response Notice within the time limits as stipulated in clause 10.4(d) or does
so but states that it shall not be acquiring any of the securities set forth in the Priority Offering Notice, the Company shall
then have 90 days following the delivery of the Priority Offering Notice to agree, announce, proceed with, negotiate or complete
a Subsequent Offering with any third party or parties but provided that:


 


		(i)	the
                                         nature of the security being offered to the third party or parties remains unchanged
                                         from that set out in the Priority Offering Notice;



 


		(ii)	the
                                         number of securities being offered to the third party or parties remains unchanged from
                                         that set out in the Priority Offering Notice; and



 


		(iii)	the
                                         offering price and terms of the offering are no more favourable to the third party or
                                         parties than that set out in the Priority Offering Notice,



 


and
if any of such conditions is not satisfied clause 10.4 shall again apply and the third party transaction will be considered a
new Subsequent Offering.


 


		(g)	For
                                         greater certainty, this clause 10.4 is intended to permit the Investor to increase its
                                         Pro Rata Interest to an amount greater than its Pro Rata Interest at the time that a
                                         Priority Offering Notice is delivered, should the Investor wish to exercise its rights
                                         hereunder, and to complete a subsequent investment in the Company on terms identical
                                         to those of any Subsequent Offering of the Company, but shall not impair the right of
                                         the Company to complete a Subsequent Offering provided the Company complies with the
                                         terms of this clause 10.4.



 


		10.5	Rights
                                         of Investor



 


The
right of the Investor to be issued Conversion Shares in accordance with clause 5 and otherwise under this Agreement, will not
confer on the Investor any entitlement to receive dividends or vote at a general meeting of shareholders of the Company.


 


		10.6	Compliance
                                         with Laws



 


		(a)	The
                                         Company and the Investor will each comply with all applicable Laws in all material respects.



 


		(b)	Except
                                         as otherwise provided herein, the Company shall make, in a timely manner, all filings
                                         that may be required under Canadian Securities Laws and US Securities Laws in connection
                                         with the Contemplated Transactions, including, without limitation, all filings required
                                         by the TSX and all filings required further to sections 6.1 and 6.3 of NI 45-106.



 






     - 31 -


     


    

 


		10.7	TSX
                                         Listing



 


At
all times during the term of this Agreement (and provided that the Investor holds any Securities), the Company shall ensure that
the Shares remain listed on the TSX, provided that this covenant shall not prevent the Company from completing any transaction
which would result in the Company ceasing to be listed on the TSX so long as the holders of Shares receive securities of an entity
which is listed on a stock exchange in Canada or the United States or cash or the holders of the Shares have approved the transaction
in accordance with the requirements of Canadian Securities Laws, US Securities Laws and corporate laws, subject to the Company’s
compliance with its obligations in clause 10.8, if the Investor exercises its right in clause 10.8.


 


		10.8	Adjustments
                                         on Arrangements, Take-Overs and Changes of Control



 


If
the Company proposes an arrangement or is the subject of a take-over bid, which in either case would result in a Change of Control
Event that would also result in the Shares no longer being listed on the TSX, then the Investor may, but is not required to, at
any time up to five (5) Business Days prior to the date of completion of such proposed transaction, require that the Company cause
that other person, company or legal entity which is the counterparty to such arrangement or take-over bid, to assume all of the
obligations of the Company under this Agreement following the completion of such proposed transaction, including the obligation
to issue Conversion Shares. If the Investor exercises its right in this clause, then the Company shall cause that other person,
company or legal entity to enter into an assignment and/or novation agreement acceptable to the Investor acting reasonably, and
following such time, the Investor shall accept, in lieu of Shares, Conversion Shares, Convertible Security, or Warrants, an economically
equivalent number of shares, convertible securities and warrants issued by that other person, company, or legal entity in lieu
of the Shares, Conversion Shares, Convertible Security or Warrants to which the Investor is entitled to hereunder. The number
of Shares, Conversion Shares, Convertible Security, or Warrants to be issued shall be adjusted for the exchange ratio applicable
in the relevant arrangement or take-over bid, and the Investor shall have the right to consent to the accuracy of such adjustment.
If the Investor exercises its right in this clause, and the Company is unable to, or the other company does not, enter into an
assignment and/or novation acceptable to the Investor, then the failure to do so shall be considered an Event of Default.


 


		10.9	Register
                                         of Convertible Securities



 


The
Investor will, on behalf of the Company, as the Company’s attorney, maintain the Register of the Convertible Securities
during the term of this Agreement. The Investor will provide a copy of the Register of the Convertible Securities to the Company
upon request of the Company.


 


		10.10	Prohibited
                                         Transactions



 


Unless
agreed in writing between the Company and the Investor, from the date of execution of this Agreement until the date of termination
of this Agreement the Company shall not effect, or enter into an agreement to effect, any Prohibited Transaction unless the funds
raised from such Prohibited Transaction are utilised to repay the Amount Outstanding in full.


 


		10.11	No
                                         shorting



 


The
Investor will not, and will cause its Affiliates not to, engage in any securities lending, short sales, hedging transactions or
enter into any swap or any other agreement, arrangement or transaction that transfers, in whole or in part, directly or indirectly,
the economic consequence of ownership of any Securities, whether any such swap or transaction is to be settled by delivery of
any Securities or other securities, in cash or otherwise by delivery.


 






     - 32 -


     


    

 


		10.12	Investor’s
                                         Share Custodian



 


During
the term of this Agreement, the Investor will notify the Company of any change of its Share Custodian within five (5) Business
Days following such change having taken effect.


 


		10.13	Set-Off



 


		(a)	The
                                         Investor may set off any of its obligations to the Company (whether or not due for payment),
                                         against any of the Company’s obligations to the Investor (whether or not due for
                                         payment) under this Agreement and/or any Transaction Document and/or under the 2015 Convertible
                                         Security Agreement and/or any Transaction Document (as defined under the 2015 Convertible
                                         Security Agreement).



 


		(b)	The
                                         Investor may do anything necessary to effect any set-off undertaken in accordance with
                                         this clause 10.13 (including varying the date for payment of any amount payable by the
                                         Investor to the Company).



 


		10.14	Set-Off
                                         Exclusion



 


All
payments which are required to be made by the Company to the Investor will be made without:


 


		(a)	any
                                         set-off, counterclaim or condition; or



 


		(b)	any
                                         deduction or withholding for Tax or any other reason, unless a deduction or withholding
                                         is required by law,



 


except
as may otherwise be consented to by the Investor.


 


		10.15	Miscellaneous
                                         Negative Covenants



 


The
Company shall not, and (in respect of only subclauses (a), (e) and (f) below) shall cause all of its Subsidiaries not to, directly
or indirectly, without the Investor’s written approval (such approval must not to be unreasonably withheld):


 


		(a)	dispose,
                                         in a single transaction, or in a series of transactions, of all or substantially all
                                         of its assets unless such disposal is in the ordinary course of business;



 


		(b)	cease
                                         to be a “reporting issuer” under Canadian Securities Laws;



 


		(c)	de-list
                                         its Shares from the TSX, provided that this provision shall not prevent the Company from
                                         completing any transaction which would result in the Company ceasing to be listed on
                                         the TSX so long as the holders of Shares receive securities of an entity which is listed
                                         on a stock exchange in Canada or cash or the holders of the Shares have approved the
                                         transaction in accordance with the requirements of Canadian Securities Laws, US Securities
                                         Laws and corporate laws, subject to the Company’s compliance with its obligations
                                         in clause 10.8, if the Investor exercises its right in clause 10.8;



 


		(d)	undertake
                                         any consolidation of its share capital unless such consolidation is required by the TSX;



 


		(e)	reduce
                                         its paid-up or stated capital;



 


		(f)	transfer
                                         the jurisdiction of incorporation of the Company or any of its Material Subsidiaries;
                                         or



 


		(g)	enter
                                         into any agreement with respect to any of the matters referred to in paragraphs (a) –
                                         (f).



 






     - 33 -


     


    

 


In
the event the Company proposes to take any action set out in paragraphs (a) to (g) above, the Company shall provide the Investor
with at least ten (10) Business Days prior written notice regardless of whether the consent of the Investor is required in the
circumstances.


 


		10.16	Use
                                         of Proceeds



 


The
Company shall only use the funds received from the Investor under this Agreement for general corporate and working capital purposes
that are reasonable in light of the nature of the Company’s business as of the Execution Date, and must not use these funds
for making any pledge payments to any third party, for dividend payments, or the repayment or redemption of any indebtedness or
obligations or interests held by any security holders (or similar payments). Notwithstanding the foregoing, the Company may use
up to US$500,000 of the funds received from the Investor under this Agreement to repay amounts due under the CEO Loan without
penalty.


 


		10.17	Withholding
                                         Gross-Up



 


All
payments made by the Company in respect of this Agreement (in respect of principal, interest or otherwise) shall, except as required
by applicable Law, be made in full without set-off or counterclaim, and free of and without deduction or withholding for any present
or future Taxes provided that if the Company is required by applicable Law to deduct or withhold any Taxes from or in respect
of any payment or sum payable to the Investor, the payment or sum payable will be increased as necessary so that after making
all such deductions or withholdings, the Investor receives an amount equal to the sum it would have received if no such deduction
or withholding had been made and the Company shall pay the full amount deducted to the relevant Governmental Authority in accordance
with applicable Law.


 


In
the event the Investor subsequently receives or recovers any deducted or withheld amount from any Canadian federal, provincial
or other Governmental Authority and the Company has complied with its obligations in this clause 10.17, then the Investor shall
pay such amount to the Company within twenty (20) Business Days of actual receipt.


 


		10.18	Resale
                                         Registration Statement



 


The
Company agrees (A) to file a registration statement with the SEC within six months of the date of this Agreement, registering
for resale by the Investor the Shares issuable from time to time upon exercise of the Warrants, (B) to use its reasonably best
efforts to cause the registration statement to be declared effective by the SEC within nine months of the date of this Agreement,
and (C) to maintain the effectiveness of the registration statement until both (i) the earlier of such time as the Warrants have
been exercised in full or have expired and (ii) the earlier of such time as the Investor has sold all of the Shares registered
under the registration statement or the Investor is permitted to sell all of such Shares pursuant to Rule 144 under the 1933 Act
without the conditions or limitations set forth in section (e) thereunder.


 


		11.	Taxes



 


		(a)	Without
                                         limiting anything else in this Agreement the Company shall:



 


		(i)	pay
                                         any Tax required to be paid to any Governmental Authority which is payable by the Company
                                         in respect of this Agreement or any Contemplated Transaction (including in respect of
                                         the execution, delivery, performance, release, discharge, amendment or enforcement of
                                         this Agreement or any Contemplated Transaction);



 


		(ii)	pay
                                         any fine, penalty or other cost in respect of a failure to pay any Tax as required by
                                         this clause 11; and



 


		(iii)	indemnify
                                         the Investor against any amount payable by it under this clause 11.



 






     - 34 -


     


    

 



		(b)	Without
                                         limiting anything else in this Agreement:



 


		(i)	the
                                         Company shall pay all stamp, loan transaction, registration and similar Taxes, including
                                         fines and penalties, financial institutions duty and debits Tax that may be payable to,
                                         or required to be paid by, any appropriate authority, or determined to be payable in
                                         connection with the execution, delivery, performance or enforcement of this Agreement
                                         or any Contemplated Transaction or any payment, receipt or other transaction contemplated
                                         by this Agreement; and



 


		(ii)	the
                                         Company shall indemnify the Investor against any loss or liability incurred or suffered
                                         by it as a result of the delay or failure by the Company to pay the Taxes under clause
                                         11(b)(i).



 


		(c)	Without
                                         limiting anything else in this Agreement, at all times on and from the date of this Agreement,
                                         the Company shall comply in all material respects with all applicable laws relating to
                                         Tax and promptly file, or cause to be filed, all tax returns, and other Tax filings,
                                         required under applicable Tax law.



 


		12.	Default



 


		12.1	Events
                                         of Default



 


Any
of the following will constitute an Event of Default:


 


		(a)	Any
                                         of the representations, warranties, or covenants made by the Company or any of its agents,
                                         officers, directors, employees or representatives in any Transaction Document, Materials
                                         or public filing are inaccurate, false or misleading in any material respect, as of the
                                         date as of which it is made or deemed to be made, or any certificate or financial or
                                         other written statements furnished by or on behalf of the Company to the Investor, any
                                         of its representatives, or the Company’s shareholders, is inaccurate, false or
                                         misleading, in any material respect, as of the date as of which it is made or deemed
                                         to be made or repeated (in each case where qualified by an express reference to the representation
                                         or the warranty being given on a particular other date or dates, on that date or dates).



 


		(b)	The
                                         Company or any Material Subsidiary of the Company suffers or incurs an Insolvency Event.



 


		(c)	The
                                         Company or any of its Material Subsidiaries ceases, suspends, or threatens to cease or
                                         suspend, the conduct of all or a substantial part of its business, or disposes, in a
                                         single transaction, or in a series of transactions, of all or substantially all of its
                                         assets unless such disposal is in the ordinary course of business;



 


		(d)	The
                                         Company or any of its Material Subsidiaries takes action to reduce its capital in accordance
                                         with Section 74 of the Corporations Act.



 


		(e)	There
                                         is a cease trade order against the Company, a management cease trade order in respect
                                         of the Company, or the Company ceases to be a “reporting issuer” under Canadian
                                         Securities Laws (or applies to do so), or the trading in the Shares is halted or suspended
                                         under TSX Rules for a continuous period of three (3) Trading Days.



 


		(f)	The
                                         Shares are de-listed from the TSX, provided that it shall not be an Event of Default
                                         if the Investor exercises its right set forth in clause 10.8.



 


		(g)	Any
                                         of the conditions set out in clauses 4.1, or 6.1 have not have been fulfilled in a timely
                                         manner or the time prescribed.



 






    -35-


     


    

 


		(h)	The
                                         Company denies the right of the Investor to receive any Securities hereunder, or otherwise
                                         dishonours or rejects any action taken, or document delivered, in furtherance of the
                                         Investor’s rights to receive any Investor’s Shares or Warrants (provided
                                         that nothing in this clause 12.1(h) is deemed to prevent the Company from challenging
                                         the Investor’s actions to which the Investor is in fact not entitled under this
                                         Agreement).



 


		(i)	A
                                         Transaction Document or a Contemplated Transaction has been ultimately determined by
                                         a court of competent jurisdiction to be wholly or partly void, voidable or unenforceable.



 


		(j)	A
                                         court of competent jurisdiction makes an ultimate determination in favour of any action,
                                         claim, proceeding, suit, investigation, or action against any other person or otherwise
                                         asserted before any Governmental Authority, which seeks to restrain, challenge, deny,
                                         enjoin, limit, modify, delay, or dispute, the right of the Investor or the Company to
                                         enter into any Transaction Documents or undertake any of the Contemplated Transactions.



 


		(k)	Any
                                         event, condition or development occurs or arises which in the opinion of the Investor
                                         (acting reasonably) has or will have a Material Adverse Effect.



 


		(l)	Any
                                         consent, permit, approval, registration or waiver necessary for the consummation of those
                                         Contemplated Transactions that remain to be consummated at the applicable time, has not
                                         been issued or received, or does not remain in full force and effect at the applicable
                                         time.



 


		(m)	The
                                         TSX revokes any conditional approval it has granted in respect of any of the Securities
                                         to be issued pursuant to this Agreement or the Company does not satisfy the conditions
                                         of such approval within the prescribed time period.



 


		(n)	The
                                         Investor has not received all those items required to be delivered to it in connection
                                         with a Closing, or upon the exercise of Warrants in accordance with this Agreement.



 


		(o)	The
                                         Company subsequently becomes prohibited under Canadian Securities Laws, the Corporations
                                         Act, or the TSX Rules from issuing Shares to the Investor under this Agreement, provided
                                         that the restrictions imposed by the Share Maximum shall not constitute an Event of Default.



 


		(p)	The
                                         Company fails to perform, comply with, or observe, any other material term, covenant,
                                         undertaking, obligation or agreement under any Transaction Document, including without
                                         limitation, the failure to pay any cash amount owing to the Investor hereunder at the
                                         time such payment is due.



 


		(q)	A
                                         default judgment of an amount of US$500,000 or greater is entered against the Company
                                         or any of its Subsidiaries.



 


		(r)	The
                                         Company and/or any of its Subsidiaries defaults in relation to a payment obligation in
                                         the amount of US$500,000 or greater under any financial accommodation, including any
                                         loan, advance, debenture or other form of financing entered into with a third party (taking
                                         into account any applicable grace period agreed by the relevant third party).



 


		(s)	If
                                         at any time after June 27, 2018, the Company or any of its Subsidiaries has any present
                                         or future liabilities, including contingent liabilities, for an amount or amounts totaling
                                         more than C$2,000,000 exclusive of the CEO Loan and which have not been satisfied on
                                         time or within 90 days of invoice (taking into account any applicable grace period agreed
                                         with the relevant third party to whom such liabilities are owed), or have become prematurely
                                         payable as a result of its default or breach (howsoever described).



 






    -36-


     


    

 


		(t)	The
                                         Company fails to comply with its covenant in clause 10.8 if the Investor exercises its
                                         right in clause 10.8.



 


		(u)	The
                                         Company fails to comply with its obligation to deliver Conversion Shares in accordance
                                         with this Agreement, and including for greater certainty, in compliance with clauses
                                         5.2(h) or 5.3.



 


		(v)	The
                                         Company repays any or all of the CEO Loan contrary to section 10.16.



 


		(w)	An
                                         Event of Default (as defined under the 2015 Convertible Security Agreement) occurs.



 


		12.2	Investor
                                         Right to Investigate an Event of Default



 


If
in the Investor’s reasonable opinion, an Event of Default has occurred, or is or may be continuing or likely to occur:


 


		(a)	the
                                         Investor may notify the Company that it wishes to investigate such purported Event of
                                         Default;



 


		(b)	the
                                         Company shall co-operate with the Investor in such investigation;



 


		(c)	the
                                         Company shall comply with all reasonable requests made by the Investor of the Company
                                         in connection with any investigation by the Investor and will:



 


		(i)	provide
                                         all information requested by the Investor in relation to the Event of Default to the
                                         Investor, provided the Investor agrees that any materially price sensitive information
                                         and/ or non-public information will be subject to confidentiality; and



 


		(ii)	provide
                                         all such information within five (5) Business Days of such request by the Investor; and



 


		(d)	the
                                         Company shall pay all reasonable costs in connection with any investigation by the Investor.



 


		13.	Notice
                                         and Cure Provisions



 


The
Investor shall give prompt notice to the Company of the occurrence, or failure to occur, at any time from the date hereof, of
any event or state of facts which occurrence or failure would be likely to or could result in an Event of Default. Subject to
the provisions hereof, the Investor may only elect to terminate this Agreement or exercise its rights under clause 14 upon the
occurrence or existence of any Event of Default or at any time during the continuance of such Event of Default, if


 


		(a)	the
                                         Investor has delivered written notice to the Company specifying in reasonable detail
                                         the event or state of facts which occurrence or failure would be likely to or could result
                                         in an Event of Default; and



 


		(b)	if
                                         any such notice is delivered, and the Company is proceeding diligently at its own expense
                                         to cure such matter, if such matter is susceptible of being cured, the Investor may not
                                         terminate this Agreement or exercise its rights under clause 14 until the expiration
                                         of a period of:



 


		(i)	five
                                         (5) Business Days from the date of such occurrence, failure to occur or the coming into
                                         existence of such event or state of facts, where such occurrence, failure to occur, or
                                         the coming into existence of such event or state of facts relates to the Conversion of
                                         Shares, the listing of Shares on the TSX, a cease trade order relating to the Shares,
                                         the trading of the Shares in the normal course, or of the issuance (or not) of new Shares,
                                         and



 


		(ii)	ten
                                         (10) Business Days from the date of any other such occurrence, failure to occur or the
                                         coming into existence of such event or state of facts.



 






    -37-


     


    

 


		14.	Rights
                                         of the Investor upon an Event of Default



 


		(a)	Upon
                                         the occurrence or existence of any Event of Default and at any time during the continuance
                                         of such Event of Default, subject to compliance with clause 13, the Investor may:



 


		(i)	declare,
                                         by notice to the Company, effective immediately, all outstanding obligations by the Company
                                         under the Transaction Documents to be immediately due and payable in immediately available
                                         funds (including, without limitation, the immediate repayment of any Amount Outstanding)
                                         without presentment, demand, protest or any other notice of any kind, all of which are
                                         expressly waived by the Company, anything to the contrary contained in this Agreement
                                         or in any other Transaction Document notwithstanding; and/or



 


		(ii)	terminate
                                         this Agreement, by notice to the Company, effective as of the date set out in the Investor’s
                                         notice given to the Company under this clause 14(a)(ii).



 


		(b)	If
                                         the Investor gives the Company a notice under clause 14(a)(i), the Company must within
                                         five (5) Business Days, pay to the Investor in immediately available funds the Amount
                                         Outstanding for the Convertible Security and any interest owing by the Company to the
                                         Investor under clause 14(f).



 


		(c)	The
                                         Investor will have no obligation to consummate a Closing or a Conversion under this Agreement
                                         where an Event of Default has occurred, for as long as such Event of Default continues,
                                         and the Closing Date or Conversion Date, as applicable, will be deemed to be postponed
                                         accordingly, unless the Investor notifies the Company otherwise in writing.



 


		(d)	In
                                         addition to the foregoing rights, upon the occurrence or existence of any Event of Default,
                                         the Investor may give the Company notice that from the date of the Event of Default that
                                         the Conversion Price shall be only the price per Share equal to the VWAP per Share for
                                         the five (5) consecutive Trading Days immediately prior to the Conversion Date less the
                                         maximum discount to such price then allowable as determined in accordance with the TSX
                                         Rules.



 


		(e)	In
                                         addition to the remedies set out in sub-clauses 14(a), 14(b) and 14(d), subject to compliance
                                         with clause 13, upon the occurrence or existence of any Event of Default, the Investor
                                         may exercise any other right, power or remedy granted to it by the Transaction Documents
                                         or otherwise permitted to it by Law, including by suit in equity and/or by action at
                                         Law.



 


		(f)	Notwithstanding
                                         anything to the contrary contained in this Agreement or in any other Transaction Document,
                                         in addition to the rights of the Investor specified in this clause 14, upon an Event
                                         of Default occurring, the interest payable on the Convertible Security will be at a rate
                                         of 15% per annum (Interest Rate upon Default), which interest will accrue
                                         from the earliest date of the Event of Default on the outstanding Face Value and will
                                         be compounded monthly, for as long as the Event of Default will not have been remedied,
                                         except that the Interest Rate Upon Default will not apply if: (i) subsequent to the Event
                                         of Default, the Investor is not prohibited by Law or otherwise from exercising its Conversion
                                         rights under clause 5.2 of this Agreement, (ii) the Company’s total dollar traded
                                         volume of the Shares in the thirty (30) days immediately prior to the delivery of any
                                         Conversion Notice after an Event of Default is equal to or greater than US$500,000, and
                                         (iii) the Company otherwise complies in all respects with its obligation to issue Conversion
                                         Shares set forth in clause 5.2 of this Agreement. The Company must pay this amount of
                                         interest on the Amount Outstanding on the Convertible Security to the Investor on a monthly
                                         basis in arrears on the last day of each calendar month following the Event of Default
                                         (or such other date as notified in writing by the Investor to the Company or as otherwise
                                         required under clause 14(b).



 






    -38-


     


    

 


		(g)	Notwithstanding
                                         anything to the contrary contained in this Agreement or in any other Transaction Document,
                                         in connection with any Event of Default under clauses 12.1(a), 12.1(d), 12.1(g), 12.1(k),
                                         12.1(n), 12.1(p), 12.1(q), 12.1(r), 12.1(s) or 12.1(v), the Company shall not be required
                                         to pay to the Investor in immediately available funds any Amount Outstanding pursuant
                                         to clause 14(a)(i) and 14(b) if: (i) subsequent to the Event of Default, the Investor
                                         is not prohibited by Law or otherwise from exercising its Conversion rights under clause
                                         5.2 of this Agreement, (ii) the Company’s total dollar traded volume of the Shares
                                         in the thirty (30) days immediately prior to the delivery of any Conversion Notice after
                                         an Event of Default is equal to or greater than US$500,000, and (iii) the Company otherwise
                                         complies in all respects with its obligation to issue Conversion Shares set forth in
                                         clause 5.2 of this Agreement.



 


		15.	Termination



 


		15.1	Events
                                         of Termination



 


This
Agreement:


 


		(a)	may
                                         be terminated, without limiting the generality of clause 14, but subject to clause 13:



 


		(i)	by
                                         the Investor on the occurrence or existence of a Securities Termination Event or a Change
                                         of Control Event;



 


		(ii)	by
                                         the mutual written consent of the Parties, at any time;



 


		(iii)	by
                                         either Party, by written notice to the other Party, effective immediately, if the Closing
                                         has not occurred within fifteen (15) Business Days of the Execution Date or such later
                                         date as the Parties agree in writing, provided that the right to terminate this Agreement
                                         under this clause 15.1(a)(iii) is not available to any Party:



 


		(A)	that
                                         is in material breach of or default under this Agreement; or



 


		(B)	whose
                                         failure to fulfil any obligation under this Agreement has been the principal cause of,
                                         or has resulted in the failure of the Closing to occur;



 


		(iv)	by
                                         the Investor, in accordance with clause 14 or clause 17.16; and



 


		(v)	by
                                         the Company, in accordance with clause 5.1(g).



 


		15.2	Effect
                                         of Termination



 


		(a)	Subject
                                         to clause 15.2(b), each Party’s right of termination under clause 15.1 is in addition
                                         to any other rights it may have under this Agreement or otherwise, and the exercise of
                                         a right of termination will not be an election of remedies.



 


		(b)	If
                                         the Investor terminates this Agreement under clause 15.1(a)(i):



 


		(i)	the
                                         Investor may declare, by notice to the Company, all outstanding obligations by the Company
                                         under the Transaction Documents to be due and payable (including, without limitation,
                                         the immediate repayment of any Amount Outstanding) without presentment, demand, protest
                                         or any other notice of any kind, all of which are expressly waived by the Company, anything
                                         to the contrary contained in this Agreement or in any other Transaction Document notwithstanding;
                                         and



 


		(ii)	the
                                         Company must within five (5) Business Days of such notice being received, pay to the
                                         Investor in immediately available funds the Amount Outstanding for the Convertible Security
                                         to the Investor, unless the Investor terminates this Agreement as a result of one of
                                         the Events of Default identified in clause 14(h) and provided that (i) subsequent to
                                         the termination under clause 15.1(a)(i), the Investor is not prohibited by Law or otherwise
                                         from exercising its Conversion rights under clause 5.2 of this Agreement, (ii) the Company’s
                                         total dollar traded volume of the Shares in the thirty (30) days immediately prior to
                                         the termination under clause 15.1(a)(i) is equal to or greater than US$500,000, and (iii)
                                         the Company otherwise complies in all respects with its obligation to issue Conversion
                                         Shares set forth in clause 5.2 of this Agreement (which obligation will survive termination).



 






    -39-


     


    

 


		(c)	Upon
                                         termination of this Agreement, the Investor will not be required to fund any further
                                         amount nor effect any Closing, provided that termination will not affect any undischarged
                                         obligation under this Agreement, including, for the avoidance of doubt any obligation
                                         of the Company to issue Shares on exercise of Warrants and of any obligation of the Company
                                         to issue any additional Convertible Security.



 


		(d)	Nothing
                                         in this Agreement will be deemed to release any Party from any liability for any breach
                                         by such Party of the terms and provisions of this Agreement or to impair the right of
                                         any Party to compel specific performance by any other Party of its obligations under
                                         this Agreement.



 


		16.	Survival
                                         and Indemnification



 


		16.1	Survival



 


The
provisions of clauses 1, 5 to 11, and 13 to 17 (inclusive) of this Agreement will survive, and continue in full force and effect,
notwithstanding the execution of this Agreement, Closing and each repayment of any of the Amount Outstanding, and each Contemplated
Transaction, and the termination of this Agreement or another Transaction Document or any related provision.


 


		16.2	Indemnification
                                         of Investor



 


		(a)	An
                                         Investor Indemnified Person will not be liable to the Company, and the Company shall
                                         indemnify and hold harmless each of the Investor, any general partner or manager of the
                                         Investor, and Affiliates of each of those parties, and the respective directors, officers,
                                         members, shareholders, partners, employees, attorneys, agents and permitted successors
                                         and assigns of each of the Investor, any general partner or manager of the Investor,
                                         and Affiliates of each of those parties (each, an Investor Indemnified Person),
                                         from and against any and all losses, claims, damages, liabilities, awards, demands and
                                         expenses (including, without limitation, all judgments, amounts paid in settlements,
                                         reasonable solicitors’ fees and costs and attorney fees and disbursements and other
                                         expenses incurred in connection with investigating, preparing or defending any action,
                                         claim, proceeding, suit, investigation, or action by any Governmental Authority, pending
                                         or threatened, and the costs of enforcement) (collectively, Losses), that
                                         arise out of, are based on, relate to, or are incurred in connection with, any of the
                                         following:



 


		(i)	a
                                         breach or non-performance by the Company of its covenants under this Agreement;



 


		(ii)	a
                                         material breach or an inaccuracy of any of the Company’s representations or warranties
                                         made in this Agreement;



 


		(iii)	any
                                         misrepresentation made in the Materials or the Company’s Public Record in relation
                                         to the Company or the Contemplated Transactions;



 


		(iv)	any
                                         non-disclosure of any material fact or material change in relation to the Company or
                                         the Contemplated Transactions, or necessary to make the statements in the Materials or
                                         the Company’s public filings, in light of the circumstances under which they were
                                         made, not misleading; and



 






    -40-


     


    

 


		(v)	any
                                         inquiry, investigation or proceeding commenced or threatened by, or in, any court, administrative
                                         body, securities commission, stock exchange or other competent authority (each a Proceeding)
                                         based upon, or resulting from, the execution, delivery, performance or enforcement of
                                         any of the Transaction Documents, and whether or not the Investor is party thereto by
                                         claim, counterclaim, crossclaim, as a defendant or otherwise, or if such Proceeding is
                                         based upon, or results from, any of those items referred to in paragraphs (i) –
                                         (iv),



 


provided,
however, that the Company shall not indemnify any Investor Indemnified Person from, or hold any Investor Indemnified Person harmless
against, any Losses that result solely from:


 


		(vi)	such
                                         Investor Indemnified Person’s breach of any representation or warranty contained
                                         in this Agreement, or



 


		(vii)	such
                                         Investor Indemnified Person’s fraud, gross negligence or wilful default in performing
                                         its obligations under this Agreement.



 


		(b)	To
                                         the extent that the Company’s undertaking in this clause 16.2 may be unenforceable
                                         for any reason, the Company shall make the maximum contribution to the payment and satisfaction
                                         of all Losses that is permissible under applicable law.



 


		(c)	To
                                         the extent that any amount payable to an Investor Indemnified Person in accordance with
                                         this clause 16.2 is subject to Tax or withholding, then, without limiting clause 10.17
                                         or clause 11, the Company shall increase the amount payable to the Investor Indemnified
                                         Person by such additional amount as is necessary to ensure that after making the allowance
                                         for any Tax that may be payable, the Investor Indemnified Person receives the full amount
                                         required to be paid before giving effect to such allowance for Tax.



 


		(d)	Each
                                         indemnity set out in this Agreement:



 


		(i)	is
                                         a continuing obligation, independent of the Company’s other obligations under this
                                         Agreement;



 


		(ii)	continues
                                         notwithstanding any termination of this Agreement;



 


		(iii)	constitutes
                                         a liability of the Company separate and independent from any other liability under this
                                         Agreement and under any other agreement; and



 


		(iv)	will
                                         survive, and continue in full force and effect, in accordance with clause 16.1.



 


		(e)	The
                                         Company acknowledges that the indemnity given under this clause 16.2 is directly enforceable
                                         against it by any Investor Indemnified Person. The Investor holds the benefit of this
                                         clause 16.2 on trust for any Investor Indemnified Person.



 


		17.	Miscellaneous



 


		17.1	Time
                                         of the essence



 


With
regard to all dates and time periods set out in this Agreement or referred to in any Transaction Document, time is of the essence.


 


		17.2	No
                                         partnership or advisory or fiduciary relationship



 


Nothing
in this Agreement should be construed to create a partnership between the Parties, or a fiduciary or an advisory relationship
between the Investor or any of its Affiliates and the Company.


 






    -41-


     


    

 


		17.3	Remedies
                                         and injunctive relief



 


		(a)	The
                                         rights and remedies of the Investor set out in this Agreement and the other Transaction
                                         Documents are in addition to all other rights and remedies given to the Investor by law
                                         or otherwise.



 


		(b)	The
                                         Company acknowledges that:



 


		(i)	monetary
                                         damages alone would not be adequate compensation to the Investor for a breach by the
                                         Company of this Agreement; and



 


		(ii)	the
                                         Investor may seek an injunction or an order for specific performance from a court of
                                         competent jurisdiction if:



 


		(A)	the
                                         Company fails to comply or threatens not to comply with this Agreement; or



 


		(B)	the
                                         Investor has reason to believe that the Company will not comply with this Agreement.



 


		17.4	Adjustments



 


		(a)	Each
                                         time when a Security Structure Event occurs, the Conversion Price will be reduced or,
                                         as the case may be, increased, in the same proportion as the issued capital of the Company
                                         is, as the case may be, consolidated or subdivided, provided that the adjustment may
                                         not be greater than an amount that is equal to the difference between: (i) the trading
                                         price of the underlying securities immediately prior to such underlying securities trading
                                         on an “ex-distribution” basis, and (ii) the trading price of the underlying
                                         securities immediately after the underlying securities have commenced trading on an “ex-distribution”
                                         basis.



 


		(b)	The
                                         intent of this clause 17.4 is to maintain the relative benefit and burden to the Investor
                                         and the Company of their respective economic bargains.



 


		(c)	When
                                         the Company becomes aware of a fact that may give rise to an adjustment of the Conversion
                                         Price, the Company must promptly notify the Investor of the specifics of the fact that
                                         may give rise to such adjustment.



 


		17.5	Successors
                                         and assigns



 


		(a)	The
                                         rights and obligations of the Parties under this Agreement are personal and may not be
                                         assigned to any other person or assumed by any other person, except as expressly provided
                                         in this clause 17.5.



 


		(b)	Neither
                                         this Agreement nor any of the Company’s rights and obligations under this Agreement
                                         may be assigned by the Company without the prior written consent of the Investor.



 


		(c)	Subject
                                         to clause 17.5(d), the Investor may assign this Agreement and/or any of its rights and/or
                                         obligations under this Agreement to any Affiliate of the Investor, any successor entity
                                         in connection with a merger or consolidation of the Investor with another entity, and/or
                                         any acquirer of a substantial portion of the Investor’s business and/or assets
                                         on prior written notice to the Company.



 


		(d)	The
                                         Investor must notify the Company of any assignment or novation of any of its rights or
                                         obligations under this Agreement at least five (5) Business Days prior to the assignment
                                         or novation taking effect.



 






    -42-


     


    

 


		(e)	Nothing
                                         in this clause 17.5 will be deemed to prevent the Investor from assigning, transferring,
                                         encumbering or otherwise dealing with its rights under, or in connection with, the Investor’s
                                         Shares or Warrants without the consent of any person, subject to the Investor’s
                                         compliance with applicable Laws.



 


		17.6	Counterparts
                                         and e-mail



 


		(a)	This
                                         Agreement may be executed in any number of counterparts, each of which will be deemed
                                         an original, and all of which together will constitute one and the same instrument.



 


		(b)	Such
                                         counterparts may be delivered by one Party to the other by e-mail, and such counterparts
                                         will be valid for all purposes.



 


		17.7	Notices



 


		(a)	Except
                                         as otherwise specifically agreed, all notices and other communications made in connection
                                         with any Transaction Document will be in writing and must be delivered by a courier or
                                         another like service in person, or sent by e-mail.



 


		(b)	When
                                         delivered by a courier or another like service in person in Canada, a notice will be
                                         deemed given, or another communication will be deemed to have been received:



 


		(i)	when
                                         delivered, if received during Business Hours in the place of delivery; or



 


		(ii)	at
                                         9.00 am (in the place of delivery) on the Business Day immediately following the date
                                         of such delivery, if delivered outside of Business Hours in the place of delivery.



 


		(c)	When
                                         delivered by a courier or another like service in person outside of Canada, a notice
                                         will be deemed given, or another communication will be deemed to have been received:



 


		(i)	when
                                         delivered, if received during Business Hours in the place of delivery; or



 


		(ii)	at
                                         9.00 am (in the place of delivery) on the Business Day immediately following such date
                                         of delivery, if delivered outside of Business Hours in the place of delivery.



 


		(d)	When
                                         sent by e-mail transmission, a notice will be deemed given, or another communication
                                         will be deemed to have been received:



 


		(i)	two
                                         hours after the time at which such transmission was sent (the E-mail Time),
                                         if such time falls within Business Hours in the place of delivery; or



 


		(ii)	at
                                         9.00 am (in the place of delivery) on the Business Day immediately following the date
                                         of the E-mail Time, if sent to the Company or the Investor and the E-mail Time falls
                                         outside of Business Hours in the place of delivery,



 


unless
the sender receives an automated message that the email has not been delivered.


 






    -43-


     


    

 


		(e)	All
                                         notices and other communications required to be delivered in accordance with this Agreement
                                         will be sent to the representatives of the Party to be notified at the addresses or e-mail
                                         addresses indicated respectively below, or at such other addresses or e-mail addresses
                                         as the Parties may from time to time by like notice specify:



 


		(i)	If
                                         to the Company:



 


NioCorp
Developments Ltd.

7000 South Yosemite Street, Suite 115

Centennial, CO 80112

Attention: President and Chief Executive Officer

E-mail: msmith@niocorp.com


 


with
a copy to


 


Blake,
Cassels & Graydon LLP 


595
Burrard Street, Suite 2600, Vancouver BC V7X 1L3 


Attention:
Bob Wooder 


E-mail:
bob.wooder@blakes.com


 


with
a copy to


 


Jones
Day 


901
Lakeside Avenue, Cleveland, Ohio 44114-1190 


Attention:
Andrew C. Thomas 


E-mail:
acthomas@jonesday.com


 


		(ii)	If
                                         to the Investor:



 


Lind
Asset Management IV, LLC

c/o The Lind Partners, LLC

370 Lexington Ave, Suite 1900

New York, NY 10017 USA


 


Attention:
Mr. Jeff Easton

E-mail: jeaston@thelindpartners.com Jeaston@thelindpartners.com


 


		17.8	Amendments
                                         and waivers



 


		(a)	Any
                                         term of this Agreement may be amended, supplemented, or modified, only with the written
                                         consent of the Parties.



 


		(b)	Any
                                         obligation of either Party under this Agreement may be extended or waived only by an
                                         instrument in writing signed on behalf of the Party entitled to enforce the obligation.



 


		17.9	Legal
                                         Costs



 


		(a)	Except
                                         as otherwise agreed and as set out in clause 17.9(b), each Party will bear its own legal
                                         costs in connection with the preparation of this Agreement.



 


		(b)	The
                                         Parties acknowledge that the Company has made a non-refundable prepayment of C$5,000
                                         towards the Investor’s legal costs in connection with this Agreement and the Contemplated
                                         Transactions. Further, upon provision of an Invoice or Invoices by the Investor, the
                                         Company will be obligated to pay up to a further C$5,000 to the Investor’s legal
                                         counsel (and/or other professional advisors engaged by the Investor) in respect of the
                                         Investor’s legal and/or due diligence costs actually incurred in connection with
                                         this Agreement and the Contemplated Transactions.



 






    -44-


     


    

 


		17.10	Payments
                                         under this Agreement



 


Any
payment to be made pursuant to the terms of this Agreement will be made by telegraphic transfer of cleared funds, except as expressly
stated in this Agreement or unless the Parties agree otherwise.


 


		17.11	Financial
                                         calculations



 


		(a)	All
                                         calculations of any Conversion Price or Warrants Exercise Price under this Agreement
                                         must initially be undertaken by the Investor.



 


		(b)	The
                                         Investor must notify the amount calculated under paragraph (a) to the Company for verification
                                         and confirmation, together with the underlying calculations and other supporting information.



 


		(c)	The
                                         Investor must:



 


		(i)	ensure
                                         any calculation referred to in sub-clause 17.11(a) is the result of accurate mathematical
                                         calculation; and



 


		(ii)	promptly
                                         provide any information reasonably requested by the Company to verify any calculation
                                         from time to time.



 


		(d)	In
                                         the event of a dispute between the Investor and the Company as to the appropriateness
                                         or correctness of any calculation, any underlying assumption or supporting information,
                                         the Investor and the Company must meet and negotiate in good faith to settle the dispute
                                         upon notice from either Party to the other requiring the same. If the dispute is not
                                         resolved within two (2) Business Days, then in the absence of manifest error in, or a
                                         deficiency in supporting information for, the Investor’s calculation, the Investor’s
                                         calculation will be used for the purpose of effecting any Conversion Price, other issuance
                                         of Shares or other securities under this Agreement or for the relevant purpose.



 


		17.12	Non
                                         circumvention



 


Neither
Party to this Agreement shall do anything or omit to do anything that undermines or in any way circumvents, whether directly or
indirectly the intent or objective of this Agreement.


 


		17.13	Good
                                         Faith



 


The
Parties acknowledge that they have negotiated the terms of this Agreement in good faith and each Party must act in good faith
towards each other and use their best endeavours to comply with the spirit and intention of this Agreement.


 


		17.14	Publicity
                                         and confidentiality



 


		(a)	The
                                         Company shall not, (and will use its best endeavours to ensure that none of its Affiliates
                                         or any persons acting on behalf of the Company and any of its Affiliates), issue any
                                         public release or announcement concerning this Agreement, its subject-matter or content,
                                         or the Contemplated Transactions, or disclose any information provided by the Investor
                                         (including the terms of any Transaction Documents) (Relevant Information),
                                         without the prior written consent of the Investor (which consent will not be unreasonably
                                         withheld or delayed), subject to clause 17.14(c).



 


		(b)	In
                                         any public release or announcement proposed to be made pursuant to Canadian Securities
                                         Laws, where the proposed public release or announcement proposes to make a reference
                                         to the Investor, the Company shall provide a copy of the proposed announcement to the
                                         Investor for review prior to release, subject to clause 17.14(c).



 






    -45-


     


    

 


		(c)	If
                                         the Company is required to make a disclosure concerning Relevant Information pursuant
                                         to Canadian Securities Laws, US Securities Law, the Corporations Act, TSX Rules or by
                                         an order of a Government Authority, and the Company (acting reasonably) in order to comply
                                         with its legal or regulatory obligations does not have sufficient time to discuss the
                                         form of disclosure with the Investor or provide the Investor with a copy of the disclosure
                                         prior to making such disclosure, then the Company must:



 


		(i)	ensure
                                         that any disclosure made regarding Relevant Information is restricted and limited in
                                         content and scope to the maximum extent permitted by Law to meet the relevant disclosure
                                         requirement;



 


		(ii)	provide
                                         a copy of such disclosure (where it is public information) to the Investor as soon as
                                         possible.



 


For
the avoidance of doubt, if the Company has sufficient time to discuss the form of disclosure with the Investor or provide a copy
of the disclosure to the Investor prior to making the disclosure, it must do so in accordance with its obligations in clause 17.14(a).


 


		(d)	Following
                                         the execution of this Agreement, the Investor and its Affiliates and/or advisors may
                                         place announcements on their respective corporate websites and in financial and other
                                         newspapers and publications (including, without limitation, customary “tombstone”
                                         advertisements) describing the Investor’s relationship with the Company under this
                                         Agreement and including the name and corporate logo of the Company.



 


		(e)	Notwithstanding
                                         anything herein to the contrary, to comply with United States Treasury Regulations Section
                                         1.6011-4(b)(3)(i), each Party to this Agreement, and each employee, representative or
                                         other agent of such Party, may disclose to any and all persons, without limitation of
                                         any kind, the U.S. federal and state income Tax treatment, and the U.S. federal and state
                                         income Tax structure, of the transactions contemplated hereby and all materials of any
                                         kind (including opinions or other Tax analyses) that are provided to such Party relating
                                         to such Tax treatment and Tax structure insofar as such treatment and/or structure relates
                                         to a U.S. federal or state income Tax strategy provided to such recipient.



 


		17.15	Severability
                                         and supervening legislation



 


Every
provision of this Agreement is intended to be severable, and any provision of this Agreement that is illegal, invalid, prohibited
or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity,
prohibition or unenforceability, without invalidating the remaining provisions, but will be interpreted as if it were written
so as to be enforceable to the maximum extent permitted by applicable Law, and any such illegality, invalidity, prohibition or
unenforceability in any jurisdiction will not affect the legality, validity, permissibility or enforceability of the remainder
of this Agreement in that jurisdiction, or invalidate or render illegal, invalid, prohibited or unenforceable, such or any other
provision of this Agreement in any other jurisdiction.


 


		17.16	Illegality
                                         and impossibility



 


		(a)	Upon
                                         a Frustration Termination Event, the Investor shall, unless then prohibited by Law, have
                                         the right, upon notice to the Company, to immediately convert the Convertible Security
                                         (and all Amounts Outstanding) into Shares notwithstanding any of the limitations or terms
                                         or conditions otherwise provided under clause 5.2 of this Agreement. Provided the Company
                                         is not prohibited by Law or otherwise from issuing all of the underlying Investor’s
                                         Shares in connection therewith to the Investor, the Investor shall not terminate this
                                         Agreement.



 






    -46-


     


    

 


		(b)	If
                                         there is a Frustration Termination Event, and the Investor is prohibited by Law from
                                         immediately converting the Convertible Security (and all Amounts Outstanding) into Shares
                                         or the Company is prohibited by Law or otherwise from issuing all of the underlying Investor’s
                                         Shares in connection therewith to the Investor, the Investor may, in accordance with
                                         the terms of this clause 17.16, by giving a notice to the Company, suspend or cancel
                                         some or all of its obligations under this Agreement (including, without limitation, to
                                         fund any further amount to the Company or effect any Closing), or terminate this Agreement,
                                         as indicated in such notice.



 


		(c)	If
                                         the Investor gives a notice to terminate this Agreement in accordance with this clause
                                         17.16, the Company must within five (5) Business Days of such notice being received,
                                         subject to limitations that may be imposed pursuant to the Frustration Termination Event,
                                         if any, pay to the Investor in immediately available funds the Amount Outstanding for
                                         the Convertible Security.



 


		(d)	Notwithstanding
                                         the foregoing provisions of this clause 17.16, the Investor shall only be required to
                                         accept Investor’s Shares if (i) the Company’s total dollar traded volume
                                         of the Shares in the thirty (30) days immediately prior to the delivery of any Conversion
                                         Notice delivered in contemplation of this clause 17.16 is equal to or greater than US$500,000,
                                         and (ii) the Company otherwise complies in all respects with its obligation to issue
                                         Conversion Shares set forth in clause 5.2 of this Agreement.



 


		17.17	Change
                                         in Law



 


		(a)	If
                                         there is a Change in Law Termination Event, the Investor may, in accordance with the
                                         terms of this clause 17.17, by giving a notice to the Company, suspend or cancel its
                                         obligation to fund any further amount to the Company or effect any Closing under this
                                         Agreement.



 


		(b)	Such
                                         suspension or cancellation will apply only to the extent necessary to avoid the event
                                         or circumstance which triggered the Change in Law Termination Event.



 


		(c)	Upon
                                         a Change in Law Termination Event, the Investor shall, unless then prohibited by Law,
                                         have the right, upon notice to the Company, to immediately convert the Convertible Security
                                         (and all Amounts Outstanding) into Shares notwithstanding any of the limitations or terms
                                         or conditions otherwise provided under clause 5.2 of this Agreement. Provided the Company
                                         is not prohibited by Law or otherwise from issuing all of the underlying Investor’s
                                         Shares in connection therewith to the Company, the Company shall not terminate this Agreement.



 


		(d)	Notwithstanding
                                         the foregoing provisions of this clause 17.17, the Investor shall only be required to
                                         accept Investor’s Shares if (i) the Company’s total dollar traded volume
                                         of the Shares in the thirty (30) days immediately prior to the delivery of any Conversion
                                         Notice delivered in contemplation of this clause 17.17 is equal to or greater than US$500,000,
                                         and (ii) the Company otherwise complies in all respects with its obligation to issue
                                         Conversion Shares set forth in clause 5.2 of this Agreement.



 


		17.18	Entire
                                         Agreement



 


This
Agreement, including the Annexures and the Disclosure Schedule, and the instruments referenced in this Agreement, supersedes all
prior agreements, understandings, negotiations and discussions, both oral and written, between the Parties, their Affiliates and
persons acting on their behalf with respect to the subject matter of this Agreement and constitutes the entire agreement among
the Parties with respect to the subject matter of this Agreement.


 


		17.19	Governing
                                         Law



 


This
Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable thereunder.


 






    -47-


     


    

 


		17.20	Jurisdiction



 


With
respect to any legal action or proceedings arising out of or in any way related to this Agreement or its subject matter, the Parties
irrevocably and unconditionally:


 


		(a)	submit
                                         to the non-exclusive jurisdiction of the courts with jurisdiction in British Columbia
                                         sitting in Vancouver; and



 


		(b)	waive
                                         any right to object to the venue on any ground.



 


Executed
as an agreement.


 


Executed
by NioCorp Developments Ltd.


 





	/s/
Mark A. Smith	 	 



Signature

Mark A. Smith

President, Chief Executive Officer and Executive

Chairman


 


Executed
by Lind Asset Management IV, LLC


 


	/s/
Jeff Easton	 	 


Signature

Jeff Easton

Managing Director


 




    -48-


     


    

 



Schedule
1 – Disclosure Schedule


 


		1.	Security
                                         Structure-Dilutables: 7.1(f)(iv)(A):



 


The
following sets out a complete register of the outstanding warrants, options, convertible securities or other rights, agreements
or arrangements of any character under which the Company or any of its subsidiaries is, or may be, obligated to issue any equity,
equity securities or equity-linked securities of any kind:


 


	Type of Security	 	Number
 Outstanding	 	 	Total	 
	Stock Options – Vested1	 	 	 	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.47 on or before November 9, 2022	 	 	3,925,000	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.62 on or before January 19,2021	 	 	5,264,909	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.76 on or before March 6, 2022	 	 	4,237,500	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.94 on or before April 28, 2019	 	 	100,000	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.94 on or before July 21, 2021	 	 	710,000	 	 	 	 	 
	Total	 	 	 	 	 	 	14,237,409	 
	Stock Options – Unvested1	 	 	 	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.76 on or before March 6, 2022	 	 	1,412,500	 	 	 	 	 
	Total	 	 	 	 	 	 	1,412,500	 
	Warrants1	 	 	 	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.54 on or before December 6, 2020	 	 	355,132	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.62 on or before October 31, 2020	 	 	308,901	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.66 on or before September 28, 2020	 	 	283,413	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.69 on or before February 7, 2021	 	 	541,435	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.70 on or before February 5, 2021	 	 	529,344	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.72 on or before December 22, 2018	 	 	3,125,000	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.72 on or before January 30, 2021	 	 	1,546,882	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.72 on or before May 4, 2021	 	 	1,058,872	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.73 on or before August 15, 2020	 	 	260,483	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.75 on or before January 19, 2019 
	 	 	9,150,285	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.79 on or before July 26, 2021	 	 	3,155,062	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.85 on or before February 14, 2020	 	 	3,860,800	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.85 on or before February 21, 2020	 	 	3,043,024	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.85 on or before February 28, 2020	 	 	539,307	 	 	 	 	 
	Each exercisable into one Share at a price of CAD$0.90 on or before March 31, 2020	 	 	890,670	 	 	 	 	 
	Total	 	 	 	 	 	 	28,648,610	 
	Unsecured Convertible Promissory Notes3	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	1,106,443	 




 






    - 49 - 


    


    

 


		1	Excluding
                                         the Warrants.



 


		2	Each
                                         “Unit” is comprised of one Share and one warrant (each an “Underlying
                                         Warrant”). Each Underlying Warrant is exercisable into one Share.



 


		3	Represents
                                         estimated maximum Shares convertible at CDN$0.97/ Share at issuance date. Actual Shares
                                         issued may be impacted by the USD:CAD exchange rate, accrued interest payable and current
                                         trading price of the Company’s Shares at conversion date.



 


		2.	Security
                                         Structure-securities agreements: 7.1(f)(iv)(B):



 


None
except as otherwise disclosed herein.


 


		3.	Security
                                         Structure-Accounts Payable: 7.1(f)(iv)(C):



 


Liabilities
– Prior to Closing


 


	 	 	<30	 	 	<60	 	 	<90	 	 	<120	 	 	>120	 	 	Total	 
	Payables	 	$	0.12	 	 	%	0.12	 	 	$	0.51	 	 	$	2.01	 	 	$	2.03	 	 	$	4.79	 
	Related Party Loan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	2.00	 	 	$	2.00	 




 


All
terms capitalized but not defined herein shall have the meanings ascribed thereto in the Convertible Security Funding Agreement
to which this Schedule 1 is appended.


 


Closing
– Proposed Use of USD$2,160,000 of Convertible
Security Proceeds


 


	 	 	<30	 	 	<60	 	 	<90	 	 	<120	 	 	>120	 	 	Total	 
	Payables	 	$	(0.01	)	 	$	(0.07	)	 	$	(0.24	)	 	$	(0.11	)	 	$	(1.23	)	 	$	(1.66	)
	Related Party Loan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(0.50	)	 	$	(0.50	)




 


Liabilities
Following Closing and Proposed Disbursements


 


	 	 	<30	 	 	<60	 	 	<90	 	 	<120	 	 	>120	 	 	Total	 
	Payables	 	$	0.11	 	 	$	0.05	 	 	$	0.27	 	 	$	1.90	 	 	$	0.80	 	 	$	3.13	 
	Related Party Loan	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1.50	 	 	$	1.50	 



 



    - 50 - 


    


    

 

		4.	Leases
                                         and Mining Interests: 7.1(cc)



 


	No.
	 	Document
	 	Owner
Name
	 	Date
of Document
	 	Book

No.
	 	Page
#

	1.	 	First Amendment
    to Memorandum of Option Agreement	 	Elda E. Beethe
    and Beverly J. Beethe	 	April 27, 2015	 	46	 	653-656
	2.	 	First Amendment
    to Memorandum of Option Agreement	 	Lavon L. Heidemann
    and Robin Y. Heidemann	 	December 4, 2014	 	46	 	530-536
	3.	 	First Amendment
    to Memorandum of Option Agreement	 	Lavon L. Heidemann
    and Robin Y. Heidemann	 	December 4, 2014	 	M34	 	162-168
	4.	 	First Amendment
    to Memorandum of Option Agreement	 	Lavon L. Heidemann
    and Robin Y. Heidemann	 	December 4, 2014	 	46	 	537-543
	5.	 	First Amendment
    to Memorandum of Option Agreement	 	Lola L. Heidemann	 	December 4, 2014	 	46	 	544-550
	6.	 	First Amendment
    to Memorandum of Option Agreement	 	Leslie L. Heidemann	 	December 4, 2014	 	46	 	551-557
	7.	 	Memorandum of
    Option to Purchase	 	Robert H. Koehler
    and Ellen L. Koehler	 	June 12, 2015	 	46	 	695-698
	8.	 	First Amendment
    to Memorandum of Option Agreement	 	Gregory A Krueger
    and Joyce R. Krueger	 	December 4, 2014	 	46	 	558-562
	9.	 	Memorandum of
    Option to Purchase	 	Roger L. Woltemath
    and Nancy A. Woltemath	 	December 4, 2014	 	46	 	524-527
	10.	 	Memorandum of
    Option to Purchase	 	Eileen M. Woltemath,
    Annette Ottemann, Lorain Woltemath, Roger L. Woltemath, Carol Rieken and Lori Hoemann	 	January 21, 2015	 	46	 	587-592
	11.	 	First Amendment
    to Memorandum of Option Agreement	 	Roger L. Woltemath
    and Nancy A. Woltemath	 	December 31, 2014	 	46	 	578-582
	12.	 	First Amendment
    to Memorandum of Option Agreement	 	Victor L. Woltemath
    and Juanita E. Woltemath	 	December 30, 2014	 	46	 	571-577
	13.	 	First Amendment
    to Memorandum of Option Agreement	 	Victor L. Woltemath
    and Juanita E. Woltemath	 	December 30, 2014	 	M34	 	186-192
	14.	 	Memorandum of
    Option to Purchase	 	Dr. Keith W. Shuey
    and Bonnie J. Shuey	 	May 28, 2015	 	M34	 	263-266
	15.	 	Memorandum of
    Option to Purchase	 	Harlan D. Beethe	 	June 24, 2015	 	46	 	703-706
	16.	 	Memorandum of
    Option to Purchase	 	Rolande O. Nielsen
    and Tami R. Nielsen	 	June 25, 2015	 	M34	 	270-274


 


    - 51 - 


    


    

 


Annexure
A – Warrant Certificate


 


Refer
to the enclosed.


 


UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE
THE SECURITY BEFORE ●.


 


THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR U.S. STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
WITH REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) PURSUANT TO
THE EXEMPTIONS FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 THEREUNDER, IF AVAILABLE OR (II) RULE
144A THEREUNDER, IF AVAILABLE, AND, IN BOTH CASES, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR
(D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS
OF THE UNITED STATES AND, IN THE CASE OF CLAUSES (C)(I) OR (D) ABOVE, OR IF OTHERWISE REQUIRED BY THE CORPORATION , THE SELLER
HAS FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON
STOCK EXCHANGES IN CANADA.


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT,
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF
OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THE COMMON 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 AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE
AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT. 


THIS
WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE

● (NEW YORK TIME) ON ●. 


 


THIS
WARRANT IS TRANSFERABLE.


 


WARRANT
CERTIFICATE

NIOCORP DEVELOPMENTS LTD.

●, 2018


 


	Warrant Certificate No.
    ●	● WARRANTS (the “Warrants”), each Warrant entitling the holder to acquire, subject
    to adjustment, one Common Share of NioCorp Developments Ltd.









 




    - 52 - 


    


    

 


THIS
IS TO CERTIFY THAT, for value received, Lind Asset Management IV, LLC (the “Holder”) is entitled to subscribe
for and purchase l fully paid and non-assessable Common Shares (the “Warrant Shares”) of NioCorp Developments
Ltd. (the “Corporation”) at a purchase price (the “Exercise Price”) of CDN$[•]
per Warrant Share until l (New York time) on [•], 2021 (the “Expiry Time”).


 


The
Warrants are exercisable at any time and from time to time after the date of this Warrant Certificate up to the Expiry Time, in
whole or in part, subject, however, to the provisions and upon the terms and conditions hereinafter set out.


 


All
references herein to dollar amounts are to the lawful money of Canada, unless specified otherwise.


 


		1.	Interpretation



 


In
this Warrant Certificate, unless the context otherwise requires, the following expressions have the following meanings:


 


		(a)	“Business
                                         Day” means any day of the year (i) other than a Saturday, Sunday or a statutory
                                         holiday in New York, New York, Vancouver, British Columbia or Toronto, Ontario, and (ii)
                                         on which the Exchange is open for business;



 


		(b)	“Common
                                         Shares” means common shares in the share capital of the Corporation;



 


		(c)	“Current
                                         Market Price” means on any given date the volume weighted average trading price
                                         on the Exchange (or, if the Common Shares are not listed and posted for trading on the
                                         Exchange, such other stock exchange or over-the-counter market on which the Common Shares
                                         may be listed or quoted) for the 20 Trading Days ending three Trading Days prior to the
                                         relevant date;



 


		(d)	“Exchange”
                                         means the Toronto Stock Exchange or such other stock exchange on which the Common Shares
                                         are listed or quoted;



 


		(e)	“Trading
                                         Day” means a day on which not less than a board lot of Common Shares has traded
                                         on the Exchange;



 


		(f)	“U.S.
                                         Person” means a “U.S. person” as such term is defined in Rule 902(k)
                                         of Regulation S under the U.S. Securities Act;



 


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



 


		(h)	“VWAP”
                                         means the volume weighted average trading price of the Common Shares on the Exchange
                                         over the relevant time period; and



 


		(i)	“Warrant
                                         Certificate” means this certificate representing the Warrants.



 


		2.	Exercise
                                         of Warrants.



 


		(a)	The
                                         Warrants may be exercised in whole or in part from time to time in the sole discretion
                                         of the Holder by delivery to the Corporation at its principal office in Colorado of a
                                         written notice of exercise in the form attached as Schedule A hereto prior to the Expiry
                                         Time specifying the number of Warrant Shares with respect to which the Warrants are then
                                         being exercised and accompanied by payment in full of the purchase price for the Warrant
                                         Shares then being purchased and the original copy of this Warrant Certificate. In the
                                         event that the Holder subscribes for and purchases less than the full number of Warrant
                                         Shares entitled to be subscribed for and purchased under this Warrant Certificate prior
                                         to the Expiry Time, the Corporation shall issue a new certificate to the Holder in the
                                         same form as this Warrant Certificate with appropriate changes, such certificate to be
                                         delivered by courier to the Holder concurrently with the delivery by courier to the Holder
                                         of the certificates representing the Warrant Shares acquired on exercise.



 






    - 53 - 


    


    

 


		(b)	Upon
                                         due exercise of the Warrants by the Holder, the Warrant Shares so subscribed for shall
                                         be deemed to have been issued as fully paid and non-assessable shares and the person
                                         to whom such Warrant Shares are to be issued shall be deemed to have become the holder
                                         of record of such Warrant Shares on the date of exercise unless the transfer books of
                                         the Corporation shall be closed on such date, in which case the Warrant Shares so subscribed
                                         for shall be deemed to have been issued and such person shall be deemed to have become
                                         the holder of record of such Warrant Shares on the date on which such transfer books
                                         were reopened and such Warrant Shares shall be issued at the Exercise Price in effect
                                         on the date of exercise.



 


		(c)	Notwithstanding
                                         the partial exercise of the Warrants by the Holder, the Warrants may be exercised at
                                         any time (and from time to time) prior to the Expiry Time for all or any part of the
                                         Warrant Shares which, prior to such time, have not been issued to the Holder. The Holder
                                         will be deemed to have represented and warranted its compliance with the re-sale and
                                         transfer restrictions set forth in Section 19(b) below upon the exercise of any Warrants
                                         in the United States or to, or for the account or benefit of, any U.S. Person.



 


		(d)	When
                                         the transfer books of the Corporation have been opened for three (3) Business Days after
                                         the due exercise or partial exercise of the Warrants, the Corporation shall use its reasonable
                                         best efforts to cause a certificate evidencing the number of Warrant Shares so subscribed
                                         for to be delivered by courier to the person in whose name such Warrant Shares are to
                                         be issued (as specified in the notice of exercise) at the address specified in the notice
                                         of exercise, within five (5) Business Days thereafter or shall cause the Warrant Shares
                                         to be entered into a direct registration or other electronic book-entry system if no
                                         certificates are issued, provided that, if no certificates are issued, such Warrant Shares
                                         may be issued with a restricted CUSIP.



 


		(e)	The
                                         Warrants and the Warrant Shares have not been registered under the U.S. Securities Act.
                                         The Warrants may not be exercised within the United States or by or on behalf of a U.S.
                                         Person unless registered or exempt from the registration requirements thereunder.



 


		(f)	Subject
                                         to the terms hereof, this Warrant Certificate may be transferred, subject to the terms
                                         set forth in the Transfer Form attached hereto. No transfer of this Warrant Certificate
                                         shall be effective unless this Warrant Certificate is accompanied by a duly executed
                                         Transfer Form or other instrument of transfer in such form as the Corporation may from
                                         time to time prescribe, together with such evidence of the genuineness of each endorsement,
                                         execution and authorization and of other matters as may be required by the Corporation,
                                         and delivered to the Corporation. No transfer of this Warrant Certificate shall be made
                                         if, in the opinion of counsel to the Corporation, such transfer would result in the violation
                                         of any applicable securities laws. Subject to the foregoing, the Corporation shall issue
                                         and mail, as soon as practicable, and in any event within five (5) Business Days of the
                                         receipt by the Corporation of this Warrant Certificate and the Transfer Form, a new Warrant
                                         Certificate (with or without legends as determined by the Corporation) registered in
                                         the name of the transferee or as the transferee may direct and shall take all other necessary
                                         actions to effect the transfer as directed.



 


		(g)	In
                                         the event that an exercise of Warrants would result in the Holder becoming an “Insider”
                                         (as defined in the TSX Company Manual) of the Corporation, such exercise of Warrants
                                         will be postponed and will not be effective until the TSX has approved a personal information
                                         form, or waived the requirement therefor, in respect of the Holder. In addition, in the
                                         event that an exercise of Warrants would “materially affect control” (as
                                         defined in the TSX Company Manual) of the Corporation, such exercise of Warrants will
                                         be postponed and will not be effective until the parties comply with any requirements
                                         under the TSX Company Manual, if any.



 


		3.	Rights
                                         of Holder Before Exercise of Warrants



 


The
Holder shall not have any rights whatsoever as a shareholder in respect of the Warrant Shares until the Warrants are exercised,
in whole or in part, and payment for the Warrant Shares thereby purchased has been made.


 






    - 54 - 


    


    

 


		4.	Adjustments
                                         to Number or Kind of Securities Issuable on Exercise



 


		(a)	If,
                                         at any time prior to the Expiry Time, there occurs:



 


		(i)	a
                                         reclassification or redesignation of the Common Shares or any other capital reorganization
                                         other than a Common Share Reorganization (as defined below); or



 


		(ii)	a
                                         consolidation, merger or amalgamation of the Corporation with or into any other corporation
                                         or entity or an arrangement with any other corporation or entity which results in the
                                         cancellation, reclassification or redesignation of the Common Shares or a change or conversion
                                         of the Common Shares into other shares or securities or the holders of the Common Shares
                                         becoming entitled to receive shares or other securities of the other corporation or entity,
                                         or the transfer of all or substantially all of the assets of the Corporation to another
                                         corporation or entity or the Corporation being controlled (within the meaning of the
                                         Income Tax Act (Canada)) by another corporation or entity;



 


(any
such event being herein called a “Capital Reorganization”), then, immediately upon the effective time of such
Capital Reorganization and at all times thereafter, a Holder who exercises its right to subscribe for Warrant Shares shall be
entitled to be issued and receive and shall accept for the same aggregate consideration, upon such exercise, in lieu of the number
of Warrant Shares to which it was theretofore entitled upon exercise of the Warrants, the kind and aggregate number of shares
or other securities or property of the Corporation or of the corporation or other entity resulting from such Capital Reorganization
or any other corporation that the Holder would have been entitled to be issued and receive upon such Capital Reorganization if,
immediately prior to the effective time thereof, it had been the registered holder of the number of Warrant Shares to which it
was theretofore entitled upon exercise of the Warrants.


 


		(b)	If
                                         necessary as a result of any Capital Reorganization, appropriate adjustments shall be
                                         made in the application of the provisions of this section with respect to the rights
                                         and interest thereafter of the Holder to the end that the provisions set forth in this
                                         section shall thereafter correspondingly be made applicable as nearly as may reasonably
                                         be practicable in relation to any shares or other securities or property thereafter issuable
                                         and deliverable upon the exercise of the Warrants.



 


		(c)	If
                                         at any time after the date hereof and prior to the Expiry Time any adjustment or readjustment
                                         in the Exercise Price shall occur pursuant to the provisions of subsection 5(a), then
                                         the number of Warrant Shares issuable upon the subsequent exercise of the Warrants shall
                                         be simultaneously adjusted or readjusted, as the case may be, by multiplying the number
                                         of Warrant Shares issuable upon the exercise of the Warrants immediately prior to such
                                         adjustment or readjustment by a fraction which shall be the reciprocal of the fraction
                                         employed in the adjustment or readjustment of the Exercise Price.



 


		5.	Adjustment
                                         of Exercise Price



 


		(a)	If,
                                         at any time prior to the Expiry Time, the Corporation shall:



 


		(i)	subdivide
                                         the outstanding Common Shares into a greater number of shares;



 


		(ii)	consolidate
                                         the outstanding Common Shares into a lesser number of shares; or



 


		(iii)	make
                                         a distribution (other than a distribution referred to in subsections 4(b) or 4(c) of
                                         this Warrant Certificate) to the holders of all or substantially all of the Common Shares
                                         payable in Common Shares or securities exchangeable for or convertible into Common Shares;



 






    - 55 - 


    


    

 


(any
such event being herein called a “Common Share Reorganization”), then the Exercise Price shall be adjusted,
effective immediately after the effective date or record date at which holders of Common Shares are determined for the purposes
of the Common Share Reorganization, by multiplying the Exercise Price in effect immediately prior to such effective date or record
date by a fraction of which:


 


		A.	the
                                         numerator shall be the number of Common Shares outstanding on such effective date or
                                         record date before giving effect to such Common Share Reorganization; and



 


		B.	the
                                         denominator shall be the number of Common Shares outstanding immediately after giving
                                         effect to such Common Shares Reorganization, including, without limitation, in the case
                                         of a distribution of securities exchangeable for or convertible into Common Shares, the
                                         number of Common Shares that would have been outstanding if such securities had been
                                         exchanged for or converted into Common Shares on such date.



 


To
the extent that any adjustment in the Exercise Price occurs pursuant to this subsection (a) as a result of the fixing by the Corporation
of a record date for the distribution of securities exchangeable for or convertible into Common Shares, the Exercise Price shall
be readjusted immediately after the expiration of any relevant exchange or conversion right to the Exercise Price which would
then be in effect based upon the number of Common Shares actually issued and remaining issuable pursuant to such exchangeable
or convertible securities after such expiration.


 


		(b)	If,
                                         at any time prior to the Expiry Time, the Corporation shall fix a record date for the
                                         issue to the holders of all or substantially all of the Common Shares of rights, options
                                         or warrants under which such holders are entitled, during a period expiring not more
                                         than 45 days after the record date for such issue (which period is herein called the
                                         “Rights Period”), to subscribe for or purchase Common Shares or securities
                                         exchangeable for or convertible into Common Shares at a price per share to the holder
                                         (or, in the case of securities exchangeable for or convertible into Common Shares, at
                                         an exchange or conversion price per share) of less than 95% of the Current Market Price
                                         of the Common Shares on such record date (any such event being herein called a “Rights
                                         Offering”), the Exercise Price shall be adjusted, effective immediately after
                                         the record date, to a price determined by multiplying the Exercise Price in effect on
                                         such date by a fraction of which:



 


		(i)	the
                                         numerator shall be the aggregate of:



 


		(A)	the
                                         number of Common Shares outstanding on the record date for the Rights Offering; and



 


		(B)	the
                                         number determined by dividing:



 


		(I)	either



 


		(x)	the
                                         product of the number of Common Shares offered for issue during the Rights Period upon
                                         exercise of the rights, warrants or options under the Rights Offering and the price at
                                         which such Common Shares are offered; or



 


		(y)	the
                                         product of the exchange or conversion price of the securities so offered and the number
                                         of Common Shares for or into which the securities so offered pursuant to the Rights Offering
                                         are exchangeable or convertible;



 


as
the case may be, by;


 


		(II)	the
                                         Current Market Price of the Common Shares as of the record date for the Rights Offering;
                                         and



 


		(ii)	the
                                         denominator shall be the aggregate of the number of Common Shares outstanding on such
                                         record date and the number of Common Shares offered pursuant to such Rights Offering
                                         (or the number of Common Shares into which the securities so offered may be exchanged
                                         or converted).



 






    - 56 - 


    


    

 


If
by the terms of the rights, options or warrants referred to in this subsection (b), there is more than one purchase, conversion
or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription
or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, shall be calculated for purposes
of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be. Any
Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to
be outstanding for the purpose of any such computation. To the extent that any adjustment in the Exercise Price occurs pursuant
to this subsection (b) as a result of the fixing by the Corporation of a record date or the distribution of rights, options or
warrants referred to in this subsection (b), the Exercise Price shall be readjusted immediately after the expiration of any relevant
exchange, conversion or exercise right to the Exercise Price which would then be in effect based upon the number of Common Shares
actually issued and remaining issuable after such expiration.


 


		(c)	If,
                                         at any time prior to the Expiry Time, the Corporation shall issue or distribute to the
                                         holders of all or substantially all of the Common Shares:



 


		(i)	Common
                                         Shares or other securities of the Corporation including, without limitation, rights,
                                         options or warrants to acquire Common Shares or securities exchangeable for or convertible
                                         into Common Shares or any property or asset of the Corporation, (other than rights, options
                                         or warrants pursuant to which holders of Common Shares are entitled, during a period
                                         expiring not more than 45 days after the record date for such issue, to subscribe for
                                         or purchase Common Shares at a price per share (or in the case of securities exchangeable
                                         for or convertible into Common Shares at an exchange or conversion price per share at
                                         the date of issue of such securities) of at least 95% of the Current Market Price of
                                         the Common Shares on such record date), and including, without limitation, evidences
                                         of indebtedness, or



 


		(ii)	any
                                         property or other assets including, without limitation, cash;



 


and
such issuance or distribution does not constitute a Rights Offering or a Common Share Reorganization (any such issuance or distribution
being herein called a “Special Distribution”), then the Exercise Price shall be adjusted, effective immediately
after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution, to a price
determined by multiplying the Exercise Price in effect on the record date of the Special Distribution by a fraction of which:


 


		(A)	the
                                         numerator shall be the difference between:



 


		(I)	the
                                         product of the number of Common Shares outstanding on the record date and the Current
                                         Market Price of the Common Shares on the record date; and



 


		(II)	the
                                         fair market value to the holders of Common Shares, as determined by the board of directors
                                         of the Corporation acting reasonably, of the securities, rights, options, warrants, evidences
                                         of indebtedness or other assets issued or distributed in the Special Distribution; and



 


		(B)	the
                                         denominator shall be the product of the number of Common Shares outstanding on the record
                                         date and the Current Market Price of the Common Shares on the record date.



 


Any
Common Shares owned by or held for the account of the Corporation or any subsidiary shall be deemed not to be outstanding for
the purpose of such computation. To the extent that any adjustment in the Exercise Price occurs pursuant to this subsection (c)
as a result of the fixing by the Corporation of a record date for the distribution of exchangeable or convertible securities or
rights, options or warrants referred to in this subsection (c), the Exercise Price shall be readjusted immediately after the expiration
of any relevant exchange, conversion or exercise right to the Exercise Price which would then be in effect if the fair market
value had been determined on the basis of the number of Common Shares issued and remaining issuable pursuant to such exchangeable
or convertible securities immediately after such expiration.


 






    - 57 - 


    


    

 


		6.	Adjustment
                                         Rules



 


		(a)	Subject
                                         to the other provisions of this section 6, any adjustment made pursuant to sections 4
                                         or 5 are cumulative and shall be made successively whenever any event referred to in
                                         either of such sections shall occur.



 


		(b)	In
                                         any case where an adjustment shall become effective immediately after a record date for
                                         an event referred to herein, the Corporation may defer, until the occurrence of such
                                         event:



 


		(i)	issuing
                                         to the Holder, by reason of the adjustment required by such event, the additional Warrant
                                         Shares issuable upon exercise of the Warrants after such record date and before the occurrence
                                         of such event; and



 


		(ii)	delivering
                                         to the Holder any distributions declared with respect to such additional Warrant Shares
                                         after the exercise of the Warrants and before such event;



 


provided,
however, that the Corporation shall deliver to the Holder an appropriate instrument evidencing the Holder’s right, upon
the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price or the number of Warrant Shares issuable
upon exercise of the Warrants and to such distributions declared with respect to any such additional Warrant Shares issuable on
the exercise of the Warrants.


 


		(c)	No
                                         adjustment in the Exercise Price shall be required unless the adjustment would result
                                         in a change of at least 1% in the Exercise Price then in effect and no adjustment shall
                                         be made in the number of Warrant Shares issuable on the exercise of the Warrants unless
                                         it would result in a change of at least one one-hundredth of a Warrant Share, provided,
                                         however, that any adjustments which, except for the provisions of this subsection (c)
                                         would otherwise have been required to be made, shall be carried forward and taken into
                                         account in any subsequent adjustment.



 


		(d)	No
                                         adjustment in the Exercise Price or in the number or kind of securities issuable on exercise
                                         of the Warrants shall be made in respect of any event described in sections 4 or 5 if
                                         the Holder is entitled to participate in such event (subject to TSX acceptance) on the
                                         same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on
                                         the effective date or record date, as the case may be, of such event.



 


		(e)	If
                                         the Corporation shall set a record date to determine shareholders for the purpose of
                                         entitling them to receive any dividend or distribution or any subscription or purchase
                                         rights and shall, thereafter and before the distribution to such shareholders of any
                                         such dividend, distribution or subscription or purchase rights, legally abandon its plan
                                         to pay or deliver such dividend, distribution or subscription or purchase rights, no
                                         adjustment in the Exercise Price or the number of Warrant Shares issuable upon exercise
                                         of these Warrants shall be required by reason of the setting of such record date.



 


		(f)	In
                                         the absence of a resolution of the directors of the Corporation fixing a record date
                                         for a stock dividend or other distribution comprising a Common Share Reorganization,
                                         a Rights Offering or a Special Distribution, the Corporation shall be deemed to have
                                         fixed as the record date therefor the effective date of such event.



 


		(g)	The
                                         Corporation will not, whether pursuant to an adjustment under sections 4 and 5 or any
                                         other circumstances, be obligated to issue any fraction of a Warrant Share on any exercise
                                         or partial exercise of the Warrants. If any fractional interest in a Warrant Share would,
                                         except for the provisions of this section 5(g), be issuable upon the exercise or partial
                                         exercise of the Warrants, the number of Warrant Shares issuable shall be rounded down
                                         to the nearest whole number.



 


		(h)	In
                                         the event of any question arising with respect to the adjustments provided for in sections
                                         4 or 5, such question shall conclusively be determined by a firm of reputable chartered
                                         accountants appointed by the Corporation, which accountants may be the Corporation’s
                                         auditors. Such accountants shall have access to all necessary records of the Corporation
                                         and such determination shall be binding upon the Corporation and the Holder.



 






    - 58 - 


    


    

 


		7.	Proceedings
                                         Prior to Action Requiring Adjustment



 


		(a)	As
                                         a condition precedent to the taking of any action that would require an adjustment pursuant
                                         to sections 4 or 5, the Corporation shall take or cause to be taken all such action as,
                                         in the opinion of counsel of the Corporation, may be necessary in order that the Holder
                                         shall be entitled to receive, upon exercise of the Warrants, the shares or other securities
                                         or property provided for under the provisions hereof.



 


		(b)	Adjustments
                                         to the Exercise Price or the number of Warrant Shares purchasable pursuant to this Warrant
                                         Certificate may be subject to the prior approval of the Exchange.



 


		8.	Notice



 


At
least twenty-one days prior to any record date or effective date, as the case may be, for any event which requires or might require
an adjustment in any of the rights of the Holder under this Warrant Certificate, including the Exercise Price and the number of
Warrant Shares that are purchasable under this Warrant Certificate, the Corporation will deliver to the Holder, at the Holder’s
registered address, a certificate of the Corporation specifying the particulars of such event and, if determinable, the required
adjustment and the calculation of such adjustment. In case any adjustment has been given that is not then determinable, the Corporation
will promptly after such adjustment is determinable deliver to the Holder, at the Holder’s registered address, a certificate
providing the calculation of such adjustment. The Corporation hereby covenants and agrees that the register of transfers and share
transfer books for the Warrant Shares will be open, and that the Corporation will not take any action that might deprive the Holder
of the opportunity of exercising the rights of subscription contained in this Warrant Certificate, during such twenty-one day
period.


 


		9.	Replacement



 


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


 


		10.	Covenants



 


The
Corporation covenants with the Holder that so long as any obligations of the Corporation under this Warrant Certificate remain
outstanding:


 


		(a)	it
                                         will use its reasonable best efforts to at all times maintain its existence; will carry
                                         on and conduct its business in a prudent manner in accordance with industry standards
                                         and good business practice, and will keep or cause to be kept proper books of account
                                         in accordance with generally accepted accounting practice, subject to the completion
                                         of a Capital Reorganization in accordance with subsection 10(g) below;



 


		(b)	it
                                         will cause the certificates evidencing the Warrant Shares, from time to time, subscribed
                                         and paid for, upon the exercise of the Warrants, to be duly issued and delivered in accordance
                                         with the conditions hereof or cause such Warrant Shares to be entered into a direct registration
                                         or other electronic book-entry system if no certificates are issued, provided that, if
                                         no certificates are issued, such Warrant Shares may be issued with a restricted CUSIP;



 


		(c)	all
                                         Warrant Shares which shall be issued upon exercise of the Warrants and payment of the
                                         Exercise Price shall be fully paid and non-assessable shares;



 


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



 






    - 59 - 


    


    

 


		(e)	it
                                         will maintain the listing of the Common Shares on the Exchange and the status of the
                                         Corporation as a reporting issuer not in default and otherwise remain in full compliance
                                         with the periodic reporting and other substantive requirements under the securities legislation
                                         of each of the provinces of British Columbia, Alberta, Saskatchewan, Ontario and New
                                         Brunswick until the Expiry Time unless the Corporation shall become merged into, or amalgamated
                                         with, or otherwise acquired by, another issuer and the shareholders of the Corporation
                                         shall receive cash from or publicly traded shares of such other issuer;



 


		(f)	except
                                         as required by law, it will not close its transfer books or take any other action which
                                         might deprive the Holder of the opportunity of exercising its right to subscribe for
                                         Warrant Shares pursuant to the Warrant during the period of twenty-one days after the
                                         giving of a notice required by section 8 or unduly restrict such opportunity;



 


		(g)	it
                                         shall not complete or facilitate a Capital Reorganisation if the effect of such Capital
                                         Reorganisation is that:



 


		(i)	all
                                         or substantially all of its assets become the property of, or are under the control of,
                                         or it is controlled (within the meaning of the Income Tax Act (Canada)) by, any other
                                         person (an “Acquiring Person”); and



 


		(ii)	holders
                                         of Common Shares receive any other security in replacement of, or in addition to, their
                                         Common Shares;



 


unless,
at or prior to or contemporaneously with the effective time of such Capital Reorganisation, the Corporation and the Acquiring
Person shall have executed such instruments and done such things as the Corporation, acting reasonably, considers necessary or
advisable to establish that upon the consummation of such transaction:


 


		(iii)	the
                                         Acquiring Person will have assumed all the covenants and obligations of the Corporation
                                         under this Warrant Certificate, and



 


		(iv)	the
                                         Warrant and the terms set forth in this Warrant Certificate will be a valid and binding
                                         obligation of the Acquiring Person entitling the Holder, as against the Acquiring Person,
                                         to all the rights of the Holder under this Warrant Certificate.



 


The
Acquiring Person shall possess, and from time to time may exercise, each and every right and power of the Corporation under this
Warrant in the name of the Corporation or otherwise and any act or proceeding by any provision hereof required to be done or performed
by any director or officer of the Corporation may be done and performed with like force and effect by the like directors or officers
of the Acquiring Person.


 


		(h)	generally
                                         it will well and truly perform and carry out all of the acts or things to be done by
                                         it as provided by this Warrant Certificate.



 


		11.	Representations
                                         and Warranties



 


The
Corporation represents and warrants to the Holder that:


 


		(a)	it
                                         has obtained all required corporate authorization for creation and issue of the Warrants
                                         and the performance of its obligations in connection with the Warrants and has provided
                                         for the issuance, subject only to receipt by the Corporation of the Exercise Price, of
                                         the Warrant Shares which Warrant Shares, when issued, will be issued as fully paid and
                                         non-assessable shares;



 


		(b)	it
                                         has obtained all regulatory approvals (including, without limitation, the approvals of
                                         the Exchange) necessary or desirable for the issuance of the Warrants, the Warrant Shares
                                         to the Holder and the Warrant Shares, when issued, will be listed and posted for trading
                                         on the Exchange;



 






    - 60 - 


    


    

 


		(c)	it
                                         is a “reporting issuer” not in default under the applicable securities legislation
                                         of the provinces of British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick;



 


		(d)	the
                                         execution, delivery and performance by the Corporation of this Warrant Certificate will
                                         not violate any provision of the constating documents of the Corporation or any material
                                         contract to which the Corporation is a party or by which the Corporation is bound, nor
                                         will it create an event of default thereunder; and



 


		(e)	this
                                         Warrant Certificate is a valid and enforceable obligation of the Corporation, enforceable
                                         in accordance with the provisions of this Warrant Certificate.



 


		12.	Time
                                         of the Essence



 


Time
shall be of the essence of this Warrant Certificate.


 


		13.	Governing
                                         Law



 


This
Warrant Certificate shall be governed by and construed in accordance with the laws of the Province of British Columbia and the
federal laws of Canada applicable therein. The Holder irrevocably attorn to the exclusive jurisdiction of the courts of the Province
of British Columbia.


 


		14.	Headings



 


The
division of this Warrant Certificate into sections and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation of this Warrant Certificate. The section headings in this Warrant Certificate are
not intended to be full or accurate descriptions of the text to which they refer and shall not be considered part of this Warrant
Certificate.


 


		15.	Number
                                         and Gender



 


In
this Warrant Certificate, words (including, without limitation, defined terms) in the singular include the plural and vice-versa
and words in one gender include all genders.


 


		16.	Invalidity



 


If
any provision of this Warrant Certificate is determined to be invalid or unenforceable by a court of competent jurisdiction from
which no further appeal lies or is taken, that provision shall be deemed to be severed herefrom, and the remaining provisions
of this Warrant Certificate shall not be affected thereby and shall remain valid and enforceable.


 


		17.	Amendment



 


This
Warrant Certificate may only be amended, supplemented or otherwise modified by a written agreement signed by the Corporation and
the Holder.


 


		18.	Further
                                         Assurances



 


The
Corporation shall do such acts and shall execute such documents and will cause the doing of acts and will cause the execution
of such further documents as are within its power in order to give full effect to the provisions of this Warrant Certificate.


 






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		19.	Hold
                                         Periods, Legends and Re-sale Restrictions



 


		(a)	If
                                         any of the Warrants are exercised prior to ● the certificates representing the Warrant
                                         Shares to be issued pursuant to such exercise shall bear the following legend:



 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ●.” [NOTE:
TO INSERT THE DATE THAT IS 4 MONTHS AND ONE DAY FROM THE DATE OF ISSUANCE OF THE WARRANTS, E.G. THE STATUTORY HOLD PERIOD IN CANADA].


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES
CANNOT BE TRADED THROUGH THE FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY, ANY CERTIFICATE REPRESENTING
SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TSX.”


 


The
Holder understands and acknowledges that, until such time as the Warrant Shares are no longer restricted securities pursuant to
Rule 144(a)(3) under the U.S. Securities Act, the Warrant Shares may not be offered or sold or otherwise transferred, directly
or indirectly, in the United States or to, or for the account or benefit of a U.S. Person, and it will not deposit any of the
Warrant Shares with Cede & Co. or any successor thereto, nor will it transfer or sell any Warrant Shares over the facilities
of the OTC Markets Group, Inc. including the OTCQX International and it will also cause any nominee holding the Warrant Shares
on its behalf to comply with the foregoing re-sale and transfer restrictions. In addition, if the Warrants are exercised in the
United States or by or on behalf of a U.S. Person, the Holder exercising such Warrants will be deemed to have represented to the
Corporation that the Holder has implemented appropriate internal controls and procedures to ensure that the Warrant Shares shall
be properly identified in its records as restricted securities under the U.S. Securities Act that are subject to the re-sale and
transfer restrictions set forth herein notwithstanding the absence of a U.S. restrictive legend or a definitive physical certificate,
as contemplated by the parties and in reliance on the foregoing representation of the Holder.


 


		20.	Successors
                                         and Assignment



 


Subject
to compliance with all applicable securities legislation and the approval of the Exchange (if required in the circumstances),
this Warrant Certificate and the rights evidenced by this Warrant Certificate may be transferred or assigned at the discretion
of the Holder.


 


This
Warrant Certificate shall enure to the benefit of and be binding upon the Corporation, the Holder and their successors. Reference
in this Warrant Certificate to a “successor” of any body corporate shall be construed so as to include, but not limited
to:


 


		(a)	any
                                         amalgamated or other corporation of which such body corporate or any of its successors
                                         is one of the amalgamating or merging corporations;



 


		(b)	any
                                         corporation resulting from any court approved arrangement of which such body corporate
                                         or any of its successors is a party;



 


		(c)	any
                                         corporation resulting from the continuance of such body corporate or any successor of
                                         it under the laws of another jurisdiction of incorporation; and



 


		(d)	any
                                         successor (determined as aforesaid or in any similar or comparable procedure under the
                                         laws of any other jurisdiction) of any corporation referred to in clause (a), (b) or
                                         (c).



 


[INTENTIONALLY
LEFT BLANK]


 




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IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed by its duly authorized officer.


 


NIOCORP
DEVELOPMENTS LTD.


 


	Per:	
	 
	 	●

                                         ●



 




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SCHEDULE
“A”



WARRANT EXERCISE FORM


 


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


 


In
accordance with the provisions of a warrant certificate dated l between the undersigned and the Corporation (the “Warrant
Certificate”), the undersigned hereby exercises the Warrants, as indicated below:


 





	# of Warrant Shares Purchased	 	Exercise Price/Share	 	Total Price
	 	 	 	 	 
		 	CDN$	 	CDN$




 


In
connection with the exercise of the Warrant Certificate, the undersigned represents as follows: (Please check the ONE
box applicable):


 


☐          1.        The
undersigned hereby certifies that (i) at the time of exercise, it is not a U.S. Person and did not execute this Warrant Exercise
Form while within the United States; (ii) it is not exercising any of the Warrants represented by the Warrant Certificate by or
on behalf of any U.S. Person or any person who is within the United States; (iii) no “directed selling efforts” (as
defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) have
been engaged in by the undersigned or on the undersigned’s behalf; and (iv) has in all other respects complied with the
terms of an Off-Shore Transaction in compliance with Regulation S under the U.S. Securities Act.


 


☐           2.        The
undersigned holder (i) acquired the Warrants as a part of a private placement offering in the United States; (ii) is exercising
the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account
such holder acquired the Warrants in the private placement offering and for whose account such holders exercises sole investment
discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising
the Warrants was and is, an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S.
Securities Act both on the date the Warrants were purchased and on the date hereof; and (iv) the representations and warranties
made by the holder or any beneficial purchaser, as the case may be, to the Corporation in connection with the acquisition of the
Warrants pursuant to the private placement remain true and correct on the date hereof.


 


☐           3.        The
undersigned is delivering a written opinion of U.S. counsel to the effect that the Warrant Shares to be delivered upon exercise
hereof have been registered under the U.S. Securities Act or are exempt from registration thereunder.


 


Notes:


 


1.       Warrant
Shares will not be registered or delivered to an address in the United States unless Box 2 or 3 above is checked and the undersigned,
upon exercise, will be deemed to have represented and warranted that it will comply with the re-sale and transfer restrictions
set forth in Section 19(b) of the Warrant Certificate.


 


2.       If
Box 3 above is checked, holders are encouraged to consult with the Corporation in advance to determine that the legal opinion
tendered in connection with the exercise will be satisfactory in form and substance to the Corporation.


 


3.       The
terms “United States”, “U.S. Person” and “Off-Shore Transaction” have the meaning ascribed
thereto pursuant to Regulation S under the U.S. Securities Act.


 


To
pay for that portion of the Warrants being exercised, the undersigned encloses a certified cheque or bank draft in Canadian currency
made payable to the Corporation in the amount of CDN$.


 






     - 64 -


     


    

 


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


 


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

    WARRANT SHARES
	 	 	 
	 	 	 
	 	 	 


 


The
certificate(s) issued representing the Warrant Shares or related entry into a direct registration or other electronic book-entry
system to which the undersigned is entitled following this exercise is to be in the name indicated below and, if issued, certificate(s)
are to be forwarded to the undersigned at the address set forth below:


 





	Name:	 	 
	 	 
	Address:	 	 
	 	 
	 	 
	 	 
	 	 







 




     - 65 -


     


    

 


If
the Warrant Exercise Form indicates that Warrant Shares are to be issued to a person or persons other than the registered holder
of the Warrant Certificate, the signature on this Warrant Exercise Form must be guaranteed by a Canadian chartered bank, or eligible
guarantor institution with membership in an approved signature guarantee medallion program. The guarantor must affix a stamp bearing
the actual words “Signature Guaranteed”.


 


Dated
this __________________________ day of _________________, 20___





	 	 	 
	Medallion Signature Guarantee Stamp of Holder	 	Signature of Holder
	 	 	 
	Witness	 	Signature of Holder
	 	 	 
	 	 	Name of Holder
	 	 	 
	 	 	Name of Authorized Representative
	 	 	 
	 	 	Address of Holder




 




     - 66 -


     


    

 


TRANSFER
FORM


 


FOR
VALUE RECEIVED, the undersigned (the “Transferor”) hereby sells, assigns and transfers unto ________________________________,
(the “Transferee”) (include name and address of the transferee) ____________________ (number of Warrants) Warrants
exercisable for common shares of NioCorp Developments Ltd. (the “Corporation”) registered in the name of the
undersigned on the register of the Corporation maintained therefor, and hereby irrevocably appoints the Corporate Secretary of
the Corporation as the attorney of the undersigned to transfer the said securities on the books maintained by the Corporation
with full power of substitution.


 


Capitalized
terms not defined herein have the meaning set out in the attached Warrant Certificate dated       , 2018 (the “Warrant Certificate”).


 


DATED
this _______ day of ___________________, 20___.





	 	 	 
	Medallion Signature Guarantee Stamp of Holder	 	Signature of Transferor
	 	 	 
	 	 	Name of Transferor
	 	 	 
	 	 	Name of Authorized Representative
	 	 	 
	 	 	Address of Holder




 


THE
UNDERSIGNED HERBY CERTIFIES AND DECLARES that the Warrants are not being offered, sold, pledged or transferred to, or for
the account or benefit of, a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”)) or a person within the United States unless registered under the U.S.
Securities Act and any applicable state securities laws or unless an exemption from such registration requirements is available,
and an opinion of counsel confirming same, in form and substance acceptable to the Corporation and its counsel, or such other
evidence as the Corporation may require, has been delivered to the Corporation. The undersigned Transferor understands and agrees
that it shall bear all costs associated with (i) obtaining any legal opinion tendered to the Corporation and (ii) the issuance
of any new Warrant Certificate and any applicable transfer fees thereto, in connection with the transfer of Warrants in the United
States or to, or for the account or benefit of, U.S. Persons (as such term is defined in Regulation S under the U.S. Securities
Act) pursuant to an exemption from the registration requirements of the U.S. Securities Act and is encouraged to consult with
the Corporation in advance to determine that the legal opinion tendered in connection with such transfer will be satisfactory
in form and substance to the Corporation.


 




     - 67 -


     


    

 


It
is understood that the Corporation may require additional evidence necessary to verify the foregoing.


 


DATED
this _______ day of ___________________, 20___.





	 	 	 
	Witness	 	Signature of Transferee
	 	 	 
	Name of Transferee	 	 
	 	 	 
	Name of Authorized Representative	 	 
	 	 	 
	Address of Transferee	 	 




 


Note:

The signature of the Transferor must correspond with the name written upon the face of this Warrant Certificate in every particular
without any changes whatsoever.


 




     - 68 -


     


    

 


Annexure
B – Form of Board Resolution


 


Minutes
of a circulating resolution of the Directors


 


NioCorp
Developments Ltd.


 


		1.	Documents



 


NioCorp
Developments Ltd. (the Company) proposes to enter into an agreement with Lind Asset Management IV, LLC on or about
___________2018 (the Agreement).


 


		2.	Approval
                                         of Transaction



 


The
directors acknowledge the accuracy of the Company’s representations and warranties contained in the Agreement and note that:


 


		a)	the
                                         entry into the transactions evidenced by the Agreement is:



 


		i.	in
                                         the best interests of the Company and for its commercial benefit; and



 


		ii.	in
                                         accordance with the articles, notice of articles and other constating documents of the
                                         Company;



 


		b)	at
                                         the time of deciding to commit the Company to the Agreement, the Company is solvent and
                                         there are reasonable grounds to expect that if the Company executes the Agreement the
                                         Company would continue to be able to pay all its debts as they become due; and



 


		c)	the
                                         Company’s execution of the Agreement and the carrying out of the transactions contemplated
                                         in the Agreement would not cause the Company to contravene:



 


		i.	any
                                         provisions of the Business Corporations Act (British Columbia) or the regulations
                                         thereunder;



 


		ii.	any
                                         applicable securities laws in each of the provinces in which the Company is a “reporting
                                         issuer” or any rule, by-law or regulation governing the Toronto Stock Exchange;



 


		iii.	any
                                         other statute by which the Company is bound; or



 


		iv.	or
                                         breach any agreement entered into by the Company with a third party (and does not constitute
                                         an event of default under any such agreement).



 


Resolved
that:


 


The
Agreement, the transactions contemplated in the Agreement and the Transaction Documents (as defined in the Agreement) (the Agreement
and the Transaction Documents together the Documents) are each authorized and approved.


 


		3.	Approval
                                         of Execution



 


Resolved
that:


 


The
Company execute and deliver the Agreement in a form and with any changes (whether or not material and whether or not involving
changes to the parties) as any director or officer of the Company who executes the Agreement may, as conclusively evidenced by
his or her execution, approve.


 






     - 69 -


     


    

 


		4.	Authorised
                                         Officers



 


Resolved
that:


 


Any
director or officer be severally authorised to execute and deliver for and on behalf of the Company all documents, notices, instruments,
certificates and communications necessary or desirable to be executed and delivered by and on behalf of the Company under and
in accordance with the Documents, including without limitation all forms and filings as may be necessary to obtain Toronto Stock
Exchange approval of the transactions contemplated by the Agreement.


 


		5.	Further
                                         Assurances



 


Resolved
that:


 


Each
director and officer of the Company be severally authorised to do any act, matter or thing and to execute and deliver any other
document as he or she may deem necessary, advisable or incidental in connection with the preceding resolutions or any Document
and to perform the obligations of the Company under the Documents.


 


RESOLVED
as a written resolution of all of the Directors this _____ day of __________, 2018.


 


Signed
by the directors





	 	 	 
	Signature	 	Signature
	Print Name:	 	Print Name:
	 	 	 
	Signature	 	Signature
	Print Name:	 	Print Name:




 




     - 70 -