Exhibit 10.5


 


CONTRACT ASSIGNMENT AND NOVATION AGREEMENT


 


THIS CONTRACT ASSIGNMENT AND NOVATION AGREEMENT
(this "Agreement") is made as of August 1, 2021 by and between 76 Resources, Inc. a company incorporated under
the laws of Delaware, USA and having an office in Highlands Ranch, Co, USA ("Assignor"), and 76 Resources, LLC
a company incorporated under the laws of Delaware, USA and having an office in Highlands Ranch, Co, USA ("Assignee"),
and NioCorp Developments, Ltd., ("NioCorp"), a company incorporated under the laws of the Province of British Columbia
and having a place of business at 7000 S. Yosemite, Suite 115, Centennial, Colorado, 80112.


 


WHEREAS, Assignor and NioCorp are parties to
that certain CONSULTING AGREEMENT, dated as of September 23, 2013, as amended on September 1, 2019 and as novated to Assignor by
KMSMITH, LLC on August 31, 2020, which immediately prior to giving effect to this Agreement, remains in full force and effect
as amended, (the "Agreement");


 


WHEREAS, Assignor desires to be discharged from
the performance of the obligations enumerated in the Agreement;


 


WHEREAS, NioCorp is willing to release Assignor
from the obligations enumerated in the Agreement;


 


NOW THEREFORE, in consideration of the mutual
covenants herein contained, the parties agree for themselves, their successors and assigns, as follows:


 


		1.	Assignor hereby assigns, transfers, conveys and delivers to Assignee, effective as of August 1,
2021 (the "Effective Date"), all of Assignor's right, title and interest in, to and under the Agreement.



 


		2.	Assignee hereby accepts such assignment and agrees to assume, from and after the Effective Date,
all of Assignor's rights, duties and obligations in, to and under the Agreement. Upon such assignment and assumption, Assignor
shall be released from all rights, duties and obligations with respect to the Agreement, and Assignee agrees to reimburse Assignor
for and hold Assignor harmless against any obligation to perform any of the assigned duties and obligations included in the Agreement.



 


		3.	Assignor, Assignee and NioCorp hereby agree that this Agreement shall constitute a novation of
the obligations of Assignor under the Agreement. Accordingly, all of the rights, duties and obligations of Assignor under the Agreement
are hereby extinguished with respect to the Agreement. NioCorp recognizes Assignee as Assignor's successor in interest in and to
all of Assignor's rights, duties and obligations in, to and under the Agreement.



 


		4.	This Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors
and assigns.



 


		5.	The parties hereto agree that they will take those actions reasonably necessary to carry out the
matters contemplated by this Agreement or any of its provisions.



 


		6.	Assignor, Assignee and NioCorp consent to all of the
provisions of this Agreement.





     


         


    


 


		7.	Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings
as set forth in the Agreement.



 


IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first written above.


 


 


	Assignor:	 	Assignee:
	76 Resources, Inc.	 	76 Resources, LLC
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Mark A. Smith	 	By:	/s/ Mark A. Smith
	 	(Signature)	 	 	(Signature)
	 	 	 	 	 
	 	Mark A. Smith	 	 	Mark A. Smith
	 	(Print or type name)	 	 	(Print or type name)
	 	 	 	 	 
	Title:	President	 	Title:	Managing Director
	 	 	 	 	 
	Date:   	August 1, 2021	 	Date:   	August 1, 2021


 


 


 


NioCorp:


NioCorp Developments, Ltd.


 


 


	By:	/s/ John F. Ashburn Jr.	 	 	 
	 	(Signature)	 	 	 
	 	 	 	 	 
	 	John F. Ashburn, Jr.	 	 	 
	 	(Print or type name)	 	 	 
	 	 	 	 	 
	Title:	Vice President & General Counsel	 	 	 
	 	 	 	 	 
	Date:   	August 1, 2021	 	 	 


 


 


 


The undersigned, Mark A. Smith, hereby acknowledges
and agrees to the terms of this Novation Agreement as it applies to him in his personal capacity,


 


 


/s/ Mark A. Smith


	Mark A. Smith