Exhibit 4.5


 





 



 


 NIOCORP DEVELOPMENTS
LTD.


 


WARRANT INDENTURE





 


 



 


February 27, 2015













 




     


     


    

  


TABLE OF CONTENTS


 


	1.    INTERPRETATION	2
	1.1	Definitions	2
	1.2	Headings	5
	1.3	Gender	5
	1.4	Weekends and Holidays	5
	1.5	Meaning of “Outstanding”	5
	1.6	Time	6
	1.7	Applicable Law	6
	1.8	Currency	6
	1.9	Conflicts	6
	1.10	Schedules	6
	 	 	 
	2.    ISSUE AND PURCHASE
    OF WARRANTS	6
	2.1	Creation, Form and Terms of Warrants	6
	2.2	Form of Warrants, Certificated Warrants	6
	2.3	Book Entry Only Warrants	6
	2.4	Warrant Certificate	8
	2.5	Transferability and Ownership of Warrants	10
	2.6	Warrantholders Not Shareholders	12
	2.7	Signing of Warrants	12
	2.8	Countersigning	12
	2.9	Loss, Mutilation, Destruction or Theft of Warrants	13
	2.10	Exchange of Warrants	13
	2.11	Ranking	13
	2.12	Purchase of Warrants for Cancellation	13
	 	 	 
	3.    COVENANTS OF
    THE COMPANY	13
	3.1	To Issue Warrants and Reserve Common Shares	14
	3.2	To Execute Further Assurances	14
	3.3	To Carry On Business	14
	3.4	Reporting Issuer	14
	3.5	No Breach of Constating Documents	14
	3.6	Filing Prospectus and Related Matters	15
	3.7	Securities Qualification Requirements	15
	3.8	Maintain Listing	15
	3.9	Satisfy Covenants	15
	3.10	Performance of Covenants by Warrant Agent	15
	3.11	Warrant Agent’s Remuneration and Expenses	15
	3.12	Trust for Warrantholder’s Benefit	16
	3.13	Notice to Warrantholders of Certain Events	16
	3.14	Closure of Share Transfer Books	16
	3.15	Payment of Commissions	17
	3.16	Contractual Right of Rescission	17
	 	 	 
	4.    ADJUSTMENT
    OF NUMBER OF WARRANT SHARES	17
	4.1	Adjustment of Number of Warrant Shares	17
	4.2	Proceedings Prior to any Action Requiring Adjustment	21
	4.3	Certificate of Adjustment	21
	4.4	No Action After Notice	21
	4.5	Protection of Warrant Agent	21
	4.6	Notice of Special Matters	22
	 	 	 
	5.    EXERCISE
    AND CANCELLATION OF WARRANTS	22
	5.1	Exercise of Warrants	22
	5.2	Effect of Exercise of Warrants	24
	5.3	Partial Exercise	25
	5.4	Warrants Void After Exercise Time	25


 




     


     


    

 


	5.5	Fractions of Warrant Shares
    	25
	5.6	Accounting and Recording 	25
	5.7	Legending of Warrant Certificates and Warrant
    Shares	25
	5.8	Issuance of Warrant Shares	27
	5.9	Securities Restrictions	28
	 	 	 
	6.    MEETINGS
    OF WARRANTHOLDERS	28
	6.1	Definitions	28
	6.2	Convening Meetings	28
	6.3	Place of Meeting	28
	6.4	Notice	29
	6.5	Persons Entitled to Attend	29
	6.6	Quorum	29
	6.7	Chairman	29
	6.8	Power to Adjourn	29
	6.9	Adjourned Meeting	29
	6.10	Show of Hands	30
	6.11	Poll	30
	6.12	Regulations	30
	6.13	Powers of Warrantholders	30
	6.14	Powers Cumulative	32
	6.15	Minutes of Meetings	32
	6.16	Written Resolutions	32
	6.17	Binding Effect	32
	6.18	Holdings by the Company or Subsidiaries of the
    Company Disregarded	32
	6.19	Company, Warrant Agent and Underwriter May be
    Represented	32
	 	 	 
	7.    SUPPLEMENTAL
    INDENTURES, MERGER, SUCCESSORS	33
	7.1	Provision for Supplemental Indentures for Certain
    Purposes	33
	7.2	Company May Consolidate, etc. on Certain Terms	34
	7.3	Successor Body Corporate Substituted	34
	 	 	 
	8.    CONCERNING
    THE WARRANT AGENT 	34
	8.1	Duties of Warrant Agent	34
	8.2	Action by Warrant Agent	34
	8.3	Certificate of the Company	34
	8.4	Warrant Agent May Employ Experts	35
	8.5	Resignation and Replacement of Warrant Agent	35
	8.6	Indenture Legislation	35
	8.7	Notice	35
	8.8	No Inquiries	36
	8.9	Actions by Warrant Agent to Protect Interest	36
	8.10	Warrant Agent Not Required to Give Security	36
	8.11	No Conflict of Interest	36
	8.12	Warrant Agent Not Ordinarily Bound	36
	8.13	Warrant Agent May Deal in Instruments	36
	8.14	Recitals or Statements of Fact Made by Company	37
	8.15	Warrant Agent’s Discretion Absolute	37
	8.16	No Representations as to Validity	37
	8.17	Acceptance of Trusts	37
	8.18	Warrant Agent’s Authority to Carry on
    Business	37
	8.19	Indemnification of Warrant Agent	38
	8.20	Performance of Covenants by Warrant Agent	38
	8.21	Third Party Interests	38
	8.22	Not Bound to Act	38
	 	 	 
	9.     NOTICES	39
	9.1	Notice to Company or Warrant Agent	39
	9.2	Notice to Warrantholders	40


 




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	10.   POWER OF BOARD
    OF DIRECTORS	41
	10.1	Board of Directors	41
	 	 	 
	11.   MISCELLANEOUS
    PROVISIONS	41
	11.1	Further Assurances	41
	11.2	Unenforceable Terms	41
	11.3	No Waiver	41
	11.4	Waiver of Default	41
	11.5	Immunity of Shareholders	42
	11.6	Limitation of Liability	42
	11.7	Suits by Warrantholders	42
	11.8	SEC Reporting Status	42
	11.9	Force Majeure	43
	11.10	Privacy Matters	43
	11.11	Enurement	43
	11.12	Counterparts and Formal Date	43
	11.13	Satisfaction and Discharge of Indenture	43
	11.14	Provisions of Indenture and Warrants for the
    Sole Benefit of Parties and Warrantholders	44
	11.15	Further Assurances	44
	11.16	Formal Date and Effective Date	45


 




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WARRANT INDENTURE


 


THIS WARRANT INDENTURE made as of February 27, 2015.


 


BETWEEN:


 


NIOCORP DEVELOPMENTS LTD.,
a corporation amalgamated under the laws of British Columbia and having an office in the City of Vancouver, British Columbia


 


(the “Company”)


 


OF THE FIRST PART


 


AND:


 


COMPUTERSHARE TRUST COMPANY OF
CANADA, a trust company existing under the laws of Canada and having an office in the City of Vancouver, British Columbia


 


(the “Warrant Agent”)


 


OF THE SECOND PART


 


WHEREAS the Company
is completing a private placement offering of up to 2,914,000 Special Warrants (as defined herein) on the date hereof;


 


AND WHEREAS each
Special Warrant entitles the holder thereof upon exercise, or deemed exercise thereof and subject to adjustment and the
Penalty Provision (as defined in the Underwriting Agreement) to one Unit (as defined herein), with each Unit comprised of one
Common Share (as defined herein) and one Warrant (as defined herein);


 


AND WHEREAS in
light of the foregoing, the Company is proposing to issue a total of up to 2,914,000 Warrants in the manner herein set
forth;


 


AND WHEREAS the Company is authorized to create
and issue the Warrants;


 


AND WHEREAS the
Company represents to the Warrant Agent that all necessary resolutions of the directors of the Company have been or will
be duly enacted, passed or confirmed and all other proceedings taken and conditions complied with to authorize the execution and
delivery of this Agreement and the execution and issue of the Warrants and to make the same legal, valid and binding on the Company
in accordance with the laws relating to the Company;


 


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


 


AND WHEREAS the
Warrant Agent has been appointed by the Company and has agreed to act as agent on behalf of the Warrantholders on the terms
and conditions set forth herein.


 


NOW THEREFORE THIS
INDENTURE WITNESSETH THAT, in consideration of the premises and in further consideration of the mutual covenants herein
set forth, the parties hereto agree as follows:


 




     


     


    

 


		1.	INTERPRETATION



 


		1.1	Definitions



 


In this Indenture,
unless there is something in the subject matter or context inconsistent therewith, the following words have the respective meaning
indicated below:


 


		(a)	“Applicable
                                         Legislation” means the provisions, if any, for the time being, of any statute
                                         of Canada or a province thereof, and of the regulations under such statute, relating
                                         to trust indentures and to the rights, duties and obligations of trustees under trust
                                         indentures, and of corporations issuing their securities under trust indentures, to the
                                         extent that any such provisions are in force and applicable to this Indenture;



 


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



 


		(c)	“Book
                                         Entry Only Participants” means institutions that participate directly or indirectly
                                         in the Depository’s book entry registration system for the Warrants;



 


		(d)	“Book
                                         Entry Only Warrants” means Warrants that are to be held only by or on behalf
                                         of the Depository;



 


		(e)	“Business
                                         Day” means a day which is not a Saturday, Sunday or legal holiday in the City
                                         of Toronto, Ontario and/or the City of Vancouver, British Columbia;



 


		(f)	“CDS
                                         Global Warrants” means Warrants representing all or a portion of the aggregate
                                         number of Warrants issued in the name of the Depository represented by an Uncertificated
                                         Warrant, or if requested by the Depository or the Company, by a Warrant Certificate;



 


		(g)	“Closing
                                         Date” means February 27, 2015, or such other date as the Underwriter and the
                                         Company may agree for the final closing of the offering of Special Warrants;



 


		(h)	“Commissions”
                                         means, collectively, the securities commissions or other applicable securities regulatory
                                         authorise of each of the Designated Provinces;



 


		(i)	“Common
                                         Share” means a fully paid and non-assessable common share in the capital of
                                         the Company as such capital is presently constituted;



 


		(j)	“Company’s
                                         auditors” means the firm of accountants appointed by the shareholders of the
                                         Company and serving as the auditors of the Company at the relevant time;



 


		(k)	“Current
                                         Market Price” of a Common Share at any date means the price per share equal
                                         to the weighted average price at which the Common Shares have traded during any 10 consecutive
                                         Trading Days selected by the Company, commencing not more than 20 Trading Days and ending
                                         not less than five days before such date, on the TSX Venture Exchange, or, if the Common
                                         Shares are not listed thereon, on any stock exchange on which such shares are listed
                                         as may be selected for such purpose by the directors or, if such shares are not listed
                                         on any stock exchange, then on such over-the-counter market in Canada as may be selected
                                         for such purpose by the directors, provided further that if the Common Shares are not
                                         then listed on any Canadian stock exchange or traded in the over-the counter market,
                                         then the Current Market Price shall be determined by such firm of independent chartered
                                         accountants as may be selected by the directors of the Company;



 




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		(l)	“Depository”
                                         means CDS Clearing and Depository Services Inc. or such other Person as is designated
                                         in writing by the Company to act as depository in respect of the Warrants;



 


		(m)	“Designated
                                         Provinces” means each of the provinces of Canada in which Warrant holders reside;



 


		(n)	“director”
                                         means a director of the Company for the time being and, unless otherwise specified herein,
                                         a reference to an action by the directors means an action by the directors of the Company
                                         as a board or, whenever duly empowered, action by a committee of such board;



 


		(o)	“Dividends
                                         paid in the Ordinary Course” means such dividends payable in cash (or in securities,
                                         property or assets of equivalent value) declared payable on a Common Share in any fiscal
                                         year of the Company to the extent that such dividends in the aggregate do not exceed
                                         in amount or value the greater of:



 


		(i)	100% of the aggregate
                                         amount or value of the dividends declared payable by the Company on the Common Shares
                                         in the period of 12 consecutive months ended immediately prior to the first day of such
                                         fiscal year; and



 


		(ii)	50% of the consolidated
                                         net earnings of the Company, before extraordinary items and after dividends paid on any
                                         and all preferred shares of the Company (if any) for the period of 12 consecutive months
                                         ended immediately prior to the first day of such fiscal year (such consolidated net earnings
                                         to be as shown in the audited consolidated financial statements of the Company for such
                                         12 month period or, if there are no audited financial statements in respect of such period,
                                         computed in accordance with generally accepted accounting principles consistent with
                                         those applied in the preparation of the most recent audited consolidated financial statements
                                         of the Company);



 


and for such purposes the amount of any dividends paid
in other than cash or shares of the Company shall be the fair market value of such dividends as determined by the directors;


 


		(p)	“Expiry
                                         Date” means February 27, 2017;



 


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



 


		(r)	“Indenture”,
                                         “herein”, “hereto”, “hereunder”,
                                         “hereof”, “hereby” and similar expressions mean
                                         or refer to this Indenture and not to any particular Article, Section, paragraph, clause,
                                         subdivision or portion hereof and include any indenture, deed or instrument supplemental
                                         or ancillary hereto; and the expressions “Article”, “Section”
                                         and “paragraph” followed by a number mean and refer to the specified
                                         Article, Section or paragraph of this Indenture;



 


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



 




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		(t)	“Prospectus”
                                         means a final short form prospectus of the Company filed with the Commissions by the
                                         Company which qualifies the distribution of the Unit Shares, Warrants and Warrant Shares
                                         in the Designated Provinces;



 


		(u)	“Purchase
                                         Price” means $1.00 per Warrant;



 


		(v)	“Receipt”
                                         means the receipt issued by the British Columbia Securities Commission, which is deemed
                                         to also be a receipt of the securities commissions of the other Designated Provinces
                                         (other than Ontario) and also evidences the receipt of the Ontario Securities Commission
                                         pursuant to Multilateral Instrument 11-102 - Passport System and National Policy
                                         11-202 - Process for Prospectus Reviews in Multiple Jurisdictions;



 


		(w)	“SEC”
                                         means the United States Securities and Exchange Commission;



 


		(x)	“Special
                                         Warrant” means a special warrant of the Company created by the Company and
                                         issued and authenticated under the Special Warrant Indenture for a purchase price of
                                         $0.75 per Special Warrant and entitling the holder thereof to acquire one Unit upon exercise
                                         or deemed exercise thereof, in accordance with the Special Warrant Indenture;



 


		(y)	“Special
                                         Warrant Indenture” means the special warrant indenture dated the date hereof
                                         entered into between the Company and Computershare Trust Company of Canada, as special
                                         warrant agent, governing the terms and conditions of the Special Warrants, as may be
                                         amended from time to time;



 


		(z)	“Subsidiary
                                         of the Company” means a corporation of which voting securities carrying a majority
                                         of the votes attached to all outstanding voting securities of the Company are owned,
                                         directly or indirectly, by the Company or by one or more subsidiaries of the Company,
                                         or by the Company and one or more subsidiaries of the Company, and, as used in this definition,
                                         voting securities means securities, other than debt securities, carrying a voting right
                                         to elect directors either under all circumstances or under some circumstances that may
                                         have occurred and are continuing;



 


		(aa)	“Trading
                                         Day” means any day on which the facilities of the TSX Venture Exchange, or,
                                         if the Common Shares are not listed thereon, the facilities of any stock exchange on
                                         which the Common Shares are listed, are open for trading;



 


		(bb)	“Uncertificated
                                         Warrant” means any Warrant which is not a Warrant Certificate;



 


		(cc)	“Underwriting
                                         Agreement” means the underwriting agreement dated February 27, 2015 between
                                         the Company and the Underwriter;



 


		(dd)	“Underwriter”
                                         means Mackie Research Capital Corporation;



 


		(ee)	“Unit”
                                         means one unit, comprised of one Common Share and one transferrable Warrant issuable
                                         on the exercise or deemed exercise of the Special Warrants without payment of additional
                                         consideration or further action by the Special Warrantholder;



 


		(ff)	“Unit
                                         Share” means a Common Share comprising part of a Unit;



 




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		(gg)	“U.S.
                                         Person” and “United States” have the meanings set out in
                                         Schedule “B” hereto;



 


		(hh)	“Warrant”
                                         means a warrant of the Company created by the Company and issued and authenticated hereunder
                                         with an exercise price of $1.00 per Warrant until the Expiry Time and entitling the holder
                                         thereof to acquire one Warrant Share upon exercise in accordance with this Indenture,
                                         subject to adjustment as set out herein;



 


		(ii)	“Warrant
                                         Agent” means Computershare Trust Company of Canada, having an office at 3rd
                                         Floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9 and at 8th
                                         Floor, 100 University Ave., Toronto, Ontario M5J 2Y2;



 


		(jj)	“Warrant
                                         Certificate” means a certificate evidencing one or more Warrants issuable hereunder,
                                         substantially in the form attached hereto as Schedule “A”;



 


		(kk)	“Warrant
                                         Shares” means the Common Shares issuable upon exercise of the Warrants in accordance
                                         with this Indenture;



 


		(ll)	“Warrantholder”
                                         means the registered holder from time to time of an outstanding Warrant; and



 


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



 


		(nn)	“1934
                                         Act” means the United States Securities Exchange Act of 1934, as amended.



 


		1.2	Headings



 


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


 


		1.3	Gender



 


Words importing
the singular number also include the plural and vice versa and words importing the masculine gender include the feminine gender.


 


		1.4	Weekends and
                                         Holidays



 


If the date
for the taking of any action under this Indenture expires on a day which is not a Business Day, such action may be taken on the
next succeeding Business Day with the same force and effect as if taken within the period for the taking of such action.


 


		1.5	Meaning of
                                         “Outstanding”



 


Every Warrant
represented by a Warrant Certificate or Uncertificated Warrant that has been Authenticated by the Warrant Agent and delivered
to the holder thereof is deemed to be outstanding until it is cancelled or delivered to the Warrant Agent for cancellation. Where
a new Warrant Certificate has been issued pursuant to Section 2.9 to replace one which has been mutilated, lost, stolen or destroyed,
the Warrants represented by only one of such Warrant Certificates are counted for the purpose of determining the aggregate number
of Warrants outstanding. A Warrant Certificate representing a number of Warrants which has been partially exercised will be deemed
to be outstanding only to the extent of the unexercised portion of the Warrants.


 




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		1.6	Time



 


Time is of the essence hereof and
of each Warrant.


 


		1.7	Applicable
                                         Law



 


This Indenture
and each Warrant Certificate are subject to and construed in accordance with the laws of the Province of British Columbia and
the laws of Canada applicable therein.


 


		1.8	Currency



 


All references to currency herein
are to Canadian dollars unless otherwise indicated.


 


		1.9	Conflicts



 


In the event
of any conflict or inconsistency between the provisions of this Indenture and the Warrants, the provisions of this Indenture will
govern.


 


		1.10	Schedules



 


The attached Schedules “A”
and “B” are incorporated into and form part of this Indenture.


 


		2.	ISSUE AND
                                         PURCHASE OF WARRANTS



 


		2.1	Creation, Form
                                         and Terms of Warrants



 


		(a)	The Company hereby
                                         creates and authorizes for issuance up to 2,914,000 Warrants, each such Warrant entitling
                                         a Warrantholder to acquire one Warrant Share with an exercise price of $1.00, at any
                                         time until the Expiry Time on the Expiry Date.



 


		(b)	Subject to the
                                         provisions hereof, the Warrants issued under this Indenture are limited in the aggregate
                                         to 2,914,000 Warrants, provided that the number of Warrant Shares to be issued upon exercise
                                         of the Warrants is subject to increase or decrease so as to give effect to the adjustments
                                         required by Article 4.



 


		(c)	No fractional
                                         Warrants shall be issued or otherwise provided for hereunder.



 


		2.2	Form of Warrants,
                                         Certificated Warrants



 


The Warrants
may be issued in both certificated and uncertificated form. All Warrants issued to a U.S. Person will be evidenced in certificated
form only and bear the applicable legends. All Warrants issued in certificated form shall be evidenced by a Warrant Certificate
(including all replacements issued in accordance with this Indenture), substantially in the form set out in Schedule “A”
hereto, which shall be dated as of the date of issue, shall bear such distinguishing letters and numbers as the Company may, with
the approval of the Warrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued
to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position
on the register of Warrantholders to be maintained by the Warrant Agent.


 


		2.3	Book Entry
                                         Only Warrants



 


		(a)	Re-registration
                                         of beneficial interests in and transfers of Warrants held by the Depository shall be
                                         made only through the book entry registration system and no Warrant Certificates shall
                                         be issued in respect of such Warrants except where physical certificates evidencing ownership
                                         in such securities are required or as set out herein or as may be requested by the Depository,
                                         as determined by the Company, from time to time. Except as provided herein, owners of
                                         beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants
                                         registered in their names and shall not receive or be entitled to receive Warrants in
                                         definitive form or to have their names appear in the register. Notwithstanding any terms
                                         set out herein, Warrants having any legend set forth in Section 2.4(f) herein and held
                                         in the name of the Depository may only be held in the form of Uncertificated Warrants
                                         with the prior consent of the Warrant Agent and in accordance with the Internal Procedures
                                         of the Warrant Agent.



 




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		(b)	Notwithstanding
                                         any other provision in this Indenture, no CDS Global Warrants may be exchanged for Warrants
                                         registered, and no transfer of any CDS Global Warrants may be registered, in the name
                                         of any Person other than the Depository for such CDS Global Warrants or a nominee thereof
                                         unless:


 


	 	(i)	the Depository notifies
    the Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants
    and the Company is unable to locate a qualified successor;


 


	 	(ii)	the Company determines
    that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS
    Global Warrants and the Company is unable to locate a qualified successor;


 


	 	(iii)	the Depository ceases
    to be a clearing agency or otherwise ceases to be eligible to be a depository and the Company is unable to locate a qualified
    successor;


 


	 	(iv)	the Company determines
    that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;


 


	 	(v)	such right is required
    by Applicable Legislation, as determined by the Company and the Company’s counsel;


 


	 	(vi)	the Warrant is to
    be Authenticated to or for the account or benefit of a person in the United States or a U.S. Person (in which case, the Warrant
    Certificate shall contain the legend set forth in Section 2.4(f), if applicable); or


 


	 	(vii)	such registration
    is effected in accordance with the internal procedures of the Depository and the Warrant Agent,


 


following which, Warrants for those
holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed
by the holder. The Company shall provide an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of
any event outlined in this Section.


 


		(c)	Every
                                         Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant,
                                         or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, shall be
                                         Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant
                                         is registered in the name of a person other than the Depository for such CDS Global Warrant
                                         or a nominee thereof.


 




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		(d)	Notwithstanding
                                         anything to the contrary in this Indenture, the CDS Global Warrant will be issued as
                                         an Uncertificated Warrant, unless otherwise requested in writing by the Depository or
                                         the Company.


 


		(e)	The
                                         rights of beneficial owners of Warrants who hold securities entitlements in respect of
                                         the Warrants through the book entry registration system shall be limited to those established
                                         by Applicable Legislation and agreements between the Depository and the Book Entry Only
                                         Participants and between such Book Entry Only Participants and the beneficial owners
                                         of Warrants who hold securities entitlements in respect of the Warrants through the book
                                         entry registration system, and such rights must be exercised through a Book Entry Only
                                         Participant in accordance with the rules and procedures of the Depository.


 


		(f)	Notwithstanding
                                         anything herein to the contrary, neither the Company nor the Warrant Agent nor any agent
                                         thereof shall have any responsibility or liability for:


 


	 	(i)	the electronic records
    maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository
    system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person
    in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its
    nominee);


 


	 	(ii)	maintaining, supervising
    or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or


 


	 	(iii)	any advice or representation
    made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any
    action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.


 


		(g)	The
                                         Company may terminate the application of this Section in its sole discretion in which
                                         case all Warrants shall be evidenced by Warrant Certificates registered in the name of
                                         a Person other than the Depository.


 


		2.4	Warrant
                                         Certificate


 


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


 




     8


     


    

 


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



 


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


 


	 	(d)	No Warrant Certificate
    shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof
    to the benefits of this Indenture, until it has been Authenticated by manual signature by or on behalf of the Warrant Agent.
    Such Authentication on any such Warrant Certificate shall be conclusive evidence that such Warrant Certificate is duly Authenticated
    and is valid and a binding obligation of the Company and that the holder is entitled to the benefits of this Indenture.


 


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


 


	 	(f)	Each CDS Global
    Warrant originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or
    in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Company may
    prescribe from time to time:


 


“UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO NIOCORP DEVELOPMENTS
LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN
RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS
(AND ANY PAYMENT IS MADE TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS
A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON
TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”


 




     9


     


    

 


	 	2.5	Transferability
    and Ownership of Warrants 


 


	 	(a)	The Company hereby
    appoints the Warrant Agent as registrar of the Warrants and shall cause the Warrant Agent to keep at its Vancouver office
    set forth in Section 1.1(ii) and its Toronto office a register in which the Warrant Agent shall enter the names and addresses
    of the Warrantholders and other particulars, prescribed by law, of the Warrants held by them, together with a record of transfers
    in which particulars of all transfers of Warrants will be recorded. The Warrant Agent shall cause the register to be open
    at all reasonable times for inspection by the Company, the Underwriter and any Warrantholder.


 


	 	(b)	The Warrant Certificates
    may only be transferred by the Warrantholder (or its legal representatives or its attorney duly appointed), in accordance
    with Applicable Legislation and upon compliance with the conditions herein, on the register kept at the office of the Warrant
    Agent pursuant to Section 2.5(a) by delivering to the Warrant Agent’s Vancouver or Toronto office a duly executed Form
    of Transfer attached as Appendix 2 to the Warrant Certificate and complying with such other reasonable requirements as the
    Company and the Warrant Agent may prescribe and such transfer shall be duly noted on the register by the Warrant Agent. In
    the case of Uncertificated Warrants the Warrants may only be transferred, in accordance with the procedures of the Depository
    under the Book-Entry Only System.


 


	 	(c)	Notwithstanding
    anything contained in this Indenture, in the Warrant Certificate or in any subscription agreements under which Special Warrants
    were issued and sold, the Warrant Agent, relying solely on the Form of Transfer or such other reasonable requirements as the
    Company and Warrant Agent may prescribe pursuant to Section 2.5(b) or this Section shall not register any transfer of a Warrant
    unless the transfer is made in compliance with this Section or the Warrant is transferred outside the United States to a non-U.S.
    Person.


 


	 	(d)	Warrants represented
    by a Warrant Certificate bearing the legend set forth in Section 5.7(a) and/or (b) hereof, or any of the underlying Warrant
    Shares, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in
    compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) pursuant to a
    registration statement that has been declared effective under the 1933 Act and is available for resale of the Warrants or
    the underlying Warrant Shares, or (iv) in compliance with any other exemption from registration under the 1933 Act, including
    Rule 144 thereunder, if available, and in compliance with any applicable state securities laws. The Warrant Agent understands
    and agrees that in the event of a transfer pursuant to the foregoing clause (ii) or clause (iv), the Company and the Warrant
    Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Warrant
    Agent that such transfer is exempt from registration under the 1933 Act and applicable state securities laws. Notwithstanding
    the foregoing, the Warrant Agent may impose additional requirements for the removal of legends from the Warrants.


 


	 	(e)	If a Warrant Certificate
    not bearing the legend set forth in Section 5.7(a) and/or (b) hereof is tendered for transfer, the Warrant Agent shall not
    register such transfer if the Company has provided written instructions to the Warrant Agent prior to such exercise to the
    effect that the Company believes such exercise would not comply with the 1933 Act or applicable state securities laws.


 




     10


     


    

 


	 	(f)	The Company shall
    direct the Warrant Agent as to matters related to the applicable hold periods and applicable securities legislation. The Warrant
    Agent shall have no obligation to ensure or verify compliance with any Applicable Legislation or regulatory requirements on
    the issue, exercise or transfer of any Warrants or any Warrant Shares or other securities issuable upon the exercise of any
    Warrants. The Warrant Agent shall be entitled to process all proffered transfers and exercises of Warrants upon the presumption
    that such transfers or exercises are permissible pursuant to all Applicable Legislation and regulatory requirements and the
    terms of this Indenture. The Warrant Agent may assume for the purposes of this Indenture that the address on the register
    of Warrantholders of any Warrantholder is the Warrantholder’s actual address and is also determinative of the Warrantholder’s
    residency and that the address of any transferee to whom any Warrants or any Warrant Shares are to be registered, as shown
    on the transfer document, is the transferee’s actual address and is also determinative of the transferee’s residency.


  


	 	(g)	Upon any transfer
    of Warrants in accordance with the provisions of this Indenture, the Company shall covenant and agree with the Warrant Agent,
    on behalf of the transferee holder and with the transferee holder, that the transferee holder is a permitted assignee of the
    transferring holder and is entitled to the benefits of the covenant of the Company set forth in Section 3.16 herein and to
    be set forth under the heading “Contractual Right of Rescission” in the Prospectus subject, in each case, to the
    restrictions and limitations described thereunder. Should a holder of Warrants exercise any legal, statutory, contractual
    or other right of withdrawal or rescission that may be available to it, the Warrant Agent shall not be responsible for ensuring
    the Warrants or the exercise of Warrants is cancelled and a refund of the holder’s funds is paid back to the holder.
    In such cases, the holder shall seek a refund directly from the Company and subsequently, the Company shall instruct the Warrant
    Agent in writing, to cancel the Warrants or exercise transaction and any underlying shares on the register, which may have
    already been issued upon the Warrant exercise.


 


	 	(h)	A person who furnishes
    evidence that he is, to the reasonable satisfaction of the Warrant Agent:


 


	 	(i)	the executor, administrator,
    heir or legal representative of the heirs of the estate of a deceased Warrantholder;


 


	 	(ii)	a guardian, committee,
    trustee, curator or tutor representing a Warrantholder who is an infant, an incompetent person or a missing person; or


 


	 	(iii)	a liquidator or,
    a trustee in bankruptcy for, a Warrantholder,


 


may, as hereinafter stated, by surrendering
such evidence together with the Warrant Certificate in question to the Warrant Agent (by delivery or mail as set forth in Section
9.1 hereof), and subject to such reasonable requirements as the Warrant Agent may prescribe and all applicable securities legislation
and requirements of regulatory authorities, become noted upon the register of Warrantholders. After receiving the surrendered
Warrant Certificate and upon the person surrendering the Warrant Certificate meeting the requirements as hereinbefore set forth,
the Warrant Agent shall forthwith give written notice thereof together with confirmation as to the identity of the person entitled
to become the holder to the Company. Forthwith after receiving written notice from the Warrant Agent as aforesaid, the Company
shall cause a new Warrant Certificate to be issued and sent to the new holder and the Warrant Agent shall alter the register of
holders accordingly.


 


		(i)	The
                                         Company and the Warrant Agent shall deem and treat the registered holder of any Warrant
                                         as the absolute legal and beneficial owner thereof for all purposes, free from all equities
                                         or rights of set off or counterclaim between the Company and any previous holder of such
                                         Warrant, save in respect of equities of which the Company is required to take notice
                                         by statute or by order of a court of competent jurisdiction, and neither the Company
                                         nor the Warrant Agent is affected by any notice to the contrary.


 




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	 	(j)	Subject to the provisions
    of this Indenture and Applicable Legislation, each Warrantholder is entitled to the rights and privileges attaching to the
    Warrants, and the issue of the Warrant Shares by the Company on exercise of Warrants by any Warrantholder in accordance with
    the terms and conditions herein contained discharges all responsibilities of the Company and the Warrant Agent with respect
    to such Warrants and neither the Company nor the Warrant Agent is bound to inquire into the title of any such registered holder.


 


	 	(k)	A reasonable charge
    will be levied on a presenter of a Warrant Certificate pursuant to this Indenture for the transfer of any Warrant.


 


	 	(l)	Notwithstanding
    any other provision of this Section 2.5, in connection with any transfer of Warrants, the transferor and transferee shall
    comply with all reasonable requirements of the Warrant Agent as the Warrant Agent may deem necessary to secure the obligations
    of the transferee of such Warrants with respect to such transfer.


 


		2.6	Warrantholders
                                         Not Shareholders


 


A Warrantholder
is not deemed or regarded as a shareholder of the Company nor is such Warrantholder entitled to any right or interest except as
is expressly provided in this Indenture and in the Warrant Certificates.


 


		2.7	Signing
                                         of Warrants


 


Any one director
or officer of the Company shall sign the Warrant Certificates either manually or by facsimile signature. A facsimile signature
upon any Warrant Certificate is, for all purposes hereof, deemed to be the signature of the person whose signature it purports
to be and to have been signed at the time such facsimile signature is reproduced. If a person whose signature, either manually
or in facsimile, appears on a Warrant Certificate is not a director or officer of the Company at the date of this Indenture or
at the date of the countersigning and delivery of such Warrant Certificate, such fact does not affect in any way the validity
of the Warrants or the entitlement of the Warrantholder to the benefits of this Indenture or of the Warrant Certificate.


 


		2.8	Countersigning


 


The Warrant
Agent shall countersign the Warrant Certificates upon the written direction of the Company. No Warrant Certificate shall be issued,
or if issued, is valid or exercisable or entitles the holder thereof to the benefits of this Indenture until the Warrant Certificate
has been manually countersigned by the Warrant Agent. The countersignature by or on behalf of the Warrant Agent will be conclusive
evidence as against the Company that the Warrant Certificate so countersigned has been duly issued hereunder and that the holder
is entitled to the benefit hereof. The countersignature by or on behalf of the Warrant Agent on any Warrant Certificate is not
to be construed as a representation or warranty by the Warrant Agent as to the validity of this Indenture or of the Warrants or
as to the performance by the Company of its obligations under this Indenture and the Warrant Agent is in no way liable or answerable
for the use made of the Warrants or the proceeds from the issuance thereof, except as specified by this Indenture. The countersignature
by or on behalf of the Warrant Agent is, however, a representation and warranty of the Warrant Agent that the Warrant Certificate
has been duly countersigned by or on behalf of the Warrant Agent pursuant to the provisions of this Indenture.


 




     12


     


    

 


		2.9	Loss,
                                         Mutilation, Destruction or Theft of Warrants


 


In case any
of the Warrant Certificates issued and countersigned hereunder is mutilated or lost, destroyed or stolen, the Company, in its
discretion, may issue and thereupon the Warrant Agent will countersign and deliver a new Warrant Certificate of like date and
tenor in exchange for and in place of the one mutilated, lost, destroyed or stolen and upon surrender and cancellation of such
mutilated Warrant Certificate or in lieu of and in substitution for such lost, destroyed or stolen Warrant Certificate and the
substituted Warrant Certificate entitles the holder thereof to the benefits hereof and ranks equally in accordance with its terms
with all other Warrants issued hereunder.


 


The Warrantholder
applying for the issue of a new Warrant Certificate pursuant to this Section shall bear the cost of the issue thereof and in case
of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Company and the Warrant Agent
such evidence of ownership and of the loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as is
satisfactory to the Company in their discretion. The Company and the Warrant Agent may also, as a condition precedent to issuing
a new Warrant Certificate, require such applicant to furnish an indemnity and surety bond in amount and form satisfactory to the
Company and Warrant Agent in their discretion, and the applicant shall pay the reasonable charges of the Company and the Warrant
Agent in connection therewith.


 


		2.10	Exchange
                                         of Warrants


 


A Warrantholder
may at any time prior to the Expiry Time, by written instruction delivered to the Warrant Agent at the office of the Warrant Agent
set forth in Section 1.1, exchange his Warrant Certificates for Warrant Certificates evidencing Warrants in other denominations
entitling the Warrantholder to acquire in the aggregate the same number of Warrant Shares to which it was entitled to acquire
under the Warrant Certificates so surrendered, in which case the Warrant Agent may make a charge sufficient to reimburse it for
any government fees or charges required to be paid and such reasonable fees as the Warrant Agent may determine for every Warrant
Certificate issued upon exchange. The Warrantholder surrendering such Warrant Certificate shall bear such fee and charge. Payment
of the charges is a condition precedent to the exchange of the Warrant Certificate. The Company shall sign and the Warrant Agent
shall countersign all Warrant Certificates necessary to carry out exchanges as aforesaid.


 


		2.11	Ranking


 


All Warrants will have the same
attributes and rank pari passu regardless of the date of actual issue.


 


		2.12	Purchase
                                         of Warrants for Cancellation


 


Subject to Applicable
Legislation, the Company may, at any time or from time to time, purchase all or any of the Warrants in the market, by private
contract or otherwise, on such terms as the Company may determine. Any such purchase shall be made at the lowest price or prices
at which, in the opinion of the directors, such Warrants are then obtainable plus reasonable costs of purchase. The Warrant Certificates
representing the Warrants purchased hereunder by the Company shall immediately following purchase, be delivered to and cancelled
by the Warrant Agent and no Warrants shall be issued in substitution therefor.


 


		3.	COVENANTS
                                         OF THE COMPANY


 


So long as any Warrants remain outstanding,
the Company represents, warrants, covenants and agrees with the Warrant Agent for the benefit of the Warrant Agent and Warrantholders
as follows:


 




     13


     


    

 


		3.1	To
                                         Issue Warrants and Reserve Common Shares


 


That it is duly
authorized to create and issue the Warrants and that the Warrants, when issued and countersigned by the Warrant Agent, will be
valid and enforceable against the Company in accordance with their terms and the terms of this Indenture and that, subject to
the provisions of this Indenture, the Company shall for so long as any Warrants remain outstanding: (i) cause the Warrant Shares
acquired pursuant to the exercise of Warrants and the certificates representing such securities, to be duly issued and delivered
in accordance with the terms of the Warrants and this Indenture without payment of additional consideration or further action
by the Warrantholders; (ii) reserve and allot out of its authorized capital a number of Common Shares sufficient to enable the
Company to meet its obligations to issue the Warrant Shares in respect of the exercise of all Warrants outstanding from time to
time; (iii) ensure that all Warrant Shares acquired pursuant to the exercise of the Warrants shall be issued as fully paid and
non-assessable and free and clear of all encumbrances arising through or under the Company; and (iv) ensure that all Warrants
issued upon exercise of the Warrants shall be duly and validly created, authorized and issued in accordance with the terms hereby.


 


		3.2	To
                                         Execute Further Assurances


 


That it shall
do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances
in law as may reasonably be required for the better accomplishing and effecting of the intentions and provisions of this Indenture.


 


		3.3	To
                                         Carry On Business


 


That subject
to the express provisions hereof, it shall carry on and conduct and shall cause to be carried on and conducted its business in
the same manner as heretofore carried on and conducted and in accordance with industry standards and good business practice, provided,
however, that the Company or any Subsidiary of the Company may cease to operate or may dispose of any business, premises, property,
assets or operation if in the opinion of the directors or officers of the Company or any Subsidiary of the Company, as the case
may be, it would be advisable and in the best interests of the Company or any Subsidiary of the Company, as the case may be, to
do so, and subject to the express provisions hereof, it shall do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence, provided, however, that (subject to Article 4 hereof) nothing herein contained
shall prevent any corporate reorganization, amalgamation, consolidation, merger, sale, or take-over bid or other business combination
from being completed by the Company in accordance with applicable corporate and securities laws (and none of which are contemplated
by the Company at the date hereof) if, in the opinion of the directors or officers of the Company or any Subsidiary of the Company,
as the case may be, it is advisable and in the best interest of the Company or of such Subsidiary of the Company to do so.


 


		3.4	Reporting
                                         Issuer


 


That the Company
is presently a reporting issuer in each of the provinces of British Columbia and Alberta and will use its best efforts to maintain
its status in such jurisdictions and in each other province in which the Company becomes a reporting issuer following the date
hereof, and will make all requisite filings under applicable Canadian securities legislation and stock exchange rules to report
the exercise of the right to acquire Warrant Shares pursuant to the exercise of the Warrants.


 


		3.5	No
                                         Breach of Constating Documents


 


That the issue
and sale of the Warrants and the issue of any Warrant Shares do not or will not conflict with any of the terms, conditions or
provisions of the constating documents of the Company or the articles or resolutions of the Company or any trust indenture, loan
agreement or any other agreement or instrument to which the Company or any Subsidiary is contractually bound as of the date of
this Indenture.


 




     14


     


    

 


		3.6	Filing
                                         Prospectus and Related Matters


 


That as soon
as practicable following the date hereof, the Company shall use its best efforts to file the Prospectus with the Commissions and
to obtain the Receipt for the Prospectus as soon as practicable after the filing of the Prospectus.


 


		3.7	Securities
                                         Qualification Requirements


 


That if any
instrument is required to be filed with or any permission, order or ruling is required to be obtained from the Commissions or
any other step is required under any federal or provincial law of the Designated Provinces before any securities or property which
a Warrantholder is entitled to receive pursuant to the exercise of a Warrant may properly and legally be delivered upon the due
exercise of a Warrant the Company covenants that it shall use its commercially reasonable best efforts to make such filing, obtain
such permission, order or ruling and take all such action, at its expense, as is required or appropriate in the circumstances.


 


		3.8	Maintain
                                         Listing


 


That the Company
will use its best efforts to maintain the listing of the Common Shares which are outstanding on the TSX Venture Exchange or Toronto
Stock Exchange or such other stock exchange on which the Common Shares are listed and posted for trading and ensure that the Warrant
Shares will be accepted for trading on such exchange simultaneously with or as soon as practicable following their issue.


 


		3.9	Satisfy
                                         Covenants


 


That the Company
will comply with all covenants and satisfy all terms and conditions on its part to be performed and satisfied under this Indenture
and advise the Warrant Agent promptly in writing of any default under the terms of this Indenture.


 


		3.10	Performance
                                         of Covenants by Warrant Agent


 


If the Company
shall fail to perform any of its covenants contained in this Indenture and the Company has not rectified such failure within ten
(10) Business Days after receiving notice of such failure by the Warrant Agent, the Warrant Agent may notify the Warrantholders
of such failure on the part of the Company or may itself perform any of the covenants capable of being performed by it but, shall
be under no obligation to perform said covenants or to notify the Warrantholders of such performance by it. No such performance,
expenditure or advance by the Warrant Agent shall relieve the Company of any default hereunder or of its continuing obligations
under the covenants herein contained.


 


		3.11	Warrant
                                         Agent’s Remuneration and Expenses


 


The Company
will pay the Warrant Agent from time to time such reasonable remuneration for its services hereunder as may be agreed upon between
the Company and the Warrant Agent and will pay or reimburse the Warrant Agent upon its request for all reasonable expenses and
disbursements and advances properly incurred or made by the Warrant Agent in the administration or execution of the trusts hereby
created (including the reasonable compensation and disbursements of its counsel and all other advisers and assistants not regularly
in its employ), both before any default hereunder and thereafter until all duties of the Warrant Agent hereunder shall be finally
and fully performed, except any such expense, disbursement advance as may arise from the gross negligence, wilful misconduct or
fraud of the Warrant Agent.


 




     15


     


    

 


		3.12	Trust
                                         for Warrantholder’s Benefit


 


The covenants of the Company to the
Warrant Agent provided for in this Indenture shall be held in trust by the Warrant Agent for the benefit of the Warrantholders.


 


		3.13	Notice
                                         to Warrantholders of Certain Events


 


The Company covenants with the Warrant
Agent for the benefit of the Warrant Agent and the Warrantholders that, so long as any of the Warrants are outstanding, it will
not:


 


	 	(a)	pay any dividend
    payable in shares of any class to the holders of its Common Shares or make any other distribution (other than a cash distribution
    made as a dividend out of retained earnings or contributed surplus legally available for the payment of dividends) to the
    holders of its Common Shares;


 


	 	(b)	offer to the holders
    of its Common Shares rights to subscribe for or to purchase any Common Shares or shares of any class or any other securities,
    rights, warrants or options;


 


	 	(c)	make any repayment
    of capital on, or distribution of evidences of indebtedness on, any of its assets (excluding cash dividends) to the holders
    of Common Shares;


 


	 	(d)	amalgamate, consolidate
    or merge with any other person or sell or lease the whole or substantially the whole of its assets or undertaking;


 


	 	(e)	effect any subdivision,
    consolidation or reclassification of its Common Shares; or


 


	 	(f)	liquidate, dissolve
    or wind-up,


 


unless, in each such case, the Company
will have given notice, in the manner specified in Section 9.2, to each Warrantholder, of the action proposed to be taken and
the date on which (a) the books of the Company will close or a record will be taken for such dividend, repayment, distribution,
subscription rights or other rights, warrants or securities, or (b) such subdivision, consolidation, reclassification, amalgamation,
merger, sale or lease, dissolution, liquidation or winding-up will take place, as the case may be, provided that the Company will
only be required to specify in the notice those particulars of the action as will have been fixed and determined at the date on
which the notice is given. The notice will also specify the date as of which the holders of Common Shares of record will participate
in the dividend, repayment, distribution, subscription of rights or other rights, warrants or securities, or will be entitled
to exchange their Common Shares for securities or other property deliverable upon such reclassification, amalgamation, merger,
sale or lease, other disposition, dissolution, liquidation or winding-up, as the case may be. The notice will be given, with respect
to the actions described in Sections (a), (b), (c), (d), (e) and (f) above not less than 10 days prior to the record date or the
date on which the Company’s transfer books are to be closed with respect thereto.


 


		3.14	Closure
                                         of Share Transfer Books


 


The Company
further covenants and agrees that it will not during the period of any notice given under Section 9 close its share transfer books
or take any other corporate action which might deprive the Warrantholders of the opportunity of exercising their Warrants; provided
that nothing contained in this Section 3.14 will be deemed to affect the right of the Company to do or take part in any of the
things referred to in Section 3.13 or to pay cash dividends on the shares of any class or classes in its capital from time to
time outstanding.


 




     16


     


    

 


		3.15	Payment
                                         of Commissions


 


The Company
will not pay or give any commission or other remuneration within the meaning of section 3(a)(9) of the 1933 Act to any person,
directly or indirectly, for soliciting the exercise of the Warrants.


 


		3.16	Contractual
                                         Right of Rescission


 


The Company
covenants to provide a right of rescission to each Warrantholder as hereinafter set forth, which right shall be exercisable either
by the Warrantholder directly. The Company has agreed that in the event that a holder of a Warrants who acquires Warrant Shares
is or becomes entitled under applicable Securities Laws to the remedy of rescission by reason of the Prospectus or any amendment
thereto containing a misrepresentation, such holder shall, subject to available defences and any limitation period under applicable
Securities Laws, be entitled to rescission not only of the holder’s exercise of its Warrants, and shall be entitled in connection
with such rescission to a full refund from the Company of the aggregate Purchase Price paid on the exercise of the Warrants. In
the event such holder is a permitted assignee of the interest of the original holder of the Warrant, such permitted assignee shall
be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee was such original
purchaser. The provisions of this section are a direct contractual right extended by the Company (not the Warrant Agent) to holders
of Warrants, permitted assignees of such holders and holders of the Warrant Shares acquired by such holders upon exercise of the
Warrants and are in addition to any other right or remedy available to a holder of Warrants under section 131 of the Securities
Act (British Columbia) or equivalent provisions of applicable Securities Laws, or otherwise at law. The foregoing contractual
rights of action for rescission shall be subject to the defences described under section 131 of the Securities Act (British
Columbia) which is incorporated herein by reference and any other defence or defences available to the Company under Applicable
Legislation. No action shall be commenced to enforce the foregoing rights of action for rescission more than 180 days after payment
is made for the Warrants.


 


Should a holder of Warrants exercise
any legal, statutory, contractual or other right of withdrawal or rescission that may be available to it, the holder shall seek
a refund directly from the Company and subsequently, the Company, upon surrender to the Company or the Warrant Agent of any underlying
shares that may have been issued, or such other procedure as agreed to by the parties hereto, shall instruct the Warrant Agent
in writing, to cancel the exercise transaction and any such underlying shares or warrants on the register, which may have already
been issued upon the Warrant exercise. In the event that any payment is received from the Company by virtue of the holder being
a shareholder for such Warrants that were subsequently rescinded, such payment must be returned to the Company by such holder.
The Warrant Agent shall not be under any duty or obligation to take any steps to ensure or enforce that the funds are returned
pursuant to this section, nor shall the Warrant Agent be in any other way responsible in the event that any payment is not delivered
or received pursuant to this section.


 


		4.	ADJUSTMENT
                                         OF NUMBER OF WARRANT SHARES


 


		4.1	Adjustment
                                         of Number of Warrant Shares


 


The rights to acquire Warrant Shares
in effect at any date attaching to the Warrants are subject to adjustment from time to time as follows:


 


	 	(a)	if and whenever
    at any time from the date hereof and prior to the Expiry Time, the Company:


 


	 	(i)	subdivides, re-divides
    or changes its outstanding Common Shares into a greater number of shares;


 




     17


     


    

 


	 	(ii)	consolidates, reduces
    or combines its outstanding Common Shares into a smaller number of shares; or


 


	 	(iii)	issues Common Shares
    or securities exchangeable for or convertible to Common Shares (“convertible securities”) to the holders
    of all or substantially all of the outstanding Common Shares by way of a stock dividend (other than the issue of Common Shares
    or convertible securities to such holders as Dividends paid in the Ordinary Course);


 


(any of the above being a “Common
Share Reorganization”), the number of Warrant Shares issuable upon the exercise of each Warrant is adjusted immediately
after the effective date of the Common Share Reorganization or on the record date for the issue of Common Shares or convertible
securities by way of stock dividend, by multiplying the number of Warrant Shares previously obtainable on the exercise of a Warrant
by the fraction of which:


 


	 	(A)	the numerator is
    the total number of Common Shares outstanding immediately after the effective or record date of the Common Share Reorganization,
    or, in the case of the issuance of exchangeable or convertible securities, the total number of Common Shares outstanding immediately
    after the effective or record date of the Common Share Reorganization plus the total number of Common Shares issuable upon
    conversion or exchange of such convertible securities; and


 


	 	(B)	the denominator
    is the total number of Common Shares outstanding immediately prior to the applicable effective or record date of such Common
    Share Reorganization;


 


and the Company and Warrant Agent,
upon receipt of notice pursuant to Section 4.3, shall make such adjustment successively whenever any event referred to in this
Section 4.1(a) occurs and any such issue of Common Shares or convertible securities by way of a stock dividend is deemed to have
occurred on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under
this Section 4.1(a). To the extent that any convertible securities are not converted into or exchanged for Common Shares, prior
to the expiration thereof, the number of Warrant Shares obtainable under each Warrant shall be readjusted to the number of Warrant
Shares that is then obtainable based upon the number of Common Shares actually issued on conversion or exchange of such convertible
securities;


 


		(b)	if
                                         and whenever at any time from the date hereof and prior to the Expiry Time the Company
                                         shall fix a record date for the issue of rights, options or warrants to all or substantially
                                         all of the holders of Common Shares under which such holders are entitled, during a period
                                         expiring not more than 45 days after the record date for such issue (“Rights
                                         Period”), to subscribe for or acquire Common Shares at a price per share to
                                         the holder of less than 95% of the Current Market Price for the Common Shares on such
                                         record date (any of such events being called a “Rights Offering”),
                                         then the number of Warrant Shares obtainable upon the exercise of each Warrant shall
                                         be adjusted effective immediately after the end of the Rights Period to a number determined
                                         by multiplying the number of Warrant Shares obtainable upon the exercise thereof immediately
                                         prior to the end of the Rights Period by a fraction:


 


	 	(i)	the
    numerator of which shall be the number of Common Shares outstanding after giving effect to the Rights Offering and including
    the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants
    or options under the Rights Offering; and 


 




     18


     


    

 


	 	(ii)	the denominator
    of which shall be the aggregate of:


 


	 	(A)	the number of Common
    Shares outstanding as of the record date for the Rights Offering, and


 


	 	(B)	a number determined
    by dividing (1) the product of the number of Common Shares issued or subscribed during the Rights Period upon the exercise
    of the rights, warrants, or options under the Rights Offering and the price at which such Common Shares are offered by (2)
    the Current Market Price of the Common Shares as of the record date for the Rights Offering;


 


		(c)	if
                                         and whenever at any time from the date hereof and prior to the Expiry Time the Company
                                         shall issue or distribute to all or to substantially all of the holders of the Common
                                         Shares:


 


	 	(i)	securities of the
    Company including rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible
    into or exchangeable into any such shares or property or assets and including evidence of its indebtedness; or


 


	 	(ii)	any property (including
    cash) or other assets,


 


and if such issuance or distribution
does not constitute Dividends paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded
events being herein called a “Special Distribution”), the number of Warrant Shares obtainable upon the exercise
of each Warrant shall be adjusted effective immediately after the record date at which the holders of affected Common Shares are
determined for purposes of the Special Distribution to a number determined by multiplying the number of Warrant Shares obtainable
upon the exercise thereof in effect on such record date by a fraction:


 


	 	(iii)	the numerator of
    which shall be the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common
    Shares on such record date; and


 


	 	(iv)	the denominator
    of which shall be:


 


	 	(A)	the product of the
    number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date,
    less


 


	 	(B)	the fair market
    value on such record date, as determined by action by the directors (whose determination shall be conclusive), to the holders
    of the Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution;


 




     19


     


    

 


		(d)	if
                                         and whenever at any time from the date hereof and prior to the Expiry Time, there is
                                         a reclassification of the Common Shares or a change in the Common Shares into other shares
                                         or securities, or a capital reorganization of the Company other than as described in
                                         Section 4.1(a) or the triggering of a shareholders’ rights plan or a consolidation,
                                         amalgamation, arrangement or merger of the Company with or into any other body corporate,
                                         trust, partnership or other entity, or a transfer, sale or conveyance of the property
                                         and assets of the Company as an entirety or substantially as an entirety to any other
                                         body corporate, trust, partnership or other entity, any of such events being referred
                                         to as a “Capital Reorganization”, every Warrantholder who has not
                                         exercised its right of acquisition, as at the effective date of such Capital Reorganization
                                         is entitled to receive upon exercise in accordance with the terms and conditions hereof
                                         and shall accept, in lieu of the number of Warrant Shares obtainable under the Warrants
                                         to which it was previously entitled, the kind and number of Warrant Shares or other securities
                                         or property of the Company that the Warrantholder would have been entitled to receive
                                         on such Capital Reorganization, if, on the record date or the effective date thereof,
                                         as the case may be, the Warrantholder had been the registered holder of the number of
                                         Warrant Shares obtainable upon the exercise of Warrants then held, subject to adjustment
                                         thereafter in accordance with provisions of the same, as nearly as may be possible, as
                                         those contained in this Section 4.1. The Company shall not carry into effect any action
                                         requiring an adjustment pursuant to this Section 4.1(d) unless all necessary steps have
                                         been taken so that the Warrantholders are thereafter entitled to receive such kind and
                                         number of Warrant Shares, other securities or property. The Company will not enter into
                                         a Capital Reorganization unless its successor, or the purchasing body corporate, partnership,
                                         trust or other entity, as the case may be, prior to or contemporaneously with any such
                                         Capital Reorganization, enters into an indenture which provides, to the extent possible,
                                         for the application of the provisions set forth in this Indenture with respect to the
                                         rights and interests thereafter of the Warrantholders to the end that the provisions
                                         set forth in this Indenture are correspondingly made applicable, as nearly as may reasonably
                                         be, with respect to any shares, other securities or property to which a Warrantholder
                                         is entitled on the exercise of his acquisition rights thereafter. An indenture entered
                                         into by the Company pursuant to the provisions of this Section 4.1(d) is deemed a supplemental
                                         indenture entered into pursuant to the provisions of Article 7. An indenture entered
                                         into between the Company, any successor to the Company or any purchasing body corporate,
                                         partnership, trust or other entity and the Warrant Agent must provide for adjustments
                                         which are as nearly equivalent as may be practicable to the adjustments provided in this
                                         Section 4.1 and which apply to successive Capital Reorganizations;


 


		(e)	where
                                         this Section 4.1 requires that an adjustment becomes effective immediately after a record
                                         date or effective date, as the case may be, for an event referred to herein, the Company
                                         may defer, until the occurrence of that event, issuing to the Warrantholder exercising
                                         his acquisition rights after the record date or effective date, as the case may be and
                                         before the occurrence of that event the adjusted number of Warrant Shares, other securities
                                         or property issuable upon the exercise of the Warrants by reason of the adjustment required
                                         by that event. If the Company relies on this Section 4.1(e) to defer issuing an adjusted
                                         number of Warrant Shares, other securities or property to a Warrantholder, the Warrantholder
                                         has the right to receive any distributions made on the adjusted number of Warrant Shares,
                                         other securities or property declared in favour of holders of record on and after the
                                         date of exercise or such later date as the Warrantholder would but for the provisions
                                         of this Section 4.1(e), have become the holder of record of the adjusted number of Warrant
                                         Shares, other securities or property;


 


		(f)	the
                                         adjustments provided for in this Section 4.1 are cumulative. After any adjustment pursuant
                                         to this Section 4.1, the term “Warrant Shares” where used in this Indenture
                                         is interpreted to mean securities of any class or classes which, as a result of such
                                         adjustment and all prior adjustments pursuant to this Section, the Warrantholder is entitled
                                         to receive upon the exercise of his Warrant, and the number of Warrant Shares obtainable
                                         in any exercise made pursuant to a Warrant is interpreted to mean the number of Warrant
                                         Shares or other property or securities a Warrantholder is entitled to receive, as a result
                                         of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full
                                         exercise of a Warrant;


 




     20


     


    




 


	 	(g)	notwithstanding
    anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of
    Common Shares is being made pursuant to any stock option or stock purchase plan in force from time to time for directors,
    officers or employees of the Company;


 


	 	(h)	in the event of
    a question arising with respect to the adjustments provided for in this Section 4.1, that question shall be conclusively determined
    by the Company’s auditors or if they are unwilling or unable to act, such independent naturally recognized chartered
    accountants as may be selected by the directors of the Company, acting reasonably, who shall have access to all necessary
    records of the Company, and a determination by the Company’s auditors is binding upon the Company, the Warrant Agent,
    all Warrantholders and all other persons interested therein; and


 


	 	(i)	no adjustment in
    the number of Warrant Shares obtainable upon exercise of Warrants shall be made in respect of any event described in this
    Section 4.1, other than the events referred in clauses (i) and (ii) of Section (b) thereof, if the Warrantholders are entitled
    to participate in such event on the same terms, mutatis mutandis, as if the Warrantholders had exercised their Warrants
    prior to or on the effective date or record date of such event.


 


		4.2	Proceedings
                                         Prior to any Action Requiring Adjustment


 


As a condition
precedent to the taking of any action which requires an adjustment in any of the acquisition rights pursuant to the Warrants,
including the number of Warrant Shares obtainable upon the exercise thereof, the Company shall take any corporate action which
may in its opinion be necessary in order that the Company or any successor to the Company has unissued and reserved Common Shares
in its authorized capital and may validly and legally issue as fully paid and non-assessable all the Warrant Shares and may validly
and legally deliver all other securities or property which the Warrantholders are entitled to receive on the full exercise of
the Warrants in accordance with the provisions hereof.


 


		4.3	Certificate
                                         of Adjustment


 


The Company
shall from time to time immediately, but in any event within 3 Business Days after the occurrence of any event which requires
an adjustment as provided in Section 4.1, deliver a notice to the Warrantholders and the Warrant Agent specifying the nature of
the event requiring the adjustment, the amount of the adjustment necessitated thereby, and setting forth in reasonable detail
the method of calculation and the facts upon which the calculation is based.


 


		4.4	No
                                         Action After Notice


 


The Company
covenants with the Warrant Agent that it will not close its transfer books or take any other corporate action which might deprive
the holder of a Warrant of the opportunity of exercising the Warrants during the period of 14 days after giving of the notice
set forth in Section 4.3 hereof and 4.6 hereof.


 


		4.5	Protection
                                         of Warrant Agent


 


The Warrant Agent:


 


	 	(a)	is not at any time
    under any duty or responsibility to a Warrantholder to determine whether any facts exist which require any adjustment contemplated
    by Section 4.1, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed
    in making the same;


 




     21


     


    

 


	 	(b)	is not accountable
    with respect to the validity or value (or the kind or amount) of any shares or other securities or property which may at any
    time be issued or delivered upon the exercise of the rights attaching to any Warrant;


 


	 	(c)	is not responsible
    for any failure of the Company to make any cash payment or to issue, transfer or deliver certificates for the Warrant Shares
    upon the surrender of any Warrants for the purpose of the exercise of such rights or to comply with any of the covenants contained
    in this Article 4; and


 


	 	(d)	shall not incur
    any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the
    Company of any of the representations, warranties or covenants herein contained or of any acts of the agents or servants of
    the Company.


 


		4.6	Notice
                                         of Special Matters


 


The Company
covenants with the Warrant Agent that so long as any Warrants remain outstanding it will give 14 days’ prior written notice
in the manner provided for in Article 9 to the Warrant Agent, each Warrantholder and to the Underwriter of any event which requires
an adjustment to the subscription rights attaching to any of the Warrants pursuant to this Article 4. The Company covenants and
agrees that such notice shall contain the particulars of such event in reasonable detail and, if determinable, the required adjustment
in the manner provided for in Article 9. The Company further covenants and agrees that it shall promptly, as soon as the adjustment
calculations are reasonably determinable, file a certificate of the Company with the Warrant Agent showing how such adjustment
shall be computed.


 


		5.	EXERCISE
                                         AND CANCELLATION OF WARRANTS


 


		5.1	Exercise
                                         of Warrants


 


	 	(a)	Warrantholders who
    wish to exercise the Warrants, in the case of Warrant Certificates, held by them in order to acquire Warrant Shares must duly
    complete and execute exercise form(s) in the form attached as Appendix 1 to the Warrant Certificate(s) (the “Exercise
    Form”), in accordance with the instructions attached as Appendix 4 to the Warrant Certificate, which form may be
    amended by the Company with the consent of the Warrant Agent, if such amendment does not, in the reasonable opinion of the
    Company and the Warrant Agent, which may be based on the advice of counsel, materially and adversely affect the rights, entitlements
    and interests of the Warrantholders, and deliver such certificate(s), the executed Exercise Form and a certified cheque, bank
    draft or money order payable to or to the order of the Company for the aggregate Purchase Price to the Warrant Agent. The
    Warrants represented by a Warrant Certificate shall be deemed to be surrendered upon personal delivery of such certificate,
    Exercise Form and aggregate Purchase Price or, if such documents are sent by mail or other means of transmission, upon actual
    receipt thereof by the Warrant Agent at the office referred to above.


 


	 	(b)	Exercise is subject
    to compliance with and may be restricted by the securities laws of the Designated Provinces and the United States and applicable
    states thereof and is further subject to the Warrantholders providing such assurances and executing such documents as may,
    in the reasonable opinion of the Company or the Warrant Agent, be required to ensure compliance with applicable securities
    legislation. If, at the time of the voluntary exercise of the Warrants pursuant to this Section 5.1, there remain restrictions
    on resale under applicable securities legislation on the Warrant Shares so acquired, the Company, may, if required on the
    advice of counsel, endorse the certificates representing the Warrant Shares with respect to those restrictions.


 




     22


     


    

 


		(c)	A
                                         beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect
                                         of Warrants in the book entry registration system who desires to exercise his or her
                                         Warrants must do so by causing a Book Entry Only Participant to deliver to the Depository
                                         on behalf of the entitlement holder, notice of the owner’s intention to exercise
                                         Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository
                                         of such notice, as well as payment for the aggregate Purchase Price, the Depository shall
                                         deliver to the Warrant Agent confirmation of its intention to exercise Warrants (as applicable,
                                         a “Confirmation”) in a manner acceptable to the Warrant Agent, including
                                         by electronic means through the book entry registration system. A beneficial owner of
                                         Warrants issued in uncertificated form who desires to exercise his or her Warrants must
                                         do so by causing a Book Entry Only Participant to deliver to the Depository on behalf
                                         of the entitlement holder, notice of the owner’s intention to exercise Warrants
                                         in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of
                                         such notice, as well as payment for the Purchase Price, the Depository shall deliver
                                         to the Warrant Agent confirmation of its intention to exercise Warrants (as applicable,
                                         a “Confirmation”) in a manner acceptable to the Warrant Agent, including
                                         by electronic means through a book based registration system, including CDSX. An electronic
                                         exercise of the Warrants initiated by the Book Entry Only Participant through a book
                                         based registration system, including CDSX, shall constitute a representation to both
                                         the Company and the Warrant Agent that the beneficial owner at the time of exercise of
                                         such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising
                                         such Warrants on behalf of a U.S. Person or a Person in the United States; and (c) did
                                         not execute or deliver the notice of the owner’s intention to exercise such Warrants
                                         in the United States. If the Book Entry Only Participant is not able to make or deliver
                                         the foregoing representation by initiating the electronic exercise of the Warrants, then
                                         such Warrants shall be withdrawn from the a book based registration system, including
                                         CDSX by the Book Entry Only Participant and an individually registered Warrant Certificate
                                         shall be issued by the Warrant Agent to such beneficial owner or Book Entry Only Participant
                                         and the exercise procedures set forth in Section 5.1(d) shall be followed.


  


		(d)	Payment
                                         representing the aggregate Purchase Price must be provided to the appropriate office
                                         of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable
                                         to the Book Entry Only Participant and payment from such beneficial holder should be
                                         provided to the Book Entry Only Participant sufficiently in advance so as to permit the
                                         Book Entry Only Participant to deliver notice and payment to the Depository and for the
                                         Depository in turn to deliver notice and payment to the Warrant Agent prior to Expiry
                                         Time. The Depository will initiate the exercise by way of the Confirmation and forward
                                         the aggregate Purchase Price electronically to the Warrant Agent and the Warrant Agent
                                         will execute the exercise by issuing to the Depository through the book entry registration
                                         system the Warrant Shares to which the exercising Warrantholder is entitled pursuant
                                         to the exercise. Any expense associated with the exercise process will be for the account
                                         of the entitlement holder exercising the Warrants and/or the Book Entry Only Participant
                                         exercising the Warrants on its behalf.


 


		(e)	By
                                         causing a Book Entry Only Participant to deliver notice to the Depository, a Warrantholder
                                         shall be deemed to have irrevocably surrendered his or her Warrants so exercised and
                                         appointed such Book Entry Only Participant to act as his or her exclusive settlement
                                         agent with respect to the exercise and the receipt of Warrant Shares in connection with
                                         the obligations arising from such exercise.


 




     23


     


    

 


	 	(f)	Any notice which
    the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of
    no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A
    failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the Warrantholder’s
    instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Book Entry
    Only Participant or the Warrantholder.


 


	 	(g)	Any exercise form
    or Exercise Form referred to in this Section 5.1 shall be signed by the registered Warrantholder, or its executors or administrators
    or other legal representatives or an attorney of the Warrantholder, duly appointed by an instrument in writing satisfactory
    to the Warrant Agent but such exercise form need not be executed by the Depository.


 


	 	(h)	Any exercise referred
    to in this Section 5.1 shall require that the entire Purchase Price for Warrant Shares subscribed must be paid at the time
    of subscription and such Purchase Price and original Exercise Form executed by the registered Warrantholder or the Confirmation
    from the Depository must be received by the Warrant Agent prior to the Expiry Time.


 


	 	(i)	Warrants may only
    be exercised pursuant to this Section 5.1 by or on behalf of a registered Warrantholder, as applicable, who makes the certifications
    set forth on the Exercise Form.


 


	 	(j)	If the form of Exercise
    Form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended Exercise Form to be
    forwarded to all Warrantholders.


 


	 	(k)	Exercise Forms and
    Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on
    any Business Day prior to the Expiry Time. Any Exercise Form or Confirmation received by the Warrant Agent after business
    hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next
    following Business Day.


 


	 	(l)	Any Warrant with
    respect to which a Confirmation is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired
    and become void and all rights with respect to such Warrants shall terminate and be cancelled.


 


	 	(m)	Within five Business
    Days after the date of due exercise of a Warrant, the Warrant Agent shall cause to be delivered or mailed to the person or
    persons in whose name or names the Warrant is registered or, if so specified in writing by the holder, cause to be delivered
    to such person or persons a certificate or certificates for the appropriate number of Warrant Shares subscribed for, or any
    other appropriate evidence of the issuance of Warrant Shares to such person or persons in respect of Warrant Shares issued
    under the book entry registration system.


 


		5.2	Effect
                                         of Exercise of Warrants


 


Upon the exercise
of the Warrants, each Warrantholder is, at that time, deemed to have become the holder or holders of record of the Warrant Shares
in respect of which such Warrantholder’s Warrants are exercised or are deemed to have been exercised, unless the transfer
registers of the Company shall be closed by law on such date, in which case the Warrant Shares acquired shall be deemed to have
been issued and such person or persons deemed to have become the holder or holders of record of such Warrant Shares on the date
on which such transfer registers are next reopened.


 




     24


     


    

 


		5.3	Partial
                                         Exercise


 


Any Warrantholder
may acquire a number of Warrant Shares less than the number of Warrant Shares which the holder is entitled to acquire pursuant
to the surrendered Warrant Certificate(s). In the event of any exercise of a number of Warrants less than the number which the
holder is entitled to exercise pursuant to the surrendered Warrant Certificates, the Warrantholder upon such exercise shall, in
addition to the number of Warrant Shares acquired pursuant to the Warrants exercised, be entitled to receive, without charge therefor,
a new Warrant Certificate(s) in respect of the balance of the Warrants represented by the surrendered Warrant Certificate(s) and
which were not then exercised.


 


		5.4	Warrants
                                         Void After Exercise Time


 


After the exercise
of a Warrant as provided in this Section, the holder of a Warrant Certificate representing the Warrant so exercised no longer
has any rights either under this Indenture or the Warrant Certificate, other than, the right to receive certificates representing
the Warrant Shares, and the Warrant is void and of no value or effect.


 


		5.5	Fractions
    of Warrant Shares 


 


	 	(a)	Where a Warrantholder
    is entitled to receive, as a result of the adjustments provided for in Section 4.1 or otherwise, on the exercise or partial
    exercise of its Warrants a fraction of a Warrant Share, such right may only be exercised in respect of such fraction in combination
    with another Warrant or other Warrants which in the aggregate entitle the Warrantholder to receive a whole number of Warrant
    Shares; and


 


	 	(b)	If a Warrantholder
    is not able to, or elects not to, combine Warrants so as to be entitled to acquire a whole number of Warrant Shares, the Warrantholder
    may not exercise the right to acquire a fractional Warrant Share, and, as a result, has the right to acquire only that number
    of Warrant Shares equal to the next lowest whole number of Warrant Shares and no cash will be paid in lieu of any fractional
    Warrant Shares.


 


		5.6	Accounting
    and Recording 


 


The Warrant
Agent shall promptly notify the Company with respect to Warrants exercised. The Warrant Agent shall record the particulars of
the Warrants exercised which include the name or names and addresses of the persons who become holders of Warrant Shares on exercise
pursuant to this Article 5 and the number of Warrant Shares issued. Within three Business Days of the exercise of each Warrant
pursuant to Section 5.1, the Warrant Agent shall provide those particulars in writing to the Company.


 


		5.7	Legending
    of Warrant Certificates and Warrant Shares 


 


	 	(a)	The Warrants and
    Warrant Shares have not been, and will not be, registered under the 1933 Act or applicable securities laws of any state of
    the United States. Each Warrant Certificate and each certificate representing the Warrant Shares originally issued to or for
    the account or benefit of a U.S. Person or a person in the United States, and each Warrant Certificate and each certificate
    representing the Warrant Shares issued in exchange therefor or in substitution thereof, shall bear the following additional
    legend (the “U.S. Legend”) until such time as the U.S. Legend is no longer required under applicable requirements
    of the 1933 Act or applicable state securities laws:


 




     25


     


    

 


“THE SECURITIES REPRESENTED
HEREBY [AND IF A WARRANT: AND THE SECURITIES ISSUABLE ON 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 STATE SECURITIES LAWS AND CONSTITUTE “RESTRICTED
SECURITIES’ AS DEFINED UNDER RULE 144 OF THE U.S. SECURITIES ACT. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES
FOR THE BENEFIT OF NIOCORP DEVELOPMENTS LTD. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION
S”) UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES
IN ACCORDANCE WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE AND
IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2)
OR (D) ABOVE, A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED TO THE COMPANY’S TRANSFER AGENT.


 


[FOR WARRANT SHARES ADD:] THESE
SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON CANADIAN STOCK EXCHANGES. A NEW CERTIFICATE,
BEARING NO LEGEND, MAY BE OBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY’S TRANSFER AGENT AND THE COMPANY AND, IF SO REQUIRED BY THE COMPANY’S
TRANSFER AGENT, AN OPINION OF COUNSEL, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE
WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”,


 


provided that if the Warrants or
Warrant Shares, provided that the Company is a “foreign issuer” as defined in Regulation S at the time such Warrant
Shares are issued, are being sold outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation
S under the 1933 Act, the U.S. Legend may be removed by providing a declaration to the Warrant Agent for the Warrants or transfer
agent for the Warrant Shares, as the case may be in the form set out in Appendix 3 attached to the Warrant Certificate (or as
the Company may prescribe from time to time) and, if requested by the Company, the Warrant Agent or the transfer agent, an opinion
of counsel of recognized standing in form and substance satisfactory to the Company, the Warrant Agent and the transfer agent,
as applicable, to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further,
that, if any Warrants or Warrant Shares, are being sold otherwise than in accordance with Rule 904 of Regulation S and other than
to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel,
of recognized standing reasonably satisfactory to the Company and the registrar and transfer agent of the Company, that such legend
is no longer required under applicable requirements of the 1933 Act or state securities laws.


 




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	 	(b)	Each Warrant Certificate
    originally issued to or for the account or benefit of a U.S. Person or a person in the United States, and all certificates
    issued in exchange therefor or in substitution thereof, shall also bear the following legend:


 


“THESE WARRANTS MAY NOT BE
EXERCISED BY OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE WARRANTS AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF
ANY SUCH STATE OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON”
ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.”


 


	 	(c)	All Warrant Certificates
    and all certificates issued in exchange therefor or in substitution thereof prior to the issuance of a Receipt for the Prospectus
    or before June 28, 2015, whichever is earlier, will have the following additional legends endorsed thereon:


 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE JUNE 28, 2015.”,


 


and, if applicable in accordance
with the policies of the TSX Venture Exchange:


 


“WITHOUT PRIOR WRITTEN APPROVAL
OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE
IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JUNE 28, 2015”


 


		5.8	Issuance
                                         of Warrant Shares


 


Warrant Shares
issued, if applicable, prior to the issuance of a Receipt for the Prospectus or before June 28, 2015, whichever is earlier, (and
all certificates issued in exchange therefore or in substitution thereof, as applicable) will have the following legends endorsed
thereon:


 


“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY BEFORE JUNE 28, 2015.”,


 


and, if applicable in accordance with the policies of
the TSX Venture Exchange:


 


“WITHOUT PRIOR WRITTEN APPROVAL
OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE
IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT JUNE 28, 2015.”


 


In addition, all Warrant Shares issued to U.S. Persons
or persons in the United States will be endorsed with the legend(s) required by Section 5.7(a) and/or (b).


 




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		5.9	Securities Restrictions 



 


Notwithstanding
anything herein contained, in the event that the Warrants are exercised pursuant to and in accordance with the provisions of Section
5.1 prior to the issuance of a Receipt for the Prospectus by the Commissions, the certificates representing the Warrant Shares
thereby issued will bear such legends as may, in the opinion of counsel to the Company, acting reasonably, be necessary in order
to avoid a violation of any applicable securities laws or to comply with the requirements of any stock exchange on which the Common
Shares are listed, provided that, if at any time, in the opinion of counsel to the Company, such legends are no longer necessary
in order to avoid violation of such laws, or the holder of any such legended certificates representing the Warrant Shares, as
the case may be, at the holder’s expense, provides the Company and the registrar and transfer agent of the Common Shares
with evidence satisfactory in form and substance to the Company and the registrar and transfer agent of the Common Shares (which
may include an opinion of counsel satisfactory to the Company and the registrar and transfer agent of the Common Shares) to the
effect that such holder is entitled to sell or otherwise transfer such Warrant Shares in a transaction in which such legends are
not required, such legended certificates representing Warrant Shares may thereafter be surrendered to the Warrant Agent in exchange
for certificates which does not bear such legend.


 


		6.	MEETINGS OF WARRANTHOLDERS
                                         



 


		6.1	Definitions 



 


In this Article 6 or otherwise
in this Indenture:


 


		(a)	“Adjourned Meeting”
                                         means a meeting adjourned in accordance with Section 6.8;



 


		(b)	“Extraordinary Resolution”
                                         means a resolution proposed to be passed as an extraordinary resolution at a Meeting
                                         duly convened for that purpose and held in accordance with the provisions of this Article
                                         6, and carried by not less than 2/3 of the votes cast on such resolution; and



 


		(c)	“Meeting” means
                                         a meeting of the Warrantholders in respect of any resolution including an Extraordinary
                                         Resolution.



 


		6.2	Convening Meetings 



 


The Warrant
Agent or the Company may convene a Meeting at any time at the expense of the Company. Upon receipt of a written requisition signed
in one or more counterparts by Warrantholders holding not less than 25% of the aggregate number of the then outstanding Warrants,
the Warrant Agent or the Company shall convene a Meeting, provided that in the case of the Warrant Agent, it has been indemnified
and funded to its reasonable satisfaction by the Company or the Warrantholders for the costs of convening and holding a Meeting.
If the Warrant Agent or the Company fails to convene the Meeting within 15 Business Days after being duly requisitioned to do
so and indemnified and funded as aforesaid, the Warrantholders holding not less than 25% of the aggregate number of the then outstanding
Warrants may themselves convene a Meeting, the notice for which must be signed by a person that those Warrantholders specify,
provided that the Warrant Agent and Company receive notice of the Meeting in accordance with Section 6.4. A written requisition
must state, generally, the reason for the Meeting and business to be transacted at the Meeting.


 


		6.3	Place of Meeting 



 


Every Meeting
must be held in Vancouver, British Columbia or at such other place that the Warrant Agent and Company approve.


 




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		6.4	Notice 



 


The Warrant
Agent or the Company, as the case may be, shall give written notice of each Meeting to each Warrantholder, the Warrant Agent (unless
the Meeting has been called by the Warrant Agent) the Underwriter and the Company (unless the Meeting has been called by the Company)
in the manner specified in Article 9 at least 15 days before the date of the Meeting. The Warrant Agent shall give written notice
of each Adjourned Meeting to each Warrantholder in the manner specified in Article 9 at least 7 days before the date of the Adjourned
Meeting. The notice for a Meeting must state the time and place of the Meeting and, generally, the reason for the Meeting and
the business to be transacted at the Meeting, together with such additional information as may be required to sufficiently inform
the Warrantholders regarding the business to be transacted at the Meeting. The notice for an Adjourned Meeting must state the
time and place of the Adjourned Meeting but need not specify the business to be transacted at an Adjourned Meeting. The accidental
omission by the Warrant Agent or the Company, as the case may be, to give notice of a Meeting or an Adjourned Meeting to a Warrantholder
does not invalidate a resolution passed at a Meeting or Adjourned Meeting.


 


		6.5	Persons Entitled to Attend 



 


The Company
and the Underwriter may and the Warrant Agent shall, each by its authorized representatives, attend every Meeting and Adjourned
Meeting but neither the Company, the Underwriter nor the Warrant Agent has the right to vote. The legal advisors of the Company,
the Underwriter, the Warrant Agent, and any Warrantholders, respectively, may also attend a Meeting or Adjourned Meeting but do
not have the right to vote, unless they have the right to vote as a Warrantholder.


 


		6.6	Quorum 



 


Subject to the
provisions of Section 6.18, a quorum for a Meeting shall consist of two or more persons present in person and owning or representing
by proxy, not less than 25% of the aggregate number of the then outstanding Warrants.


 


		6.7	Chairman 



 


The Warrant
Agent shall nominate a natural person as the chairman of a Meeting or Adjourned Meeting. If the person so nominated is not present
within 15 minutes after the time set for holding the Meeting or Adjourned Meeting, the Warrantholders and proxies for Warrantholders
present shall choose one of their number to be chairman. The chairman may vote any Warrants for which he or she is the registered
holder.


 


		6.8	Power to Adjourn 



 


The chairman
of any Meeting at which a quorum of the Warrantholders is present may, with the consent of the Meeting, adjourn any such meeting.
Notice of such adjournment will be given in accordance with Section 6.4 with such other requirements, if any, as the Meeting may
prescribe.


 


		6.9	Adjourned Meeting 



 


If a quorum
of the Warrantholders is not present within 30 minutes after the time fixed for holding a Meeting, the Meeting stands adjourned
to a date not less than 10 calendar days and not more than 30 calendar days later, at a place determined in accordance with Section
6.3, and at a time specified by the chairman. The Warrant Agent shall promptly and in accordance with Section 6.4 send a notice
of the Adjourned Meeting to each Warrantholder and the Company. At an Adjourned Meeting, two or more Warrantholders or persons
representing Warrantholders by proxy constitutes a quorum for the transaction of business for which the Meeting was convened.


 




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		6.10	Show of Hands 



 


Subject to a
poll and except as otherwise required herein, every question submitted to a Meeting or Adjourned Meeting, except an Extraordinary
Resolution, shall be decided, in the first instance, by the majority of votes in a show of hands. If the vote is tied, the chairman
does not have a casting vote and the motion will not be carried. On a show of hands, each Warrantholder present in person or represented
by proxy and entitled to vote is entitled to one vote for every Warrant then outstanding of which such Warrantholder is the registered
owner.


 


		6.11	Poll 



 


When requested
by a Warrantholder acting in person or by the proxy representing the Warrantholder, and on every Extraordinary Resolution, the
chairman of a Meeting or Adjourned Meeting shall request a poll on a question submitted to the Meeting. Except as otherwise required
herein, if a question has been put to a poll, that question shall be decided by the affirmative vote of not less than a majority
of the votes given on the poll. If the vote is tied, the motion shall not be carried. On a poll, each Warrantholder or person
representing a Warrantholder shall be entitled to one vote for every Warrant of which he is the registered holder. A declaration
made by the chairman that a resolution has been carried or lost is conclusive evidence thereof. In the case of joint registered
Warrantholders, any one of them present in person or represented by proxy may vote in the absence of the other or others but when
more than one of them is present in person or by proxy, they may only vote together in respect of the Warrants of which they are
joint registered holders.


 


		6.12	Regulations 



 


Subject to the
provisions of this Indenture, the Warrant Agent, or the Company with the approval of the Warrant Agent, may from time to time
make and, thereafter, vary regulations not contrary to the provisions of this Indenture as it deems fit providing for and governing
the following:


 


		(a)	setting a record date for a Meeting
                                         for determining Warrantholders entitled to receive notice of and vote at a Meeting;



 


		(b)	voting by proxy, the manner in
                                         which a proxy instrument must be executed, and the production of the authority of any
                                         person signing an instrument of a proxy on behalf of a Warrantholder;



 


		(c)	lodging and the means of forwarding
                                         the instruments appointing proxies, and the time before a Meeting or Adjourned Meeting
                                         by which an instrument appointing a proxy must be deposited;



 


		(d)	the form of the instrument of proxy;
                                         and



 


		(e)	any other matter relating to the
                                         conduct of a meeting of Warrantholders.



 


A regulation so made is binding
and effective and votes given in accordance with such a regulation are valid. The Warrant Agent may permit Warrantholders to make
proof of ownership in the manner the Warrant Agent approves.


 


		6.13	Powers of Warrantholders 



 


By Extraordinary Resolution passed
pursuant to this Article 6, the Warrantholders may:


 




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		(a)	agree to any modification, abrogation,
                                         alteration, compromise, or arrangement of the rights of the Warrantholders whether arising
                                         under this Indenture, or otherwise at law, including the rights of the Warrant Agent
                                         in its capacity as agent hereunder or on behalf of the Warrantholders against the Company,
                                         which has been agreed to by the Company;



 


		(b)	direct and authorize the Warrant Agent
                                         to exercise any discretion, power, right, remedy or authority given to it by or under
                                         this Indenture in the manner specified in such resolution or to refrain from exercising
                                         any such discretion, power, right, remedy, or authority;



 


		(c)	direct the Warrant Agent to enforce
                                         any covenant or obligation on the part of the Company contained in this Indenture or
                                         to waive any default by the Company in compliance with any provision of this Indenture
                                         either unconditionally or upon any conditions specified in such resolution;



 


		(d)	assent to any change in or omission
                                         from the provisions contained in this Indenture or the Warrant Certificates or any ancillary
                                         or supplemental instrument which is agreed to by the Company, and to authorize the Warrant
                                         Agent to concur in and execute any ancillary or supplemental indenture embodying the
                                         change or omission;



 


		(e)	without limiting the generality of
                                         Sections 6.13(a) and (d), assent to an extension of time thereunder;



 


		(f)	with the consent of the Company, remove
                                         the Warrant Agent or its successor in office and to appoint a new registrar and agent
                                         to take the place of the Warrant Agent so removed;



 


		(g)	upon the Warrant Agent being
                                         furnished with funding and an indemnity that is, in its discretion, sufficient, require
                                         the Warrant Agent to enforce any covenant of the Company contained in this Indenture
                                         or the Warrant Certificates, or to enforce any right of the Warrantholders in any manner
                                         specified in such Extraordinary Resolution, or to refrain from enforcing any such covenant
                                         or right;



 


		(h)	restrain any Warrantholder from
                                         instituting or continuing any suit or proceeding against the Company for the enforcement
                                         of a covenant on the part of the Company contained in this Indenture or any of the rights
                                         conferred upon the Warrantholders as set out in this Indenture or the Warrant Certificates;



 


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



 


		(j)	waive and direct the Warrant
                                         Agent to waive a default by the Company in complying with any of the provisions of this
                                         Indenture or the Warrant Certificate either unconditionally or upon any conditions specified
                                         in such Extraordinary Resolution;



 


		(k)	assent to a compromise or arrangement
                                         with a creditor or creditors or a class or classes of creditors, whether secured or otherwise,
                                         and with holders of any shares or other securities of the Company; or



 


		(l)	amend, alter, or repeal any
                                         Extraordinary Resolution previously passed pursuant to this Section 6.13.



 




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		6.14	Powers Cumulative 



 


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


 


		6.15	Minutes of Meetings 



 


The Warrant
Agent shall make and maintain minutes and records of all resolutions and proceedings at a Meeting or Adjourned Meeting at the
expense of the Company and shall make available those minutes and records at the office of the Warrant Agent for inspection by
a Warrantholder or his authorized representative and the Underwriter at reasonable times. If signed by the chairman of the Meeting
or by the chairman of the next succeeding Meeting, such minutes shall be prima facie evidence of the matters therein stated and,
until the contrary is proved, every such Meeting in respect of which minutes shall have been made shall be deemed to have been
duly convened and held, and all the resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and
taken.


 


		6.16	Written Resolutions 



 


Notwithstanding
the foregoing, a written resolution or instrument signed in one or more counterparts by the Warrantholders holding not less than
a majority of the Warrants outstanding in the case of an ordinary resolution, or not less than 2/3 of the Warrants outstanding
in the case of an Extraordinary Resolution, is deemed to be the same as, and to have the same force and effect as, an ordinary
resolution or Extraordinary Resolution, as the case may be, duly passed at a Meeting or Adjourned Meeting.


 


		6.17	Binding Effect 



 


A resolution
of the Warrantholders passed pursuant to this Article 6 is binding upon all Warrantholders. Upon the passing of a Warrantholder’s
resolution at a meeting of the Warrantholders, or upon the signing of a written resolution or instrument pursuant to Section 6.16
and delivery by the Company to the Warrant Agent of an original, certified or notarial copy, or copies, of such resolution as
executed or passed by the Warrantholders, the Warrant Agent is entitled to and shall give effect thereto.


 


		6.18	Holdings by the Company or
                                         Subsidiaries of the Company Disregarded 



 


In determining
whether Warrantholders holding Warrants evidencing the required number of Common Shares which may be acquired pursuant to the
exercise of the Warrants are present at a meeting of Warrantholders for the purpose of determining a quorum or have concurred
in any consent, waiver, resolution, Extraordinary Resolution or other action under this Indenture, Warrants owned legally or beneficially
by the Company or any subsidiary of the Company shall be disregarded.


 


		6.19	Company, Warrant Agent and
                                         Underwriter May be Represented 



 


The Company,
the Warrant Agent and the Underwriter, by their respective directors, officers and employees and counsel to the Company, the Warrant
Agent and the Underwriter, may attend any Meeting, but shall have no vote as such unless they are acting in their capacity as
a Warrantholder or a proxy for a Warrantholder.


 




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		7.	SUPPLEMENTAL INDENTURES,
                                         MERGER, SUCCESSORS 



 


		7.1	Provision for Supplemental Indentures
                                         for Certain Purposes 



 


From time to
time the Company shall, when authorized by the directors of the Company, and the Warrant Agent may, subject to the provisions
of this Indenture, execute and deliver by their proper officers, deeds, indentures or instruments supplemental hereto, which thereafter
form part hereof for any one or more or all of the following purposes:


 


		(a)	adding to the provisions hereof
                                         such additional covenants, enforcement provisions, and release provisions (if any) as
                                         in the opinion of counsel acceptable to the Company and the Warrant Agent are necessary
                                         or advisable, provided the same are not, in the opinion of counsel to the Warrant Agent
                                         prejudicial to the interests of the Warrantholders;



 


		(b)	adding to the covenants of the
                                         Company in this Indenture for the protection of the Warrantholders;



 


		(c)	evidencing any succession (or successive
                                         successions), of other companies to the Company and the covenants of, and obligations
                                         assumed by, such successor (or successors) in accordance with the provisions of this
                                         Indenture;



 


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



 


		(e)	providing for the issuance of additional
                                         Warrants hereunder and any consequential amendments hereto as may be required by the
                                         Warrant Agent relying on the advice of counsel;



 


		(f)	making such provisions not inconsistent
                                         with this Indenture as may be deemed necessary or desirable with respect to matters or
                                         questions arising hereunder, provided that such provisions are not, in the opinion of
                                         counsel to the Warrant Agent, prejudicial to the interests of the Warrantholders;



 


		(g)	giving effect to an Extraordinary
                                         Resolution;



 


		(h)	to rectify any ambiguity, defective
                                         provision, clerical omission or mistake or manifest or other error contained herein or
                                         in any deed or indenture supplemental or ancillary hereto provided that, in the opinion
                                         of the counsel to the Warrant Agent, the rights of the Warrantholders are not prejudiced
                                         thereby;



 


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



 


		(j)	for any other purpose not inconsistent
                                         with the provisions of this Indenture, provided that, in the opinion of counsel to the
                                         Warrant Agent, the rights of the Warrantholders are in no way prejudiced thereby.



 




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		7.2	Company May Consolidate, etc.
                                         on Certain Terms 



 


Subject to Section
4.1(d), nothing in this Indenture prevents any consolidation, amalgamation, arrangement or merger of the Company with or into
any other body corporate or bodies corporate, or a conveyance or transfer of all or substantially all the properties and assets
of the Company as an entirety to any body corporate lawfully entitled to acquire and operate the same, provided, however, that
the body corporate formed by such consolidation, amalgamation, arrangement or into which such merger has been made, or which has
acquired by conveyance or transfer all or substantially all the properties and assets of the Company as an entirety in circumstances
resulting in the Warrantholders being entitled to receive property from or securities of such body corporate, shall execute prior
to or contemporaneously with such consolidation, amalgamation, arrangement, merger, conveyance or transfer, an indenture supplemental
hereto wherein the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed
or observed by the Company are assumed by the successor body corporate. The Warrant Agent is entitled to receive and is fully
protected in relying upon an opinion of counsel that any such consolidation, amalgamation, arrangement, merger, conveyance or
transfer, and a supplemental indenture executed in connection therewith, complies with the provisions of this Section.


 


		7.3	Successor Body Corporate Substituted
                                         



 


Where the Company,
pursuant to Section 7.2 hereof, is consolidated, amalgamated, arranged or merged with or into any other body corporate or bodies
corporate or conveys or transfers all of substantially all of the properties and assets of the Company as an entirety to another
body corporate, the successor body corporate formed by such consolidation, amalgamation, arrangement or into which
the Company has been merged or which has received a conveyance or transfer as aforesaid succeeds to and is substituted for the
Company hereunder with the same effect as nearly as may be possible as if it had been named herein. Such changes may be made in
the Warrants as may be appropriate in view of such consolidation, amalgamation, arrangement, merger, conveyance or transfer.


 


		8.	CONCERNING THE WARRANT AGENT
                                         



 


		8.1	Duties of Warrant Agent 



 


By way of supplement
to the provisions of any statute for the time being relating to trustees, and notwithstanding any other provision of this Indenture,
in the exercise of the rights, duties and obligations prescribed or conferred by the terms of this Indenture, the Warrant Agent
shall act honestly and in good faith with a view to the best interests of the Warrantholders and shall exercise that degree of
care, diligence and skill that a reasonably prudent trustee would exercise in comparable circumstances. No provision of this Indenture
shall be construed to relieve the Warrant Agent from, or require any other person to indemnify the Warrant Agent against any liability
for its own gross negligence, wilful misconduct or fraud.


 


		8.2	Action by Warrant Agent 



 


The Warrant Agent is not obligated
to do any act or thing except where required to do so by this Indenture and, in the case of a default, only when it has actual
written notice thereof.


 


		8.3	Certificate of the Company 



 


If in the administration
of the trusts of this Indenture, the Warrant Agent deems it necessary or desirable that any matter be proved or established by
the Company, prior to taking or suffering any action hereunder, the Warrant Agent may accept and rely on a certificate of the
Company as conclusive evidence of the truth of any fact relating to the Company or its assets therein stated and proof of the
regularity of any proceedings or actions associated therewith, but the Warrant Agent may in its discretion require further evidence
or information before acting or relying on any such certificate.


 




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		8.4	Warrant Agent May Employ Experts
                                         



 


The Warrant
Agent may, at the Company’s expense, employ or retain such lawyers, accountants, engineers, appraisers or other experts,
advisers or agents as it may reasonably require for the purpose of discharging its duties hereunder and may pay reasonable remuneration
for such services rendered to it but it is not responsible for any misconduct, mistake or error of judgment on the part of any
of them. The Company shall reimburse the Warrant Agent for all disbursements, costs and expenses made or incurred by the Warrant
Agent in the discharge of its duties and in the management of the trusts hereunder. The Warrant Agent may rely upon and act upon
the opinion or advice of, or information obtained from, any such lawyer, accountant, engineer, appraiser or other expert, adviser
or agent in relation to any matter arising in the administration of the trusts hereof. The Warrant Agent shall not incur any liability
for the acts or omissions of such lawyers, accountants, engineers, appraisers or other experts, advisers or agents employed by
the Warrant Agent in good faith.


 


		8.5	Resignation and Replacement
                                         of Warrant Agent 



 


		(a)	The Warrant Agent may resign its
                                         trust and be discharged from all further obligations hereunder by giving to the Company
                                         and the Warrantholders written notice at least 60 days or such shorter time period if
                                         acceptable to the Warrant Agent, the Company and the Warrantholders, before the effective
                                         date of the resignation. If the Warrant Agent resigns, or becomes incapable of acting
                                         hereunder, the Company shall forthwith appoint in writing a new agent. Failing such appointment
                                         by the Company or by the Warrantholders by Extraordinary Resolution, the retiring Warrant
                                         Agent or any Warrantholder may apply to a Judge of the Supreme Court of British Columbia
                                         on such notice as such Judge may direct, for the appointment of a new agent. The Warrantholders
                                         may, by Extraordinary Resolution, remove the Warrant Agent (including an agent appointed
                                         by the Company or by a Judge as aforesaid) and appoint a new agent. On any new appointment,
                                         the new agent is vested with the same powers, rights, duties and obligations as if it
                                         had been originally named as Warrant Agent without any further assurance, conveyance,
                                         act or deed. If for any reason it becomes necessary or expedient to execute any further
                                         deed or assurance, the former Warrant Agent shall execute the same in favour of the new
                                         agent. Upon payment by the Company to the retiring Warrant Agent of any and all outstanding
                                         fees or charges still properly owing to it, the retiring Warrant Agent shall undertake
                                         to transfer all requisite files, inventory and other records to the successor Warrant
                                         Agent upon request of the Company.



 


		(b)	Any company resulting from a merger,
                                         consolidation, arrangement or amalgamation to which the Warrant Agent for the time being
                                         is a party shall be the successor Warrant Agent under this Indenture without any further
                                         act.



 


		8.6	Indenture Legislation 



 


The Company
and the Warrant Agent agree that each shall at all times in relation to this Indenture and to any action to be taken hereunder,
observe and comply with and be entitled to the benefits of all Applicable Legislation. If and to the extent that any provision
of this Indenture limits, qualifies or conflicts with any mandatory requirement of Applicable Legislation, such mandatory requirement
prevails.


 


		8.7	Notice 



 


The Warrant Agent is not required
to give notice to third parties, including the Warrantholders, of the execution of this Indenture.


 




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		8.8	No Inquiries 



 


In the exercise
of any right or duty hereunder the Warrant Agent, if it is acting in good faith, may act and rely, as to the truth of any statement
or the accuracy of any opinion expressed therein, on any statutory declaration, opinion, report, certificate or other evidence
furnished to the Warrant Agent pursuant to a provision hereof or of Applicable Legislation or pursuant to a request of the Warrant
Agent, if such evidence complies with Applicable Legislation and the Warrant Agent examines such evidence and determines that
it complies with the applicable requirements of this Indenture. The Warrant Agent may nevertheless, in its discretion, require
further proof in cases where it deems further proof desirable. The Warrant Agent is not bound to make any inquiry or investigation
as to the performance by the Company of the Company’s covenants hereunder.


 


		8.9	Actions by Warrant Agent to
                                         Protect Interest 



 


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


 


		8.10	Warrant Agent Not Required
                                         to Give Security 



 


The Warrant Agent is not required
to give any bonds or security with respect to the execution or administration of the trusts and powers of this Indenture.


 


		8.11	No Conflict of Interest 



 


The Warrant
Agent represents to the Company that, to the best of its knowledge, at the time of the execution and delivery of this Indenture,
there exists no material conflict of interest in the role of the Warrant Agent as a fiduciary hereunder but if, notwithstanding
the provisions of this Section 8.11, such a material conflict of interest exists, the validity and enforceability of this Indenture
and the instruments issued hereunder is not affected in any manner whatsoever by reason only that such material conflict of interest
exists or arises. The Warrant Agent shall, within 30 days after ascertaining that it has a material conflict of interest, either
eliminate such material conflict of interest or resign in the manner and with the effect specified in Section 8.5.


 


		8.12	Warrant Agent Not Ordinarily
                                         Bound 



 


No provision
of this Indenture shall require the Warrant Agent to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers unless it is so indemnified and funded. The
obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights
of the Warrantholders hereunder, is conditional upon Warrantholders furnishing, when required in writing so to do by the Warrant
Agent, an indemnity reasonably satisfactory to the Warrant Agent, and funds sufficient for commencing or continuing the act, action
or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and hold harmless the Warrant Agent against
any loss, damage or liability by reason thereof.


 


		8.13	Warrant Agent May Deal in Instruments
                                         



 


The Warrant
Agent may in its personal or other capacity, buy, sell, lend upon and deal in and hold securities of the Company and generally
contract and enter into financial transactions with the Company or otherwise, without being liable to account for any profits
made thereby.


 




     36


     


    




		8.14	Recitals or Statements of Fact
                                         Made by Company 



 


Except for the
representations contained in Sections 8.11 and 8.18 subject to the provisions hereof, the Warrant Agent is not liable for or by
reason of any of the statements of fact or recitals contained in this Indenture or in the Warrant Certificates and is not required
to verify the same but all such statements and recitals are and are deemed to have been made by the Company only.


 


		8.15	Warrant Agent’s Discretion
                                         Absolute 



 


The Warrant
Agent, except as herein otherwise provided, has, as regards all the trusts, powers, authorities and discretions vested in it,
absolute and uncontrolled discretion as to the exercise thereof, whether in relation to the manner or as to the mode and time
for the exercise thereof.


 


		8.16	No Representations as to Validity
                                         



 


The Warrant Agent is not:


 


		(a)	under any responsibility in respect
                                         of the validity of this Indenture or the execution and delivery thereof or (subject to
                                         Section 2.4(a) and 2.8 hereof) in respect of the validity or the execution of any Warrant
                                         Certificate;



 


		(b)	responsible for any breach by the
                                         Company of any covenant or condition contained in this Indenture or in any Warrant Certificate;
                                         or



 


		(c)	by any act hereunder, deemed to
                                         make any representation or warranty as to the authorization or reservation of any securities
                                         to be issued as provided in this Indenture or in any Warrant Certificate or as to whether
                                         any shares will when issued be duly authorized or be validly issued and fully paid and
                                         non-assessable. The duty and responsibility as to all the matters and things referred
                                         to in this Section 8.16 rests upon the Company and not upon the Warrant Agent and the
                                         failure of the Company to discharge any such duty and responsibility does not in any
                                         way render the Warrant Agent liable or place upon it any duty or responsibility for breach
                                         of which it would be liable.



 


		8.17	Acceptance of Trusts 



 


The Warrant
Agent hereby accepts the trusts of this Indenture and agrees to perform the same upon the terms and conditions herein set forth
or referred to unless and until discharged therefrom by resignation or in some other lawful way.


 


		8.18	Warrant Agent’s Authority
                                         to Carry on Business 



 


The Warrant
Agent represents to the Company that at the date hereof it is authorized to carry on the business of a trust company in British
Columbia. If, notwithstanding the provisions of this Section 8.18, it ceases to be authorized to carry on such business in British
Columbia, the validity and enforceability of this Indenture and of the Warrants issued hereunder are not affected in any manner
whatsoever by reason only of such event, provided that the Warrant Agent shall, within 30 days after ceasing to be authorized
to carry on such business in British Columbia, either become so authorized or resign in the manner and with the effect specified
in Section 8.5.


 




     37


     


    




		8.19	Indemnification of Warrant
                                         Agent 



 


Without limiting
any protection or indemnity of the Warrant Agent under any other provision hereof, or otherwise at law, the Company hereby agrees
to indemnify and hold harmless the Warrant Agent from and against any and all liabilities, losses, damages, penalties, claims,
actions, suits, costs, expenses and disbursements, including reasonable legal or advisor fees and disbursements, of whatever kind
and nature which may at any time be imposed on, incurred by or asserted against the Warrant Agent in connection with the performance
of its duties and obligations hereunder, other than such liabilities, losses, damages, penalties, claims, actions, suits, costs,
expenses and other disbursements arising by reason of the gross negligence, wilful misconduct or fraud of the Warrant Agent. This
provision shall survive the resignation or removal of the Warrant Agent, or the termination of this Indenture. The Warrant Agent
shall not be under any obligation to prosecute or to defend any action or suit in respect of the relationship which, in the opinion
of its counsel, may involve it in expense or liability, unless the Company shall, so often as required, furnish the Warrant Agent
with satisfactory indemnity and funding against such expense or liability. Notwithstanding the foregoing or any other provision
of this Indenture, any liability of the Warrant Agent shall be limited, in the aggregate, to the amount of annual retainer fees
paid by the Company to the Warrant Agent under this Indenture in the twelve (12)months immediately prior to the Warrant Agent
receiving the first notice of the claim. Notwithstanding any other provision of this Indenture, and whether such losses or damages
are foreseeable or unforeseeable, the Warrant Agent shall not be liable under any circumstances whatsoever for any (a) breach
by any other party of securities law or other rule of any securities regulatory authority, (b) lost profits or (c) special, indirect,
incidental, consequential, exemplary, aggravated or punitive losses or damages.


 


		8.20	Performance of Covenants by
                                         Warrant Agent 



 


If the Company
fails to perform any of its covenants contained in this Indenture, then the Company will notify the Warrant Agent in writing of
such failure and upon receipt by the Warrant Agent of such notice, the Warrant Agent will notify the Warrantholders of such failure
on the part of the Company and may itself perform any of the said covenants capable of being performed by it, but shall be under
no obligation to perform said covenants or to notify the Warrantholders of such performance by it. All sums expended or disbursed
by the Warrant Agent in so doing shall be reimbursed as provided in Section 3.11. No such performance, expenditure or disbursement
by the Warrant Agent shall be deemed to relieve the Company of any default hereunder or of its continuing obligations under the
covenants herein contained.


 


		8.21	Third Party Interests 



 


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


 


		8.22	Not Bound to Act 



 


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


 




     38


     


    




		9.	NOTICES 



 


		9.1	Notice to Company or Warrant
                                         Agent 



 


Any notice to the Company or the
Warrant Agent under the provisions of this Indenture is valid and effective if in writing delivered, sent by registered letter,
postage prepaid or sent by telecopier:


 


		(a)	to the Company at:



 


NioCorp Developments Ltd.


999 West Hastings Street, Suite 525


Vancouver, BC V6C 2W2


 


	Attention:	Peter Dickie
	Telephone:	604 568-7365
	Email:	pdickie@niocorp.com


 


with a copy to (which shall not constitute notice):


 


Boughton Law Corporation


700 – 595 Burrard Street


Vancouver, BC V7X 1S8


 


	Attention:	Rory Godinho
	Telephone:	604 675-6789
	Email:	rgodinho@boughtonlaw.com\


 


		(a)	to the Warrant Agent at:



 


Computershare Trust Company of Canada


3rd
Flr– 510 Burrard Street





Vancouver, BC V6C 3B9


 


	Attention:	General Manager, Corporate Trust
	Email:	Corporatetrust.vancouver@computershare.com


 


		(b)	to the Underwriter at:



 


Mackie Research Capital Corporation


199 Bay Street #4500


Toronto, ON M5L 1G2


 


	Attention:	David Keating
	Telephone:	416 860-8643
	Email:	dkeating@mackieresearch.com


 




     39


     


    




with a copy to (which shall not constitute notice):


 


Lawson Lundell LLP


1600 – 925 West Georgia Street


Vancouver, BC V6C 3L2


 


	Attention:	Randall Chatwin
	Telephone:	604 631-6799
	Email:	rchatwin@lawsonlundell.com


 


Any notice,
direction or other instrument aforesaid will, if delivered, be deemed to have been given and received on the day it was delivered
and, if mailed, be deemed to have been received on the fifth Business Day following the date of the postmark on such notice and,
if sent by facsimile, be deemed to have been given and received on the day it was so sent unless it was sent:


 


		(a)	on a day which is not a business
                                         day in the place to which it was sent; or



 


		(b)	after 4:30 p.m. in the place to
                                         which it was sent,



 


in which cases it will be deemed
to have been given and received on the next day which is a business day in the place to which it was sent.


 


The Company
or the Warrant Agent, as the case may be, may from time to time notify the other in the manner provided in this Section 9.1 of
a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the
Company or the Warrant Agent, as the case may be, for all purposes of this Indenture.


 


If, by reason
of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Warrant
Agent or to the Company hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid
and effective only if it is delivered to the named officer of the party to which it is addressed or, if it is delivered to such
party at the appropriate address provided in this Section 9.1, by facsimile or electronic transmission or other means of prepaid,
transmitted and recorded communication.


 


		9.2	Notice to Warrantholders 



 


Any notice to
the Warrantholders under the provisions of this Indenture is valid and effective if delivered, sent by regular mail or sent by
courier, to each Warrantholder at its address appearing on the register of Warrants kept by the Warrant Agent or, in the case
of joint holders, to the first such address, and, if delivered or couriered, shall be deemed to have been given and received on
the day it was delivered and, if mailed, be deemed to have been received on the fifth Business Day following the date of the postmark
on such notice.


 


If, by reason
of any interruption of mail service, actual or threatened, any notice to be given to the Warrantholders by the Warrant Agent or
the Company would be unlikely to reach its destination in the ordinary course of mail, such notice shall be valid and effective
only if published once (i) in the national edition of The Globe & Mail newspaper; and (ii) in such other place or places and
manner, if any, as the Warrant Agent may require. Any notice given to Warrantholders by publication shall be deemed to have been
given on the last day on which publication shall have been effected.


 


A copy of any
notice provided to the Warrantholders shall be concurrently provided to the Underwriter in the manner specified in Section 9.1.


 




     40


     


    




		10.	POWER OF BOARD OF DIRECTORS
                                         



 


		10.1	Board of Directors 



 


In this Indenture,
where the Company is required or empowered to exercise any acts, all such acts may be exercised by the directors of the Company,
by any duly appointed committee of the directors of the Company or by those officers of the Company authorized to exercise such
acts.


 


		11.	MISCELLANEOUS PROVISIONS
                                         



 


		11.1	Further Assurances 



 


The parties
covenant and agree from time to time, as may be reasonably required by any party hereto, to execute and deliver such further and
other documents and do all matters and things which are convenient or necessary to carry out the intention of this Indenture more
effectively and completely.


 


		11.2	Unenforceable Terms 



 


If any term,
covenant or condition of this Indenture or the application thereof to any party or circumstance is invalid or unenforceable to
any extent, the remainder of this Indenture or application of such term, covenant or condition to a party or circumstance other
than those to which it is held invalid or unenforceable is not affected thereby and each remaining term, covenant or condition
of this Indenture is valid and enforceable to the fullest extent permitted by law.


 


		11.3	No Waiver 



 


No consent or
waiver, express or implied, by either party to or of any breach or default by the other party in the performance by the other
party of its obligations hereunder is deemed or construed to be a consent or waiver to or of any other breach or default in the
performance of obligations hereunder by such party. Failure on the part of either party to complain of any act or failure to act
of the other party or to declare the other party in default, irrespective of how long such failure continues, does not constitute
a waiver by such party of its rights hereunder.


 


		11.4	Waiver of Default 



 


Notwithstanding Section 11.3 above,
upon the happening of any default hereunder:


 


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



 


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



 


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


 




     41


     


    




		11.5	Immunity of Shareholders 



 


Subject to the
contractual right of action given by the Company to the Warrantholders in the subscription agreements, Section 3.16 herein and
to be contained in the Prospectus, and subject to any other rights or remedies available to the Warrantholders under applicable
securities legislation or otherwise, the Warrant Agent and, by the acceptance of the Warrant Certificate and as part of the consideration
for the issue of the Warrants, the Warrantholders hereby waive and release any right, cause of action or remedy now or hereafter
existing in any jurisdiction against any incorporator or any past, present or future shareholder, director, officer, employee
or agent of the Company or of any successor corporation on any covenant, agreement, representation or warranty by the Company
contained herein or in the Warrant Certificates.


 


		11.6	Limitation of Liability 



 


The obligations
hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any of the past, present
or future directors or shareholders of the Company or of any successor corporation or any of the past, present or future officers,
employees or agents of the Company or of any successor corporation, but only the property of the Company or of any successor corporation
shall be bound in respect hereof.


 


		11.7	Suits by Warrantholders 



 


		(a)	No Warrantholder has any right
                                         to institute any action, suit or proceeding at law or in equity for the purpose of enforcing
                                         the execution of any trust or power hereunder or for the appointment of a liquidator
                                         or receiver or for a receiving order under the Bankruptcy and Insolvency Act
                                         (Canada) or to have the Company wound up or to file or prove a claim in any liquidation
                                         or bankruptcy proceedings or for any other remedy hereunder unless the Warrantholders
                                         by Extraordinary Resolution have made a request to the Warrant Agent and the Warrant
                                         Agent has been afforded reasonable opportunity to proceed or complete any action or suit
                                         for any such purpose whether or not in its own name and the Warrantholders or any of
                                         them have furnished to the Warrant Agent, when so requested by the Warrant Agent sufficient
                                         funds and security and indemnity satisfactory to it against the costs, expenses and liabilities
                                         to be incurred therein or thereby and the Warrant Agent has failed to act within a reasonable
                                         time or the Warrant Agent has failed to actively pursue any such act or proceeding.



 


		(b)	Subject to the provisions of this
                                         Section and otherwise in this Indenture, all or any of the rights conferred upon a Warrantholder
                                         by the terms of a Warrant may be enforced by such Warrantholder by appropriate legal
                                         proceedings without prejudice to the right which is hereby conferred upon the Warrant
                                         Agent to proceed in its own name to enforce each and all of the provisions herein contained
                                         for the benefit of the Warrantholders from time to time.



 


		11.8	SEC Reporting Status 



 


The Company
confirms that as at the date of execution of this agreement it does not have a class of securities registered pursuant to Section
12 of the 1934 Act or have a reporting obligation pursuant to Section 15(d) of the 1934 Act.


 


The
Company covenants that in the event that (i) any class of its securities shall become registered
pursuant to Section 12 of the 1934 Act or the Company shall incur a reporting obligation pursuant to Section 15(d) of the
1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Company in accordance with the 1934
Act, the Company shall promptly deliver to the Warrant Agent an Officers’ Certificate (in a form provided by the Warrant
Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent
may require at the time. The Company acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants
in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.


 




     42


     


    




		11.9	Force Majeure 



 


Except for the
payment obligations of the Company contained herein, neither party shall be liable to the other, or held in breach of this Indenture,
if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God,
riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes (including,
but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this
Indenture shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this
Section.


 


		11.10	Privacy Matters 



 


The parties
acknowledge that federal and/or provincial legislation that addresses the protection of individuals’ personal information
(collectively, “Privacy Laws”) applies to obligations and activities under this Indenture. Despite any other
provision of this Indenture, neither party shall take or direct any action that would contravene, or cause the other to contravene,
applicable Privacy Laws. The Company shall, prior to transferring or causing to be transferred personal information to the Warrant
Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal
information, or shall have determined that such consents either have previously been given upon which the parties can rely or
are not required under the Privacy Laws. The Warrant Agent shall use commercially reasonable efforts to ensure that its services
hereunder comply with Privacy Laws. Specifically, the Warrant Agent agrees: (a) to have a designated chief privacy officer; (b)
to maintain policies and procedures to protect personal information and to receive and respond to any privacy complaint or inquiry;
(c) to use personal information solely for the purposes of providing its services under or ancillary to this Indenture and not
to use it for any other purpose except with the consent of or direction from the Company or the individual involved; (d) not to
sell or otherwise improperly disclose personal information to any third party; and (e) to employ administrative, physical and
technological safeguards to reasonably secure and protect personal information against loss, theft or unauthorized access, use
or modification.


 


		11.11	Enurement 



 


This Indenture
enures to the benefit of and is binding upon the parties hereto and their respective successors and assigns and may not be assigned
by either party hereto without the consent in writing of the other party, such consent not to be unreasonably withheld.


 


		11.12	Counterparts and Formal Date
                                         



 


This Indenture
may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts
together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to be dated
as of the date hereof.


 


		11.13	Satisfaction and Discharge
                                         of Indenture 



 


Upon the date
by which there shall have been delivered to the Warrant Agent for exercise, cancellation or destruction all Warrants theretofore
certified hereunder and if all certificates required to be issued in compliance with the provisions hereof have been issued and
delivered hereunder, this Indenture (except for any indemnities given to the Warrant Agent) shall cease to be of further effect
and the Warrant Agent, on demand of and at the cost and expense of the Company and upon delivery to the Warrant Agent of a certificate
of the Company stating that all conditions precedent to the satisfaction and discharge of this Indenture have been complied with,
shall execute proper instruments acknowledging satisfaction of and discharging this Indenture. Notwithstanding the foregoing,
the indemnities provided to the Warrant Agent by the Company hereunder shall remain in full force and effect and survive the termination
of this Indenture.


 




     43


     


    




		11.14	Provisions of Indenture and
                                         Warrants for the Sole Benefit of Parties and Warrantholders 



 


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


 


		11.15	Further Assurances 



 


Each of the
parties hereto, including the Company, subject to Applicable Legislation, shall do or cause to be done all such acts and things
and execute such further documents, agreements and assurances as may reasonably be necessary or advisable from time to time to
carry out the provisions of this Indenture in accordance with their true intent.


 


[remainder of this
page intentionally left blank]


 




     44


     


    




		11.16	Formal Date and Effective
                                         Date 



 


For the purpose
of convenience this Indenture is referred to as bearing the formal date of February 27, 2015, however notwithstanding such formal
date, this Indenture becomes effective as between the Company and any particular Warrantholder upon the date of issuance of a
Warrant Certificate to such Warrantholder.


 


NIOCORP DEVELOPMENTS LTD.


 


	Per:	"Signed"	 
		 	 
	 	Authorized Signatory	 


 


COMPUTERSHARE TRUST COMPANY OF CANADA


 


	Per:	"Signed"	 
		 	 
	 	Authorized Signatory	 
	 	 	 
	Per:	"Signed"	 
		 	 
	 	Authorized Signatory	 


 




     45


     


    




SCHEDULE “A”


 


FORM OF WARRANT
CERTIFICATE


 


[IF APPLICABLE] UNLESS PERMITTED
UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY SHALL NOT TRADE THE SECURITY [FOUR MONTHS AND ONE DAY AFTER THE ORIGINAL
DATE OF ISSUANCE OF THE WARRANTS].


 


[IF APPLICABLE:] WITHOUT PRIOR WRITTEN
APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY
THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [FOUR MONTHS AND ONE DAY AFTER THE ORIGINAL
DATE OF ISSUANCE OF THE WARRANTS].


 


[NOTE: THE LEGENDS BELOW NEED ONLY BE ENDORSED
ON THE WARRANT CERTIFICATES ISSUED TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES.]


 


[THE SECURITIES REPRESENTED HEREBY AND
THE SECURITIES ISSUABLE ON 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 STATE SECURITIES LAWS AND CONSTITUTE “RESTRICTED SECURITIES’
AS DEFINED UNDER RULE 144 OF THE U.S. SECURITIES ACT. THE HOLDER HEREOF, BY PURCHASING THESE SECURITIES, AGREES FOR THE BENEFIT
OF NIOCORP DEVELOPMENTS LTD. (THE “COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”)
UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES IN ACCORDANCE
WITH (1) RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE AND IN EACH CASE
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(2) OR (D)
ABOVE, A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED TO THE COMPANY’S TRANSFER AGENT.


 


THESE WARRANTS MAY NOT BE EXERCISED BY
OR ON BEHALF OF A U.S. PERSON OR A PERSON IN THE UNITED STATES UNLESS THESE WARRANTS AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THESE WARRANTS HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE
OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. “UNITED STATES” AND “U.S. PERSON” ARE
AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.]


 




    	 	A-1	 



     


    




WARRANT CERTIFICATE


 


NIOCORP DEVELOPMENTS
LTD.


(incorporated under the
laws of British Columbia)


 





	No. W-«Warrant»

         

        CUSIP
        NO: t
	 	«Number»
    WARRANTS entitling the holder to acquire one Common Share for each Warrant, subject to adjustment as set out below










 


THIS IS TO
CERTIFY that, for value received, «Name» (the “Warrantholder”) is the registered holder of
the number of warrants (the “Warrants”) stated above and is entitled to acquire in the manner and at
the time, and subject to the restrictions contained in the Indenture (as defined below), the number of common shares (the “Common
Shares”) of NioCorp Developments Ltd. (the “Company”) as is equal to the number of Warrants represented
hereby (subject to adjustment as set out below and in the Indenture) at an exercise price of $1.00 until the Expiry Time (or as
defined below).


 


The Warrants represented
by this certificate are issued under and pursuant to a certain indenture (the “Indenture”) made as of February
27, 2015 between the Company and Computershare Trust Company of Canada (the “Warrant Agent”) (which
expression includes any successor agent appointed under the Indenture), to which Indenture and any instruments supplemental
thereto reference is hereby made for a full description of the rights of the holders of the Warrants and the terms and conditions
upon which such Warrants are, or are to be, issued and held, all to the same effect as if the provisions of the Indenture and
all instruments supplemental thereto were herein set forth, to all of which provisions the holder of these Warrants by acceptance
hereof assents. All terms defined in the Indenture are used herein as so defined. In the event of any conflict or inconsistency
between the provisions of the Indenture and the provisions of this Warrant Certificate, except those that are necessary by context,
the provisions of the Indenture shall prevail. The Company will furnish to the holder of this Warrant Certificate, upon request
and without charge, a copy of the Indenture.


 


The Warrants represented
by this Warrant Certificate are only exercisable on or prior to 4:59 p.m. (Vancouver time) on February 27, 2017 (the “Expiry
Time”).


 


The holder of
this Warrant Certificate may, at any time before the Expiry Time, exercise all or any number of the Warrants represented hereby,
by surrendering to the Warrant Agent a Warrant Certificate or Warrant Certificates representing the number of Warrants to be exercised,
together with the duly completed and executed exercise form attached as Appendix 1 hereto in accordance with the instructions
contained in Appendix 4 attached hereto. Any such exercise is subject to compliance with, and may be restricted by, Applicable
Legislation. If, at the time of the exercise of the Warrants, there remain restrictions on resale under Applicable Legislation
on the Common Shares acquired, the Company may endorse the certificates representing the Common Shares acquired with respect to
such resale restrictions.


 


The Common Shares
in respect of which the Warrants are exercised will be deemed to have been issued on the date of such exercise, at which time
each Warrantholder will be deemed to have become the holder of record of such Common Shares.


 


After the exercise
of Warrants, the Warrant Agent shall within five Business Days of such exercise cause to be mailed or delivered to each Warrantholder
at its address specified in the register for the Warrants maintained by the Warrant Agent, certificates for the appropriate number
of Common Shares issuable in respect of such Warrants, not exceeding those which such Warrantholder is entitled to acquire pursuant
to the Warrants so exercised. If the holder of this Warrant Certificate exercises some but not all of the Warrants represented
hereby, he or she will be entitled to receive, without charge, a new Warrant Certificate representing the unexercised number of
the Warrants represented hereby.


 


The holder of
this Warrant Certificate may at any time up to the Expiry Time, upon written instruction delivered to the Warrant Agent and payment
of the charges provided for in the Indenture and otherwise in accordance with the provisions of the Indenture, exchange this Warrant
Certificate for other Warrant Certificates evidencing Warrants entitling the holder to acquire in the aggregate the same number
of Common Shares as may be acquired under this Warrant Certificate.


 




    	 	A-2	 



     


    




The number of
Common Shares which may be acquired by a Warrantholder upon exercise of Warrants, are also subject to and governed by Article
4 of the Indenture with respect to anti-dilution provisions, including provisions for the appropriate adjustment of the class,
number and price of the securities issuable hereunder upon the occurrence of certain events including any subdivision, consolidation,
or reclassification of the shares, payment of stock dividends, or amalgamation of the Company.


 


The holding of the Warrants
evidenced by this Warrant Certificate does not constitute the Warrantholder a shareholder of the Company or entitle such holder
to any right or interest in respect thereof except as herein and in the Indenture expressly provided.


 


The Warrants may only
be transferred by the Warrantholder (or its legal representatives or its attorney duly appointed) on the register kept at the
office of the Warrant Agent, in accordance with applicable laws and upon compliance with the conditions set out in the Indenture,
by delivering to the Warrant Agent’s Vancouver office a duly executed Form of Transfer attached as Appendix 2 hereto and
complying with such other reasonable requirements as the Company and the Warrant Agent may prescribe and such transfer shall be
duly noted on the register by the Warrant Agent.


 


The holder understands
and acknowledges that the Warrants and the Common Shares issuable hereunder have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “1933 Act”), or under the securities laws of any state
of the United States, and that Warrants originally issued in the United States or to, or for the account or benefit of, a person
in the United States or a U.S. person are, and any Common Shares issued upon exercise of such Warrants will be, “restricted
securities” within the meaning of Rule 144(a)(3) of the 1933 Act. “United States” and “U.S. person”
have the respective meanings assigned in Regulation S (“Regulation S”) under the 1933 Act.


 


The holder understands
that the Warrants represented hereby may not be exercised within the United States or by or for the account or benefit of a U.S.
person or a person in the United States, and the Common Shares issuable upon exercise of such Warrants may not be delivered within
the United States, unless such Common Shares are registered under the 1933 Act and the securities laws of any state in which the
holder is resident, or unless an exemption from such registration requirements is available.


 


The holder understands
that, until such time as the same is no longer required under applicable requirements of the 1933 Act or applicable state securities
laws, certificates representing the Warrants and Common Shares which are “restricted securities”, and all certificates
issued in exchange therefor or in substitution thereof, will bear a U.S. restrictive legend substantially in the form prescribed
by section 5.7 of the Indenture; provided that if the Warrants or the Common Shares, provided the Company is a “foreign
issuer” as defined in the Regulation S at the time such Common Shares are being issued, are being sold outside the United
States in compliance with the requirements of Rule 904 of Regulation S, such legend may be removed by providing an executed declaration
to the Warrant Agent or, with respect to Common Shares, the Company’s registrar and transfer agent, in substantially the
form set forth as Appendix 3 attached to this Warrant Certificate (or in such other form as the Company may prescribe from time
to time) and, if requested by the Company, the Warrant Agent or the transfer agent (as the case may be), an opinion of counsel
of recognized standing in form and substance satisfactory to the Company, the Warrant Agent and the transfer agent (as applicable)
to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Common
Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legend may
be removed by delivery to the Company and the transfer agent of an opinion of counsel of recognized standing in form and substance
reasonably satisfactory to the Company, the Warrant Agent and the transfer agent (as applicable), to the effect that such legend
is no longer required under applicable requirements of the 1933 Act or state securities laws.


 


This Warrant Certificate
shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and
shall be treated in all respects as a British Columbia contract.


 


After the exercise of
any of the Warrants represented by this Warrant Certificate, the Warrantholder shall no longer have any rights under either the
Indenture or this Warrant Certificate with respect to such Warrants, other than the right to receive certificates representing
the Common Shares issuable on the exercise of those Warrants, and those Warrants shall be void and of no further value or effect.


 


The Indenture contains
provisions making binding upon all Warrantholders resolutions passed at meetings of such holders in accordance with such provisions
or by instruments in writing signed by the Warrantholders holding a specified percentage of the Warrants.


 


Time shall be of the essence hereof.


 




    	 	A-3	 



     


    




IN WITNESS WHEREOF the Company has caused
this Warrant Certificate to be executed and the Warrant Agent has caused this Warrant Certificate to be countersigned by its duly
authorized officers as of this _____ day of ________________, 201_____.


 


NIOCORP DEVELOPMENTS LTD.


 


	Per:	 	 
		 	 
	 	Authorized Signatory	 


 


COUNTERSIGNED BY:


 


COMPUTERSHARE TRUST COMPANY OF CANADA


 


	Per:	 	 
		 	 
	 	Authorized Signatory	 


 




    	 	A-4	 



     


    




APPENDIX 1 TO


WARRANT CERTIFICATE


EXERCISE FORM


 


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



c/o Computershare Trust Company of Canada


 


1.            The
undersigned hereby irrevocably subscribes for and exercises the right to acquire ________________ Common Shares of the Company
(or such number of other securities or property to which such Warrants entitle the undersigned in lieu thereof or in addition
thereto under the provisions of the accompanying Warrant Certificate) according to the provisions of the Indenture referenced
in the accompanying Warrant Certificate.


 


2.            The
Common Shares (or other securities or property) are to be registered as follows:


 


	Name: 	 	 
	 	(print clearly)	 


 


	Address in full:  	 	 


 


	Number of Common Shares:  	 	 


 


3.            Such
securities should be sent by courier to:


 


	Name: 	 	 
	 	(print clearly)	 


 


	Address in full:  	 	 


 


4.            The
undersigned understands that upon the exercise of Warrants issued in the United States or to, or for the account or benefit of,
a “U.S. person” or a person in the United States, which bear the legend in section 5.9 of the Indenture, the certificate(s)
representing the Common Shares will bear a legend substantially in the form prescribed by section 5.9 of the Warrant Indenture
restricting transfer of the Common Shares without registration under the U.S. Securities Act, and applicable state securities
laws unless an exemption from registration is available. “U.S. person” and “United States” have the respective
meanings assigned in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).


 


5.            The
undersigned represents that it is (check one box):


 


A.          not
a “U.S. person” or a person in the United States; or


 


B.          an
“accredited investor”, within the meaning of Regulation D under the U.S. Securities Act


 


DATED at ________________________________, _________________________,
this ______ day of _________________, 20____.


 




    	 	A-5	 



     


    







	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Signature Witnessed

    (See instructions to Warrantholders in Appendix 4)	 	 	(Signature of Warrantholder, to be the same
    as appears on the face of this Warrant Certificate) 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 		 	 	Name of Registered Warrantholder	 
	 	 	 	 	 	 
	 		 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 


Notes to Warrantholders:


 


		(1)	In order to voluntarily exercise the
                                         Warrants represented by this certificate, prior to the Expiry Time pursuant to section
                                         5.2 of the Indenture, this exercise form must be delivered to the Warrant Agent, together
                                         with this Warrant Certificate. Refer to the instructions to Warrantholders attached as
                                         Appendix 4 to this Warrant Certificate.



 


		(2)	If this exercise form indicates that
                                         the Common Shares are to be issued to a person or persons other than the registered holder
                                         of this Warrant Certificate, the registered holder must provide the Transfer Form attached
                                         as Appendix 2.



 


		(3)	The Common Shares issued on exercise
                                         prior to the date that a Receipt is used for the Prospectus (as defined in the Indenture)
                                         will be subject to restrictions on resale under applicable securities legislation and
                                         will be endorsed with legends to that effect.



 




    	 	A-6	 



     


    




APPENDIX 2 TO


WARRANT CERTIFICATE 


FORM OF TRANSFER


 


To: Computershare Trust Company of Canada


 


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


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


 


In the case of a warrant certificate that contains a U.S. restrictive
legend, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):


 


(A)           the
transfer is being made only to the Company;


 


(B)            the
transfer is being made outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act, and
in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for
Removal of Legend attached as Appendix 3 to the Warrant Certificate, or


 


(C)            the
transfer is being made within the United States or to, or for the account or benefit of, U.S. Persons, in accordance with a transaction
that does not require registration under the U.S. Securities Act or any applicable state securities laws and the undersigned has
furnished to the Company and the Warrant Agent an opinion of counsel of recognized standing in form and substance reasonably satisfactory
to the Company and the Warrant Agent to such effect.


 


In the case of a warrant certificate that
does not contain a U.S. restrictive legend, if the proposed transfer is to, or for the account or benefit of a U.S. Person or
to a person in the United States, the undersigned hereby represents, warrants and certifies that the transfer of the Warrants
is being completed pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state
securities laws, in which case the undersigned has furnished to the Company and the Warrant Agent an opinion of counsel of recognized
standing in form and substance reasonably satisfactory to the Company and the Warrant Agent to such effect.


 





 ̈
          If transfer is to a U.S. Person, check this box.


 


DATED this ____ day of_________________, 20____.


 


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


 




    	 	A-7	 



     


    




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


 


	 ̈	Gift	 ̈	Estate	 ̈	Private
    Sale	 ̈	Other
    (or no change in ownership)	 	 


 


	Date of Event (Date
    of gift, death or sale):	Value
    per Warrant on the date of event:
	 	 
			 ̈ CAD
    OR  ̈ USD





 


CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ
CAREFULLY


 


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





 


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



 


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



 


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



 







OR


 


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


 




    	 	A-8	 



     


    




REASON FOR TRANSFER – FOR US RESIDENTS ONLY


 


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


 




    	 	A-9	 



     


    




APPENDIX 3 TO


WARRANT CERTIFICATE


FORM OF DECLARATION
FOR REMOVAL OF LEGEND


 


TO:        NioCorp Developments
Ltd. (the “Company”)


 


AND TO: Computershare Investor Services Inc., as registrar and
transfer agent for the Common Shares of the Company,


 


OR


 


Computershare Trust Company of Canada, as Warrant Agent
for the Warrants of the Company


 


The undersigned (a) acknowledges that the
sale of securities of the Company to which this declaration relates is being made in reliance on Rule 904 of Regulation S under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) certifies that (1) the undersigned
is not an “affiliate” of the Company as that term is defined in Rule 405 under the U.S. Securities Act, a “distributor”
or an affiliate of a “distributor”, (2) the offer of such securities was not made to a person in the United States
and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person
acting on its behalf reasonably believed that the buyer was outside the United States or (B) the transaction was executed in,
on or through the facilities of the TSX Venture Exchange, the Toronto Stock Exchange or another “designated offshore securities
market” and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with
a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf
has engaged or will engage in “directed selling efforts” in the United States in connection with the offer and sale
of such securities, (4) the sale is bona fide and not for purposes of “washing off” the resale restrictions imposed
because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities
Act), (5) the seller does not intend to replace the securities sold in reliance on Rule 904 under the U.S. Securities Act with
fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions that,
although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration
provisions of the U.S. Securities Act. Unless otherwise specified, terms used herein have the meanings given to them by Regulation
S under the U.S. Securities Act


 


Dated                                            ,
20        .


 


	 	X_____________________________________________
	 	Signature of individual (if Holder is
    an individual)
	 	 
	 	X_____________________________________________
	 	Authorized signatory (if Holder is not
    an individual)
	 	
	 	______________________________________________
	 	Name of Holder (please print)
	 	
	 	______________________________________________
	 	Name of authorized signatory (please print)
	 	
	 	______________________________________________
	 	Official capacity of authorized signatory (please
    print)


 




    	 	A-10	 



     


    




APPENDIX 4 TO


WARRANT CERTIFICATE


INSTRUCTIONS TO WARRANTHOLDERS


 


TO EXERCISE:


 


If the Warrantholder exercises Warrants prior to the Expiry Time
pursuant to section 5.2 of the Indenture, it must complete, sign and deliver:


 


		(a)	the Exercise Form, attached as Appendix 1;



 


		(b)	the Warrant Certificates; and



 


		(c)	a certified cheque, bank draft or money order in lawful money
                                         of Canada, payable to or to the order of the Company in an amount equal to the Purchase
                                         Price multiplied by the number of Warrant Shares subscribed for or a wire transfer or
                                         similar transfer of funds to the Warrant Agent. In the event that the payment of the
                                         aggregate Purchase Price is in the form of an uncertified cheque or unguaranteed funds,
                                         the Warrant Agent shall be entitled to delay the time of payment of the Purchase Price
                                         to the Company until such uncertified or unguaranteed funds have cleared in the ordinary
                                         course of the financial institution upon which the same are drawn.



 


to the Warrant Agent indicating the number of Common Shares to
be acquired. In such case, the signature of such registered holder on the Exercise Form must be witnessed.


 


TO TRANSFER:


 


If the Warrantholder wishes to transfer Warrants, then the Warrantholder
must complete, sign and deliver (as appropriate):


 


		(a)	the Transfer Form attached as Appendix 2; and



 


		(b)	the Warrant Certificates,



 


to the Warrant Agent indicating the number of Warrants to be transferred.


 


For the protection of the holder, it would be prudent to use registered
mail if forwarding by mail.


 


GENERAL:


 


If the Transfer Form or Exercise Form is signed
by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary
or representative capacity, the Warrant Certificate must also be accompanied by evidence of authority to sign satisfactory to
the Warrant Agent.


 


The name and address of the Warrant Agent is:


 


Computershare Trust Company of Canada


3rd Floor, 510 Burrard Street


Vancouver, British Columbia


V6C 3B9


 


OR


 


Computershare Trust Company of Canada


8th Floor 100 University Ave.


Toronto, Ontario


M5J 2Y2


 




    	 	A-11	 



     


    




SCHEDULE “B”


 


DEFINITION OF “U.S.
PERSON” AND “UNITED STATES”


 


“U.S. Person”


 


		(1)	U.S. person means:



 


		(i)	any natural person resident in
                                         the United States;



 


		(ii)	any partnership or corporation
                                         organized or incorporated under the laws of the United States;



 


		(iii)	any estate of which any executor
                                         or administrator is a U.S. person;



 


		(iv)	any trust of which any trustee
                                         is a U.S. person;



 


		(v)	any agency or branch of a foreign
                                         entity located in the United States;



 


		(vi)	any non-discretionary account
                                         or similar account (other than an estate or trust) held by a dealer or other fiduciary
                                         for the benefit or account of a U.S. person;



 


		(vii)	any discretionary account or
                                         similar account (other than an estate or trust) held by a dealer or other fiduciary organized,
                                         incorporated, or (if an individual) resident in the United States; and



 


		(viii)	any partnership or corporation
                                         if:



 


		(A)	organized or incorporated under the
                                         laws of any foreign jurisdiction; and



 


		(B)	formed by a U.S. person principally
                                         for the purpose of investing in securities not registered under the 1933 Act, unless
                                         it is organized or incorporated, and owned by accredited investors (as defined in Rule
                                         501(a) under the 1933 Act) who are not natural persons, estates or trusts.



 


		(2)	Notwithstanding paragraph (o)(1) of
                                         this section, any discretionary account or similar account (other than an estate or trust)
                                         held for the benefit of or account of a non-U.S. person by a dealer or other professional
                                         fiduciary organized, incorporated or (if an individual) resident in the United States
                                         shall not be deemed a U.S. person;



 


		(3)	Notwithstanding paragraph (o)(1) of
                                         this section, any estate of which any professional fiduciary acting as executor or administrator
                                         is a U.S. person shall not be deemed a U.S. person if:



 


		(i)	an executor or administrator of
                                         the estate who is not a U.S. person has sole or shared investment discretion with respect
                                         to the assets of the estate; and



 


		(ii)	the estate is governed by foreign
                                         law.



 


		(4)	Notwithstanding paragraph (o)(1) of
                                         this section, any trust of which any professional fiduciary acting as trustee is a U.S.
                                         person shall not be deemed a U.S. person if a trustee who is not a U.S. person has sole
                                         or shared investment discretion with respect to the trust assets, and no beneficiary
                                         of the trust (and no settlor if the trust is revocable) is a U.S. person.



 


		(5)	Notwithstanding paragraph (o)(1) of
                                         this section, an employee benefit plan established and administered in accordance with
                                         the law of a country other than the United States and customary practices and documentation
                                         of such country shall not be deemed a U.S. person.



 




    	 	B-1	 



     


    




		(6)	Notwithstanding paragraph (o)(1) of
                                         this section, any agency or branch of a U.S. person located outside the United States
                                         shall not be deemed a “U.S. person” if:



 


		(i)	the agency or branch operates for
                                         valid business reasons; and



 


		(ii)	the agency or branch is engaged
                                         in the business of insurance or banking and is subject to substantive insurance or banking
                                         regulation, respectively, in the jurisdiction where located.



 


		(7)	The International Monetary Fund, the
                                         International Bank for Reconstruction and Development, the Inter-American Development
                                         Bank, the Asian Development Bank, the African Development Bank, the United Nations, and
                                         their agencies, affiliates and pension plans, and any other similar international organizations,
                                         their agencies, affiliates and pension plans shall not be deemed “U.S. persons.”



 


“United States”


 


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



 







    	 	B-2