Exhibit 10.1


 











April
2, 2020


NioCorp Developments Ltd.


7000 South
Yosemite Street, Suite115

Centennial, CO 80112


Attention:
Neal Shah, CFO


Dear Sirs/Mesdames:


		Re:	Amending
                                         Agreement -

                                         Credit Facility Agreement between
                                         NioCorp Developments Ltd. and Mark Smith



Pursuant
to a credit facility agreement between NioCorp Developments Ltd. (the "Borrower") and Mark Smith (the "Lender")
dated January 16, 2017 and as amended March 20, 2017 and February 26, 2018 and May 14, 2019 and January 10, 2020 (the "Credit
Facility Agreement"), the Lender advanced a loan to the Borrower on the terms and conditions set out therein.


The Borrower
and the Lender wish to amend the Credit Facility Agreement in the manner set forth herein.


INTERPRETATION


All words
and expressions defined in the Credit Facility Agreement have the same meaning when used herein. Reference to the Credit Facility
Agreement includes amendments thereto from time to time, including the amendments made by this amending agreement. All references
herein to sections of or schedules to an agreement other than this amending agreement are to sections of and schedules to the
Credit Facility Agreement, unless otherwise expressly stated. Clause headings are for reference only.


EFFECTIVE
DATE


The provisions
of the Credit Facility Agreement are amended as set out in this amending agreement effective as of the date of acceptance by Borrower
below.


AMENDMENTS


		1.	Section 1.1(b)
                                         of the Credit Facility Agreement shall be deleted and replaced in its entirety
                                         with the following new Section 1.1(b):



		(b)	“Credit
                                         Facility” means the non-revolving credit facility in the amount of up to $3,000,000
                                         which will be made available by the Lender to the Borrower in accordance with the terms
                                         hereof;



 


 






    


     


    

 


		2.	Section 2.7(d)
                                         of the Credit Facility Agreement shall be deleted and replaced in its entirety with the
                                         following new Section 2.7(d):



		(d)	not
                                         cause the total Principal advanced to exceed $3,000,000; and



MISCELLANEOUS


With the
exception of the foregoing amendments, the Credit Facility Agreement shall continue in full force and effect unamended.


This amending
agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered (including
by facsimile transmission or as a pdf attachment to an e-mail) shall constitute an original, but all such counterparts when taken
together shall constitute one and the same instrument.


Please indicate
your acceptance of this amending agreement by signing and returning the enclosed duplicate copy of this letter.


 


Yours truly,



MARK A. SMITH


/s/
Mark A. Smith


 


Accepted
by Borrower as of the 3rd day of April, 2020.


NIOCORP
dEVELOPMENTS lTD.


By:/s/
Neal S. Shah


Name:Neal
Shah

Title:Chief Financial Officer