UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment
No. ___)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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NIOCORP DEVELOPMENTS LTD.
(Name of Registrant As Specified In Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate
box):
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set
forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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NIOCORP DEVELOPMENTS LTD.
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION
AND PROXY
CIRCULAR
for the
Annual General Meeting of Shareholders
to be held on
December 2, 2021
The attached Notice of Meeting, Management Information
and Proxy Circular and form of proxy and notes thereto for the 2021 annual general meeting of shareholders are first being made available
to shareholders of the Company on or about October 22, 2021.
NIOCORP DEVELOPMENTS LTD.
NOTICE OF MEETING
NOTICE IS HEREBY GIVEN THAT the 2021 annual
general meeting of shareholders (the “Meeting”) of NioCorp Developments Ltd. (the “Company”) will
be held on Thursday, December 2, 2021, at 10:00 a.m. at 7000 S. Yosemite Street, Lower Level Conference Room, Centennial, Colorado, 80112
for the following purposes:
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1.
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to receive and consider the audited financial statements of the Company for the year ended June 30, 2021,
together with the auditor’s report thereon;
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2.
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to set the number of directors for the ensuing year at six;
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3.
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to elect six directors to hold office until the next annual general meeting;
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4.
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to appoint BDO USA, LLP as auditors of the Company to hold office until the next annual general meeting
and to authorize the Board of Directors to fix their remuneration through the Audit Committee; and
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5.
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to transact such other business as may properly come before the Meeting or any adjournment or postponement
thereof.
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Being made available along with this Notice
of Meeting are (i) the Management Information and Proxy Circular; (ii) a form of proxy and notes thereto; and (iii) the Company’s
annual report to shareholders (collectively, the “Meeting Materials”).
The Company’s Board of Directors has fixed
October 15, 2021, as the record date for the Meeting.
If you are a registered shareholder of
the Company and are unable to attend the Meeting in person, you may vote: (i) via the Internet; (ii) by calling a toll-free telephone
number; or (iii) if you received your proxy materials by mail, by dating and executing the form of proxy for the Meeting and depositing
it by hand delivery or by mail with Computershare Investor Services Inc., Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario,
M5J 2Y1 or by facsimile to 1-866-249-7775 (within North America) or 1-416-263-9524 (outside North America). Instructions for telephone
and Internet voting are included in the notice that the Company mailed to shareholders on or about October 22, 2021. All instructions
are also listed in the form of proxy and notes thereto. Your proxy or voting instructions must be received in each case no later than
10:00 a.m., Mountain time, on November 30, 2021, or no later than 48 hours before the Meeting is reconvened following any adjournment
or postponement.
If you are a non-registered shareholder
of the Company and receive these materials through your broker or another intermediary, please complete and return the materials in accordance
with the instructions provided to you by your broker or such other intermediary.
The Meeting Materials are first being made available
to shareholders of the Company on or about October 22, 2021.
DATED at Centennial, Colorado, this 22nd
day of October, 2021.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ MARK A. SMITH
MARK A. SMITH
Chief Executive Officer
NIOCORP DEVELOPMENTS LTD.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
MANAGEMENT INFORMATION AND PROXY CIRCULAR
MANAGEMENT SOLICITATION OF PROXIES
This Management Information and Proxy Circular
(“Information Circular”) is furnished to you, as a holder of common shares in the capital of the Company (“Common Shares”),
in connection with the solicitation of proxies by management and the Board of Directors (the “Board”) of NioCorp Developments
Ltd. (“we,” “us,” or the “Company”) for use at the Annual General Meeting of Shareholders of the Company
(the “Meeting”) to be held on Thursday, December 2, 2021, at 10:00 a.m. at 7000 S. Yosemite Street, Lower Level Conference
Room, Centennial, Colorado, 80112 and at any adjournment of the Meeting for the purposes set forth in the accompanying Notice of Meeting.
It is anticipated that the Notice of Meeting,
this Information Circular, our Annual Report to Shareholders and the accompanying form of proxy (collectively, the “Meeting Materials”)
will be first made available to shareholders on or about October 22, 2021. Unless otherwise stated, the information contained in this
Information Circular is given as of October 15, 2021.
The principal executive office of the Company
is located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112. The registered and records office of the Company is located
at 595 Burrard Street, Suite 2600, Vancouver, British Columbia V7X 1L3 (ATTN: Blake, Cassels & Graydon LLP).
All references to currency in this Information
Circular are in United States dollars, unless otherwise indicated.
Information regarding the proxies being solicited
in connection with the Meeting is set out in the section below under the heading “Information about Proxies.”
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 2, 2021:
For this Meeting, the Company is utilizing the
notice-and-access method of delivery of materials to its registered shareholders and Canadian and United States beneficial shareholders
as set out in National Instrument 54-101, Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI
54-101”) and National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”). The Company
is making the Meeting Materials available electronically via the Internet. The Company is mailing to shareholders a notice containing
instructions on how to access and review the Meeting Materials and vote online (the “Notice of Internet Availability of Meeting
Materials”). If you received such a notice, you will not receive a printed copy of the Meeting Materials in the mail unless
requested. If you would like a printed copy of the Meeting Materials, follow the instructions for requesting them that are included in
the notice. The Company has elected not to use the procedure known as "stratification" in relation to its use of the notice-and-access
rules. Stratification occurs when a reporting issuer using the notice-and-access rules provides a paper copy of proxy-related materials
to some, but not all, of its shareholders.
There are two kinds of non-registered, or beneficial,
shareholders – those who object to their name being made known to the issuers of securities which they own (called “OBOs”
for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs”
for Non-Objecting Beneficial Owners). In accordance with NI 54-101, the Company has elected to send the Meeting Materials indirectly to
the NOBOs and to the OBOs through their intermediaries. The Company does not intend to pay for intermediaries to forward to OBOs, under
NI 54-101, the Meeting Materials, and in the case of an OBO, the OBO will not receive these materials unless the OBO’s intermediary
assumes the cost of delivery.
INFORMATION
ABOUT PROXIES
Solicitation of Proxies
The Company will conduct its solicitation of
proxies and our officers, directors and employees may, without receiving special compensation, contact shareholders by telephone, electronic
means or other personal contact. We will not specifically engage employees to solicit proxies. We will pay the expenses of this solicitation;
however, we do not reimburse shareholders, nominees or agents (including brokers holding shares on behalf of clients) for their costs
of obtaining authorization from their principals to sign proxies. While no arrangements have been made to date, the Company may contract
for the solicitation of proxies for the Meeting. Such arrangements would include customary fees which would be borne by the Company.
Appointment of Proxyholder and Return of
Proxy
The persons named in the form of proxy for
the Meeting attached hereto as Schedule A are officers of the Company and nominees of management. A shareholder has the right to
appoint some other person, who need not be a shareholder, to represent such shareholder at the Meeting by inserting that other person’s
name in the blank space provided on the form of proxy. If a shareholder appoints one of the persons designated in the accompanying form
of proxy as a nominee and does not direct the said nominee to vote “FOR,” “AGAINST” or “ABSTAIN,”
or “FOR” or “WITHHOLD,” as applicable, or where instructions on the form of proxy are uncertain with respect to
which an opportunity to specify how the Common Shares registered in the name of such registered shareholder shall be voted is provided,
the proxy shall be voted “FOR” the resolution.
In order for a proxy to be valid, it must be:
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(a)
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signed by the registered shareholder whose name appears thereon or by such registered shareholder’s
attorney authorized in writing, or if the registered shareholder is a corporation, by a duly authorized representative on behalf of such
corporation; and
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(b)
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returned in one of the following manners:
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(i)
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by hand delivery or by mail addressed to Computershare Investor Services Inc., Proxy Dept., 100 University
Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, and received by 10:00 a.m., Mountain time, on November 30, 2021, or no later than 48 hours
before the Meeting is reconvened following any adjournment or postponement;
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(ii)
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by facsimile to Computershare Investor Services Inc. at 1-866-249-7775 (within North America) or
1-416-263-9524 (outside North America) and received by 10:00 a.m., Mountain time, on November 30, 2021, or no later than 48 hours before
the Meeting is reconvened following any adjournment or postponement; or
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(iii)
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by deposit with the chair of the Meeting prior to commencement of the Meeting.
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An executed proxy that is returned undated will
be deemed to be dated the date of the mailing of the form of proxy by the Company or its agent.
Alternatively, a registered shareholder may
vote via the Internet or by telephone by following the instructions included in the Notice of Internet Availability of Meeting Materials,
in each case no later than 10:00 a.m., Mountain time, on November 30, 2021, or no later than 48 hours before the Meeting is reconvened
following any adjournment or postponement. All instructions for how to vote are also listed in the accompanying form of proxy and notes
thereto.
Revocation of Proxy
If you are a registered shareholder who has
returned a valid proxy or voting instructions, you may revoke your proxy at any time before it is exercised. In addition to revocation
in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:
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(a)
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signing a proxy bearing a later date; or
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(b)
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signing a written notice of revocation in the same manner as the form of proxy is required to be signed
as set out in the notes to the proxy.
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The later proxy or the notice of revocation
must be delivered to the office of the Company’s registrar and transfer agent or to the Company’s principle executive offices
at any time up to and including the last business day before the scheduled time of the Meeting or the reconvening of the Meeting following
any adjournment, or to the chair of the Meeting on the day of the Meeting or the reconvening of the Meeting following any adjournment.
You may also revoke your proxy or voting instructions
by voting via Internet or telephone at a later date than the date of the proxy, or by attending the meeting and voting in person.
If you are a non-registered shareholder (a “Beneficial
Shareholder”) who wishes to revoke a VIF (as defined below) or to revoke a waiver of your right to receive Meeting Materials
and to give voting instructions, you must give written instructions to your broker, agent, trustee or other intermediary through which
you hold your Common Shares in accordance with the applicable procedures and deadlines of your broker, agent, trustee or other intermediary.
Voting of Proxies and Exercise of Discretion
by Proxyholders
The persons named in the accompanying form
of proxy will vote or withhold from voting the Common Shares represented by the proxy in accordance with your instructions, provided your
instructions are clear. You may indicate the manner in which the persons named in the form of proxy are to vote on any matter by marking
an “X” in the appropriate space. If you have specified a choice on any matter to be acted on at the Meeting, your shares
will be voted or withheld from voting accordingly. If you do not specify a choice or where you specify both choices for any matter to
be acted on, your shares will be voted in accordance with management’s recommendations on such matters.
The form of proxy gives the persons named
as proxy holders discretionary authority regarding amendments or variations to matters identified therein and any other matter that may
properly come before the Meeting. As of the date of this Information Circular, our management is not aware of any such amendment, variation
or other matter proposed or likely to come before the Meeting. However, if any such amendment, variation or other matter properly comes
before the Meeting, the persons named in the form of proxy intend to vote on such other business in accordance with their judgement.
Voting by Beneficial Shareholders
The information set out in this section is
important to many shareholders as a substantial number of shareholders hold their Common Shares through a broker, agent, trustee or other
intermediary.
Beneficial Shareholders should note that only
proxies deposited by registered shareholders whose names appear on the share register of the Company as of October 15, 2021, the record
date for the Meeting, may be recognized and acted upon at the Meeting. If Common Shares are shown on an account statement provided to
a Beneficial Shareholder by a broker, then in almost all cases the name of such Beneficial Shareholder will not appear on the share register
of the Company. Such Common Shares will most likely be registered in the name of the broker or an agent of the broker. In Canada, the
vast majority of such shares will be registered in the name of “CDS & Co.,” the registration name of CDS Clearing and
Depositary Services Inc., and in the United States, the vast majority will be registered in the name of “Cede & Co.,”
the registration name of the Depository Trust Company, which entities act as nominees for many brokerage firms. Common Shares held by
brokers, agents, trustees or other intermediaries can only be voted by those brokers, agents, trustees or other intermediaries in accordance
with instructions received from Beneficial Shareholders. As a result, Beneficial Shareholders should carefully review the voting instructions
provided by their intermediary with this Information Circular and ensure they communicate how they would like their Common Shares voted
in accordance with those instructions.
Intermediaries will frequently use service companies
to forward proxy solicitation information to Beneficial Shareholders. Generally, a Beneficial Shareholder who has not waived the right
to receive such information will either:
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(a)
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be given a form of proxy which (i) has already been signed by the intermediary (typically by a facsimile,
stamped signature), (ii) is restricted as to the number of shares beneficially owned by the Beneficial Shareholder, and (iii) must be
completed, but not signed, by the Beneficial Shareholder and deposited with Computershare Investor Services Inc.; or
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(b)
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more typically, be given a voting instruction form (“VIF”), which (i) is not signed
by the intermediary, and (ii) when properly completed and signed by the Beneficial Shareholder and returned to the intermediary or its
service company, will constitute voting instructions which the intermediary must follow.
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VIFs should be completed and returned in accordance
with the specific instructions noted on the VIF. The purpose of this procedure is to permit Beneficial Shareholders to direct the voting
of the Common Shares which they beneficially own.
Please return your voting instructions as
specified in the VIF. Beneficial Shareholders should carefully follow the instructions set out in the VIF, including those regarding when
and where the VIF is to be delivered.
Although Beneficial Shareholders may not be
recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their broker, agent, trustee or other
intermediary, a Beneficial Shareholder may attend the Meeting as a proxyholder for a shareholder and vote Common Shares in that capacity.
Beneficial Shareholders who wish to attend the Meeting or have someone else attend on their behalf and indirectly vote their Common Shares
as proxyholder for the registered shareholder should contact their broker, agent, trustee or other intermediary well in advance of the
Meeting to determine the steps necessary to permit them to indirectly vote their Common Shares as a proxyholder.
Securities Entitled to Vote
The Company is authorized to issue an unlimited
number of Common Shares, of which 259,118,369 Common Shares are issued and outstanding as of October 15, 2021. There is only one class
of shares.
The Board of Directors has fixed October 15,
2021, as the record date for the purpose of determining the shareholders entitled to receive notice of and vote at the Meeting. Persons
who are registered shareholders at the close of business on October 15, 2021, will be entitled to receive notice of, attend, and vote
at the Meeting. By ballot, every shareholder and proxyholder will have one vote for each share. Other than with respect to the election
of directors, a majority (i.e., at least 50% plus one vote) of the votes cast will be required to pass an ordinary resolution at the Meeting,
and at least two-thirds of the votes cast will be required to pass a special resolution at the Meeting. Each of the resolutions that shareholders
will be asked to approve at the Meeting, to pass the management proposals set forth in this Information Circular, are ordinary resolutions.
Broker Non-Votes, Abstentions and Quorum
Brokers and other intermediaries, holding shares
in street name for their customers, are required to vote the shares in the manner directed by their customers. Under the rules of the
New York Stock Exchange (“NYSE”), brokers are prohibited from giving proxies to vote on non-routine matters (including,
but not limited to, non-contested director elections) unless the beneficial owner of such shares has given voting instructions on the
matter.
The absence of a vote on a matter where the
broker has not received written voting instructions from a Beneficial Shareholder is referred to as a “broker non-vote.” Any
shares represented at the Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact on any matters
to be acted upon at the Meeting.
Under the Articles of the Company, a quorum
for the transaction of business at the Meeting is one or more persons present and being, or representing by proxy, two or more shareholders
entitled to attend and vote at the Meeting.
Abstentions will be counted as present for purposes
of determining the presence of a quorum at the Meeting but will not be counted as votes cast. Broker non-votes will not be counted as
present for purposes of determining the presence of a quorum for purposes at the Meeting and will not be voted. Accordingly, neither abstentions
nor broker non-votes will have any effect on the outcome of the votes on the matters to be acted upon at the Meeting.
INTERESTS
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of the directors or executive officers
of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor
any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial
or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the
Meeting.
PRINCIPAL
SHAREHOLDERS
The following table sets forth the beneficial
ownership of Common Shares of NioCorp for the following: (1) each person who is known by NioCorp to own beneficially more than 5% of the
outstanding shares of NioCorp’s Common Shares; (2) each of the Named Executive Officers (as defined in the “Fiscal 2021 Summary
Compensation Table”, below); (3) each of NioCorp’s directors; and (4) all directors and executive officers of NioCorp as a
group.
Beneficial ownership of Common Shares in the
table below is determined in accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and
includes voting or investment power with respect to the Common Shares. Common Shares that may be acquired by an individual or group within
60 days of October 15, 2021, pursuant to the exercise of options to purchase Common Shares (“Options”) or Common Shares
purchase warrants (“Warrants”), are deemed to be outstanding for the purpose of computing the percentage ownership
of such individual or group but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person
shown in the table. Percentage of ownership is based on 259,118,369 Common Shares outstanding as of October 15, 2021. Unless otherwise
noted in the table below, Options vested at grant date.
Except as indicated in footnotes to this table,
we believe that the shareholders named in this table have sole voting and investment power with respect to all Common Shares shown to
be beneficially owned by them, based on information provided to us by such shareholders. Unless otherwise indicated, the
address for each director and executive officer listed is: c/o NioCorp Developments Ltd., 7000 South Yosemite Street, Suite 115, Centennial,
CO 80112.
Name and Address of
Beneficial Owner
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Position
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Amount and Nature of Beneficial Ownership
(1)
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Percent of Common Shares
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Mark A. Smith, PE, Esq
Highlands Ranch, Colorado, USA
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President, Chief Executive Officer and Chairman
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22,002,564
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(2)
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8.4%
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Neal Shah
Superior, Colorado, USA
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Chief Financial Officer
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1,574,670
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(3)
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0.6%
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Scott Honan
Centennial, Colorado, USA
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Chief Operating Officer
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1,665,042
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(4)
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0.6%
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Jim Sims
Golden Colorado, USA
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Vice-President, External Affairs
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1,390,826
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(5)
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0.5%
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Michael J. Morris
San Luis Obispo, California, USA
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Lead Director
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1,346,275
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(7)
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0.5%
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David C. Beling
Grand Junction, Colorado, USA
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Director
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1,541,025
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(8)
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0.6%
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Anna Castner Wightman
Omaha, Nebraska, USA
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Director
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1,130,576
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(9)
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0.4%
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Nilsa Guerrero-Mahon
Brighton, Colorado, USA
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Director
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1,100,000
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(10)
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0.4%
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Fernanda Reda Fenga Viana Klamas
Florianapolis, Santa Catarina, Brazil
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Director
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500,000
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(11)
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0.2%
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All current directors, executive officers and named executive officers as a group (10 persons)
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33,977,733
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12.5%
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(1)
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Calculated in accordance with Rule 13d-3 of the Exchange Act.
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(2)
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As of October 15, 2021, Mr. Smith beneficially owns 19,352,564 outstanding Common Shares. In addition,
he beneficially owns 2,650,000 vested Options comprised of the following: (i) on March 6, 2017, Mr. Smith was granted 650,000 Options
for a period of five years at a price of C$0.76 per Common Share which vest over a period of 18 months with 100% having vested at this
time; (ii) on November 9, 2017, Mr. Smith was granted 750,000 Options for a period of five years at a price of C$0.47 per Common Share;
(iii) on November 15, 2018, Mr. Smith was granted 750,000 Options for a period of five years at a price of C$0.54 per Common Share vest
over a period of 18 months with 100% having vested at this time; and (iv) on December 14, 2020, Mr. Smith was granted 500,000 Options
for a period of three years at a price of C$0.75 per Common share.
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(3)
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As of October 15, 2021, Mr. Shah beneficially owns 319,670 outstanding Common Shares. In addition, he
beneficially owns 1,255,000 vested Options comprised of the following: (i) on March 6, 2017, Mr. Shah was granted 400,000 Options for
a period of five years at a price of C$0.76 per Common Share which vest over a period of 18 months with 100% having vested at this time;
(ii) on November 9, 2017, Mr. Shah was granted 300,000 Options for a period of five years at a price of C$0.47 per Common Share, of which
255,000 remain outstanding as of June 30, 2021; (iii) on November 15, 2018, Mr. Shah was granted 350,000 Options for a period of five
years at a price of C$0.54 per Common Share which vest over a period of 18 months with 100% having vested at this time; and (iv) on December
14, 2020, Mr. Shah was granted 250,000 Options for a period of three years at a price of C$0.75 per Common share.
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(4)
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As of October 15, 2021, Mr. Honan beneficially owns 365,042 outstanding Common Shares. In addition, he
beneficially owns 1,300,000 vested Options comprised of the following: (i) on March 6, 2017, Mr. Honan was granted 400,000 Options for
a period of five years at a price of C$0.76 per Common Share which vest over a period of 18 months with 100% having vested at this time;
(ii) on November 9, 2017, Mr. Honan was granted 300,000 Options for a period of five years at a price of C$0.47 per Common Share; (iii)
on November 15, 2018, Mr. Honan was granted 350,000 Options for a period of five years at a price of C$0.54 per Common Share which vest
over a period of 18 months with 100% having vested at this time and (iv) on December 14, 2020, Mr. Honan was granted 250,000 Options for
a period of three years at a price of C$0.75 per Common share.
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(5)
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As of October 15, 2021, Mr. Sims beneficially owns 390,826 outstanding Common Shares. In addition, he
beneficially owns 1,000,000 vested Options comprised of the following: (i) on March 6, 2017, Mr. Sims was granted 400,000 Options for
a period of five years at a price of C$0.76 per Common Share which vest over a period of 18 months with 100% having vested at this time;
(ii) on November 15, 2018, Mr. Sims was granted 350,000 Options for a period of five years at a price of C$0.54 per Common Share which
vest over a period of 18 months with 100% having vested at this time and (iii) on December 14, 2020, Mr. Sims was granted 250,000 Options
for a period of three years at a price of C$0.75 per Common share.
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(6)
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As of October 15, 2021, Mr. Morris beneficially owns 196,275 outstanding Common Shares. He shares both
voting and investment power with respect to all such Common Shares with his wife. In addition, he beneficially owns 1,150,000 vested Options
comprised of the following: (i) on March 6, 2017, Mr. Morris was granted 350,000 Options for a period of five years at a price of C$0.76
per Common Share which vest over a period of 18 months with 100% having vested at this time; (ii) on November 9, 2017, Mr. Morris was
granted 250,000 Options for a period of five years at a price of C$0.47 per Common Share; (iii) on November 15, 2018, Mr. Morris was granted
300,000 Options for a period of five years at a price of C$0.54 per Common Share which vest over a period of 18 months with 100% having
vested at this time; and (iv) on September 18, 2020, Mr. Morris was granted 250,000 Options for a period of three years at a price of
C$0.84 per Common Share.
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(7)
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As of October 15, 2021, Mr. Beling beneficially owns 491,025 outstanding Common Shares held in the name
of The Beling Family Trust. He shares both voting and investment power with respect to all such Common Shares with his wife as the only
trustees of The Beling Family Trust. In addition, he beneficially owns 1,050,000 vested Options comprised of the following: (i) on March
6, 2017, Mr. Beling was granted 300,000 Options for a period of five years at a price of C$0.76 per Common Share which vest over a period
of 18 months with 100% having vested at this time; (ii) on November 9, 2017, Mr. Beling was granted 200,000 Options for a period of five
years at a price of C$0.47 per Common Share; (iii) on November 15, 2018, Mr. Beling was granted 300,000 Options for a period of five years
at a price of C$0.54 per Common Share which vest over a period of 18 months with 100% having vested at this time; and (iv) on September
18, 2020, Mr. Beling was granted 250,000 Options for a period of three years at a price of C$0.84 per Common Share.
|
|
(8)
|
As of October 15, 2021, Ms. Wightman beneficially owns 80,576 outstanding Common Shares. She shares both
voting and investment power with respect to all such Common Shares with her husband. In addition, she beneficially owns 1,050,000 vested
Options comprised of the following: (i) on March 6, 2017, Ms. Wightman was granted 300,000 Options for a period of five years at a price
of C$0.76 per Common Share which vest over a period of 18 months with 100% having vested at this time; (ii) on November 9, 2017, Ms. Wightman
was granted 200,000 Options for a period of five years at a price of C$0.47 per Common Share; (iii) on November 15, 2018, Ms. Wightman
was granted 300,000 Options for a period of five years at a price of C$0.54 per Common Share which vest over a period of 18 months with
100% having vested at this time; and (iv) on September 18, 2020, Ms. Wightman was granted 250,000 Options for a period of three years
at a price of C$0.84 per Common Share.
|
|
(9)
|
As of October 15, 2021, Ms. Guerrero-Mahon beneficially owns 1,100,000 vested Options comprised of the
following: (i) on November 9, 2017, Ms. Guerrero-Mahon was granted 500,000 Options for a period of five years at a price of C$0.47 per
Common Share; (ii) on November 15, 2018, Ms. Guerrero-Mahon was granted 300,000 Options for a period of five years at a price of C$0.54
per Common Share which vest over a period of 18 months with 100% having vested at this time; and (iii) on September 18, 2020, Ms. Guerrero-Mahon
was granted 300,000 Options for a period of three years at a price of C$0.84 per Common Share.
|
|
(10)
|
As of October 15, 2021, Ms. Fenga beneficially owns 500,000 vested Options comprised of the following:
(i) on December16, 2020, Ms. Fenga was granted 500,000 Options for a period of three years at a price of C$0.75 per Common Share.
|
Security Ownership of Certain Beneficial
Owners
As of October 15, 2021, the Company is not aware
of any persons that beneficially own more than 5% of its outstanding Common Shares who does not serve as an executive officer or director
of the Company.
No Hedging or Other Speculative Transactions
by Employees, Officers and Directors
The Company’s insider trading policy prohibits
employees, officers and directors of the Company or their designees from engaging in hedging and other speculative transactions involving
the Company’s securities, including buying the Company’s securities on margin, short-selling, trading in puts or calls or
similar arrangements that results in a gain only if the value of the Company’s securities declines in the future. The Company’s
policy applies to, among other securities, Company securities granted to employees, officers or directors as compensation, as well as
securities held, directly or indirectly, by such employees, officers or directors.
Change in Control Arrangements
As of October 15, 2021, there are no arrangements
known to us that would result in a change in control of the Company. We are not, to the best of our knowledge, directly or indirectly
owned or controlled by another corporation or foreign government.
FINANCIAL STATEMENTS
The audited financial statements of the Company
for the year ended June 30, 2021, report of the auditor and related management discussion and analysis, all of which may be obtained from
SEDAR at www.sedar.com or from EDGAR at www.sec.gov, will be placed before the meeting and have been filed with the securities commissions
or similar regulatory authority in British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick.
PARTICULARS
OF MATTERS TO BE ACTED UPON
I AND II – NUMBER AND
ELECTION OF DIRECTORS
Directors of the Company are elected at each
annual general meeting of shareholders and hold office until the next annual general meeting of shareholders or until that person sooner
ceases to be a director. Currently, the Board consists of six directors whose terms expire at the Meeting. Accordingly, the shareholders
will be asked to pass an ordinary resolution to set the number of directors of the Company at six for the next year, subject to any increases
permitted by the Company’s Articles. The number of directors will be approved if the affirmative vote of at least a majority of
Common Shares present or represented by proxy at the Meeting and entitled to vote thereat are voted in favour of setting the number of
directors at six. Management recommends a vote “FOR” in respect of the resolution to set the number of directors of the
Company at six.
Unless you provide other instructions, the proxy
will be voted for the nominees listed below. Management does not expect that any of the nominees will be unable to serve as a director.
If before the Meeting any vacancies occur in the slate of nominees listed below, the person named in the proxy will exercise his or her
discretionary authority to vote the Common Shares represented by the proxy for the election of another person or persons as directors
to fill such vacancies.
The following are the Company’s six directors
that are up for election. Management has nominated each of the persons named in the table below for election as director. The information
concerning current directors and proposed nominees has been furnished by each of them:
Name
|
|
Age
|
|
Position
|
|
Date of Appointment
|
Mark A. Smith
|
|
62
|
|
Chief Executive Officer, President, Executive Chairman and Director
|
|
Chief Executive Officer
and Director: September 23, 2013
President and Executive
Chairman: May 31, 2015
|
Michael J. Morris
|
|
75
|
|
Director
|
|
July 27, 2014
|
David C. Beling
|
|
80
|
|
Director
|
|
June 6, 2011
|
Anna Castner Wightman
|
|
54
|
|
Director
|
|
February 23, 2016
|
Nilsa Guerrero-Mahon
|
|
60
|
|
Director
|
|
September 28, 2017
|
Fernanda Reda Fenga Viana Klamas
|
|
44
|
|
Director
|
|
December 14, 2020
|
The following sets forth a brief description
of the business experience of each nominee for director of the Company, including current directorships and directorships held during
at least the past five years:
Director Nominees
Mark Smith – Executive Chairman,
Director, President and Chief Executive Officer
Mr. Smith has 40 years of experience in operating,
developing, and financing mining and strategic materials projects in the Americas and abroad. In September 2013, he was appointed Chief
Executive Officer (“CEO”) and a Director of NioCorp. From April 2015 to September 2019, Mr. Smith served as the President
and Director for Largo Resources
Ltd.(“Largo”), a mineral
company with an operating property in Brazil and projects in Brazil and Canada. In addition, from April 2015 to October 2018, Mr. Smith
also served as the CEO of Largo. Mr. Smith has also served on the Board of Directors of IBC Advanced Alloys Corp., a leading beryllium
and copper advanced alloys company (“IBC”), since May 2016 and as CEO of IBC since July 2020. From October 2008 through
December 2012, Mr. Smith served as President, Chief Executive Officer and Director of Molycorp, Inc., a rare earths producer (“Molycorp”),
where he was instrumentally involved in taking it from a private company to a publicly traded company with a producing mine. From November
2011 through May 2015, he served on the Board of Directors at Avanti Mining, a mining company (TSX-V: AVT; Avanti Mining changed its name
to AlloyCorp in early 2015). From December 2012 through September 2013, he served as the Managing Director of KMSmith LLC, a business
strategy and finance advisory firm, where he served as a consultant.
Prior to Molycorp, Mr. Smith held numerous engineering,
environmental, and legal positions within Unocal Corporation, a former petroleum explorer and marketer (“Unocal”),
and later served as the President and Chief Executive Officer of Chevron Mining Inc., a coal and metal mining company (“Chevron
Mining”). Mr. Smith also served for over seven years as the shareholder representative of Companhia Brasileira Metalúrgica
e Mineração (“CBMM”), a private company that currently produces approximately 85% of the world supply
of niobium. During his tenure with Chevron Mining, Mr. Smith was responsible for Chevron Mining’s three coal mines, one molybdenum
mine, a petroleum coke calcining operation and Molycorp’s Mountain Pass mine. At Unocal, he served as the Vice-President from June
2000 to April 2006, and managed the real estate, remediation, mining and carbon divisions. Mr. Smith is a Registered Professional Engineer
and serves as an active member of the State Bars of California and Colorado. He received his Bachelor of Science degree in Agricultural
Engineering from Colorado State University in 1981 and his Juris Doctor, cum laude, from Western State University, College of Law, in
1990.
Mr. Smith’s extensive leadership, management,
strategic planning, and strategic materials industry expertise through his various leadership and directorship roles in public companies
large and small makes him well-qualified to serve as a member of the board of directors of NioCorp.
Michael Morris – Director
Mr. Morris was formerly the Chairman of the
Board of Heritage Oaks Bankcorp, the holding company of Heritage Oaks Bank. When Heritage Oaks Bank merged with Pacific Premier Bancorp
on April 1, 2017, Mr. Morris became a member of the Pacific Premier Bancorp Board of Directors, a position he held until May 31,2020.
He joined Heritage Oaks’ Board in January 2001 and assumed the Board chairmanship in 2007. In addition, Mr. Morris has worked since
1972 at Andre, Morris & Buttery, a professional law corporation, where he now serves as Senior Principal and Chairman of the Board.
From 2000 to late 2006, Mr. Morris served on the board of Molycorp, a rare earths producer, which at the time was a wholly owned subsidiary
of Unocal and then Chevron Mining Inc. a wholly owned subsidiary of Chevron Corporation. Mr. Morris was the only independent director
of Molycorp at that time. Mr. Morris is a graduate of Georgetown University and received his law degree from the University of San Francisco
School of Law. He has practiced business and environmental law for over 40 years. Mr. Morris served as a member of the Board of Governors
and Vice President of the State Bar of California. He served as a 1st Lieutenant in the U.S. Army from 1970 to 1972.
Mr. Morris’ qualification to serve on
our Board is based on his years of senior executive leadership with publicly traded companies and his long experience in the financial,
banking, legal, and manufacturing fields.
David Beling – Director
Mr. Beling is a Registered Professional Mining
Engineer with 56 years of experience and has been on the board of directors of 14 mining companies starting in 1981. He has served as
President, CEO, Chief Financial Officer (“CFO”) and a director of Bullfrog Gold Corp., a gold exploration and development
company, since July 2011 and was the Executive Vice President and Chief Operating Officer of Geovic Mining Corp. from 2004 to 2010. Mr.
Beling has examined, significantly reviewed or been directly involved with 88 underground mines, 131 open pit mines and 164 process plants
in the global metal, energy and industrial mineral sectors. His employment included 14 years with five majors, then 38 years of employment
and consulting for 25 junior mining companies.
Mr. Beling’s qualification to serve on
our Board is based upon his decades of senior leadership and executive positions with companies in the mining and minerals processing
sectors.
Anna Castner Wightman – Director
A sixth generation Nebraskan and a graduate
of Nebraska Wesleyan University, Ms. Wightman serves as a Senior Director of Government Relations for First National Bank of Omaha, Nebraska,
a position she has held since 2000. Prior to that, she worked for the Greater Omaha Chamber of Commerce and served in the U.S. Congress
for former Congressman Bill Barrett and former Congresswoman Virginia Smith, both of whom represented the 3rd Congressional District of
Nebraska. Ms. Wightman serves on the Boards of Directors of the Nebraska Chamber of Commerce, Rose Theater for Performing Arts, and Joslyn
Castle.
Ms. Wightman’s qualification to serve
on our Board is based on her extensive executive experience in the banking and financial services sectors, and her deep knowledge of the
Nebraska business and public policy landscapes.
Nilsa Guerrero-Mahon – Director
A former CFO and Controller for global corporations
in the technology, energy, and government sectors, Ms. Guerrero-Mahon provides consulting services to domestic and international corporations
as the principal at NG Mahon Business Consulting, LLC, a business consulting service, a position she has held since 2008. In addition,
Ms. Guerrero-Mahon currently serves on the Board of the State of Colorado Division of Securities. From 2016 to August 2019, she served
on the Board of Directors of Centura Health Mountains & North Denver Operating Group, the largest division in the Centura Health Care
System. From 2014 to 2016, she served as the Vice Chair of the Board of Directors and Chaired the Strategy Committee at St. Anthony Hospital,
now a member of the Centura Health Mountains & North Denver Operating Group. From 2009 to 2017, Ms. Guerrero-Mahon served as a gubernatorial
appointed Board Member of the State of Colorado Financial Services Commission. Among other prior positions, from 2005 to 2007, she was
the Global Services Controller at Microsoft Corporation, overseeing internal controls and corporate finance activities. Ms. Guerrero-Mahon
received an Executive MBA from the Daniels College of Business at the University of Denver and a BS in Business Administration - Accounting
from the Interamerican University in San Juan, Puerto Rico, and is a Certified Public Accountant registered in the State of Colorado.
Ms. Guerrero-Mahon’s qualification to
serve on our Board is based on her extensive executive leadership with publicly traded companies and her extensive experience in the financial
and technology fields.
Fernanda Reda Fenga Viana Klamas –
Director
A former senior executive at CBMM, Ms. Fenga
currently serves as a senior advisor to mining companies in Brazil and in the U.S. From June 2017 to December 2017, she was the General
Counsel and Chief Compliance Director at Somos Educação, Brazil’s largest basic education company and one of the largest
education groups in the world.
From 2007 to 2016, Ms. Fenga worked at CBMM,
where she served as Corporate Superintendent. In that position, she managed the company’s legal, compliance, investor relations,
public affairs, and corporate risk management departments. She also played an integral role in some of CBMM’s largest commercial
transactions, two of which were valued at more than U.S.$1.9 billion each. From 1998 to 2007, she was Senior Manager at PricewaterhouseCoopers,
a multinational professional services firm, where she advised clients on corporate restructuring, tax planning, transfer pricing, auditing,
tax assessment reviews, and Sarbanes-Oxley Act compliance.
A Certified Compliance & Ethic Professional
– International Exam (“CCEP-I”), Ms. Fenga is a Brazilian lawyer and received her master’s degree in law
at Fundação Getúlio Vargas – FGV and her LLM in Corporate Law at IBMEC. She also conducted post-graduate studies
in tax law at IBET, completed the Harvard Business School’s program for Risk Management for Corporate Leaders, and recently completed
the IBGC (“Instituto Brasileiro de Governança Corporativa”) studies for Board Members.
Ms. Fenga’s qualification to serve on
our Board is based on her extensive executive experience in mining and minerals processing, and her knowledge of the niobium market.
Arrangements between Officers and Directors
To our knowledge, there is no arrangement or
understanding between any of our officers and any other person, including directors or nominees, pursuant to which the officer was selected
to serve as an officer.
None of the above directors or nominees has
entered into any arrangement or understanding with any other person pursuant to which he or she was, or is to be, elected as a director
of the Company or a nominee of any other person.
Family Relationships
There are no family relationships among any
of our directors, nominees or executive officers.
Other Directorships
The following is a list of directorships held
over the past five years by our nominees. Except as listed below, no nominees of the Company are also directors of reporting issuers.
Name of Director
|
|
Other Reporting Issuer (or equivalent)
|
|
Exchange
|
David C. Beling
|
|
Bullfrog Gold Corp.
|
|
OTCQB
|
Michael J. Morris
|
|
Pacific Premier Bancorp
|
|
NASDAQ
|
Mark A. Smith
|
|
Largo Resources Ltd.
|
|
TSX
|
|
|
IBC Advanced Alloys Corp.
|
|
TSX-V
|
Legal Proceedings
No director, nominee or executive officer of
the Company is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.
During the past ten years, none of the persons
serving as executive officers and/or directors of the Company and, with respect to promoters or control persons, for the past five years,
none have been the subject matter of any of the legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation
S-K. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director or executive
officer.
No proposed director of the Company is or has
been, within the past 10 years, a director, CEO or CFO of any company that, while the person was acting in that capacity:
|
(a)
|
was subject to an “order,” as that term is defined in Form 51-102F5 Information Circular,
that was issued while the proposed director was acting in the capacity as director, CEO or CFO; or
|
|
(b)
|
was subject to an order that was issued after the proposed director ceased to be a director, CEO or CFO
and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO.
|
No proposed director of the Company is or has
been, within the past 10 years, a director or executive officer of any company that, while that person was acting in that capacity or
within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy
or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager
or trustee appointed to hold its assets.
No proposed director of the Company has, within
the past 10 years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted
any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets
of the proposed director.
Voting Procedures for the Election of Directors
Cumulative voting (i.e., a form of voting where
shareholders are permitted to cast all of their aggregate votes for a single nominee) will not be permitted. The directors must be elected
by an affirmative vote of a plurality of the votes cast, either in person or by proxy, at the Meeting on this matter. Abstentions will
not be counted FOR or WITHHELD for any nominee to the Board.
Majority Voting Policy
On January 22, 2016, the Board adopted a majority
voting policy. Pursuant to the majority voting policy, the form of proxy for meetings of the shareholders of the Company at which directors
are to be elected provide the option of voting in favor, or withholding from voting, for each individual nominee to the Board. If, with
respect to any particular nominee, the number of shares withheld from voting exceeds the number of shares voted in favor of the nominee,
then the nominee will be considered to have not received the support of the shareholders, and such nominee is expected to submit his or
her resignation to the Board, to take effect on acceptance by the Board.
The Compensation and Organization Committee
of the Board (the “Compensation Committee”) will decide whether to recommend to the Board that the Board request the
resignation of the director. In recommending to the Board whether to request the resignation of the director or not, the Compensation
Committee will review the results of the shareholder vote, applicable regulatory requirements in respect of the constitution of the Board
and certain of its committees and, in respect of incumbent directors, the particular director’s attendance at Board and committee
meetings, the contribution of the director to Board and committee discussions and the director’s performance assessment, if any.
In addition, it will consider what, if any, expressed reasons for a withheld vote have been given, the merits of such reasons and the
ability to rectify concerns.
The Board will have the final determination
whether to accept the resignation. If the resignation is accepted, subject to any corporate law restrictions, the Board may:
|
(a)
|
leave the resultant vacancy in the Board unfilled until the next annual general meeting of shareholders
of the Company;
|
|
(b)
|
fill the vacancy by appointing a director whom the Board considers to merit the confidence of the shareholders;
or
|
|
(c)
|
call a special meeting of the shareholders of the Company to consider the election of a nominee recommended
by the Board to fill the vacant position.
|
Directors who do not submit their resignation
in accordance with the majority voting policy will not be re-nominated for election at the next shareholders’ meeting at which directors
are to be elected. The majority voting policy applies only in the case of an uncontested director election, meaning the number of nominees
for election as directors is equal to the number of directors to be elected.
Management recommends a vote “FOR”
each of the nominees for director. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted “FOR”
the nominees listed above.
III –
APPOINTMENT OF AUDITORS
The Company has proposed the appointment of
BDO USA, LLP Certified Public Accountants (“BDO USA, LLP”), as auditors of the Company to hold office until the next
annual general meeting of shareholders of the Company or until a successor is appointed. It is proposed that the remuneration to be paid
to the auditors be fixed by the Board through the Audit Committee of the Board (the “Audit Committee”). BDO USA, LLP
was originally appointed as the Company’s auditors on June 24, 2015.
The Audit Committee recommends the appointment
of BDO USA, LLP as our auditors to hold office until the Company’s next annual general meeting of shareholders. The Audit Committee
proposes that the Board be authorized to fix the remuneration to be paid to the auditors.
Representatives from BDO USA, LLP are expected
to be present at the Meeting and they will have the opportunity to make a statement if they desire to do so and will be available to respond
to appropriate questions.
Principal Accountant Fees and Services
The following table presents fees for professional
services rendered by BDO USA, LLP for each of the last two fiscal years for the audit of the Company’s annual financial statements
and review of financial statements included in the Company’s filings and fees billed for other services rendered by BDO USA, LLP
during those periods.
Fiscal Year
Ending June 30,
|
|
Audit Fees(1)
($)
|
|
Audit Related Fees(2)
($)
|
|
Tax Fees(3)
($)
|
|
All Other Fees(4)
($)
|
2021
|
|
136,270
|
|
—
|
|
18,228
|
|
—
|
2020
|
|
118,500
|
|
—
|
|
23,210
|
|
—
|
|
(1)
|
“Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the
Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations
on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation,
such as comfort letters, consents, reviews of securities filings and statutory audits.
|
|
(2)
|
“Audit-Related Fees” include services that are traditionally performed by the auditor. These
audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal
control reviews and audit or attest services not required by legislation or regulation.
|
|
(3)
|
“Tax Fees” include fees for all tax services other than those included in “Audit Fees”
and “Audit-Related Fees.” This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax
advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical
advice from tax authorities. For the financial years ended June 30, 2021 and 2020, these tax services included the preparation of Canadian
and U.S. federal and state tax returns and tax planning and tax advice services.
|
|
(4)
|
“All Other Fees” includes all other non-audit services.
|
Pre-approval Policies
The Audit Committee’s policy has been
to pre-approve all audit, audit-related and non-audit services performed by our independent auditors and to subsequently review the actual
fees and expenses paid to our independent auditors. Accordingly, the Audit Committee pre-approved all audit, audit-related and non-audit
services performed by BDO USA, LLP and subsequently reviewed the actual fees and expenses paid to BDO USA, LLP. The Audit Committee has
determined that the fees paid to BDO USA, LLP for services are compatible with maintaining BDO USA, LLP’s independence as our auditors.
All of the services provided by BDO USA LLP during the year ended June 30, 2021, were approved by the Audit Committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Voting Procedures for Appointment of Auditor
The auditors must be appointed, and the approval
of the proposal that the auditor’s remuneration be fixed by the Board through the Audit Committee, must be passed by an affirmative
vote of a simple majority of the votes cast, either in person or by proxy, at the Meeting on this matter. Abstentions will not be counted
FOR or AGAINST the matter.
Management recommends a vote “FOR”
(i) the appointment of BDO USA, LLP as auditors of the Company to hold office until the next annual general meeting and (ii) the authorization
of the Board to fix their remuneration through the Audit Committee. Unless otherwise instructed, the proxies given pursuant to this solicitation
will be voted “FOR” (i) the appointment of BDO USA, LLP as auditors of the Company to hold office until the next annual general
meeting and (ii) the authorization of the Board to fix their remuneration through the Audit Committee.
CORPORATE
GOVERNANCE
Corporate governance relates to the activities
of the Board, the members of which are elected by and are accountable to the shareholders, and takes into account the role of the individual
members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. The Board is committed
to sound corporate governance practices that are both in the interest of its shareholders and contribute to effective and efficient decision
making. National Policy 58-201 Corporate Governance Guidelines (“NP 58-201”) establishes corporate governance
guidelines that apply to all Canadian public companies. The Company has reviewed its own corporate governance practices in light of these
guidelines. In certain cases, the Company’s practices comply with the guidelines; however, the Board considers some of the guidelines
not to be suitable for the Company at its current stage of development, and therefore, these guidelines have not been adopted at this
time. The Board will consider the matter in the future as the Company’s development progresses, and such guidelines may be applicable
to the Company’s then-level of development. National Instrument 58-101 (“NI 58-101”) mandates disclosure of corporate
governance practices for non-Venture Issuers in Form 58-101F1, which disclosure is set out below.
Director Independence
As of October 15, 2021, the Company’s
Board consists of Messrs. Smith, Beling, and Morris as well as Mmes. Wightman, Guerrero-Mahon, and Fenga. The Company utilizes the definition
of “independent” as it is set forth in Section 303A of the NYSE Listed Company Manual (“Section 303A”)
and National Instrument 52-110 Audit Committees (“NI 52-110”). Further, the Board considers all relevant facts
and circumstances in its determination of independence of all members of the Board (including any relationships). Currently, Messrs. Beling
and Morris and Mmes. Wightman, Guerrero-Mahon, and Fenga are considered independent directors.
At all times since the Company’s November
5, 2020, annual general meeting of shareholders, the Board has consisted of a majority of independent directors. NP 58-201 suggests that
the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent”
directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship”
with such company. “Material relationship” is defined as a relationship that could, in the view of a company’s board
of directors, reasonably interfere with the exercise of a director’s independent judgment. Of the proposed nominees for election
at the Meeting, one, being Mark A. Smith, is an “insider,” as a management director, and accordingly, is not considered by
the Board to be “independent.” The remaining five proposed nominees, being Messrs. Beling and Morris and Mmes. Wightman, Guerrero-Mahon,
and Fenga, are each considered by the Board to be “independent,” within the meaning of NI 52-110. Thus, assuming that all
the proposed nominees are elected as directors, the Board will continue to be composed of a majority of independent directors. The Board
previously determined that Joseph Carrabba, who served as a director of the Company until his retirement at the Company’s November
5, 2020, annual general meeting of shareholders, was independent.
The Chair of the Board is Mark A. Smith, who
is not independent. Michael J. Morris, who serves as the Company’s Lead Director, is independent. The independent directors do not
have regularly scheduled meetings in the absence of the non-independent directors and management but can do so on an ad hoc basis,
at the expense of the Company, as they see fit. The independent directors did not meet as a group, on a formal basis, without the non-independent
directors or management being present during the financial year ended June 30, 2021.
The Board created the Lead Director role as
an integral part of a leadership structure that promotes strong, independent oversight of NioCorp’s management and affairs. The
Lead Director, who must be independent, has the following primary responsibilities:
|
·
|
working
with the Chairman to develop and approve Board agendas and meeting schedules;
|
|
·
|
advising
the Chairman as to the quality, quantity, and timeliness of the information sent to the Board;
|
|
·
|
developing
agendas for and chairing executive sessions of the Board (in which the independent directors
meet without management); and
|
|
·
|
acting
as a liaison between the independent directors and the Chairman and CEO.
|
Michael J. Morris has served as the Lead Director
since November 2020.
In assessing Form 58-101F1 and making the foregoing
determinations, the circumstances of each director have been examined in relation to a number of factors, including discussions with each
director, a review of the résumés of the directors, and the corporate relationships and other directorships held by each
of them.
Board Meetings
The Board held a total of four meetings during
the fiscal year ended June 30, 2021. None of our directors attended fewer than 75% of the total number of Board meetings and meetings
of the committees on which the director served during the fiscal year ended June 30, 2021. Board members are not required to attend the
Company’s annual general meetings of shareholders. All then-serving directors, except for Mr. Carrabba, attended the Company’s
November 5, 2020, annual general meeting of shareholders.
The attendance record of each incumbent director
at full Board meetings and with respect to meetings of any committees of which he/she is a member held during the fiscal year ended June
30, 2021, either in person or by conference telephone, are as follows:
Name of Director
|
|
Full Board Meetings
(4 total)
|
|
Audit Committee
(4 total)
|
|
Safety and Sustainability Committee
(2 total)
|
|
Compensation Committee
(0 total) (1)
|
|
Mark A. Smith
|
|
4
|
|
N/A
|
|
2
|
|
N/A
|
|
David C. Beling
|
|
4
|
|
N/A
|
|
2
|
|
-
|
(1)
|
Michael J. Morris
|
|
4
|
|
4
|
|
N/A
|
|
-
|
(1)
|
Anna Castner Wightman
|
|
4
|
|
4
|
|
2
|
|
N/A
|
|
Nilsa Guerrero-Mahon
|
|
4
|
|
4
|
|
N/A
|
|
-
|
(1)
|
Fernanda Reda Fenga Viana Klamas
|
|
2
|
(2)
|
2
|
(3)
|
1
|
(3)
|
N/A
|
|
|
(1)
|
During the fiscal year ended June 30, 2021, the Compensation Committee did not meet; however, the Compensation
Committee did take action three times via unanimous written consent during this time period.
|
|
(2)
|
Ms. Fenga was appointed to the Board on December 11, 2020, and attended 100% of the Board meetings held
subsequent to that date.
|
|
(3)
|
Ms. Fenga was appointed to the Audit Committee and Safety and Sustainability Committee on December 11,
2020, and attended 100% of the Audit Committee and the Safety and Sustainability Committee meetings held subsequent to that date.
|
Mandate of the Board
The Board has a written mandate that provides
that the Board’s fundamental objective is the creation of shareholder value, including the protection and enhancement of the value
of the Company’s assets. The Board oversees the management of the Company’s affairs directly and through the operation of
its standing committees. In fulfilling its mandate, the Board, among other matters, is responsible for reviewing and approving the Company’s
overall business strategies and its annual business plan, reviewing and approving the annual corporate budget and forecast, reviewing
and approving significant capital investments outside the approved budget, reviewing major strategic initiatives to ensure that the Company’s
proposed actions accord with its stated shareholder objectives, reviewing succession planning, assessing management’s performance
against approved business plans and industry standards, reviewing and approving the financial statements, reports and other disclosure
issued to shareholders, ensuring the effective operation of the Board and safeguarding shareholders’ equity interests through the
optimum utilization of the
Company’s capital resources. The Board
also takes responsibility for identifying the principal risks of the Company’s business and for ensuring these risks are effectively
monitored and mitigated to the extent reasonably practicable. In keeping with its overall responsibility for the stewardship of the Company,
the Board is responsible for the integrity of the Company’s internal control and management information systems (primarily through
the Audit Committee) and for the Company’s policies respecting corporate disclosure and communications.
Position Descriptions
The Board has developed a written position description
for the Chairman of the Board and the Lead Director. The primary responsibilities of the Lead Director are set forth above under “Director
Independence.” To date, given the size of the Company and its stage of development, the Board does not believe that a formal written
position description for the position of the CEO is required, and that good business practices and the common law provide guidance as
to what is expected of the position.
The general duties of the CEO are as set forth
in the Smith Agreement (as described elsewhere in this Information Circular), which were developed by the Board, in consultation with
the CEO, at the time the Smith Agreement was entered into and set forth the expectations of the role and position to be fulfilled by the
CEO. Pursuant to the Smith Agreement, the Company (acting through the Board) has the ability to modify such duties as required, but it
has not found it necessary to do so.
The charters for each of the Compensation Committee
and the Safety and Sustainability Committee contain a general description of the roles and tasks required to be performed by the Chair
of the relevant committee.
Orientation and Continuing Education
The Board provides ad hoc orientation
for new directors. New non-management directors are briefed on the overall role of the Board, its committees and its directors, as well
as the Company’s strategic plans, short-, medium-, and long-term corporate objectives, current mineral properties and ongoing exploration
programs, business risks and mitigation strategies, corporate governance guidelines and existing Company policies when they become directors.
However, there is no formal orientation for new members of the Board, and this is considered to be appropriate, given the Company’s
size and current level of operations. If the growth of the Company’s operations and/or increased Board turnover warrants it, the
Board would consider implementing a formal orientation process.
The skills and knowledge of the Board as a whole
is such that no formal continuing education process is currently deemed required. The Board is comprised of individuals with varying backgrounds,
who have, both collectively, and in most cases individually, extensive experience in running and managing public companies in the natural
resource sector, and several directors are also directors of other resource companies. Board members are encouraged to communicate with
management, auditors and technical consultants to keep themselves current with industry trends and developments and changes in legislation,
with management’s assistance. The Company will pay the reasonable costs of attendance by directors at continuing education courses
and seminars with respect to corporate governance, directors’ duties and obligations and similar matters. Board members have full
access to the Company’s records.
Reference is made to the heading “I and
II – Number and Election of Directors,” under “Particulars of Matters to Be Acted Upon” in this Information Circular,
for a description of the principal occupations of the proposed nominees for election as members of the Board.
Board Committees
Our Board has established an Audit Committee,
a Compensation and Organization Committee, and a Safety and Sustainability Committee, each of which operates under a written charter that
has been approved by the Board.
Our Board has determined that the members of
the Audit Committee and Compensation Committee are independent directors under Section 303A and NI 52-110, including, in the case of all
of the members of our Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act. In making such
determination, the Board considered the relationships that each director has with our Company and all other facts and circumstances that
the Board deemed relevant in determining director
independence, including the beneficial ownership of our Common Shares by each director.
Audit Committee and Audit Committee Financial
Experts
Our Audit Committee is currently comprised of
Anna Castner Wightman, Michael J. Morris, Nilsa Guerrero-Mahon, and Fernanda Reda Fenga Viana Klamas. Our Board has determined that Mr.
Morris and Ms. Guerrero-Mahon are audit committee financial experts, as defined by the rules of the SEC. Further, all Audit Committee
members are financially literate as defined in NI 52-110. The Audit Committee was established in accordance with Section 3(a)(58)(A) of
the Exchange Act. During the fiscal year ended June 30, 2021, the Audit Committee met four times. A copy of the Audit Committee Charter
is available on the Company’s website at www.niocorp.com.
The Audit Committee’s general duties and
responsibilities are to:
|
·
|
oversee the accounting and financial reporting processes of the Company and the audit of its financial
statements, including: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and
regulatory requirements; and (iii) the external auditors’ qualifications and independence;
|
|
·
|
resolve disagreements (if any) between management and the external auditor regarding financial reporting;
|
|
·
|
serve as an independent and objective party to monitor the Company’s financial reporting processes
and internal control systems;
|
|
·
|
review and appraise the audit activities of the Company’s external auditors;
|
|
·
|
provide open lines of communication among the external auditors, financial and senior management and the
Board for financial reporting and control matters and meet periodically with management and with the external auditors;
|
|
·
|
review the annual and interim consolidated financial statements of the Company, including the related
notes, and management’s discussion and analysis thereof, for the purpose of recommending approval by the Board prior to release;
|
|
·
|
assist the Board in the discharge of its fiduciary responsibilities relating to the Company’s accounting
principles, reporting practices and internal controls;
|
|
·
|
provide oversight of the management of the Company in designing, implementing and maintaining an effective
system of internal controls;
|
|
·
|
report periodically its findings and recommendations to the Board; and
|
|
·
|
review and revise the Audit Committee Charter as necessary with the approval of the Board provided that
the Audit Committee Charter may be amended and restated from time to time without the approval of the Board to ensure that the composition
of the Audit Committee and the responsibilities and powers of the Audit Committee comply with the applicable laws and stock exchange rules.
|
The complete duties and responsibilities of
the Audit Committee are more particularly set out in the Audit Committee Charter.
Relevant Education and Experience of Audit
Committee Members
The education and experience of each member
of the Audit Committee relevant to the performance of his/her responsibilities as an Audit Committee member and, in particular, any education
or experience that would provide the member with the following items, are included in the Audit Committee members’ biographies as
set forth in “Particulars of Matters to Be Acted Upon – I and II – Number and Election of Directors,” above:
|
1.
|
an understanding of the accounting principles used by the Company to prepare its financial statements;
|
|
2.
|
the ability to assess the general application of such accounting principles in connection with the accounting
for estimates, accruals and reserves;
|
|
3.
|
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and
level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be
expected to be raised by the Company’s financial statements or experience actively supervising one or more persons engaged in such
activities;
|
|
4.
|
an understanding of internal controls and procedures for financial reporting; and
|
|
5.
|
an understanding of audit committee functions.
|
Reliance on Certain Exemptions
Since the commencement of the Company’s
most recently completed financial year, the Company has not relied on the exemptions in section 2.4 (De Minimis Non-audit Services),
3.2 (Initial Public Offerings), 3.4 (Events Outside Control of Member), 3.5 (Death, Disability or Resignation of Audit
Committee Member) of NI 52-110 or an exemption from NI 52-110, in whole or in part, granted by a securities regulator under Part 8
(Exemptions) of NI 52-110.
Reliance on the Exemption in subsection
3.3(2) or section 3.6
Since the commencement of the Company’s
most recently completed financial year, the Company has not relied on the exemptions in subsection 3.3(2) (Controlled Companies)
or section 3.6 (Temporary Exemption for Limited and Exceptional Circumstances).
Reliance on section 3.8
Since the commencement of the Company’s
most recently completed financial year, the Company has not relied upon section 3.8 (Acquisition of Financial Literacy) for any
of the audit committee members.
Audit Committee Oversight
Since the commencement of the Company’s
most recently completed financial year, there has not been a recommendation of the Audit Committee to nominate or compensate an external
auditor which was not adopted by the Board.
Audit Committee Report
The Company’s Audit Committee oversees
the Company’s financial reporting process on behalf of the Board. The Committee has three members, each of whom is “independent”
as determined under Rule 10A-3 of the Exchange Act and Section 303A and applicable Canadian rules and regulations. The Audit Committee
operates under a written charter adopted by the Board.
The Audit Committee assists the Board by (1)
overseeing the integrity of the Company’s financial reporting and internal control, (2) overseeing the independence and performance
of the Company’s independent auditors (3) and providing an avenue of communication between management, the independent auditors
and the Board.
In the course of conducting its oversight responsibilities
regarding the Company’s audited annual financial statements for the year ended June 30, 2021, the Audit Committee reviewed and discussed
the audited annual financial statements for the year ended June 30, 2021, which appear in the Company’s Annual Report to Shareholders,
with management and the Company’s independent auditors. The Audit Committee reviewed accounting principles, practices and judgments,
as well as the adequacy and clarity of the notes to the financial statements.
The Audit Committee reviewed the independence
and performance of the independent auditors who are responsible for expressing an opinion on the conformity of the audited financial statements
with accounting principles generally accepted in the United States and has discussed with the independent auditors the matters required
to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The Committee meets with the independent auditors
to discuss their audit plans, scope and timing on a regular basis, with or without management present. The Committee has received the
written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting
Oversight Board for independent auditor communications with audit committees concerning independence, as may be modified or supplemented,
and has discussed with BDO USA, LLP its independence from the Company.
Based on the reviews and discussions referred
to above, the Audit Committee recommended to the Board, and the Board approved, that the audited financial statements for the fiscal year
ended June 30, 2021, be included in the Company’s Annual Report filed on Form 10-K. The Committee and the Board have also recommended
the selection of BDO USA, LLP as independent auditors for the Company for the fiscal year ending June 30, 2022.
Submitted by:
Nilsa Guerrero-Mahon
Michael J. Morris
Anna Castner Wightman
Fernanda Reda Fenga Viana Klamas
Compensation Committee
The Board has established the Compensation Committee
and has adopted a written charter for the Compensation Committee. The overall purpose of the Compensation Committee is to act on behalf
of the Board and in the best interest of the Company’s shareholders to support the Company’s efforts to attract, retain, develop
and reward employees to achieve its annual and strategic objectives. The written charter for the Compensation Committee sets out the role
of the Chair of the Compensation Committee. The written charter does not provide for the delegation of the Compensation Committee’s
authority to other persons or committees. Pursuant to the NioCorp Developments Ltd. Long-Term Incentive Plan, as most recently approved
by shareholders on November 5, 2020 (the “2017 Amended Long-Term Incentive Plan”), however, the Compensation Committee
may delegate its powers, rights and duties under the plan to a committee of the Board or to other persons, subject to applicable law.
The Compensation Committee is comprised of Michael Morris as the Chairman, David Beling, and Nilsa Guerrero-Mahon. All members of the
Compensation Committee are independent. None of the members of our Compensation Committee has been one of our officers or employees at
any time. During the fiscal year ended June 30, 2021, the Compensation Committee did not meet; however, the Compensation Committee did
take action three times via Unanimous Written Consent during this time period. A copy of the Compensation Committee charter is available
on the Company’s website at www.niocorp.com.
The responsibilities of the Compensation Committee
generally include: (1) recommending compensation policies to the Board for approval and thereafter implementing such policies; (2) ensuring
the Company has programs in place to attract and develop management of the highest caliber and a process to provide for the orderly succession
of management; (3) assessing and reporting to the Board on the performance of the CEO; (4) reviewing the compensation of the CEO and other
officers and members of the Board and making recommendations in respect thereof to the Board; (5) reviewing and approving any proposed
amendments to the Company’s 2017 Amended Long-Term Incentive Plan; (6) making recommendations to the Board concerning equity compensation
grants; and (7) overseeing and considering the implications and risks associated with the Company’s compensation policies.
The Compensation Committee is responsible for
assisting the Board in monitoring, reviewing and approving compensation policies and practices of the Company and its subsidiaries and
administering the Company’s 2017 Amended Long-Term Incentive Plan. With regard to the CEO, the Compensation Committee is responsible
for reviewing and approving corporate goals and objectives relevant to the CEO’s compensation, evaluating the CEO’s performance
in light of those goals and objectives and making recommendations to the Board with respect to the CEO’s compensation level based
on this evaluation. In consultation with the CEO, the Compensation Committee makes recommendations to the Board on the framework of executive
remuneration and its cost and on specific remuneration packages for each of the directors and officers other than the CEO, including recommendations
regarding awards under equity compensation plans. For more information regarding the role of executive officers in determining or recommending
the amount or form of executive compensation, see “Executive Compensation” below.
The Compensation Committee also reviews executive
compensation disclosure before the Company publicly discloses the information. The Compensation Committee’s decisions are typically
reflected in consent resolutions.
The members of the Compensation Committee are
all current or former executive officers or directors of public companies in the mineral exploration, mining, and manufacturing sectors
and each has experience in reviewing and establishing compensation for executives in companies at a similar size and stage of development
as the Company. The Compensation Committee members’ collective skills and experience within the resource sector provides them with
an understanding of the Company’s success factors and risks and enables them to make decisions on the suitability of the Company’s
compensation policies and practices.
The Compensation Committee considers appropriate
compensation for directors and named executive officers reflecting the need to provide incentive and compensation for the time and effort
expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting
the compensation, the Compensation Committee reviews the performance of the non-executive officers in light of the Company's objectives
and considers other factors that may have impacted the success of the Company in achieving its objectives over the preceding year.
Compensation Committee
Interlocks and Insider Participation
During the fiscal year ended June 30, 2021,
Michael Morris, David Beling, and Nilsa Guerrero-Mahon served on the Compensation Committee. Joseph Carrabba also served as a member of
this committee until his retirement on November 5, 2020. None of these individuals was an employee or an officer of the Company during
the 2021 fiscal year, was formerly an officer of the Company, or had any relationship with the Company requiring disclosure under Item
404 of Regulation S-K. In addition, during the fiscal year ended June 30, 2021, none of our executive officers served on the compensation
committee or full board of any company for which any of Messrs. Morris or Beling or Ms. Guerrero-Mahon (or any of the Company’s
other directors) served as an executive officer.
Safety and Sustainability Committee
The Safety and Sustainability Committee is responsible
for assisting the Board in overseeing (i) the Company’s environmental, safety and health and corporate social responsibility policies
and programs and (ii) the Company’s environmental, safety and health and corporate social responsibility performance. The Safety
and Sustainability Committee is comprised of Anna Castner Wightman as the Chairperson, Mark Smith, David Beling, and Fernanda Reda Fenga
Viana Klamas. Effective February 4, 2021, the Committee voted to change its name from the Corporate Responsibility Committee to the Safety
and Sustainability Committee. There were two meetings of the Safety and Sustainability Committee during the fiscal year ended June 30,
2021, as planned Company activities in the Elk Creek Project area were minimal.
Nomination of Directors
The Company does not have a nominating committee,
and the Board as a whole is responsible for reviewing proposals for new nominees to the Board and conducting such background reviews,
assessments, interviews and other procedures as it believes necessary to ascertain the suitability of a particular nominee. The Board
believes that given the small size of the Board and preponderance of independent directors on the Board that a separately designated nominating
committee is not required to maintain Board independent oversight and ensure the selection of qualified nominees to the Board. Further,
the Board believes that discussing and selecting nominees with the entire Board provides a better assessment of nominees for future Board
cohesion. The selection of potential nominees are generally the result of recruitment efforts by individual Board members, including both
formal and informal discussions among Board members and with the CEO, and are usually based upon the desire to have a specific set of
skills or expertise included on the Board. The Board does not have a written policy with respect to the director nomination process.
The appointment of new directors (either to
fill vacancies or to add additional directors as permitted by applicable corporate legislation) or the nomination for election as a director
of a person not currently a director by the shareholders at an annual general meeting is carried out by the Board.
Ms. Fenga was recommended to the Board as a
candidate for director by the Chief Executive Officer.
Recommendations to the
Board
The Board will consider recommendations for
director nominees made by shareholders and others. For consideration by the Board, the nominating shareholder or other person must provide
the Company’s Vice President, General Counsel and Corporate Secretary John F. Ashburn, Jr., at the Company’s principal executive
offices, with information about the nominee, including the detailed background of the suggested candidate.
Outside of the participation of Mark A. Smith,
the CEO, on the Board as a director, no shareholder or shareholders holding 5% or more of the Company’s outstanding stock, either
individually or in aggregate, has recommended a nominee for election to the Board as of the date of this Information Circular.
Board Diversity
The Board has not adopted a written policy or
set targets relating to the identification and nomination of diverse directors or executive officers as it does not believe, at the present
time, that it is necessary for the Company to have a written policy. The Board is committed to nominating the best individuals with relevant
board and industry experience to fill director roles and executive officer positions. The Board believes that diversity is important to
ensure that Board members and senior management provide the necessary range of perspectives, experience and expertise required to achieve
the Company’s goals and strategic objectives. The Board recognizes that gender diversity is a significant aspect of diversity and
acknowledges the important role that women with appropriate and relevant skills and experience can play in contributing to diversity of
perspective in the boardroom and in senior management roles.
The Board reviews the general and specific criteria
applicable to candidates to be considered for nomination to the Board. The Board aims to maintain the composition of the Board in a way
that provides the best mix of skill and experience to guide the Company’s long-term strategy and ongoing business operations. Accordingly,
in searches for new directors or officers, the Board considers the level of gender and cultural representation and diversity within its
leadership ranks, and this is just one of several factors used in its search process.
Currently, the Company has three female board
members, representing 50% of the Company’s directors, and no female executive officers.
Assessments
The Board has traditionally monitored, but not
formally assessed, its performance or the performance of individual directors or committee members or their contributions. The Compensation
Committee has, as part of its mandate, the responsibility for evaluating the performance of the CEO and Chair of the Board. In the future,
the Compensation Committee may consider appropriate processes for evaluations of individual directors and may review the processes adopted
by similar sized public natural resource companies in order to assist it in this regard.
Board of Directors Tenure
The Board has not adopted policies imposing
an arbitrary term or retirement age limit in connection with individuals nominated for election as directors as it does not believe that
such a limit is in the best interests of the Company at this time. The Board annually reviews the composition of the Board, including
the age and tenure of individual directors. The Board strives to achieve a balance between the desire to have a depth of experience from
its members and the need for renewal and new perspectives.
Insider Participation and Other Relationships
Mark A. Smith, our CEO, is also a member of
our board of directors.
Since June 17, 2015, we have certain debt obligations
to Mr. Smith as more fully described under “Certain Relationships and Related Person Transactions.”
Ethical Business Conduct
The Board expects management to operate the
business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management
is expected to execute the Company’s business plan and to meet performance goals and objectives according to the highest ethical
standards.
In addition, directors and senior officers are
bound by the provisions of the Company’s Articles and the BCBCA, which set forth how any conflicts of interest are to be dealt with.
In particular, any director who has a material interest in a particular transaction is required to disclose such interest and to refrain
from voting with respect to the approval of any such transaction.
Code of Business Conduct and Ethics
Our Board has adopted a written Code of Business
Conduct and Ethics applicable to our employees, officers and directors, including those officers responsible for financial reporting.
The Code of Business Conduct and Ethics is available on our website at www.niocorp.com. If the Board amends the Code of Business Conduct
and Ethics or grants a waiver, including an implicit waiver, from the Code of Business Conduct and Ethics, the Company will disclose the
information on its internet website. The waiver information will remain on the website for at least twelve months after the initial disclosure
of such waiver. Given the current size of the Company workforce, and the lack of significant operations, the Board monitors compliance
through periodic discussions with executive management.
Board Role in Risk Oversight
Our Board is responsible for overseeing the
Company’s management of risk. The Board strives to effectively oversee the Company’s enterprise-wide risk management in a
way that balances managing risks with enhancing the long-term value of the Company for the benefit of the shareholders. The Board understands
that its focus on effective risk oversight is critical to setting the Company’s tone and culture towards effective risk management.
To administer its oversight function, the Board seeks to understand the Company’s risk philosophy by having discussions with management
to establish a mutual understanding of the Company’s overall appetite for risk. Our Board maintains an active dialogue with management
about existing risk management processes and how management identifies, assesses and manages the Company’s most significant risk
exposures. Our Board expects frequent updates from management about the Company’s most significant risks so as to enable it to evaluate
whether management is responding appropriately.
Our Board relies on each of its committees to
help oversee the risk management responsibilities relating to the functions performed by such committees. Our Audit Committee periodically
discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control
such exposures, including the Company’s risk assessment and risk management policies. Our Compensation Committee helps the Board
to identify the Company’s exposure to any risks potentially created by our compensation programs and practices. Each of these committees
is required to make regular reports of its actions and any recommendations to the Board, including recommendations to assist the Board
with its overall risk oversight function.
Board Leadership Structure
The Board has reviewed the Company’s current
Board leadership structure in light of the composition of the Board, the Company’s size, the nature of the Company’s business,
the regulatory framework under which the Company operates, the Company’s shareholder base, the Company’s peer group and other
relevant factors. Considering these factors, the Board has determined not to have a separate CEO and Chairman of the Board and to have
a separate Lead Director who is independent. The Chairman of the Board is a non-executive position. The Board has determined that this
structure is currently the most appropriate Board leadership structure for the Company. The Board noted the following factors in reaching
its determination:
|
·
|
The Board acts efficiently and effectively under its current structure.
|
|
·
|
The structure of the same individual
holding the positions of CEO and Chairman of the Board, with a separate, independent Lead Director, puts the Company in the best position
to efficiently handle major issues facing
|
|
|
the Company on a day-to-day and long-term basis, while ensuring that the Board is in the best
position to have an independent director identify key risks and developments facing the Company and to have those risks and developments
brought promptly to the Board’s attention.
|
|
·
|
This structure eliminates the potential for confusion and duplication of efforts at the highest executive
level.
|
|
·
|
Companies within the Company’s peer group utilize similar Board structures.
|
Fiscal 2021 Director Compensation
For fiscal year 2021, the Company had six directors,
one of which is also a named executive officer, Mr. Smith. For a description of the compensation paid to Mr. Smith, see “Fiscal
2021 Summary Compensation Table” below.
The following table sets forth all compensation
the Company granted to our directors, other than Mark A. Smith, for the fiscal year ended June 30, 2021:
Name
|
|
|
Option Awards
($)
|
|
Total
($)
|
Joseph Carrabba
|
|
(1
|
)
|
|
$
|
59,150
|
(2)
|
|
$
|
59,150
|
|
David C. Beling
|
|
|
|
|
|
59,150
|
(2)
|
|
|
59,150
|
|
Michael J. Morris
|
|
|
|
|
|
59,150
|
(2)
|
|
|
59,150
|
|
Anna Castner Wightman
|
|
|
|
|
|
59,150
|
(2)
|
|
|
59,150
|
|
Nilsa Guerrero-Mahon
|
|
|
|
|
|
70,980
|
(2)
|
|
|
70,980
|
|
Fernanda Reda Fenga Viana Klamas
|
|
|
|
|
|
105,860
|
(3)
|
|
|
105,860
|
|
|
(1)
|
Mr. Carrabba retired from the Board concurrent with the expiration of his term on November 5, 2020.
|
|
(2)
|
Reflects the grant date fair value of the Option awards granted during the 2021 fiscal year, consisting
of 300,000 Options for Ms. Geurrero-Mahon and 250,000 Options for each remaining Board member, in each case at an exercise price of $0.64
per share (using a spot exchange rate of C$1.3186 to US$1.00) on September 18, 2020, computed in accordance with Financial Accounting
Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. Assumptions used in the calculation of these
amounts are described in Note 9 in the Company’s consolidated financial statements included in the Company’s Annual Report
on Form 10-K for the fiscal year ended June 30, 2021.
|
|
(3)
|
Reflects the grant date fair value of the 500,000 Option awards granted during the 2021 fiscal year to
Ms. Fenga, at an exercise price of $0.59 per share (using a spot exchange rate of C$1.2753 to US$1.00) on December 16, 2020, computed
in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 9 in the Company’s
consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
|
For the fiscal year ended June 30, 2021, the
directors of the Company did not receive any cash fees for serving on the Board. The directors of the Company have no standard compensation
arrangements, or any other arrangements, with the Company, except as herein disclosed. Option grants are determined by the Compensation
Committee on a discretionary basis each year. Executive officers of the Company who also act as directors of the Company do not receive
any additional compensation for services rendered in such capacity. See “Fiscal 2021 Summary Compensation Table” below.
The aggregate number of Option awards outstanding
at the end of fiscal year 2021 for each non-employee director who served during fiscal 2021 was as follows: Mr. Carrabba, -nil- Options;
Mr. Beling, 1,050,000 Options; Mr. Morris, 1,150,000 Options; Ms. Wightman, 1,550,000 Options; Ms. Guerrero-Mahon, 1,100,000 Options;
and Ms. Fenga, 500,000 Options. As of October 15, 2021, all the above Options were 100% vested.
Communications with Directors
We have not adopted a formal process for shareholder
communications with the Board. We believe it is appropriate not to have a formal process for shareholder communications with the Board
because historically we have received such shareholder communications very infrequently. Nevertheless, we have tried to ensure that the
views of shareholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to shareholders
in a timely manner. We believe our responsiveness to shareholder communications to the Board has been good. A shareholder may submit any
communication with directors to us at our corporate offices, to the attention of John F. Ashburn, Jr., Vice President, General Counsel
and Corporate Secretary.
EXECUTIVE
OFFICERS
As of October 15, 2021, the executive officers
of the Company, their ages, their business experiences and their principal occupations during the past five years were as follows:
Name
|
|
Age
|
|
Position
|
|
Date of Appointment
|
Mark A. Smith
|
|
62
|
|
CEO, President, Executive Chairman and Director
|
|
CEO and Director:
September 23, 2013
President and Executive Chairman: May 31, 2015
|
Neal Shah
|
|
47
|
|
CFO
|
|
July 1, 2016
|
Scott Honan
|
|
50
|
|
Chief Operating Officer
|
|
May 6, 2014
|
John Ashburn, Jr.
|
|
66
|
|
Vice President, General Counsel and Corporate Secretary
|
|
April 2, 2015
|
Jim Sims
|
|
60
|
|
Vice President, External Affairs
|
|
November 2, 2015
|
Executive officers serve at the pleasure of
the Board. The following sets forth a brief description of the business experience of each executive officer of the Company:
Mark Smith – Executive Chairman,
Director, President and Chief Executive Officer
Please see the description of Mr. Smith’s
business experience under “Particulars of Matters to Be Acted Upon — I and II – Number and Election of Directors,”
above.
Neal Shah – Chief Financial Officer
Mr. Shah joined NioCorp in September 2014 as
Vice President of Finance, and now serves as the Company’s CFO. Mr. Shah served as Finance Manager at Covidien Ltd., a medical device
company since acquired by Medtronic, from May 2014 through September 2014. From April 2011 until May 2014, he held the positions of Senior
Manager of Corporate Development and M&A and more recently the Director of Strategy and Business Planning at Molycorp. Mr. Shah graduated
from the University of Colorado with a BSc in Mechanical Engineering in 1996, and from Purdue University with an MBA in 2002. Since the
completion of his MBA, Mr. Shah also held key finance roles with Intel Corporation and IBM.
Scott Honan – Chief Operating Officer
Mr. Honan joined NioCorp in May 2014 as Vice
President, Business Development, and effective July 1, 2020, now serves as the Company’s Chief Operating Officer. He also serves
as President of Elk Creek Resources Corporation, the NioCorp subsidiary that is developing the Elk Creek Project in Nebraska. Prior to
his work at NioCorp, Mr. Honan served in several leadership capacities at Molycorp from February 2001 until May 2014, including as Vice
President/Director Health, Environment, Safety and Sustainability and General Manager and Environmental Manager from July 2011 to May
2014. With over 28 years of experience in the gold and rare earth industries, Mr. Honan is a graduate of Queen’s University in Mining
Engineering in both Mineral Processing (B.Sc. Honors) and Environmental Management (M.Sc.) disciplines.
John Ashburn, Jr. – Vice President,
General Counsel and Corporate Secretary
An attorney with 40 years of experience, including
30 years in extractive industries, Mr. Ashburn joined NioCorp in January 2015 and was appointed to Vice President, General Counsel and
Corporate Secretary in April 2015. Since April 2018, Mr. Ashburn has also served as the Chief Legal Officer of International Battery Metals,
Inc. He served as Vice President, Chief Legal Officer and a member of the Board of Directors of Simbol, Inc., a privately held development
stage Lithium production company, from May 2013 until January 2015, and was Executive Vice President and General Counsel of Molycorp from
December 2008 until April 2013. Prior to that, he held senior legal
positions with Chevron and Unocal. Mr. Ashburn
holds a Juris Doctorate from Northern Illinois University, School of Law.
Jim Sims - Vice President, External Affairs
Mr. Sims has more than 28 years of experience
in devising and executing marketing, media relations, public affairs, and investor relations operations for companies in the mining, chemical,
manufacturing, utility, and renewable energy sectors. He joined NioCorp in November 2015, after serving for more than five years as Director
(and then Vice President) of Corporate Communications for Molycorp from March 2010 through November 2015. Since May 2016, Mr. Sims has
also served as Director of Investor and Public Relations for IBC. Mr. Sims was President and CEO of Policy Communications, Inc. from 1998
until 2010, and served as White House Director of Communications for the Energy Policy Development Group. A former U.S. Senate Chief of
Staff, he is the co-founder and former Executive Director of the Geothermal Energy Association, and he has served as Board Chairman of
the Rare Earth Technology Alliance. He is an honors graduate of Georgetown University.
EXECUTIVE
COMPENSATION
The following table sets out the compensation
for the fiscal years ended June 30, 2021 and 2020 for the individual who served as the Company’s CEO during fiscal year 2021, as
well as the Company’s three other most highly compensated executive officers other than the CEO who were serving at the end of the
last fiscal year, including two executive officers who were equally compensated (collectively, the “named executive officers”):
Fiscal 2021 Summary Compensation Table
Name and Principal Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Option
Awards (1)
($)
|
|
Total
($)
|
Mark A Smith, Chief Executive Officer, President (2)
|
|
|
2021
|
|
|
$
|
297,000
|
|
|
$
|
105,820
|
|
|
$
|
402,820
|
|
|
|
|
2020
|
|
|
$
|
292,500
|
|
|
$
|
—
|
|
|
$
|
292,500
|
|
Scott Honan, Chief Operating Officer (3)
|
|
|
2021
|
|
|
$
|
260,000
|
|
|
$
|
52,910
|
|
|
$
|
312,910
|
|
|
|
|
2020
|
|
|
$
|
243,750
|
|
|
$
|
—
|
|
|
$
|
243,750
|
|
Neal Shah, Chief Financial Officer
|
|
|
2021
|
|
|
$
|
220,000
|
|
|
$
|
52,910
|
|
|
$
|
272,910
|
|
|
|
|
2020
|
|
|
$
|
216,667
|
|
|
$
|
—
|
|
|
$
|
216,667
|
|
Jim Sims, Vice President External Affairs
|
|
|
2021
|
|
|
$
|
220,000
|
|
|
$
|
52,910
|
|
|
$
|
272,910
|
|
|
|
|
2020
|
|
|
$
|
216,667
|
|
|
$
|
—
|
|
|
$
|
216,667
|
|
|
(1)
|
Reflects the grant date fair value of the Options granted during the reported fiscal years. Fiscal year
2021 grants consisted of 500,000 Options for Mr. Smith and 250,000 Options for each of Messrs. Honan, Shah and Sims, in each case at an
exercise price of $0.59 per share (using a spot exchange rate of C$1.2757 to US$1.00) on December 14, 2020. Grant date fair values were
computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 9 in the Company’s
consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
These Options were fully vested on the grant date and generally remain exercisable until three years after the grant date.
|
|
(2)
|
Disclosed amounts paid to entities controlled by Mr. Smith, as further described below under “Employment
Agreements.”
|
|
(3)
|
Promoted to Chief Operating Officer effective July 1, 2020. Previously served as Vice President, Business
Development.
|
Narrative Disclosure to Summary Compensation
Table
Compensation Governance
The Company’s Compensation Committee determines
an appropriate amount of compensation for the Company’s executives, reflecting the need to provide incentives and compensation for
the time and effort expended by the executives while taking into account the financial and other resources of the Company. The Compensation
Committee has the authority to engage and compensate, at the expense of the Company, any outside advisor that it determines to be necessary
to permit it to carry out its duties (including compensation consultants and advisers), but it did not retain any such outside consultants
or advisors during the fiscal year ended June 30, 2021.
Compensation Program Design
The Board, in conjunction with the Compensation
Committee, determines compensation and rewards to senior management on the basis of individual and corporate performance, both in the
short term and the long term, while at the same time being mindful of the responsibility that the Company has to its shareholders. In
general, the Compensation Committee considers that its compensation program should be relatively simple in concept, given the current
stage of the Company’s development, and that its focus should be balanced between reasonable current compensation and longer-term
compensation tied to performance of the Company as a whole.
The Compensation Committee has not established
a formal set of benchmarks or performance criteria to be met by the Company’s named executive officers; rather, the members of the
Compensation Committee use their own subjective assessments of the level of success of the Company to determine, collectively, whether
or not the named executive officers are successfully achieving the Company’s business plan and strategy and the degree to which
they have performed in that regard. The Compensation Committee has not established any set or formal formula for determining named executive
officer compensation, either as to the amount thereof or the specific mix of compensation elements, and compensation (and adjustments
from time to time) is set through informal discussions at the Compensation Committee level.
Key Elements of Named Executive Officer
Compensation
Base Salaries
The members of the Compensation Committee use
their own experience and familiarity with the industry, and consider the factors described above, to determine what they believe to be
reasonable base salaries for our named executive officers. The base salaries of the named executive officers are set at levels which are
considered by the members of the Compensation Committee to be competitive, thereby enabling the Company to compete for and retain executives
critical to the long-term success of the Company. Initially, base salaries (or, for Mr. Smith, base consulting fees) are set through negotiation
when executive officers join the Company (with direct input from the Compensation Committee) and are subsequently reviewed each fiscal
year to determine if adjustments are required. The Compensation Committee approved a 10% increase in each named executive officer’s
salary effective September 1, 2019. No further adjustments were made to the named executive officers’ base salaries during the 2021
fiscal year, except that Mr. Honan’s annual base salary rate was increased from $247,500 to $260,000 on July 1, 2020, in connection
with his promotion to the position of Chief Operating Officer. Salaries for executive officers remained flat from 2013 through September
2019, except for increases supported by additional job responsibilities and/or job promotions.
Bonus Compensation
The Board has discretion, where deemed appropriate
and financially affordable for the Company, to grant a cash bonus to a named executive officer based on the performance of both the individual
named executive officer and the Company. No such cash bonuses were granted to any named executive officer during fiscal 2021.
Option-Based Awards
The incentive portion of each named executive
officer’s compensation package consists primarily of Options awarded under the 2017 Amended Long-Term Incentive Plan. Share ownership
opportunities through the grant of Options are provided to align the interests of senior management of the Company with the longer-term
interests of the shareholders of the Company.
The 2017 Amended Long-Term Incentive Plan is
administered by the Compensation Committee, and is intended to advance the interests of the Company through the motivation, attraction
and retention of officers and other key employees, directors and consultants of the Company and affiliates of the Company and to secure
for the Company and its shareholders the benefits inherent in the ownership of Common Shares of the Company by officers and other key
employees, directors and consultants of the Company and affiliates of the Company. Grants of Options under the 2017 Amended Long-Term
Incentive Plan are proposed/recommended by the CEO and reviewed by the Compensation
Committee. The Compensation Committee can approve,
modify or reject any proposed grants, in whole or in part. In general, the allocation of available Options among the eligible participants
in the 2017 Amended Long-Term Incentive Plan is on an ad hoc basis, and there is no set formula for allocating available Options, nor
is there any fixed benchmark or performance criteria to be achieved in order to receive an award of or vest in Options.
The Compensation Committee does not consider
the accounting value of any such Option grants in determining the number of Options to award to any individual, as any such “value”
is an accounting measure that is not relevant to incentivizing the individual. The timing of the grants of Options is determined by the
Compensation Committee, and there is no regular interval for the awarding of Option grants. In general, a higher level of responsibility
will result in a larger grant of Options. Because the number of Options available is limited, in general, the Compensation Committee aims
to have individuals at what it subjectively considers to be the same levels of responsibility holding equivalent numbers of Options, with
additional grants being allocated for individuals who the Compensation Committee believes are in a position to more directly affect the
success of the Company through their efforts.
The Compensation Committee looks at the overall
number of Options held by an individual (plus the exercise prices and remaining terms of existing Options and whether any previously granted
Options have expired out of the money or were exercised) and takes such information into consideration when reviewing proposed new grants.
After considering the CEO’s recommendations and the foregoing factors, the resulting proposed Option grant (if any) is then submitted
to the Board for approval.
During the fiscal year ended June 30, 2021,
the Compensation Committee approved all recommendations for the grant of Options proposed by management, and the named executive officers
were granted the following number of Options effective December 14, 2020, each with an exercise price per share of C$0.75 ($0.59 per share,
using a spot exchange rate of C$1.2757 to US$1.00 on December 14, 2020): Mr. Smith, 500,000 Options; Mr. Honan, 250,000 Options; Mr. Shah,
250,000 Options; and Mr. Sims, 250,000 Options. These Options were fully vested on the grant date and generally remain exercisable until
five years after the grant date.
Employment Agreements
The Company and KMSmith, LLC (“KMSmith”),
an entity controlled by Mark Smith, entered into a Consulting Agreement effective September 23, 2013 (as amended, the “Smith
Agreement”). On August 31, 2020, the Company, KMSmith and 76 Resources, Inc., an entity controlled by Mr. Smith, entered into
a Contract Assignment and Novation Agreement, pursuant to which KMSmith assigned all of its rights under the Smith Agreement to 76 Resources,
Inc. and 76 Resources, Inc. assumed all of KMSmith’s obligations under the Smith Agreement by novation. On August 1, 2021, the Company,
76 Resources, Inc. and 76 Resources, LLC, an entity controlled by Mr. Smith, entered into a Contract Assignment and Novation Agreement,
pursuant to which 76 Resources, Inc. assigned all of its rights under the Smith Agreement to 76 Resources, LLC and 76 Resources, LLC assumed
all of 76 Resources, Inc.’s obligations under the Smith Agreement by novation. Under the terms of the Smith Agreement, 76 Resources,
LLC (as ultimate successor in interest to KMSmith), through Mr. Smith, performs the duties and responsibilities of the Chief Executive
Officer of the Company and related services, for an indefinite term at a base rate of $297,000 per year, generally payable in equal monthly
installments of $24,750. Any bonuses and incentive payments are payable at the discretion of the Board. Mr. Smith is eligible to receive
Options under the 2017 Amended Long-Term Incentive Plan, as determined by the Board.
The Company may terminate the Smith Agreement
at any time without notice or payment if (1) 76 Resources, LLC commits a material breach of the Smith Agreement (subject to a cure period
in certain circumstances), (2) Mr. Smith dies or becomes permanently disabled, or (3) certain other “for cause” scenarios
occur (as further described in the Smith Agreement). In the event the Smith Agreement is terminated by the Company for any other reason
or if 76 Resources, LLC terminates the Smith Agreement on the occurrence of a Triggering Event, the Company shall pay 76 Resources, LLC
a lump sum termination fee equal to the annual salary in effect at the termination date as well as the average of any annual bonuses or
other cash incentive payments for two calendar years immediately preceding the year the termination occurs. A Triggering Event is defined
as: a substantial change in the nature of services to be performed by 76 Resources, LLC; a material breach by the Company of the Smith
Agreement that is not remedied within 30 days of notice; the cessation of the Company as a going concern; the failure of the Company to
pay a material amount due pursuant to the Smith Agreement within 30 days of the due date; or a material reduction in salary or any other
form of compensation payable by the Company to 76 Resources, LLC, except where all senior executives or
consultants of the Company are subject to relatively
similar reductions in such values. 76 Resources, LLC may terminate the Smith Agreement for a reason other than a Triggering Event on 90
days’ written notice and, should the Company immediately accept such termination notice, it shall pay 76 Resources, LLC the sum
of $69,904. Should a change of control of the Company occur (as that term is defined in the Smith Agreement) and, within one year, either
a Triggering Event occurs and 76 Resources, LLC terminates the Smith Agreement or 76 Resources, LLC’s engagement is terminated by
the Company under circumstances that would give rise to a termination payment in the absence of a change of control, then 76 Resources,
LLC shall be entitled to receive an amount equal to the annual salary in effect at the termination date as well as the average of any
annual bonuses or other cash payments for two calendar years immediately preceding the year the termination occurs. In the event 76 Resources,
LLC is entitled to a termination payment with respect to a change of control, any Options previously granted to Mr. Smith shall become
fully vested and shall remain exercisable for the original term of grant despite a termination of 76 Resources, LLC. Termination payments
under the Smith Agreement are generally contingent on a release of claims by 76 Resources, LLC. The Smith Agreement also includes customary
confidentiality and six-month employee non-solicitation provisions.
If the Smith Agreement is terminated by the
Company for any reason other than as set out in the Smith Agreement, if 76 Resources, LLC terminates the Smith Agreement on the occurrence
of a Triggering Event, or should a change of control of the Company occur and within one year, either a Triggering Event occurs and 76
Resources, LLC terminates the Smith Agreement or 76 Resources, LLC’s engagement is terminated without the occurrence of a Triggering
Event, effective as of June 30, 2021, 76 Resources, LLC (as ultimate successor in interest to KMSmith) would have been entitled to a payment
of $297,000.
No other named executive officer (whether individually
or through an entity) is party to an employment or similar agreement or arrangement with the Company.
Stock Options Under the 2017 Amended Long-Term
Incentive Plan
In accordance with the 2017 Amended Long-Term
Incentive Plan, the Company granted Options to its named executive officers during the Company’s 2021 fiscal year; no other equity-based
awards were granted to the named executive officers during the 2021 fiscal year.
The following table sets forth the outstanding
equity awards for each named executive officer at June 30, 2021. The Company has not granted full value stock-based awards to any of its
named executive officers.
Outstanding Equity Awards at 2021 Fiscal Year-End
|
|
Option Awards
|
Name
|
|
Grant Date
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
Option
Exercise
Price ($)(1)
|
|
Option
Expiration
Date
|
Mark A. Smith
|
|
3/6/2017
|
|
650,000
|
|
—
|
|
0.61
|
|
3/6/2022
|
|
|
11/9/2017
|
|
750,000
|
|
—
|
|
0.38
|
|
11/9/2022
|
|
|
11/15/2018
|
|
750,000
|
|
—
|
|
0.44
|
|
11/15/2023
|
|
|
12/14/2020
|
|
500,000
|
|
—
|
|
0.61
|
|
12/14/2023
|
Total
|
|
|
|
2,650,000
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Neal Shah
|
|
3/6/2017
|
|
400,000
|
|
—
|
|
0.61
|
|
3/6/2022
|
|
|
11/9/2017
|
|
255,000
|
|
—
|
|
0.38
|
|
11/9/2022
|
|
|
11/15/2018
|
|
350,000
|
|
—
|
|
0.44
|
|
11/15/2023
|
|
|
12/14/2020
|
|
250,000
|
|
—
|
|
0.61
|
|
12/14/2023
|
Total
|
|
|
|
1,255,000
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott Honan
|
|
3/6/2017
|
|
400,000
|
|
—
|
|
0.61
|
|
3/6/2022
|
|
|
11/9/2017
|
|
300,000
|
|
—
|
|
0.38
|
|
11/9/2022
|
|
|
11/15/2018
|
|
350,000
|
|
—
|
|
0.44
|
|
11/15/2023
|
|
|
12/14/2020
|
|
250,000
|
|
—
|
|
0.61
|
|
12/14/2023
|
Total
|
|
|
|
1,300,000
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jim Sims
|
|
3/6/2017
|
|
400,000
|
|
—
|
|
0.61
|
|
3/6/2022
|
|
|
11/15/2018
|
|
350,000
|
|
—
|
|
0.44
|
|
11/15/2023
|
|
|
12/14/2020
|
|
250,000
|
|
—
|
|
0.61
|
|
12/14/2023
|
Total
|
|
|
|
1,000,000
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total for all Named Executive Officers:
|
|
6,205,000
|
|
—
|
|
|
|
|
|
(1)
|
Based on a spot exchange rate of C$1.2394 to US$1.00 on June 30, 2021.
|
Retirement Plan Benefits
Each named executive officer is eligible to
participate in the Company’s 401(k) savings plan, which is designed to reward continued employment with the Company and assist participants
with financial preparation for retirement. All amounts credited under the 401(k) savings plan relate to participant contributions. The
Company does not currently make matching or other contributions to the 401(k) savings plan.
Termination and Change of Control Benefits
Except as described above, the Company has not
entered into any plans or arrangements in respect of remuneration received or that may be received by the named executive officers in
respect of compensating such officers or directors in the event of a change of control, termination of employment (as a result of resignation,
retirement, change of control, etc.) or a change in responsibilities following a change of control. Options are generally subject to clawback
provisions, and provide for post-employment exercise periods, pursuant to the terms of such awards and the Option Plan or 2017 Amended
Long-Term Incentive Plan, as applicable.
EQUITY
COMPENSATION PLANS
The Company has maintained equity compensation
plans under which Options have been granted. Option grants have been determined by the Company’s directors and are only provided
in compliance with applicable laws and regulatory policy. The following information is provided with respect to compensation plans (including
individual compensation arrangements) under which equity securities were authorized for issuance as of June 30, 2021.
Equity Compensation Plan Information
|
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options, Warrants, and Rights
|
Weighted-Average
Exercise Price of Outstanding
Options, Warrants,
and Rights(2)
|
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Second Column)
|
|
Equity Compensation Plans Approved by Security Holders (1)
|
15,965,000
|
C$ 0.65
|
9,672,993(3)
|
|
Equity Compensation Plans Not Approved by Security Holders
|
-
|
-
|
-
|
|
Total(4)
|
15,965,000
|
C$ 0.65
|
9,672,993(3)
|
|
|
(1)
|
Represents Options granted pursuant to the Company’s 2016 Incentive Stock Option Plan, including
as amended or amended and restated to date (the “Option Plan”), and the 2017 Amended Long-Term Incentive Plan.
|
|
(2)
|
Or $0.52 per share, based on a spot exchange rate of C$1.2394 to US$1.00 as of June 30, 2021.
|
|
(3)
|
Generally, the aggregate number of Common Shares reserved for issuance to participants under the 2017
Amended Long-Term Incentive Plan, together with all other security based compensation arrangements of the Company, including with respect
to Options outstanding under the Option Plan, may not exceed 10% of the issued and outstanding Common Shares from time to time, and the
Common Shares reserved for issuance upon settlement of share units shall not exceed 5% of the issued and outstanding Common Shares from
time to time. Further, and subject to the adjustment provisions of the 2017 Amended Long-Term Incentive Plan, the aggregate number of
Common Shares actually issued or transferred by the Company upon the exercise of Options that are intended to qualify as “incentive
stock options” under Section 422 of the United States Internal Revenue Code granted under the 2017 Amended Long-Term Incentive Plan
will not exceed 23,811,009 Common Shares, provided that such limit will increase by 3,000,000 Common Shares on each of November 5, 2021
and November 5, 2022, subject to the aggregate share limitations set forth in the 2017 Amended Long-Term Incentive Plan. Common Shares
subject to any grant (or any portion thereof) that are issued upon exercise or settlement, forfeited, surrendered, cancelled, unearned
or otherwise terminated will again be available for grant under the 2017 Amended Long-Term Incentive Plan.
|
|
(4)
|
As of the date of this Information Circular there are: (i) 15,225,000 outstanding securities awarded under
the Option Plan and 2017 Amended Long-Term Incentive Plan representing 5.9% of the Company’s currently issued and outstanding Common
Shares; and (ii) 10,686,836 remaining securities available for grant representing 4.1% of the Company’s currently issued and outstanding
Common Shares.
|
Description of the 2017 Amended
Long-Term Incentive Plan
On November 5, 2020, NioCorp’s shareholders
approved the adoption of the 2017 Amended Long-Term Incentive Plan.
The following table presents the burn rates for the 2017
Amended Long-Term Incentive Plan since inception:
Fiscal Year
Ending June 30
|
|
Number of awards granted
|
|
Weighted average number of Common Shares outstanding
|
|
Burn rate
|
2021
|
|
3,700,000
|
|
241,967,116
|
|
1.5%
|
2020
|
|
0
|
|
234,610,126
|
|
0.0%
|
2019
|
|
4,445,000
|
|
223,160,189
|
|
2.0%
|
General Description of the Plan
Administration
The 2017 Amended Long-Term Incentive Plan is
generally administered by the Board, which has full and complete discretionary authority to, among other things, and subject to the express
limitations under the 2017 Amended Long-Term Incentive Plan: (1) interpret the 2017 Amended Long-Term Incentive Plan and grant agreements
thereunder; (2) determine the eligible persons who may receive grants under the 2017 Amended Long-Term Incentive Plan and the terms of
such grants (including the number of Common Shares subject to such grants or the value of such grants and the applicable vesting conditions);
and (3) amend the terms of a grant agreement or other documents evidencing grants.
The Board may, in its discretion, but subject
to applicable law and stock exchange requirements, delegate its powers under the 2017 Amended Long-Term Incentive Plan to a committee
of the Board, or to a person or persons, as it may determine from time to time. However, the Board will not delegate any such powers with
respect to the grant, amendment, administration or settlement of any award to the extent delegation is not consistent with applicable
law or stock exchange requirements, and provided that the composition of the committee of the Board, person or persons, as the case may
be, will comply with applicable law and stock exchange requirements. Further, provided it complies with 2017 Amended Long-Term Incentive
Plan, the Board may appoint or engage a trustee, custodian or administrator to administer or implement the 2017 Amended Long-Term Incentive
Plan or any aspect of it.
Eligibility
Under the 2017 Amended Long-Term Incentive Plan,
the Board may in its discretion from time-to-time grant Options and share units (in the form of RSUs and PSUs) to directors, employees
and certain other service providers (as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected
by the Board.
Share Limits
Subject to adjustment as described in the 2017
Amended Long-Term Incentive Plan, the aggregate number of Common Shares that may be reserved for issuance to participants under the 2017
Amended Long-Term Incentive Plan, together with all other security based compensation arrangements of the Company, including with respect
to Options outstanding under the Option Plan, may not exceed 10% of the issued and outstanding Common Shares from time to time, and the
Common Shares reserved for issuance upon settlement of share units shall not exceed 5% of the issued and outstanding Common Shares from
time to time. The 2017 Amended Long-Term Incentive Plan limits the maximum number of Common Shares issued to insiders (as defined under
TSX rules for this purpose) within any one-year period, or issuable to insiders at any time, in the aggregate, under all security based
compensation arrangements (including the 2017 Amended Long-Term Incentive Plan) to 10% of the then issued and outstanding Common Shares.
The 2017 Amended Long-Term Incentive Plan also limits the aggregate number of Common Shares that may be reserved for issuance to any one
participant under the 2017 Amended Long-Term Incentive Plan, together with all other security-based compensation arrangements of the Company,
to 5% of the then issued and outstanding Common Shares (on a non-diluted basis). Further, and subject to the adjustment provisions of
the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the
exercise of Incentive Stock Options (as defined below) will not exceed 23,811,009 Common Shares. However, such Incentive Stock Option
limit will increase by 3,000,000 Common Shares on each of the first and second anniversary of the effective date of the 2017 Amended Long-Term
Incentive Plan, subject to the aggregate Common Share limitation under the plan.
For purposes of computing the total number of
Common Shares available for grant under the 2017 Amended Long-Term Incentive Plan or any other security-based compensation arrangement
of the Company, Common Shares subject to any grant (or any portion thereof) that are issued upon exercise or settlement, forfeited, surrendered,
cancelled, unearned or otherwise terminated will again be available for grant under the 2017 Amended Long-Term Incentive Plan.
Subject to applicable law and stock exchange
requirements, in the event of any change in or impact to the Common Shares by reason of any dividend (other than dividends in the ordinary
course), split, recapitalization, reclassification, amalgamation, arrangement, merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities,
combination or exchange of Common Shares or distribution of rights to holders of Common Shares or any other relevant changes to or impact
to the authorized or issued capital of the Company, if the Board determines that an equitable adjustment should be made, such adjustment
shall be made by the Board to (1) the number of Common Shares subject to the 2017 Amended Long-Term Incentive Plan, (2) the securities
into which the Common Shares are changed or are convertible or exchangeable, (3) any Options then outstanding, (4) the exercise price
in respect of such Options, (5) the number of share units outstanding under the 2017 Amended Long-Term Incentive Plan, and/or (6) other
award terms. However, any such adjustment to the number of Incentive Stock Options that may be issued or transferred under the 2017 Amended
Long-Term Incentive Plan will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as
an Incentive Stock Option to fail to so qualify. Moreover, in the event of any such transaction or event or in the event of a change in
control, the Board may provide in substitution for any or all
outstanding grants under the 2017 Amended Long-Term
Incentive Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances
and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the United
States Internal Revenue Code (if applicable). In addition, for each Option with an exercise price greater than the consideration offered
in connection with any such transaction or event or change in control, the Board may in its discretion elect to cancel such Option without
any payment to the person holding such Option.
Performance Conditions
Grants under the 2017 Amended Long-Term Incentive
plan may be subject to performance-based vesting conditions, which may consist of such financial, personal, operational, transaction-based
or other performance criteria as may be determined by the Board and set out in an applicable grant agreement. Performance-based vesting
conditions may apply to an individual participant or to the Company, an affiliate, the Company and its affiliates as a whole, a business
unit of the Company or group comprised of the Company and some affiliates or a group of affiliates, either individually, alternatively
or in any combination, and measured either in total, incrementally or cumulatively over a specified performance period, on an absolute
basis or relative to a pre-established target or milestone, to previous years’ results or to a designated comparator group or index,
or otherwise, provided that the performance period for measurement or achievement of any such performance criteria (or incremental element
thereof) will in all events exceed one year. When establishing performance-based vesting conditions, the Board may exclude any or all
“extraordinary items” as determined under applicable accounting standards. The Board may provide that performance-based vesting
conditions will be adjusted to reflect events occurring during the performance period that affect the applicable performance-based vesting
condition.
Options
Options granted under the 2017 Amended Long-Term
Incentive Plan will specify the maximum number of Common Shares that the participant may purchase under the Options. Options issued under
the 2017 Amended Long-Term Incentive Plan will vest as designated by the Board in the applicable grant agreement. Vesting will be based
on continued service and may be exercised during a period determined by the Board, which may not exceed ten years (except in certain situations
connection with a blackout period, as further described below). The exercise price for each share subject to an Option shall be fixed
by the Board but, except with respect to certain awards issued in substitution for, in conversion of, or in connection with an assumption
of stock options held by awardees of an entity engaging in a corporate acquisition or merger with the Company or any of its affiliates,
under no circumstances shall it be less than 100% of the closing price per Common Share on the TSX on the trading day immediately preceding
such date (the “Market Price”) on the grant date. The exercise of Options may be subject to vesting conditions, including
specific time schedules for vesting and performance-based conditions. Generally, a participant’s notice of exercise of an Option
must be accompanied by payment of the exercise price. However, upon prior approval of the Board, a participant may elect for a “cashless
exercise” of Options, whereby a Participant can receive in Common Shares the net value of an Option that is exercised without paying
the exercise price directly. A “cashless exercise” entitles the Participant to Common Shares equal to the number determined
by dividing (a) the difference between the Market Price (calculated as at the date of settlement) and the exercise price of such Option
by (b) the Market Price (calculated as at the date of settlement). Options granted under the 2017 Amended Long-Term Incentive Plan may
not provide for dividends or dividend equivalents.
If the normal expiry date for Options granted
under the 2017 Amended Long-Term Incentive Plan (other than an Incentive Stock Option or an Option held by a U.S. taxpayer) falls within
a blackout period or within ten business days following the end of a blackout period, then the expiry date of the Option will, without
any further action, be extended to the date that is ten business days following the end of the blackout period. For this purpose, a “blackout
period” is a period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain
persons as designated by the Company, including any holder of a grant.
Options granted under the 2017 Amended Long-Term
Incentive Plan that are intended to qualify as “incentive stock options” under Section 422 of the United States Internal Revenue
Code (“Incentive Stock Options”) are subject to additional limitations as further described in the 2017 Amended Long-Term
Incentive Plan.
Upon a participant’s termination for cause,
any and all outstanding Options whether vested or unvested are forfeited immediately. Except as otherwise provided in the applicable grant
agreement, upon a participant’s termination without cause, all vested Options are exercisable for 120 days and all unvested Options
are forfeited immediately. Upon a participant’s resignation, except as otherwise provided in the applicable grant agreement, all
vested Options are exercisable for 90 days and all unvested Options are immediately forfeited. Upon a participant’s death or disability,
except as provided in the applicable grant agreement, all unvested Options are forfeited immediately, and all vested Options will continue
to be exercisable for 12 months from the date of death or disability. The Board may extend the period for exercise of a participant’s
Options on the participant’s termination or disability, but not beyond the original expiry date, and/or allow for continued vesting
of the participant’s Options during the period for exercise or a portion of it. Notwithstanding the above, other than on a termination
due to disability or death, Incentive Stock Options will not be exercisable for longer than three months following the date of termination.
Share Units
Under the 2017 Amended Long-Term Incentive Plan,
eligible participants may be allocated share units in the form of PSUs or RSUs, which represent the right to receive an equivalent number
of Common Shares or amount of cash upon vesting. The issuance of such Common Shares may be subject to vesting requirements similar to
those described above with respect to the exercisability of Options, including such time or performance-based conditions as may be determined
from time to time by the Board in its discretion. The 2017 Amended Long-Term Incentive Plan provides for the express designation of share
units as either RSUs, which have primarily time-based vesting conditions or PSUs, which have primarily performance-based vesting conditions
over a specified period. To date, the Company has not allocated any share units under the 2017 Amended Long-Term Incentive Plan. The number
of PSUs subject to a PSU grant may be subject to adjustment to reflect changes in compensation, job duties or other factors.
Except as otherwise provided in the applicable
grant agreement, if and when cash dividends (other than extraordinary or special dividends) are paid with respect to Common Shares to
shareholders of record as of a record date occurring during the period from the grant date to the date of settlement of the RSUs or PSUs
granted thereunder, a number of dividend equivalent RSUs or PSUs, as the case may be, will be credited to the participant who is a party
to such grant agreement. The number of such additional RSUs or PSUs will be calculated by dividing the aggregate dividends or distributions
that would have been paid to such participant if the RSUs or PSUs held by the participant had been Common Shares by the market price on
the date on which the dividends or distributions were paid on the Common Shares. Such additional RSUs or PSUs granted to a participant
will be subject to the same terms and conditions, including vesting and settlement terms, as the corresponding RSUs or PSUs, as the case
may be.
Upon a participant’s termination for cause,
all unvested share units are forfeited immediately. Subject to the terms of the applicable grant or as determined by the Board, upon a
participant’s termination without cause or due to death or disability, all vested share units will be paid to the participant or
the participant’s estate, as applicable. Any unvested share units will be immediately forfeited, provided that any unvested share
units that are subject to performance-based vesting conditions that are capable of being partially performed, in the Board’s discretion,
will become vested on a pro rata basis to reflect the degree to which the condition has been satisfied (in all cases subject to the terms
of the applicable grant). The Board may, at the time of termination or disability, extend the period for vesting of share units, but not
beyond the original end of the applicable vesting period, or accelerate the vesting of share units, subject to applicable limitations
under United States tax law.
Change in Control
The vesting of outstanding awards will be accelerated
in connection with a change in control if a participant’s employment is terminated (other than for cause (as defined in the 2017
Amended Long-Term Incentive Plan)) or he or she resigns for good reason (as defined in the 2017 Amended Long-Term Incentive Plan), in
either case, within one year of the change of control. If any share units are subject to performance-based vesting conditions, then the
vesting of such share units shall accelerate only to the extent that such performance-based vesting conditions have been satisfied and
further provided that if a performance-based vesting condition is, in the Board’s discretion, capable of being partially performed,
then vesting will be accelerated on a pro rata basis to reflect the degree to which the performance condition has been satisfied, as determined
by the Board.
Transfers
The interest of any participant under the 2017
Amended Long-Term Incentive Plan is generally not transferable or assignable, other than by testamentary disposition by the participant
or the laws of intestate succession. In no event will any grant under the 2017 Amended Long-Term Incentive Plan be transferred for value.
However, the 2017 Amended Long-Term Incentive Plan does provide that with respect to a participant who is not a U.S. taxpayer, the Board
may provide that the participant may assign his or her rights (a) in the case of a transfer without the payment of any consideration,
to the participant’s spouse, former spouse, children, stepchildren, grandchildren, parent, stepparent, grandparent, sibling, persons
having one of the foregoing types of relationship with the participant due to adoption and any entity in which these persons (or the participant)
own more than 50 percent of the voting interests and (b) to an entity in which more than 50 percent of the voting interests are owned
by these persons (or the participant) in exchange for an interest in that entity. In the event of such transfer or assignment, the grant
will generally remain subject to substantially the same terms as were applicable while held by the participant to whom it was granted.
With respect to participants who are U.S. taxpayers, the Board may permit the participant to transfer Options that are not Incentive Stock
Options (“Nonqualified Stock Options”) to any “family member” in accordance with Form S-8 Registration
Statement under the Securities Act of 1933. However, U.S. taxpayers cannot receive any consideration for the transfer and such transferred
Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable to such Nonqualified Stock
Option immediately prior to its transfer.
Clawback
All grants under the 2017 Amended Long-Term
Incentive Plan are subject to a clawback (as further described in the 2017 Amended Long-Term Incentive Plan) by the Company, as determined
by the Board, in its sole discretion, in the event: (a) the participant fails to comply with any restrictive covenants; (b) the participant
is terminated for cause, or the Board reasonably determines after termination that the participant could have been terminated for cause;
(c) the Board reasonably determines that the participant engaged in conduct that caused material financial or reputational harm to the
Company or engaged in gross negligence, willful misconduct or fraud in the performance of their duties; or (d) the Company’s financial
statements are required to be restated (subject to certain exceptions described in the 2017 Amended Long-Term Incentive Plan) and such
restatement discloses materially worse financial results in the opinion of the Board.
In addition, any grant agreement under the 2017
Amended Long-Term Incentive Plan may also provide for the cancellation or forfeiture of a grant or the forfeiture and repayment to the
Company of any gain related to a grant, or other provisions intended to have a similar effect, upon such terms and conditions as may be
required by the Board or under Section 10D of the Exchange Act, and any applicable rules or regulations promulgated by the U.S. Securities
and Exchange Commission or any applicable stock exchange.
Amendment and Termination
The following types of amendments to the 2017
Amended Long-Term Incentive Plan or the entitlements granted under it (other than certain equitable antidilution adjustments as provided
for under the 2017 Amended Long-Term Incentive Plan) require the approval of the shareholders: (a) increasing the maximum number of Common
Shares that may be issued under the 2017 Amended Long-Term Incentive Plan; (b) reducing the exercise price of an outstanding Option (including
cancelling and, in conjunction therewith, re-granting within six months an Option at a reduced exercise price, or substitution of an Option
with cash or other awards the terms of which are more favorable to the participant); (c) extending the term of any grant; (d) amending
the assignment rights of participants currently contemplated by the 2017 Amended Long-Term Incentive Plan; (e) expanding the categories
of individuals eligible for grants under the 2017 Amended Long-Term Incentive Plan; (f) increasing or removing the percentage limit on
Common Shares issuable or issued to insiders under the 2017 Amended Long-Term Incentive Plan; (g) amending the 2017 Amended Long-Term
Incentive Plan to provide for other types of equity compensation through equity issuance; (h) amending the 2017 Amended Long-Term Incentive
Plan, the effect of which would cause Options held by U.S. taxpayers to no longer receive specific tax treatment under the United States
Internal Revenue Code; and (i) amending the amendment provision or granting additional powers to the Board to amend the 2017 Amended Long-Term
Incentive Plan or grants without shareholder approval.
The Board may approve amendments to the 2017
Amended Long-Term Incentive Plan or the entitlements granted under it without shareholder approval, other than those specified above as
requiring approval of the shareholders, subject to any regulatory approvals including, where required, the approval of the TSX, including:
(a) amendments of a “housekeeping” nature; (b) a change to the vesting provisions of any grants; (c) a change to the termination
provisions of any grant that does not entail an extension beyond the original term of the grant; or (d) amendments to the provisions relating
to a change in control.
The 2017 Amended Long-Term Incentive Plan will
remain in effect, unless sooner terminated, until the tenth anniversary of its effective date, except that it must be reapproved by the
Company’s shareholders in order for grants to be made under the 2017 Amended Long-Term Incentive Plan after the third anniversary
of its effective date. If the 2017 Amended Long-Term Incentive Plan is not approved by shareholders by the third anniversary of its effective
date, no further grants may be made under the 2017 Amended Long-Term Incentive Plan but grants previously made will remain outstanding
in accordance with their applicable terms and conditions and the 2017 Amended Long-Term Incentive Plan’s terms and conditions.
Other Provisions
For U.S. taxpayers, the 2017 Amended Long-Term
Incentive Plan includes certain additional limitations intended to comply with or secure an exemption from Section 409A of the United
States Internal Revenue Code.
The Company will not provide financial assistance
to participants to facilitate the purchase of securities under the 2017 Amended Long-Term Incentive Plan.
Substitute and Assumed Awards
Grants may be made under the 2017 Amended Long-Term
Incentive Plan in substitution for or in conversion of, or in connection with an assumption of, stock options, restricted share units,
or performance share units held by awardees of an entity engaging in a corporate acquisition or merger transaction with the Company or
any subsidiary of the Company. The grants so made may reflect the original terms of the awards being assumed or substituted or converted
for and need not comply with other specific terms of the 2017 Amended Long-Term Incentive Plan, and may account for Common Shares substituted
for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or
purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the transaction.
Withholdings
The Company or an affiliate of the Company will
withhold or cause to be withheld from any amount payable to a participant, either under the 2017 Amended Long-Term Incentive Plan, or
otherwise, such amount as may be necessary to permit the Company or the affiliate, as applicable, to comply with applicable obligation
sunder any federal, provincial, state or local law relating to the withholding of tax or other required deductions. Subject to applicable
law and stock exchange requirements, the Company and any affiliate of the Company may also satisfy any liability for any such withholding
obligations, on such terms and conditions as the Board may determine in its sole discretion, by (1) requiring such participant to sell
any Common Shares and retaining any amount payable which would otherwise be provided or paid to such participant in connection with any
such sale, or (2) requiring, as a condition to the delivery of Common Shares hereunder, that such participant make such arrangements as
the Board may require so that the Company and its affiliates can satisfy such withholding obligations, including requiring such participant
to remit an amount to the Company or an affiliate in advance, or reimburse the Company or any affiliate for, any such withholding obligations.
Other Compensation Arrangements
In addition to the 2017 Amended Long-Term Incentive
Plan, the Option Plan continues to be in force and governs the outstanding Options granted under the Option Plan, but no further awards
shall be made under the Option Plan. As of October 15, 2021, 4,500,000 Options remain outstanding under the Option Plan. An amendment
to the Option Plan, adopted and approved on January 22, 2021 (the “Option Plan Amendment”), modified the Option Plan
to permit
optionees to elect to exercise vested Options
granted under the Option Plan via a net settlement procedure to cover the applicable exercise price (and to permit the Company to use
a net settlement procedure to cover applicable withholding obligations relating to such Option exercise). The Option Plan Amendment also
made certain other conforming and non-substantive changes and provided for the elimination of fractions in these net settlement procedures
for no payment.
Exchange Controls
There are no governmental laws, decrees, or
regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance
of dividends, interest or other payments to non-resident holders of the securities of NioCorp, other than Canadian withholding tax. See
“Certain Canadian Federal Income Tax Considerations for U.S. Residents” below.
Certain Canadian Federal Income Tax Considerations
for U.S. Residents
The following generally summarizes certain Canadian
federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively,
the “Canadian Tax Act”) and the Canada-United States Tax Convention (1980) (the “Convention”)
to the holding and disposition of Common Shares.
Comment is restricted to holders of Common Shares
each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention, (i) is resident solely in the United
States, (ii) is entitled to the benefits of the Convention, (iii) holds all Common Shares as capital property, (iii) holds no Common Shares
that are “taxable Canadian property” (as defined in the Canadian Tax Act and discussed below) of the holder, (iv) deals at
arm’s length with and is not affiliated with the Company, (v) does not and is not deemed to use or hold any Common Shares in a business
carried on in Canada, and (vi) is not an insurer that carries on business in Canada and elsewhere (each such holder, a “U.S.
Resident Holder”).
Certain U.S.-resident entities that are fiscally
transparent for United States federal income tax purposes (including limited liability companies) may not in all circumstances be entitled
to the benefits of the Convention. Members of or holders of an interest in such an entity that holds Common Shares should consult their
own tax advisers regarding the extent, if any, the benefits of the Convention will apply to the entity in respect of its Common Shares.
Generally, a U.S. Resident Holder’s Common
Shares will be considered to be capital property of such holder provided that the U.S. Resident Holder is not a trader or dealer in securities,
did not acquire, hold, or dispose of the Common Shares in one or more transactions considered to be an adventure or concern in the nature
of trade (i.e. speculation), and does not hold the Common Shares in the course of carrying on a business.
Generally, a U.S. Resident Holder’s Common
Shares will not constitute “taxable Canadian property” of such holder at a particular time at which the Common Shares are
listed on a “designated stock exchange” (which currently includes the Toronto Stock Exchange and Frankfurt Stock Exchange)
unless both of the following conditions are met concurrently:
|
(i)
|
at any time during the 60-month period that ends at the particular time, 25% or more of the issued shares
of any class of the capital stock of the Company were owned by or belonged to one or any combination of:
|
a.
the U.S. Resident Holder,
b.
persons with whom the U.S. Resident Holder did not deal at arm’s length, and
c.
partnerships in which the U.S. Resident Holder or a person referred to in clause (b) holds a membership interest directly or indirectly
through one or more partnerships, and
|
(ii)
|
at any time during the 60-month period that ends at the particular time, more than 50% of the fair market
value of the Common Shares was derived directly or indirectly from, one or any combination of, real or immovable property situated in
Canada, “Canadian resource properties” (as defined in the Canadian Tax Act), “timber resource properties” (as
defined in the Canadian Tax Act), or options in respect of, or interests in any of the foregoing, whether or not the property exists.
|
Common Shares may also be deemed to be “taxable
Canadian property” in certain circumstances set out in the Canadian Tax Act.
This summary is based on the current provisions
of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention
publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof, and the current published administrative
and assessing policies of the CRA. It is assumed that all such amendments will be enacted as currently proposed, and that there will be
no other material change to any applicable law or administrative or assessing practice, although no assurance can be given in these respects.
Except as otherwise expressly provided, this summary does not take into account any provincial, territorial, or foreign tax considerations,
which may differ materially from those set out herein.
This summary is of a general nature only,
is not exhaustive of all possible Canadian federal income tax considerations, and is not intended to be and should not be construed as
legal or tax advice to any particular U.S. Resident Holder. U.S. Resident Holders are urged to consult their own tax advisers for advice
with respect to their particular circumstances. The discussion below is qualified accordingly.
A U.S. Resident Holder who disposes or is deemed
to dispose of one or more Common Shares generally should not thereby incur any liability for Canadian federal income tax in respect of
any capital gain arising as a consequence of the disposition.
A U.S. Resident Holder to whom the Company pays
or is deemed to pay a dividend on the holder’s Common Shares will be subject to Canadian withholding tax, and the Company will be
required to withhold the tax from the dividend and remit it to the CRA for the holder’s account. The rate of withholding tax under
the Canadian Tax Act is 25% of the gross amount of the dividend, but should generally be reduced under the Convention to 15% (or, if the
U.S. Resident Holder is a company which is the beneficial owner of at least 10% of the voting stock of the Company, 5%) of the gross amount
of the dividend. For this purpose, a company that is a resident of the United States for purposes of the Canadian Tax Act and the Convention
and is entitled to the benefits of the Convention shall be considered to own the voting stock of NioCorp owned by an entity that is considered
fiscally transparent under the laws of the United States and that it is not a resident of Canada, in proportion to the Company’s
ownership interest in that entity.
PERFORMANCE
GRAPH
The following graph compares total cumulative
shareholder return for $100 invested in Common Shares from July 1, 2016, to June 30, 2021, with cumulative total returns for the S&P/TSX
Composite Index and S&P/TSX Mining Index:
Overall, the Company’s cumulative return
for the five-year period ended within the range of returns for the two selected indices. As an exploration stage company, executive officer
compensation has not historically been adjusted to reflect share performance trends. Compensation to executive officers remained flat
from 2013 through September
2019, except for increases supported by additional
job responsibilities and/or job promotions. Effective September 1, 2019, the Board approved a 10% base rate increase for all NioCorp employees.
INDEBTEDNESS
OF DIRECTORS AND EXECUTIVE OFFICERS
None of our directors or executive officers,
proposed nominees for election as directors or associates of any of them, is or has been indebted to the Company or our subsidiaries at
any time since the beginning of the most recently completed financial year, and no indebtedness remains outstanding as at the date of
this Information Circular.
INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
No informed person of the Company, no proposed
nominee for election as a director of the Company and no associate or affiliate of any of these persons, has any material interest, direct
or indirect, in any transaction since the commencement of our last financial year or in any proposed transaction, which, in either case,
has materially affected or will materially affect the Company or any of our subsidiaries, other than Mark A. Smith, 7000 S. Yosemite Street,
Suite 115, Centennial, CO 80112, as disclosed herein under the heading “Certain Relationships and Related Person Transactions.”
An “informed person” means:
|
(a)
|
a director or executive officer of the Company;
|
|
(b)
|
a director or executive officer of a person or company that is itself an informed person or subsidiary
of the Company;
|
|
(c)
|
any person or company who beneficially owns, directly or indirectly, voting securities of the Company
or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of
the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company
as underwriter in the course of a distribution; and
|
|
(d)
|
the Company, if it has purchased, redeemed or otherwise acquired any of its securities, so long as it
holds any of its securities.
|
MANAGEMENT
CONTRACTS
The management functions of the Company are
not to any substantial degree performed by any person other than the executive officers and directors of the Company.
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Related Person Transactions
The following sets forth certain information
regarding transactions between the Company (and its subsidiaries) and its officers, directors and significant shareholders. There have
been no other transactions since the end of the Company’s most recently completed fiscal year and there are no currently proposed
transactions in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person
(for purposes of Item 404 of Regulation S-K) had or will have a direct or indirect material interest.
Loan Transactions:
On June 17, 2015, the Company entered into a
loan (the “Original Smith Loan”) in the amount of $1.5 million with Mark A. Smith, Chief Executive Officer and Executive
Chairman of NioCorp. The Original Smith Loan bears an interest rate of 10%, is secured by the Company’s assets pursuant to a general
security agreement, and is subject to both a 2.5% establishment fee and 2.5% prepayment fee.
On January 13, 2016, the Company repaid $0.5
million of the amount due under the Original Smith Loan, plus accrued interest of $108,461. On April 30, 2021, the Company repaid $1,000,000
to Mr. Smith to retire all of the remaining
outstanding balance of the Original Smith Loan.
Interest payments of $271,700 and $0 were paid under the Original Smith Loan during the years ended June 30, 2021 and 2020, respectively.
On January 16, 2017, the Company and Mr. Smith
entered into a credit agreement (the “Smith Credit Agreement”, together with the Original Smith Loan, the “Smith
Loans”) pursuant to which Mr. Smith agreed to make available to the Company a credit facility of initially up to $2.0 million.
On January 17, 2020, the Company entered into an amending agreement to the Smith Credit Agreement, increasing the limit of the credit
facility to $2,500,000 from the previous limit of $2,000,000. On April 3, 2020, the Smith Credit Agreement was amended to increase the
limit of the credit facility to $3,000,000 and on June 10, 2020, the Smith Credit Agreement was amended to increase the limit of the credit
facility to $3,500,000. In addition, on June 10, 2020, the maturity dates for the Smith Loans were extended to December 15, 2020. On December
14, 2020, the maturity date for the Smith Credit Agreement was extended to December 15, 2021.
Under the Smith Credit Agreement, Mr. Smith
has agreed to advance amounts requested by the Company under the credit facility (the “Loan”) up to the $3.5 million
maximum. The Smith Credit Agreement is non-revolving and amounts paid back under the terms of the Smith Credit Agreement do not again
become available for drawdowns at the request of the Company.
The Company will pay interest to Mr. Smith on
amounts outstanding under the Loan and on any overdue interest at a rate equal to 10% per annum, calculated monthly in arrears, through
to the date of repayment of the Loan. Interest on the Loan will be computed on the basis of a 360-day year comprised on twelve 30-day
months. Mr. Smith will also receive an establishment fee equal to 2.5% of the amount of any drawdown payable at the time of the drawdown
as consideration of the advancement of such drawdown.
Any outstanding balance on the Loan, including
accrued interest, shall be immediately due and payable by the Company on the date of expiration of the Smith Credit Agreement or upon
the occurrence of an Event of Default (as described below). The Company can pre-pay the Loan at any time without notice and without penalty
or prepayment fees.
Drawdowns under the Smith Credit Agreement must
be made on a business day before the expiration date for a minimum amount of $10,000 and not cause to total amount advanced to exceed
$3,500,000. Further, Mr. Smith must have received the written drawdown request along with payment of the establishment fee. Each drawdown
request is subject to the consent of Mr. Smith, which may be withheld in Mr. Smith’s sole discretion.
Under the terms of the Smith Credit Agreement,
the Company has covenanted that so long as monies are outstanding under the Loan, it will: (a) repay, or cause to be repaid, the Loan
and all other monies required to be paid to Mr. Smith in accordance with the Smith Credit Agreement and (b) duly observe and perform all
obligations and agreement set forth in the Smith Credit Agreement.
The following occurrences will trigger an Event
of Default under the Smith Credit Agreement, causing the principal amount of the Loan outstanding, plus accrued interest, costs and all
other monies owing to Mr. Smith to immediately become payable upon demand by Mr. Smith: (a) if the Company shall default in any payment
of principal, interest or other amount when the same is required under the Smith Credit Agreement and such default has continued for a
period of seven days after notice in writing has been given by Mr. Smith to the Company regarding such default, (b) if the Company shall
become insolvent, make a general assignment for the benefit of its creditors, or passes a resolution for the winding-up, merger or amalgamation
of the Company, or the Company declares bankruptcy or a receiver is appointed under applicable law, or a compromise or arrangement is
proposed by the Company to its creditors, or the occurrence of similar events, or (c) if the Company defaults in observing or performing
any other covenant or agreement of the Smith Credit Agreement and such default has continued for a period of seven days after notice in
writing has been given by Mr. Smith to the Company regarding such default.
The Smith Credit Agreement is secured by all
of the Company’s assets pursuant to a general security agreement between the Company and Mr. Smith dated June 17, 2015.
Interest payments of $534,512 and $0 were paid
under the Smith Credit Facility during the years ended June 30, 2021 and 2020, respectively, and $39,964 of interest remained payable
as of June 30, 2021. In addition, principal repayments of $500,000 and $0 were made under the Smith Credit Facility during the years ended
June 30, 2021 and 2020, respectively.
As of October 15, 2021, there was $2,000,000
principal amount outstanding under the Smith Credit Agreement.
Review and Approval of Related Person Transactions
Other than as described below, the Company does
not currently have in place any specific policy or procedure in respect of the review, approval or ratification of any transaction required
to be reported under Item 404(a) of Regulation S-K. Sections 147-153 of the BCBCA set out rules and procedures applicable to all British
Columbia corporations, pursuant to which a director presented with a resolution in respect of any matter (including an equity issuance)
in respect of which he/she has an interest must disclose that interest in writing to the Company’s board of directors prior to the
approval of such matter. This procedure ensures that each equity issuance to a director or officer of the Company is approved by all directors
of the Company not involved in such sale. All loan transactions from directors and officers are subject to review and approval by the
Board of Directors prior to acceptance and are documented in the meeting minutes.
SHAREHOLDER
PROPOSALS
Under the Exchange Act, the deadline for submitting
shareholder proposals for inclusion in the management information and proxy circular for an annual general meeting of the Company is calculated
in accordance with Rule 14a-8(e) of Regulation 14A under the Exchange Act. If the proposal is submitted for a regularly scheduled annual
general meeting, the proposal must be received at the Company’s principal executive offices not less than 120 calendar days before
the anniversary date of the Company’s management information and proxy circular released to the Company’s shareholders in
connection with the previous year’s annual general meeting. However, if the Company did not hold an annual general meeting the previous
year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous
year’s meeting, then the deadline is a reasonable time before the Company begins to print and mail its proxy materials. Accordingly,
unless the date of the next annual general meeting is changed by more than 30 days from the date of this year’s meeting the deadline
for submitting shareholder proposals for inclusion in the management information and proxy circular for the next annual general meeting
of the Company will be June 24, 2022.
The deadline for submitting shareholder proposals,
other than director nominations, for the next annual general meeting of shareholders of the Company, but not for inclusion in the management
information and proxy circular, is September 7, 2022. If a shareholder proposal, other than a director nomination, is not submitted to
the Company by September 7, 2022, the Company may still grant discretionary proxy authority to vote on such shareholder proposal in accordance
with Rule 14a-4(c)(1) of Regulation 14A under the Exchange Act.
In addition, there are (i) certain requirements
relating to shareholder proposals contained in the BCBCA; and (ii) certain requirements relating to the nomination of directors contained
in the Articles of the Company. A shareholder wishing to make a proposal for consideration at an annual general meeting of the Company
or wishing to nominate a person to act as a director of the Company should ensure they follow the applicable procedures set forth in the
BCBCA and the Articles of the Company.
Under the Company’s advance notice policy,
adopted by the shareholders of the Company on December 15, 2014, nominations of persons for election to the Board at any annual general
meeting of the shareholders must be received by the corporate secretary of the Company not less than 30 days or more than 65 days prior
to the date of such meeting; provided, however, that in the event that the annual general meeting of shareholders is to be held on a date
that is less than 50 days after the date on which the first public announcement of the date of such meeting was made (the “Meeting
Notice Date”), such shareholder’s notice must be so received not later than the close of business on the 10th day following
the Meeting Notice Date.
DISSENTERS’
RIGHTS OF APPRAISAL
No action is proposed herein for which the laws
of British Columbia or the Articles of the Company provide a right of a shareholder to dissent and obtain appraisal of or payment for
such shareholder’s Common Shares.
MULTIPLE
SHAREHOLDERS SHARING THE SAME ADDRESS
The regulations regarding the delivery of copies
of proxy materials and annual reports to shareholders permit the Company and brokerage firms to send one Notice of Internet Availability
of Meeting Materials to multiple shareholders who share the same address under certain circumstances. Shareholders who hold their shares
through a broker may have consented to reducing the number of copies of materials delivered to their address. In the event that a shareholder
wishes to revoke such a consent previously provided to a broker, the shareholder must contact the broker to revoke the consent. In any
event, if a shareholder wishes to receive a separate Notice of Internet Availability of Meeting Materials or other materials for the 2021
Annual Meeting or future annual meetings, the shareholder may receive copies by contacting the Corporate Secretary at 7000 South Yosemite
Street, Suite 115, Centennial, CO 80112, or by calling (855) 264-6267. Shareholders receiving multiple copies of these documents at the
same address can request delivery of a single copy of these documents by contacting the Company in the same manner. Persons holding shares
through a broker can request a single copy by contacting the broker.
ADDITIONAL
INFORMATION
The Company is subject to the informational
requirements of the Exchange Act and, in accordance therewith, files reports and other information with the SEC. The SEC maintains an
Internet site that contains reports, proxy and information statements and other information regarding the Company and other registrants
that file electronically with the SEC at www.sec.gov.
Additional information about the Company is
located on SEDAR at www.sedar.com. Financial information is provided in the Company’s comparative financial statements and Management’s
Discussion and Analysis for its most recently completed financial year ended June 30, 2021. At the written request of any registered shareholder
who owns shares on the record date, the Company will provide to such shareholder, without charge, a paper copy of the Meeting Materials,
including the Company’s Annual Report to Shareholders. If requested, the Company will provide copies of the exhibits for a reasonable
fee. Requests for additional paper copies of the Annual Report, the financial statements and Management’s Discussion and Analysis
should be made by writing to the Vice-President, General Counsel and Corporate Secretary, Mr. John Ashburn, at the following address:
NioCorp Developments Ltd.
7000 South Yosemite Street, Suite 115
Centennial, CO 80112
OTHER
MATERIAL FACTS
Management knows of no other matters to come
before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the
shares represented by the proxy solicited hereby will be voted on such matter in accordance with the best judgment of the persons voting
by proxy.
DATED at Centennial, Colorado, on the 22nd
day of October, 2021.
BY ORDER OF THE BOARD
NIOCORP DEVELOPMENTS LTD.
/s/ Mark A. Smith
Mark A. Smith
President, Chief Executive Officer, Executive Chairman
and Director
SCHEDULE
A
Form of proxy
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8th
Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com
Security
Class
Holder
Account Number
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Fold
Form of Proxy - Annual General Meeting of Shareholders to be held on Thursday, December 2, 2021
This
Form of Proxy is solicited by and on behalf of Management.
Notes
to proxy
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1.
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Every holder has the right to appoint some other person or company of their
choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof.
If you wish to appoint a person or company other than the Management Proxyholders whose names are printed herein, please insert
the name of your chosen proxyholder in the space provided (see reverse).
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2.
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If
the securities are registered in the name of more than one owner (for example, joint
ownership, trustees, executors, etc.), then all those registered should sign this proxy.
If you are voting on behalf of a corporation or another individual you must sign this
proxy with signing capacity stated, and you may be required to provide documentation
evidencing your power to sign this proxy.
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3.
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This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
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4.
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If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which
it was mailed to the holder by Management.
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5.
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The securities represented by this proxy will
be voted as directed by the holder; however, if such a direction is not made in respect of any matter, and the proxy appoints the
Management Proxyholders listed on the reverse, this proxy will be voted as recommended by Management.
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6.
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The securities represented by this proxy will be voted in favour, or withheld from voting, or voted
against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that
may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
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7.
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This
proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and
Management Information and Proxy Circular or other matters that may properly come before the meeting or any adjournment or postponement
thereof, unless prohibited by law.
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8.
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This
proxy should be read in conjunction with the accompanying documentation provided by Management.
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Proxies submitted must be received by 10:00 am, Mountain Time, on November 30, 2021.
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
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● Call
the number listed BELOW from a touch tone telephone.
1-866-732-VOTE
(8683) Toll Free
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● Go
to the following web site:
www.investorvote.com
● Smartphone?
Scan
the QR code to vote now.
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● You can enroll to receive future securityholder communications electronically by visiting
www.investorcentre.com.
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If
you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting
by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another
individual.
Voting
by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management
Proxyholders named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined
above to vote this proxy.
To
vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL
NUMBER
Appointment
of Proxyholder
I/We
being holder(s) of securities of NioCorp Developments Ltd. (the “Company”) hereby appoint: Mark A. Smith,
President, Chief Executive Officer, and Executive Chairman of the Company, or failing this person, John F. Ashburn, Jr., Vice-President,
General Counsel, and Corporate Secretary of the Company (the "Management Proxyholders")
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OR
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Print the name of the person you are appointing if this person is someone other than the Management Proxyholders listed herein.
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as
my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance
with the following directions (or if no directions have been given, as the proxyholder sees fit) and on all other matters that
may properly come before the Annual General Meeting of shareholders of the Company to be held at 7000 S Yosemite St, Lower Level
Conference Room, Centennial, CO 80112, on Thursday, December 2, 2021 at 10:00 am (the "Meeting") and at any adjournment or postponement
thereof.
VOTING
RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
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For
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Against
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1.
Number of Directors
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☐
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To set the number of Directors at six.
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2.
Election of Directors
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Fold
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For
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Withhold
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For
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Withhold
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For
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Withhold
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01.
Mark A. Smith
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☐
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☐
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02.
Michael Morris
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☐
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☐
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03.
David C. Beling
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☐
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☐
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04.
Anna Castner Wightman
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☐
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☐
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05.
Nilsa Guerrero-Mahon
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☐
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☐
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06. Fernanda Fenga
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☐
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☐
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For
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Withhold
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3.
Appointment of Auditors
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Appointment of BDO USA, LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.
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☐
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☐
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Signature
of Proxyholder
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Signature(s)
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Date
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I/We
authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with
respect to the Meeting. If no voting instructions are indicated above, and this proxy appoints the Management Proxyholders,
this proxy will be voted as recommended by Management.
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Interim
Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s
Discussion and Analysis by mail.
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☐
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Annual
Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s
Discussion and Analysis by mail.
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☐
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Information
Circular - Mark this box if you would like to receive the Management Information and Proxy Circular by mail for the next
securityholders’ meeting.
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☐
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If
you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.
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