NIOBF Niocorp Developments Ltd (QX)

On November 5, 2020, NioCorp Developments Ltd (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”) at which the shareholders considered and approved the NioCorp Developments Ltd. Long-Term Incentive Plan, as amended (the “2017 Amended Plan”).

Under the 2017 Amended Plan, the Company’s Board of Directors (the “Board”) may in its discretion from time to time grant stock options, share units (in the form of restricted share units (“RSUs”) and performance share units (“PSUs”)) and dividend equivalents to directors, employees and certain other service providers (as further described in the 2017 Amended Plan) of the Company and affiliated entities selected by the Board. Subject to adjustment as provided in the 2017 Amended Plan, the aggregate number of common shares of the Company (“Common Shares”) that may be reserved for issuance to participants under the 2017 Amended Plan, together with all other security based compensation arrangements of the Company, including with respect to stock options outstanding under the Company’s 2016 Incentive Stock 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, the aggregate number of Common Shares reserved for issuance to any one participant under the 2017 Amended Plan, together with all other security based compensation arrangements of the Company, must not exceed 5% of the aggregate issued and outstanding Common Shares (on a non-diluted basis). The maximum number of Common Shares (1) issued to insiders (for purposes of the Toronto Stock Exchange Company Manual) within any one-year period and (2) issuable to insiders at any time, under the 2017 Amended Plan, or when combined with the Company’s other security based compensation arrangements, will not exceed 10% of the number of the aggregate issued and outstanding Common Shares.

Under the 2017 Amended Plan, and subject to the adjustment provisions of the 2017 Amended Plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of stock options intended to qualify as “incentive stock options” under Section 422 of the United States Internal Revenue Code will not exceed 23,811,309 Common Shares; provided, however, that such limit will increase by 3,000,000 Common Shares on each of the first and second anniversaries of the effective date of the 2017 Amended Plan, subject to the aggregate Common Share limitation under the 2017 Amended Plan. This incentive stock option limit was raised from 20,451,895 Common Shares, as contained in the original NioCorp Developments Ltd. Long-Term Incentive Plan (the “Original 2017 Plan”). The 2017 Amended Plan also removed from the Original 2017 Plan the restrictions that stock options and share units granted to non-employee directors, together with all other equity awards granted to non-employee directors under any other security based compensation arrangement, be limited to an annual equity award value of C$150,000 per non-employee director, and that the total value of stock options issuable to a non-employee director in a one-year period be limited to C$100,000.

The Board will generally be able to amend the 2017 Amended Plan, subject to shareholder approval in certain circumstances as further described in the 2017 Amended Plan.

The foregoing description of the 2017 Amended Plan is not complete and is in all respects qualified in its entirety by the actual provisions of the 2017 Amended Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.