NIOBF Niocorp Developments Ltd (QX)

New Convertible Security Funding Agreement

On June 27, 2018, NioCorp Developments Ltd. (the “Company”) entered into a definitive convertible security funding agreement (the “Lind Agreement”) with an entity managed by The Lind Partners, a New York-based asset management firm (collectively with The Lind Partners, “Lind”). Pursuant to the Lind Agreement, Lind has agreed to advance to the Company $1.0 million (subject to additional set off) in consideration of which the Company has agreed to issue to Lind a convertible security (the “Convertible Security”) with a face value of $1.2 million (representing $1.0 million in funding plus an implied 10% interest rate per annum for the term of the Convertible Security). The funding and issuance of the Convertible Security is expected to occur on or around July 9, 2018 (the “Closing”), subject to the approval of the Toronto Stock Exchange (the “TSX”) and the satisfaction of customary closing conditions.

The Convertible Security will have a term of (i) 24 months after the Closing or (ii) 30 calendar days after the date on which the face value of the Convertible Security is nil due to such amount having been fully converted and/or fully repaid (including with any applicable premium) in accordance with the terms of the Lind Agreement, whichever is earlier. The Convertible Security will constitute the direct, general and unconditional obligation of the Company and will rank senior to all of the Company’s other indebtedness, except for any convertible security previously issued to Lind under the convertible security funding agreement, dated December 14, 2015, between the Company and Lind, as amended (the “Original Agreement”). No further funding will be provided by Lind to the Company under the Original Agreement.

Pursuant to the Lind Agreement, Lind is entitled to convert the Convertible Security into common shares, without par value, of the Company (“Common Shares”) in monthly installments over its term at a price per Common Share equal to 85% of the volume-weighted average price (the “VWAP”) of the Common Shares on the TSX for the five trading days immediately preceding to the date on which Lind provides notice to the Company of its election to convert. Subject to certain exceptions, the Lind Agreement contains restrictions on how much of the Convertible Security may be converted in any particular month. The Lind Agreement also provides NioCorp with the option to buy back the remaining face amount of the Convertible Security in cash at any time; provided that, if the Company exercises such option, Lind will have the option to convert up to 30% of the remaining face amount into Common Shares at the price described above. In addition, Lind is entitled to accelerate its conversion right to the full amount of the face value of the Convertible Security or demand repayment thereof in cash upon the occurrence of an event of default and other designated events described in the Lind Agreement.

In connection with the Closing, the Company is obligated, pursuant to the Lind Agreement, to issue to Lind Common Share purchase warrants of the Company (the “Warrants”). The Warrants will have a term of 36 months from issuance, and the number of Warrants to be issued will be equal to $1.0 million divided by the VWAP of the Common Shares on the TSX for the five trading days immediately preceding the Closing, multiplied by 0.5. The exercise price of the Warrants will be equal to 120% of the VWAP of the Common Shares on the TSX for the five trading days immediately preceding June 27, 2018.

The Lind Agreement provides limitations on the number of Common Shares that may be issued to Lind upon conversion of the Convertible Security or exercise of the Warrants. Upon issuance, such Common Shares will be fully paid and non-assessable and will rank equally in all respects with all other Common Shares then outstanding.

The above summary of the material terms of the Lind Agreement is qualified in its entirety by the actual terms and conditions of the Lind Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.