NioCorp Developments Ltd. (TSE:NB) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On February 28, 2017, NioCorp Developments Ltd. (the
Company) closed the second and final
tranche (the Second Tranche) of a private
placement of units of the Company (the Private
Placement). In connection therewith, the Company
issued 3,503,989 Units at a price of C$0.70 per Unit, for
aggregate gross proceeds of C$2,452,792. Each Unit consists of
one common share of the Company and one transferable common share
purchase warrant (a Warrant), with each
Warrant entitling the holder thereof to acquire one additional
common share at a price of C$0.85 until three years from their
date of issuance.

In connection with the close of the Second Tranche of the Private
Placement, the Company entered into subscription agreements
(collectively, the Subscription
Agreements) by and between the Company and each
investor. The Subscription Agreements contained the terms of the
Private Placement and typical representations and warranties from
the investors to the Company and from the Company to the
investors. Additionally, in accordance with the terms of the
Subscription Agreements we granted the investors certain
registration rights regarding the common shares of the Company
underlying the Units and the common shares issuable upon exercise
of the Warrants underlying the Units. Under the registration
rights, the Company has agreed to use its commercially reasonable
efforts to file a registration statement with the United States
Securities and Exchange Commission under the U.S. Securities Act
of 1933, as amended (the U.S. Securities
Act) registering the resale by the investors in the
Private Placement of the common shares underlying the Units and
the common shares issuable upon exercise of the Warrants and to
bring such registration statement effective as soon as possible
thereafter. The Company further agreed to use its commercially
reasonable efforts to maintain the registration statement or
post-effective amendment thereto effective until the earlier of
the date (i) all of the registrable securities have been sold to
such registration statement or Rule 144 of the U.S. Securities
Act, if available, or (ii) three years from the effective date.
The Companys agreement does not provide for any penalties or
other payments or the issuance of additional securities should
the Company not file or bring a registration statement effective
or fail to maintain the effectiveness of the registration
statement.

The Units were issued on a private offering basis in the Private
Placement to investors with whom the Company had a pre-existing
relationship to (i) in the case of investors outside of the
United States that were not, and were not acting for the account
or benefit of, a U.S. person (as defined in Regulation S under
the U.S. Securities Act, in accordance with the exclusion from
the registration requirements of the U.S. Securities Act provided
by Rule 903 of Regulation S thereunder, and (ii) in the case of
investors inside the United States or that were, or were acting
for the account or benefit of, a U.S. person, to the exemption
from the registration requirements of the U.S. Securities Act
provided by Rule 506(b) of Regulation D thereunder and Section
4(a)(2) thereof, in each case, to the representations and
covenants of the investors made to the Company in connection with
their purchase of the Units.

The Warrants were issued to the Warrant Indenture by and between
the Company and Computershare Trust Company of Canada, date
February 14, 2017 (the Warrant
Indenture), as described in the Companys Current
Report on Form 8-K filed with the United States Securities and
Exchange Commission on February 21, 2017 (the Previous
8-K). The material terms of the Warrant Indenture
set forth in Item 1.01 of the Previous 8-K are incorporated
herein by reference.

The above summary of the material terms of the registration
rights is qualified in its entirety by the actual terms and
conditions of the registration rights contained in the form of
Subscription Agreement which is filed as Exhibit 4.1 to the
Previous 8-K and is hereby incorporated by reference into this
Item 3.03.

Item3.02 Unregistered Sales of Equity
Securities.

The disclosure contained in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02.

As of February 28, 2017, there were 195,428,961 common shares of
the Company outstanding.

Item 3.03 Material Modification to Rights of Security
Holders.

The disclosure contained in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.03

Item 8.01. Other Events.

On March 1, 2017, the Company issued a press release announcing
the close of the Private Placement. A copy of the March 1, 2017
press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

Item 9.01. Exhibits.

About NioCorp Developments Ltd. (TSE:NB)

NioCorp Developments Ltd. is an exploration-stage company. The Company is a mineral exploration/development company engaged in the acquisition, exploration and development of mineral properties. The Company operates through a segment consisting of exploration and development of mineral deposits in North America, specifically, the Elk Creek Niobium/Scandium/Titanium property (the Elk Creek Project) located in Southeastern Nebraska. The Company also holds an interest in a mineral exploration property located in Canada. The Company’s Elk Creek Project is a niobium and scandium exploration project that also contains titanium. The Elk Creek Project is located approximately 75 kilometers southeast of Lincoln, Nebraska, the state capital of Nebraska. The Company has not generated any revenues. Its subsidiaries include 0896800 BC Ltd., Elk Creek Resources Corp. and Silver Mountain Mines Corp.

NioCorp Developments Ltd. (TSE:NB) Recent Trading Information

NioCorp Developments Ltd. (TSE:NB) closed its last trading session down -0.010 at 0.760 with 98,569 shares trading hands.