Subscribers in the Private Placement Include Certain NioCorp Officers and Directors for Gross Proceeds of Approximately $0.42 Million

NioCorp Developments Ltd. (Nasdaq: NB), is pleased to announce that the Company has closed its previously announced non-brokered private placement of an aggregate amount of 2,199,602 units of the Company at a price of $1.57 per Unit, for aggregate gross proceeds of approximately $3.5 million.  Certain officers and directors of the Company subscribed for a total of 239,999 Units for aggregate gross proceeds of approximately $0.42 Million, at a price of $1.7675 per Unit, which price includes $0.125 per Private Warrant (as defined below) underlying each Unit purchased by the Insider Investors and allowed the Insider Investors to participate in the Private Placement in accordance with the rules of The Nasdaq Stock Market LLC.

Each Unit issued under the Private Placement consisted of one common share in the capital of the Company, one Series A warrant and one-half of one Series B warrant. Each Series A Private Warrant is exercisable into one Common Share at an exercise price of $1.75 per Series A Warrant Share at any time on or after the date of issuance until November 13, 2026. Each Series B Private Warrant is exercisable into one Common Share at an exercise price of $2.07 per Series B Warrant Share at any time beginning six months and one day from the date of issuance until November 13, 2029. All of the Securities issued pursuant to the Private Placement are subject to a four month and one day hold period in accordance with applicable Canadian securities laws.

The Insider Investors are each considered a “related party” of the Company and, accordingly, their participation in the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholder Approval. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of the Units issued to the Insider Investors, nor the consideration received for those Units, exceeds 25% of the Company’s market capitalization.

The Company expects the net proceeds of the Private Placement will be used for working capital and general corporate purposes, including to (i) advance its efforts to launch construction of a critical minerals project in Southeast Nebraska and move it to commercial operation and (ii) repay the amount outstanding under the Company’s $2.0 million non-revolving multiple draw credit facility available pursuant to the Loan Agreement, dated September 11, 2024, by and between the Company and its Chief Executive Officer, President and Executive Chairman, Mark Smith. The Smith Loan will continue to be available to the Company following the close of the Private Placement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the Securities in the United States of America. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

ABOUT NIOCORP

NioCorp is developing the Elk Creek Project that is expected to produce niobium, scandium, and titanium. The Company also is evaluating the potential to produce several rare earths from the Elk Creek Project. Niobium is used to produce specialty alloys as well as High Strength, Low Alloy steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications. Scandium is a specialty metal that can be combined with Aluminum to make alloys with increased strength and improved corrosion resistance. Scandium is also a critical component of advanced solid oxide fuel cells. Titanium is used in various lightweight alloys and is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor, and medical implants. Magnetic rare earths, such as neodymium, praseodymium, terbium, and dysprosium are critical to the making of neodymium-iron-boron magnets, which are used across a wide variety of defense and civilian applications.