Common use of Conditions of Closing Clause in Contracts

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (c) the Subscriber having properly completed, signed and delivered Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable: (i) ALL SUBSCRIBERS

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇NioCorp Developments Ltd. 7▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: J▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention. email: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ j▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-@▇▇▇▇▇▇▇.▇▇▇ (b) the Subscriber hereby confirms that it is purchasing Securities in exchange for the settlement of a bona fide debt in accordance with section 2.14 of National Instrument 45-106; (c) the Subscriber having properly completed, signed and delivered the Regulation S Certificate attached as Schedule “C”A hereto; (d) the Issuer having accepted this Subscription Agreement; (e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and (f) the Subscriber having properly completed, Schedule “D”, Schedule “E” and, signed and delivered a termination agreement with respect to the extent practicable termination of the Consulting Agreement in a form satisfactory to the Issuer. The Issuer acknowledges and agrees that it is a further condition of Closing for the Issuer to deliver electronic copies of the Convertible Note and the Warrants with originals to follow within five (and in any event by no later than 5 5) Business Days after the Closing Date)Time. Until such electronic delivery of the Convertible Note and the Warrants to the Subscriber, Annex B to Schedule “F”, as applicable: all other closing documentation shall be held in escrow and either (i) ALL SUBSCRIBERSall closing documentation shall be released on confirmation of such electronic delivery and Closing shall be deemed to have occurred at the Closing Time or (ii) if such electronic delivery is not completed, all Closing documentation shall be returned to the persons who executed same and Closing shall be deemed not to have occurred. The Issuer shall further deliver the Note Shares issuable on the exercise of conversion of part of the Convertible Note to be converted in accordance with Section 6(y) hereof immediately following the Closing Time, to the Subscriber within five (5) Business Days after the Closing Time.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds completion of the Offering for general corporate purposes is conditional upon, among other things, the Corporation obtaining TSX Approval and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into NYSE AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the Offeringbusiness and affairs of the Corporation. The closing Subscriber acknowledges and agrees that as the sale of the Acquisition must Flow-Through Shares will not be completed prior qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the Termination Timecondition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Company Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company Underwriter have been made, payment by the Subscriber of the Subscription Amount, payable Price as set out in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLCSection 3.3; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus H▇▇▇▇▇▇ Securities Inc. Broadband Capital Management LLC Exchange Tower, S▇▇▇▇ ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇ Attention: M▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionFacsimile: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇6▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (c) the Subscriber having properly completed, signed and delivered Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable: (i) ALL SUBSCRIBERS"A" hereto.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional Corporation is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time, in accordance with the instructions provided on page 1 of this Subscription Agreement: (a) unless other arrangements acceptable to the Company have been madeon or before January 22, 2020, payment by the Subscriber to the Corporation of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) on or before January 22, 2020, the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇including all applicable Schedules and Exhibits hereto); (c) on before January 22, 2020, the Subscriber having properly completed, signed and delivered (i) Schedule “B” (the Accredited Investor Status Certificate), and (ii) Exhibit “A” and Exhibit “B” to Schedule “B” if subscribing under categories (j), (k) or (l) of the Accredited Investor Status Certificate; (d) on before January 22, 2020, if the Subscriber is not an individual and (i) holds, or will hold upon completion of the Offering, more than 5% of the issued and outstanding Common Shares on a Diluted or Undiluted basis; (ii) is, or will upon completion of the Offering be, an Insider; or (iii) is an Aggregate Pro Group placee, and a TSXV Corporate Placee Registration Form has not previously been filed with the TSXV or is not current, the Subscriber having properly completed, signed and delivered the form set out as Schedule “C”, Schedule “D”, Schedule “E” and, hereto; (e) the Subscriber having executed and returned to the extent practicable (and in any event Corporation, at the Corporation’s request, all other documents as may be required by no later than 5 Business Days after Securities Laws for delivery by the Closing Date), Annex B to Schedule “F”, as applicable:Corporation on behalf of the Subscriber; (if) ALL SUBSCRIBERSthe Corporation having obtained all necessary approvals and consents, including regulatory approvals in respect of the Offering; (g) the issue and sale of the Units being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities legislation relating to the sale of the Units, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and (h) the Corporation having obtained conditional approval of the TSXV for the listing of the Unit Shares and the Warrant Shares.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on July 12, 2017, to: Clarus Securities Inc. Broadband Mackie Research Capital Management LLC Exchange TowerCorporation 1▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇West, Box 368 Toronto, Ontario M5L 1G2 Attention: E▇▇▇ ▇▇▇▇▇ Email: E▇▇▇▇▇@▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇.▇▇▇ (b) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto; (c) if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “C”B hereto (if applicable), and the Existing Security Holder Certificate attached as Schedule “D”, Schedule “E” D hereto (if applicable); (d) the Issuer having accepted this Subscription Agreement; (e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and, (f) unless other arrangements acceptable to the extent practicable (Agent have been made, payment having been made to the Agent by the Subscriber of the Subscription Price as set out above under the heading “Procedure and in any event Delivery” on page v of this Subscription Agreement and payment having been made to the Issuer by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable: (i) ALL SUBSCRIBERSAgent on behalf of the Subscriber of the Subscription Price.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds completion of the Offering for general corporate purposes is conditional upon, among other things, the Corporation obtaining TSX Approval and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the Offeringbusiness and affairs of the Corporation. The closing Subscriber acknowledges and agrees that as the sale of the Acquisition must Common Shares will not be completed prior qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the Termination Timecondition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Common Shares. The Subscriber acknowledges and agrees that the obligations of the Company Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company Underwriter have been made, payment by the Subscriber of the Subscription Amount, payable Price as set out in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLCSection 3.3; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement and Schedule "A" hereto to: Clarus H▇▇▇▇▇▇ Securities Inc. Broadband Capital Management LLC Exchange Tower, S▇▇▇▇ ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇ Attention: M▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionFacsimile: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇6▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (c) the Subscriber having properly completed, signed and delivered Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable: (i) ALL SUBSCRIBERS

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional Corporation is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time, in accordance with the instructions provided on page 1 of this Subscription Agreement: (a) unless other arrangements acceptable to the Company have been madeon or before January 24, 2020, payment by the Subscriber to the Corporation of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) on or before January 24, 2020, the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇including all applicable Schedules and Exhibits hereto); (c) on before January 24, 2020, the Subscriber having properly completed, signed and delivered Schedule “C”B” (Certificate of U.S. Accredited Investor Status); (d) on before January 24, Schedule “D”2020, Schedule “E” and, to if the extent practicable (Subscriber is not an individual and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable: (i) ALL SUBSCRIBERSholds, or will hold upon completion of the Offering, more than 5% of the issued and outstanding Common Shares on a Diluted or Undiluted basis; (ii) is, or will upon completion of the Offering be, an Insider; or (iii) is an Aggregate Pro Group placee, and a TSXV Corporate Placee Registration Form has not previously been filed with the TSXV or is not current, the Subscriber having properly completed, signed and delivered the form set out as Schedule “C” hereto; (e) the Subscriber having executed and returned to the Corporation, at the Corporation’s request, all other documents as may be required by Securities Laws for delivery by the Corporation on behalf of the Subscriber; (f) the Corporation having obtained all necessary approvals and consents, including regulatory approvals in respect of the Offering; (g) the issue and sale of the Units being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities legislation relating to the sale of the Units, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and (h) the Corporation having obtained conditional approval of the TSXV for the listing of the Unit Shares and the Warrant Shares.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval, as applicable, by Nasdaq and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on Tuesday, November 5, 2024, to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇NioCorp Developments Ltd. 7▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇N▇▇▇ ▇▇▇▇▇▇ AttentionEmail: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇[***] (cb) the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate (Canada) attached as Schedule “C”, B hereto and the Accredited Investor Status Certificate (U.S.) attached as Schedule “D”, Schedule “E” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable:C hereto; (ic) ALL SUBSCRIBERSthe Issuer having accepted this Subscription Agreement; (d) all necessary regulatory and conditional approvals from or filings with the applicable Regulatory Authorities having been obtained or made by the Issuer; and (e) payment having been made by the Subscriber of the Subscription Price as set out above under the heading “Procedure and Delivery” on page vi of this Subscription Agreement.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees that the obligations of the Company hereunder are conditional Corporation is relying on the accuracy truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable at or prior to the Company have been made, payment time and date specified by the Subscriber of Corporation to the Subscription Amount, payable in Canadian FundsSubscriber: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, the Subscriber having made payment of the Subscription Amount in a manner as described below or in such other manner as may be provided for by the Corporation. Payment can be made by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; orwire transfer in U.S. funds using the following wire transfer instructions: Beneficiary Name and Address: Account No.: Routing No.: Bank Name: Bank Address: Bank SWIFT code: (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (including all applicable Schedules attached hereto) to: Clarus Securities MedMen Enterprises, Inc. Broadband Capital Management LLC Exchange Tower▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ With a Copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP 2100 Scotia Plaza ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (ciii) if the Subscriber is a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “CA”; (iv) if the Subscriber is not a U.S. Purchaser, the Subscriber having properly completed, signed and delivered Schedule “DB”, Schedule “E” and, ; (b) the Subscriber having executed and returned to the extent practicable Corporation, at the Corporation’s request, all other documents as may be required by the Securities Laws or any other laws for delivery by the Corporation on behalf of the Subscriber or otherwise; (c) the representations and in any event by no later than 5 Business Days after warranties of the Subscriber set forth herein being true and correct as of the Closing Date), Annex B to Schedule “F”, as applicable:Time; (id) ALL SUBSCRIBERSall covenants and agreements contained herein to be performed or complied with by the Subscriber on or prior to the Closing Time having been performed or complied with in all respects by the Subscriber; (e) the Corporation having obtained all necessary approvals, waivers, acknowledgements and consents in respect of the Offering; (f) the Corporation having accepted the Subscriber’s subscription, in whole or in part; and (g) the issue and sale of the Shares being exempt from the requirement to file a prospectus or registration statement under applicable Securities Laws relating to the sale of the Shares, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds completion of the Offering for general corporate purposes is conditional upon, among other things, the Corporation obtaining TSX Approval and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into NYSE AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the Offeringbusiness and affairs of the Corporation. The closing Subscriber acknowledges and agrees that as the sale of the Acquisition must Common Shares will not be completed prior qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the Termination Timecondition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Common Shares. Notwithstanding that the Subscriber may be purchasing Common Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Company Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company Underwriter have been made, payment by the Subscriber of the Subscription Amount, payable Price as set out in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLCSection 3.3; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus H▇▇▇▇▇▇ Securities Inc. Broadband Capital Management LLC Exchange Tower, S▇▇▇▇ ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇ Attention: M▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionFacsimile: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇6▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (c) the Subscriber having properly completed, signed and delivered Schedule “C”"A", Schedule “D”, "B" or Schedule “E” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”"C" hereto, as applicable: (i) ALL SUBSCRIBERS.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on April 23, 2019, to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇NioCorp Developments Ltd. 7▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇J▇▇ ▇▇▇▇ Email: j▇▇▇ Attention: .▇▇▇▇▇▇ @▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇.▇▇▇ (b) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto; (c) if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “C”, B hereto (if applicable) and the U.S. Purchaser Certificate attached as Schedule “D”, Schedule “E” and, to the extent practicable D hereto (and in any event by no later than 5 Business Days after the Closing Dateif applicable), Annex B to Schedule “F”, as applicable:; (id) ALL SUBSCRIBERSthe Issuer having accepted this Subscription Agreement; (e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and (f) payment having been made by the Subscriber of the Subscription Price as set out above under the heading “Procedure and Delivery” on page v of this Subscription Agreement.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval, as applicable, by Nasdaq and the TSX and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on Tuesday, August 29, 2023, to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ NioCorp Developments Ltd. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ AttentionEmail: ▇▇▇.▇▇▇ ▇▇@▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇.▇▇▇ (cb) if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable B hereto (and in any event by no later than 5 Business Days after the Closing Dateif applicable), Annex B to the Regulation S Certificate attached as Schedule “F”, C hereto (if applicable) and the U.S. Purchaser Certificate attached as Schedule D hereto (if applicable:); (ic) ALL SUBSCRIBERSthe Issuer having accepted this Subscription Agreement; (d) all necessary regulatory and conditional approvals from or filings with the applicable Regulatory Authorities having been obtained or made by the Issuer; and (e) payment having been made by the Subscriber of the Subscription Price as set out above under the heading “Procedure and Delivery” on page vi of this Subscription Agreement.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds completion of the Offering for general corporate purposes is conditional upon, among other things, the Corporation obtaining TSX Approval and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into NYSE AMEX Approval prior to the Closing Date and satisfactory due diligence by the Agents in respect of the Offeringbusiness and affairs of the Corporation. The closing Subscriber acknowledges and agrees that as the sale of the Acquisition must Flow-Through Shares will not be completed prior qualified by a prospectus in Canada or registered in the United States, such sale and issuance is subject to the Termination Timecondition that the Subscriber return to the Corporation and/or the Agents all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Agents and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Company Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company Agents have been made, payment by the Subscriber of the Subscription Amount, payable Price as set out in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLCSection 3.3; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus ▇▇▇▇▇▇▇ Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇▇▇ ▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇ Attention: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ AttentionFacsimile: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (c) the Subscriber having properly completed, signed and delivered Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable: (i) ALL SUBSCRIBERS"A" hereto.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees that the obligations of the Company Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement and the Corporation is relying on the truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been madeon or before June 15, 2023, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, Amount by way of a certified cheque electronic money transfer in United States dollars in accordance with the wire instructions attached hereto as Schedule “H”, or bank draft such other payment method as may be agreed to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLCthe Corporation; (b) on or before June 15, 2023, the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower(including the Interest Election Certificate in Schedule “B” (if the Subscriber is so electing), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Westthe Canadian Accredited Investor Status Certificate in Schedule “C”, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇the Employee, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇Executive Officer, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇Director and Consultant Status Certificate in Schedule “D”, the LEGAL*59255427.2 Offshore Purchaser Certificate in Schedule “E”, the Accredited Investor Certificate in Schedule “F”, as applicable, including any exhibit attached thereto, as applicable) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇as may be directed by the Corporation; (c) the Subscriber having properly completed, signed executed and delivered Schedule “C”, Schedule “D”, Schedule “E” and, returned to the extent practicable (and in any event Corporation, at the Corporation’s request, all other documents as may be required by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable:Securities Laws for delivery by the Corporation on behalf of the Subscriber; (id) ALL SUBSCRIBERSthe Corporation accepting the Subscriber’s subscription, in whole or in part; (e) the Corporation having obtained all necessary approvals and consents and regulatory approvals in respect of the Offering; (f) the issue and sale of the Convertible Debentures being exempt from the requirement to file a prospectus or registration statement and the requirement to deliver an offering memorandum under applicable Securities Laws relating to the offer and sale of the Convertible Debentures, or the Corporation having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or registration statement or to deliver an offering memorandum; and (g) all documentation relating to the offer, sale and issuance of the Convertible Debentures being in form and substance satisfactory to the Corporation on the advice of the Financial Advisor.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each Beneficial Purchaser) that the obligations of the Company Corporation hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Timepossible: (a) unless other arrangements acceptable to the Company have been made, Corporation accepts the Subscriber’s subscription in whole or in part; (b) payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, Price by way of a certified cheque or bank draft or cheque payable to “Clarus Securities Inc.Gunpowder Capital Corp.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed or else by Broadband Capital Management LLCwire transfer in accordance with the wire transfer instructions provided herein; (bc) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇to the Corporation; (cd) the Subscriber having properly completed, signed and delivered to the Corporation the Schedule “C”, A” Representation Letter as well as all applicable Appendices to such Schedule “D”A” Representation Letter attached hereto; (e) the Subscriber having properly completed, Schedule “E” and, signed and delivered to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B Corporation such other documents as may be required pursuant to Schedule “F”, as applicable:terms of this Subscription Agreement; (if) ALL SUBSCRIBERSthe offer, sale and issuance of the Shares being exempt from the prospectus and registration requirements of applicable Securities Laws as well as the securities laws in the United States; and (g) the representations and warranties of the Subscriber remaining true and correct at the Closing.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval, as applicable, by Nasdaq and the TSX and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on December 15, 2023 (or such other time, date or place as the Subscriber may be advised), to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇NioCorp Developments Ltd. 7▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇J▇▇ ▇▇▇▇▇▇ AttentionEmail: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇[***] (cb) if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable B hereto (and in any event by no later than 5 Business Days after the Closing Dateif applicable), Annex B to the Regulation S Certificate attached as Schedule “F”, C hereto (if applicable) and the U.S. Purchaser Certificate attached as Schedule D hereto (if applicable:); (ic) ALL SUBSCRIBERSthe Issuer having accepted this Subscription Agreement; (d) all necessary regulatory and conditional approvals from or filings with the applicable Regulatory Authorities having been obtained or made by the Issuer; and (e) payment having been made by the Subscriber of the Subscription Price as set out above under the heading “Procedure and Delivery” on page vi of this Subscription Agreement.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds completion of the Offering for general corporate purposes is conditional upon, among other things, the Corporation obtaining TSX Approval and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into AMEX Approval prior to the Closing Date and satisfactory due diligence by the Underwriter in respect of the Offeringbusiness and affairs of the Corporation. The closing Subscriber acknowledges and agrees that as the sale of the Acquisition must Flow-Through Shares will not be completed prior qualified by a prospectus in Canada, such sale and issuance is subject to the Termination Timecondition that the Subscriber return to the Corporation and/or the Underwriter all documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Underwriter and/or the Corporation may provide the Securities Regulators and tax authorities with a list setting forth the identities of the beneficial purchasers of the Flow-Through Shares. Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees that the obligations of the Company Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment fulfilment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company Underwriter have been made, payment by the Subscriber of the Subscription Amount, payable Price as set out in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLCSection 3.4; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ WestSecurities Inc Brookfield Place, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (c) the Subscriber having properly completed, signed and delivered Schedule “C”, Schedule “D”, Schedule “E” "A" hereto; and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”, as applicable: (id) ALL SUBSCRIBERSthe Subscriber having properly completed signed and delivered the Registration Rights Agreement attached hereto as Schedule "C".

Conditions of Closing. The Subscriber understands acknowledges and agrees (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that as the sale of the Units will not be qualified by a prospectus, such sale and issuance is subject to the condition that the Company will use Subscriber (or, if applicable, the proceeds of Disclosed Principal for whom it is contracting hereunder) sign and return to the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed Corporation and/or the Agent all relevant documentation required by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination TimeSecurities Laws. The Subscriber acknowledges and agrees that the Corporation and/or the Agent may be required to provide the Securities Regulators with a list setting forth the identities of the Disclosed Principal, if any. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of the Disclosed Principal or any undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of the Disclosed Principal) that the obligations of the Company Corporation hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) the Corporation accepts the Subscriber's subscription in whole or in part; (b) unless other arrangements acceptable to the Company Agent have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, Price by way of a certified cheque or bank draft in United States dollars payable to “Clarus Securities Inc.▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP in Trust” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed or by Broadband Capital Management LLC; (b) wire transfer of the Subscriber having properly completed, signed and delivered this Subscription Agreement Price in United States dollars to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP Trust Account TD Canada Trust ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇▇ & ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Transit No.: 10202-004 Account No.: 0690-▇▇▇▇▇▇▇ Swift Code No.: ▇▇▇▇▇▇▇▇▇▇▇ Bank of America NY, NY ABA No.: 026 009 593 Swift Code No.: ▇▇▇▇▇▇▇▇▇▇▇ To be forwarded to TD Canada Trust (c) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Kingsmill Capital Partners Inc. ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ AttentionFax: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (cd) the Subscriber having properly completed, signed and delivered one of the certificates as set forth in Schedule “C”, A” or Schedule “D”, Schedule “EB” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”hereto, as applicable:; (ie) ALL SUBSCRIBERSthe Subscriber having properly completed, signed and delivered to the Corporation such other documents as may be required pursuant to terms of this Subscription Agreement; and (f) the Corporation obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations of the Securities Regulators necessary to complete the offer, sale and issuance of the Securities.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval, as applicable, by Nasdaq and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on Friday, June 21, 2024, to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ NioCorp Developments Ltd. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ AttentionEmail: ▇▇▇▇▇▇ @▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇.▇▇▇ (cb) if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable B hereto (and in any event by no later than 5 Business Days after the Closing Dateif applicable), Annex B to the Regulation S Certificate attached as Schedule “F”, C hereto (if applicable) and the U.S. Purchaser Certificate attached as Schedule D hereto (if applicable:); (ic) ALL SUBSCRIBERSthe Issuer having accepted this Subscription Agreement; (d) all necessary regulatory and conditional approvals from or filings with the applicable Regulatory Authorities having been obtained or made by the Issuer; and (e) payment having been made by the Subscriber of the Subscription Price as set out above under the heading “Procedure and Delivery” on page vi of this Subscription Agreement.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each Beneficial Purchaser) that the obligations of the Company Corporation hereunder are conditional on the accuracy and truth of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not no later than 24 hours prior to the Closing Time: (a) the Corporation accepts the Subscriber’s subscription in whole or in part; (b) unless other arrangements acceptable to the Company Corporation and the Agent have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, Price by way of a certified cheque or bank draft in Canadian dollars payable to “Clarus Northern Securities Inc.” unless other acceptable payment arrangements have been made; orInc..” (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (bc) the Subscriber having properly completed, signed and delivered this Subscription Agreement no later than 9:00 a.m. EST on the last Business Day preceding the Closing Date to: Clarus Northern Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ AttentionFacsimile: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇ (cd) the Subscriber having properly completed, signed and delivered one of the certificates as set forth in Schedule “C”, A” or Schedule “D”, Schedule “EB” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”hereto, as applicable:; (ie) ALL SUBSCRIBERSthe Subscriber having properly completed, signed and delivered to the Corporation such other documents as may be required pursuant to terms of this Subscription Agreement; (f) the offer, sale and issuance of the Warrants being exempt from the prospectus and registration requirements of applicable Securities Laws; and (g) the conditions of closing contained in the Agency Agreement being satisfied or waived by the relevant party.

Conditions of Closing. The Subscriber understands that Offering is conditional upon, among other things, the Company will use Corporation having filed a Notification Form: Listing of Additional Shares for the proceeds listing of the Offering for general corporate purposes Shares, the Pre-Funded Warrant Shares, if any, and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection Warrant Shares with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary Nasdaq Global Market or any of the Company pursuant following markets or exchanges on which the Corporation’s common stock is then listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (or any successors to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing any of the Offering. The closing of the Acquisition must be completed prior to the Termination Timeforegoing). The Subscriber acknowledges and agrees that the obligations of the Company Corporation hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, Price by wire transfer (pursuant to the wire instruction set out below) in United States dollars payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Modular Medical, Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES”, or as instructed by Broadband Capital Management LLC;the Corporation and the Subscriber may otherwise agree: (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP Suite 3200, Bay Adelaide Centre – North Tower ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ Email: ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ @▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇.▇▇▇ (c) the Subscriber having properly completed, signed and delivered Schedule “CA”. The Subscriber and each Beneficial Purchaser, Schedule “D”if any, Schedule “E” andacknowledge and agree that as the sale of the Subscriber’s Units will not be qualified by a prospectus, such sale is subject to the extent practicable condition that the Subscriber (or, if applicable each Beneficial Purchaser) sign and in any event return to the Corporation all relevant documentation required by no later than 5 Business Days after applicable securities laws. The Subscriber and each Beneficial Purchaser, if any, acknowledge and agree that the Closing DateCorporation will be required to provide to the securities regulators a list setting out the identities of the Beneficial Purchasers of the Units. Notwithstanding that the Subscriber may be purchasing Units as an agent on behalf of an undisclosed principal (if permissible under applicable securities laws), Annex B the Subscriber agrees to Schedule “F”provide, on request, particulars as applicable: (i) ALL SUBSCRIBERSto the identity of such undisclosed principal.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on Friday, June 24, 2022, to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇NioCorp Developments Ltd. 7▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇J▇▇ ▇▇▇▇ Email: j▇▇▇ Attention: .▇▇▇▇▇▇ @▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇.▇▇▇ (b) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto; (c) if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “C”, B hereto (if applicable) and the U.S. Purchaser Certificate attached as Schedule “D”, Schedule “E” and, to the extent practicable D hereto (and in any event by no later than 5 Business Days after the Closing Dateif applicable), Annex B to Schedule “F”, as applicable:; (id) ALL SUBSCRIBERSthe Issuer having accepted this Subscription Agreement; (e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and (f) payment having been made by the Subscriber of the Subscription Price as set out above under the heading “Procedure and Delivery” on page v of this Subscription Agreement.

Conditions of Closing. The Subscriber understands that the Company will use the proceeds of the Offering for general corporate purposes and This Subscription Agreement shall be subject to extinguish up to approximately US$43 million of debt indirectly assumed acceptance by the Company in connection Issuer and approval by the Exchange and any other stock exchange or regulatory authority having jurisdiction with respect to the merger of Issuer (collectively, the “AcquisitionRegulatory Authorities”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into prior to the Closing of the Offering. The closing of the Acquisition must be completed prior to the Termination Time). The Subscriber acknowledges and agrees that the obligations of the Company Issuer hereunder are conditional on the accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement and in the term sheet appended as Schedule A as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) unless other arrangements acceptable to the Company have been made, payment by the Subscriber of the Subscription Amount, payable in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft to “Clarus Securities Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, as instructed by Broadband Capital Management LLC; (b) the Subscriber having properly completed, signed and delivered this Subscription Agreement (with payment) by no later than 5:00 p.m. (Vancouver time) on August 31, 2018, to: Clarus Securities Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ NioCorp Developments Ltd. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ AttentionEmail: ▇▇▇.▇▇▇ ▇▇@▇▇▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇.▇▇▇ (b) all Subscribers having properly completed, signed and delivered the Regulation S Certificate attached as Schedule C hereto; (c) if required by this Subscription Agreement, the Subscriber having properly completed, signed and delivered the Accredited Investor Status Certificate attached as Schedule “C”, Schedule “D”, Schedule “E” and, to the extent practicable B hereto (and in any event by no later than 5 Business Days after the Closing Dateif applicable), Annex B to the Existing Security Holder Certificate attached as Schedule “F”, D hereto (if applicable) and the U.S. Purchaser Certificate attached as Schedule E hereto (if applicable:); (id) ALL SUBSCRIBERSthe Issuer having accepted this Subscription Agreement; (e) all necessary regulatory and conditional Exchange approvals having been obtained by the Issuer; and (f) payment having been made by the Subscriber of the Subscription Price as set out above under the heading “Procedure and Delivery” on page v of this Subscription Agreement.

Conditions of Closing. The Subscriber understands that Offering is conditional upon, among other things, the Company will use the proceeds of the Offering for general corporate purposes and to extinguish up to approximately US$43 million of debt indirectly assumed by the Company in connection with the merger of (the “Acquisition”) Choice Environmental Services, Inc. with and into a subsidiary of the Company pursuant to an agreement and plan of merger (the “Acquisition Agreement”) to be entered into Corporation obtaining TSX-V Approval prior to the Closing Date. The Subscriber acknowledges and agrees that as the sale of the Offering. The closing of the Acquisition must Units will not be completed prior qualified by a prospectus, such sale and issuance is subject to the Termination Timecondition that the Subscriber (or, if applicable, any others for whom it is contracting hereunder, including each beneficial purchaser) sign and return to the Corporation and/or the Agents all relevant documentation required by the Securities Laws. The Subscriber acknowledges and agrees that the Agents and/or the Corporation may be required to provide the Securities Regulators with a list setting forth the identities of the beneficial purchasers of the Units. Notwithstanding that the Subscriber may be purchasing Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the identity of such undisclosed principal as may be required by the Corporation in order to comply with the foregoing. The Subscriber acknowledges and agrees (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder, including each beneficial purchaser) that the obligations of the Company Corporation hereunder are conditional on the truth and accuracy of the representations and warranties of the Subscriber contained in this Subscription Agreement as of the date of this Subscription Agreement, and as of the Closing Time as if made at and as of the Closing Time, and the fulfillment of the following additional conditions as soon as possible and in any event not later than 24 hours prior to the Closing Time: (a) the Corporation accepts the Subscriber’s subscription in whole or in part; (b) unless other arrangements acceptable to the Company Agent have been made, payment by the Subscriber of the Subscription Amount, payable Price by certified cheque in Canadian Funds: (i) IF THE SUBSCRIBER IS NOT RESIDENT IN THE UNITED STATES, by way of a certified cheque or bank draft dollars payable to “Clarus Securities Westwind Partners Inc.” unless other acceptable payment arrangements have been made; or (ii) IF THE SUBSCRIBER IS RESIDENT IN THE UNITED STATES, or as instructed otherwise directed by Broadband Capital Management LLCthe Lead Agent; (bc) the Subscriber having properly completed, signed and delivered this Subscription Agreement to: Clarus Securities Westwind Partners Inc. Broadband Capital Management LLC Exchange Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ West▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Nick Pocrnic Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax (▇▇▇) ▇▇▇-▇▇▇▇; (cd) the Subscriber having properly completed, signed and delivered the certificate as set forth in Schedule “C”, Schedule A” or “D”, Schedule “EB” and, to the extent practicable (and in any event by no later than 5 Business Days after the Closing Date), Annex B to Schedule “F”hereto, as applicable:; (ie) ALL SUBSCRIBERSthe Subscriber having properly completed, signed and delivered to the Corporation such other documents as may be required pursuant to terms of this Subscription Agreement; (f) the offer, sale and issuance of the Units being exempt from the prospectus and registration requirements of applicable Securities Laws; and (g) the conditions of closing contained in the Agency Agreement being satisfied or waived by the relevant party.