AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2023 • Niocorp Developments LTD • Metal mining • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 17, 2023, is made and entered into by and among NioCorp Developments Ltd., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), GX Acquisition Corp. II, a Delaware corporation (“GX”), GX Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), certain holders of the common shares of the Company (the “Common Shares”) set forth on Schedule 1 hereto (such shareholders, the “NioCorp Holders”), certain current and former stockholders of GX, and other persons and entities, in each case, set forth on Schedule 2 hereto (collectively, the “Investor Holders” and, collectively with the Sponsor, the NioCorp Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, the “Holders” and each, a “Holder”).
NIOCORP DEVELOPMENTS LTD. as the Corporation and COMPUTERSHARE TRUST COMPANY OF CANADA as the Warrant AgentWarrant Indenture • September 18th, 2018 • Niocorp Developments LTD • Metal mining • British Columbia
We are delivering this letter in connection with the purchase of common shares (the “Common Shares”) of NioCorp Developments Ltd., a corporation incorporated under the laws of the Province of British Columbia (the “Corporation”) upon the exercise of warrants of the Corporation (“Warrants”), issued under the warrant indenture dated as of September 14, 2018 between the Corporation and Computershare Trust Company of Canada.
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • January 27th, 2023 • Niocorp Developments LTD • Metal mining • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 26, 2023, is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada (the “Company”).
NIOCORP DEVELOPMENTS LTD. UNIT SUBSCRIPTION AGREEMENTSubscription Agreement • December 20th, 2023 • Niocorp Developments LTD • Metal mining
CONSULTING AGREEMENTConsulting Agreement • July 26th, 2016 • Niocorp Developments LTD • Metal mining • British Columbia
NIOCORP DEVELOPMENTS LTD., a company incorporated under the laws of the Province of British Columbia and having its head office at 1050 West Pender Street, Suite 1510, Vancouver, BC V6E 3S7
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2022 • Niocorp Developments LTD • Metal mining
THIS EMPLOYMENT AGREEMENT, by and between Elk Creek Resources Corporation, a Nebraska corporation, with its principal place of business located at 386 Broadway, P.O. Box 506, Tecumseh, NE 68450, and any successor entity thereto (the “Company”), and Neal Shah (“Executive”), is dated as of the 25th day of September, 2022 (the “Agreement”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • April 12th, 2017 • Niocorp Developments LTD • Metal mining • British Columbia
NIOCORP DEVELOPMENTS LTD., a corporation incorporated under the laws of British Columbia with an office at 7000 South Yosemite Street, Suite 115, Centennial, CO, USA 80112
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 29th, 2022 • Niocorp Developments LTD • Metal mining • Delaware
This Company Support Agreement (this “Agreement”) is dated as of September 25, 2022, by and among GX Acquisition Corp. II, a Delaware corporation (“GX”), NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”), and the shareholders of the Company set forth on Schedule I hereto (the “Company Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
AGENCY AGREEMENTAgency Agreement • August 1st, 2017 • Niocorp Developments LTD • Metal mining • Ontario
The undersigned, Mackie Research Capital Corporation (the “Agent”), understands that NioCorp Developments Ltd. (the “Corporation”) proposes to create, issue and sell, subject to the terms and conditions set forth herein up to 3,077,000 Units of the Corporation (the “Units”) at a price of $0.65 per Unit (the “Purchase Price”), for total gross proceeds to the Corporation of up to $2,000,050 (the “Brokered Offering”).
AMENDMENT TO CONTRACTAmendment to Contract • August 23rd, 2023 • Niocorp Developments LTD • Metal mining
AGREEMENT, made and entered into this 1st day of April 2023, by and between NIOCORP DEVELOPMENTS LTD., of 7000 South Yosemite Street, Suite115, Centennial, CO 80112 (hereinafter referred to as “NioCorp”) and 76 RESOURCES, LLC., having an office in Highlands Ranch, Co, USA (hereinafter referred to as “Consultant”).
SPECIAL WARRANT INDENTURE Providing for the Creation and Issue of 30,000,000 Special Warrants BETWEEN NIOCORP DEVELOPMENTS LTD. - and - COMPUTERSHARE TRUST COMPANY OF CANADA Dated as of November 10, 2014Special Warrant Indenture • July 26th, 2016 • Niocorp Developments LTD • Metal mining • British Columbia
The Special Warrant Agent represents to the Corporation that to the best of its knowledge, at the time of execution and delivery hereof no material conflict of interest exists between its role as a Special Warrant Agent hereunder and its role in any other capacity and agrees that in the event of a material conflict of interest arising hereafter it will, within 90 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its agency hereunder to a successor Special Warrant Agent approved by the Corporation and meeting the requirements set forth in Section 9.9. Notwithstanding the foregoing provisions of this Section 9.3, if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Indenture and the Special Warrant Certificate shall not be affected in any manner whatsoever by reason thereof 36
Date: February 16, 2021 NioCorp Developments Ltd. as Company Lind Global Asset Management III, LLC as Investor Convertible Security Funding Agreement Agreement for a private placement of US$10,000,000 by way of a convertible securityConvertible Security Funding Agreement • February 17th, 2021 • Niocorp Developments LTD • Metal mining • British Columbia
The Investor has agreed to invest US$10,000,000 in the Company and the Company has agreed to issue the Convertible Security to the Investor, in accordance with the terms of this Agreement.
AMENDMENT #7 TO CONTRACTAgreement • February 9th, 2018 • Niocorp Developments LTD • Metal mining
AGREEMENT, made and entered into this 28th day of August, 2017, by and between NioCorp Developments Ltd., of 7000 South Yosemite Street, Suite115, Centennial, CO 80112 (hereinafter referred to as “NioCorp”) and Lind Asset Management IV, LLC, of 370 Lexington Ave, Suite 1900, New York, NY 10017 (hereinafter referred to as “Lind”).
MARK A. SMITH EXECUTIVE CHAIRMAN AND CEONiocorp Developments LTD • December 14th, 2020 • Metal mining
December 13, 2021Niocorp Developments LTD • December 13th, 2021 • Metal mining
ContractAgreement • September 2nd, 2016 • Niocorp Developments LTD • Metal mining • New York
*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT #5 TO CONTRACT AMENDING, RESTATING AND REPLACING AMENDMENT #4Agreement • August 29th, 2017 • Niocorp Developments LTD • Metal mining
AGREEMENT, made and entered into this 1st day of June, 2017, by and between NioCorp Developments Ltd., of 7000 South Yosemite Street, Suite115, Centennial, CO 80112 (hereinafter referred to as “NioCorp”) and Lind Asset Management IV, LLC, of 370 Lexington Ave, Suite 1900, New York, NY 10017 (hereinafter referred to as “Lind”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 24th, 2023 • Niocorp Developments LTD • Metal mining
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of February 24, 2023, to the Securities Purchase Agreement (as defined below) is between NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada, with principal executive offices located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I to the Securities Purchase Agreement (individually, a “Buyer” and collectively the “Buyers”).
AMENDMENT #3 TO CONTRACTContract • March 24th, 2017 • Niocorp Developments LTD • Metal mining
AGREEMENT, made and entered into this __ day of March, 2017, by and between NioCorp Developments Ltd., of 7000 South Yosemite Street, Suite115, Centennial, CO 80112 (hereinafter referred to as "NioCorp") and Lind Asset Management IV, LLC, of 370 Lexington Ave, Suite 1900, New York, NY 10017 (hereinafter referred to as "Lind").
December 14, 2020Niocorp Developments LTD • December 14th, 2020 • Metal mining
AMENDMENT #1 TO CONTRACTTo Contract • August 29th, 2017 • Niocorp Developments LTD • Metal mining
AGREEMENT, made and entered into this 26th day of September, 2016, by and between NioCorp Developments Ltd., of 7000 South Yosemite Street, Suite115, Centennial, CO 80112 (hereinafter referred to as “NioCorp”) and Lind Asset Management IV, LLC, of 370 Lexington Ave, Suite 1900, New York, NY 10017 (hereinafter referred to as “Lind”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 29th, 2022 • Niocorp Developments LTD • Metal mining • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of September 25, 2022, by and among GX Sponsor II LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), GX Acquisition Corp. II, a Delaware corporation (“GX”), and NioCorp Developments Ltd., a company incorporated under the laws of the Province of British Columbia (the “Company”).
NioCorp Developments Ltd. as Company Lind Asset Management IV, LLC as InvestorConvertible Security Funding Agreement • July 26th, 2016 • Niocorp Developments LTD • Metal mining • British Columbia
The Investor has agreed to invest an amount of up to US$10,500,000 in the Company, and the Company has agreed to issue Convertible Securities to the Investor in accordance with the terms of this Agreement.
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • April 12th, 2024 • Niocorp Developments LTD • Metal mining • New York
This Guaranty is made as of April 11, 2024 by ELK CREEK RESOURCES CORPORATION, a Delaware corporation (“ECRC”), and 0896800 B.C. LTD., a company organized under the laws of the Province of British Columbia, Canada (“0896800” and together with ECRC, the “Guarantors”), in favor of YA II PN, LTD. (“YA II”) and LIND GLOBAL FUND II LP (“Lind” and collectively with YA II, the “Purchasers”), with respect to all obligations of NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada (the “Issuer”), owed to the Purchasers.
Re: 6th Amending Agreement - Credit Facility Agreement between NioCorp Developments Ltd. and Mark SmithNiocorp Developments LTD • June 10th, 2020 • Metal mining
Pursuant to a credit facility agreement between NioCorp Developments Ltd. (the “Borrower”) and Mark Smith (the “Lender”) dated January 16, 2017 and as amended March 20, 2017 and February 26, 2018 and May 14, 2019 and January 10, 2020 and April 2, 2020 (the “Credit Facility Agreement”), the Lender advanced a loan to the Borrower on the terms and conditions set out therein.
CONTRACT ASSIGNMENT AND NOVATION AGREEMENTContract Assignment and Novation Agreement • September 16th, 2020 • Niocorp Developments LTD • Metal mining
THIS CONTRACT ASSIGNMENT AND NOVATION AGREEMENT (this “Agreement”) is made as of August 31, 2020 by and between KMSMITH, LLC. a company incorporated under the laws of Delaware, USA and having an office in Highlands Ranch, Co, USA (“Assignor”), and 76 Resources, Inc. a company incorporated under the laws of Delaware, USA and having an office in Highlands Ranch, Co, USA (“Assignee”), and NioCorp Developments, Ltd., (“NioCorp”), a company incorporated under the laws of the Province of British Columbia and having a place of business at 7000 S. Yosemite, Suite 115, Centennial, Colorado, 80112.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 27th, 2023 • Niocorp Developments LTD • Metal mining • New York
THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 26, 2023, is between NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada, with principal executive offices located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).
Amendment #1 to the Convertible Security Funding Agreement between NioCorp Developments Ltd. And Lind Global Asset Management III, LLCConvertible Security Funding Agreement • February 4th, 2022 • Niocorp Developments LTD • Metal mining • British Columbia
Recitals: Whereas, Company and Investor have previously entered into that certain “Convertible Security Funding Agreement” dated February 16, 2021 (hereinafter referred to as the “Contract”), and Company and Investor wish to further amend the terms and conditions of the Contract as hereinafter provided by executing this amending agreement (“Amending Agreement”). Company and Investor Agree as follows:
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [**].Option to Purchase • September 16th, 2020 • Niocorp Developments LTD • Metal mining • Nebraska
This Amended and Restated Option to Purchase (“Option Agreement”) is made and entered into as of April 29, 2020 (“Effective Date”) between Beverly J. Beethe (“Owner”) whose address is 72027 Hwy 50, Elk Creek, Nebraska 68348 and Elk Creek Resources Corp., a Nebraska corporation (“Optionee”), whose address is 386 Broadway, Tecumseh, Nebraska 68450. For purposes of matters related to the exercise of her right to reserve a Life Estate (as defined below) as set forth in this Option Agreement, Beverly J. Beethe is referred to in this Option Agreement as “Beverly”.
February 26, 2018Niocorp Developments LTD • April 9th, 2018 • Metal mining
BUSINESS COMBINATION AGREEMENT by and among NIOCORP DEVELOPMENTS LTD., GX ACQUISITION CORP. II and BIG RED MERGER SUB LTD Dated: September 25, 2022Business Combination Agreement • September 29th, 2022 • Niocorp Developments LTD • Metal mining • Delaware
REGISTRATION RIGHTS AGREEMENT JOINDER March 17, 2023Registration Rights Agreement • March 17th, 2023 • Niocorp Developments LTD • Metal mining
Each of Dean Kehler and Cooper Road, LLC (each a “Major Sponsor Holder” and, together, the “Major Sponsor Holders”) and the other parties listed on Schedule A attached hereto (each, including the Major Sponsor Holders, a “Sponsor Holder,” and collectively, the “Sponsor Holders”), severally and not jointly, is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of March 17, 2023 (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Registration Rights Agreement”), by and among NioCorp Developments Ltd. (the “Company”), GX Acquisition Corp. II, GX Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the other persons or entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.
MARK A. SMITH EXECUTIVE CHAIRMAN AND CEONiocorp Developments LTD • June 5th, 2019 • Metal mining
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2024 • Niocorp Developments LTD • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 11, 2024, is made and entered into by and among NIOCORP DEVELOPMENTS LTD., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”) and LIND GLOBAL FUND II LP, a Delaware limited partnership (together with Yorkville, the “Investors” and, collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.12 of this Agreement, for so long as such person or entity holds any Registrable Securities, the “Holders” and each, a “Holder”).
Amendment #1 to OFF TAKE AGREEMENTOff Take Agreement • October 31st, 2022 • Niocorp Developments LTD • Metal mining
THIS Amendment (the “Amendment”) to the Offtake Agreement (the “Agreement”) originally entered into on June 13, 2016 between NioCorp Developments LTD (“NioCorp”) and CMC Cometals division of Commercial Metals Company (“CMC”), and subsequently, on Sept 1, 2017, assigned to and assumed from CMC by Traxys Cometals USA, LLC., is entered into on April 13, 2020.
