Amendment #8 to Lind Agreement, dated January 23, 2018, between the Company and Lind Asset Management IV, LLC

Issuer:

Investor:

NioCorp Developments Ltd (the “Company”)

Lind Asset Management IV, LLC (the “Investor”)

Second Warrants:

(the Funded Amount / VWAP per Share during the five (5) consecutive Trading Days immediately before the Second Closing Date) X 0.50, with an exercise price equal to 120% of the VWAP per Share for the five consecutive Trading Days immediately before the Second Closing Date.

Amount of Second
Convertible Security:

Term:

The definition of the word “term” as it appears in Section 1.1 of the Contract is hereby amended by adding the following new Section:

(e) In respect of the Convertible Securities issued pursuant to the Second Convertible Security Increase Notice and the Second Convertible Security Increase Notice from the Company (collectively the “Subsequent Second Convertible Securities”), the period commencing from the date of the Subsequent Second Convertible Security Closing or the Subsequent Second Convertible Security Closing at the Request of the Company (as applicable) and ending on the date that is the earlier of: (i) twenty-four (24) months from the date of the Subsequent Second Convertible Security Closing or the Subsequent Second Convertible Security Closing at the Request of the Company (as applicable); or (ii) thirty (30) calendar days after the date on which there is nil Amount Outstanding of said Subsequent Second Convertible Securities due to the Amount Outstanding having been fully converted and/or fully repaid (including with any applicable premium).

The following section is hereby added as new Section 2.1(k) to the Contract:

After 90 days following the funding of the Second Convertible Security, the Company may issue the Investor with a written notice requiring the Investor to increase the amount of the funding advanced under the Second Convertible Security (Second Convertible Security Increase Notice from the Company) and within thirty (30) Trading Days of the issue of the Second Convertible Security Increase Notice from the Company, the Investor will advance to the Company, subject to no prior or current Event of Default and provided that at such time (i) the Market Capitalisation of the Company is above C$75,000,000, and (ii) the Company has at least US$150,000 of cash on its balance sheet in immediately available funds a further US$1,000,000 (subject to any additional set off in this Agreement) with an implied interest rate of 10% per annum (being a Total Interest Amount of US$200,000 regardless of whether the Conversion and/or repayment of the entire Amount Outstanding for the Second Convertible Security occurs before the expiry of the Term, subject to clause 5.4) as additional consideration for the Second Convertible Security, the Face Value of the Second Convertible Security of which will increase by US$1,200,000 (representing a further funding amount of US$1,000,000 plus an implied interest amount of US$200,000) (the date on which such funds are received from the Investor by the Company constituting the Subsequent Second Convertible Security Closing at the Request of the Company);

Subsequent Funding at
the Request of the
Company Second
Warrants

The following definition is added to Section 1.1 of the Contract:

Subsequent Funding at the Request of the Company Second Warrants  means that number of warrants to purchase Shares to which the Investor is entitled pursuant to the Subsequent Funding at the Request of the Company Second Warrants Calculation Formula, exercisable at the Warrants Exercise Price on or before the date falling thirty-six (36) months after their issue, granted in accordance with the terms and conditions set out in Annexure A.

Subsequent Funding at the Request of the Company Second Warrants Calculation Formula means the number (N) determined pursuant to the following formula:

(US$1,000,000 / VWAP per Share during the five (5) consecutive Trading Days immediately before the Subsequent Second Convertible Security Closing at the Request of the Company) X 0.50 = N.

Confidentiality:

Miscellaneous:

The Company shall not disseminate or disclose this Amending Agreement or any content of this Amending Agreement in any way to any third party, other than (i) as may be required by law, and/or (ii) to its employees, agents, directors, attorneys, financial advisors and consultants that have a reasonable need to know such information. The obligations of the Company contained in this paragraph are binding on the Company, and shall survive the termination of this Amending Agreement.

Except as specifically set forth hereinabove, the Contract remains in full force and effect.

Capitalized terms used but not defined in this Amending Agreement have the meanings given to them in the Contract.

On and after the date of this Amending Agreement, any reference to “the Agreement” in the Contract and any reference to the Contract in any other agreement will mean the Contract as amended by this Amending Agreement.

This Amending Agreement becomes effective when executed by the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their perspective successors, legal representatives and permitted assigns.

This Amending Agreement shall be governed by, including as to validity, interpretation and effect, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

This Amending Agreement and the Contract shall be read and construed together as if they constituted one document, provided that if there is any inconsistency between the Contract and the provisions of this Amending Agreement, the provisions of this Amending Agreement shall govern.

The Parties agree that this Amending Agreement is a written instrument in writing as contemplated by Section 17.8 of the Contract.