DEF 14A of Niocorp Developments LTD
Filed Feb 25, 2026 · FY20250001539497-26-000784
NOTICE OF MEETING
| 6. | to approve the amendment and restatement of the NioCorp Developments Ltd. Long Term Incentive Plan, set out in Schedule B to the accompanying Management Information and Proxy Circular, including amendments thereto and unallocated entitlements thereunder; |
MANAGEMENT INFORMATION AND PROXY CIRCULAR
| 6. | to approve the amendment and restatement of the NioCorp Developments Ltd. Long Term Incentive Plan, set out in Schedule B hereto, including amendments thereto and unallocated entitlements thereunder (the “LTIP amendment and restatement proposal”); |
MANAGEMENT INFORMATION AND PROXY CIRCULAR
Security Ownership of Certain Beneficial Owners As of February 9, 2026, other than as disclosed, the Company is not aware of any persons that beneficially own more than 5% of its outstanding Common Shares who does not serve as an executive officer or director of the Company. No Hedging or Other Speculative Transactions by Employees, Officers and Directors The Company’s Insider Trading Policy (as described under “Corporate Governance–Insider Trading Policy” below) prohibits employees, officers and directors of the Company or their designees from engaging in hedging and other speculative transactions involving the Company’s securities, including buying the Company’s securities on margin, short-selling, trading in puts or calls or similar arrangements that results in a gain only if the value of the Company’s securities declines in the future. The Company’s policy applies to, among other securities, Company securities granted to employees, officers or directors as compensation, as well as securities held, directly or indirectly, by such employees, officers or directors. Change in Control Arrangements As of February 9, 2026, there are no arrangements known to us that would result in a change in control of the Company. We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government. FINANCIAL STATEMENTS The audited financial statements of the Company for the fiscal year ended June 30, 2025, report of the auditor and related management discussion and analysis, all of which may be obtained from SEDAR+ at www.sedarplus.com or from EDGAR at www.sec.gov, will be placed before the Meeting and have been filed with the securities commissions or similar regulatory authority in British Columbia, Alberta, Saskatchewan, Ontario and New Brunswick. PARTICULARS OF MATTERS TO BE ACTED UPON I AND II – NUMBER AND ELECTION OF DIRECTORS Directors of the Company are elected at each annual general meeting of shareholders and hold office until the next annual general meeting of shareholders or until that person sooner ceases to be a director. Currently, the Board consists of seven directors whose terms expire at the Meeting. David C. Beling, a director since 2011, has not been nominated by the Board to stand for re-election at the Meeting, and we thank him for nearly 15 years of service. Accordingly, the shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at six for the next year, subject to any increases permitted by the Company’s Articles. The number of directors will be approved if the affirmative vote of at least a majority of Common Shares present or represented by proxy at the Meeting and entitled to vote thereat are voted in favor of setting the number of directors at six. Management recommends a vote “FOR” in respect of the resolution to set the number of directors of the Company at six. Unless you provide other instructions, the proxy will be voted for the nominees listed below. Management does not expect that any of the nominees will be unable to serve as a director. If before the Meeting any vacancies occur in the slate of nominees listed below, the person named in the proxy will exercise his or her discretionary authority to vote the Common Shares represented by the proxy for the election of another person or persons as directors to fill such vacancies. The following are the Company’s six directors that are up for election at the Meeting. Management has nominated each of the persons named in the table below for election as director. The information concerning current directors and proposed nominees has been furnished by each of them:
Proposal
Pre-approval Policies The policy of the Audit Committee has been to pre-approve all audit, audit-related and non-audit services performed by our independent auditors and to subsequently review the actual fees and expenses paid to our independent auditors. Accordingly, the Audit Committee pre-approved all audit, audit-related and non-audit services performed by Deloitte and BDO and subsequently reviewed the actual fees and expenses paid for these services. All of the services provided during the years ended June 30, 2025 and June 30, 2024, were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. Voting Procedures for Appointment of Auditor The auditors must be appointed, and the approval of the proposal that the auditor’s remuneration be fixed by the Board through the Audit Committee must be passed by an affirmative vote of a simple majority of the votes cast, either in person or by proxy, at the Meeting on this matter. Abstentions will not be counted as FOR or WITHHOLD with respect to this matter. Management recommends a vote “FOR” (i) the appointment of Deloitte as auditors of the Company to hold office until the next annual general meeting and (ii) the authorization of the Board to fix their remuneration through the Audit Committee. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted “FOR” (i) the appointment of Deloitte as auditors of the Company to hold office until the next annual general meeting and (ii) the authorization of the Board to fix their remuneration through the Audit Committee. IV – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY PROPOSAL”) As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, the Company is asking shareholders to cast a non-binding, advisory vote to approve the compensation of its named executive officers, as disclosed pursuant to SEC rules, the executive compensation tables and related compensation disclosures included in this Information Circular. This proposal, commonly known as a “say-on-pay” proposal, gives shareholders the opportunity to express their views about the compensation the Company pays to its named executive officers, as described in this Information Circular. The vote is not intended to address any specific items of named executive officer compensation, but rather to address the Company’s overall approach to the compensation of its named executive officers described in this Information Circular. The text of the resolution to be approved is as follows: “BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT: on a nonbinding, advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the compensation tables and related narratives and descriptions of the Management Information and Proxy Circular for the Annual General Meeting of Shareholders held on April 6, 2026, is hereby APPROVED.” The Board believes that the Company’s executive compensation program is designed appropriately and is working effectively to help ensure that the Company compensates its named executive officers for the achievement of performance goals that will enhance shareholder value. Before you vote, please review the section captioned “Executive Compensation” below, which describes the Company’s named executive officer pay programs and the rationale behind the decisions made by the Board and the Compensation and Organization Committee of the Board (the “Compensation Committee”). The Company has designed its executive compensation structure to attract, motivate, and retain executives with the skills required to formulate and implement the Company’s strategic business objectives and deliver on the Company’s commitment to build long-term shareholder value. The Company believes that its executive compensation program is competitive, strongly focused on pay-for-performance principles and appropriately balanced between risk and rewards. You may vote “FOR” or “AGAINST” the resolution or “ABSTAIN” from voting on the resolution. The result of the say-on-pay proposal will not be binding on the Company or the Board; however, the Board values the views of its shareholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions. The Company currently holds a say-on-pay vote annually, and expects to hold the next such say-on-pay vote at its next annual general meeting of shareholders. If no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote “FOR” the approval, on a nonbinding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Information Circular and described in this say-on-pay proposal. The Board recommends a vote “FOR” the approval, on a nonbinding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Information Circular. V – APPROVE AMENDMENT AND RESTATEMENT OF THE NIOCORP DEVELOPMENTS LTD. LONG TERM INCENTIVE PLAN We are asking shareholders to approve the amendment and restatement of the NioCorp Developments Ltd. Long Term Incentive Plan. On February 6, 2026, our Board unanimously approved and adopted, subject to the approval of our shareholders at the Meeting, the amendment and restatement of the NioCorp Developments Ltd. Long Term Incentive Plan. In this proposal, we refer to the original NioCorp Developments Ltd. Long Term Incentive Plan, as last amended and restated and approved by shareholders on January 19, 2024, as the “2017 Long-Term Incentive Plan,” and we refer to the newly amended and restated NioCorp Developments Ltd. Long Term Incentive Plan as the “2017 Amended Long-Term Incentive Plan.” At the Meeting, shareholders will be asked to approve an ordinary resolution set forth below to confirm and approve the 2017 Amended Long-Term Incentive Plan. Our Board is recommending that our shareholders vote in favor of the 2017 Amended Long-Term Incentive Plan. The 2017 Amended Long-Term Incentive Plan continues to afford the Board the ability to design compensatory awards that are responsive to our needs and includes authorization for a variety of awards designed to advance our interests and long-term success by helping to attract, motivate and retain our officers, other employees and non-employee directors, as well as potentially certain non-employees who provide employee-type services to us. Shareholder approval of the 2017 Amended Long-Term Incentive Plan would primarily make available for awards under the 2017 Amended Long-Term Incentive Plan 11,300,000 Common Shares, as described below and in the 2017 Amended Long-Term Incentive Plan, with such amount subject to adjustment, including under the share counting rules of the 2017 Amended Long-Term Incentive Plan. The 2017 Amended Long-Term Incentive Plan also makes certain other changes to the 2017 Long-Term Incentive Plan, which changes are described below. If the 2017 Amended Long-Term Incentive Plan is approved by our shareholders at the Meeting, it will be effective as of the date of the Meeting. If the 2017 Amended Long-Term Incentive Plan is not approved by our shareholders, then it will not become effective, no awards will be made under the 2017 Amended Long-Term Incentive Plan, and the existing 2017 Long-Term Incentive Plan will continue in accordance with its terms as previously approved by our shareholders.
Proposal
The actual text of the 2017 Amended Long-Term Incentive Plan is attached as Schedule B to this Information Circular. The following description of the 2017 Amended Long-Term Incentive Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Schedule B to this Information Circular.
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan The 2017 Amended Long-Term Incentive Plan makes the following material changes to the 2017 Long-Term Incentive Plan:
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan
| ● | Share Pool: The original 2017 Long-Term Incentive Plan included an “evergreen” share limit that provided for, among other things, an aggregate number of Common Shares reserved for issuance (taking into account all other security based compensation arrangements of the Company) equal to 10% of the issued and outstanding Common Shares from time to time. However, the 2017 Amended Long-Term Incentive Plan now includes a finite limit on the number of Common Shares available for awards under the plan. Specifically, subject to adjustment as provided in the 2017 Amended Long-Term Incentive Plan and the share counting rules set forth in such plan, the number of Common Shares available under the 2017 Amended Long-Term Incentive Plan for awards of (1) Options, (2) Share Units (as defined below), and (3) dividend equivalents, will not exceed, in the aggregate, 11,300,000 Common Shares, minus, as of the effective date of the 2017 Amended Long-Term Incentive Plan, one Common Share for every one Common Share subject to an award granted under the 2017 Long-Term Incentive Plan after February 9, 2026 and before such effective date. Such Common Shares may be shares of original issuance or treasury shares or a combination of the two. Subject to the share counting rules of the 2017 Amended Long-Term Incentive Plan, the aggregate number of Common Shares available under the 2017 Amended Long-Term Incentive Plan will be reduced by on Common Share for every one Common Share subject to an award granted under the 2017 Amended Long-Term Incentive Plan. Under the 2017 Amended Long-Term Incentive Plan, subject to adjustment as provided in the plan, the aggregate number of Common Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options (as defined below) will not exceed 11,300,000 Common Shares. |
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan
| ● | Share Counting Rules and Limitations: In connection with changing to a finite share pool, the 2017 Amended Long-Term Incentive Plan includes share counting rules that govern how shares are deducted from (or added back) to the share pool. In general, if any award under the 2017 Amended Long-Term Incentive Plan (in whole or in part) is cancelled or forfeited, expires, is settled for cash, or is unearned, the Common Shares subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under the 2017 Amended Long-Term Incentive Plan. Further, under the 2017 Amended Long-Term Incentive Plan, (a) Common Shares withheld by the Company, tendered or otherwise used in payment of the exercise price of an Option will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the plan, (b) Common Shares withheld by the Company, tendered or otherwise used to satisfy tax withholding with respect to awards under the plan will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the plan, and (c) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options will not be added (or added back, as applicable) to the aggregate number of Common Shares available under the plan. If, under the 2017 Amended Long-Term Incentive Plan, a participant has elected to give up the right to receive cash compensation in exchange for Common Shares based on fair market value, such Common Shares will not count against the aggregate limit under the plan. The 2017 Amended Long-Term Incentive Plan also eliminates certain “evergreen” limitations on outstanding shares from time to time that could be reserved for issuance with respect to Share Units or to individual participants, as those limits are no longer consistent with the finite share limit under the 2017 Amended Long-Term Incentive Plan. The 2017 Amended Long-Term Incentive Plan also eliminates certain TSX-related limitations on shares issuable to “insiders” (as defined in the rules of the TSX). |
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan
| ● | Non-Employee Director Compensation Limit: The 2017 Amended Long-Term Incentive Plan includes a limit on annual compensation for our non-employee directors. In no event will any non-employee director |
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan
| in any one calendar year be granted compensation, including cash compensation, for such service having an aggregate maximum value (measured at the grant date, as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of US$750,000. However, this limit does not apply to (a) distributions of previously deferred compensation under a deferred compensation plan maintained by the Company, (b) compensation received by the director in his or her capacity as an executive officer or employee of the Company or (iii) any compensation resulting from non-preferential dividends or dividend equivalents associated with outstanding equity awards. |
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan
| ● | Amendment Provisions: The 2017 Amended Long-Term Incentive Plan updates the amendment provisions to more closely align with the rules of The Nasdaq Stock Market (“Nasdaq”) and to reflect the fact that the Company’s Common Shares are no longer listed on the TSX. The amendment provisions are described below in the section titled “—Description of Other Material Terms of the 2017 Amended Long-Term Incentive Plan—Amendment and Termination.” |
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan
| ● | Nasdaq Exemptions. The 2017 Amended Long-Term Incentive Plan includes additional provisions to clarify that the Company may take advantage of the applicable Nasdaq exemptions to shareholder approval of equity compensation plans. In particular, the plan now clarifies that in the event that a company acquired by the Company or one of its subsidiaries or with which the Company or a subsidiary merges has shares available under a pre-existing plan previously approved by shareholders and not adopted in contemplation of such acquisition or merger, the shares available for grant pursuant to the terms of such plan (as adjusted, to the extent appropriate, to reflect such acquisition or merger) may be used for awards made after such acquisition or merger under the 2017 Amended Long-Term Incentive Plan, except that awards using such available shares may not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or merger, and may only be made to individuals who were not employees or directors of the Company or a subsidiary prior to such acquisition or merger. |
Summary of Material Changes from the Existing 2017 Long-Term Incentive Plan
| ● | Other Changes: The 2017 Amended Long-Term Incentive Plan includes certain other immaterial, clarifying revisions. |
Why We Recommend That You Vote for this Resolution
Why We Recommend That You Vote for this Resolution The 2017 Amended Long-Term Incentive Plan authorizes the Board to provide equity-based compensation in the form of Options, restricted share units (“RSUs”), performance share units (“PSUs” and, collectively with RSUs, “Share Units”), and dividend equivalents, for the purpose of attracting and retaining non-employee directors and employees and certain other service providers of the Company and affiliated companies, and to provide to such persons incentives and rewards for service or performance. Some of the key features of the 2017 Amended Long-Term Incentive Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below in this subsection. We believe our future success depends in part on our ability to attract, motivate and retain high quality employees and directors and that the ability to provide equity-based awards under the 2017 Amended Long-Term Incentive Plan is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our employees and directors. The use of Common Shares as part of our compensation program is also important to our continued success because equity-based awards are an essential component of our compensation program for key employees, as they link compensation with long-term shareholder value creation and reward participants based on service or the Company’s performance. As discussed in further detail in the “Executive Compensation” section below, equity compensation represents a significant portion of the compensation package for our Chief Executive Officer and other named executive officers. Because our equity awards generally vest over multiple years, the value ultimately realized from these awards depends on the long-term value of our Common Shares. Our equity compensation program also helps us to attract and retain talent, targeting individuals who are motivated by pay-for-performance. The following includes aggregated information regarding our view of the overhang and dilution associated with the 2016 Incentive Stock Option Plan (the “Option Plan”) (under which no further grants could be made on or after November 9, 2017) and the existing 2017 Long-Term Incentive Plan, as well as the potential shareholder dilution that would result if the proposed share pool under the 2017 Amended Long-Term Incentive Plan is approved. The information below is as of February 9, 2026. As of that date, there were:
Why We Recommend That You Vote for this Resolution
| ● | additional Common Shares of 7,679,617 available for future awards under the 2017 Amended Long-Term Incentive Plan (approximately 6.13% of our outstanding Common Shares). |
Why We Recommend That You Vote for this Resolution
Therefore, the sum of (1) the total number of Common Shares subject to outstanding awards (Options) plus (2) the total number of Common Shares available for future awards under the 2017 Long-Term Incentive Plan is 12,532,117 Common Shares as of February 9, 2026, representing an equity overhang (or the potential dilution if the 2017 Amended Long-Term Incentive Plan is not approved) of 10%. As noted above, the “evergreen” share pool provisions of the existing 2017 Long-Term Incentive Plan will no longer apply upon the effectiveness of the 2017 Amended Long-Term Incentive Plan. Further, any shares subject to awards that we may grant under the existing 2017 Long-Term Incentive Plan after February 9, 2026 and prior to the effective date of the 2017 Amended Long-Term Incentive Plan will reduce the number of shares initially available under the 2017 Amended Long-Term Incentive Plan on a one-for-one basis. The proposed 11,300,000 Common Shares available for awards under the 2017 Amended Long-Term Incentive Plan represent approximately 9% of our outstanding Common Shares as of February 9, 2026, a percentage that reflects the simple dilution of holders of Common Shares that could occur if the 2017 Amended Long-Term Incentive Plan is approved. Factoring in both these Common Shares and the 4,852,500 Common Shares subject to outstanding awards, the approximate total overhang under the Option Plan and the 2017 Amended Long-Term Incentive Plan would be 16,152,500 Common Shares (or approximately 12.9% of the Common Shares outstanding as of February 9, 2026). Based on the closing price on Nasdaq for our Common Shares on February 9, 2026, of $6.26 per share, the aggregate market value as of February 9, 2026, of the 11,300,000 Common Shares requested to be available for awards under the 2017 Amended Long-Term Incentive Plan as of that date was $70,738,000. In fiscal years 2023, 2024, and 2025, we granted awards under the 2017 Long-Term Incentive Plan covering 578,000, 1,625,000, and 945,000 Common Shares, respectively.(1) Based on our basic weighted average of Common Shares outstanding for those three years of 28,705,840, 34,320,024, and 45,072,895, respectively, for the three-fiscal-year period 2023 to 2025, our average burn rate, not taking into account forfeitures, was 2.9% (our individual year burn rates were 2.0% for fiscal 2023, 4.7% for fiscal 2024, and 2.1% for fiscal 2025). In determining the number of Common Shares to request for approval under the 2017 Amended Long-Term Incentive Plan, our management team worked with the compensation committee’s independent compensation consultant and the Board to evaluate a number of factors, including our recent share usage and criteria expected to be utilized by institutional proxy advisory firms in evaluating our proposal for the 2017 Amended Long-Term Incentive Plan. If the 2017 Amended Long-Term Incentive Plan is approved, we intend to utilize the shares authorized under the 2017 Amended Long-Term Incentive Plan to continue our practice of incentivizing key individuals through equity grants. As noted below, our Board would retain full discretion under the 2017 Amended Long-Term Incentive Plan to determine the number and amount of awards to be granted under the 2017 Amended Long-Term Incentive Plan, subject to the terms of the 2017 Amended Long-Term Incentive Plan, and future benefits that may be received by participants under the 2017 Amended Long-Term Incentive Plan are not determinable at this time. We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute shareholders’ equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of shareholder interests, as described above. In evaluating this proposal, shareholders may want to consider all of the information in this proposal. The following description of the 2017 Amended Long-Term Incentive Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Schedule B.
Description of Other Material Terms of the 2017 Amended Long-Term Incentive Plan
Description of Other Material Terms of the 2017 Amended Long-Term Incentive Plan Effectiveness If approved by the shareholders at the Meeting, the 2017 Amended Long-Term Incentive Plan will become effective on the date of the Meeting and will be the only current equity-based compensation plan under which grants currently are expected to be made by the Company. (1) As noted above, the Company completed the Reverse Stock Split on March 17, 2023. For purposes of comparability across fiscal years, all Common Share amounts in this proposal with respect to fiscal years prior to 2023 represent the original amounts adjusted to reflect the Reverse Stock Split. With respect to the number of awards granted in fiscal 2023, any actual grants made prior to the Reverse Stock Split have also been adjusted. Eligibility Under the 2017 Amended Long-Term Incentive Plan, the Board may in its discretion from time-to-time grant Options and Share Units (in the form of RSUs and PSUs) to directors, employees and certain other service providers (as defined in the 2017 Amended Long-Term Incentive Plan) of the Company and affiliated entities selected by the Board. As of February 9, 2026, the Company and its affiliated entities had 15 employees, 3 other service providers and 6 independent directors. The basis for participation in the 2017 Amended Long-Term Incentive Plan is selection for participation by the plan administrator. Administration The 2017 Amended Long-Term Incentive Plan will generally be administered by the Board, which will have full and complete discretionary authority to, among other things, and subject to the express limitations under the 2017 Amended Long-Term Incentive Plan: (1) interpret the 2017 Amended Long-Term Incentive Plan and grant agreements thereunder; (2) determine the eligible persons who may receive grants under the 2017 Amended Long-Term Incentive Plan and the terms of such grants (including the number of Common Shares subject to such grants or the value of such grants and the applicable vesting conditions); and (3) amend the terms of a grant agreement or other documents evidencing grants. The Board may, in its discretion, but subject to applicable law and stock exchange requirements, delegate its powers under the 2017 Amended Long-Term Incentive Plan to a committee of the Board, or to a person or persons, as it may determine from time to time. However, the Board will not delegate any such powers with respect to the grant, amendment, administration or settlement of any award to the extent delegation is not consistent with applicable law or stock exchange requirements, and provided that the composition of the committee of the Board, person or persons, as the case may be, will comply with applicable law and stock exchange requirements. Further, provided it complies with 2017 Amended Long-Term Incentive Plan, the Board may appoint or engage a trustee, custodian or administrator to administer or implement the 2017 Amended Long-Term Incentive Plan or any aspect of it. Share Limits The share limits under the 2017 Amended Long-Term Incentive Plan are described above in the section titled “—Summary of Material Changes from the Existing 2017 Amended Long-Term Incentive Plan.” Subject to applicable law and stock exchange requirements, in the event of any change in or impact to the Common Shares by reason of any dividend (other than dividends in the ordinary course), split, recapitalization, reclassification, amalgamation, arrangement, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, combination or exchange of Common Shares or distribution of rights to holders of Common Shares or any other relevant changes to or impact to the authorized or issued capital of the Company, if the Board determines that an equitable adjustment should be made, such adjustment shall be made by the Board to (1) the number of Common Shares subject to the 2017 Amended Long-Term Incentive Plan, (2) the securities into which the Common Shares are changed or are convertible or exchangeable, (3) any Options then outstanding, (4) the exercise price in respect of such Options, (5) the number of Share Units outstanding under the 2017 Amended Long-Term Incentive Plan, and/or (6) other award terms. However, any such adjustment to the number of Incentive Stock Options that may be issued or transferred under the 2017 Amended Long-Term Incentive Plan will be made only if and to the extent that such adjustment would not cause any Option intended to qualify as an Incentive Stock Option to fail to so qualify. Moreover, in the event of any such transaction or event or in the event of a change in control (as defined in the 2017 Amended Long-Term Incentive Plan), the Board may provide in substitution for any or all outstanding grants under the 2017 Amended Long-Term Incentive Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the United States Internal Revenue Code (if applicable); provided that, with respect to any award that is, or is intended to be, subject to Section 7 of the Income Tax Act (Canada) (the “Tax Act”), any substitution of such award for another award must comply with the requirements of Section 7(1.4) of the Tax Act and any settlement of such award for a cash payment must comply with the requirements of Section 7(1)(b) of the Tax Act. In addition, for each Option with an exercise price greater than the consideration offered in connection with any such transaction or event or change in control, the Board may in its discretion elect to cancel such Option without any payment to the person holding such Option. Performance Conditions Grants under the 2017 Amended Long-Term Incentive Plan may be subject to performance-based vesting conditions, which may consist of such financial, personal, operational, transaction-based or other performance criteria as may be determined by the Board and set out in an applicable grant agreement. Performance-based vesting conditions may apply to an individual participant or to the Company, an affiliate, the Company and its affiliates as a whole, a business unit of the Company or group comprised of the Company and some affiliates or a group of affiliates, either individually, alternatively or in any combination, and measured either in total, incrementally or cumulatively over a specified performance period, on an absolute basis or relative to a pre-established target or milestone, to previous years’ results or to a designated comparator group or index, or otherwise, provided that the performance period for measurement or achievement of any such performance criteria (or incremental element thereof) will in all events exceed one year. When establishing performance-based vesting conditions, the Board may exclude any or all “extraordinary items” as determined under applicable accounting standards. The Board may provide that performance-based vesting conditions will be adjusted to reflect events occurring during the performance period that affect the applicable performance-based vesting condition. Options
Description of Other Material Terms of the 2017 Amended Long-Term Incentive Plan
Options granted under the 2017 Amended Long-Term Incentive Plan will specify the maximum number of Common Shares that the participant may purchase under the Options. Vesting will be based on continued service and may be exercised during a period determined by the Board, which may not exceed ten years (except in certain situations connection with a blackout period, as further described below). The exercise price for each share subject to an Option shall be fixed by the Board but, except with respect to certain awards issued in substitution for, in conversion of, or in connection with an assumption of stock options held by awardees of an entity engaging in a corporate acquisition or merger with the Company or any of its affiliates, under no circumstances shall it be less than 100% of the closing price per Common Share on the trading day immediately preceding such date (the “Market Price”) on the grant date on the primary stock exchange on which the greatest volume of trading of the Common Shares occurred during the immediately preceding 20 trading days. The exercise of Options may be subject to vesting conditions, including specific time schedules for vesting and performance-based conditions. Generally, a participant’s notice of exercise of an Option must be accompanied by payment of the exercise price. However, upon prior approval of the Board, a participant may elect for a “cashless exercise” of Options, whereby a Participant can receive in Common Shares the net value of an Option that is exercised without paying the exercise price directly. A “cashless exercise” entitles the Participant to Common Shares equal to the number determined by dividing (a) the difference between the Market Price (calculated as at the date of settlement) and the exercise price of such Option by (b) the Market Price (calculated as at the date of settlement). Options granted under the 2017 Amended Long-Term Incentive Plan may not provide for dividends or dividend equivalents. If the normal expiry date for Options granted under the 2017 Amended Long-Term Incentive Plan (other than an Incentive Stock Option or an Option held by a U.S. taxpayer) falls within a blackout period or within ten business days following the end of a blackout period, then the expiry date of the Option will, without any further action, be extended to the date that is ten business days following the end of the blackout period. For this purpose, a “blackout period” is a period of time when, pursuant to any policies of the Company, any securities of the Company may not be traded by certain persons as designated by the Company, including any holder of a grant. Options granted under the 2017 Amended Long-Term Incentive Plan that are intended to qualify as “incentive stock options” under Section 422 of the United States Internal Revenue Code (“Incentive Stock Options”) are subject to additional limitations as further described in the 2017 Amended Long-Term Incentive Plan. Upon a participant’s termination for cause (as defined in the 2017 Amended Long-Term Incentive Plan), subject to applicable law, any and all outstanding Options whether vested or unvested are forfeited immediately. Except as otherwise provided in the applicable grant agreement, and subject to applicable law, upon a participant’s termination without cause, all vested Options are exercisable for 120 days and all unvested Options are forfeited immediately. Upon a participant’s resignation, except as otherwise provided in the applicable grant agreement, and subject to applicable law, all vested Options are exercisable for 90 days and all unvested Options are immediately forfeited. Upon a participant’s death or disability (as defined in the 2017 Amended Long-Term Incentive Plan), except as provided in the applicable grant agreement, and subject to applicable law, all unvested Options are forfeited immediately, and all vested Options will continue to be exercisable for 12 months from the date of death or disability. The Board may extend the period for exercise of a participant’s Options on the participant’s termination or disability, but not beyond the original expiry date, and/or allow for continued vesting of the participant’s Options during the period for exercise or a portion of it. Notwithstanding the above, other than on a termination due to disability or death, Incentive Stock Options will not be exercisable for longer than three months following the date of termination. Share Units Under the 2017 Amended Long-Term Incentive Plan, eligible participants may be allocated Share Units in the form of PSUs or RSUs, which represent the right to receive an equivalent number of Common Shares or amount of cash upon vesting. The issuance of such Common Shares may be subject to vesting requirements similar to those described above with respect to the exercisability of Options, including such time or performance-based conditions as may be determined from time to time by the Board in its discretion. The 2017 Amended Long-Term Incentive Plan provides for the express designation of Share Units as either RSUs, which have primarily time-based vesting conditions or PSUs, which have primarily performance-based vesting conditions over a specified period. To date, the Company has not allocated any Share Units under the 2017 Amended Long-Term Incentive Plan. The number of PSUs subject to a PSU grant may be subject to adjustment to reflect changes in compensation, job duties or other factors. Except as otherwise provided in the applicable grant agreement, if and when cash dividends (other than extraordinary or special dividends) are paid with respect to Common Shares to shareholders of record as of a record date occurring during the period from the grant date to the date of settlement of the RSUs or PSUs granted thereunder, a number of dividend equivalent RSUs or PSUs, as the case may be, will be credited to the participant who is a party to such grant agreement. The number of such additional RSUs or PSUs will be calculated by dividing the aggregate dividends or distributions that would have been paid to such participant if the RSUs or PSUs held by the participant had been Common Shares by the market price on the date on which the dividends or distributions were paid on the Common Shares. Such additional RSUs or PSUs granted to a participant will be subject to the same terms and conditions, including vesting and settlement terms, as the corresponding RSUs or PSUs, as the case may be. Upon a participant’s termination for cause, all unvested Share Units are forfeited immediately. Subject to the terms of the applicable grant agreement or as determined by the Board, and subject to applicable law, upon a participant’s resignation, all unvested Share Units will be forfeited. Subject to the terms of the applicable grant or as determined by the Board, and subject to applicable law, upon a participant’s termination without cause or due to death or disability, all vested Share Units will be paid to the participant or the participant’s estate, as applicable, and any unvested Share Units will be immediately forfeited, provided that any unvested Share Units that are subject to performance-based vesting conditions that are capable of being partially performed, in the Board’s discretion, will become vested on a pro rata basis to reflect the degree to which the condition has been satisfied (in all cases subject to the terms of the applicable grant). The Board may, at the time of termination or disability, extend the period for vesting of Share Units, but not beyond the original end of the applicable vesting period, or accelerate the vesting of Share Units, subject to applicable limitations under United States tax law. Change in Control
Description of Other Material Terms of the 2017 Amended Long-Term Incentive Plan
The vesting of outstanding awards will be accelerated in connection with a change in control if a participant’s service is terminated (other than for cause (as defined in the 2017 Amended Long-Term Incentive Plan)) or he or she resigns for good reason (as defined in the 2017 Amended Long-Term Incentive Plan), in either case, within one year of the change of control. If any Share Units are subject to performance-based vesting conditions, then the vesting of such Share Units shall accelerate only to the extent that such performance-based vesting conditions have been satisfied and further provided that if a performance-based vesting condition is, in the Board’s discretion, capable of being partially performed, then vesting will be accelerated on a pro rata basis to reflect the degree to which the performance condition has been satisfied, as determined by the Board. Transfers The interest of any participant under the 2017 Amended Long-Term Incentive Plan is generally not transferable or assignable, other than by testamentary disposition by the participant or the laws of intestate succession. In no event will any grant under the 2017 Amended Long-Term Incentive Plan be transferred for value. However, the 2017 Amended Long-Term Incentive Plan does provide that with respect to a participant who is not a U.S. taxpayer, the Board may provide that the participant may assign his or her rights (a) in the case of a transfer without the payment of any consideration, to the participant’s spouse, former spouse, children, stepchildren, grandchildren, parent, stepparent, grandparent, sibling, persons having one of the foregoing types of relationship with the participant due to adoption and any entity in which these persons (or the participant) own more than 50 percent of the voting interests and (b) to an entity in which more than 50 percent of the voting interests are owned by these persons (or the participant) in exchange for an interest in that entity. In the event of such transfer or assignment, the grant will generally remain subject to substantially the same terms as were applicable while held by the participant to whom it was granted. With respect to participants who are U.S. taxpayers, the Board may permit the participant to transfer Options that are not Incentive Stock Options (“Nonqualified Stock Options”) to any “family member” in accordance with Form S-8 Registration Statement under the Securities Act of 1933. However, U.S. taxpayers cannot receive any consideration for the transfer and such transferred Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable to such Nonqualified Stock Option immediately prior to its transfer. Clawback All grants under the 2017 Amended Long-Term Incentive Plan are subject to a clawback (as further described in the 2017 Amended Long-Term Incentive Plan) by the Company, as determined by the Board, in its sole discretion, in the event: (a) the participant fails to comply with any restrictive covenants; (b) the participant is terminated for cause, or the Board reasonably determines after termination that the participant could have been terminated for cause; (c) the Board reasonably determines that the participant engaged in conduct that caused material financial or reputational harm to the Company or engaged in gross negligence, willful misconduct or fraud in the performance of their duties; or (d) the Company’s financial statements are required to be restated (subject to certain exceptions described in the 2017 Amended Long-Term Incentive Plan) and such restatement discloses materially worse financial results in the opinion of the Board. In addition, any grant agreement under the 2017 Amended Long-Term Incentive Plan may also provide for the cancellation or forfeiture of a grant or the forfeiture and repayment to the Company of any gain or earnings related to a grant, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Board in accordance with in accordance with (a) any Company clawback or recoupment policy or policies as adopted from time to time, including any policy that is adopted to comply with the requirements of any applicable laws, rules, regulations, stock exchange listing standards or otherwise (in each case, the “Clawback Policy”), or (b) any applicable laws that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, including as required by the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd-Frank Wall Street Reform and Consumer Protection Act. By accepting awards under the 2017 Amended Long-Term Incentive Plan participants consent to be bound by the terms of the Clawback Policy, if applicable, and agree and acknowledge that they are obligated to cooperate with, and provide any and all assistance necessary to, the Company in its efforts to recover or recoup any award, any gains or earnings related to any award, or any other amount paid under the 2017 Amended Long-Term Incentive Plan or otherwise subject to clawback or recoupment pursuant to such laws, rules, regulations, stock exchange listing standards or Company policy. Amendment and Termination The Board may at any time and from time to time amend the 2017 Amended Long-Term Incentive Plan in whole or in part. However, if an amendment to the 2017 Amended Long-Term Incentive Plan, for purposes of applicable stock exchange rules and except as permitted under the equitable adjustment provisions of the 2017 Amended Long-Term Incentive Plan, (i) would materially increase the benefits accruing to participants under the plan, (ii) would materially increase the number of securities which may be issued under the plan, (iii) would materially modify the requirements for participation in the plan, or (iv) must otherwise be approved by the shareholders of the Company in order to comply with applicable law or stock exchange requirements, all as determined by the Board, then, such amendment will be subject to approval by the Company’s shareholders and will not be effective unless and until such approval has been obtained. Except in connection with a corporate transaction or event described in the equitable adjustment provisions of the 2017 Amended Long-Term Incentive Plan or in connection with a change in control (as defined in the 2017 Amended Long-Term Incentive Plan), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options, or cancel outstanding “underwater” Options (including following a participant’s voluntary surrender of “underwater” Options) in exchange for cash, other awards or Options with an exercise price that is less than the exercise price of the original Options without approval by the Company’s shareholders. This requirement is intended to prohibit the repricing of “underwater” Options and will not be construed to prohibit the adjustments provided for in the equitable adjustment provisions of the 2017 Amended Long-Term Incentive Plan. This requirement may not be amended without approval by the Company’s shareholders. Subject to the terms of the 2017 Amended Long-Term Incentive Plan, the Board may amend the terms of any award theretofore granted under such plan prospectively or retroactively. Except for adjustments made pursuant to the equitable adjustment provisions of the 2017 Amended Long-Term Incentive Plan, no such amendment will materially impair the rights of any participant without his or her consent. The Board may, in its discretion, terminate the 2017 Amended Long-Term Incentive Plan at any time. Termination of the plan will not affect the rights of participants or their successors under any awards outstanding under the plan and not exercised in full on the date of termination.
Description of Other Material Terms of the 2017 Amended Long-Term Incentive Plan
The 2017 Amended Long-Term Incentive Plan will remain in effect, unless sooner terminated, until the tenth anniversary of its effective date. After the 2017 Amended Long-Term Incentive Plan is terminated, grants previously made will remain outstanding in accordance with their applicable terms and conditions and the 2017 Amended Long-Term Incentive Plan’s terms and conditions. Other Provisions For U.S. taxpayers, the 2017 Amended Long-Term Incentive Plan includes certain additional limitations intended to comply with or secure an exemption from Section 409A of the United States Internal Revenue Code. Substitute and Assumed Awards Common Shares issued or transferred under awards granted under the 2017 Amended Long-Term Incentive Plan in substitution for or conversion of, or in connection with an assumption of, awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added back to) the aggregate share limit or other 2017 Amended Long-Term Incentive Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the 2017 Amended Long-Term Incentive Plan under circumstances further described in the 2017 Amended Long-Term Incentive Plan, but will not count against the aggregate share limit or other 2017 Amended Long-Term Incentive Plan limits described above. Withholdings The Company or an affiliate of the Company will withhold or cause to be withheld from any amount payable to a participant, either under the 2017 Amended Long-Term Incentive Plan, or otherwise, such amount as may be necessary to permit the Company or the affiliate, as applicable, to comply with applicable obligation sunder any federal, provincial, state or local law relating to the withholding of tax or other required deductions. Subject to applicable law and stock exchange requirements, the Company and any affiliate of the Company may also satisfy any liability for any such withholding obligations, on such terms and conditions as the Board may determine in its sole discretion, by (1) requiring such participant to sell any Common Shares and retaining any amount payable which would otherwise be provided or paid to such participant in connection with any such sale, or (2) requiring, as a condition to the delivery of Common Shares hereunder, that such participant make such arrangements as the Board may require so that the Company and its affiliates can satisfy such withholding obligations, including requiring such participant to remit an amount to the Company or an affiliate in advance, or reimburse the Company or any affiliate for, any such withholding obligations.
U.S. Federal Income Tax Consequences
| ● | no income will be recognized by a participant at the time a Nonqualified Stock Option is granted; |
U.S. Federal Income Tax Consequences
| ● | at the time of exercise of a Nonqualified Stock Option, ordinary income will be recognized by the participant in an amount equal to the difference between the exercise price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and |
U.S. Federal Income Tax Consequences
| ● | at the time of sale of shares acquired pursuant to the exercise of a Nonqualified Stock Option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held. |
Registration with the SEC
Registration with the SEC We previously filed a Registration Statement on Form S-8 relating to the issuance of Common Shares under the 2017 Long-Term Incentive Plan with the SEC pursuant to the Securities Act of 1933, as amended. As and when necessary, we expect to file one or more additional Registration Statements on Form S-8 to register additional Common Shares for issuance or transfer under the 2017 Amended Long-Term Incentive Plan.
Shareholder Approval
Shareholder Approval The shareholders will be asked to approve the 2017 Amended Long-Term Incentive Plan. At the Meeting, shareholders will be asked to consider and, if thought fit, pass the resolution set out below, approving the implementation of the 2017 Amended Long-Term Incentive Plan: “BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:
Shareholder Approval
| 1. | The Amended and Restated NioCorp Developments Ltd. Long Term Incentive Plan, substantially as described in and appended as Schedule B to the Company’s Management Information and Proxy Circular in |
Audit Committee Oversight
| ● | Make recommendations to the Board on director compensation and compensation for the Chairman of the Board position; |
Audit Committee Oversight
| ● | Review and administer the Company’s equity and non-equity incentive compensation and other plans; |
Identification and Evaluation of Director Nominees
Identification and Evaluation of Director Nominees In accordance with the Corporate Governance Guidelines, directors may be nominated by the Board or by shareholders in accordance with the Articles of the Company. The Nominating Committee will consider recommendations for director nominees made by shareholders and others and make recommendations to the Board in accordance with the policies and principles in the Nominating Committee’ Charter and the Corporate Governance Guidelines. For consideration by the Nominating Committee, the nominating shareholder or other person must provide the Company’s Chief Financial Officer and Corporate Secretary, Neal Shah, at the Company’s principal executive offices, with information about the nominee, including the detailed background of the suggested candidate. While the Nominating Committee has established no minimum qualifications, the Nominating Committee considers, among other factors, the nominee’s judgment, independence, relevant subject matter expertise, integrity, experience with businesses or other organizations of comparable size or industry and any other factors deemed relevant to the current needs of the Board, including those that promote diversity of age, gender, race, ethnicity, experience and background. Given the informal policy as described, the Nominating Committee believes that a formal, written policy and procedure with regard to consideration of director candidates recommended by shareholders is not necessary in order for the Nominating Committee to perform its duties. The Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating Committee makes recommendations to the Board concerning the selection criteria to be used in seeking nominees for election to the Board. In the case of newly created directorships or vacancies, the Nominating Committee recommends to the Board candidates for election by the Board based on the skills, qualifications and experience of such candidates and in accordance with the policies and principles in its charter and the criteria described in the Corporate Governance Guidelines. As described above, the Nominating Committee considers properly submitted shareholder nominations for candidates for the Board. In considering director nominees proposed by shareholders, the Nominating Committee reviews the skills, qualifications and experience of the director nominees. Outside of the participation of Mark A. Smith, the CEO and Dean C. Kehler on the Board as directors, no shareholder or shareholders holding 5% or more of the Company’s outstanding stock, either individually or in aggregate, has recommended a nominee for election to the Board as of the date of this Information Circular.
Board Diversity
| ● | Companies within the Company’s peer group utilize similar Board structures. |
Board Diversity
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | David C. Beling | $ — | $42,000 | $ — | $42,000 | | Nilsa Guerrero-Mahon | — | 63,000 | — | 63,000 | | Peter Oliver | — | 42,000 | — | 42,000 | | Dean C. Kehler | — | 42,000 | — | 42,000 | | Michael G. Maselli | — | 42,000 | — | 42,000 | | Michael J. Morris | — | 63,000 | — | 63,000 |
Ernest Cleave – Senior Vice President of Business Development
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option Awards (1) ($) | Total ($) | | Mark A. Smith, Chief Executive Officer, President (2) | 2025 | $325,000 | — | $126,000 | $451,000 | | | 2024 | 325,000 | — | 641,250 | 966,250 | | Scott Honan, Chief Operating Officer | 2025 | 280,000 | — | 84,000 | 364,000 | | | 2024 | 280,000 | — | 427,500 | 707,500 | | Neal Shah, Chief Financial Officer and Corporate Secretary | 2025 | 250,000 | — | 84,000 | 334,000 | | | 2024 | 250,000 | — | 427,500 | 677,500 |
Practices Related to the Grant of Equity Awards
| ● | As required by the SEC’s PVP rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts do not necessarily reflect the final compensation that our NEOs actually earned or walked away with for their service in the Covered Years, respectively; and |
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth information concerning the compensation of our principal executive officer, or “PEO,” and, on an average basis, the compensation of our other named executive officers, or “Non-PEO NEOs,” for each of the fiscal years ended June 30, 2025, 2024, and 2023, as such compensation relates to our financial performance for each such fiscal year.
Pay Versus Performance Table
| Year(a) | Summary Compensation Table (“SCT”) Total for PEO ($)(b)(1) | Compensation Actually Paid to PEO ($)(c)(1)(2) | Average SCT Total for Non-PEO NEOs ($)(d)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(e)(1)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(f)(3) | Net Loss Attributable to the Company (in thousands) ($)(g) | | 2025 | 451,000 | 451,000 | 349,000 | 349,000 | $46.51 | $(17,405) | | 2024 | 966,250 | 966,250 | 692,500 | 692,500 | $23.86 | $(11,435) | | 2023 | 620,300 | 620,300 | 419,850 | 419,850 | $69.11 | $(40,080) |
Pay Versus Performance Table
| (1) Mark A. Smith was our PEO for the full year for each of the Covered Years. Our non-PEO NEOs for each of the Covered Years were Scott Honan and Neal Shah. |
Pay Versus Performance Table
| (2) For the 2025 fiscal year, in determining both the CAP for our PEO and the average CAP for our Non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts: |
Pay Versus Performance Table
| Item and Value Added (Deducted) (1) | 2025 | | For Mr. Smith: | | | - SCT “Stock Awards” column value | — | | - SCT “Option Awards” column value | ($126,000) | | + Covered Year-end fair value of outstanding unvested equity awards granted in Covered Year | — | | +/- change in fair value (from prior fiscal year-end to Covered Year-end) of outstanding unvested equity awards granted in prior years | — | | + vesting date fair value of equity awards granted and vested in Covered Year | $126,000 | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | — | | - prior year-end fair value of equity awards granted in prior years and forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | — |
Pay Versus Performance Table
| For Non-PEO NEOs (Average): | | | - SCT “Stock Awards” column value | — | | - SCT “Option Awards” column value | ($84,000) | | + Covered Year-end fair value of outstanding unvested equity awards granted in Covered Year | — | | +/- change in fair value (from prior fiscal year-end to Covered Year-end) of outstanding unvested equity awards granted in prior years | — | | + vesting date fair value of equity awards granted and vested in Covered Year | $84,000 | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | — | | - prior year-end fair value of equity awards granted in prior years and forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | — |
Pay Versus Performance Table
| (3) For each Covered Year, our TSR was calculated based on the yearly percentage change in our cumulative TSR on our Common Shares, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the Nasdaq on June 30, 2022 through and including the last day of the fiscal year covered (each one-, two-, or three-year period, the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing share price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of fiscal years 2025, 2024 and 2023, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |
Pay Versus Performance Table
Net loss attributable to the Company increased modestly during fiscal year 2025, primarily reflecting the impact of non-cash expenses associated with the valuation of earnout share and Warrant liability fair values. CAP for our PEO and the average CAP for our Non-PEO NEOs during the same fiscal year decreased, primarily reflecting a decrease in the number of Options issued during fiscal year 2025. Net loss attributable to the Company decreased significantly during fiscal year 2024, as the net loss for fiscal year 2023 included costs associated with the transactions contemplated by the Business Combination Agreement. CAP for our PEO and the average CAP for our Non-PEO NEOs during the same fiscal year increased, reflecting the impact of the non-cash fair value of Options issued during fiscal year 2024. Because we are not a production stage mining company, we did not have any revenue from continuing operations during the periods presented. As described in more detail above in the section “Compensation Program Design,” we currently utilize subjective assessments of executive performance, and we have not historically focused on net loss as a performance measure for our executive compensation programs. TSR declined during fiscal year 2024 and partially rebounded upwards during fiscal year 2025, while CAP for our PEO and the average CAP for our Non-PEO NEOs increased in fiscal year 2024 but declined in fiscal year 2025. The following chart provides, across the Covered Years, descriptions of the relationships between the CAP for the PEO and the average CAP for our Non-PEO NEOs (in each case as set forth in the PVP Table above) and our TSR. PERFORMANCE GRAPH The following graph compares total cumulative shareholder return for $100 invested in Common Shares from July 1, 2020 to June 30, 2025, with cumulative total returns for the S&P/TSX Composite Index and S&P/TSX Mining Index: Overall, the Company’s cumulative return for the five-year period ended below the range of returns for the two selected indices. As an exploration stage company, executive officer compensation has not historically been adjusted to reflect share performance trends. Compensation to executive officers remained flat from 2013 through February 2023, except for increases supported by additional job responsibilities and/or job promotions. Effective September 1, 2019, the Board approved a 10% base rate increase for all NioCorp employees and effective April 1, 2023, the Compensation Committee approved a base rate average increase of 12% for all NioCorp employees. There were no salary increases granted during fiscal years 2025 or 2024. INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of our directors or executive officers, proposed nominees for election as directors or associates of any of them, is or has been indebted to the Company or our subsidiaries at any time since the beginning of the most recently completed financial year, and no indebtedness remains outstanding as at the date of this Information Circular. INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS No informed person of the Company, no proposed nominee for election as a director of the Company and no associate or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since the commencement of our last financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or any of our subsidiaries, other than Mark A. Smith, 7000 S. Yosemite Street, Suite 115, Centennial, CO 80112, as disclosed herein under the heading “Certain Relationships and Related Person Transactions.” An “informed person” means:
Pay Versus Performance Table
| (a) a director or executive officer of the Company; |
Pay Versus Performance Table
| (b) a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; |
Pay Versus Performance Table
| (c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the Company other than voting securities held by the person or company as underwriter in the course of a distribution; and |
Pay Versus Performance Table
| (d) the Company, if it has purchased, redeemed or otherwise acquired any of its securities, so long as it holds any of its securities. |
Pay Versus Performance Table
MANAGEMENT CONTRACTS The management functions of the Company are not to any substantial degree performed by any person other than the executive officers and directors of the Company. CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS Related Person Transactions The following sets forth certain information regarding transactions between the Company (and its subsidiaries) and its officers, directors and significant shareholders. There have been no other transactions since the end of the Company’s most recently completed fiscal year and there are no currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person (for purposes of Item 404 of Regulation S-K) had or will have a direct or indirect material interest. Loan Transactions: On September 11, 2024, the Company and Mr. Smith, the Company’s Chief Executive Officer, President, Executive Chairman, and Director entered into a Loan Agreement (the “Smith Loan Agreement”) pursuant to which Mr. Smith agreed to make available to the Company a non-revolving, multiple draw credit facility of up to $2,000,000 (the “Loan”). The Loan expired on June 30, 2025, was non-revolving, and amounts paid back under the terms of the Smith Loan Agreement did not again become available for drawdowns at the request of the Company. The Company paid interest to Mr. Smith on amounts outstanding under the Loan and on any overdue interest at a rate equal to 10% per annum, calculated monthly in arrears, through to the date of repayment of the Loan. Mr. Smith also received an establishment fee equal to 2.5% of the amount of each drawdown payable at the time of the drawdown as consideration of the advancement of such drawdown. Any outstanding balance on the Loan, including accrued interest, were immediately due and payable by the Company on the earlier of the date of expiration of the Smith Loan Agreement on June 30, 2025, and the occurrence of an event of default thereunder (the “Due Date”). The Company could repay the Smith Loan at any time without notice and without penalty, but any amount of principal or interest repaid by the Company prior to the Due Date will be subject to an early payment fee of 2.5% of the value of any such payment. Amounts outstanding under the Smith Loan Agreement were secured by all of the Company’s assets pursuant to a general security agreement between the Company and Mr. Smith, dated September 11, 2024. Through October 30, 2024, the Company borrowed a total of $504,000 under the Smith Loan and the largest aggregate amount of principal outstanding under the Smith Loan Agreement during the period ended June 30, 2025, was $504,000. The Company subsequently repaid $508,200, representing the balance of the principal outstanding under the Smith Loan plus accrued interest, and also repaid $40,850 related to loan origination fees payable. As of February 9, 2026, there was no principal amount or accounts payable outstanding under the Smith Loan. December 2023 Private Placement On December 22, 2023, the Company closed a non-brokered private placement (the “December 2023 Private Placement”) and issued an aggregate of 413,432 units of the Company (the “December 2023 Units”). Each December 2023 Unit consisted of one Common Share and one Warrant (the “December 2023 Warrants”). Each December 2023 Warrant is exercisable for one Common Share at a price of $3.54 until December 22, 2025. Certain of the Company’s officers and directors, including Messrs. Kehler, Smith and Shah, subscribed to purchase an aggregate of 138,845 December 2023 Units in the December 2023 Private Placement. Each officer and director of the Company who subscribed to purchase December 2023 Units in the December 2023 Private Placement paid a purchase price of $3.205 per unit (the “December 2023 Insider Unit Price”) upon the closing of the December 2023 Private Placement. The December 2023 Insider Unit Price included $0.125 per December 2023 Warrant underlying each December 2023 Unit purchased by officers and directors of the Company. Messrs. Kehler, Smith and Shah purchased 78,003 December 2023 Units, 46,801 December 2023 Units, and 9,361 December 2023 Units, respectively, for aggregate purchase prices of $249,999.62, $149,997.21, and $30,002.01, respectively. The remaining investors in the December 2023 Private Placement, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, subscribed to purchase an aggregate of 274,587 December 2023 Units at a purchase price per December 2023 Unit of $3.08, which is equal to the consolidated closing bid price for the Common Shares as reported by Nasdaq on December 13, 2023. Gross proceeds to the Company from the December 2023 Private Placement were approximately $1.29 million. November 2024 Private Placement On November 13, 2024, the Company closed a non-brokered private placement (the “November 2024 Private Placement”) and issued an aggregate of 2,199,602 units of the Company (the “November 2024 Units”). Each November 2024 Unit consists of one Common Share, one Warrant (collectively, the “Series A Private Warrants”) to purchase one Common Share and one-half of one Warrant to purchase one-half of one Common Share (the “Series B Private Warrants” and, together with the Series A Private Warrants, the “November 2024 Private Warrants”). Each Series A Private Warrant is exercisable into one Common Share (a “Series A Warrant Share”) at an exercise price of $1.75 per Series A Warrant Share at any time on or after the date of issuance until November 13, 2026. Each Series B Private Warrant is exercisable into one Common Share (a “Series B Warrant Share”) at an exercise price of $2.07 per Series B Warrant Share at any time beginning six months and one day from the date of issuance until November 13, 2029. Messrs. Kehler and Smith subscribed to purchase an aggregate of 239,999 November 2024 Units in the November 2024 Private Placement and paid a purchase price of $1.7675 per November 2024 Unit (the “November 2024 Insider Unit Price”) upon the closing of the November 2024 Private Placement. The November 2024 Insider Unit Price included US$0.125 per November 2024 Private Warrant underlying each November 2024 Unit purchased by directors of the Company. Messrs. Kehler and Smith purchased 56,577 November 2024 Units and 183,422 November 2024 Units, respectively, for aggregate purchase prices of approximately $100,000 and $324,198, respectively. The remaining investors in the November 2024 Private Placement, who are not affiliated with the Company but with whom the Company had a pre-existing relationship, subscribed to purchase an aggregate of 1,959,603 November 2024 Units at a purchase price per November 2024 Unit of $1.57. Gross proceeds to the Company from the November 2024 Private Placement were approximately $3.5 million. Review, Approval or Ratification of Related Person Transactions Other than as described below, the Company does not currently have in place any specific policy or procedure in respect of the review, approval or ratification of any transaction required to be reported under Item 404(a) of
Pay Versus Performance Table
Regulation S-K. Sections 147-153 of the BCBCA set out rules and procedures applicable to all British Columbia corporations, pursuant to which a director presented with a resolution in respect of any matter (including an equity issuance) in respect of which he/she has an interest must disclose that interest in writing to the corporation’s board of directors prior to the approval of such matter. This procedure ensures that each equity issuance to a director or officer of the Company is approved by all directors of the Company not involved in such sale. All loan transactions from directors and officers are typically subject to review and approval by the Board prior to acceptance and are documented in the meeting minutes or resolutions related to same. Under its charter, the Audit Committee is responsible for reviewing and approving any related party transaction in advance of such transaction, unless the Chief Financial Officer or General Counsel determines that it is not practicable to wait until the next Audit Committee meeting, in which case the related party transaction will be submitted to the Chair of the Audit Committee, who will have delegated authority to act between Audit Committee meetings. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership of such securities with the SEC. Based upon the review of the copies of Section 16(a) forms received by the Company, and upon written representations from reporting persons concerning the necessity of filing a Form 5 Annual Statement of Changes in Beneficial Ownership, the Company believes that, during fiscal 2025, all required reports were filed on a timely basis, other than the filing of a Form 3 and a Form 4 for each of Mr. Fulton and Mr. Cleave, which were filed late because of delays in processing of Form IDs due to new EDGAR Next requirements. The Form 4s each reported a single transaction on August 18, 2025. SHAREHOLDER PROPOSALS Under the Exchange Act, the deadline for submitting shareholder proposals for inclusion in the management information and proxy circular for an annual general meeting of the Company is calculated in accordance with Rule 14a-8(e) of Regulation 14A. If the proposal is submitted for a regularly scheduled annual general meeting, the proposal must be received at the Company’s principal executive offices not less than 120 calendar days before the anniversary date of the Company’s management information and proxy circular released to the Company’s shareholders in connection with the previous year’s annual general meeting. However, if the Company did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before the Company begins to print and mail its proxy materials. Accordingly, unless the date of the next annual general meeting is changed by more than 30 days from the date of this year’s meeting the deadline for submitting shareholder proposals for inclusion in the management information and proxy circular for the next annual general meeting of the Company will be October 28, 2026. The deadline for submitting shareholder proposals, other than director nominations, for the next annual general meeting of shareholders of the Company, but not for inclusion in the management information and proxy circular, is January 11, 2027. If a shareholder proposal, other than a director nomination, is not submitted to the Company by January 11, 2027, the Company may still grant discretionary proxy authority to vote on such shareholder proposal in accordance with Rule 14a-4(c)(1) of Regulation 14A under the Exchange Act. Pursuant to Section 188(1)(c) of the BCBCA, the Company is required to include shareholder nominees for director in the management information and proxy circular for an annual general meeting of shareholders if the shareholder director nomination is received by the Company at its principal executive offices no later than the close of business on the date that is at least three months prior to the anniversary date of the Company's last annual general meeting of shareholders, which deadline will not change, even if the date of the annual general meeting changes by more than 30 calendar days from the anniversary date of the Company's last annual general meeting of shareholders. Therefore, the deadline for shareholder director nominations for inclusion in the management information and proxy circular for the Company's next annual general meeting of shareholders is January 6, 2027. In addition, there are (i) certain requirements relating to shareholder proposals contained in the BCBCA; and (ii) certain requirements relating to the nomination of directors contained in the Articles of the Company. A shareholder wishing to make a proposal for consideration at an annual general meeting of the Company or wishing to nominate a person to act as a director of the Company should ensure they follow the applicable procedures set forth in Section 188 of the BCBCA and the Articles of the Company. Under the Company’s advance notice policy, adopted by the shareholders of the Company on December 15, 2014, nominations of persons for election to the Board at any annual general meeting of the shareholders must be received by the Corporate Secretary of the Company not less than 30 days or more than 65 days prior to the date of such meeting; provided, however, that in the event that the annual general meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of such meeting was made (the “Meeting Notice Date”), such shareholder’s notice must be so received not later than the close of business on the 10th day following the Meeting Notice Date. In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees for election at the next annual general meeting of shareholders other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than 60 calendar days prior to the first anniversary of the Meeting, which date is February 5, 2027. If the date of the next annual general meeting of shareholders is changed by more than 30 calendar days from the first anniversary of the Meeting, then any such notice must be provided by the later of 60 calendar days prior to the date of the next annual general meeting of shareholders or the 10th calendar day following the day on which public announcement of the date of the next annual general meeting of shareholders is first made. DISSENTERS’ RIGHTS OF APPRAISAL No action is proposed herein for which the laws of British Columbia or the Articles of the Company provide a right of a shareholder to dissent and obtain appraisal of or payment for such shareholder’s Common Shares. MULTIPLE SHAREHOLDERS SHARING THE SAME ADDRESS
Pay Versus Performance Table
The regulations regarding the delivery of copies of proxy materials and annual reports to shareholders permit the Company and brokerage firms to send one Notice of Internet Availability of Meeting Materials to multiple shareholders who share the same address under certain circumstances. Shareholders who hold their shares through a broker may have consented to reducing the number of copies of materials delivered to their address. In the event that a shareholder wishes to revoke such a consent previously provided to a broker, the shareholder must contact the broker to revoke the consent. In any event, if a shareholder wishes to receive a separate Notice of Internet Availability of Meeting Materials or other materials for the Meeting or future annual meetings, the shareholder may receive copies by contacting the Corporate Secretary at 7000 South Yosemite Street, Suite 115, Centennial, CO 80112, or by calling (720) 334-7066. Shareholders receiving multiple copies of these documents at the same address can request delivery of a single copy of these documents by contacting the Company in the same manner. Persons holding shares through a broker can request a single copy by contacting the broker. ADDITIONAL INFORMATION The Company is subject to the informational requirements of the Exchange Act and, in accordance therewith, files reports and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding the Company and other registrants that file electronically with the SEC at www.sec.gov. Additional information about the Company is located on SEDAR+ at www.sedarplus.com. Financial information is provided in the Company’s comparative financial statements and Management’s Discussion and Analysis for its most recently completed financial year ended June 30, 2025. At the written request of any registered shareholder who owns shares on the record date, the Company will provide to such shareholder, without charge, a paper copy of the Meeting Materials, including the Company’s Annual Report to Shareholders. If requested, the Company will provide copies of the exhibits for a reasonable fee. Requests for additional paper copies of the Annual Report, the financial statements and Management’s Discussion and Analysis should be made by writing to the Chief Financial Officer and Corporate Secretary, Neal Shah, at the following address: Centennial, CO 80112 OTHER MATERIAL FACTS Management knows of no other matters to come before the Meeting other than those referred to in the Notice of Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matter in accordance with the best judgment of the persons voting by proxy. DATED at Centennial, Colorado, on the 25th day of February, 2026. BY ORDER OF THE BOARD NIOCORP DEVELOPMENTS LTD. /s/ Mark A. Smith Mark A. Smith President, Chief Executive Officer, Executive Chairman and Director
NIOCORP DEVELOPMENTS LTD. LONG TERM INCENTIVE PLAN
| 4.4 | Non-Employee Director Compensation Limit. Notwithstanding anything to the contrary contained in this Plan, in no event will any non-employee Director in any one calendar year be granted compensation, including cash compensation, for such service having an aggregate maximum value (measured at the Grant Date as applicable, and calculating the |